-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FOfFqGYYyBBUIt4sVcRPy643MgsxKa9PV1sWpnYXdbxNlDyI178I4AGdxvJORmRy EcxiBzSpyqnUnvB23I/z0A== /in/edgar/work/20000814/0000950129-00-004158/0000950129-00-004158.txt : 20000921 0000950129-00-004158.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950129-00-004158 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC /TX/ CENTRAL INDEX KEY: 0000795662 STANDARD INDUSTRIAL CLASSIFICATION: [2860 ] IRS NUMBER: 760502785 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10059 FILM NUMBER: 696467 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST, SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: 1200 SMITH ST SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC /TX/ DATE OF NAME CHANGE: 19961218 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS HOLDINGS INC DATE OF NAME CHANGE: 19960828 FORMER COMPANY: FORMER CONFORMED NAME: STERLING CHEMICALS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING CHEMICAL INC CENTRAL INDEX KEY: 0001014669 STANDARD INDUSTRIAL CLASSIFICATION: [2860 ] IRS NUMBER: 760502785 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-04343-01 FILM NUMBER: 696468 BUSINESS ADDRESS: STREET 1: 1200 SMITH STREET STREET 2: SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136503700 MAIL ADDRESS: STREET 1: C/O STERLING GROUP INC STREET 2: EIGHT GREENWAY PLAZA, SUITE 702 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: STX CHEMICALS CORP DATE OF NAME CHANGE: 19960516 10-Q 1 e10-q.txt STERLING CHEMICALS HOLDINGS, INC. - JUNE 30, 2000 1 ================================================================================ 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 June 30, 2000 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 1-10059 STERLING CHEMICALS HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0185186 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1200 SMITH STREET, SUITE 1900 HOUSTON, TEXAS 77002-4312 (713) 650-3700 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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: COMMON STOCK, PAR VALUE $.01 PER SHARE COMMISSION FILE NUMBER 333-04343-01 STERLING CHEMICALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0502785 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.) 1200 SMITH STREET, SUITE 1900 HOUSTON, TEXAS 77002-4312 (713) 650-3700 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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: NONE Sterling Chemicals, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q, and is therefore filing this form with the reduced disclosure format provided for by General Instruction H(2) of Form 10-Q. ---------- Indicate by check mark whether each of the registrants (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 [ ] As of July 31, 2000 Sterling Chemicals Holdings, Inc. had 12,748,757 shares of common stock outstanding. As of July 31, 2000, all outstanding equity securities of Sterling Chemicals, Inc. were owned by Sterling Chemicals Holdings, Inc. ================================================================================ 2 IMPORTANT INFORMATION REGARDING THIS FORM 10-Q Readers should consider the following information as they review this Form 10-Q. PRESENTATION OF FINANCIAL STATEMENTS This Form 10-Q includes two separate sets of financial statements and related notes: o The first set of financial statements and related notes present both the consolidated financial position of Sterling Chemicals Holdings, Inc. ("Holdings") and its subsidiaries and the consolidated financial position of Sterling Chemicals, Inc. ("Chemicals") and its subsidiaries. Holdings directly or indirectly owns all of the other subsidiaries whose financial results are included in this Form 10-Q and Chemicals is the primary operating subsidiary of Holdings. o The second set of financial statements and related notes present the combined financial position of the Guarantors and their subsidiaries (discussed below). Under SEC rules, specified financial information is required to be provided with respect to subsidiaries of an issuer of debt securities that guarantee the repayment of those debt securities. In addition, under different provisions of those rules, specified financial information is required to be provided with respect to subsidiaries of an issuer of debt securities whose capital stock is pledged to secure the repayment of those debt securities. In July of 1999, Chemicals issued $295 million of its 123/8% Senior Secured Notes due 2006. The obligations of Chemicals related to the 123/8% Notes were guaranteed by most of its subsidiaries incorporated in the United States (the "Guarantors"). In addition, all of the capital stock of each of the Guarantors was pledged to secure the repayment of the 123/8% Notes. Finally, 65% of the capital stock of three of Chemicals' subsidiaries incorporated outside of the United States was pledged to secure the repayment of the 123/8% Notes, but these subsidiaries did not guarantee the repayment of the 123/8% Notes. In order to comply with these SEC rules, the combined financial statements and related notes of the Guarantors and their subsidiaries described above are included with this Form 10-Q. FORWARD-LOOKING STATEMENTS This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Form 10-Q, including without limitation the statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the cyclicality of our industry, current and future industry conditions, the potential effects of such matters on our business strategy, results of operations, and financial position, and our market sensitive financial instruments, are forward-looking statements. The forward-looking statements are based upon current information and expectations. Estimates, forecasts and other statements contained in or implied by the forward-looking statements speak only as of the date on which they are made, are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to evaluate and predict. Although we believe that the expectations reflected in the forward-looking statements are reasonable, no assurances can be given that such expectations will prove to have been correct. Certain important factors that could cause actual results to differ materially from our expectations or what is expressed, implied or forecasted by or in the forward-looking statements include the timing and extent of changes in commodity prices and global economic conditions, industry production capacity and operating rates, the supply-demand balance for our products, competitive products and pricing pressures, increases in raw material costs, federal and state regulatory developments, our high financial leverage, the availability of skilled personnel and operating hazards attendant to the industry. Additional factors that could cause actual results to differ materially from our expectations or what is expressed, implied, or forecasted by or in the forward-looking statements are stated herein in cautionary statements made in conjunction with the forward-looking statements or are included elsewhere in this Form 10-Q or Holdings' and Chemicals' combined Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (the "Annual Report"). See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Known Events, Trends, Uncertainties, and Risk Factors" contained in the Annual Report. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. SUBSEQUENT EVENTS, ETC. All statements contained in this Form 10-Q, including the forward-looking statements discussed above, are made as of August 14, 2000, unless those statements are expressly made as of another date. We disclaim any responsibility for the correctness of any information contained in this Form 10-Q to the extent such information is affected or impacted by events, circumstances, or developments occurring after August 14, 2000, or by the passage of time after such date and, except as required by applicable securities laws, we do not intend to update such information. 2 3 DOCUMENT SUMMARIES Statements contained in this Form 10-Q describing documents and agreements are provided in summary form only and such summaries are qualified in their entirety by reference to the actual documents and agreements filed as exhibits to the Annual Report or any Form 10-Qs filed subsequent to the Annual Report. FISCAL YEAR We keep our books of record and accounts based on annual accounting periods ending on September 30 of each year. Accordingly, all references in this Form 10-Q to a particular fiscal year refer to the twelve calendar month period ending on September 30 of that year. This combined Form 10-Q is separately filed by Holdings and Chemicals. Information contained herein relating to Chemicals is filed by Holdings and separately by Chemicals on its own behalf. Unless otherwise indicated, Holdings and its subsidiaries, including Chemicals, are collectively referred to as "we", "our", "ours", and "us." PART I.--FINANCIAL INFORMATION ITEM 1.--FINANCIAL STATEMENTS 3 4 STERLING CHEMICALS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
JUNE 30, SEPTEMBER 30, 2000 1999 ---------- ------------- ASSETS Current assets: Cash and cash equivalents ........................................................... $ 14,603 $ 14,921 Accounts receivable ................................................................. 172,920 141,059 Inventories ......................................................................... 87,916 70,464 Prepaid expenses .................................................................... 1,288 5,157 Deferred tax asset .................................................................. 16,888 16,888 --------- --------- Total current assets .............................................................. 293,615 248,489 Property, plant, and equipment, net .................................................... 386,692 402,723 Deferred tax asset ..................................................................... 37,631 37,237 Other assets ........................................................................... 79,396 86,650 --------- --------- Total assets ...................................................................... $ 797,334 $ 775,099 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS) Current liabilities: Accounts payable .................................................................... $ 94,496 $ 72,961 Accrued liabilities ................................................................. 88,009 79,883 Current portion of long-term debt ................................................... 2,607 4,246 --------- --------- Total current liabilities ......................................................... 185,112 157,090 Long-term debt ......................................................................... 964,549 964,555 Deferred tax liability ................................................................. 7,163 8,815 Deferred credits and other liabilities ................................................. 79,416 76,893 Common stock held by ESOP .............................................................. 3,519 2,946 Less: unearned compensation ........................................................... (244) (745) Redeemable preferred stock ............................................................. 23,140 20,932 Commitments and contingencies (Note 4) ................................................. -- -- Stockholders' equity (deficiency in assets): Common stock, $.01 par value, 20,000,000 shares authorized, 12,305,000 shares issued and 12,094,000 outstanding at June 30, 2000; and 12,305,000 shares issued and 12,097,000 outstanding at September 30, 1999 ........................... 123 123 Additional paid-in capital .......................................................... (542,712) (542,712) Retained earnings ................................................................... 109,365 118,490 Accumulated other comprehensive income .............................................. (29,605) (28,768) Deferred compensation ............................................................... (16) (58) --------- --------- (462,845) (452,925) Treasury stock, at cost, 211,000 and 208,000 shares at June 30, 2000 and September 30, 1999, respectively .................................................. (2,476) (2,462) --------- --------- Total stockholders' equity (deficiency in assets) ............................... (465,321) (455,387) --------- --------- Total liabilities and stockholders' equity (deficiency in assets) ............. $ 797,334 $ 775,099 ========= =========
The accompanying notes are an integral part of the consolidated financial statements. 4 5 STERLING CHEMICALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, --------------------------- -------------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Revenues ......................................................... $ 293,048 $ 181,789 $ 804,796 $ 506,190 Cost of goods sold ............................................... 249,525 169,591 686,351 472,963 --------- --------- --------- --------- Gross profit ..................................................... 43,523 12,198 118,445 33,227 Selling, general, and administrative expenses .................... 10,846 9,137 30,312 27,594 Other expense .................................................... -- 1,733 -- 10,809 Interest and debt related expenses, net of interest income ....... 31,297 24,760 91,528 74,711 --------- --------- --------- --------- Income (loss) before income taxes ................................ 1,380 (23,432) (3,395) (79,887) Provision (benefit) for income taxes ............................. 805 (7,017) 3,091 (25,552) --------- --------- --------- --------- Net income (loss) ................................................ 575 (16,415) (6,486) (54,335) Preferred stock dividends ........................................ 751 672 2,208 1,975 --------- --------- --------- --------- Net loss attributable to common stockholders ..................... $ (176) $ (17,087) $ (8,694) $ (56,310) ========= ========= ========= ========= Net loss per common share ........................................ $ (0.05) $ (1.37) $ (0.72) $ (4.43) ========= ========= ========= ========= Weighted average shares outstanding .............................. 12,690 12,516 12,651 12,469 ========= ========= ========= =========
The accompanying notes are an integral part of the consolidated financial statements. 5 6 STERLING CHEMICALS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED JUNE 30, -------------------------- 2000 1999 --------- --------- Cash flows from operating activities: Net loss ................................................ $ (6,486) $ (54,335) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization ........................ 44,042 42,375 Interest amortization ................................ 4,364 1,781 Deferred tax benefit ................................. (1,531) (19,198) Discount notes amortization .......................... 16,125 13,738 Early retirement programs and benefit changes ........ -- 6,782 Other ................................................ 328 1,089 Change in assets/liabilities: Accounts receivable .................................. (32,223) (2,604) Inventories .......................................... (17,536) (5,195) Prepaid expenses ..................................... 3,854 (4,896) Other assets ......................................... (8,169) (12,553) Accounts payable ..................................... 22,894 31,747 Accrued liabilities .................................. 8,126 (16,616) Other liabilities .................................... 5,996 6,366 --------- --------- Net cash provided by (used in) operating activities ......... 39,784 (11,519) --------- --------- Cash flows from investing activities: Capital expenditures .................................... (22,131) (17,836) --------- --------- Cash flows from financing activities: Proceeds from long-term debt ............................ 662,755 220,769 Repayment of long-term debt ............................. (680,695) (196,412) Other ................................................... (14) (58) --------- --------- Net cash provided by (used in) financing activities .......... (17,954) 24,299 --------- --------- Effect of United States /Canadian exchange rate on cash ...... (17) 215 --------- --------- Net decrease in cash and cash equivalents .................... (318) (4,841) Cash and cash equivalents - beginning of year ................ 14,921 11,168 --------- --------- Cash and cash equivalents - end of period .................... $ 14,603 $ 6,327 ========= ========= Supplement disclosures of cash flow information: Interest paid, net of interest income received .......... $ (59,135) $ (56,534) Income taxes (paid) refunded ............................ (1,409) 5,042
