UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)
x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2008 or
o 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 1-10776

CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
25-0530110
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

P.O. Box 717, Pittsburgh, PA 15230-0717
(Address of principal executive offices)
(Zip Code)

(412) 787-6700

(Registrant’s telephone number, including area code)
 
 

(Former name, former address and former fiscal year
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes o No x

Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class
 
Outstanding at November 7, 2008
Common Stock, $.01 par value
 
54,059,659 shares



CALGON CARBON CORPORATION
FORM 10-Q
QUARTER ENDED September 30, 2008

The Quarterly Report on Form 10-Q contains historical information and forward-looking statements. Statements looking forward in time are included in this Form 10-Q pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the Company’s actual results in the future to differ from performance suggested herein. In the context of forward-looking information provided in this Form 10-Q and in other reports, please refer to the discussion of risk factors detailed in, as well as the other information contained in the Company’s filings with the Securities and Exchange Commission.
 
I N D E X

     
Page
PART 1 – CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 
       
 
Item 1.
Condensed Consolidated Financial Statements
 
       
   
Introduction to the Condensed Consolidated Financial Statements
2
   
 
 
   
Condensed Consolidated Statements of Operations (unaudited)
3
   
 
 
   
Condensed Consolidated Balance Sheets (unaudited)
4
   
 
 
   
Condensed Consolidated Statements of Cash Flows (unaudited)
5
       
   
Notes to Condensed Consolidated Financial Statements (unaudited)
6
       
 
Item 2.
Management's Discussion and Analysis of Results of Operations and Financial Condition
30
       
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
40
       
 
Item 4.
Controls and Procedures
41
       
PART II - OTHER INFORMATION
 
       
 
Item 1.
Legal Proceedings
42
       
 
Item 1a.
Risk Factors
42
       
 
Item 2c.
Unregistered Sales of Equity Securities and Use of Proceeds
42
       
 
Item 6.
Exhibits
42
       
SIGNATURES
43
   
CERTIFICATIONS
47
                                                        
1


PART I – CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited interim condensed consolidated financial statements included herein have been prepared by Calgon Carbon Corporation and subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the Company's audited consolidated financial statements and the notes included therein for the year ended December 31, 2007, as filed with the Securities and Exchange Commission by the Company in Form 10-K.

In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, which are necessary for a fair presentation, in all material respects, of financial results for the interim periods presented. Operating results for the first nine months of 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

2


CALGON CARBON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)
  
   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
 
September 30,
 
   
2008
 
2007
 
2008
 
2007
 
Net sales
 
$
96,737
 
$
81,912
 
$
290,492
 
$
249,579
 
Net sales to related parties
   
2,332
   
2,949
   
7,384
   
6,740
 
Total
   
99,069
   
84,861
   
297,876
   
256,319
 
                           
Cost of products sold (excluding depreciation and amortization)
   
65,461
   
57,642
   
198,247
   
175,622
 
Depreciation and amortization
   
4,036
   
4,427
   
12,161
   
13,019
 
Selling, general and administrative expenses
   
16,286
   
15,306
   
47,637
   
44,921
 
Research and development expenses
   
1,025
   
966
   
3,119
   
2,701
 
Gain on AST settlement (See Note 8)
   
-
   
-
   
(9,250
)
 
-
 
                           
     
86,808
   
78,341
   
251,914
   
236,263
 
                           
Income from operations
   
12,261
   
6,520
   
45,962
   
20,056
 
                           
Interest income
   
399
   
455
   
1,256
   
1,157
 
Interest expense
   
(981
)
 
(1,363
)
 
(3,456
)
 
(4,223
)
Other expense—net
   
(1,157
)
 
(482
)
 
(1,727
)
 
(1,293
)
 
                         
Income from continuing operations before income tax and equity in income from equity investments
   
10,522
   
5,130
   
42,035
   
15,697
 
                           
Income tax provision
   
4,024
   
396
   
15,145
   
5,923
 
 
                         
Income from continuing operations before equity in income from equity investments
   
6,498
   
4,734
   
26,890
   
9,774
 
 
                         
Equity in income from equity investments
   
38
   
310
   
337
   
1,766
 
                           
Income from continuing operations
   
6,536
   
5,044
   
27,227
   
11,540
 
                           
Income (loss) from discontinued operations, net (See Note 1)
   
(211
)
 
(96
)
 
3,236
   
(96
)
                           
Net income
 
$
6,325
 
$
4,948
 
$
30,463
 
$
11,444
 
                           
Net income per common share
                         
Basic:
                         
Income from continuing operations
 
$
.15
 
$
.12
 
$
.65
 
$
.28
 
Income (loss) from discontinued operations
   
-
   
-
   
.08
   
-
 
Total
 
$
.15
 
$
.12
 
$
.73
 
$
.28
 
                           
Diluted:
                         
Income from continuing operations
 
$
.12
 
$
.10
 
$
.52
 
$
.24
 
Income (loss) from discontinued operations
   
-
   
-
   
.06
   
-
 
Total
 
$
.12
 
$
.10
 
$
.58
 
$
.24
 
                           
Weighted average shares outstanding
                         
Basic
   
44,624,502
   
40,357,325
   
41,818,152
   
40,289,260
 
                           
Diluted
   
53,797,735
   
50,358,179
   
52,536,083
   
47,324,443
 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

 
CALGON CARBON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands except share data)
(Unaudited)
 
   
September 30,
 
December 31,
 
   
2008
 
2007
 
ASSETS
         
Current assets:
             
Cash and cash equivalents
 
$
37,263
 
$
30,304
 
Receivables (net of allowance of $2,472 and $2,834)
   
61,352
   
55,195
 
Receivables from related parties
   
1,784
   
2,353
 
Revenue recognized in excess of billings on uncompleted
             
contracts
   
7,452
   
7,698
 
Inventories
   
88,384
   
81,280
 
Deferred income taxes
   
8,890
   
9,246
 
Other current assets
   
8,739
   
3,602
 
Total current assets
   
213,864
   
189,678
 
               
Property, plant and equipment, net
   
114,340
   
105,512
 
Equity investments
   
8,888
   
8,593
 
Intangibles
   
6,437
   
7,760
 
Goodwill
   
27,274
   
27,845
 
Deferred income taxes
   
3,366
   
6,419
 
Other assets
   
6,027
   
2,333
 
               
Total assets
 
$
380,196
 
$
348,140
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable and accrued liabilities
 
$
38,592
 
$
39,436
 
Billings in excess of revenue recognized on uncompleted
             
contracts
   
4,821
   
3,727
 
Accrued interest
   
240
   
1,461
 
Payroll and benefits payable
   
9,486
   
9,182
 
Accrued income taxes
   
1,170
   
1,944
 
Short-term debt
   
1,606
   
1,504
 
Current portion of long-term debt
   
32,919
   
62,507
 
Total current liabilities
   
88,834
   
119,761
 
Long-term debt
   
-
   
12,925
 
Deferred income taxes
   
402
   
1,361
 
Accrued pension and other liabilities
   
39,023
   
41,844
 
               
Total liabilities
   
128,259
   
175,891
 
               
Commitments and contingencies (Note 8)
             
               
Shareholders' equity:
             
Common shares, $.01 par value, 100,000,000 shares authorized, 52,586,356 and 43,044,318 shares issued
   
526
   
430
 
Additional paid-in capital
   
129,336
   
77,299
 
Retained earnings
   
135,399
   
104,936
 
Accumulated other comprehensive income
   
14,923
   
17,008
 
     
280,184
   
199,673
 
Treasury stock, at cost, 2,877,913 and 2,827,301 shares
   
(28,247
)
 
(27,424
)
Total shareholders' equity
   
251,937
   
172,249
 
Total liabilities and shareholders' equity
 
$
380,196
 
$
348,140
 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


CALGON CARBON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
 
   
Nine Months Ended
 
   
September 30,
 
   
2008
 
2007
 
Cash flows from operating activities
             
Net income
 
$
30,463
 
$
11,444
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Gain from divestiture (See Note 1)
   
(4,353
)
 
-
 
Depreciation and amortization
   
12,161
   
13,019
 
Equity in (income) loss from equity investments - net
   
63
   
(1,027
)
Employee benefit plan provisions
   
1,824
   
947
 
Stock-based compensation
   
2,247
   
2,286
 
Excess tax benefit from stock-based compensation
   
(1,958
)
 
-
 
Non-cash pension curtailment gain
   
(480
)
 
(265
)
Deferred income tax
   
2,576
   
5,648
 
Changes in assets and liabilities:
             
Increase in receivables
   
(6,685
)
 
(1,890
)
Increase in inventories
   
(8,079
)
 
(6,513
)
(Increase) decrease in revenue in excess of billings on uncompleted contracts and other current assets
   
(5,180
)
 
1,920
 
Increase (decrease) in accounts payable and accrued liabilities
   
309
   
(1,191
)
Increase (decrease) in accrued income taxes
   
3,095
   
(1,375
)
Pension contributions
   
(5,597
)
 
(6,914
)
Other items – net
   
3,498
   
800
 
Net cash provided by operating activities
   
23,904
   
16,889
 
               
Cash flows from investing activities
             
Property, plant and equipment expenditures
   
(20,641
)
 
(7,639
)
Proceeds from disposals of property, plant and equipment
   
580
   
187
 
Net cash used in investing activities
   
(20,061
)
 
(7,452
)
               
Cash flows from financing activities
             
Proceeds from borrowings
   
-
   
6,233
 
Repayments of borrowings
   
-
   
(4,326
)
Treasury stock purchases
   
(823
)
 
(157
)
Common stock issued through exercise of stock options
   
5,121
   
1,213
 
Excess tax benefit from stock-based compensation
   
1,958
   
-
 
Other
   
(456
)
 
-
 
Net cash provided by financing activities
   
5,800
   
2,963
 
 
             
Effect of exchange rate changes on cash
   
(2,684
)
 
1,340
 
               
Increase in cash and cash equivalents
   
6,959
   
13,740
 
Cash and cash equivalents, beginning of period
   
30,304
   
5,631
 
Cash and cash equivalents, end of period
 
$
37,263
 
$
19,371
 
                                              
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


CALGON CARBON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)

1.
Discontinued Operations

On February 17, 2006, the Company, through its wholly owned subsidiary Chemviron Carbon GmbH, executed an agreement (the “Charcoal Sale Agreement”) with proFagus GmbH, proFagus Grundstuecksverwaltungs GmbH and proFagus Beteiligungen GmbH (as Guarantor) to sell, and sold, substantially all the assets, real estate, and specified liabilities of the Bodenfelde, Germany facility (the “Charcoal/Liquid business”). The aggregate sales price, based on an exchange rate of 1.19 Dollars per Euro, consisted of $20.4 million of cash, which included a final working capital adjustment of $1.3 million. The Company provided guarantees to the buyer related to pre-divestiture tax liabilities, future environmental remediation costs related to pre-divestiture activities and other contingencies. Management believes the ultimate cost of such guarantees is not material. An additional 4.25 million Euro could have been received dependent upon the business meeting certain earnings targets over the next three years. In May 2008, the Company reached a final agreement with proFagus GmbH, proFagus Grundstuecksverwaltungs GmbH and proFagus Beteiligungen GmbH (as Guarantor) regarding the aforementioned additional 4.25 million Euro contingent consideration fixing the amount to be paid to the Company at 2.8 million Euro. The Company expects to receive this payment in December 2011. The unpaid balance earns interest at 7% which is paid annually. The Company had presented the Charcoal/Liquid business as a discontinued operation for the periods that were impacted and has recorded the additional consideration as an additional pre-tax gain on sale of $4.4 million or $3.2 million, net of tax, within discontinued operations for the nine months ended September 30, 2008.

2.
Inventories:
 
   
September 30, 2008
 
December 31, 2007
 
           
Raw materials
 
$
24,345
 
$
22,321
 
Finished goods
   
64,039
   
58,959
 
   
$
88,384
 
$
81,280
 

3.
Supplemental Cash Flow Information:

Cash paid for interest during the nine months ended September 30, 2008 and 2007 was $4.5 million and $5.1 million, respectively. Income taxes paid, net of refunds, for the nine months ended September 30, 2008 and 2007 was $12.8 million and $0.8 million, respectively.

The Company exchanged shares of its common stock for approximately $44.2 million of its 5.00% Convertible Senior Notes. Refer to Note 10.

The non-cash impact of the January 1, 2007 adoption of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” (“FIN 48”) was $4.3 million for the nine months ended September 30, 2007.

4.
Dividends: 

The Company’s Board of Directors did not declare or pay a dividend for the three or nine month periods ended September 30, 2008 and 2007.

6


5.
Comprehensive income (loss):   
 
   
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2008
 
2007
 
2008
 
2007
 
Net income
 
$
6,325
 
$
4,948
 
$
30,463
 
$
11,444
 
Other comprehensive income
                         
(loss), net of taxes
   
(8,207
)
 
(333
)
 
(2,085
)
 
2,345
 
Comprehensive income (loss)
 
$
(1,882
)
$
4,615
 
$
28,378
 
$
13,789
 

The only matters contributing to the other comprehensive income (loss) during the three and nine months ended September 30, 2008 was the foreign currency translation adjustment of $(7.1) million and $(3.0) million, respectively; the changes in employee benefit accounts of $0.2 million and $0.4 million, respectively; and the change in the fair value of the derivative instruments of $(1.3) million and $0.5 million, respectively, as described in Note 7. The only matters contributing to the other comprehensive income (loss) during the three and nine months ended September 30, 2007 was the foreign currency translation adjustment of $0.1 million and $2.2 million, respectively, the changes in employee benefit accounts of $(0.3) million and $(0.3) million, respectively, and the change in the fair value of the derivative instruments of $(0.1) million and $0.4 million, respectively, as described in Note 7.

