c51112_10q.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TaIJVvsDczEY7MxUAp4eX+NpkQWApTMqU2iKW9fEJNDcWpZQl13VgMAeIbxGqKLv vaG4PwOLU7eHEWBW4x4jyA== 0000930413-07-008564.txt : 20071109 0000930413-07-008564.hdr.sgml : 20071109 20071109171135 ACCESSION NUMBER: 0000930413-07-008564 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENTEK INC CENTRAL INDEX KEY: 0001077552 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 020505547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14789 FILM NUMBER: 071232803 BUSINESS ADDRESS: STREET 1: C/O GENTEK INC STREET 2: 90 EAST HALSEY ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738846952 MAIL ADDRESS: STREET 1: C/O GENTEK INC STREET 2: 90 EAST HALSEY ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 10-Q 1 c51112_10q.htm c51112_10q.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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

(Mark One)

X		QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
		OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2007
		OR


		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
		OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-14789

GENTEK INC.
(Exact name of registrant as specified in its charter)

	Delaware	02-0505547
	(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

	90 East Halsey Road
	Parsippany, New Jersey	07054
	(Address of principal executive offices)	(Zip Code)

(973) 515 3221
(Registrant’s telephone number, including area code)

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

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. (Check One):

Large Accelerated Filer ______ Accelerated Filer X Non-accelerated filer ______

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

Yes No X

Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes X No

The number of outstanding shares of the Registrant’s Common Stock as of October 31, 2007 was 10,605,469.

GENTEK INC.

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

INDEX

		Page No.
PART I. FINANCIAL INFORMATION:
Item 1.	Financial Statements
Condensed Consolidated Statements of Operations – Three and Nine Months
Ended September 30, 2007 and 2006		1
Condensed Consolidated Balance Sheets September 30, 2007 and
December 31, 2006 (as Restated)		2
Condensed Consolidated Statements of Cash Flows –Nine Months
Ended September 30, 2007 and 2006 (as Restated)		3-4
Condensed Consolidated Statement of Changes in Equity – Year ended December 31, 2006
(as Restated) and Nine Months Ended September 30, 2007		5
Notes to the Condensed Consolidated Financial Statements		6-16
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	17-24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24-25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION:
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 5.	Other Information	26
Item 6.	Exhibits	27-30
SIGNATURES		31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

		Three Months Ended					Nine Months Ended
		September 30,					September 30,
	2007			2006			2007			2006
Net revenues	$	151,334		$	158,545		$	465,723		$	445,506
Cost of sales		128,738			131,169			388,110			363,468
Selling, general and administrative expense		13,153			13,450			38,710			38,229
Net (gain) on disposition of long-term assets		(10,068	)		(165	)		(10,036	)		(81	)
Restructuring and impairment charges		1,708			246			4,577			1,598
Pension and postretirement liability curtailment
(gains)		(2,565	)		--			(3,260	)		(635	)
Operating profit		20,368			13,845			47,622			42,927
Interest expense		5,404			6,314			17,752			22,907
Interest income		42			186			399			516
Other (income) expense, net		44			31			(178	)		265
Income from continuing operations before
income taxes		14,962			7,686			30,447			20,271
Income tax provision		6,387			3,416			12,779			8,694
Income from continuing operations		8,575			4,270			17,668			11,577
Income (loss) from discontinued operations (net of tax
provision (benefit) of $1,098, $ (1,267), $(225) and
$(3,366), respectively)		608			(1,388	)		(6,701	)		(1,155	)
Net income	$	9,183		$	2,882		$	10,967		$	10,422

Income per common share – basic:
Income from continuing operations	$	0.83		$	0.42		$	1.71		$	1.14
Income (loss) from discontinued operations		0.06			(0.14	)		(0.65	)		(0.11	)
Net income	$	0.89		$	0.28		$	1.06		$	1.03

Income per common share – assuming dilution:
Income from continuing operations	$	0.75		$	0.38		$	1.52		$	1.07
Income (loss) from discontinued operations		0.05			(0.12	)		(0.58	)		(0.11	)
Net income	$	0.80		$	0.26		$	0.95		$	0.96

See the accompanying notes to the condensed consolidated financial statements.