The accompanying notes are an integral part of the consolidated financial statements. 6 7 STERLING CHEMICALS, INC. CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
JUNE 30, SEPTEMBER 30, 2000 1999 --------- ------------- ASSETS Current assets: Cash and cash equivalents ....................................... $ 14,576 $ 14,899 Accounts receivable ............................................. 175,625 143,556 Inventories ..................................................... 87,916 70,464 Prepaid expenses ................................................ -- 3,980 Deferred tax asset .............................................. 16,888 16,888 --------- --------- Total current assets .......................................... 295,005 249,787 Property, plant, and equipment, net ................................ 386,692 402,723 Deferred tax asset ................................................. 19,361 19,463 Other assets ....................................................... 73,938 80,133 --------- --------- Total assets .................................................. $ 774,996 $ 752,106 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY IN ASSETS) Current liabilities: Accounts payable ................................................ $ 94,496 $ 72,731 Accrued liabilities ............................................. 88,089 79,883 Current portion of long-term debt ............................... 2,607 4,246 --------- --------- Total current liabilities ..................................... 185,192 156,860 Long-term debt ..................................................... 800,332 816,927 Deferred tax liability ............................................. 7,163 8,815 Deferred credits and other liabilities ............................. 79,416 76,893 Common stock held by ESOP .......................................... 3,519 2,946 Less: unearned compensation ....................................... (244) (745) Commitments and contingencies (Note 4) ............................. -- -- Stockholder's equity (deficiency in assets): Common stock, $.01 par value .................................... -- -- Additional paid-in capital ...................................... (139,786) (139,786) Accumulated deficit ............................................. (130,975) (140,978) Accumulated other comprehensive income .......................... (29,605) (28,768) Deferred compensation ........................................... (16) (58) --------- --------- Total stockholder's equity (deficiency in assets) ............. (300,382) (309,590) --------- --------- Total liabilities and stockholder's equity (deficiency in assets) $ 774,996 $ 752,106 ========= =========
The accompanying notes are an integral part of the consolidated financial statements. 7 8 STERLING CHEMICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, --------------------------- -------------------------- 2000 1999 2000 1999 -------- --------- -------- --------- Revenues .................................................. $293,048 $ 181,789 $804,796 $ 506,190 Cost of goods sold ........................................ 249,525 169,591 686,351 472,963 -------- --------- -------- --------- Gross profit .............................................. 43,523 12,198 118,445 33,227 Selling, general, and administrative expenses ............. 10,767 9,034 30,103 27,235 Other expense ............................................. -- 1,733 -- 10,809 Interest and debt related expenses, net of interest income 25,506 19,640 74,810 59,881 -------- --------- -------- --------- Income (loss) before income taxes ......................... 7,250 (18,209) 13,532 (64,698) Provision (benefit) for income taxes ...................... 805 (5,814) 3,091 (20,694) -------- --------- -------- --------- Net income (loss) ......................................... $ 6,445 $ (12,395) $ 10,441 $ (44,004) ======== ========= ======== =========
The accompanying notes are an integral part of the consolidated financial statements. 8 9 STERLING CHEMICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED
NINE MONTHS ENDED JUNE 30, -------------------------- 2000 1999 --------- --------- Cash flows from operating activities: Net income (loss) ................................ $ 10,441 $ (44,004) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization ................. 44,042 42,375 Interest amortization ......................... 3,999 1,461 Deferred tax benefit .......................... (1,531) (19,198) Early retirement programs and benefit changes . -- 6,782 Other ......................................... 223 307 Change in assets/liabilities: Accounts receivable ........................... (32,278) 188 Inventories ................................... (17,536) (5,195) Prepaid expenses .............................. 4,049 (4,662) Other assets .................................. (8,364) (7,928) Accounts payable .............................. 22,660 28,612 Accrued liabilities ........................... 8,206 (16,616) Other liabilities ............................. 5,868 6,348 --------- --------- Net cash provided by (used in) operating activities ... 39,779 (11,530) --------- --------- Cash flows from investing activities: Capital expenditures ............................... (22,131) (17,836) --------- --------- Cash flows from financing activities: Proceeds from long-term debt ....................... 662,755 220,769 Repayment of long-term debt ........................ (680,695) (196,412) Other .............................................. (14) (58) --------- --------- Net cash provided by (used in) financing activities .. (17,954) 24,299 --------- --------- Effect of United States /Canadian exchange rate on cash (17) 215 --------- --------- Net decrease in cash and cash equivalents ............. (323) (4,852) Cash and cash equivalents - beginning of year ......... 14,899 11,159 --------- --------- Cash and cash equivalents - end of period ............. $ 14,576 $ 6,307 ========= ========= Supplement disclosures of cash flow information: Interest paid, net of interest income received ..... $ (59,140) $ (56,545) Income taxes (paid) refunded ....................... (1,409) 5,042
The accompanying notes are an integral part of the consolidated financial statements. 9 10 STERLING CHEMICALS HOLDINGS, INC. STERLING CHEMICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments necessary to present fairly: o the consolidated financial position of Sterling Chemicals Holdings, Inc. ("Holdings") and its subsidiaries and the consolidated financial position of Sterling Chemicals, Inc. ("Chemicals") and its subsidiaries as of June 30, 2000, and o the respective consolidated results of operations and cash flows of Holdings and its subsidiaries and Chemicals and its subsidiaries for the applicable three month and nine month periods ended June 30, 2000 and June 30, 1999, respectively. All such adjustments are of a normal and recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be, and are assumed to have been, read in conjunction with the consolidated financial statements and notes included in Holdings' and Chemicals' combined Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (the "Annual Report"). The accompanying consolidated balance sheets as of September 30, 1999 have been derived from the audited consolidated balance sheets as of September 30, 1999, included in the Annual Report. The accompanying consolidated financial statements as of and for the nine month period ended June 30, 2000, have been reviewed by Deloitte & Touche LLP, our independent public accountants, whose reports are included herein. Unless otherwise indicated, Holdings and its subsidiaries, including Chemicals, are collectively referred to as "we", "our", "ours", and "us." Certain amounts reported in the financial statements for the prior periods have been reclassified to conform with the current financial statement presentation with no effect on net income (loss) or stockholders' equity (deficiency in assets). Holdings operations are divided into two reportable segments: petrochemicals and pulp chemicals. The petrochemicals segment manufactures commodity petrochemicals and acrylic fibers. The pulp chemicals segment manufactures chemicals for use primarily in the pulp and paper industry. Operating segment information is presented below.
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, --------------------------- -------------------------- 2000 1999 2000 1999 -------- --------- -------- --------- (Dollars in Thousands) Revenues: Petrochemicals ....... $239,258 $ 133,478 $647,728 $ 366,235 Pulp chemicals ....... 53,790 48,311 157,068 139,955 -------- --------- -------- --------- Total ................... $293,048 $ 181,789 $804,796 $ 506,190 ======== ========= ======== ========= Operating income (loss): Petrochemicals ....... $ 23,267 $ (4,789) $ 62,768 $ (26,189) Pulp chemicals ....... 9,410 6,117 25,365 21,013 -------- --------- -------- --------- Total ................... $ 32,677 $ 1,328 $ 88,133 $ (5,176) ======== ========= ======== =========
Holdings' total comprehensive net income (loss) for the nine month periods ended June 30, 2000 and June 30, 1999 were $(7,323,000) and $(49,828,000), respectively. The total comprehensive net income (loss) of Chemicals and its subsidiaries for the nine month periods ended June 30, 2000 and June 30, 1999 were $9,604,000 and $(39,497,000), respectively. 10 11 2. INVENTORIES
JUNE 30, SEPTEMBER 30, 2000 1999 -------- ------------- (Dollars in Thousands) Inventories consisted of the following: Finished products ............................... $50,061 $37,484 Raw materials ................................... 11,423 10,355 Inventories under exchange agreements ........... 7,062 2,562 Stores and supplies ............................. 19,370 20,063 ------- ------- $87,916 $70,464 ======= =======
3. LONG-TERM DEBT
JUNE 30, SEPTEMBER 30, 2000 1999 --------- ------------- (Dollars in Thousands) Long-term debt consisted of the following : Revolving credit facilities ..................... $ 40,298 $ 54,643 Saskatoon term loans ............................ 40,404 44,045 11-1/4% Notes ................................... 152,237 152,485 11-3/4% Notes ................................... 275,000 275,000 12-3/8% Notes ................................... 295,000 295,000 --------- --------- Total Chemicals' debt outstanding .......... 802,939 821,173 13-1/2% Notes ................................... 164,217 147,628 --------- --------- Total Holdings' debt outstanding ........ 967,156 968,801 Less: Current maturities ......................... (2,607) (4,246) --------- --------- Total long-term debt ............................ $ 964,549 $ 964,555 ========= =========
4. COMMITMENTS AND CONTINGENCIES Product Contracts We have certain long-term agreements that provide for the dedication of 100% of our production of acetic acid, plasticizers, tertiary butylamine, sodium cyanide, and methanol, each to one customer. We also have various sales and conversion agreements that dedicate significant portions of our production of styrene and acrylonitrile to certain customers. Some of these agreements provide for cost recovery plus an agreed profit margin based upon market prices. Environmental Regulations Our operations involve the handling, production, transportation, treatment, and disposal of materials that are classified as hazardous or toxic waste and that are extensively regulated by environmental, health and safety laws, regulations, and permit requirements. Environmental permits required for our operations are subject to periodic renewal and can be revoked or modified for cause or when new or revised environmental requirements are implemented. Changing and increasingly strict environmental requirements can affect the manufacturing, handling, processing, distribution, and use of our chemical products and the raw materials used to produce such products and, if so affected, our business and operations may be materially and adversely affected. In addition, changes in environmental requirements can cause us to incur substantial costs in upgrading or redesigning our facilities and processes, including our waste treatment, storage, disposal, and other waste handling practices and equipment. While we believe that our business operations and facilities generally are operated in compliance in all material respects with all applicable environmental, health and safety requirements, we cannot be sure that past practices or future operations will not result in material claims or regulatory action, require material environmental expenditures, or result in exposure or injury claims by employees, contractors and their employees, or the public. Some risk of environmental costs and liabilities is inherent in our operations and products, as it is with other companies engaged in similar businesses. In addition, a catastrophic event at any of our facilities could result in our incurrence of liabilities substantially in excess of our insurance coverages. 11 12 Legal Proceedings Nickel Carbonyl Release. A description of the nickel carbonyl lawsuits is found under "Legal Proceedings" in Note 6 of the "Notes to Consolidated Financial Statements" of the Annual Report and is incorporated herein by reference. As discussed therein, we continue to vigorously defend against the claims of the approximately 280 remaining plaintiffs. Additional claims and litigation against us relating to this incident may ensue. We believe that all or substantially all of our future out-of-pocket costs and expenses relating to these lawsuits, including settlement payments and judgments, will be covered by our liability insurance policies or indemnification from third parties. We do not believe that the claims and litigation arising out of this incident will have a material adverse effect on us, although we cannot give any assurances to that effect. Ethylbenzene Release. A description of this release is found under "Legal Proceedings" in Note 6 of the "Notes to Consolidated Financial Statements" of the Annual Report and is incorporated herein by reference. The nine lawsuits listed below and five interventions, involving a total of approximately 1,561 plaintiffs, alleging personal injury, property damage, and nuisance claims have been filed based on this release: o Zabrina Alexander, et al. v. Sterling Chemicals Holdings, Inc., et al.; Case No. 00-CV0217; In the 10th Judicial District Court of Galveston County, Texas o Nettie Allen, et al. v. Sterling Chemicals, Inc., et al.; Case No. 00-CV0304; In the 10th Judicial District Court of Galveston County, Texas o Bobbie Adams, et al. v. Sterling Chemicals International, Inc., et al.; Case No. 00-CV0311; In the 212th Judicial District Court of Galveston County, Texas o Climon Davis, et al. v. Sterling Chemicals, Inc.; Case No. 00-CV0343; In the 212th Judicial District Court of Galveston County, Texas o James C. Allen, et al. v. Sterling Chemicals, Inc., et al.; Case No. 2000-15823; In the 152nd Judicial District Court of Harris County, Texas o Ida Goldman, et al. v. Sterling Chemicals, Inc. and Catalytic Industrial Maintenance Co.; Case No. - 00-CV0338; In the 56th Judicial District Court of Galveston County, Texas o Olivia Ellis v. Sterling Chemicals, Inc.; Case No. JC5000305; In Precinct No. 5 Justice Court of Galveston County, Texas o Joe L. Kimble, et al. v. Sterling Chemicals, Inc., et al.: Case No. 00-CV0333; In the 56th Judicial District Court of Galveston County, Texas o Clyde Shade v. Sterling Chemicals Inc., et al,: Case No. 00-CV0328; In the 10th Judicial District court of Galveston County, Texas We believe that our general liability insurance coverage is sufficient to cover all costs and expenses, including settlement payments and judgments, related to this incident in excess of the deductible, although we cannot give any assurances to that effect. Jeffords Incident. On June 26, 2000, Mr. William Jeffords IV, an independent contractor employed by Kellogg, Brown and Root, was fatally injured while operating a manlift at our Texas City plant. No claims have been made against us arising out of this incident, although we have been contacted by several attorneys claiming to represent the Jeffords family. We do not believe that