7


6.
Segment Information:

The Company’s management has identified three segments based on product line and associated services. Those segments include Activated Carbon and Service, Equipment, and Consumer. The Company’s chief operating decision maker, its chief executive officer, receives and reviews financial information in this format. The Activated Carbon and Service segment manufactures granular activated carbon for use in applications to remove organic compounds from liquids, gases, water, and air. This segment also consists of services related to activated carbon including reactivation of spent carbon and the leasing, monitoring, and maintenance of carbon fills at customer sites. The service portion of this segment also includes services related to the Company’s ion exchange technologies for treatment of groundwater and process streams. The Equipment segment provides solutions to customers’ air and liquid process problems through the design, fabrication, and operation of systems that utilize the Company’s enabling technologies: carbon adsorption, ultraviolet light, and advanced ion exchange separation. The Consumer segment brings the Company’s purification technologies directly to the consumer in the form of products and services including carbon cloth and activated carbon for household odors. The following segment information represents the results of the Company’s continuing operations:
 
   
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2008
 
2007
 
2008
 
2007
 
Net Sales
                         
Activated Carbon and Service
 
$
85,219
 
$
72,322
 
$
257,401
 
$
215,728
 
Equipment
   
11,662
   
9,255
   
32,101
   
30,879
 
Consumer
   
2,188
   
3,284
   
8,374
   
9,712
 
   
$
99,069
 
$
84,861
 
$
297,876
 
$
256,319
 
Income (loss) from continuing operations before depreciation and amortization
                         
Activated Carbon and Service
 
$
15,941
 
$
10,705
 
$
53,083
 
$
32,197
 
Equipment
   
588
   
(215
)
 
4,550
   
(955
)
Consumer
   
(232
)
 
457
   
490
   
1,833
 
 
   
 
16,297
 
 
10,947
 
 
58,123
 
 
33,075 
 
                           
Depreciation and amortization
                         
Activated Carbon and Service
   
3,590
   
4,040
   
10,866
   
11,887
 
Equipment
   
322
   
254
   
920
   
737
 
Consumer
   
124
   
133
   
375
   
395
 
     
4,036
   
4,427
   
12,161
   
13,019
 
                           
Income from operations
   
12,261
   
6,520
   
45,962
   
20,056
 
                           
Reconciling items:
                         
Interest income
   
399
   
455
   
1,256
   
1,157
 
Interest expense
   
(981
)
 
(1,363
)
 
(3,456
)
 
(4,223
)
Other expense – net
   
(1,157
)
 
(482
)
 
(1,727
)
 
(1,293
)
Consolidated income from continuing operations before income tax and equity in income from equity investments
 
$
10,522
 
$
5,130
 
$
42,035
 
$
15,697
 
 
   
September 30, 2008
 
December 31, 2007
 
Total Assets
             
Activated Carbon and Service
 
$
324,183
 
$
302,432
 
Equipment
   
40,692
   
32,046
 
Consumer
   
15,321
   
13,662
 
Consolidated total assets
 
$
380,196
 
$
348,140
 

8


7.
Derivative Instruments

The Company accounts for its derivative instruments under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS No. 133”). This standard requires recognition of all derivatives as either assets or liabilities at fair value and may result in additional volatility in both current period earnings and other comprehensive income as a result of recording recognized and unrecognized gains and losses from changes in the fair value of derivative instruments.

The Company’s corporate and foreign subsidiaries use foreign currency forward exchange contracts and foreign currency option contracts to limit the exposure of exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures for periods consistent with the expected cash flow of the underlying transactions. The contracts generally mature within eighteen months and are designed to limit exposure to exchange rate fluctuations. The Company uses cash flow hedges to limit the exposure to changes in natural gas prices. The contracts generally mature within one to thirty-six months.

At September 30, 2008, the Company had eighty-six derivative instruments outstanding of which one was a foreign currency swap, sixty-one were hedges utilizing foreign currency forward exchange contracts, sixteen were cash flow hedges utilizing foreign currency option contracts for forecasted inventory purchases, and eight were cash flow hedges utilizing forward contracts for forecasted purchases of natural gas. The Company applied hedge accounting treatment for fifty-eight of the foreign currency forward exchange contracts, the sixteen foreign currency option contracts, the foreign currency swap, and the eight cash flow hedges for forecasted natural gas purchases. The aforementioned fifty-eight foreign currency forward exchange contracts and sixteen option contracts were treated as foreign cash flow hedges regarding payment for inventory purchases and will be released into operations during the year based on the timing of the sales of the underlying inventory. Accordingly, the change in fair value of these contracts of $1.0 million and $0.7 million, net of tax, respectively, for the three and nine month periods ended September 30, 2008 was recorded in other comprehensive income (loss). The Company did not apply hedge accounting treatment for the remaining three foreign currency forward exchange contracts and recorded an immaterial loss in other income. The change in fair value of the effective hedge portion of the cash flow hedges for the forecasted natural gas purchases recorded in other comprehensive income (loss) was $(2.1) million and $(0.1) million, net of tax, respectively, for the three and nine month periods ended September 30, 2008 and $(0.1) million and $0.2 million, net of tax, respectively, for the three and nine month periods ended September 30, 2007. The balance of the cash flow hedges for forecasted natural gas purchases recorded in other assets, accounts payable and accrued liabilities, and other long-term liabilities was $33 thousand, $0.2 million, and $0.2 million, respectively, as of September 30, 2008 and $0.6 million recorded in other long-term liabilities as of September 30, 2007.

The Company had fourteen derivative instruments outstanding at September 30, 2007 of which one was a foreign currency swap, six were foreign currency forward exchange contracts, and seven were cash flow hedges for forecasted purchases of natural gas. The Company applied hedge accounting treatment to the foreign currency swap and six of the cash flow hedges for forecasted natural gas. During the period ended September 30, 2007, the Company recorded, in other expense, an immaterial gain related to the foreign currency forward exchange contracts and an immaterial loss for the one cash flow hedge for forecasted natural gas that did not qualify for hedge accounting treatment.

On April 26, 2004, the Company entered into a ten-year foreign currency swap agreement to fix the foreign exchange rate on a $6.5 million intercompany loan between the Company and its foreign subsidiary, Chemviron Carbon Ltd. Since its inception, the foreign currency swap has been treated as a foreign exchange cash flow hedge. Accordingly, the changes in the fair value of the effective hedge portion of the foreign currency swap of $(0.2) million and $(0.1) million, respectively, for the three and nine month periods ended September 30, 2008 and $27 thousand and $0.2 million, respectively, for the three and nine month periods ended September 30, 2007 was recorded in other comprehensive income. The balance of the foreign currency swap recorded in other long-term liabilities was $0.2 million and $1.0 million, respectively, as of September 30, 2008 and 2007.

9



No component of the derivative gains or losses has been excluded from the assessment of hedge effectiveness. For the three and nine month periods ended September 30, 2008 and 2007, the net gain or loss recognized due to the amount of hedge ineffectiveness was not material.

Management’s policy for managing foreign currency risk is to use derivatives to hedge up to 75% of the forecasted intercompany sales to its European subsidiaries. The hedges involving foreign currency derivative instruments do not span a period greater than eighteen months from the contract inception date. Management uses various hedging instruments including, but not limited to foreign currency forward contracts, foreign currency option contracts and foreign currency swaps. Management’s policy for managing natural gas exposure is to use derivatives to hedge from 25% to 100% of the forecasted natural gas requirements. These cash flow hedges span up to thirty-six months from the contract inception date. Hedge effectiveness is measured on a quarterly basis and any portion of ineffectiveness is recorded directly to the Company’s earnings.

10


8.
Contingencies

The Company purchased the common stock of Advanced Separation Technologies Incorporated (“AST”) from Progress Capital Holdings, Inc. and Potomac Capital Investment Corporation on December 31, 1996. On January 12, 1998, the Company filed a claim for unspecified damages in the United States District Court for the Western District of Pennsylvania alleging among other things that Progress Capital Holdings and Potomac Capital Investment Corporation materially breached various AST financial and operational representations and warranties included in the Stock Purchase Agreement and had defrauded the Company. A jury returned a verdict in favor of the Company and against the defendants in the amount of $10.0 million on January 26, 2007. After the Court denied all post-trial motions, including the defendants’ motion for a new trial and the Company’s motion for the award of prejudgment interest, all parties appealed to the United States Circuit Court of Appeals for the Third Circuit. The parties settled the case in January 2008 when the defendants agreed to pay the Company $9.25 million. This sum was received and recorded into operations during February 2008. Of the settlement amount recorded into operations, approximately $5.3 million was recorded in the Activated Carbon and Service segment and $4.0 million was recorded in the Equipment segment.

In conjunction with the February 2004 purchase of substantially all of Waterlink’s operating assets and the stock of Waterlink’s U.K. subsidiary, several environmental studies were performed on Waterlink’s Columbus, Ohio property by environmental consulting firms which identified and characterized areas of contamination. In addition, these firms identified alternative methods of remediating the property, identified feasible alternatives and prepared cost evaluations of the various alternatives. The Company concluded from the information in the studies that a loss at this property is probable and recorded the liability as a component of noncurrent other liabilities in the Company’s consolidated balance sheet. At December 31, 2007, the balance recorded was $4.0 million. Liability estimates are based on an evaluation of, among other factors, currently available facts, existing technology, presently enacted laws and regulations, and the remediation experience of other companies. The Company has not incurred any environmental remediation expense during the periods ended September 30, 2008 and 2007. It is reasonably possible that a change in the estimate of this obligation will occur as remediation preparation and remediation activity commences in the future. The ultimate remediation costs are dependent upon, among other things, the requirements of any state or federal environmental agencies, the remediation methods employed, the final scope of work being determined, and the extent and types of contamination which will not be fully determined until experience is gained through remediation and related activities. The accrued amounts are expected to be paid out over the course of several years once work has commenced. The Company has yet to make a determination as to when it will proceed with remediation efforts.

Following protracted litigation in multiple jurisdictions, the U.S. Court of Appeals for the Federal Circuit held that the Company’s process patents for the use of ultraviolet light to prevent infection from Cryptosporidium and Giardia in drinking water (the “UV patents”) are invalid in the United States concluding the U.S. litigation relating to the UV patents.
 
On March 3, 2008, the Supreme Court of Canada held that the Company’s Canadian UV patents are invalid concluding the Canadian UV patent litigation. In March 2007, the Company and Trojan Technologies, Inc. entered into a settlement whereby in exchange for a nominal cash payment and relief from legal fees, the Company granted Trojan Technologies, Inc. worldwide immunity from all current and future legal action related to the Company’s UV patents.
 
In 2007, a German trial court found that a competitor infringed the Company’s UV patents with respect to medium pressure ultraviolet light, but did not infringe with respect to low pressure ultraviolet light. The Company appealed the decision relating to low pressure light. The competitor did not appeal. By order dated September 29, 2008, each party is to nominate an expert to provide opinions as to questions posed by the Court. The nominations are due on or about November 13, 2008. The Court will then choose one of the experts nominated. The validity of the German UV patents, as distinguished from issues of infringement which were decided in the trial court, is the subject of pending administrative proceedings in Germany. The outcome of these cases has impaired the Company’s ability to capitalize on substantial future revenues from the licensing of its UV patents.

11


In January 2007, the Company received a Notice of Violation (“NOV”) from the United States Environmental Protection Agency, Region 4 (“EPA”) alleging multiple violations of the Federal Resource Conservation and Recovery Act (“RCRA’) and corresponding EPA and Kentucky Department of Environmental Protection (“KYDEP”) hazardous waste management rules and regulations. The alleged violations are based on findings and information provided by the Company during and after a Multi Media Compliance Evaluation inspection of the Company’s Big Sandy Plant, located in Catlettsburg, Kentucky, conducted by the EPA and the KYDEP in September 2005, and concern the hazardous waste spent activated carbon regeneration facility located at the Big Sandy Plant. The Company submitted its initial written response to the NOV in June 2007. In August 2007, the EPA notified the Company that it believes there were significant RCRA violations that are unresolved by the information in the Company’s submittals. The Company met with EPA in December 2007 to discuss the alleged violations. Since that time it has had numerous telephone conferences and exchanges of correspondence in an attempt to resolve the issues as to alleged continuing violations raised by the January 2007 NOV. The Company has also taken action to remediate certain of the alleged violations and believes that the number of unresolved issues as to alleged continuing violations has been reduced substantially. The EPA can take formal enforcement action to require the Company to remediate any or all of the unresolved alleged continuing violations which could require the Company to incur substantial additional costs. The EPA can also take formal enforcement action to impose substantial civil penalties with respect to violations cited in the NOV, including those which have been resolved. The Company is awaiting further response from the EPA and cannot predict with any certainty the probable outcome of this matter or range of potential loss, if any.

On July 3, 2008, the EPA verbally informed the Company that there are a number of unresolved RCRA violations at the Big Sandy Plant which may render the facility unacceptable to receive spent carbon for reactivation from sites regulated under the Comprehensive Environmental Response, Compensation and Liability ACT (“CERCLA”) pursuant to the CERCLA Off-Site Rule. The CERCLA Off-Site Rule unacceptability determination applies only to materials from CERCLA regulated response actions, and if it goes into effect, it would not prohibit the Big Sandy Plant from receiving hazardous waste spent carbons from other sources. The Company received written notice of the unacceptability determination on July 14, 2008 (the “Notice”). The Notice alleges multiple violations of RCRA and four releases of hazardous waste. The alleged violations and releases stem from the September 2005 multi-media compliance inspections, and are the same as alleged in the January 2007 NOV described in the preceding paragraph. The Company originally had until September 1, 2008 to demonstrate to the EPA that the alleged violations and releases were not continuing, or else the Big Sandy Plant would not have been able to receive spent carbon from CERCLA sites until the EPA determines that the facility is again acceptable to receive such CERCLA wastes. The Company met with the EPA on August 25, 2008 and submitted a written response to the Notice prior to the meeting. Following this meeting, the EPA extended the September 1 deadline to November 3, 2008 and then extended the deadline to January 9, 2009 before the unacceptability determination goes into effect, due to the late delivery of the Notice and the late date of the conference with the EPA. The Company believes that the indefinite suspension or termination of its ability to receive and reactivate spent carbon from CERCLA sites would not have a material adverse effect on its financial position or results of operations.

The August 25, 2008 EPA meeting was attended by representatives of the EPA’s Suspension and Debarment Division (“SDD”). On August 28, 2008, the Company received a letter from the Division requesting additional information from the Company in connection with the SDD’s evaluation of the Company’s potential “business risk to the Federal Government,” noting that the Company engages in procurement transactions with the Federal Government, with respect to activities authorized pursuant to, or funded by, CERCLA. The Company has provided the SDD with all information requested by the letter. The SDD can suspend or debar a company from sales to the Federal Government directly or indirectly through government contractors or with respect to projects funded by the Federal Government. The SDD has not indicated whether or not it intends to take further action in this matter. The Company believes that there is no basis for suspension or debarment on the basis of the matters asserted by the EPA in the Notice or otherwise.