-1-

GENTEK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)

		September 30,			December 31,
		2007			2006
					As Restated -
					See Note 13
ASSETS
Current assets:
Cash and cash equivalents	$	12,936		$	5,237
Receivables, net		88,548			77,305
Inventories		51,213			46,885
Deferred income taxes		32,438			31,578
Assets held for sale		5,602			136,294
Other current assets		6,162			6,511
Total current assets		196,899			303,810
Property, plant and equipment, net		209,220			224,102
Goodwill		142,416			139,497
Intangible assets, net		49,962			54,703
Other assets		6,034			8,094
Total assets	$	604,531			730,206

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	37,485			42,639
Accrued liabilities		58,398			56,181
Current portion of long-term debt		3,623			4,612
Liabilities of businesses held for sale		--			32,753
Total current liabilities		99,506			136,185
Long-term debt		245,398			340,687
Pension and postretirement liabilities		67,433			85,501
Other liabilities		72,855			69,354
Total liabilities		485,192			631,727
Equity:
Preferred Stock, $.01 par value; authorized: 10,000,000 shares; none
issued or outstanding		--			--
Common Stock, no par value; authorized: 100,000,000 shares; issued:
10,639,506 and 10,359,716 shares at September 30, 2007 and December
31, 2006, respectively		86,320			83,516
Warrants		7,824			8,355
Accumulated other comprehensive income		14,085			8,550
Retained earnings (deficit)		12,090			(1,678	)
Treasury stock, at cost: 34,037 and 12,198 shares at September 30,
2007 and December 31, 2006, respectively		(980	)		(264	)
Total equity		119,339			98,479
Total liabilities and equity	$	604,531		$	730,206

See the accompanying notes to the condensed consolidated financial statements.

-2-

GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

		Nine Months Ended
		September 30,
	2007			2006
				As Restated -
				See Note 13
Cash flows from operating activities:
Net income	$	10,967		$	10,422
Adjustments to reconcile net income to net cash provided by
operating activities:
Discontinued operations		6,701			1,155
Pension and postretirement liability curtailment gains		(3,260	)		(635	)
Depreciation and amortization		27,456			24,647
Asset impairment charge		925			503
Net (gain) on disposition of long-term assets		(10,036	)		(81	)
Long-term incentive plan costs, net		2,972			1,220
Excess tax benefit from stock option exercises		(618	)		(192	)
Increase in receivables		(9,736	)		(20,120	)
Increase in inventories		(3,547	)		(4,745	)
(Increase) decrease in deferred tax assets		(3,461	)		3,937
Increase (decrease) in accounts payable		(3,007	)		14,216
Increase in accrued liabilities		7,521			3,091
Change in other liabilities and assets, net		(2,952	)		1,137
Net cash provided by continuing operations		19,925			34,555
Net cash provided by (used for) discontinued operations		(1,937	)		(10,931	)
Net cash provided by operating activities		17,988			23,624
Cash flows from investing activities:
Capital expenditures		(21,032	)		(12,662	)
Proceeds from sales of long-term assets		14,997			2,360
Proceeds from short-term investments		--			2,367
Acquisition of businesses, net of cash acquired*		(3,203	)		(39,838	)
Net cash used for continuing operations		(9,238	)		(47,773	)
Net cash provided by discontinued operations		96,945			28,920
Net cash provided by (used for) investing activities		87,707			(18,853	)
Cash flows from financing activities:
Proceeds from revolving credit facility		77,750			15,000
Repayment of revolving credit facility		(87,750	)		--
Issuance of long-term debt		50,000			721
Repayment of long-term debt		(135,102	)		(23,740	)
Deferred financing costs		(378	)		(396	)
Dividends		--			(2,367	)
Exercise of stock options and warrants		694			660
Excess tax benefits from stock option exercises		618			192
Acquisition of treasury stock		(716	)		(172	)
Repurchase and retirement of common stock		(2,250	)		--
Net cash used for continuing operations		(97,134	)		(10,102	)
Net cash used for discontinued operations		(1,393	)		(1,630	)
Net cash used for financing activities		(98,527	)		(11,732	)
Effect of exchange rate changes on cash		531			98
Increase (decrease) in cash and cash equivalents		7,699			(6,863	)
Cash and cash equivalents at beginning of period		5,237			10,631
Cash and cash equivalents at end of period	$	12,936		$	3,768

-3-

GENTEK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

Supplemental information:
Cash paid (refunded) for income taxes	$	3,532		$	(394	)
Cash paid for interest	$	18,677		$	22,678
Capital expenditures incurred but not yet paid	$	3,066		$	2,907

*Acqusition of businesses, net of cash acquired:
Working capital, other than cash	$	(215	)	$	(10,508	)
Property, plant and equipment		(87	)		(22,666	)
Other assets		(2,901	)		(9,101	)
Non current liabilities		--			2,437
Total cash used to acquire businesses	$	(3,203	)	$	(39,838	)

See the accompanying notes to the condensed consolidated financial statements.