we have any liability related to this incident, although we cannot give any assurances to that effect. In the event that any claim is made against us by the Jeffords family, we believe that all or substantially all out-of-pocket costs and expenses related to that claim would be covered by indemnification from Kellogg, Brown and Root and our liability insurance policies. We do not believe that any claim or litigation arising out of this incident will have a material adverse effect on us, although we cannot give any assurance to that effect. Other Lawsuits. We are subject to various other claims and legal actions that arise in the ordinary course of our business. Litigation Contingency We have made estimates of the reasonably possible range of liability with regard to our outstanding litigation for which we 12 13 may incur any liability. These estimates are based on our judgment using currently available information, as well as consultation with our insurance carriers and outside legal counsel. A number of the claims in these litigation matters are covered by our insurance policies or by third party indemnification. Therefore, we have also made estimates of our probable recoveries under insurance policies or from third-party indemnitors based on our judgment, our understanding of our insurance policies and indemnification arrangements, discussions with our insurers and indemnitors, and consultation with outside legal counsel. Based on the foregoing, as of June 30, 2000, we have accrued approximately $2.5 million as our estimate of our aggregate contingent liability for these matters and have also recorded aggregate receivables from our insurers and third-party indemnitors of approximately $2.3 million. At June 30, 2000, we estimate that the aggregate reasonably possible range of loss for all litigation combined, in addition to the amount accrued, is between zero and $3 million. We believe that this additional reasonably possible loss would be substantially covered by insurance or indemnification. The timing of probable insurance and indemnity recoveries and payment of liabilities, if any, are not expected to have a material adverse effect on our financial position, results of operations, or cash flows, although we cannot give any assurances to that effect. While we have based our estimates on our evaluation of available information and the other matters described above, much of the litigation remains in the discovery stage and it is impossible to predict with certainty the ultimate outcome. We will adjust our estimates as necessary as additional information is developed and evaluated. However, we believe that the final resolution of these contingencies will not have a material adverse impact on our financial position, results of operations, or cash flows, although we cannot give any assurances to that effect. 5. NET INCOME (LOSS) PER COMMON SHARE CALCULATION For purposes of computing net loss per common share, net loss has been impacted by an amount equal to the fair market value at the end of the period of "Released Shares," which are shares held by Chemicals' employee stock ownership plan that have been allocated to the ESOP accounts of our employees, minus amounts previously recognized as compensation expense with respect to Released Shares, adjusted to reflect the amount of depreciation/appreciation in value of Released Shares in prior periods. This impact in net loss is made because we are obligated, under certain circumstances, to purchase any shares of Holdings' common stock distributed by the ESOP to participants under the plan from those participants. The weighted average number of outstanding shares of common stock of Holdings and the computation of the net loss per common share are as follows (in thousands):
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, --------------------------- -------------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Net loss attributable to common stockholders .... $ (176) $(17,087) $ (8,694) $(56,310) Depreciation (appreciation) in value of Released Shares ........................................ (431) -- (431) 1,048 -------- -------- -------- -------- Net loss for purpose of computing loss per share $ (607) $(17,087) $ (9,125) $(55,262) ======== ======== ======== ======== Weighted average shares outstanding ............. 12,690 12,516 12,651 12,469 ======== ======== ======== ======== Net loss per common share ....................... $ (0.05) $ (1.37) $ (0.72) $ (4.43) ======== ======== ======== ========
6. NEW ACCOUNTING STANDARDS Statements of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," and No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. We are currently evaluating the accounting impact and disclosures required when these statements are adopted in the first quarter of fiscal 2001. 13 14 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Sterling Chemicals Holdings, Inc. We have reviewed the accompanying consolidated balance sheet of Sterling Chemicals Holdings, Inc. and subsidiaries (the "Company") as of June 30, 2000, and the related consolidated statements of operations and cash flows for the three-month and nine-month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of September 30, 1999, and the related consolidated statements of operations, stockholders' equity (deficiency in assets), and cash flows for the year then ended (not presented herein); and in our report dated December 9, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP Houston, Texas August 10, 2000 14 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Stockholder of Sterling Chemicals, Inc. We have reviewed the accompanying consolidated balance sheet of Sterling Chemicals, Inc. and subsidiaries ("Chemicals") as of June 30, 2000, and the related consolidated statements of operations and cash flows for the three-month and nine-month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of Chemicals' management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Chemicals as of September 30, 1999, and the related consolidated statements of operations, stockholder's equity (deficiency in assets), and cash flows for the year then ended (not presented herein); and in our report dated December 9, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 1999 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP Houston, Texas August 10, 2000 15 16 STERLING CHEMICALS GUARANTORS COMBINED BALANCE SHEETS (AMOUNTS IN THOUSANDS) (UNAUDITED)
JUNE 30, SEPTEMBER 30, 2000 1999 --------- ------------- ASSETS Current assets: Cash and cash equivalents ..................... $ 476 $ 9,323 Accounts receivable ........................... 48,625 45,240 Inventories ................................... 30,677 29,207 Prepaid expenses .............................. 429 1,669 --------- --------- Total current assets ........................ 80,207 85,439 Property, plant, and equipment, net .............. 191,306 201,692 Due from affiliates .............................. 168,428 157,882 Other assets ..................................... 32,556 43,814 --------- --------- Total assets ................................ $ 472,497 $ 488,827 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable .............................. $ 33,821 $ 22,695 Accrued liabilities ........................... 14,205 16,515 --------- --------- Total current liabilities ................... 48,026 39,210 Long-term debt due to Parent ..................... 351,337 351,337 Deferred tax liability ........................... 7,326 7,272 Deferred credits and other liabilities ........... 8,461 7,227 Commitments and contingencies (Note 4) ........... -- -- Stockholder's equity: Common stock .................................. -- -- Additional paid-in capital .................... 92,735 92,735 Retained earnings (accumulated deficit) ....... (7,263) 18,546 Accumulated other comprehensive income ........ (28,125) (27,500) --------- --------- Total stockholder's equity .................. 57,347 83,781 --------- --------- Total liabilities and stockholder's equity $ 472,497 $ 488,827 ========= =========
The accompanying notes are an integral part of the combined financial statements. 16 17 STERLING CHEMICALS GUARANTORS COMBINED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, ---------------------- ------------------------- 2000 1999 2000 1999 -------- -------- --------- --------- Revenues ......................................... $ 63,248 $ 47,166 $ 183,155 $ 153,147 Cost of goods sold ............................... 54,477 37,488 158,530 127,743 -------- -------- --------- --------- Gross profit ..................................... 8,771 9,678 24,625 25,404 Selling, general, and administrative expenses .... 5,969 4,529 17,062 14,329 Other expense .................................... -- 1,500 -- 682 Interest and debt related expenses ............... 10,824 9,525 32,384 28,128 -------- -------- --------- --------- Net loss before income taxes ..................... (8,022) (5,876) (24,821) (17,735) Provision (benefit) for income taxes ............. 801 (1,895) 1,709 (5,603) Equity in (earnings) losses of joint venture ..... (84) (714) (721) (1,811) -------- -------- --------- --------- Net loss ......................................... $ (8,739) $ (3,267) $ (25,809) $ (10,321) ======== ======== ========= =========
The accompanying notes are an integral part of the combined financial statements. 17 18 STERLING CHEMICALS GUARANTORS COMBINED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED JUNE 30, ------------------------ 2000 1999 -------- -------- Cash flows from operating activities: Net loss ...................................................................... $(25,809) $(10,321) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization ............................................... 19,105 18,526 Deferred tax expense ........................................................ 54 320 Other ....................................................................... 54 (151) Change in assets/liabilities: Accounts receivable ......................................................... (3,385) (296) Inventories ................................................................. (1,470) 1,000 Prepaid expenses ............................................................ 1,240 (3,921) Due from affiliates ......................................................... (11,171) 8,766 Other assets ................................................................ 7,471 1,878 Accounts payable ............................................................ 11,126 (2,467) Accrued liabilities ......................................................... (2,316) (3,497) Other liabilities ........................................................... 1,234 (19) -------- -------- Net cash flows used in operating activities ...................................... (3,867) 9,818 -------- -------- Cash flows used in investing activities: Capital expenditures .......................................................... (4,932) (5,111) -------- -------- Cash flows used in financing activities: Net change in long-term debt due to Parent .................................... -- (6,548) -------- -------- Effect of United States/Canadian exchange rate on cash ........................... (48) 152 -------- -------- Net decrease in cash and cash equivalents ........................................ (8,847) (1,689) Cash and cash equivalents--beginning of year ..................................... 9,323 4,093 -------- -------- Cash and cash equivalents--end of period ......................................... $ 476 $ 2,404 ======== ========
The accompanying notes are an integral part of the combined financial statements. 18 19 STERLING CHEMICALS GUARANTORS NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION On July 23, 1999, Sterling Chemicals, Inc. ("Chemicals"), a wholly-owned subsidiary of Sterling Chemicals Holdings, Inc. ("Holdings"), completed a private offering of $295,000,000 of its 123/8% Senior Secured Notes due 2006. On November 5, 1999, Chemicals completed a registered exchange offer, pursuant to which all of these 123/8% Notes were exchanged for publicly registered 123/8% Notes with substantially similar terms. The 123/8% Notes are guaranteed by all of Chemicals' existing direct and indirect United States subsidiaries (other than Sterling Chemicals Acquisitions, Inc.) on a joint and several basis and are secured by, among other things, a second priority pledge of 100% of the stock of these subsidiaries. These subsidiaries consist of Sterling Canada, Inc., Sterling Pulp Chemicals US, Inc., Sterling Pulp Chemicals, Inc., Sterling Chemicals Energy, Inc., Sterling Chemicals International, Inc., and Sterling Fibers, Inc. and, together with two Canadian subsidiaries of Sterling Canada, Inc., are collectively referred to as the "Guarantors." The financial statements of the Guarantors have been combined to produce the accompanying financial statements. The Guarantors manufacture chemicals for use primarily in the pulp and paper industry at four plants in Canada and a plant in Valdosta, Georgia, and manufacture acrylic fibers in a plant in Santa Rosa County, Florida. Sodium chlorate is produced at the four plants in Canada and the Valdosta plant. Sodium chlorite is produced at one of the Canadian locations. The Guarantors also license, engineer, and oversee construction of large-scale chlorine dioxide generators, which convert sodium chlorate into chlorine dioxide, for the pulp and paper industry. The Guarantors produce regular textiles, specialty textiles, and technical fibers at the Santa Rosa plant, as well as licensing their acrylic fibers manufacturing technology to producers worldwide. In the opinion of management, the accompanying unaudited combined financial statements reflect all adjustments necessary to present fairly the combined financial position of the Guarantors as of June 30, 2000, and its combined results of operations and cash flows for the three month and nine month periods ended June 30, 2000 and June 30, 1999, respectively. All such adjustments are of a normal and recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited combined financial statements should be, and are assumed to have been, read in conjunction with the audited combined financial statements of the Guarantors included in Holdings' and Chemicals' combined Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (the "Annual Report"). The accompanying combined balance sheet as of September 30, 1999 has been derived from the Guarantors' audited combined balance sheet as of September 30, 1999 included in the Annual Report. The Guarantors' total comprehensive net loss for the nine month periods ended June 30, 2000 and June 30, 1999 were $26,434,000 and $6,509,000, respectively. 2. INVENTORIES
JUNE 30, SEPTEMBER 30, 2000 1999 -------- ------------- (Dollars in Thousands) Inventories consisted of the following: Finished products ............................... $ 20,069 $17,513 Raw materials ................................... 1,805 2,235 Inventories under exchange agreements ........... (113) 170 Stores and supplies ............................. 8,916 9,289 -------- ------- $ 30,677 $29,207 ======== =======