12


In June 2007, the Company received a Notice Letter from the New York State Department of Environmental Conservation (“NYSDEC”) stating that the NYSDEC has determined that the Company is a Potentially Responsible Party (“PRP”) at the Frontier Chemical Processing Royal Avenue Site in Niagara Falls, New York (the “Site”). The Notice Letter requests that the Company and other PRPs develop, implement and finance a remedial program for Operable Unit #1 at the Site. Operable Unit #1 consists of overburden soils and overburden and upper bedrock groundwater. The selected remedy is removal of above grade structures and contaminated soil source areas, installation of a cover system, and ground water control and treatment, estimated to cost between approximately $11 million and $14 million, which would be shared among the PRPs. The Company has not determined what portion of the costs associated with the remedial program it would be obligated to bear and the Company cannot predict with any certainty the outcome of this matter or range of potential loss. The Company has joined a PRP group formed to address this issue and the group is currently seeking a Consent Order with the NYSDEC on the clean up activity and approach. The Notice Letter also demands payment of all monies that the NYSDEC has already expended for investigation and remediation of the Site, but does not specify the amount that the NYSDEC has expended. The Company, as part of the PRP group, is negotiating a consent order with the NYSDEC for a supplemental investigation at the Site to collect data for the design of the soil remediation and to further characterize ground water conditions at the Site.

In July 2007, the Company received an NOV from the KYDEP alleging that the Company has violated the KYDEP’s hazardous waste management regulations in connection with the Company’s hazardous waste spent activated carbon regeneration facility located at the Big Sandy Plant in Catlettsburg, Kentucky. The NOV alleges that the Company has failed to correct deficiencies identified by the KYDEP in the Company’s Part B hazardous waste management facility permit application and related documents and directs the Company to submit a complete and accurate Part B application and related documents and to respond to the KYDEP’s comments which are appended to the NOV. The Company submitted a response to the NOV and the KYDEP’s comments in December 2007. The KYDEP has not indicated whether or not it will take formal enforcement action, and has not specified a monetary amount of civil penalties it might pursue in any such action, if any. On October 18, 2007, the Company received an NOV from the EPA related to this permit application and submitted a revised application to both the KYDEP and the EPA within the mandated timeframe. At this time the Company cannot predict with any certainty the outcome of this matter or range of loss, if any.

On March 20, 2007, the Company and ADA-ES entered into a Memorandum of Understanding (“MOU”) providing for cooperation between the companies to attempt to jointly market powdered activated carbon (“PAC”) to the electric power industry for the removal of mercury from coal fired power plant flue gas. The MOU provided for commissions to be paid to ADA-ES in respect of product sales. The Company terminated the MOU effective as of August 24, 2007 for convenience. Neither party had entered into sales or supply agreements with prospective customers as of that date. On March 3, 2008, the Company entered into a supply agreement with a major U.S. power generator for the sale of powdered activated carbon products with a minimum purchase obligation of approximately $55 million over a 5 year period. ADA-ES claimed that it is entitled to commissions of all product sales under this contract, which the Company denies. On September 29, 2008, the Company filed suit in the United States District Court for the Western District of Pennsylvania for a declaratory judgment from the Court that the Company has no obligation to pay ADA-ES commissions related to the aforementioned contract or for any future sales made after August 24, 2007. On November 4, 2008, ADA-ES filed its answer and counterclaim denying the Company’s entitlement to a declaratory judgment and claiming a commission of $8.25 million.

The Company owns a 49% interest in a joint venture, Calgon Mitsubishi Chemical Corporation, which was formed on October 1, 2002. At September 30, 2008, Calgon Mitsubishi Chemical Corporation had $11.0 million in borrowings from an affiliate of the majority owner of the joint venture. The Company has agreed with the joint venture and the lender that, upon request by the lender, the Company will execute a guarantee for up to 49% of such borrowings. At September 30, 2008, the lender had not requested, and the Company has not provided, such guarantee.

In addition to the matters described above, the Company is involved in various other legal proceedings, lawsuits and claims, including employment, product warranty and environmental matters of a nature considered normal to its business. It is the Company’s policy to accrue for amounts related to these legal matters when it is probable that a liability has been incurred and the loss amount is reasonably estimable. Management believes that the ultimate liabilities, if any, resulting from such lawsuits and claims will not materially affect the consolidated financial position or liquidity of the Company, but an adverse outcome could be material to the results of operations in a particular period in which a liability is recognized.

13

 
9.
Goodwill & Intangible Assets

The Company has elected to do the annual impairment test of its goodwill, as required by SFAS No. 142, on December 31 of each year or earlier if a potential impairment indicator occurs. For purposes of the test, the Company has identified reporting units, as defined within SFAS No. 142, at a regional level for the Activated Carbon and Service segment and at the technology level for the Equipment segment and has allocated goodwill to these reporting units accordingly. The goodwill associated with the Consumer segment is not material and has not been allocated below the segment level.

The changes in the carrying amounts of goodwill by segment for the nine month period ended September 30, 2008 are as follows:
 
   
Activated
             
   
Carbon &
             
   
Service
 
Equipment
 
Consumer
     
   
Segment
 
Segment
 
Segment
 
Total
 
                   
Balance as of December 31, 2007
 
$
21,112
 
$
6,673
 
$
60
 
$
27,845
 
Foreign exchange
   
(445
)
 
(126
)
 
-
   
(571
)
 
                         
Balance as of September 30, 2008
 
$
20,667
 
$
6,547
 
$
60
 
$
27,274
 

The following is a summary of the Company’s identifiable intangible assets as of September 30, 2008 and December 31, 2007 respectively:
  
   
September 30, 2008
 
   
Weighted Average
 
Gross Carrying
 
Foreign
 
Accumulated
 
Net Carrying
 
   
Amortization Period
 
Amount
 
Exchange
 
Amortization
 
Amount
 
                       
Amortized Intangible Assets:
                               
Patents
   
15.4 Years
 
$
1,369
 
$
-
 
$
(940
)
$
429
 
Customer Relationships
   
17.0 Years
   
9,323
   
(80
)
 
(5,489
)
 
3,754
 
License Agreement
   
5.0 Years
   
500
   
-
   
(491
)
 
9
 
Product Certification
   
7.9 Years
   
1,682
   
-
   
(831
)
 
851
 
Unpatented Technology
   
20.0 Years
   
2,875
   
-
   
(1,481
)
 
1,394
 
Total
   
16.0 Years
 
$
15,749
 
$
(80
)
$
(9,232
)
$
6,437
 
 
 
   
December 31, 2007
 
   
Weighted Average
 
Gross Carrying
 
Foreign
 
Accumulated
 
Net Carrying
 
   
Amortization Period
 
Amount
 
Exchange
 
Amortization
 
Amount
 
                       
Amortized Intangible Assets:
                               
Patents
   
15.4 Years
 
$
1,369
 
$
-
 
$
(877
)
$
492
 
Customer Relationships
   
17.0 Years
   
9,323
   
30
   
(4,743
)
 
4,610
 
License Agreement
   
5.0 Years
   
500
   
-
   
(416
)
 
84
 
Product Certification
   
7.9 Years
   
1,682
   
-
   
(625
)
 
1,057
 
Unpatented Technology
   
20.0 Years
   
2,875
   
-
   
(1,358
)
 
1,517
 
Total
   
16.0 Years
 
$
15,749
 
$
30
 
$
(8,019
)
$
7,760
 

For the three and nine months ended September 30, 2008, the Company recognized $0.4 million and $1.2 million, respectively, of amortization expense related to intangible assets. For the three and nine months ended September 30, 2007, the Company recognized $0.5 million and $1.4 million, respectively, of amortization expense related to intangible assets. The Company estimates amortization expense to be recognized during the next five years as follows:

(Thousands)
     
For the year ending December 31:
     
2008
 
$
1,571
 
2009
   
1,299
 
2010
   
1,155
 
2011
   
847
 
2012
   
257
 
 
14



10.
Borrowing Arrangements

5.00% Convertible Senior Notes due in 2036

On August 18, 2006, the Company issued $75.0 million in aggregate principal amount of 5.00% Notes due in 2036 (the “Notes”). The Notes accrue interest at the rate of 5.00% per annum which is payable in cash semi-annually in arrears on each February 15 and August 15, which commenced February 15, 2007. The Notes will mature on August 15, 2036.

The Notes can be converted under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after September 30, 2006, if the last reported sale price of the Company’s common stock is greater than or equal to 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any 10 consecutive trading-day period (the “measurement period”) in which the trading price per Note for each day in the measurement period was less than 103% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such day; or (3) upon the occurrence of specified corporate transactions described in the Offering Memorandum. On or after June 15, 2011, holders may convert their Notes at any time prior to the maturity date. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value (as described herein) calculated on a proportionate basis for each day of the 25 trading-day observation period.

For the period ended December 31, 2007 and for the quarterly periods ended March 31, June 30, and September 30, 2008, respectively, the last reported sale price of the Company’s common stock was greater than 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of each of the aforementioned quarterly periods. As a result, the holders of the Notes have had the right to convert the Notes into cash and shares of common stock throughout 2008. The following table represents the conversion and exchange activity that has occurred as of the period ended September 30, 2008 and through October 31, 2008:

15



Date
 
Aggregate 
Principal 
Amount 
Outstanding 
Prior to 
Transaction
 
Aggregate 
Principal 
Amount of 
Notes 
Involved in 
Transaction
 
 
 
 
 
Shares 
Issued
 
 
 
 
 
Cash Paid1 
 
Aggregate 
Principal 
Amount 
Outstanding 
after 
Transaction
 
August 20,2008
 
$
75,000,000
 
$
37,175,000
   
7,289,215
 
$
 
$
37,825,000
 
                                 
September 2, 2008
   
37,825,000
   
7,000,000
   
1,372,549
   
   
30,825,000
 
                                 
October 1, 2008
   
30,825,000
   
7,950,000
   
1,151,750
   
7,950,014
   
22,875,000
 
                                 
October 2, 2008
   
22,875,000
   
1,300,000
   
188,320
   
1,300,011
   
21,575,000
 
                                 
October 3, 2008
   
21,575,000
   
1,750,000
   
253,673
   
1,750,007
   
19,825,000
 
                                 
October 22, 2008
   
19,825,000
   
1,000,000
   
196,078
   
   
18,825,000
 
                                 
October 23, 2008
   
18,825,000
   
10,625,000
   
2,083,333
   
   
8,200,000
 
         
$
66,800,000
   
12,534,9182
 
$
11,000,032
       

1 Excluding any accrued interest paid to an exchanging holder.
2 Includes approximately 3 million shares exchanged for principal amount of Notes (in lieu of cash) due to exchanges. These shares were not previously included in the Company’s diluted shares for previous quarters.
 
Due to the conversion rights of the holders of the Notes, the Company has classified the remaining principal amount of outstanding Notes as a current liability for the period ended September 30, 2008.

The initial conversion rate is 196.0784 shares of the Company’s common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $5.10 per share of common stock. The conversion rate is subject to adjustment in some events, including the payment of a dividend on the Company’s common stock, but will not be adjusted for accrued interest, including any additional interest. In addition, following certain fundamental changes (principally related to changes in control) that occur prior to August 15, 2011, the Company will increase the conversion rate for holders who elect to convert Notes in connection with such fundamental changes in certain circumstances. The Company considered EITF 00-27 issue 7 which indicates that if a reset of the conversion rate due to a contingent event occurs, the Company would need to calculate if there is a beneficial conversion and record if applicable. Through September 30, 2008, no contingent events have occurred.

The Company may not redeem the Notes before August 20, 2011. On or after that date, the Company may redeem all or a portion of the Notes at any time. Any redemption of the Notes will be for cash at 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, including any additional interest, to, but excluding, the redemption date.

Holders may require the Company to purchase all or a portion of their Notes on each of August 15, 2011, August 15, 2016, and August 15, 2026. In addition, if the Company experiences specified types of fundamental changes, holders may require it to purchase the Notes. Any repurchase of the Notes pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including any additional interest, to, but excluding, the purchase date.

16


The Notes are the Company’s senior unsecured obligations, and rank equally in right of payment with all of its other existing and future senior indebtedness. The Notes are guaranteed by certain of the Company’s domestic subsidiaries on a senior unsecured basis. The subsidiary guarantees are general unsecured senior obligations of the subsidiary guarantors and rank equally in right of payment with all of the existing and future senior indebtedness of the subsidiary guarantors. If the Company fails to make payment on the Notes, the subsidiary guarantors must make them instead. The Notes are effectively subordinated to any indebtedness of the Company’s non-guarantor subsidiaries. The Notes are effectively junior to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Company sold the Notes to the original purchaser at a discount of $3.3 million that is being amortized over a period of five years. The Company also incurred original issuance costs of $1.5 million which have been deferred and are being amortized over a five year period. The Company reclassified $1.2 million of the discount and $0.2 million of issuance costs to additional paid in capital as a result of the aforementioned conversions and exchanges of Notes that occurred during the three and nine month periods ended September 30, 2008. The Company will continue to amortize the respective remaining balances over the remaining five year period or the date of conversion/exchange, if sooner. As of the nine month period ended September 30, 2008, the Company recorded interest expense of $3.0 million related to the Notes, of which $0.4 million related to the amortization of the discount.

Credit Facility

On August 14, 2008, the Company entered into a third amendment to its Credit Facility (the “Third Amendment”). The Third Amendment permits borrowings in an amount up to $60.0 million and includes a separate U.K. sub-facility and a separate Belgian sub-facility. The Credit Facility permits the total revolving credit commitment to be increased up to $75.0 million. The facility matures on May 15, 2011. Availability for domestic borrowings under the Credit Facility is based upon the value of eligible inventory, accounts receivable and property, plant and equipment, with separate borrowing bases to be established for foreign borrowings under a separate U.K. sub-facility and a separate Belgian sub-facility. Availability under the Credit Facility is conditioned upon various customary conditions.