-4-

GENTEK INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended December 31, 2006 (as Restated – See Note 13)
and the Nine Months Ended September 30, 2007
(In thousands)
(unaudited)

													Accumulated
													Other			Retained
	Common			Unearned						Treasury			Comprehensive			Earnings
	Stock			Compensation			Warrants			Stock			Income (Loss)			(Deficit)			Total


Balance at January 1, 2006	$	81,395		$	(859	)	$	8,361		$	(86	)	$	(3,861	)	$	425		$	85,375
Components of comprehensive income:
Net loss		--			--			--			--			--			(2,103	)		(2,103	)
Minimum pension liability adjustment (net
of tax of $2,494) (as Restated see Note 13)		--			--			--			--			3,811			--			3,811
Foreign currency translation adjustments
(net of tax of $59)		--			--			--			--			92			--			92
Change in unrealized gain on derivative
instruments (net of tax of $157)		--			--			--			--			239			--			239
Comprehensive income (as Restated see Note 13)																				2,039
Adjustment to initially apply FASB Statement
No. 158 (net of tax of $1,198) (as Restated
see Note 13)		--			--			--			--			8,269			--			8,269
Long term incentive plan grants, net		1,243			859			--			--			--			--			2,102
Exercise of warrants		48			--			(6	)		--			--			--			42
Exercise of stock options		830			--			--			--			--			--			830
Acquisition of treasury stock		--			--						(178	)		--			--			(178	)
Balance at December 31, 2006 (as Restated see
Note 13)		83,516			--			8,355			(264	)		8,550			(1,678	)		98,479
Cumulative effect of change in accounting for
uncertain tax positions		--			--			--			--			--			2,801			2,801
Components of comprehensive income:
Net income		--			--			-			--			--			10,967			10,967
Pension and postretirement liability adjustments
(net of tax of $4,200)		--			--			--			--			6,421			--			6,421
Foreign currency translation adjustments
(net of tax of $(4))		--			--			--			--			(7	)		--			(7	)
Change in unrealized gain on derivative
instruments (net of tax of $(575))		--			--			--			--			(879	)		--			(879	)
Comprehensive income																				16,502
Long term incentive plan grants, net		3,829			--			--			--			--			--			3,829
Exercise of stock options		694			--			--			--			--			--			694
Acquisition of treasury stock		--			--			--			(716	)		--			--			(716	)
Repurchase and retirement of common stock		(2,250	)		--			--			--			--			--			(2,250	)
Exercise of warrants		531			--			(531	)		--			--			--			--
Balance at September 30, 2007	$	86,320		$	--		$	7,824		$	(980	)	$	14,085		$	12,090		$	119,339

See the accompanying notes to the condensed consolidated financial statements.

-5-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2007 are not indicative of the results that may be expected for the year ending December 31, 2007. These statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

On April 27, 2007, the Company signed an agreement to sell its wholly owned subsidiary Defiance Testing and Engineering Services, Inc. The transaction was completed on July 17, 2007. Accordingly, this business has been classified as discontinued operations. See Note Number 11.

Note 2 – Summary of Significant Accounting Policies

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 on January 1, 2007. The adoption, which was accounted for as a cumulative effect adjustment, resulted in an increase to the January 1, 2007 balance of retained earnings (deficit) of $2,801. The total amount of unrecognized tax benefits as of January 1, 2007 was $13,546, of which $11,484 would, if recognized, affect the effective tax rate.

The Company and its affiliates are subject to tax in various jurisdictions, including the United States, various states, Canada and several other foreign jurisdictions. The Company, joined by its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for tax years before 2002. The Company recognizes interest and penalties related to uncertain tax positions as a component of the provision for income taxes. As of January 1, 2007, the Company had $1,683 accrued for interest and penalties. There were no significant changes to any of these amounts during the nine months ended September 30, 2007. During the next twelve months, it is reasonably possible that the total amount of unrecognized tax benefits will significantly change by up to approximately $8,000 due to the expiration of statute of limitations or the settlement of examinations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (“SFAS 157”), to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. The provisions of this Statement shall be effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company will be required to adopt the provisions of this statement as of January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157.

-6-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities — including an Amendment of SFAS No. 115, (“SFAS No. 159”), which permits an entity to measure many financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by instrument basis, with few exceptions. SFAS No. 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The Statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS No. 159.

Included in selling, general and administrative expense for the nine months ended September 30, 2007 is a gain of $736 for a settlement related to prior insurance costs.

Gains on disposition of long-term assets in prior periods have been reclassified to conform to the current period presentation.

Note 3 – Comprehensive Income

Total comprehensive income is comprised of net income, pension and postretirement liability adjustments, foreign currency translation adjustments and the change in unrealized gains and losses on derivative financial instruments. Total comprehensive income for the three months ended September 30, 2007 and 2006 was $7,221 and $1,246, respectively. Total comprehensive income for the nine months ended September 30, 2007 and 2006 was $16,502 and $11,257, respectively.

Note 4 – Earnings Per Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the foregoing and, in addition, the exercise of all warrants, stock options and restricted stock, using the treasury stock method.