3. LONG-TERM DEBT As of each of June 30, 2000 and September 30, 1999, debt allocated to the Guarantors by Chemicals was $351.3 million. At June 30, 2000, interest rates on this debt ranged from 11.25% to 12.375%. 19 20 4. COMMITMENTS AND CONTINGENCIES Environmental Regulations The Guarantors' operations involve the handling, production, transportation, treatment, and disposal of materials that are classified as hazardous or toxic waste and that are extensively regulated by environmental, health and safety laws, regulations, and permit requirements. Environmental permits required for the Guarantors' operations are subject to periodic renewal and can be revoked or modified for cause or when new or revised environmental requirements are implemented. Changing and increasingly strict environmental requirements can affect the manufacturing, handling, processing, distribution, and use of the Guarantors' products and the raw materials used to produce such products and, if so affected, the Guarantors' business and operations may be materially and adversely affected. In addition, changes in environmental requirements can cause the Guarantors to incur substantial costs in upgrading or redesigning their facilities and processes, including waste treatment, storage, disposal, and other waste handling practices and equipment. While the Guarantors believe that their business operations and facilities generally are operated in compliance in all material respects with all applicable environmental, health and safety requirements, there can be no assurance that past practices or future operations will not result in material claims or regulatory action, require material environmental expenditures, or result in exposure or injury claims by employees, contractors and their employees, or the public. Some risk of environmental costs and liabilities is inherent in the operations and products of the Guarantors, as it is with other companies engaged in similar businesses. In addition, a catastrophic event at any of the Guarantors' facilities could result in liabilities to the Guarantors substantially in excess of their insurance coverages. Any significant ban on chlorine containing compounds could have a materially adverse effect on the Guarantors' financial condition and results of operations. British Columbia has a regulation in place requiring elimination of the use of all chlorine products, including chlorine dioxide, in the bleaching process by the year 2002. Chlorine dioxide is produced from sodium chlorate, which is one of the Guarantors' pulp chemicals products. The pulp and paper industry believes that a ban of chlorine dioxide in the bleaching process will yield no measurable environmental or public health benefit and is working to change this regulation but there can be no assurance that the regulation will be changed. In the event such a regulation is implemented, the Guarantors would seek to sell the products they manufacture at the British Columbia facility to customers in other markets. The Guarantors are not aware of any other laws or regulations in place in North America which would restrict the use of such products for other purposes. The Guarantors' pulp chemicals business is sensitive to environmental regulations. Regulations restricting, but not altogether banning, absorbable organic halides and other chlorine derivatives in bleach plant effluent have a favorable effect on their pulp chemicals business. Several pending lawsuits are challenging an important group of these regulations known as the "Cluster Rules." Although the Guarantors believe that the Cluster Rules will ultimately be upheld in this litigation, they cannot be sure that they will. Even if the Cluster Rules are upheld, the existence of these actions adds uncertainty as to the rate of implementation of the Cluster Rules, which may negatively affect the performance of the Guarantors' pulp chemicals business. Legal Proceedings The Guarantors are subject to various claims and legal actions that arise in the ordinary course of business. The Guarantors believe that the ultimate liability, if any, with respect to these claims and legal actions will not have a material adverse impact on their financial position or results of operations. 5. NEW ACCOUNTING STANDARDS Statements of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," and No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The Guarantors are currently evaluating the accounting impact and disclosures that will be required when these statements are adopted in the first quarter of fiscal 2001. 20 21 REPORT OF INDEPENDENT ACCOUNTANTS To the Stockholders of Sterling Canada, Inc. Sterling Chemicals Energy, Inc. Sterling Chemicals International, Inc. Sterling Fibers, Inc. Sterling Pulp Chemicals, Inc. Sterling Pulp Chemicals US, Inc. We have reviewed the accompanying combined balance sheet of the Guarantors (as defined in Note 1) as of June 30, 2000, and the related combined statements of operations and cash flows for the three-month and nine-month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of the Guarantors' management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such combined financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheet of the Guarantors as of September 30, 1999, and the related combined statements of operations, stockholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated December 9, 1999, we expressed an unqualified opinion on those combined financial statements. In our opinion, the information set forth in the accompanying combined balance sheet as of September 30, 1999 is fairly stated, in all material respects, in relation to the combined balance sheet from which it has been derived. DELOITTE & TOUCHE LLP Houston, Texas August 10, 2000 21 22 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW We are a holding company whose only material asset is our investment in Chemicals, our primary operating subsidiary. Chemicals owns substantially all of our consolidated operating assets. Other than additional interest expense associated with our 13 1/2% Senior Secured Discount Notes due 2008, our results of operations are essentially the same as Chemicals. Accordingly, the following discussion applies to both entities, unless otherwise specifically noted. A separate discussion of the results of operations for Chemicals would not, in our opinion, provide any additional meaningful information. RECENT DEVELOPMENTS On April 6, 2000, we announced our intention to evaluate strategic alternatives with respect to our acrylic fibers business, Sterling Fibers, located in Santa Rosa County, Florida. This decision reflects the continuing consolidation within the worldwide fibers industry, as producers pursue synergy benefits through economies of scale, cost savings, and business improvements. We have engaged Schnitzius & Vaughn, an investment banking firm, to help us identify and evaluate a variety of options ranging from an outright sale of our acrylic fibers business to a joint venture or alliance arrangement. We do not know whether this process will result in a transaction. In addition, even if an acceptable purchaser or joint venture partner is identified, we may elect to forgo that transaction. On May 1, 2000, we announced that Peter W. De Leeuw, our President and Chief Executive Officer, was retiring effective May 8, 2000. Our Board of Directors has formed a search committee and has begun an external search for a new CEO. Frank P. Diassi, our executive Chairman of the Board, has assumed the additional duties of CEO until a new CEO is hired, after which time Mr. Diassi will serve as our non-executive Chairman of the Board. We also announced that Richard K. Crump has been promoted to Executive Vice President - Operations, Gary M. Spitz (CFO) has been promoted to Executive Vice President - Finance, and David G. Elkins has been promoted to Executive Vice President - Administration and Law. In addition, in an unrelated development, George J. Damiris resigned from our Board of Directors, effective April 19, 2000. Koch Capital Services, Inc., who has the right under our 1996 Voting Agreement to designate a replacement for Mr. Damiris, subsequently waived that right. In May of 2000, we entered into a new 3-1/2 year ammonia supply agreement with Koch Nitrogen Company, an affiliate of one of our significant stockholders. The new ammonia supply agreement replaced our prior ammonia supply agreement with Koch which was not scheduled to terminate until 2002. The new ammonia supply agreement requires us to purchase the same annual quantity of ammonia from Koch but at a revised pricing formula. In connection with the execution of the new ammonia supply agreement, we made a payment to Koch of $1.2 million to settle a dispute under the old ammonia supply agreement, and we also made a one-time payment to Koch of $1.8 million in exchange for the revised pricing formula. The impact of this settlement was reflected in our financial statements during the first nine months of fiscal 2000. On June 29, 2000, we, in conjunction with BP Chemicals, announced a multi-year contract with Methanex Corporation for the purchase of our respective methanol requirements from Methanex. At the same time, we granted Methanex exclusive rights to acquire the output of our methanol plant, which we continue to own. In conjunction with this agreement, Methanex chose to shutdown our methanol plant July 1, 2000 and provide our methanol requirements with imports. On July 15, 2000, Praxair Hydrogen Supply, Inc., a supplier of raw materials to our acetic acid and plasticizers facilities, experienced a mechanical failure at its Texas City facility. As a result, we were forced to temporarily shut down our acetic acid facilities and a portion of our plasticizers facilities. In an effort to mitigate the negative impact on our acetic acid and plasticizers operations, we performed maintenance activities at these facilities that were originally scheduled to be performed at a later date. This event is not expected to have a material adverse affect on our financial condition or results of operations in the fourth fiscal quarter. Spot prices for styrene peaked early in the third fiscal quarter at approximately $0.50 per pound. However, the completion of several industry turnarounds early in the quarter, combined with decreased styrene purchases by customers in Asia and lower polystyrene operating rates, caused spot prices to decline to approximately $0.30 per pound by the end of the quarter. Spot prices have continued to be in the $0.30-$0.35 per pound range for the first part of our fiscal fourth quarter. This decline in sales prices together with higher raw materials and energy costs, has resulted in a significant decrease in styrene margins. 22 23 RESULTS OF OPERATIONS Our revenues were approximately $293 million in the third quarter of fiscal 2000, an increase of approximately 61% from the approximately $182 million in revenues we received in the third quarter of fiscal 1999. Our revenues were approximately $805 million in the first nine months of fiscal 2000, an increase of approximately 59% from the approximately $506 million in revenues we received in the first nine months of fiscal 1999. These increases in our revenues resulted primarily from higher styrene sales prices and sales volumes attributable to improved conditions in the styrene market. Our revenues were also favorably impacted by increased acrylonitrile sales prices and volumes. We recorded a net loss attributable to common stockholders of approximately $0.2 million, or $0.05 per share, for the third quarter of fiscal 2000, compared to the net loss attributable to common stockholders of approximately $17.1 million, or $1.37 per share, we recorded for the third quarter of fiscal 1999. We recorded a net loss attributable to common stockholders of approximately $8.7 million, or $0.72 per share, for the first nine months of fiscal 2000, compared to the net loss attributable to common stockholders of approximately $56.3 million, or $4.43 per share, we recorded for the first nine months of fiscal 1999. Our improved performance was primarily due to increased styrene margins and sales volumes and, to a lesser extent, increased acrylonitrile sales prices and volumes, partially offset by increased interest expense. In addition, our performance during the first nine months of fiscal 1999 was negatively impacted by a one-time non-cash charge related to early retirement programs and benefit changes and workforce reductions in our petrochemicals business and our pulp chemicals business. Revenues, Cost of Goods Sold, and Gross Profit Petrochemicals. Revenues from our petrochemicals operations were approximately $239 million in the third quarter of fiscal 2000, an increase of approximately 78% from the approximately $134 million in revenues we received from these operations during the third quarter of fiscal 1999. Revenues from our petrochemicals operations were approximately $648 million for the first nine months of fiscal 2000, an increase of approximately 77% from the approximately $366 million in revenues we received from these operations during the first nine months of fiscal 1999. These increases in revenues resulted primarily from increased styrene sales prices and volumes, and to a lesser extent, increased acrylonitrile sales prices and volumes. In addition, the first nine months of fiscal 1999 were negatively impacted by our styrene unit's scheduled shutdown during the second quarter of fiscal 1999. Our petrochemicals operations recorded operating income of approximately $23 million for the third quarter of fiscal 2000, whereas these operations recorded operating losses of approximately $12 million for the third quarter of fiscal 1999. Our petrochemicals operations recorded operating income of approximately $63 million for the first nine months of fiscal 2000, whereas these operations recorded operating losses of approximately $26 million for the first nine months of fiscal 1999. The improved performance of our petrochemicals operations resulted primarily from increased styrene margins and sales volumes and, to a lesser extent, increased acrylonitrile sales prices and volumes. In addition, our results of operations during the first nine months of fiscal 1999 were negatively impacted by a scheduled shutdown of our styrene unit during the second quarter of fiscal 1999 and a one-time non-cash charge related to early retirement programs and benefit changes. Revenues from our styrene operations were approximately $131 million in the third quarter of fiscal 2000, an increase of approximately 111% from the approximately $62 million in revenues we received from these operations in the third quarter of fiscal 1999. Revenues from our styrene operations were approximately $374 million in the first nine months of fiscal 2000, an increase of approximately 129% from the approximately $163 million in revenues we received from these operations in the first nine months of fiscal 1999. Sales prices for our styrene in the third quarter and first nine months of fiscal 2000 increased approximately 101% and 86%, respectively, from those realized during the third quarter and first nine months of fiscal 1999. In addition, sales volumes of our styrene in the third quarter and first nine months of fiscal 2000 increased approximately 13% and 28%, respectively, from those realized during the third quarter and first nine months of fiscal 1999. These increases in revenues, sales prices, and volumes for our styrene resulted primarily from the combination of stronger market demand, previous operating problems experienced at several of our competitors, and generally low inventory levels worldwide. In addition, during the second quarter of fiscal 1999, our styrene unit was shutdown for approximately one month for routine maintenance. During the third quarter and first nine months of fiscal 2000, prices for benzene, one of the primary raw materials for styrene, were approximately 68% and 53% higher, respectively, than the prices we paid for benzene in the third quarter and first nine months of fiscal 1999, and prices for ethylene, the other primary raw material for styrene, were approximately 98% and 67% higher, respectively, than the prices we paid for ethylene in the third quarter and first nine months of fiscal 1999. Margins on our styrene sales in the third quarter and first nine months of fiscal 2000 increased from the margins we received in the third quarter and first nine months of fiscal 1999, primarily as a result of the significant increase in sales prices, which more than offset our higher raw materials and energy costs. Revenues from our acrylonitrile operations were approximately $42 million in the third quarter of fiscal 2000, an increase of approximately 147% from the approximately $17 million in revenues we received from these operations in the third quarter of fiscal 1999. Revenues from our acrylonitrile operations were approximately $98 million in the first nine months of fiscal 2000, an increase of approximately 85% from the approximately $53 million in revenues we received from these operations in the first nine months of fiscal 1999. Sales prices for our acrylonitrile in the third quarter and first nine months of fiscal 2000 increased 23 24 approximately 178% and 127%, respectively, from those realized during the third quarter and first nine months of fiscal 1999. These increases in revenues and sales prices from our acrylonitrile resulted primarily from the combination of stronger market demand, previous operating problems experienced at several of our competitors, and generally low inventory levels worldwide. Sales volumes of our acrylonitrile increased approximately 32% in the third quarter and first nine months of fiscal 2000 from those realized during the