The Credit Facility is secured by a first perfected security interest in substantially all of the Company’s assets, with limitations under certain circumstances in the case of capital stock of foreign subsidiaries. Certain of the Company’s domestic subsidiaries unconditionally guarantee all indebtedness and obligations related to domestic borrowings under the Credit Facility. The Company and certain of its domestic subsidiaries also unconditionally guarantee all indebtedness and obligations under the U.K. sub-facility.
 
As of September 30, 2008, the collateral value of assets pledged was $57.6 million. The collateral value as of September 30, 2008 for domestic, U.K., and Belgian borrowers were $48.4 million, $4.8 million, and $4.4 million, respectively. The Credit Facility contains a fixed charge coverage ratio covenant which becomes effective when total domestic availability falls below $11.0 million. As of September 30, 2008, total availability was $41.8 million. Availability as of September 30, 2008 for domestic, U.K., and Belgian borrowers was $38.7 million, $3.1 million, and zero, respectively. The Company can issue letters of credit up to $20 million of the available commitment amount under the Credit Facility. Sub-limits for letters of credit under the U.K. sub-facility and the Belgian sub-facility are $2.0 million and $6.0 million, respectively. Letters of credit outstanding at September 30, 2008 totaled $15.8 million.

The Credit Facility interest rate is based upon Euro-based (“LIBOR”) rates with other interest rate options available. The applicable Euro Dollar margin in effect when the Company is in compliance with the terms of the facility ranges from 1.50% to 2.50% and is based upon the Company’s overall availability under the Credit Facility. The unused commitment fee is equal to 0.375% per annum, which can increase to 0.50%, and is based upon the unused portion of the revolving commitment.

The Credit Facility contains a number of affirmative and negative covenants. For the period ended September 30, 2008, the last reported sale price of the Company’s common stock was greater than 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ended September 30, 2008. As a result, as of September 30, 2008, the holders of the Notes have the right to convert the Notes into cash and shares of common stock. Included in the Credit Facility, is a provision which permits the conversion of all $75.0 million of the Company’s Notes. The Credit Facility also includes a provision for up to $3.0 million of letters of credit under the Company’s U.S., Belgium, and UK sub-limits that can be issued having expiration dates that are more than one year but not more than three years after the date of issuance.

17


The negative covenants provide for certain restrictions on possible acts by the Company related to matters such as additional indebtedness, certain liens, fundamental changes in the business, certain investments or loans, asset sales and other customary requirements. The Company was in compliance with all such negative covenants as of September 30, 2008.

Belgian Credit Facility
The Company maintains a Belgian credit facility totaling 4.0 million Euros which is secured by a U.S. letter of credit. There are no financial covenants and the Company had no outstanding borrowings under the Belgian credit facility as of September 30, 2008. Bank guarantees of 0.9 million Euros were issued as of September 30, 2008. The maturity date of this facility is December 15, 2008. Availability under this facility was 3.1 million Euros at September 30, 2008.

United Kingdom Credit Facility
The Company maintains a United Kingdom unsecured bonds, guarantees, and indemnities facility totaling 616,000 British Pound Sterling. The bank, in its sole discretion, may cancel at any time its commitment to provide this facility. Bank guarantees of 611,924 British Pound Sterling were issued as of September 30, 2008.

Chinese Credit Facility
The Company maintains a Chinese credit facility totaling 11.0 million RMB or $1.6 million which is secured by a U.S. letter of credit provided under the Credit Facility. There are no financial covenants. The maturity date of this facility is December 26, 2008. The facility was fully utilized at September 30, 2008.

Fair Value of Debt
At September 30, 2008, the Company had $30.8 million of fixed rate Senior Convertible Notes outstanding. The fair value of these Notes at September 30, 2008 was $123.0 million. The increase in value is mainly due to the increase in the Company’s common stock price and its impact on the conversion features of the Notes. The remaining $2.9 million of current portion of long-term debt is based on the prime rates, and accordingly, the carrying value of this obligation approximates its fair value.

Maturities of Debt
The Company is obligated to make principal payments on debt outstanding at September 30, 2008 of $1.6 million in 2008, $2.9 million in 2009, and $30.8 million in 2011. See also the section entitled 5.00% Convertible Senior Notes due 2036 related to the holders’ optional conversion as of September 30, 2008 and December 31, 2007.

11.
Pensions

U.S. Plans:

For U.S. plans, the following table provides the components of net periodic pension costs of the plans for the three and nine months ended September 30, 2008 and 2007:

 
   
Three Months Ended September 30
 
Nine Months Ended September 30
 
Pension Benefits (in thousands)
 
2008
 
2007
 
2008
 
2007
 
Service cost
 
$
251
 
$
247
 
$
768
 
$
803
 
Interest cost
   
1,146
   
1,146
   
3,544
   
3,498
 
Expected return on plan assets
   
(1,345
)
 
(1,288
)
 
(4,041
)
 
(3,746
)
Amortization of prior service cost
   
13
   
63
   
134
   
186
 
Net amortization
   
93
   
75
   
285
   
263
 
Curtailment gain
   
(480
)
 
-
   
(480
)
 
(265
)
Net periodic pension cost (benefit)
 
$
(322
)
$
243
 
$
210
 
$
739
 

The expected long-term rate of return on plan assets is 8.00% in 2008.

18


Employer Contributions

In its 2007 financial statements, the Company disclosed that it expected to contribute $3.7 million to its U.S. pension plans in 2008. As of September 30, 2008, the Company has contributed $4.1 million.

Employee Relations

On July 21, 2008, the Company settled its disagreements with bargaining unit employees at its Neville Island facility located in Pittsburgh, Pennsylvania. The new agreement, which expires on July 1, 2011, includes the freezing of the defined benefit pension plan for these employees effective January 1, 2009. As a result, the Company recorded a curtailment gain of $0.5 million for the three and nine months ended September 30, 2008.

European Plans:

For European plans, the following table provides the components of net periodic pension costs of the plans for the three and nine months ended September 30, 2008 and 2007:
  
   
Three Months Ended September 30
 
Nine Months Ended September 30
 
Pension Benefits (in thousands)
 
2008
 
2007
 
2008
 
2007
 
Service cost
 
$
203
 
$
185
 
$
609
 
$
555
 
Interest cost
   
514
   
434
   
1,542
   
1,302
 
Expected return on plan assets
   
(387
)
 
(324
)
 
(1,161
)
 
(972
)
Amortization of prior service cost
   
12
   
11
   
36
   
33
 
Net amortization
   
8
   
25
   
24
   
76
 
Net periodic pension cost
 
$
350
 
$
331
 
$
1,050
 
$
994
 

The expected long-term rate of return on plan assets ranges from 5.00% to 6.90% in 2008.

Employer Contributions

In its 2007 financial statements, the Company disclosed that it expected to contribute $2.5 million to its European pension plans in 2008. As of September 30, 2008, the Company contributed $1.5 million. The Company expects to contribute the remaining $0.7 million over the remainder of the year.

Defined Contribution Plans

The Company also sponsors a defined contribution pension plan for certain U.S. employees that permits employee contributions of up to 50% of eligible compensation in accordance with Internal Revenue Service guidance. Under this defined contribution plan, the Company makes a fixed contribution of 2% of eligible employee compensation on a quarterly basis and matches contributions made by each participant in an amount equal to 100% of the employee contribution up to a maximum of 2% of employee compensation. In addition, each of these employees is eligible for an additional discretionary Company contribution of up to 4% of employee compensation based upon annual Company performance at the discretion of the Company’s Board of Directors. Employer matching contributions for non-represented employees vest after two years of service. For bargaining unit employees at the Catlettsburg, Kentucky facility, the Company contributes a maximum of $25.00 per month to the plan. For bargaining unit employees at the Columbus, Ohio facility, the Company began making contributions to the USW 401(k) Plan of $1.15 per actual hour worked for eligible employees when their former Barnebey Sutcliffe Employee USWA Local 23.08 401(k) Plan was discontinued and their defined benefit pension plan was frozen effective April 30, 2007. The Company realized a $0.3 million curtailment gain as a result of freezing the aforementioned plan. For bargaining unit employees at the Neville Island facility, the Company, effective January 1, 2009, will begin making contributions of $1.40 per actual hour worked to the defined contribution pension plan (Thrift/Savings Plan) for eligible employees when their defined benefit pension plan is frozen. Employer matching contributions for bargaining unit employees vest immediately. Total expenses related to the defined contribution plans were $0.5 million and $0.6 million for the three months ended September 30, 2008 and 2007, respectively and $1.6 million and $1.4 million for the nine months ended September 30, 2008 and 2007, respectively.

19



12. Earnings Per Share

Computation of basic and diluted net income per common share from continuing operations is performed as follows:

   
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
(Dollars in thousands, except per share amounts)
 
2008
 
2007
 
2008
 
2007
 
Income from continuing operations available to common shareholders
 
$
6,536
 
$
5,044
 
$
27,227
 
$
11,540
 
Income (loss) from discontinued operations available to common shareholders
   
(211
)
 
(96
)
 
3,236
   
(96
)
Net income available to common shareholders
 
$
6,325
 
$
4,948
 
$
30,463
 
$
11,444
 
Weighted Average Shares Outstanding
                         
Basic
   
44,624,502
   
40,357,325
   
41,818,152
   
40,289,260
 
Effect of Dilutive Securities
   
9,173,233
   
10,000,854
   
10,717,931
   
7,035,183
 
Diluted
   
53,797,735
   
50,358,179
   
52,536,083
   
47,324,443
 
Net income per common share
                         
Basic:
                         
Income from continuing operations
 
$
.15
 
$
.12
 
$
.65
 
$
.28
 
Income (loss) from discontinued operations
   
-
   
-
   
.08
   
-
 
Total
 
$
.15
 
$
.12
 
$
.73
 
$
.28
 
                           
Diluted:
                         
Income from continuing operations
 
$
.12
 
$
.10
 
$
.52
 
$
.24
 
Income (loss) from discontinued operations
   
-
   
-
   
.06
   
-
 
Total
 
$
.12
 
$
.10
 
$
.58
 
$
.24
 

The stock options that were excluded from the dilutive calculations as the effect would have been antidilutive were zero and 6,100 for the three months ended September 30, 2008 and 2007, respectively, and 80,625 and 6,100 for the nine months ended September 30, 2008 and 2007, respectively.

The Company’s obligation under its Notes is to settle the par value of the Notes in cash and to settle the amount in excess of par value in its common shares. Therefore, the Company is not required to include any shares underlying the Notes in its diluted weighted average shares outstanding until the average stock price per share for the quarter exceeds the $5.10 conversion price. At such time, only the number of shares that would be issuable (under the “treasury stock” method of accounting for share dilution) will be included, which is based upon the amount by which the average stock price exceeds the conversion price. For the first $0.50 per share that the Company’s average stock price exceeds the $5.10 conversion price of the Notes, it will include approximately 1,300,000 additional shares in its diluted share count. For the second $0.50 per share that the Company’s average stock price exceeds the $5.10 conversion price, it will include approximately 1,100,000 additional shares, for a total of approximately 2,400,000 shares in its diluted share count, and so on, with the additional shares’ dilution decreasing for each $1 per share that the Company’s average stock price exceeds $5.10 if the stock price rises further above $5.10 (see table below). As of September 30, 2008, the average stock price for the 90-day trading period was $18.15, which was higher than the conversion price of $5.10, therefore, 7,948,865 shares were included in the dilutive share calculation for the period of time the Notes were outstanding for the period ended September 30, 2008.

20


"Treasury Stock" Method of Accounting for Share Dilution
Conversion Price:
 
$
5.10
 
         
Number of underlying shares:
   
6,044,117
 
Principal Amount:
 
$
30,825,000
 

Formula:
Number of extra dilutive shares created
 
=((Stock Price * Underlying Shares) - Principal)/Stock Price
   
Condition:
Only applies when share price exceeds $5.10
   

 
 
 
 
 
 
 
 
 
Share Dilution 
 
 
 
 
 
 
 
Included
 in
 
Per $1.00 
Share 
 
Stock
Price
 
Conversion
Price
 
Price
Difference
 
Share
Count
 
Price 
Difference 
 
$      5.10
 
$
5.10
 
$
0.00
   
   
-
 
$      5.60
 
$
5.10
 
$
0.50
   
539,653
   
1,079,306
 
$      6.10
 
$
5.10
 
$
1.00
   
990,838
   
990,838
 
$      7.10
 
$
5.10
 
$
2.00
   
1,702,568
   
851,284
 
$      8.10
 
$
5.10
 
$
3.00
   
2,238,561
   
746,187
 
$      9.10
 
$
5.10
 
$
4.00
   
2,656,754
   
664,189
 
$    10.10
 
$
5.10
 
$
5.00
   
2,992,137
   
598,427
 
$    11.10
 
$
5.10
 
$
6.00
   
3,267,090
   
544,515
 
$    12.10
 
$
5.10
 
$
7.00
   
3,496,596
   
499,514
 
 $    13.10
 
$
5.10
 
$
8.00
   
3,691,064
   
461,383
 
$    14.10
 
$
5.10
 
$
9.00
   
3,857,947
   
428,661
 
$    15.10
 
$
5.10
 
$
10.00
   
4,002,726
   
400,273
 
$    16.10
 
$
5.10
 
$
11.00
   
4,129,521
   
375,411
 
$    17.10
 
$
5.10
 
$
12.00
   
4,241,485
   
353,457
 
$    18.10
 
$
5.10
 
$
13.00
   
4,341,078
   
333,929
 
$    19.10
 
$
5.10
 
$
14.00
   
4,430,243
   
316,446
 
$    20.10
 
$
5.10
 
$
15.00
   
4,510,535
   
300,702
 

21


13.
Other Financial Information

As described in Note 10, the Company had issued $75.0 million in aggregate principal amount of 5.00% Convertible Senior Notes due in 2036. The Notes are fully and unconditionally guaranteed by certain of our domestic subsidiaries on a senior unsecured basis. All of the subsidiary guarantors are 100% owned by the parent company and the guarantees are joint and several. The Subsidiary Guarantees are general unsecured senior obligations of the Subsidiary Guarantors and rank equally in right of payment with all of the existing and future senior indebtedness of the Subsidiary Guarantors. If the Company fails to make payment on the Notes, the Subsidiary Guarantors must make them instead. The Notes are effectively subordinated to any indebtedness of the Company’s non-guarantor subsidiaries. The Notes are effectively junior to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