The shares outstanding used for basic and diluted earnings per common share are reconciled as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2007	2006	2007	2006
Basic earnings per common share:
Weighted average common shares
outstanding	10,372,085	10,182,961	10,304,094	10,153,829
Diluted earnings per common share:
Weighted average common shares
outstanding	10,372,085	10,182,961	10,304,094	10,153,829
Warrants, options and restricted stock	1,125,351	1,019,310	1,290,230	664,849
Total	11,497,436	11,202,271	11,594,324	10,818,678

-7-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

For the three months ended September 30, 2007 and 2006, potentially dilutive securities totaling 228,652 and 112,096, respectively, were not included in the computation of diluted earnings per common share due to their antidilutive effect. For the nine months ended September 30, 2007 and 2006, potentially diluted securities totaling 139,237 and 1,068,100, respectively, were not included in the computation of diluted earnings per common share due to their antidilutive effect.

Note 5 – Inventories

		September 30,		December 31,
		2007		2006
Raw materials		$	30,387	$	24,888
Work in process			6,146		6,389
Finished products			13,314		14,430
Supplies and containers			1,366		1,178
		$	51,213	$	46,885

Note 6 – Long-Term Debt

		September 30,		December 31,
	Maturities	2007		2006
Revolving credit facility – floating rates	2010	$	--	$	10,000
First lien term loans – floating rates	2011		247,182		219,053
Second lien term loan – floating rates	2012		--		113,000
Other debt – various rates	2007-2018		1,839		3,246
Total debt			249,021		345,299
Less: current portion			3,623		4,612
Net long-term debt		$	245,398	$	340,687

As of September 30, 2007, the weighted-average interest rates in effect for the first lien term loan was 7.53 percent.

On March 19, 2007, the Company completed an amendment to its credit facilities which enabled it to increase borrowings under the first lien term loan by $50,000 and to use these borrowings and the net proceeds from the Noma wire and cable harness assembly business sale to redeem the entire second lien term loan.

On April 26, 2006, the Company entered into amendments of its first and second lien term loan agreements which reduced the interest rate margins by 50 and 150 basis points, respectively. In addition, the debt holders agreed to allow a redemption of the second lien term loan. On May 1, 2006, the Company repaid $22,000 of its second lien term loan. In connection with the amendments, the Company recorded charges in interest expense of $3,572 for certain costs related to the amendment and to write-off certain deferred funding costs.

Note 7 – Stock Incentive Plans

During the first nine months of 2007, the Company granted the following awards:

-8-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

		Weighted Average Exercise
	Options/Shares	Price/Grant-Date Value
Stock options	64,129	$ 35.10
Restricted stock	43,679	$ 35.05
Performance based restricted stock	164,523	$ 35.09

The fair value of each option grant was estimated using the Black Scholes option pricing model utilizing the weighted-average assumptions noted in the following table.

Dividend yield	--
Expected volatility	18.77	%
Risk free interest rate	4.79	%
Expected holding period (in years)	4
Weighted average fair value	$8.39

Compensation cost recorded for stock-based compensation under the long-term incentive plan was $1,192 and $486 for the three months ended September 30, 2007 and 2006, respectively, and $2,973 and $1,220 for the nine months ended September 30, 2007 and 2006, respectively.

As of September 30, 2007, there was $5,620 of total unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.6 years. The remaining unrecognized compensation cost for performance based restricted stock may vary each reporting period based on changes in the expected achievement of performance measures.

Note 8 – Segment Information

The segment presentation has been changed to reflect the Company’s industrial wire and fluid transport and handling equipment product lines within corporate and other. These product lines were formerly included within the manufacturing segment.

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2007			2006			2007			2006
*Net Revenues*
Manufacturing⁽¹⁾	$	32,421		$	38,566		$	119,384		$	110,939
Performance chemicals		106,358			100,006			298,462			276,890
Corporate and other⁽¹⁾		12,555			19,973			47,877			57,677
Consolidated	$	151,334		$	158,545		$	465,723		$	445,506
(1) Revenues of $19,973 and $57,677 for the three and nine months ended September 30, 2006, respectively, have been restated and included in corporate and other.

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2007			2006			2007			2006
*Operating Profit*
Manufacturing⁽¹⁾	$	(797	)	$	2,181		$	3,264		$	11,207
Performance chemicals		22,198			12,780			45,423			33,963
Corporate and other⁽¹⁾		(1,033	)		(1,116	)		(1,065	)		(2,243	)
Consolidated		20,368			13,845			47,622			42,927
Interest expense		5,404			6,314			17,752			22,907
Other expense (income), net		2			(155	)		(577	)		(251	)
Consolidated income from continuing
operations before income taxes	$	14,962		$	7,686		$	30,447		$	20,271

(1) Operating profit of $355 and $2,339 for the three and nine months ended September 30, 2006, respectively, have been restated and included in corporate and other.

