-----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, MUVBOfnpehsyu38gdLa1TcRlpQiN3M+Ad1Q73C2blV+E0rofY5puqVHJpsp8mFVN 5JhGUtimiCZZTuMcMx+VXA== 0000915913-03-000003.txt : 20030423 0000915913-03-000003.hdr.sgml : 20030423 20030423133514 ACCESSION NUMBER: 0000915913-03-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBEMARLE CORP CENTRAL INDEX KEY: 0000915913 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 541692118 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12658 FILM NUMBER: 03659675 BUSINESS ADDRESS: STREET 1: 330 SOUTH FOURTH STREET STREET 2: P O BOX 1335 CITY: RICHMOND STATE: VA ZIP: 23218 BUSINESS PHONE: 8047886000 MAIL ADDRESS: STREET 1: 330 SOUTH FOURTH STREET STREET 2: PO BOX 1335 CITY: RICHMOND STATE: VA ZIP: 23218 FORMER COMPANY: FORMER CONFORMED NAME: ECHEM INC DATE OF NAME CHANGE: 19931208 8-K 1 form8k1q03.txt ALBEMARLE FIRST QUARTER 8-K 2003 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2003 ALBEMARLE CORPORATION ----------------------------- (Exact Name of Registrant as Specified in Charter) Virginia ----------------------------- (State or Other Jurisdiction) 1-12658 ----------------------------- (Commission File Number) 54-1692118 ----------------------------- (IRS Employer Identification No.) 330 South Fourth Street, Richmond, Virginia 23219 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code - (804) 788-6000 Registrant's website address: www.albemarle.com Former name or former address, if changed since last report - N/A 2 Item 9. Regulation FD Disclosure This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Albemarle Corporation (the "Company") pursuant to Item 9 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and Item 12 of Form 8-K, in accordance with SEC Release Nos. 33-8216; 34-47583; insofar as they disclose historical information regarding the Company's results of operations or financial condition for the quarter ended March 31, 2003. On April 23, 2003, the Company issued a press release regarding it earnings for the first quarter ended March 31, 2003. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 and B.6 of Form 8-K, the information in this Current Report of Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Exhibit ------- 99.1 Albemarle Corporation press release dated April 23, 2003. 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized. Date: April 23, 2003 ALBEMARLE CORPORATION /s/ ROBERT G. KIRCHHOEFER ------------------------- Robert G. Kirchhoefer Treasurer and Chief Accounting Officer 4 EXHIBIT INDEX Exhibit No. ----------- 99.1 Albemarle Corporation press release dated April 23, 2003. EX-99 2 albpressrelease1q03.txt PRESS RELEASE FIRST QUARTER 2003 1 Immediate Release Michael Whitlow (225) 388-7320 Sara McCoy (804) 788-6091 Albemarle Reports First-Quarter 2003 Results Richmond, Virginia, April 23, 2003 -- Albemarle Corporation (NYSE:ALB) reported first-quarter 2003 net income of $21.0 million, or 50 cents per share on a diluted basis. The earnings include the positive effect of a prior period income tax settlement from the Internal Revenue Service of 17 cents per diluted share and the after-tax cumulative effect of a charge for a change in accounting principle related to SFAS No. 143 "Accounting for Asset Retirement Obligations" of five cents per diluted share. After adjusting for these items, the Company's diluted earnings per share for first quarter 2003 was 38 cents. First-quarter 2002 earnings per share, which also amounted to 38 cents, included a one cent after-tax special charge for workforce reductions. On a period-to-period comparison, first-quarter 2003 operating results reflect higher sales volumes, reduced manufacturing fixed costs and the positive effects of foreign exchange, offset by higher energy and raw materials costs and lower pricing in certain businesses. First-quarter 2003 net sales of $265.6 million were a first-quarter record for the Company since the sale of the olefins businesses in 1996, up 14.6 percent from first-quarter 2002. The increase in net sales was primarily due to higher shipments of flame retardants, the effects of foreign exchange and the sales associated with the addition of the fuel and lube additives products that were acquired in mid- January from Ethyl Corporation, offset, in part, by lower pricing in certain businesses. Average common shares used to compute first quarter 2003 diluted earnings per share were 42,286,000, down from 44,190,000 for the corresponding period in 2002, primarily reflecting the effects of the Company's repurchase of its common shares in both February 2003 and 2002. Mark C. Rohr, president and chief executive officer, said, "We are pleased with the continued progress in our polymer additives business and positive impact of our acquisitions and joint ventures. I believe our 2003 first quarter is a solid performance against some strong headwinds in energy and raw materials. While underlying volumes remain stable, we continue to observe mixed signals regarding improvement in consumer electronics, capital spending and other aspects of the general economy that would indicate that a recovery is in progress." Rohr added, "The Company generated almost $50 million in net cash flow from operating activities during the first quarter despite the slow growth economic environment in which we operate, continuing to provide a clear view of our strategic position and financial strength of the business." On January 1, 2003, the Company adopted the provisions of the Emerging Issues Task Force Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." The Company