Condensed consolidating unaudited financial information for Calgon Carbon Corporation (issuer); Calgon Carbon Investments Inc., Chemviron Carbon Ltd., Waterlink (UK) Holdings Ltd., Sutcliffe Speakman Ltd., Lakeland Processing Ltd., Charcoal Cloth (International) Ltd., BSC Columbus LLC, and CCC Columbus LLC (guarantor subsidiaries); and the non-guarantor subsidiaries are as follows:
   
 
Condensed Consolidating Statements of Operations
Three months ended September 30, 2008
 
   
Issuer 
 
Guarantor
 Subsidiaries 
 
Non-Guarantor
 Subsidiaries 
 
Consolidating 
and Eliminating 
Entries 
 
Consolidated 
 
                       
Net sales
 
$
94,802
 
$
11,686
 
$
15,483
 
$
(22,902
)
$
99,069
 
Cost of products sold
   
66,681
   
9,834
   
11,848
   
(22,902
)
 
65,641
 
Depreciation and amortization
   
3,455
   
400
   
181
   
-
   
4,036
 
Selling, general and administrative expenses
   
14,010
   
1,255
   
1,021
   
-
   
16,286
 
Research and development expense
   
940
   
85
   
-
   
-
   
1,025
 
Interest (income) expense – net
   
4,133
   
(3,333
)
 
(218
)
 
-
   
582
 
Other expense – net
   
860
   
(19
)
 
316
   
-
   
1,157
 
Provision for income taxes
   
3,386
   
10
   
628
   
-
   
4,024
 
Results of affiliates’ operations
   
4,988
   
(543
)
 
-
   
(4,445
)
 
-
 
Equity in income from equity investments
   
-
   
-
   
38
   
-
   
38
 
Income (loss) from continuing operations
   
6,325
   
2,911
   
1,745
   
(4,445
)
 
6,536
 
Loss from discontinued operations
   
-
   
-
   
(211
)
 
-
   
(211
)
                                 
Net income (loss)
 
$
6,325
 
$
2,911
 
$
1,534
 
$
(4,445
)
$
6,325
 

   
 
Condensed Consolidating Statements of Operations
Nine months ended September 30, 2008
 
   
Issuer 
 
Guarantor 
Subsidiaries 
 
Non-Guarantor
 Subsidiaries 
 
Consolidating
 and Eliminating 
Entries 
 
Consolidated 
 
                       
Net sales
 
$
278,257
 
$
35,575
 
$
40,471
 
$
(56,717
)
$
297,876
 
Cost of products sold
   
194,365
   
27,681
   
32,918
   
(56,717
)
 
198,247
 
Depreciation and amortization
   
10,378
   
1,232
   
551
   
-
   
12,161
 
Selling, general and administrative expenses
   
40,639
   
3,865
   
3,133
   
-
   
47,637
 
Research and development expense
   
2,815
   
304
   
-
   
-
   
3,119
 
Gain on AST Settlement
   
(9,250
)
 
-
   
-
   
-
   
(9,250
)
Interest (income) expense – net
   
13,021
   
(10,171
)
 
(650
)
 
-
   
2,200
 
Other expense – net
   
787
   
424
   
516
   
-
   
1,727
 
Provision for income taxes
   
13,593
   
475
   
1,077
   
-
   
15,145
 
Results of affiliates’ operations
   
18,554
   
921
   
-
   
(19,475
)
 
-
 
Equity in income from equity investments
   
-
   
-
   
337
   
-
   
337
 
Income (loss) from continuing operations
   
30,463
   
12,686
   
3,553
   
(19,475
)
 
30,463
 
Income from discontinued operations
   
-
   
-
   
3,236
   
-
   
3,236
 
                                 
Net income (loss)
 
$
30,463
 
$
12,686
 
$
6,789
 
$
(19,475
)
$
30,463
 

22


 
   
Condensed Consolidating Statements of Operations
Three months ended September 30, 2007
 
   
Issuer 
 
Guarantor
 Subsidiaries 
 
Non-Guarantor
 Subsidiaries 
 
Consolidating and
 Eliminating
 Entries
 
Consolidated
 
                       
Net sales
 
$
73,534
 
$
11,731
 
$
8,805
 
$
(9,209
)
$
84,861
 
Cost of products sold
   
52,776
   
8,486
   
5,589
   
(9,209
)
 
57,642
 
Depreciation and amortization
   
3,561
   
276
   
590
   
-
   
4,427
 
Selling, general and administrative expenses
   
12,839
   
1,388
   
1,079
   
-
   
15,306
 
Research and development expense
   
873
   
92
   
1
   
-
   
966
 
Interest (income) expense – net
   
5,277
   
(4,052
)
 
(317
)
 
-
   
908
 
Other expense – net
   
161
   
515
   
(194
)
 
-
   
482
 
Provision (benefit) for income taxes
   
(1,075
)
 
211
   
1,260
   
-
   
396
 
Results of affiliates’ operations
   
5,781
   
(163
)
 
-
   
(5,618
)
 
-
 
Equity income (loss) from equity investments
   
-
   
-
   
311
   
(1
)
 
310
 
Income (loss) from continuing operations
   
4,903
   
4,652
   
1,108
   
(5,619
)
 
5,044
 
Income (loss) from discontinued operations
   
45
   
(141
)
 
-
   
-
   
(96
)
                                 
Net income (loss)
 
$
4,948
 
$
4,511
 
$
1,108
 
$
(5,619
)
$
4,948
 

   
Condensed Consolidating Statements of Operations
Nine months ended September 30, 2007
 
   
Issuer 
 
Guarantor 
Subsidiaries 
 
Non-Guarantor 
Subsidiaries 
 
Consolidating and 
Eliminating 
Entries 
 
Consolidated 
 
                       
Net sales
 
$
220,765
 
$
34,822
 
$
36,576
 
$
(35,844
)
$
256,319
 
Cost of products sold
   
158,338
   
26,330
   
26,798
   
(35,844
)
 
175,622
 
Depreciation and amortization
   
10,475
   
821
   
1,723
   
-
   
13,019
 
Selling, general and administrative expenses
   
38,046
   
4,012
   
2,863
   
-
   
44,921
 
Research and development expense
   
2,424
   
277
   
-
   
-
   
2,701
 
Interest (income) expense – net
   
15,783
   
(11,932
)
 
(785
)
 
-
   
3,066
 
Other expense – net
   
859
   
1,008
   
(574
)
 
-
   
1,293
 
Provision for income taxes
   
3,300
   
889
   
1,734
   
-
   
5,923
 
Results of affiliates’ operations
   
19,859
   
2,017
   
-
   
(21,876
)
 
-
 
Equity in income from equity investments
   
-
   
-
   
1,766
   
-
   
1,766
 
Income (loss) from continuing operations
   
11,399
   
15,434
   
6,583
   
(21,876
)
 
11,540
 
Income from (loss) discontinued operations
   
45
   
(141
)
 
-
   
-
   
(96
)
                                 
Net income (loss)
 
$
11,444
 
$
15,293
 
$
6,583
 
$
(21,876
)
$
11,444
 

23


Condensed Consolidating Balance Sheets
September 30, 2008

   
 Issuer 
 
 Guarantor 
Subsidiaries 
 
 Non-Guarantor 
Subsidiaries 
 
 Consolidating and 
Eliminating 
Entries 
 
 Consolidated 
 
                       
Cash and cash equivalents
 
$
23,774
 
$
3,059
 
$
21,570
 
$
(11,140
)
$
37,263
 
Receivables
   
52,732
   
13,227
   
4,706
   
(7,529
)
 
63,136
 
Inventories
   
72,909
   
7,778
   
7,636
   
61
   
88,384
 
Other current assets
   
19,564
   
1,721
   
3,796
   
-
   
25,081
 
Total current assets
   
168,979
   
25,785
   
37,708
   
(18,608
)
 
213,864
 
                                 
Intercompany accounts receivable
   
55,580
   
189,122
   
4,732
   
(249,434
)
 
-
 
Property, plant, and equipment, net
   
99,398
   
6,920
   
8,022
   
-
   
114,340
 
Intangibles
   
3,742
   
2,695
   
-
   
-
   
6,437
 
Goodwill
   
16,674
   
7,892
   
2,708
   
-
   
27,274
 
Equity investments
   
262,957
   
101,975
   
9,845
   
(365,889
)
 
8,888
 
Other assets
   
3,650
   
1,125
   
4,618
   
-
   
9,393
 
Total assets
 
$
610,980
 
$
335,514
 
$
67,633
 
$
(633,931
)  
$
380,196
 
                                 
Short-term debt
 
$
-
 
$
-
 
$
1,606
 
$
-
 
$
1,606
 
Current portion of long-term debt
   
32,919
   
-
   
-
   
-
   
32,919
 
Accounts payable
   
35,023
   
17,434
   
3,072
   
(12,116
)
 
43,413
 
Other current liabilities
   
21,886
   
690
   
1,154
   
(12,834
)
 
10,896
 
Total current liabilities
   
89,828
   
18,124
   
5,832
   
(24,950
)
 
88,834
 
                                 
Intercompany accounts payable
   
179,575
   
50,317
   
13,247
   
(243,139
)
 
-
 
Other non-current liabilities
   
89,640
   
7,989
   
10,017
   
(68,221
)
 
39,425
 
Shareholders' equity
   
251,937
   
259,084
   
38,537
   
(297,621
)
 
251,937
 
Total liabilities and shareholders' equity
 
$
610,980
 
$
335,514
 
$
67,633
 
$
(633,931
)
$
380,196
 

24


Condensed Consolidating Balance Sheets
December 31, 2007

   
 Issuer 
 
 Guarantor 
Subsidiaries 
 
Non-Guarantor
Subsidiaries 
 
 Consolidating and 
Eliminating 
Entries 
 
 Consolidated 
 
                       
Cash and cash equivalents
 
$
20,802
 
$
3,683
 
$
25,930
 
$
(20,111
)
$
30,304
 
Receivables
   
47,184
   
15,259
   
5,004
   
(9,899
)
 
57,548
 
Inventories
   
67,501
   
8,221
   
5,525
   
33
   
81,280
 
Other current assets
   
18,015
   
1,334
   
1,197
   
-
   
20,546
 
Total current assets
   
153,502
   
28,497
   
37,656
   
(29,977
)
 
189,678
 
                                 
Intercompany accounts receivable
   
57,071
   
175,462
   
2,138
   
(234,671
)
 
-
 
Property, plant, and equipment, net
   
90,435
   
7,263
   
7,814
   
-
   
105,512
 
Intangibles
   
4,586
   
3,174
   
-
   
-
   
7,760
 
Goodwill
   
16,674
   
8,337
   
2,834
   
-
   
27,845
 
Equity investments
   
246,633
   
102,187
   
9,151
   
(349,378
)
 
8,593
 
Other assets
   
4,908
   
1,313
   
2,531
   
-
   
8,752
 
Total assets
 
$
573,809
 
$
326,233
 
$
62,124
 
$
(614,026
)   
$
348,140
 
                                 
Short-term debt
 
$
-
 
$
-
 
$
1,504
 
$
-
 
$
1,504
 
Current portion of long-term debt
   
62,507
   
-
   
-
   
-
   
62,507
 
Accounts payable
   
33,424
   
19,914
   
3,417
   
(13,592
)
 
43,163
 
Other current liabilities
   
33,219
   
299
   
2,592
   
(23,523
)
 
12,587
 
Total current liabilities
   
129,150
   
20,213
   
7,513
   
(37,115
)
 
119,761
 
                                 
Intercompany accounts payable
   
168,342
   
48,144
   
11,079
   
(227,565
)
 
-
 
Long-term debt
   
12,925
   
-
   
-
   
-
   
12,925
 
Other non-current liabilities
   
91,143
   
8,782
   
11,350
   
(68,070
)
 
43,205
 
Shareholders' equity
   
172,249
   
249,094
   
32,182
   
(281,276
)
 
172,249
 
Total liabilities and shareholders' equity
 
$
573,809
 
$
326,233
 
$
62,124
 
$
(614,026
)
$
348,140
 

25


Condensed Consolidating Statements of Cash Flows
Nine months ended September 30, 2008

   
 Issuer 
 
 Guarantor 
Subsidiaries 
 
Non-Guarantor
Subsidiaries 
 
 Consolidating and 
Eliminating 
Entries 
 
 Consolidated 
 
                       
Net cash provided by (used in) operating activities
 
$
11,203
 
$
13,177
 
$
(2,004
)
$
1,528
 
$
23,904
 
Investing activities:
                               
Property, plant and equipment expenditures
   
(19,248
)
 
(1,036
)
 
(357
)
 
-
   
(20,641
)
Investment (in) from affiliates
   
-
   
1,092
   
(1,092
)
 
-
   
-
 
Other
   
404
   
176
   
-
   
-
   
580
 
Net cash (used in) provided by investing activities
   
(18,844
)
 
232
   
(1,449
)
 
-
   
(20,061
)
Financing activities:
                               
Net borrowings (repayments)
   
(8,971
)
 
-
   
-
   
8,971
   
-
 
Intercompany and equity transactions
   
12,705
   
(11,484
)
 
(1,221
)
 
-
   
-
 
Other
   
3,842
   
-
   
-
   
-
   
3,842
 
Excess tax benefit for stock-based compensation
   
1,958
   
-
   
-
   
-
   
1,958
 
Net cash provided by (used in) financing activities
   
9,534
   
(11,484
)
 
(1,221
)
 
8,971
   
5,800
 
Effect of exchange rate changes on cash and cash equivalents
   
1,079
   
(2,549
)
 
314
   
(1,528
)
 
(2,684
)
Increase (decrease) in cash and cash equivalents
   
2,972
   
(624
)
 
(4,360
)
 
8,971
   
6,959
 
Cash and cash equivalents, beginning of period
   
20,802
   
3,683
   
25,930
   
(20,111
)
 
30,304
 
Cash and cash equivalents, end of period
 
$
23,774
 
$
3,059
 
$
21,570
 
$
(11,140
)
$
37,263
 

Condensed Consolidating Statements of Cash Flows
Nine months ended September 30, 2007