-9-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
*Capital Expenditures*
Manufacturing⁽¹⁾	$	1,815	$	1,025	$	4,620	$	3,013
Performance chemicals		4,042		2,727		15,489		9,591
Corporate and other⁽¹⁾		687		22		923		58
Consolidated	$	6,544	$	3,774	$	21,032	$	12,662
(1) Capital expenditures of $22 and $58 for the three and nine months ended September 30, 2006, respectively, have been restated and included in corporate and other.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
	2007		2006		2007		2006
*Depreciation and Amortization*
Manufacturing⁽¹⁾	$	3,115	$	3,045	$	10,013	$	9,005
Performance chemicals		5,319		4,669		15,254		13,596
Corporate and other⁽¹⁾		884		638		2,189		2,046
Consolidated	$	9,318	$	8,352	$	27,456	$	24,647
(1) Depreciation and amortization of $267 and $801 for the three and nine months ended September 30, 2006, respectively, has been restated and included in corporate and other.

						September 30,		December 31,
						2007		2006
*Identifiable Assets*
Manufacturing⁽²⁾					$	263,617	$	270,228
Performance chemicals⁽¹⁾						291,989		289,978
Corporate and other⁽²⁾						43,323		33,706
Assets held for sale						5,602		136,294
Consolidated					$	604,531	$	730,206

(1) Includes equity method investments of $197 and $288, respectively.
(2) Identifiable assets of $19,830 as of December 31, 2006 have been restated and included in corporate and other.

Note 9 – Restructuring and Impairment Charges

During 2007, the Company initiated actions to close its Perrysburg, Ohio facility, which is included in its manufacturing segment. During 2006, the Company initiated actions to close its Newark, New Jersey sulfuric acid production facility and its Cleveland, Ohio aluminum sulfate production facility, both of which are included in the performance chemicals segment. These restructuring actions have been substantially completed. The following tables summarize the Company’s expected costs and accruals for these restructuring actions:

				Performance			Corporate
	Manufacturing			Chemicals			and other		Total
*Employee Termination Costs*
Costs incurred in prior periods	$	--		$	390		$	--	$	390
Costs incurred in current period		364			174			--		538
Costs anticipated to be incurred in the future		--			--			--		--
Total costs expected to be incurred	$	364		$	564		$	--	$	928

Accrual balance at December 31, 2006	$	--		$	390		$	--	$	390
Provisions		364			174			--		538
Amounts paid		(344	)		(564	)		--		(908	)
Accrual balance at September 30, 2007	$	20		$	--		$	--	$	20

-10-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

				Performance			Corporate
	Manufacturing			Chemicals			and other		Total
*Facility Exit Costs*
Costs incurred in prior periods	$	--		$	212		$	--	$	212
Costs incurred in current period		1,659			1,455			--		3,114
Costs anticipated to be incurred in the future		--			-			--		--
Total costs expected to be incurred	$	1,659		$	1,667		$	--	$	3,326

Accrual balance at December 31, 2006	$	--		$	212		$	--	$	212
Provisions		1,659			1,455			--		3,114
Amounts paid		(1,659	)		(1,667	)		--		(3,326	)
Accrual balance at September 30, 2007	$	--		$	--		$	--	$	--

During the third quarter of 2007, the Company recorded impairment charges of $925 to reflect estimated fair values of closed facilities in Waterdown, Ontario, Canada, which is included in the manufacturing segment, and Saukville, Wisconsin, which is included in the performance chemicals segment. The estimated fair values were determined based upon offers to purchase these facilities.

Note 10 – Pension and Other Postretirement Benefits

	Three Months Ended						Nine Months Ended
		September 30,					September 30,
	2007			2006			2007			2006
*Pension Benefits*
Service cost	$	256		$	375		$	924		$	1,213
Interest cost		3,384			3,359			10,094			10,031
Expected return on plan assets		(3,820	)		(3,712	)		(11,388	)		(11,151	)
Amortization of net:
Prior service cost		32			16			97			48
Loss		24			23			76			69
Net periodic benefit cost (income)	$	(124	)	$	61		$	(197	)	$	210

		Three Months Ended					Nine Months Ended
		September 30,					September 30,
	2007			2006			2007			2006
*Other Postretirement Benefits*
Service cost	$	280		$	337		$	937		$	1,007
Interest cost		641			669			2,022			2,006
Expected return on plan assets		--			--			--			--
Amortization of net:
Prior service cost (credit)		(1,264	)		(1,086	)		(3,558	)		(3,257	)
Loss		63			26			155			78
Net periodic benefit (income)	$	(280	)	$	(54	)	$	(444	)	$	(166	)

During the first nine months of 2007, the Company adopted plan amendments that froze pension plan benefit accruals for hourly employees covered by certain collective bargaining agreements, and announced the

-11-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

closure of one of its manufacturing facilities. These actions resulted in net pension curtailment gains of $50 and $745 for the three and nine months ended September 30, 2007, respectively.