reclassified all costs incurred for shipping and handling from a reduction of net sales to cost of sales for the periods reflected herein. The presentation of prior period information has been reclassified to conform to the current year presentation. The Company plans to file an amendment to its Form 10-K for the year 2002. This change does not have an effect on gross profit, operating profit or net income. Shipping and handling costs reclassified totaled $8,352 and $7,194 for the three months ended March 31, 2003 and 2002, respectively. Some of the information presented in the following communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company's current expectations, which are in turn based on the Company's reasonable assumptions within the bounds of its knowledge of its business and operations. There can be no assurance, however, that the Company's actual results will not differ materially from the results and expectations in the forward-looking statements. Factors that could cause actual results to differ materially include, without limitation, the timing of orders received from customers, the gain or loss of significant customers, competition from other manufacturers, changes in the demand for the Company's products, increases in the cost of products, increases in the cost of energy and raw materials (notably, ethylene, chlorine and natural gas), changes in the Company's markets in general, fluctuations in foreign currencies, changes in new product introductions resulting in increases in capital project requests and approvals leading to additional capital spending, changes in laws and regulations, unanticipated claims or litigation, the inability to obtain current levels of product or premises liability insurance or the denial of such coverage, political unrest affecting the global economy and changes in accounting standards. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws. A more comprehensive discussion of the Company's performance will be available on Albemarle's Web Page at www.albemarle.com on April 23, following a conference call at 3 PM Eastern daylight time. Albemarle Corporation, headquartered in Richmond, Virginia, is a leading producer of specialty chemicals for consumer electronics; pharmaceuticals; agricultural, automotive and industrial products; and construction and packaging materials. The company's two business segments, Polymer Chemicals and Fine Chemicals - which includes custom manufacturing services for the life sciences market - serve customers in more than 40 countries, generating annual revenue of approximately $1 billion. Learn more about Albemarle at www.albemarle.com. 2 Albemarle Corporation and Subsidiaries Condensed Consolidated Statement of Income (In thousands except per-share amounts) (Unaudited) First Quarters Ended March 31 ------------------------------------------- 2003 2002(a) ---------------- ---------------- Net sales $265,570 $231,822 Cost of goods sold (b) 207,928 176,062 ---------------- ---------------- Gross profit 57,642 55,760 Selling, general and administrative expenses 27,626 25,704 Research and development expenses 4,942 4,776 Special item - 850 (c) ---------------- ---------------- Operating profit 25,074 24,430 Interest and financing expenses (1,337) (1,225) Minority interest (694) - Other income, net 4,267 (d) 792 ---------------- ---------------- Income before income taxes 27,310 23,997 Income taxes 4,096 (d) 7,199 ---------------- ---------------- Income before cumulative effect of a change in accounting principle 23,214 16,798 Cumulative effect of a change in accounting principle, net (2,220) (e) - ---------------- ---------------- Net income $20,994 $16,798 ================ ================ Basic earnings per share: Income before cumulative effect of a change in accounting principle $0.56 $0.39 Cumulative effect of a change in accounting principle, net (0.05) (e) - ---------------- ---------------- Net income $0.51 $0.39 ================ ================ Shares used to compute basic earnings per share 41,496 43,438 ================ ================ Diluted earnings per share: Income before cumulative effect of a change in accounting principle $0.55 $0.38 Cumulative effect of a change in accounting principle, net (0.05) (e) - ---------------- ---------------- Net income $0.50 $0.38 ================ ================ Shares used to compute diluted earnings per share 42,286 44,190 ================ ================
See accompanying notes to the consolidated financial statements following the balance sheets. 3 Albemarle Corporation and Subsidiaries Consolidated Summary of Segment Results (In thousands) (Unaudited) First Quarters Ended March 31 ------------------------------------------------------------------------------ 2003 2002(a) ----------------------------------- ---------------------------------- Revenues Income Revenues Income -------------- ------------ ------------- ------------- Polymer Chemicals $147,228 $16,349 $122,167 $11,924 Fine Chemicals 118,342 13,387 109,655 16,308 (c) -------------- ------------ ------------- ------------- Segment totals $265,570 29,736 (b) $231,822 28,232 (b) ============== ============= Corporate and other expenses (4,662) (3,802) (c) ------------ ------------- Operating profit 25,074 24,430 Interest and financing expenses (1,337) (1,225) Minority interest (694) - Other income, net 4,267 (d) 792 ------------ ------------- Income before income taxes $27,310 $23,997 ============ =============