   
 Issuer 
 
 Guarantor 
Subsidiaries 
 
 Non-Guarantor 
Subsidiaries 
 
 Consolidating and 
Eliminating 
Entries 
 
 Consolidated 
 
                       
Net cash (used in) provided by operating activities
 
$
(6,724
)
$
14,754
 
$
7,632
 
$
1,227
 
$
16,889
 
Investing activities:
                               
Property, plant and equipment expenditures
   
(6,584
)
 
(750
)
 
(305
)
 
-
   
(7,639
)
Investment (in) from affiliates
   
-
   
(450
)
 
450
   
-
   
-
 
Other
   
187
   
-
   
-
   
-
   
187
 
Net cash (used in) provided by investing activities
   
(6,397
)
 
(1,200
)
 
145
   
-
   
(7,452
)
Financing activities:
                               
Net borrowings (repayments)
   
5,576
   
-
   
1,458
   
(5,127
)
 
1,907
 
Intercompany and equity transactions
   
18,191
   
(13,573
)
 
(5,512
)
 
894
   
-
 
Other
   
1,056
   
-
   
-
   
-
   
1,056
 
Net cash provided by (used in) financing activities
   
24,823
   
(13,573
)
 
(4,054
)
 
(4,233
)
 
2,963
 
Effect of exchange rate changes on cash and cash equivalents
   
1,281
   
372
   
914
   
(1,227
)
 
1,340
 
Increase (decrease) in cash and cash equivalents
   
12,982
   
354
   
4,637
   
(4,233
)
 
13,740
 
Cash and cash equivalents, beginning of period
   
-
   
2,507
   
19,556
   
(16,432
)
 
5,631
 
Cash and cash equivalents, end of period
 
$
12,982
 
$
2,861
 
$
24,193
 
$
(20,665
)
$
19,371
 

26


14.
Related Party Transactions

Net sales to related parties and receivables from related parties primarily reflect sales of activated carbon products to equity investees. Generally, transactions are conducted under long-term contractual arrangements. Related party sales transactions were $2.3 million and $2.9 million for the three months ended September 30, 2008 and 2007, respectively, and $7.4 million and $6.7 million for the nine months ended September 30, 2008 and 2007, respectively. Receivables from equity investees amounted to $1.8 million and $2.4 million at September 30, 2008 and December 31, 2007, respectively. The Company’s equity investees are included in the Activated Carbon and Service segment.

15.
Income Taxes

On January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes". FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result of the adoption of FIN 48 and recognition of the cumulative effect of adoption of a new accounting principle, the Company recorded a $5.7 million increase in the gross unrecognized income tax benefits and a decrease in retained earnings of $4.3 million. In conjunction with the adoption of FIN 48, the Company has classified uncertain tax positions as non-current income tax liabilities unless the amount is expected to be paid within one year.

As of September 30, 2008 and December 31, 2007, the Company’s gross unrecognized income tax benefits were $11.0 million and $12.0 million, respectively. If recognized, $10.0 million of the gross unrecognized tax benefits would have affected the effective tax rate at September 30, 2008 and December 31, 2007, respectively.

The Company estimates that approximately $4.3 million of unrecognized tax benefits will be realized in the next twelve months. The reversals would result from the lapse of the statute of limitations in various tax jurisdictions in which the Company operates.

27


16.
Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements,” for all financial instruments accounted for at fair value on a recurring and non-recurring basis. In February 2008, the FASB issued FASB Staff Position No. 157-2 providing for a one year deferral of the provisions of SFAS No. 157 for non-financial assets and liabilities which are recognized or disclosed at fair value in the consolidated financial statements on a non-recurring basis. The Company is currently evaluating the impact of the provisions of SFAS No. 157 on its non-financial assets and liabilities. SFAS No.157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The fair value hierarchy for disclosure of fair value measurements under SFAS No. 157 is as follows:

·
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;
·
Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
·
Level 3 - Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2008, as required by SFAS No. 157:

(Thousands)
 
Level 1
 
Level 2
 
Level 3
 
Assets
                   
Natural gas derivatives
 
$
-
 
$
33
 
$
-
 
Financial derivatives
   
-
   
993
   
-
 
Liabilities
                   
Natural gas derivatives
 
$
-
 
$
430
 
$
-
 
Financial derivatives
   
-
   
167
   
-
 

The Company’s corporate and foreign subsidiaries use foreign currency forward exchange contracts, foreign currency option contracts, and a foreign currency swap to limit the exposure of exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures for periods consistent with the expected cash flow of the underlying transactions. The contracts generally mature within eighteen months and are designed to limit exposure to exchange rate fluctuations. The Company uses cash flow hedges to limit the exposure to changes in natural gas prices. The contracts generally mature within one to thirty-six months.

17.
New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No.141(R)”), which replaces SFAS No. 141, “Business Combinations.” SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but SFAS No. 141(R) changes the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with an exception related to the accounting for valuation allowances on deferred taxes and acquired tax contingencies related to acquisitions completed before the effective date. SFAS No. 141(R) amends SFAS No. 109 to require adjustments, made after the effective date of this statement, to valuation allowances for acquired deferred tax assets and income tax positions to be recognized as income tax expense. Beginning January 1, 2009, the Company will apply the provisions of SFAS No. 141(R) to its accounting for applicable business combinations.

28


In December 2007, the FASB issued SFAS No. 160 (“SFAS No. 160”), “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 160 changes the classification of noncontrolling (minority) interests on the balance sheet and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under the new standard, noncontrolling interests are considered equity and are to be reported as an element of stockholders’ equity rather than outside of equity in the balance sheet. In addition, the current practice of reporting minority interest expense or benefit also will change. Under the new standard, net income will encompass the total income before minority interest expense. The statement of operations will include separate disclosure of the attribution of income between the controlling and noncontrolling interests. Increases and decreases in the noncontrolling ownership interest amount are accounted for as equity transactions. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and earlier application is prohibited. Upon adoption, the balance sheet and the statement of operations should be recast retrospectively for the presentation of noncontrolling interests. The other accounting provisions of the statement are required to be adopted prospectively. The Company will adopt SFAS No. 160 as required and expects that the adoption will not have a material impact on its financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedging items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement’s disclosure requirements are effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the effects that SFAS No. 161 may have on its consolidated financial statement disclosures.

In May 2008, the FASB issued Financial Accounting Standard SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). Under SFAS No. 162, the GAAP hierarchy will now reside in the accounting literature established by the FASB. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The adoption of SFAS No. 162 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In May 2008, the FASB issued FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” APB 14-1 requires the issuer to separately account for the liability and equity components of convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance will result in companies recognizing higher interest expense in the statement of operations due to amortization of the discount that results from separating the liability and equity components. APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting APB 14-1 on its consolidated financial statements.

29


Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition

This discussion should be read in connection with the information contained in the Unaudited Condensed Consolidated Financial Statements and Notes to the Unaudited Condensed Financial Statements.

Results of Operations

Continuing Operations

Consolidated net sales increased by $14.2 million or 16.7% and $41.6 million or 16.2% for the quarter and year-to-date periods ended September 30, 2008, respectively, versus the quarter and year-to-date periods ended September 30, 2007. Net sales for the Activated Carbon and Service segment for the quarter and year-to-date periods ended September 30, 2008 increased $12.9 million or 17.8% and $41.7 million or 19.3%, respectively, versus the comparable 2007 periods. The increase for the quarter and year-to-date periods ended September 30, 2008 was primarily due to higher demand and higher average pricing in the environmental water treatment, potable water treatment, and food markets. Also contributing to the year-to-date September 30, 2008 increase was higher average pricing in the environmental air treatment, specialty carbon, and industrial process markets. Foreign currency translation also had a positive impact of $0.9 million and $6.7 million, respectively, for the quarter and year-to-date periods ended September 30, 2008. Net sales for the Equipment segment for the quarter and year-to-date periods ended September 30, 2008 increased $2.4 million or 26.0% and $1.2 million or 4.0%, respectively, versus the similar 2007 periods. The increase for both periods ended September 30, 2008 resulted from higher demand for carbon adsorption systems and ultraviolet light systems that used ultraviolet light for disinfection of drinking water. The increase for the year-to-date period ended September 30, 2008 was partially offset by decline in demand for ion exchange systems as well as a decline for odor control equipment during the first half of 2008. Foreign currency translation also had a positive impact of $0.1 million and $0.4 million, respectively, for the quarter and year-to-date periods ended September 30, 2008. Net sales for the Consumer segment decreased $1.1 million or 33.4% and $1.3 million or 13.8%, respectively, for the quarter and year-date periods ended September 30, 2008 versus the comparable 2007 periods. The decrease for both periods was primarily due to delays in shipments for activated carbon cloth products as a result of performance issues with production equipment that was replaced during the quarter ended September 30, 2008. Also contributing to the decrease for both periods was lower demand for PreZerve® products. Foreign currency translation was comparable for the quarter and year-to-date periods ended September 30, 2008. The total positive impact of foreign currency translation on consolidated net sales for the quarter and year-to-date periods ended September 30, 2008 was $1.0 million and $7.1 million, respectively.

Net sales less cost of products sold, as a percentage of net sales, was 33.9% for the quarter ended September 30, 2008 compared to 32.1% for the similar 2007 period, a 1.8% increase or $6.4 million, and 33.4% for the year-to-date period ended September 30, 2008 compared to 31.5% for the similar 2007 period, a 1.9% increase or $18.9 million. The increase for both periods was primarily in the Activated Carbon and Service segment which was principally driven by  higher prices as well as volume for certain carbon and service products. The increase for the quarter ended September 30, 2008 also included a $0.5 million curtailment benefit associated with the freezing of the Company’s Neville Island defined benefit pension plan and an approximate $1.0 million benefit for the reduction of an accrual related to costs for Company imports related to a favorable ruling by U.S. Customs in September 2008. The Equipment segment also contributed to the increase for the quarter ended September 30, 2008 versus the similar 2007 period due to higher volume for both carbon adsorption and ultraviolet light systems. The Equipment segment was comparable for the year-to-date period ended September 30, 2008 versus the similar 2007 period. The Consumer segment declined in both the quarter and year-to-date periods ended September 30, 2008 primarily due to the lower demand for activated carbon cloth as compared to the similar 2007 periods. The Company’s cost of products sold excludes depreciation and amortization; therefore it may not be comparable to that of other companies.

The depreciation and amortization decrease of $0.4 million and $0.9 million during the quarter and year-to-date periods ended September 30, 2008 versus the comparable 2007 periods was primarily due to an increase in fully depreciated fixed assets.

30


Selling, general and administrative expenses for the quarter and year-to-date periods ended September 30, 2008 increased by $1.0 million and $2.7 million, respectively, versus the comparable 2007 periods. The increase for the quarter and year-to-date periods ended September 30, 2008 was primarily due to higher legal expenses related to the administrative review of the Department of Commerce’s April 2007 anti-dumping order on certain activated carbon products from China. The year-to-date period ended September 30, 2008 also increased due to an increase in employee related expenses partially offset by a recovery of receivables previously considered uncollectible. The year-to-date 2007 period included the positive effect of the settlement with Trojan Technologies regarding the Company’s Canadian UV patent.
 
Research and development expense was comparable for the quarter ended September 30, 2008 and increased $0.4 million for the year-to-date period ended September 30, 2008 versus the comparable 2007 period primarily due to increased employee related expenses and laboratory testing services.

The $9.3 million gain on AST settlement for the year-to-date period ended September 30, 2008 relates to the resolution of a lawsuit involving the Company’s purchase of the common stock of Advanced Separation Technologies Inc. (“AST”) in 1996 (See Note 8).

Other expense for the quarter and year-to-date periods ended September 30, 2008 increased $0.7 million and $0.4 million, respectively, compared to the similar 2007 periods primarily due to non-recurring costs associated with the conversion of a portion of the Company’s Senior Convertible Notes (“Notes”) as well as the negative impact of foreign exchange on the quarter.
 
Interest expense, net of interest income, for the quarter and year-to-date periods ended September 30, 2008 decreased $0.3 million and $0.9 million, respectively, versus the comparable 2007 periods. The decrease for both periods is primarily a result of the effect of capitalized interest due to increased capital spending in 2008 as well as the aforementioned conversions of Notes that occurred during the quarter ended September 30, 2008. Also contributing to the year-to-date decline is the penalty interest related to the Notes that occurred in the 2007 similar period.

The income tax provision increased $3.6 million for the quarter ended September 30, 2008 versus the quarter ended September 30, 2007. The increase was primarily due to an increase in income from continuing operations before income tax and equity in income from equity investments of $5.4 million. In addition, during the quarter ended September 30, 2007, the Company recognized $1.4 million of uncertain tax positions for which expiration of the statute of limitations occurred.

The effective tax rate for the year-to-date period ended September 30, 2008 was 36.0% compared to 37.7% for the similar 2007 period. The year-to-date period ended September 30, 2008 tax rate was higher than the statutory Federal income tax rate mainly due to permanent items and state income taxes partially offset by various tax credits. The effective tax rate for the year-to-date period ended September 30, 2007 was adversely impacted by several factors including income in certain foreign jurisdictions whose statutory tax rates exceeded the United States statutory rate, the absence of a full benefit from foreign tax credits in the United States due to an overall foreign loss, and permanent non-deductible expenses. The year-to-date September 30, 2007 tax rate was reduced by FIN 48 reserves reversed due to the expiration of the statute of limitations in taxing jurisdictions.

During the preparation of its effective tax rate, the Company uses an annualized estimate of pre-tax earnings. Throughout the year, this annualized estimate may change based on actual results and annual earnings estimate revisions. Because the Company’s permanent tax differences are relatively constant, changes in the annualized estimate may have a significant impact on the effective tax rate in future periods.

The Company provides an estimate for income taxes based on an evaluation of the underlying accounts, its tax filing positions and interpretations of existing law. Changes in estimates are reflected in the year of settlement or expiration of the statute of limitations. Under FIN 48, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

31


Equity in income from equity investments for the quarter and year-to-date periods ended September 30, 2008 decreased $0.3 million and $1.4 million, respectively, versus the similar 2007 periods. The decrease was primarily due to higher product costs realized in 2008.