During the second quarter of 2006, the Company notified certain hourly employees covered by certain collective bargaining agreements that their pension plan benefit accruals would be frozen effective July 1, 2006. These actions resulted in pension curtailment gains of $635 recorded in the second quarter of 2006.

During the second quarter of 2007, the Company implemented plan amendments to one of its postretirement medical plans which cap the Company’s cost for providing these benefits. The effect of these changes was a reduction to the accumulated postretirement benefit obligation of $7,247 which will be amortized as a component of net periodic postretirement benefit cost over the average remaining service period until full eligibility of active plan participants.

During the third quarter of 2007, the Company completed the closure of one of its manufacturing facilities, resulting in a postretirement liability curtailment gain of $2,515.

Note 11 – Discontinued Operations

During April 2006, the Company completed the sale of its cable and wire manufacturing business in Stouffville, Canada. All requirements for classifying this business as “held for sale” were met during the first quarter of 2006. Accordingly, the Company recorded an impairment charge of $2,458 in order to reflect assets to be sold at net realizable value, which has been included in income (loss) from discontinued operations, related to property, plant and equipment and goodwill allocated to the business. This business was formerly reported as part of the manufacturing segment.

On December 22, 2006, the Company announced that it had signed a definitive agreement to sell its Noma wire and cable assembly business to Electrical Components International, Inc. for $75,000, plus a working capital adjustment of $1,033. The transaction was completed on February 16, 2007. Accordingly, in the fourth quarter of 2006, the Company recorded an impairment charge of $11,907 in order to reflect the net assets to be sold at net realizable value, which has been included in income (loss) from discontinued operations, related to property, plant and equipment, goodwill and other intangible assets. This business was formerly reported as part of the manufacturing segment. GenTek’s wire and cable manufacturing business has and will continue to supply the Noma wire and cable assembly business with wire used as a raw material. These sales are expected to continue through 2007, after which time any future sales will be subject to open market bidding. The principal factors used to conclude that the expected continuing cash flows are not direct cash flows were the length of time the transactions are expected to continue and the magnitude of the expected transactions versus the expected amount of revenue for the Noma wire and cable assembly business. Based on these and other factors, the expected continuing cash flows have not been and are not expected to be significant. Revenues between the wire and cable manufacturing business and the Noma wire and cable assembly business that were previously eliminated in consolidation were $0 and $10,326 for the three months ended September 30, 2007 and 2006, respectively, and $3,007 and $29,170 for the nine months ended September 30, 2007 and 2006, respectively.

Because the net proceeds of the Noma wire and cable assembly business sale were required to be used to repay certain outstanding indebtedness, interest expense of $0 and $1,395 for the three months ending September 30, 2007 and 2006, respectively, and $677 and $4,025 for the nine months ended September 30, 2007 and 2006, respectively, has been allocated to discontinued operations. This allocation was performed using the estimated net proceeds of the sale and the interest costs incurred in the periods on the debt that requires the repayment.

-12-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

On April 27, 2007, the Company signed an agreement to sell its wholly owned subsidiary Defiance Testing and Engineering Services, Inc. to Ashok Leyland of Chennai, India for $17,000 in cash, minus a working capital adjustment of $300. During the first quarter of 2007, the Company recorded an impairment charge of $6,150 to reflect the revised estimated fair value of goodwill of the business based upon the purchase offers which has been included in income (loss) from discontinued operations. The transaction was completed on July 17, 2007. The business was formerly reported as part of the manufacturing segment.

The components of assets held for sale were as follows:

	September 30,		December 31,
	2007		2006
Accounts receivable	$	--	$	41,073
Inventories		--		40,686
Other current assets		--		3,166
Property, plant and equipment		5,602		31,086
Other assets		--		20,283
	$	5,602	$	136,294

The components of liabilities of businesses held for sale were as follows:
	September 30,		December 31,
	2007		2006
Accounts payable	$	--	$	20,389
Accrued liabilities		--		10,307
Current portion of long-term debt		--		457
Long-term debt		--		589
Other liabilities		--		1,011
	$	--	$	32,753

At September 30, 2007, amounts remaining in assets held for sale represent land and buildings at idle facilities expected to be sold within the next 12 months.

The businesses included in discontinued operations had revenues of $402 and $76,737 and pretax income (loss) of $1,706 and $(2,655) for the three months ended September 30, 2007 and 2006, respectively, and revenues of $40,014 and $283,065 and a pretax loss of $(6,926) and $(4,521) for the nine months ended September 30, 2007 and 2006, respectively.