See accompanying notes to the consolidated financial statements following the balance sheets. 4 Albemarle Corporation and Subsidiaries Condensed Consolidated Statement of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31 --------------------------- 2003 2002 (a) ---------------- -------------- Cash and cash equivalents at beginning of year $37,636 $30,585 Cash flows from operating activities: Net income 20,994 16,798 Cumulative effect of a change in accounting principle, net (e) 2,220 - ---------------- -------------- Income before cumulative effect of a change in accounting principle 23,214 16,798 Adjustments to reconcile net income before cumulative effect of a change in accounting principle to cash flows from operating activities: Depreciation and amortization 20,138 20,269 Working capital decrease excluding cash and cash equivalents 13,561 1,057 Increase in income tax receivable (d) (11,083) - Other, net 3,331 (2,580) ---------------- -------------- Net cash provided from operating activities 49,161 35,544 ---------------- -------------- Cash flows from investing activities: Acquisition of business (f) (27,020) - Capital expenditures (8,857) (8,182) Proceeds from liquidation of investment 4,216 - Investments in joint ventures and nonmarketable securities (1,813) (1,277) Restricted expended industrial revenue bond proceeds - 1,741 ---------------- -------------- Net cash used in investing activities (33,474) (7,718) ---------------- -------------- Cash flows from financing activities: Proceeds from borrowings 42,033 100,099 Repayments of long-term debt (37,767) (31,164) Purchases of common stock (13,213) (92,943) Dividends paid (5,918) (5,918) Proceeds from exercise of stock options - 445 ---------------- -------------- Net cash used in financing activities (14,865) (29,481) ---------------- -------------- Net effect of foreign exchange on cash 1,829 568 ---------------- -------------- Increase (decrease) in cash and cash equivalents 2,651 (1,087) ---------------- -------------- Cash and cash equivalents at end of period $40,287 $ 29,498 ================ ============== Supplemental noncash disclosures due to change in accounting principle: Increase in property, plant and equipment $(6,520) - Increase in accumulated depreciation 2,985 - Increase in other noncurrent liabilities 7,020 - Decrease in deferred tax liabilities (1,265) - ---------------- -------------- Total $ 2,220 - ================ ==============
See accompanying notes to the consolidated financial statements following the balance sheets. 5 Albemarle Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands of dollars) (Unaudited) March 31 December 31 2003 2002 (a) ------------------- ----------------- ASSETS Cash and cash equivalents $ 40,287 $ 37,636 Other current assets 384,066 375,428 ------------------- ----------------- Total current assets 424,353 413,064 ------------------- ----------------- Property, plant and equipment 1,520,768 1,497,989 Less accumulated depreciation and amortization 1,004,535 978,918 ------------------- ----------------- Net property, plant and equipment 516,233 519,071 Other assets and intangibles 282,187 260,821 ------------------- ----------------- $1,222,773 $1,192,956 =================== ================= LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities $ 179,654 $165,007 Long-term debt 184,408 180,137 Other noncurrent liabilities 156,353 147,082 Deferred income taxes 130,676 128,849 Minority interest 1,719 2,141 Shareholders' equity 569,963 569,740 ------------------- ----------------- $1,222,773 $1,192,956 =================== =================
Notes (in thousands except share amounts): (a) Certain amounts in the accompanying consolidated financial statements have been reclassified to conform to the current presentation. (b) Includes foreign exchange transaction gains of $61 and $791 for the three-month periods ended March 31, 2003, and 2002, respectively. (c) Special charges for the first quarter ended March 31, 2002, totaled $850 ($541 after income taxes or one cent per diluted share) resulting from the workforce reduction programs at certain of the Company's facilities. (d) In March 2003, the Company recorded a receivable for an income tax refund of $11,083. The refund related to the Internal Revenue Service's examination of the Company's 1996 and 1997 tax returns. The net effect of the refund on the Condensed Consolidated Statement of Income for the period ended March 31, 2003 amounted to $7,092 or 17 cents per diluted share, including interest $4,113 ($2,620 after income taxes) and a refund of $6,970, offset by, the reversal of a deferred tax asset previously recognized, totaling $2,498. (e) On January 1, 2003, the Company implemented Statement of Financial Accounting Standard No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The cumulative effect of the change in accounting principle resulting from the implementation of the standard was $2,220 net of taxes of $1,265 or five cents per diluted share. (f) On January 21, 2003, Albemarle acquired Ethyl's fuel and lubricant antioxidants working capital, patents and other intellectual property for $27,020 in cash plus Albemarle will pay to Ethyl a total of $2,500 in additional consideration during 2003 if Ethyl's purchases of antioxidant products from Albemarle and Albemarle's sales of antioxidant products to third parties for fuel and lubricant additive use meet certain specified performance criteria. The effect of the acquisition on 2003 earnings will be finalized upon completion of an external third party valuation, including appropriate amortization periods if any, of intellectual property acquired. -----END PRIVACY-ENHANCED MESSAGE-----