Discontinued Operations

Income (loss) from discontinued operations was $(0.2) million and $3.2 million, respectively, for the quarter and year-to-date periods ended September 30, 2008 and was primarily due to the final adjustment to the sale price of the Company’s Charcoal/Liquid business that was sold in the first quarter of 2006.

Financial Condition

Working Capital and Liquidity

Cash flows provided by operating activities were $23.9 million for the period ended September 30, 2008 compared to $16.9 million for the similar 2007 period. The $7.0 million increase is primarily due to improved earnings. The 2008 earnings include $3.2 million of non-cash earnings resulting from the determination of the final sale price of the Company’s Charcoal/Liquid business as discussed in Note 1. Partially offsetting the cash effects of increased earnings were unfavorable working capital changes of $7.5 million.

Common stock dividends were not declared or paid during the periods ended September 30, 2008 and 2007, respectively.

Total debt at September 30, 2008 was $34.5 million, a decrease of $42.4 million from December 31, 2007. The decrease was primarily the result of the conversion of a substantial portion of the Company’s Senior Convertible Notes as described below.

5.00% Convertible Senior Notes due in 2036

On August 18, 2006, the Company issued $75.0 million in aggregate principal amount of 5.00% Notes due in 2036 (the “Notes”). The Notes accrue interest at the rate of 5.00% per annum which is payable in cash semi-annually in arrears on each February 15 and August 15, which commenced February 15, 2007. The Notes will mature on August 15, 2036.

The Notes can be converted under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after September 30, 2006, if the last reported sale price of the Company’s common stock is greater than or equal to 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any 10 consecutive trading-day period (the “measurement period”) in which the trading price per Note for each day in the measurement period was less than 103% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such day; or (3) upon the occurrence of specified corporate transactions described in the Offering Memorandum. On or after June 15, 2011, holders may convert their Notes at any time prior to the maturity date. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value (as described herein) calculated on a proportionate basis for each day of the 25 trading-day observation period.

For the period ended December 31, 2007 and for the quarterly periods ended March 31, June 30, and September 30, 2008, respectively, the last reported sale price of the Company’s common stock was greater than 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of each of the aforementioned quarterly periods. As a result, the holders of the Notes have had the right to convert the Notes into cash and shares of common stock throughout 2008. The following table represents the conversion and exchange activity that has occurred as of the period ended September 30, 2008 and through October 31, 2008:

32


Date
 
Aggregate 
Principal 
Amount 
Outstanding 
Prior to 
Transaction
 
Aggregate 
Principal 
Amount of 
Notes 
Involved in 
Transaction
 
Shares 
Issued
 
Cash Paid1
 
Aggregate 
Principal 
Amount 
Outstanding 
after 
Transaction
 
August 20, 2008
 
$
75,000,000
 
$
37,175,000
   
7,289,215
 
$
 
$
37,825,000
 
                                 
September 2, 2008
   
37,825,000
   
7,000,000
   
1,372,549
   
   
30,825,000
 
                                 
October 1, 2008
   
30,825,000
   
7,950,000
   
1,151,750
   
7,950,014
   
22,875,000
 
                                 
October 2, 2008
   
22,875,000
   
1,300,000
   
188,320
   
1,300,011
   
21,575,000
 
                                 
October 3, 2008
   
21,575,000
   
1,750,000
   
253,673
   
1,750,007
   
19,825,000
 
                                 
October 22, 2008
   
19,825,000
   
1,000,000
   
196,078
   
   
18,825,000
 
                                 
October 23, 2008
   
18,825,000
   
10,625,000
   
2,083,333
   
   
8,200,000
 
           
$
66,800,000
   
12,534,9182
 
$
11,000,032
         
1 Excluding any accrued interest paid to an exchanging holder.
2 Includes approximately 3 million shares exchanged for principal amount of Notes (in lieu of cash) due to exchanges. These shares were not previously included in the Company’s diluted shares for previous quarters.

Due to the conversion rights of the holders of the Notes, the Company has classified the remaining principal amount of outstanding Notes as a current liability for the period ended September 30, 2008.

The initial conversion rate is 196.0784 shares of the Company’s common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $5.10 per share of common stock. The conversion rate is subject to adjustment in some events, including the payment of a dividend on the Company’s common stock, but will not be adjusted for accrued interest, including any additional interest. In addition, following certain fundamental changes (principally related to changes in control) that occur prior to August 15, 2011, the Company will increase the conversion rate for holders who elect to convert Notes in connection with such fundamental changes in certain circumstances. The Company considered EITF 00-27 issue 7 which indicates that if a reset of the conversion rate due to a contingent event occurs, the Company would need to calculate if there is a beneficial conversion and record if applicable. Through September 30, 2008, no contingent events have occurred.

33


The Company may not redeem the Notes before August 20, 2011. On or after that date, the Company may redeem all or a portion of the Notes at any time. Any redemption of the Notes will be for cash at 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, including any additional interest, to, but excluding, the redemption date.

Holders may require the Company to purchase all or a portion of their Notes on each of August 15, 2011, August 15, 2016, and August 15, 2026. In addition, if the Company experiences specified types of fundamental changes, holders may require it to purchase the Notes. Any repurchase of the Notes pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including any additional interest, to, but excluding, the purchase date.

The Notes are the Company’s senior unsecured obligations, and rank equally in right of payment with all of its other existing and future senior indebtedness. The Notes are guaranteed by certain of the Company’s domestic subsidiaries on a senior unsecured basis. The subsidiary guarantees are general unsecured senior obligations of the subsidiary guarantors and rank equally in right of payment with all of the existing and future senior indebtedness of the subsidiary guarantors. If the Company fails to make payment on the Notes, the subsidiary guarantors must make them instead. The Notes are effectively subordinated to any indebtedness of the Company’s non-guarantor subsidiaries. The Notes are effectively junior to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Company sold the Notes to the original purchaser at a discount of $3.3 million that is being amortized over a period of five years. The Company incurred original issuance costs of $1.5 million which have been deferred and are being amortized over a five year period. The Company reclassified $1.2 million of the discount and $0.2 million of issuance costs to additional paid in capital as a result of the aforementioned conversions and exchanges of Notes that occurred during the three and nine month periods ended September 30, 2008. The Company will continue to amortize the respective remaining balances over the remaining five year period or the date of conversion/exchange, if sooner. As of the nine month period ended September 30, 2008, the Company recorded interest expense of $3.0 million related to the Notes, of which $0.4 million related to the amortization of the discount.

Credit Facility

On August 14, 2008, the Company entered into a third amendment to its Credit Facility (the “Third Amendment”). The Third Amendment permits borrowings in an amount up to $60.0 million and includes a separate U.K. sub-facility and a separate Belgian sub-facility. The Credit Facility permits the total revolving credit commitment to be increased up to $75.0 million. The facility matures on May 15, 2011. Availability for domestic borrowings under the Credit Facility is based upon the value of eligible inventory, accounts receivable and property, plant and equipment, with separate borrowing bases to be established for foreign borrowings under a separate U.K. sub-facility and a separate Belgian sub-facility. Availability under the Credit Facility is conditioned upon various customary conditions.

The Credit Facility is secured by a first perfected security interest in substantially all of the Company’s assets, with limitations under certain circumstances in the case of capital stock of foreign subsidiaries. Certain of the Company’s domestic subsidiaries unconditionally guarantee all indebtedness and obligations related to domestic borrowings under the Credit Facility. The Company and certain of its domestic subsidiaries also unconditionally guarantee all indebtedness and obligations under the U.K. sub-facility.

As of September 30, 2008, the collateral value of assets pledged was $57.6 million. The collateral value as of September 30, 2008 for domestic, U.K., and Belgian borrowers were $48.4 million, $4.8 million, and $4.4 million, respectively. The Credit Facility contains a fixed charge coverage ratio covenant which becomes effective when total domestic availability falls below $11.0 million. As of September 30, 2008, total availability was $41.8 million. Availability as of September 30, 2008 for domestic, U.K., and Belgian borrowers was $38.7 million, $3.1 million, and zero, respectively. The Company can issue letters of credit up to $20 million of the available commitment amount under the Credit Facility. Sub-limits for letters of credit under the U.K. sub-facility and the Belgian sub-facility are $2.0 million and $6.0 million, respectively. Letters of credit outstanding at September 30, 2008 totaled $15.8 million.

34


The Credit Facility interest rate is based upon Euro-based (“LIBOR”) rates with other interest rate options available. The applicable Euro Dollar margin in effect when the Company is in compliance with the terms of the facility ranges from 1.50% to 2.50% and is based upon the Company’s overall availability under the Credit Facility. The unused commitment fee is equal to 0.375% per annum, which can increase to 0.50%, and is based upon the unused portion of the revolving commitment.

The Credit Facility contains a number of affirmative and negative covenants. For the period ended September 30, 2008, the last reported sale price of the Company’s common stock was greater than 120% of the conversion price of the Notes for at least 20 trading days in the period of 30 consecutive trading days ended September 30, 2008. As a result, as of September 30, 2008, the holders of the Notes have the right to convert the Notes into cash and shares of common stock. Included in the Credit Facility, is a provision which permits the conversion of all $75.0 million of the Company’s Notes. The Credit Facility also includes a provision for up to $3.0 million of letters of credit under the Company’s U.S., Belgium, and UK sub-limits that can be issued having expiration dates that are more than one year but not more than three years after the date of issuance.

The negative covenants provide for certain restrictions on possible acts by the Company related to matters such as additional indebtedness, certain liens, fundamental changes in the business, certain investments or loans, asset sales and other customary requirements. The Company was in compliance with all such negative covenants as of September 30, 2008.

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements, and unconditional purchase obligations. At September 30, 2008, the changes in the Company’s contractual obligations that occurred since December 31, 2007 include a change in one of its purchase obligations, a reclassification of long-term debt to current portion of long-term debt, conversion of a portion of the Notes, and the related change in interest. There have been no other changes in the Company’s contractual obligations since December 31, 2007. The following table represents the significant cash contractual obligations and other commercial commitments as of September 30, 2008.

       
Due in
             
(Thousands)
 
2008
 
2009
 
2010
 
2011
 
2012
 
Thereafter
 
Total
 
                                             
Short-term debt
 
$
1,606
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
$
1,606
 
                                             
Current portion of Long-term debt*
   
-
   
2,925
   
-
   
29,994
   
-
   
-
   
32,919
 
                                             
Interest on Notes
   
2,825
   
991
   
991
   
626
   
-
   
-
   
5,433
 
                                             
Operating leases
   
3,733
   
3,009
   
2,409
   
1,921
   
1,798
   
4,711
   
17,581
 
                                             
Unconditional purchase obligations**
   
24,112
   
23,776
   
22,253
   
19,710
   
1,575
   
1,838
   
93,264
 
                                             
Total contractual cash Obligations
 
$
32,276
 
$
30,701
 
$
25,653
 
$
52,251
 
$
3,373
 
$
6,549
 
$
150,803
 

*The 2011 maturity excludes debt discount of $0.8 million. During October 2008, the Company completed exchanges and conversions for approximately $22.6 million of the notes-see additional discussion in Note 10.
**Primarily for the purchase of raw materials, transportation, and information systems services.
 
The long-term tax payable of $11.9 million related to FIN 48 has been excluded from the above table due to the fact that the Company is unable to determine the period in which the liability will be resolved.

The cash needs of each of the Company’s reporting segments are principally covered by the segment’s operating cash flow on a stand alone basis. Any additional needs will be funded by cash on hand or borrowings under the Company’s credit facility. Specifically, the Equipment and Consumer segments historically have not required extensive capital expenditures; therefore, the Company believes that cash on hand and borrowings will adequately support each of the segments cash needs.

35


Capital Expenditures and Investments

The Company currently estimates that it will spend approximately $130 million on capital expenditures for property, plant and equipment during the period 2009 through 2011. Capital expenditures for property, plant and equipment totaled $20.6 million for the nine months ended September 30, 2008 compared to expenditures of $7.6 million for the same period in 2007. The expenditures for the period ended September 30, 2008 consisted primarily of improvements to the Company’s manufacturing facilities of $16.7 million, of which $8.8 million was directly related to the planned re-start of a previously idled production line at the Company’s Catlettsburg, Kentucky facility, $1.5 million related to improvements to information systems, and customer capital of $1.9 million. The expenditures for the period ended September 30, 2007 consisted primarily of improvements to the Company’s manufacturing facilities of $6.5 million and customer capital of $0.3 million. Capital expenditures for 2008 are projected to be approximately $34.5 million. The Company expects to fund capital expenditures from operating cash flows, cash on hand, and borrowings.

In January 2006, the Company announced the temporary idling of its reactivation facility in Blue Lake, California in an effort to reduce operating costs and to more efficiently utilize the capacity at its other existing locations. It is management’s intention to resume operation of the plant in November 2008.

Regulatory and Legal Matters

Each of the Company’s U.S. production facilities has permits and licenses regulating air emissions and water discharges. All of the Company’s U.S. production facilities are controlled under permits issued by local, state and federal air pollution control entities. The Company is presently in compliance with these permits. Continued compliance will require administrative control and will be subject to any new or additional standards. In May 2003, the Company partially discontinued operation of one of its three activated carbon lines at its Catlettsburg, Kentucky facility known as B-line. The Company will need to install pollution abatement equipment in order to remain in compliance with state requirements regulating air emissions before resuming full operation of this line. On January 25, 2008, the Company announced its intention to re-start B-line. The Company estimates it will invest approximately $20.2 million in this line and that the project is estimated to be completed in early 2009.

In conjunction with the February 2004 purchase of substantially all of Waterlink’s operating assets and the stock of Waterlink’s U.K. subsidiary, several environmental studies were performed on the Columbus, Ohio property by environmental consulting firms which identified and characterized areas of contamination. In addition, these firms identified alternative methods of remediating the property, identified feasible alternatives and prepared cost evaluations of the various alternatives. The Company concluded from the information in the studies that a loss at this property is probable and recorded the liability as a component of noncurrent other liabilities in the Company’s consolidated balance sheet. At December 31, 2007, the balance recorded was $4.0 million. Liability estimates are based on an evaluation of, among other factors, currently available facts, existing technology, presently enacted laws and regulations, and the remediation experience of other companies. The Company has not incurred any environmental remediation expense during the periods ended September 30, 2008 and 2007. It is reasonably possible that a change in the estimate of this obligation will occur as remediation preparation and remediation activity commences. The ultimate remediation costs are dependent upon among other things, the requirements of any state or federal environmental agencies, the remediation methods employed, the final scope of work being determined, and the extent and types of contamination which will not be fully determined until experience is gained through remediation and related activities. The accrued amounts are expected to be paid out over the course of several years once work has commenced. The Company has yet to make a determination as to when it will proceed with remediation efforts.