Note 12 – Acquisitions

On February 6, 2007, the Company acquired the assets of Chalum, Inc. for approximately $3,200. The acquisition included the manufacturing facility in Sacaton, Arizona. Chalum produces aluminum sulfate for the greater Phoenix, Arizona municipal water treatment market. As a result of the acquisition of Chalum, the Company recognized $2,901 of goodwill, all of which is expected to be deductible for tax purposes. The goodwill is the result of synergies and cost reductions expected to be realized as the facility is assimilated into the Company’s network of water treatment chemical production facilities.

-13-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

On September 21, 2006, the Company acquired the assets of GAC MidAmerica, Inc. The acquisition included manufacturing facilities in Toledo, Ohio, Indianapolis, Indiana, and Saukville, Wisconsin. GAC produces aluminum sulfate and bleach, as well as distributing specialty water treatment chemicals, sulfuric acid and caustic soda. The purchase price of the transaction was $8,266.

On July 31, 2006, the Company acquired the assets of Precision Engine Products Corp., a wholly owned subsidiary of Stanadyne Corporation. Precision Engine Products is dedicated principally to the manufacturing of hydraulic lash adjusters and die cast aluminum rocker arm assemblies utilized in valve train systems for both OEM and after market applications to the global automotive and light truck markets. Precision Engine Products has manufacturing facilities in Tallahassee, Florida and Curitiba, Brazil. The purchase price of the transaction was $26,262 in cash, plus the potential of an earn out for Stanadyne of $10,000 twelve months later, based on certain performance metrics being achieved post closing. As part of the initial purchase price allocation, the Company recorded a liability for the excess of the value of assets purchased over the preliminary purchase price due to the potential for an earn-out payment. During the third quarter of 2007, it was determined that these performance metrics had not been achieved, and that no additional consideration was due. Accordingly, the liability representing the excess of the values assigned to the assets purchased over the preliminary purchase price was reversed, and the values assigned to property, plant and equipment were adjusted from $15,990 to $11,172 and the values assigned to intangible assets were adjusted from $4,100 to $3,822.

On July 27, 2006, the Company acquired the assets of Repauno Products, LLC. The acquisition included the manufacturing facility in Gibbstown, New Jersey. Repauno Products manufactures sodium nitrite which is used in a wide range of industries including metal finishing, heat transfer salts, rubber processing, meat curing, odor control and inks and dyes. The purchase price of the transaction was $6,057.

Operating results for the acquired entities have been reflected in the Company’s consolidated financial statements from date of acquisition. The following unaudited pro forma consolidated financial information has been prepared as if the acquisitions had taken place at the beginning of each fiscal year presented. The following unaudited pro forma information is not necessarily indicative of the results of operations in future periods or results that would have been achieved had the acquisitions taken place at the beginning of the periods presented.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007			2006	2007		2006

Net revenues	$	151,334	$	169,055	$	466,192	$	504,202
Net income		9,183		2,622		11,019		8,878
Net income per share:
Basic	$	0.89	$	0.26	$	1.07	$	0.87
Diluted		0.80		0.23		0.95		0.82

Note 13 – Restatements

-14-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(unaudited)

In September 2006, the Financial Accounting Standards Board issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). Under this standard, a company must recognize a net liability or asset to report the funded status of its defined benefit pension and other postretirement benefit plans on its balance sheet as well as recognize changes in that funded status in the year in which the changes occur, through charges or credits to comprehensive income. Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2006, management identified the following errors in their adoption of the recognition and disclosure provisions of SFAS 158 as of December 31, 2006.

The transition adjustment classified as the adjustment to initially apply SFAS 158 was incorrectly included as part of comprehensive income in the consolidated statement of changes in equity for the year ended December 31, 2006 rather than reflected as an adjustment to the ending balance of accumulated other comprehensive income as of December 31, 2006.

The adjustment to initially apply SFAS 158 incorrectly included a portion of the minimum pension liability adjustment, which is recognized as part of comprehensive income. This immaterial error resulted in an understatement of comprehensive income as the minimum pension liability adjustment was understated by $3,379 and the adjustment to initially apply SFAS 158 was overstated by the same amount in the consolidated statement of changes in equity for the year ended December 31, 2006.

The Company incorrectly included the portion of the transition adjustment related to previously unrecognized accumulated actuarial gains due to the impact of the federal subsidy provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 in calculating the deferred tax impact of the transition adjustment to the accumulated projected benefit obligation for other postretirement benefits. However, no deferred taxes should have been recorded related to this portion of the transition adjustment as the federal subsidy is non-taxable. As a result of this immaterial error, the adjustment to initially apply SFAS 158 to accumulated other comprehensive income was understated by $2,546 and the net deferred tax balance included in other long term liabilities was overstated by the same amount at December 31, 2006. The Company will correct these errors in their next Form 10-K filing.