third quarter and first nine months of fiscal 1999. This increase in sales volumes of our acrylonitrile was primarily the result of our acrylonitrile facilities being operated at increased rates following the completion of work related to the DSIDA project and improved market conditions. During the third quarter and first nine months of fiscal 2000, prices for propylene, one of the primary raw materials for acrylonitrile, were approximately 73% and 106% higher, respectively, than the prices we paid for propylene in the third quarter and first nine months of fiscal 1999, and prices for ammonia, the other primary raw material for acrylonitrile, were approximately 16% and 12% higher, respectively, than the prices we paid for ammonia in the third quarter and first nine months of fiscal 1999. Margins on our acrylonitrile sales in the third quarter and first nine months of fiscal 2000 increased from the margins we received in the third quarter and first nine months of fiscal 1999, primarily as a result of higher sales prices, which more than offset our higher raw materials prices. Revenues from our acrylic fibers operations were approximately $19 million in the third quarter of fiscal 2000, an increase of approximately 12% from the approximately $17 million in revenues we received from these operations in the third quarter of fiscal 1999. Revenues from our acrylic fibers operations were approximately $53 million in the first nine months of fiscal 2000, an increase of approximately 10% from the approximately $48 million in revenues we received from these operations in the first nine months of fiscal 1999. Sales volumes of our acrylic fibers in the third quarter and first nine months of fiscal 2000 increased approximately 1% and 15%, respectively, from those realized during the third quarter and first nine months of fiscal 1999. Sales prices for our acrylic fibers in the third quarter and first nine months of fiscal 2000 increased approximately 9% and decreased approximately 3%, respectively, from those realized during the third quarter and first nine months of fiscal 1999. The performance of our acrylic fibers operations in the third quarter and first nine months of fiscal 2000 was negatively impacted by weak market conditions, imports from foreign suppliers, and higher raw materials and energy costs. Revenues from our other petrochemicals operations, including acetic acid, plasticizers, and methanol, were approximately $47 million in the third quarter of fiscal 2000, an increase of approximately 27% from the approximately $37 million in revenues we received from these operations in the third quarter of fiscal 1999. Revenues from our other petrochemicals were approximately $122 million in the first nine months of fiscal 2000, an increase of approximately 18% from the approximately $103 million in revenues we received from these operations in the first nine months of fiscal 1999. These increases in revenues resulted primarily from increased methanol sales volumes. Our other petrochemicals operations reported a decrease in operating earnings in the third quarter and first nine months of fiscal 2000 compared to that realized in the third quarter and first nine months of fiscal 1999. This decrease in operating earnings resulted primarily from a reduction in margins for our plasticizers caused by higher raw materials costs. Pulp Chemicals. Revenues from our pulp chemicals operations were approximately $54 million in the third quarter of fiscal 2000, an increase of approximately 13% from the approximately $48 million in revenues we received from these operations in the third quarter of fiscal 1999. Revenues from our pulp chemicals operations were approximately $157 million in the first nine months of fiscal 2000, an increase of approximately 12% from the approximately $140 million in revenues we received from these operations in the first nine months of fiscal 1999. Sales volumes of our sodium chlorate business in the third quarter and first nine months of fiscal 2000 increased approximately 6% and 8%, respectively, from those realized in the third quarter and first nine months of fiscal 1999. Sales prices of our sodium chlorate in the third quarter and first nine months of fiscal 2000 increased approximately 4% and 2%, respectively, from those realized in the third quarter and first nine months of fiscal 1999. Our pulp chemicals operations recorded operating earnings of approximately $9 million in the third quarter of fiscal 2000 compared to operating earnings of approximately $6 million the third quarter of fiscal 1999. Our pulp chemicals operations recorded operating earnings of approximately $25 million in the first nine months of fiscal 2000 compared to operating earnings of approximately $21 million the first nine months of fiscal 1999. These increases in revenues, sales volumes, sales prices, and operating earnings resulted primarily from increased operating rates at pulp mills and the continued conversion to elemental chlorine free bleaching at pulp mills. Selling, General, and Administrative ("SG&A") Expenses Our SG&A expenses in the third quarter and first nine months of fiscal 2000 were approximately $11 million and $30 million, respectively, compared to approximately $9 million and $28 million for the same periods of fiscal 1999. These increases are primarily the result of the increase in variable compensation costs as a result of improved business performance. Other Expense We had other expense of approximately $2 million and $11 million for the third quarter and first nine months of fiscal 1999, 24 25 respectively. These amounts relate to a one-time non-cash charge related to early retirement programs and benefit changes and additional amounts related to workforce reductions in our petrochemicals business and our pulp chemicals business. Interest and Debt Related Expenses Our interest and debt related expense was approximately $31 million and $92 million for the third quarter and first nine months of fiscal 2000, respectively, compared to approximately $25 million and $75 million for the same periods of fiscal 1999, respectively. These increases resulted primarily from the higher interest rates we paid on some of our indebtedness after we refinanced that indebtedness in July of 1999 and the payment of interest on the additional indebtedness we incurred at that time. Provision (Benefit) for Income Taxes Our provision for income taxes for the third quarter and first nine months of fiscal 2000 was approximately $1 million and $3 million, respectively, reflecting the foreign tax provision on the income of our Canadian subsidiaries. Due to the recurring losses of our United States subsidiaries, in fiscal 2000 we recorded a valuation allowance in an amount equal to the benefit for income taxes generated by losses from our United States subsidiaries. Our benefit for income taxes for the third quarter and first nine months of fiscal 1999 was approximately $7 million and $26 million, respectively. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2000, our long-term debt, including current maturities, totaled approximately $967 million and consisted of: o Chemicals' two secured revolving credit facilities; o two secured term loans under a credit facility at our Saskatoon subsidiary; o Chemicals' 11 1/4% Senior Subordinated Notes due 2007, 11 3/4% Senior Subordinated Notes due 2006, and 123/8% Senior Secured Notes due 2006; and o Holdings' 13 1/2% Senior Secured Discount Notes due 2008. On July 23, 1999, Chemicals completed a refinancing of all senior debt outstanding under its old senior credit facility by issuing its 123/8% Notes, establishing a revolving credit facility secured by its and some of its subsidiaries' fixed assets and certain other assets and establishing an additional revolving credit facility secured by its and some of its subsidiaries' working capital. The two revolving credit facilities provide an aggregate borrowing capacity of $155 million. The refinancing increased our liquidity by eliminating near-term debt amortization and financial covenants associated with the old senior credit facility, as well as by increasing revolving credit availability. Although no assurances can be given, we believe the additional liquidity provided by the refinancing, when combined with cash flows from operations and other sources of available capital, will be sufficient to enable us to operate through current and expected market conditions for our primary petrochemicals products through at least fiscal 2001. This belief is largely based upon assumptions regarding the condition of the markets of our primary products over the next few years, which assumptions are based in part on published reports of industry experts. If these assumptions prove to be incorrect or there is a material deterioration in the markets for our primary products, there is a strong possibility that we would be unable to fund our operations and meet our debt service requirements over an extended period. As noted in the Annual Report, dividend restrictions in the indentures governing the 123/8% Notes, the 11 3/4% Notes and the 11 1/4% Notes allow Chemicals to pay dividends to Holdings in connection with required interest payments on the 13 1/2% Notes only if the ratio of the consolidated EBITDA of Chemicals and certain of its subsidiaries to their interest expense is 2.0 to 1.0 or greater, on a trailing four quarter basis. Holdings currently has no source of funds to make interest payments on the 13 1/2% Notes other than dividends from Chemicals and must make the first cash interest payment on the 13 1/2% Notes on February 15, 2002. Based upon our anticipated consolidated interest expense for the four quarter period ending December 31, 2001, Chemicals and its subsidiaries (excluding our subsidiary that conducts operations in Saskatoon) would need to generate approximately $190 million in consolidated EBITDA during such four quarter period in order to pay a dividend to Holdings to make the required cash interest payment on February 15, 2002. While there is a possibility that Chemicals could generate sufficient EBITDA to pay dividends to Holdings for the purpose of paying one or more of the initial interest payments on the 13 1/2% Notes, we can give no assurances to that effect. Moreover, we believe that it is unlikely that Chemicals will generate sufficient EBITDA to pay dividends to Holdings every time an interest payment becomes due on the 13 1/2% Notes through their maturity in 2008. The permissible methods for reducing the risk of a cash interest payment default on the 13 1/2% Notes are limited in scope and amount and no assurances can be given that any such permissible method will be available or sufficient. 25 26 If Holdings fails to make a required interest payment on the 13 1/2% Notes, the holders would have certain remedies available to them under the Indenture, including the option of accelerating the maturity of the 13 1/2% Notes. A default under the 13 1/2% Notes will not, in and of itself, cause a default under the Indentures for 123/8% Notes, the 11 3/4% Notes or the 11 1/4% Notes. However, a default under the 13 1/2% Notes will cause a default under Chemicals' Credit Agreement, giving the lenders under the Credit Agreement the option of accelerating the indebtedness under the Credit Agreement and terminating all commitments to lend under the Credit Agreement. If the indebtedness under the Credit Agreement is accelerated, a default will occur under the Indentures for the 123/8% Notes, the 11 3/4% Notes or the 11 1/4% Notes. Consequently, whether a default under the 13-1/2% Notes Indenture results in a default under the Indentures for the 123/8% Notes, the 11 3/4% Notes or the 11 1/4% Notes depends on the actions of the lenders under the Credit Agreement. If the lenders under the Credit Agreement do not accelerate the indebtedness under the Credit Agreement, the default under the 13 1/2% Notes Indenture will have no effect under the Credit Agreement or the Indentures for the 123/8% Notes, the 11 3/4% Notes or the 11 1/4% Notes. We cannot predict what actions (if any) any of our lenders or noteholders would take following a default under the 13 1/2% Notes. Additional possible implications of a default under the 13-1/2% Notes are described in the Annual Report. Available credit under the working capital revolver is subject to a monthly borrowing base consisting of 85% of eligible accounts receivable and 65% of eligible inventory, with an inventory cap of $42.5 million. In addition, the borrowing base for the working capital revolver must exceed outstanding borrowings thereunder by $12 million at all times. At June 30, 2000, the total credit available under the secured revolving credit facilities was $155 million, with approximately $40 million drawn under the fixed assets revolver. Therefore, at June 30, 2000, we had additional borrowing capacity of approximately $115 million. The credit agreement obligates us to make mandatory prepayments of the outstanding revolving credit loans if we take certain actions, including selling certain assets owned by Chemicals and various subsidiaries and issuing equity securities of Holdings. If such a mandatory prepayment becomes due, there will be a corresponding permanent reduction of the loan commitments under the secured revolving credit facilities. We have no current plans to take any action that would trigger a mandatory prepayment of this nature. The credit agreement and the indentures governing the 13 1/2% Notes, the 123/8% Notes, the 11 3/4% Notes, and the 11 1/4% Notes contain numerous covenants, including, but not limited to, annual limits on our aggregate capital expenditures and restrictions on our ability to incur indebtedness, pay dividends, create liens, sell assets, engage in mergers and acquisitions, and refinance existing indebtedness. In addition, these indentures and the credit agreement specify various circumstances that will constitute, upon occurrence and subject in certain cases to notice and grace periods, an event of default thereunder. However, none of the indentures or the credit agreement require us to satisfy any financial ratios or maintenance tests. The credit agreement and the indentures governing the 123/8% Notes, the 11 1/4% Notes, and the 11 3/4% Notes also contain provisions which restrict the ability of Chemicals to pay dividends or make loans or advances to Holdings. The most restrictive of these covenants limits these types of payments during fiscal 2000 to approximately $2.0 million, plus any amounts due to Holdings from Chemicals under our intercompany tax sharing agreement. Standby Equity Commitments In December of 1998, Holdings entered into separate Standby Purchase Agreements with each of Gordon A. Cain, William A. McMinn, James Crane, Frank P. Diassi, Frank J. Hevrdejs, and Koch Capital Services, Inc. Pursuant to the terms of the Standby Purchase Agreements, the purchasers committed to purchase up to 2.5 million shares of Holdings' common stock, at a price of $6.00 per share, if, as, and when requested by us at any time or from time to time prior to December 15, 2001. Under each of the Standby Purchase Agreements, we may only require the purchasers to purchase these shares if we believe that such capital is necessary to maintain, reestablish, or enhance our borrowing ability under our revolving credit facilities or to satisfy any requirement thereunder to raise additional equity. To induce the purchasers to enter into the Standby Purchase Agreements, Holdings issued warrants to purchase an aggregate of 300,000 shares of its common stock to the purchasers at an exercise price of $6.00 per share. Under the Standby Purchase Agreements, Holdings is obligated to issue additional warrants to purchase up to 300,000 additional shares of its common stock to the purchasers if, as, and when they purchase shares of Holdings' common stock under the Standby Purchase Agreements. Saskatoon Facility In July of 1997, Sterling Pulp Chemicals (Sask) Ltd., our Canadian subsidiary that operates our Saskatoon facility, entered into a credit agreement with The Chase Manhattan Bank of Canada, individually and as administrative agent, and certain other financial institutions. The indebtedness under the Saskatoon credit agreement is secured by substantially all of the assets of this subsidiary, including the Saskatoon facility. The Saskatoon credit agreement requires that certain amounts of "Excess Cash Flow" 26 27 be used to prepay amounts outstanding under the term portion