36


In January 2007, the Company received a Notice of Violation (“NOV”) from the United States Environmental Protection Agency, Region 4 (“EPA”) alleging multiple violations of the Federal Resource Conservation and Recovery Act (“RCRA’) and corresponding EPA and Kentucky Department of Environmental Protection (“KYDEP”) hazardous waste management rules and regulations. The alleged violations are based on findings and information provided by the Company during and after a Multi Media Compliance Evaluation inspection of the Company’s Big Sandy Plant, located in Catlettsburg, Kentucky, conducted by the EPA and the KYDEP in September 2005, and concern the hazardous waste spent activated carbon regeneration facility located at the Big Sandy Plant. The Company submitted its initial written response to the NOV in June 2007. In August 2007, the EPA notified the Company that it believes there were significant RCRA violations that are unresolved by the information in the Company’s submittals. The Company met with EPA in December 2007 to discuss the alleged violations. Since that time it has had numerous telephone conferences and exchanges of correspondence in an attempt to resolve the issues as to alleged continuing violations raised by the January 2007 NOV. The Company has also taken action to remediate certain of the alleged violations and believes that the number of unresolved issues as to alleged continuing violations has been reduced substantially. The EPA can take formal enforcement action to require the Company to remediate any or all of the unresolved alleged continuing violations which could require the Company to incur substantial additional costs. The EPA can also take formal enforcement action to impose substantial civil penalties with respect to violations cited in the NOV, including those which have been resolved. The Company is awaiting further response from the EPA and cannot predict with any certainty the probable outcome of this matter or range of potential loss, if any.

On July 3, 2008, the EPA verbally informed the Company that there are a number of unresolved RCRA violations at the Big Sandy Plant which may render the facility unacceptable to receive spent carbon for reactivation from sites regulated under the Comprehensive Environmental Response, Compensation and Liability ACT (“CERCLA”) pursuant to the CERCLA Off-Site Rule. The CERCLA Off-Site Rule unacceptability determination applies only to materials from CERCLA regulated response actions, and if it goes into effect, it would not prohibit the Big Sandy Plant from receiving hazardous waste spent carbons from other sources. The Company received written notice of the unacceptability determination on July 14, 2008 (the “Notice”). The Notice alleges multiple violations of RCRA and four releases of hazardous waste. The alleged violations and releases stem from the September 2005 multi-media compliance inspections, and are the same as alleged in the January 2007 NOV described in the preceding paragraph. The Company originally had until September 1, 2008 to demonstrate to the EPA that the alleged violations and releases were not continuing, or else the Big Sandy Plant would not have been able to receive spent carbon from CERCLA sites until the EPA determines that the facility is again acceptable to receive such CERCLA wastes. The Company met with the EPA on August 25, 2008 and the Company submitted a written response to the Notice prior to the meeting. Following this meeting, the EPA extended the September 1 deadline to November 3, 2008 and then extended the deadline to January 9, 2009 before the unacceptability determination goes into effect, due to the late delivery of the Notice and the late date of the conference with the EPA. The Company believes that the indefinite suspension or termination of its ability to receive and reactivate spent carbon from CERCLA sites would not have a material adverse effect on its financial position or results of operations.

The August 25, 2008 EPA meeting was attended by representatives of the EPA’s Suspension and Debarment Division (“SDD”). On August 28, 2008, the Company received a letter from the SDD requesting additional information from the Company in connection with the SDD’s evaluation of the Company’s potential “business risk to the Federal Government,” noting that the Company engages in procurement transactions with the Federal Government, with respect to activities authorized pursuant to, or funded by, CERCLA. The Company has provided the SDD with all information requested by the letter. The SDD can suspend or debar a company from sales to the Federal Government directly or indirectly through government contractors or with respect to projects funded by the Federal Government. The SDD has not indicated whether or not it intends to take further action in this matter. The Company believes that there is no basis for suspension or debarment on the basis of the matters asserted by the EPA in the Notice or otherwise.

In June 2007, the Company received a Notice Letter from the New York State Department of Environmental Conservation (“NYSDEC”) stating that the NYSDEC has determined that the Company is a Potentially Responsible Party (“PRP”) at the Frontier Chemical Processing Royal Avenue Site in Niagara Falls, New York (the “Site”). The Notice Letter requests that the Company and other PRPs develop, implement and finance a remedial program for Operable Unit #1 at the Site. Operable Unit #1 consists of overburden soils and overburden and upper bedrock groundwater. The selected remedy is removal of above grade structures and contaminated soil source areas, installation of a cover system, and ground water control and treatment, estimated to cost between approximately $11 million and $14 million, which would be shared among the PRPs. The Company has not determined what portion of the costs associated with the remedial program it would be obligated to bear and the Company cannot predict with any certainty the outcome of this matter or range of potential loss. The Company has joined a PRP group formed to address this issue and the group is currently seeking a Consent Order with the NYSDEC on the clean up activity and approach. The Notice Letter also demands payment of all monies that the NYSDEC has already expended for investigation and remediation of the Site, but does not specify the amount that the NYSDEC has expended. The Company, as part of the PRP group, is negotiating a consent order with the NYSDEC for a supplemental investigation at the Site to collect data for the design of the soil remediation and to further characterize ground water conditions at the Site.

37


In July 2007, the Company received an NOV from the KYDEP alleging that the Company has violated the KYDEP’s hazardous waste management regulations in connection with the Company’s hazardous waste spent activated carbon regeneration facility located at the Big Sandy Plant in Catlettsburg, Kentucky. The NOV alleges that the Company has failed to correct deficiencies identified by the KYDEP in the Company’s Part B hazardous waste management facility permit application and related documents and directs the Company to submit a complete and accurate Part B application and related documents and to respond to the KYDEP’s comments which are appended to the NOV. The Company submitted a response to the NOV and the KYDEP’s comments in December 2007. The KYDEP has not indicated whether or not it will take formal enforcement action, and has not specified a monetary amount of civil penalties it might pursue in any such action, if any. On October 18, 2007, the Company received an NOV from the EPA related to this permit application and submitted a revised application to both the KYDEP and the EPA within the mandated timeframe. At this time the Company cannot predict with any certainty the outcome of this matter or range of loss, if any.

The Company is also subject to various environmental health and safety laws and regulations at its facilities in Belgium, China, and the United Kingdom. These laws and regulations address substantially the same issues as those applicable to the Company in the United States. The Company believes it is presently in substantial compliance with these laws and regulations.

On March 20, 2007, the Company and ADA-ES entered into a Memorandum of Understanding ("MOU") providing for cooperation between the companies to attempt to jointly market powdered activated carbon (“PAC”) to the electric power industry for the removal of mercury from coal fired power plant flue gas. The MOU provided for commissions to be paid to ADA-ES in respect of product sales. The Company terminated the MOU effective as of August 24, 2007 for convenience. Neither party had entered into sales or supply agreements with prospective customers as of that date. On March 3, 2008, the Company entered into a supply agreement with a major U.S. power generator for the sale of powdered activated carbon products with a minimum purchase obligation of approximately $55 million over a 5 year period. ADA-ES claimed that it is entitled to commissions of all product sales under this contract, which the Company denies. On September 29, 2008, the Company filed suit in the United States District Court for the Western District of Pennsylvania for a declaratory judgment from the Court that the Company has no obligation to pay ADA-ES commissions related to the aforementioned contract or for any future sales made after August 24, 2007. On November 4, 2008, ADA-ES filed its answer and counterclaim denying the Company’s entitlement to a declaratory judgment and claiming a commission of $8.25 million.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No.141(R)”), which replaces SFAS No. 141, “Business Combinations.” SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but SFAS No. 141(R) changes the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with an exception related to the accounting for valuation allowances on deferred taxes and acquired tax contingencies related to acquisitions completed before the effective date. SFAS No. 141(R) amends SFAS No. 109 to require adjustments, made after the effective date of this statement, to valuation allowances for acquired deferred tax assets and income tax positions to be recognized as income tax expense. Beginning January 1, 2009, the Company will apply the provisions of SFAS No. 141(R) to its accounting for applicable business combinations.

38


In December 2007, the FASB issued SFAS No. 160 (“SFAS No. 160”), “Noncontrolling Interests in Consolidated Financial Statements.” SFAS No. 160 changes the classification of noncontrolling (minority) interests on the balance sheet and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under the new standard, noncontrolling interests are considered equity and are to be reported as an element of stockholders’ equity rather than outside of equity in the balance sheet. In addition, the current practice of reporting minority interest expense or benefit also will change. Under the new standard, net income will encompass the total income before minority interest expense. The statement of operations will include separate disclosure of the attribution of income between the controlling and noncontrolling interests. Increases and decreases in the noncontrolling ownership interest amount are accounted for as equity transactions. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and earlier application is prohibited. Upon adoption, the balance sheet and the statement of operations should be recast retrospectively for the presentation of noncontrolling interests. The other accounting provisions of the statement are required to be adopted prospectively. The Company will adopt SFAS No. 160 as required and expects that the adoption will not have a material impact on its financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedging items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement’s disclosure requirements are effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the effects that SFAS No. 161 may have on its consolidated financial statement disclosures.

In May 2008, the FASB issued Financial Accounting Standard SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). Under SFAS No. 162, the GAAP hierarchy will now reside in the accounting literature established by the FASB. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The adoption of SFAS No. 162 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In May 2008, the FASB issued FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” APB 14-1 requires the issuer to separately account for the liability and equity components of convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance will result in companies recognizing higher interest expense in the statement of operations due to amortization of the discount that results from separating the liability and equity components. APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting APB 14-1 on its consolidated financial statements.

39


Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk
In the normal course of its business, the Company is exposed to market risk or price fluctuations related to the production of activated carbon products. Coal and natural gas, which are significant to the manufacturing of activated carbon, have market prices that fluctuate regularly. Based on the estimated 2008 usage of coal and natural gas, a hypothetical 10% increase (or decrease) in the price of coal and natural gas, would result in an incremental pre-tax loss (or gain) of $1.9 million and $0.7 million, respectively.

To mitigate the risk of fluctuating prices, the Company has entered into long-term contracts to hedge the purchase of a percentage of the estimated need of coal and natural gas at fixed prices.

Interest Rate Risk
The Company’s current and long-term debt is based on fixed rates, rates that float with the Euro Dollar, or prime, and the carrying value approximates fair value. The Company’s senior convertible notes, which represent the majority of the Company’s outstanding debt balance at September 30, 2008 and December 31, 2007, are based on a fixed rate and therefore would not be subject to interest rate risk. A hypothetical change of 10% in the Company’s effective interest rate from September 30, 2008 and December 31, 2007 would not result in a material change to interest expense.

Foreign Currency Exchange Risk
The Company is subject to risk of price fluctuations related to anticipated revenues and operating costs, firm commitments for capital expenditures, and existing assets and liabilities denominated in currencies other than U.S. dollars. The Company enters into foreign currency forward exchange contracts and purchases options to manage these exposures. At September 30, 2008, the Company had seventy-eight derivative instruments outstanding of which sixty-one were hedges utilizing foreign currency forward exchange contracts and sixteen were cash flow hedges utilizing foreign currency option contracts for forecasted inventory purchases. A hypothetical 10% strengthening (or weakening) of the U.S. dollar against the British Pound Sterling, Canadian Dollar, and Euro at September 30, 2008 would result in an incremental pre-tax loss (or gain) of approximately $3.5 million. The foreign currency forward exchange contracts purchased during 2008 have been accounted for according to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”).

The Company had also entered into a ten-year foreign currency swap agreement to fix the foreign exchange rate on a $6.5 million intercompany loan between the Company and its subsidiary, Chemviron Carbon Ltd. The swap agreement provides the offset for the foreign currency fluctuation and neutralizes its effect on loan payments and valuation. This swap transaction has been accounted for in accordance with SFAS No. 133.

40


Item 4. Controls and Procedures

Disclosure Controls and Procedures:

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at the end of the period covered by this Quarterly Report on Form 10-Q. Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control:

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the period ended September 30, 2008, that have significantly affected, or are reasonably likely to significantly affect, the Company’s internal controls over financial reporting.

41


PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 8 to the unaudited interim Condensed Consolidated Financial Statements contained herein.

Item 1a. Risk Factors

There were no material changes in the Company’s risk factors from the risks disclosed in the Company’s Form 10-K for the year ended December 31, 2007.
 
Item 2c. Unregistered Sales of Equity Securities and Use of Proceeds

Period
 
Total
Number
of Shares
Purchased (a)
 
Average
Price Paid
Per Share (b)
 
Total Number of
Shares Purchased
as Part of Publicly
Announced
Repurchase Plans
or Programs (c)
 
Maximum Number
(or Approximate
Dollar Value)
of Shares that May
Yet be Purchased
Under the Plans or
Programs (d)
 
July 1 – July 31, 2008
   
1,479
 
$
15.47
   
   
 
August 1 – August 31, 2008
   
-
   
   
   
 
September 1 – September 30, 2008
   
-
   
   
   
 
(a) This column includes purchases under Calgon Carbon’s Stock Option Plan which represented withholding taxes due from employees relating to the restricted share awards issued. Future purchases under this plan will be dependent upon employee elections and forfeitures.

Item 6. Exhibits 

Exhibit 10.6 Calgon Carbon Corporation Senior Credit Facility, as amended

Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
42


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CALGON CARBON CORPORATION
 
(REGISTRANT)
   
Date: November 10, 2008
/s/Leroy M. Ball
 
Leroy M. Ball
 
Senior Vice President,
 
Chief Financial Officer

43


EXHIBIT INDEX

Exhibit
   No.
 
Description
 
Method of Filing
         
10.6
  Calgon Carbon Corporation Senior Credit Facility, as amended.  
Filed herewith
         
31.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
31.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith
32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed herewith

44