of the credit facility. A mandatory prepayment in the amount of approximately Cdn. $2 million was made in the first quarter of fiscal 2000 pursuant to this obligation. The Saskatoon credit agreement provides a revolving credit facility of Cdn. $8 million to be used by the Saskatoon subsidiary solely for its general corporate purposes. No borrowings were outstanding under the Saskatoon revolving credit facility as of June 30, 2000. We believe the credit available under the Saskatoon revolving credit facility, when added to internally generated funds and other sources of capital, will be sufficient to meet the Saskatoon subsidiary's liquidity needs for the reasonably foreseeable future, although we can give no assurances to that effect. Covenants contained in the Saskatoon credit agreement severely restrict our ability to access the cash flows of our Saskatoon subsidiary. In addition, as our Saskatoon subsidiary is designated as an "Unrestricted Subsidiary" under the credit agreement and the indentures for the 13 1/2% Notes, the 123/8% Notes, the 11 3/4% Notes, and the 11 1/4% Notes, our Saskatoon subsidiary's results are not considered in determining compliance with the covenants contained in those documents. The Saskatoon credit agreement also contains provisions which restrict the ability of our Saskatoon subsidiary to pay dividends or make advances or loans to us. The most restrictive of these covenants limits these types of payments during fiscal 2000 to approximately $1 million, plus any amounts it owes us under our intercompany tax sharing agreement. Working Capital Our working capital at June 30, 2000 was approximately $109 million, an increase of approximately $17 million from September 30, 1999. This increase in our working capital was primarily due to an increase in the amount of our accounts receivables which resulted from higher sales prices for our styrene and acrylonitrile and an increase in inventories, offset by an increase in accounts payable resulting from favorable changes in payment terms for some of our major raw materials, higher raw material costs, and an increase in accrued liabilities. Cash Flow Net cash provided by our operations was approximately $40 million for the first nine months of fiscal 2000, compared to net cash used in our operations of approximately $12 million for the first nine months of fiscal 1999. This approximately $52 million increase in net cash provided by operations was primarily due to the decrease in net loss. Capital Expenditures Our capital expenditures in the first nine months of fiscal 2000 were approximately $22 million, compared to capital expenditures in the first nine months of fiscal 1999 of approximately $18 million. Our capital expenditures in the first nine months of fiscal 2000 were primarily related to the DSIDA project, a water disposal project, and routine safety, environmental, and replacement capital. During the remainder of fiscal 2000, we expect to spend approximately $8 million to $10 million on the DSIDA project and routine safety, environmental, and replacement capital. We expect to fund our remaining fiscal 2000 capital expenditures from operating cash flow, plus borrowings under our secured revolving credit facilities, if needed. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Through the first nine months of fiscal 2000, there were no significant changes in our market risk disclosures as set forth in the Annual Report. 27 28 PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The information under "Legal Proceedings" in Note 4 of the Notes to Consolidated Financial Statements herein is hereby incorporated by reference. See also "Item 3. Legal Proceedings" in the Annual Report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: The following exhibits are filed as part of this Form 10-Q. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 10.1 - Amended and Restated Key Employee Protection Plan. 11.1 - Earnings Per Share Calculation. 15.1 - Letter of Deloitte & Touche LLP regarding unaudited interim financial information. 27.1 - Financial Data Schedule of Sterling Chemicals Holdings, Inc. 27.2 - Financial Data Schedule of Sterling Chemicals, Inc. (b) Reports on Form 8-K. None. 28 29 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. STERLING CHEMICALS HOLDINGS, INC. STERLING CHEMICALS, INC. (Registrants) Date: August 14, 2000 /s/ FRANK P. DIASSI ------------------------------------------ Frank P. Diassi Chairman of the Board of Directors (Principal Executive Officer) Date: August 14, 2000 /s/ GARY M. SPITZ ------------------------------------------ Gary M. Spitz Executive Vice President-Finance and Chief Financial Officer (Principal Financial Officer) 29 30 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 10.1 - Amended and Restated Key Employee Protection Plan. 11.1 - Earnings Per Share Calculation. 15.1 - Letter of Deloitte & Touche LLP regarding unaudited interim financial information. 27.1 - Financial Data Schedule of Sterling Chemicals Holdings, Inc. 27.2 - Financial Data Schedule of Sterling Chemicals, Inc.
(b) Reports on Form 8-K. None. EX-10.1 2 ex10-1.txt AMENDED & RESTATED KEY EMPLOYEE PROTECTION PLAN 1 STERLING CHEMICALS HOLDINGS, INC. STERLING CHEMICALS, INC. AMENDED AND RESTATED KEY EMPLOYEE PROTECTION PLAN PRELIMINARY STATEMENTS A. Sterling Chemicals Holdings, Inc. and Sterling Chemicals, Inc. are Delaware corporations. B. The Holdings Board and the Chemicals Board (as such terms are defined below) have previously duly adopted that certain Key Employee Protection Plan dated effective as of January 1, 2000 (the "Existing Plan"). C. The Holdings Board and the Chemicals Board desire to amend the Existing Plan in certain respects effective as of July 26, 2000 (the "Effective Date"). NOW, THEREFORE, the Existing Plan is hereby amended and restated to read in its entirety as follows: ARTICLE I Definitions and Interpretations Section 1.01. Definitions. Capitalized terms used in this Plan shall have the following respective meanings, except as otherwise provided or as the context shall otherwise require: "Annual Compensation" shall mean, when used as of any date with reference to any Participant, the sum of (i) the highest annual base salary of such Participant in effect at any time during the three-year period ending immediately prior to the date on which the applicable Change of Control occurs plus (ii) the Targeted Bonus, if any, of such Participant in effect immediately prior to the date on which the applicable Change of Control occurs. "Applicable Multiplier" shall mean, when used with reference to any Participant, the multiplier specified in the Instrument of Designation executed and delivered by Holdings and such Participant in accordance with Section 2.01(b); provided, however, that in no event shall the Applicable Multiplier of any Participant be less than 0.50 (except as provided in Section 2.03) or greater than 2.99. "Benefit Plan" shall mean any employee benefit plan (including any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974), program, arrangement or practice maintained, sponsored or provided by Holdings 2 or any Subsidiary, including those relating to bonuses, incentive compensation, retirement benefits, stock options, stock ownership or stock awards, healthcare and medical benefits, disability benefits, death benefits, disability, life, accident and travel insurance, sick leave, vacation pay or termination pay. "CEO" shall mean the Chief Executive Officer of Holdings. "Chairman" shall mean the Chairman of the Board of Holdings. "Change of Control" shall mean the occurrence of any of the following events: (i) Holdings shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned Subsidiary), (ii) Holdings sells, leases or exchanges all or a substantial part of its assets (other than in the ordinary course of business) to any other person or entity (other than a wholly-owned Subsidiary), (iii) Holdings is to be dissolved and liquidated, (iv) Chemicals sells, leases or exchanges all or a substantial part of its assets (other than in the ordinary course of business) to any other person or entity (other than Holdings or another wholly-owned Subsidiary), (v) Chemicals ceases to be a wholly-owned Subsidiary for any reason other than a merger, consolidation or other reorganization in which Holdings or a wholly-owned Subsidiary is the surviving entity, (vi) Chemicals sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than Holdings or another wholly-owned Subsidiary), (vii) any person or entity, including a "group" as contemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including the power to vote) of more than 50% of the outstanding shares of Holdings' voting stock (based upon voting power) or (viii) as a result of or in connection with any tender or exchange offer, merger or other business combination, sale of assets or contested election of directors (by proxy or otherwise), the persons who were directors of Holdings immediately prior to such offer, merger or other business combination, sale of assets or election shall cease to constitute a majority of the Holdings Board (or a majority of the board of directors of any successor to Holdings) or a majority of the elected officers of Holdings immediately prior to such offer, merger or other business combination, sale of assets or election shall cease to serve as elected officers of Holdings (or any successor to Holdings). "Chemicals" means Sterling Chemicals, Inc. and any successor to all or substantially all of the business, operations or assets thereof pursuant to a Change of Control. "Chemicals Board" means the Board of Directors of Chemicals. "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference in this Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section. "Company" shall mean Holdings and the Subsidiaries, including Chemicals. -2- 3 "Compensation Committee" shall mean the Compensation Committee of the Holdings Board. "Disability" shall mean, when used with reference to any Participant, a physical or mental condition of such Participant that, in the opinion of a licensed physician reasonably acceptable to Holdings and such Participant or his or her legal representative, (a) prevents such Participant from being able to perform the services required of him or her as an employee of the Company, (b) has continued for at least 180 days during any period of twelve consecutive months and (c) is reasonably expected to continue. "Effective Date" has the meaning specified in the Preliminary Statements. "Existing Plan" has the meaning specified in the Preliminary Statements. "Good Reason" shall mean, when used with reference to any Participant, any of the following actions or failures to act, but in each case only if it occurs at the time of or after a Change of Control and while such Participant is employed by Holdings or any Subsidiary and then only if it is not consented to by such Participant in writing: (a) if (but only if) such Participant is Grade S23 or higher, a material change in such Participant's reporting responsibilities, titles or elected or appointed offices as in effect immediately prior to the date on which the Change of Control occurs, including any change caused by the removal of such Participant from, or the failure to re-elect such Participant to, any material corporate office of the Company held by such Participant immediately prior to the date on which the Change of Control occurs but excluding any such change that occurs in connection with such Participant's death, disability or retirement; (b) if (but only if) such Participant is Grade S23 or higher, the assignment to such Participant of duties and/or responsibilities that are materially inconsistent with such Participant's status, positions, duties, responsibilities and functions with the Company immediately prior to the date on which the Change of Control occurs; (c) a material reduction by the Company in such Participant's total compensation in effect immediately prior to the date on which the Change of Control occurs or as such compensation may thereafter be increased from time to time; (d) the failure of the Company to continue such Participant's eligibility for participation in Benefit Plans providing benefits that, in the aggregate, are at least as favorable to such Participant as those provided under the Benefit Plans in which he or she was a participant immediately prior to the date on which the Change of Control occurs; -3- 4 (e) the failure of the Company to maintain Benefit Plans entitling such Participant to benefits that, in the aggregate, are at least as favorable to such Participant as those available to such Participant immediately prior to the date on which the Change of Control occurs; (f) any change of more than 75 miles (or, in the case of any Participant for whom the Compensation Committee has approved a shorter distance, such shorter distance) in the location of the principal place of employment of such Participant immediately prior to the date on which the Change of Control occurs; (g) any purported termination of such Participant's employment for Misconduct or Disability not in accordance with the provisions of Section 3.02; or (h) any purported termination of such Participant's participation in this Plan not in accordance with the provisions of Section 2.01(c). For purposes of this definition, none of the actions described in clauses (a) through (c) above shall constitute a Good Reason with respect to any Participant if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company promptly after receipt of notice thereof given by such Participant. For purposes of this definition, any action or failure to act described in clauses (a) through (h) above shall cease to be a Good Reason with respect to any Participant on the date which is 60 days after such Participant acquires actual knowledge of such action or failure to act unless, prior to such date, such Participant gives a Termination Notice pursuant to Section 3.01. In the event of any dispute between the Company, on the one hand, and any Participant, on the other hand, with respect to the amount of total compensation of such Participant for purposes of clause (c) above or the aggregate value or level of any of such Participant's benefits for purposes of clause (d) or (e) above, the Company and such Participant shall use their best efforts to resolve such dispute themselves. If they are unable to resolve the dispute within 15 business days, Deloitte & Touche L.L.P., or such other nationally recognized accounting firm or employee benefits firm acceptable to the Company and such Participant, shall be engaged by the Company to make its own determination with respect to the dispute and the determination by such firm shall be final and binding on the Company (including the Compensation Committee) and such Participant. If any firm is engaged with respect to any dispute as aforesaid, (i) such firm shall be instructed to make its determination as soon as practicable and to use such materiality standard as such firm may determine to be reasonable under the circumstances and (ii) the disputants shall provide such firm with all books, records and other information relevant to such dispute as such firm may reasonably request. No firm engaged as aforesaid shall be liable or responsible to the Company (including the Compensation Committee) or any Participant for any determination made by such firm in good faith. "Grade" shall mean (i) when used with reference to any Participant for purposes of Section 2.02, his or her salary classification by the Company immediately prior to the date -4- 5 on which a Change of Control occurs and (ii) when used with reference to any Participant for purposes of Section 2.03, his or her salary classification by the Company on the relevant Termination Date. "Holdings" means Sterling Chemicals Holdings, Inc. and any successor to all or substantially all of the business, operations or assets thereof pursuant to a Change of Control. "Holdings Board" means the Board of Directors of Holdings. "Misconduct" shall mean, when used with reference to any Participant: (a) the commission by such Participant of acts that are both dishonest and demonstrably injurious to the Company (monetarily or otherwise) in any material respect; (b) the failure of such Participant to observe and comply with the Company's published policies relating to alcohol and drugs, harassment or antitrust; (c) the failure of such Participant to observe and comply with any other lawful published policy of the Company, but, in the case of any such failure that is capable of being remedied, only if such failure shall have continued unremedied for more than 30 days after written notice thereof is given to such Participant by Holdings and/or Chemicals; (d) the willful failure of such Participant to observe and comply with all lawful and ethical directions and instructions of the Holdings Board, the Chairman and/or the CEO; (e) the failure of such Participant to perform, in any material respect, his or her duties with the Company, but only if such failure was not caused by disability or incapacity and shall have continued unremedied for more than 30 days after written notice thereof is given to such Participant by Holdings and/or Chemicals; (f) the conviction of such Participant for a felony offense; or (g) any willful conduct on the part of such Participant that prejudices, in any material respect, the reputation of the Company in the fields of business in which it is engaged or with the investment community or the public at large, but only if such Participant knew, or should have known, that such conduct could have such result. For purposes of clauses (d) and (g) above, no act or failure to act on the part of any Participant shall be considered "willful" if such act or failure to act was done or omitted to -5- 6 be done by such Participant in good faith and with the reasonable belief that such Participant's action or omission was in the best interest of the Company. If any Participant is a party to a written employment agreement with the Company, then clause (d) above shall not apply to any directions or instructions that are contrary to or inconsistent with any of the positions, functions, duties or reporting responsibilities of such Participant as set forth in such written employment agreement or that violate any of such Participant's rights, privileges or immunities under such employment agreement. In case of any dispute regarding whether or not any conduct by a Participant meets any of the standards set forth in clauses (a) through (g) above, the burden of proof shall rest with the Company. "Participants" shall mean, except as otherwise provided in Section 2.01(c), those employees of Holdings or any Subsidiary who are from time to time designated by the Compensation Committee as Participants in accordance with Section 2.01(b). "Pension Plan" shall mean the Sterling Chemicals, Inc. Amended and Restated Salaried Employees' Pension Plan (effective as of May 1, 1996) or any successor plan. "Plan" shall mean this Amended and Restated Key Employee Protection Plan, as amended, supplemented or modified from time to time in accordance with its terms. "Qualified Plan" shall mean a "qualified plan" within the meaning of section 401(a) of the Code. "Severance Amount" has the meaning specified in Section 2.02(a)(i). "Subsidiary" shall mean any corporation, limited partnership, general partnership, limited liability company or other form of entity a majority of any class of voting stock or other voting rights of which is owned, directly or indirectly, by Holdings. "Targeted Bonus" shall mean, when used with reference to any Participant at any time, the amount determined by multiplying the annual base salary of such Participant in effect immediately prior to the applicable Change of Control times such Participant's Target Bonus Percentage, if any, in effect immediately prior to the date on which such Change of Control occurs under the Company's bonus plan for salaried employees. "Termination Date" shall mean the termination date specified in a Termination Notice delivered in accordance with Article III. "Termination Notice" shall mean, as appropriate, (a) a notice from a Participant to Holdings purporting to terminate such Participant's employment for Good Reason in accordance with Section 3.01 or (b) a notice from Holdings and/or Chemicals to any Participant purporting to terminate such Participant's employment for Misconduct or Disability in accordance with Section 3.02. -6- 7 Section 1.02. Interpretation. In this Plan, unless a clear contrary intention appears, (a) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Plan as a whole and not to any particular Article, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section hereof and (c) the words "including" (and with correlative meaning "include") means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. ARTICLE II Eligibility and Benefits Section 2.01. Eligible Employees. (a) This Plan is only for the benefit of Participants, and no other employees or personnel shall be eligible to participate in this Plan or to receive any rights or benefits hereunder. (b) The Compensation Committee (acting upon the recommendation of the Chairman and the CEO) shall be authorized from time to time to designate one or more members of a select group of management or highly compensated employees of the Company as Participants. Each such designation shall be evidenced by an Instrument of Designation signed by Holdings and the Participant substantially in the form of Exhibit A hereto. Each such Instrument of Designation, and the designation evidenced thereby, shall be binding on the Company. (c) In the event the Compensation Committee determines in good faith that any Participant is no longer a key employee of the Company and thus should not continue to participate in this Plan, the Compensation Committee shall be permitted, subject to the limitations set forth below, to terminate such Participant's participation in this Plan on such date as shall be specified by written notice delivered to such Participant not less than 60 days prior to the date so specified, which notice shall state that it is a termination notice given pursuant to this Section 2.01(c). Upon the effective date of such termination, such Participant shall cease to be a Participant and, accordingly, such Participant shall no longer be entitled to receive any rights or benefits hereunder; provided, however, that such termination shall not affect the rights or benefits of such Participant or the obligations of the Company accrued under this Plan as of the effective date of such termination or the rights or benefits of such Participant or the obligations of the Company accruing under this Plan after the effective date of such termination on account of any Change of Control that occurred on or before such effective date. Notwithstanding the foregoing, the Compensation Committee shall not be permitted to terminate any Participant's participation in this Plan unless the sole reason therefor is that, in the good faith opinion of the Compensation Committee, such Participant has ceased to be a key employee of the Company and thus should not continue to participate in this Plan. Without limitation of the foregoing, the Compensation Committee may not terminate any Participant's participation in this Plan if such termination is directly or indirectly related to, connected with, in anticipation of, in furtherance of, pursuant to the terms of or during the pendency of any Change of Control or is for the purpose of directly or indirectly encouraging or facilitating a Change of Control. In case of any dispute regarding -7- 8 whether or not any purported termination of any Participant's participation in this Plan is permitted by, or satisfies any of the requirements of, this paragraph (c), the burden of proof shall rest with the Company. Section 2.02. Description of Benefits Triggered by Termination following a Change of Control. (a) Each Participant shall be entitled to receive the benefits described below if a Change of Control occurs after the Effective Date and if, within two years after the date on which such Change in Control occurs, either such Participant terminates his or her employment for Good Reason in accordance with Section 3.01 or the Company terminates such Participant's employment for any reason other than a termination for Misconduct or Disability in accordance with Section 3.02: (i) the Company shall pay to such Participant, within 30 days after the Termination Date, a lump sum cash payment equal to the sum of (A) the amount (the "Severance Amount") determined (subject to Section 2.04(b)) by multiplying the Annual Compensation of such Participant times the Applicable Multiplier, plus (B) all unused vacation time accrued by such Participant as of the Termination Date under the Company's vacation policy, plus (C) all accrued but unpaid compensation earned by such Participant as of the Termination Date, plus (D) all unpaid vested benefits earned or accrued by such Participant as of the Termination Date under any Benefit Plan (other than a Qualified Plan) in effect immediately prior to the date on which the Change of Control occurs; and (ii) for a period of 24 months (including 18 months of COBRA coverage) following the Termination Date, such Participant shall continue to be covered by all life, health care, medical and dental insurance plans and programs (excluding disability) of the Company by which he or she was covered on the Termination Date notwithstanding any subsequent termination or amendment of any such plan or programs and notwithstanding any eligibility provisions thereof to the contrary, provided that (A) such Participant makes a timely COBRA election following the Termination Date and (B) such Participant pays the regular employee premium required by such plans and programs or by COBRA, as the case may be. (b) No Participant shall be entitled to receive any of the benefits described in this Section 2.02 on account of any Change of Control unless such Change of Control occurred while such Participant was employed by the Company. Section 2.03. Description of Benefits Triggered by Termination Without a Change of Control. (a) The Compensation Committee shall be authorized, in its discretion, to confer the benefits described in paragraph (b) below upon one or more Participants who are Grade S23 or higher. As used in paragraph (b) below, "Senior Executive Participants" means those Participants, if any, who are Grade 23 or higher and upon whom the Compensation Committee shall have conferred the benefits provided by paragraph (b) below; provided, however, that each Senior Executive Participant who ceases to be a Participant in accordance with Section 2.01(c) shall thereupon also cease to be a Senior Executive Participant. -8- 9 (b) If, under circumstances where Section 2.02 is inapplicable, any Senior Executive Participant terminates his or her employment for Good Reason in accordance with Section 3.01 or the Company terminates such Senior Executive Participant's employment for any reason other than a termination for Misconduct or Disability in accordance with Section 3.02, then such Senior Executive Participant shall be entitled to receive, and the Company shall be obligated to pay and provide, all the benefits described in Section 2.02 the same as if a Change of Control had occurred on the date which is 60 days prior to the relevant Termination Date; provided, however, that, for purposes of calculating the Severance Amount payable to such Senior Executive Participant under this Section 2.03, the Applicable Multiplier of such Senior Executive Participant shall be reduced by 50%. In the case of each termination of employment covered by this Section 2.03, a Change of Control shall be deemed to have occurred on the date which is 60 days prior to the relevant Termination Date and, accordingly, all other provisions of this Plan shall be construed as if a Change of Control had actually occurred on such date. Section 2.04. Additional Provisions Relating to Benefits under Sections 2.02 and 2.03. (a) Anything in this Plan to the contrary notwithstanding, (i) the Company shall not be obligated to pay a Severance Amount to any Participant below Grade S23 or continue the non-COBRA benefits described in Section 2.02(a)(ii) for such Participant if the Termination Date is after such Participant's normal Retirement Date (as defined in the Pension Plan) and (ii) the Company's obligation to continue the benefits described in Section 2.02(a)(ii) for any Participant shall cease if and when such Participant becomes employed, on a full-time basis, by a third party which provides such Participant with substantially similar benefits. (b) Anything in this Plan to the contrary notwithstanding, the amount of the Severance Amount payable to any Participant under this Plan shall be reduced by the aggregate amount of all separation, severance or termination payments due to such Participant under (i) any Benefit Plan (other than this Plan), (ii) any agreement between such Participant and the Company or (ii) any applicable law, statute, rule, regulation, order or decree (or other pronouncement having the effect of law) of any nation or governmental authority. Section 2.05. Certain Additional Payments by the Company. Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution to or for the benefit of any Participant under this Plan (the "Triggering Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, being collectively referred to below as the "Excise Tax"), then such Participant shall be entitled to receive from the Company an additional payment (the "Gross-Up Payment") in an amount such that after payment by such Participant of all taxes (including any interest or penalties imposed with respect to such taxes) including any Excise Tax imposed on the Gross-Up Payment, such Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Triggering Payment. Notwithstanding the foregoing, in no event shall any Participant be entitled to receive a Gross-Up Payment greater than 25% of such Participant's Annual Compensation. All determinations required to be made under this Section 2.05 with respect to a particular Participant shall be made by the independent accounting firm then retained by Holdings in the ordinary course of business (which firm shall provide detailed supporting -9- 10 calculations to the Company and such Participant) and such determinations shall be final and binding on the Company (including the Compensation Committee) and all Participants. Section 2.06. Cost of Plan; Plan Unfunded; Participant's Rights Unsecured. The entire cost of this Plan shall be borne by the Company, and no contributions shall be required of the Participants. The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any benefit hereunder. The right of any Participant to receive the benefits provided for herein shall be an unsecured claim against the general assets of the Company. ARTICLE III Termination Notices Section 3.01. Termination Notices from Participants. For purposes of this Plan, in order for any Participant to terminate his or her employment for Good Reason, such Participant must give a written notice of termination to Holdings and/or Chemicals, which notice shall be in writing and signed by such Participant, shall be dated the date it is given to Holdings and/or Chemicals, shall specify the termination date and shall state that the termination is for a Good Reason and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such Good Reason. Any Termination Notice given by a Participant that is not in compliance, in all material respects, with the foregoing requirements shall be invalid and ineffective for purposes of this Plan. If Holdings or Chemicals receives from any Participant a Termination Notice that it believes is invalid and ineffective as aforesaid, it shall promptly notify such Participant of such belief and the reasons therefor. Section 3.02. Termination Notices from Company. For purposes of this Plan, in order for the Company to terminate any Participant's employment for Misconduct, Holdings and/or Chemicals must give a written notice of termination to such Participant, which notice shall be dated the date it is given to such Participant, shall specify the termination date and shall state that the termination is for Misconduct and shall set forth in reasonable detail the particulars thereof. For purposes of this Plan, in order for the Company to terminate any Participant's employment for Disability, Holdings and/or Chemicals must give a written notice of termination to such Participant, which notice shall be dated the date it is given to such Participant, shall specify the termination date and shall state that the termination is for Disability and shall set forth in reasonable detail the particulars thereof. Any Termination Notice given by Holdings and/or Chemicals that is not in compliance, in all material respects, with the foregoing requirements shall be invalid and ineffective for purposes of this Plan. Any Termination Notice purported to be given by Holdings and/or Chemicals to any Participant after the death or retirement of such Participant shall be invalid and ineffective. -10- 11 ARTICLE IV Dispute Resolution Section 4.01. Negotiation. Subject to Section 4.03, in case a dispute or controversy shall arise between any Participant (or any person claiming by, through or under any Participant) and the Company (including the Compensation Committee) relating to or arising out of this Plan, either disputant may give written notice to the other disputant ("Dispute Notice") that it wishes to resolve such dispute or controversy by negotiations, in which event the disputants shall attempt in good faith to negotiate a resolution of such dispute or controversy. If the dispute or controversy is not so resolved within 30 days after the effective date of the Dispute Notice, subject to Section 4.03, either disputant may initiate arbitration of the matter as provided in Section 4.02. All negotiations pursuant to this Section 4.01 shall be held at the Company's principal offices in Houston, Texas (or such other place as the disputants shall mutually agree) and shall be treated as compromise and settlement negotiations for the purposes of the federal and state rules of evidence and procedure. Section 4.02. Arbitration. Subject to Section 4.03, any dispute or controversy arising out of or relating to this Plan which has not been resolved by negotiations in accordance with Section 4.01 within 60 days of the effective date of the Dispute Notice shall be finally settled by arbitration conducted expeditiously in accordance with the labor arbitration rules of the American Arbitration Association. The arbitrator shall be not empowered to award damages in excess of compensatory damages and each disputant shall be deemed to have irrevocably waived any damages in excess of compensatory damages. The arbitrator's decision shall be final and legally binding on the disputants and their successors and assigns. The fees and expenses of the arbitrator shall be borne solely by the prevailing disputant or, in the event there is no clear prevailing disputant, as the arbitrator deems appropriate. All arbitration conferences and hearings shall be held in Houston, Texas. Section 4.03. Exclusivity, etc. The dispute resolution procedures set forth in Sections 4.01 and 4.02 shall not apply to any matter which, by the express provisions of this Plan, is to be finally determined by the Compensation Committee or by an accounting firm or employee benefits firm. No legal action may be brought with respect to this Plan except for the purpose of specifically enforcing the provisions of this Article IV or for the purpose of enforcing any arbitration award made pursuant to Section 4.02. ARTICLE V Miscellaneous Provisions Section 5.01. Cumulative Benefits. Except as provided in Section 2.04(b), the rights and benefits provided to any Participant under this Plan are cumulative of, and are in addition to, all of the other rights and benefits provided to such Participant under any Benefit Plan or any agreement between such Participant and the Company. -11- 12 Section 5.02. No Mitigation. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking or accepting other employment following a termination of his or her employment with the Company or otherwise, nor shall the amount of any payment provided for in this Plan be reduced by any compensation or benefit earned by a Participant as the result of employment by another employer or by retirement benefits. The Company's obligations to make payments to any Participant required under this Plan shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against such Participant. Section 5.03. Amendment and Termination. (a) The Holdings Board and the Chemicals Board shall be entitled to terminate this Plan at any time and for any reason; provided, however, that in no event shall such termination become effective with respect to any Participant prior to 90 days after notice of such termination is given to such Participant. (b) The Holdings Board and the Chemicals Board shall be entitled to amend this Plan at any time and for any reason; provided, however, that no amendment that would effectively reduce, alter, suspend or otherwise impair or prejudice the rights and benefits (whether accrued or unaccrued) of any Participant in any material respect (a "Material Amendment") shall become effective with respect to any Participant prior to 90 days after notice of such amendment is given to such Participant. For purposes of this paragraph (b), the termination of a Participant's participation in this Plan in accordance with Section 2.01(c) shall not be deemed to be an amendment of this Plan. (c) Notwithstanding the foregoing, no termination of this Plan and no Material Amendment shall be effective with respect to, or binding upon, any person who at the time is a Participant if such termination or such Material Amendment is directly or indirectly related to, connected with, in anticipation of, in furtherance of, pursuant to the terms of or during the pendency of any Change of Control or is for the purpose of directly or indirectly encouraging or facilitating a Change of Control. (d) No termination or amendment of this Plan shall affect the rights or benefits of any Participant or the obligations of the Company accrued under this Plan as of the effective date of such termination or amendment or any of the rights or benefits of such Participant or the obligations of the Company accruing under this Plan after the effective date of such termination or amendment on account of any Change of Control that occurred prior to such effective date. If any Participant shall become entitled to benefits under this Plan during the term of this Plan, then, notwithstanding the termination or amendment of this Plan, the benefits payable hereunder to such Participant shall be paid in full. (e) In case of any dispute regarding whether or not any purported termination or amendment of this Plan is permitted by, or satisfies any of the requirements of, this Section 5.03, the burden of proof shall rest with the Company. Section 5.04. Enforceability. The provisions of this Plan (i) are for the benefit of, and may be enforced directly by, each Participant the same as if the provisions of this Plan were -12- 13 set forth in their entirety in a written instrument executed and delivered by the Company and such Participant and (ii) constitute a continuing offer to all present and future Participants. Holdings and Chemicals, by their adoption of this Plan, (a) acknowledge and agree that each present and future Participant has relied upon and will continue to rely upon the provisions of this Plan in becoming, and serving as, an employee of the Company, (b) waive reliance upon, and all notices of acceptance of, this Plan by the Participants and (c) acknowledge and agree that no present or future Participant shall be prejudiced in his or her right to enforce directly the provisions of this Plan in accordance with the terms by any act or failure to act on the part of the Company. Section 5.05. Administration. (a) The Compensation Committee shall have full and final authority to make determinations with respect to the administration of this Plan, to construe and interpret its provisions and to take all other actions deemed necessary or advisable for the proper administration of this Plan, but such authority shall be subject to the provisions of this Plan. Subject to Section 2.02(c), the Compensation Committee shall have no authority to change or modify the level of benefits provided for Participants under this Plan. No discretionary action by the Compensation Committee shall amend or supersede the express provisions of this Plan. In making determinations and taking other actions with respect to this Plan, the members of the Compensation Committee will be deemed to be fiduciaries with the same duties imposed upon plan fiduciaries by the Employee Retirement Income Security Act of 1974. (b) The members of the Compensation Committee shall receive no additional compensation for their services relating to this Plan. Any expenses properly incurred by the Compensation Committee incident to this Plan, including the cost of any bond required by applicable law, shall be paid by the Company. (c) The Company shall indemnify and hold harmless each member of the Compensation Committee against and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member's own gross negligence or willful misconduct. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. Section 5.06. Release of Claims. As a condition to receipt of the benefits under this Plan, a Participant will be required to sign an agreement, to be prepared by Holdings, in which he or she releases the Company and its successors, assigns, divisions, subsidiaries, representatives, agents, officers, directors, stockholders, and employees from any claims, demands and/or causes of action relating to or arising out of the termination of his or her employment with the Company, including, but not limited to any statutory claims under the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, and/or the Texas Commission on Human Rights Act. -13- 14 Section 5.07. Assignability. The Company shall have the right to assign this Plan and to delegate its duties and obligations hereunder, but not otherwise; provided, however, that no such assignment shall relieve or discharge the Company of or from any of its obligations under this Plan. Unless otherwise approved by the Compensation Committee, no Participant shall transfer or assign any of his or her rights under this Plan except by will or the laws of descent and distribution. Section 5.08. Consolidations, Mergers, Etc. Each of Holdings and Chemicals will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business, operations or assets to expressly assume and agree to perform this Plan in writing, in the same manner and to the same extent that Holdings or Chemicals, as the case may be, would be required to perform hereunder if no such succession had taken place. Section 5.09. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of and be enforceable by such Participant and his or her personal or legal representatives, executors, administrators, heirs and permitted assigns. If any Participant should die while any amounts are due and payable to such Participant hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant's devisees, legatees or other designees or, if there be no such devisees, legatees or other designees, to such Participant's estate. Section 5.10. Notices. All notices and other communications provided for in this Plan shall be in writing and shall be sent, delivered or mailed, addressed as follows: (i) if to Holdings, Chemicals or any other Subsidiary, at Holdings' principal office address or such other address as Holdings may have designated by written notice to all Participants for purposes hereof, directed to the attention of the Treasurer, and (ii) if to any Participant, at his or her residence address on the records of Holdings or to such other address as he or she may have designated to Holdings in writing for purposes hereof. Each such notice or other communication shall be deemed to have been duly given or mailed by United States registered mail, return receipt requested, postage prepaid, except that any change of notice address shall be effective only upon receipt. Section 5.11. Tax Withholdings. The Company shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to be withhold therefrom. Section 5.12. No Employment Rights Conferred. Nothing contained in this Plan shall (i) confer upon any Participant any right with respect to continuation of employment with the Company or (ii) subject to the rights and benefits of any Participant hereunder, interfere in any way with the right of the Company to terminate such Participant's employment at any time. Section 5.13. Governing Law. This Plan shall be governed in accordance with the laws of the State of Texas and applicable federal law. -14- 15 IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this Plan by the Holdings Board and the Chemicals Board, Holdings and Chemicals have each caused this Plan to be duly executed in its name and behalf by its proper officer thereunto duly authorized as of the Effective Date. STERLING CHEMICALS HOLDINGS, INC. By: -------------------------------------- Frank P. Diassi, Chairman of the Board STERLING CHEMICALS, INC. By: -------------------------------------- Frank P. Diassi, Chairman of the Board -15- 16 EXHIBIT A STERLING CHEMICALS HOLDINGS, INC. Instrument of Designation THIS INSTRUMENT OF DESIGNATION (this "Instrument") is intended to evidence the designation by the Compensation Committee of the Board of Directors of Sterling Chemicals Holdings, Inc., a Delaware corporation (the "Corporation"), of the undersigned employee as a "Participant," within the meaning of that certain Key Employee Protection Plan of the Corporation and Sterling Chemicals Holdings, Inc., a Delaware corporation, with an Applicable Multiplier (as defined therein) of _____________. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Instrument effective as of the date set forth below. Dated: STERLING CHEMICALS HOLDINGS, INC. --------------------- By: ------------------------------ Printed Name: -------------------- Title: --------------------------- EMPLOYEE: - --------------------------------- Printed Name: -------------------- A-i EX-11.1 3 ex11-1.txt EARNINGS PER SHARE CALCULATION 1 STERLING CHEMICALS HOLDINGS, INC. EXHIBIT 11.1 EARNINGS PER SHARE COMPUTATION (Amounts in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, ---------------------- ---------------------- 2000 1999 2000 1999 -------- -------- -------- -------- BASIC EARNINGS PER SHARE Weighted average number of shares of common stock outstanding 12,690 12,516 12,651 12,469 Net income (loss) $ 575 $(16,415) $ (6,486) $(54,335) Less: preferred dividend requirements and accretion (751) (672) (2,208) (1,975) Plus: depreciation (appreciation) of value of Released Shares (431) -- (431) 1,048 -------- -------- -------- -------- Net loss used in basic loss per share $ (607) $(17,087) $ (9,125) $(55,262) ======== ======== ======== ======== BASIC LOSS PER SHARE $ (0.05) $ (1.37) $ (0.72) $ (4.43) ======== ======== ======== ======== DILUTED EARNINGS PER SHARE Weighted average number of shares of common stock outstanding 12,690 12,516 12,651 12,469 Net income (loss) $ 575 $(16,415) $ (6,486) $(54,335) Less: preferred dividend requirements and accretion (751) (672) (2,208) (1,975) Plus: depreciation (appreciation) of value of Released Shares (431) -- (431) 1,048 -------- -------- -------- -------- Net loss used in diluted loss per share $ (607) $(17,087) $ (9,125) $(55,262) ======== ======== ======== ======== DILUTED LOSS PER SHARE $ (0.05) $ (1.37) $ (0.72) $ (4.43)
EX-15.1 4 ex15-1.txt LETTER OF DELOITTE & TOUCHE LLP - RE: FINANCIALS 1 EXHIBIT 15.1 Deloitte & Touche LLP 333 Clay Street Suite 2300 Houston, Texas 77002 August 10, 2000 Sterling Chemicals Holdings, Inc. 1200 Smith Street, Suite 1900 Houston, Texas 77002 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Sterling Chemicals Holdings, Inc. and subsidiaries for the three-month and nine-month periods ended June 30, 2000 and 1999, as indicated in our report dated August 10, 2000; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, is incorporated by reference in Registration Statement No. 333-30917 for Sterling Chemicals Holdings, Inc. on Form S-3 and in Registration Statement No. 333-52795 for Sterling Chemicals Holdings, Inc. on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP EX-27.1 5 ex27-1.txt FINANCIAL DATA SCHEDULE - STERLING CHEM. HOLDINGS
5 0000795662 STERLING CHEMICALS HOLDINGS, INC. 1,000 9-MOS SEP-30-2000 OCT-01-1999 JUN-30-2000 14,603 0 176,671 (3,751) 87,916 293,615 800,085 413,393 797,334 185,112 964,549 23,140 0 123 (465,354) 797,334 804,796 804,796 686,351 686,351 30,312 0 91,528 (3,395) 3,091 (6,486) 0 0 0 (6,486) (0.72) (0.72)
EX-27.2 6 ex27-2.txt FINANCIAL DATA SCHEDULE - STERLING CHEMICALS, INC.
5 0001014669 STERLING CHEMICALS,INC. 1,000 9-MOS SEP-30-2000 OCT-01-1999 JUN-30-2000 14,576 0 179,376 (3,751) 87,916 295,005 800,085 413,393 774,996 185,192 800,332 0 0 0 (300,382) 774,996 804,796 804,796 686,351 686,351 30,103 0 74,810 13,532 3,091 10,441 0 0 0 10,441 0 0
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