Management also determined the condensed consolidated statements of cash flows as reported for the nine months ended September 30, 2006, contained a classification error in the treatment of costs of property, plant and equipment included in accounts payable. In accordance with SFAS No. 95, Statement of Cash Flows, these costs should have been reported within cash flows from investing activities when paid. The Company reported capital expenditures in its condensed consolidated statements of cash flows on an accrual basis rather than on a cash basis, and as a result, reported capital expenditures in the period in which the Company acquired legal title to the related property, plant and equipment rather than when the Company actually paid for such property, plant and equipment. Further, the unpaid portion of the transaction should have been disclosed as a non-cash investing activity in the supplemental disclosure of cash flow information. In addition, the condensed consolidated statement of cash flows as reported for the nine months ended September 30, 2006 reported on a net basis issuance of long-term debt, deferred financing costs paid and amounts borrowed on the Company’s revolving credit facility as opposed to being reported separately.

The segment presentation for the three and nine months ended September 30, 2006 included in Note 8 has been restated to remove certain operating segments from the manufacturing segment which are now presented in corporate and other.

None of the aforementioned errors have an impact on the previously reported consolidated statements of operations for the year ended December 31, 2006 or the three and nine months ended September 30, 2006.

As a result of the items discussed above, the accompanying condensed consolidated balance sheet as of December 31, 2006, the condensed consolidated statement of changes in equity for the year ended December 31, 2006 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2006 have been restated as follows:

-15-

GENTEK INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)
(Dollars in thousands, except per share data)
(unaudited)

							Discontinued
							Operations
	As Previously						Adjustments
	Reported			Adjustment			(See Note 11)			As Restated
Condensed consolidated balance sheet-December
31, 2006:
Other liabilities	$	72,910		$	(2,546	)	$	(1,010	)	$	69,354
Total liabilities		634,273			(2,546	)		--			631,727
Accumulated other comprehensive income		6,004			2,546			--			8,550
Total equity		95,933			2,546			--			98,479

Condensed consolidated statement of changes
in equity-year ended December 31, 2006:
Minimum pension liability adjustment		432			3,379			--			3,811
Comprehensive income		7,762			(5,723	)		--			2,039
Adjustment to initially apply FASB
Statement No.158		9,102			(833	)		--			8,269
Accumulated other comprehensive income		6,004			2,546			--			8,550

Condensed consolidated statement of cash
flows -nine months ended September 30, 2006:
Cash flows from operating activities:
Increase in accounts payable		13,446			(230	)		1,000			14,216
Net cash provided by continuing operations		17,215			(230	)		17,570			34,555
Net cash provided by operating activities		25,828			(230	)		(1,974	)		23,624
Cash flows from investing activities:
Capital expenditures		(14,664	)		230			1,772			(12,662	)
Net cash used for continuing operations		(49,775	)		230			1,772			(47,773	)
Net cash provided by investing activities		(21,007	)		230			1,924			(18,853	)
Cash flows from financing activities:
Proceeds from revolving credit facility		--			15,000			--			15,000
Issuance of long-term debt		15,325			(14,604	)		--			721
Repayment of long-term debt		(25,370	)		--			1,630			(23,740	)
Deferred financing costs		--			(396	)		--			(396	)
Supplemental information
Capital expenditures incurred but not yet paid		--			2,907			--			2,907

-16-

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

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference include those discussed in the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Overview

On July 17, 2007, the Company completed the sale of its wholly owned subsidiary Defiance Testing and Engineering Services, Inc. On February 16, 2007, the Company completed the sale of its Noma wire and cable harness assembly business. During April 2006, the Company completed the sale of its cable and wire manufacturing business in Stouffville, Canada. Accordingly, these businesses have been classified as discontinued operations. The net proceeds from these transactions were used to repay outstanding debt.

On February 6, 2007, the Company acquired the assets of Chalum, Inc. The acquisition included the manufacturing facility in Sacaton, Arizona. Chalum produces aluminum sulfate for the greater Phoenix, Arizona municipal water treatment market. The purchase price was $3 million.

Results of Operations

The following table sets forth certain line items from our condensed consolidated statements of operations for the three and nine months ended September 30, 2007 and 2006 and the corresponding percentage of net revenues for the relevant periods presented as a percentage of revenue for the periods indicated.

	Three Months Ended										Nine Months Ended
	September 30,										September 30,
	2007					2006					2007					2006
	(Dollars in millions)										(Dollars in millions)
Net revenues	$	151.3		100	%	$	158.5		100	%	$	465.7		100	%	$	445.5		100	%
Cost of sales		128.8		85			131.2		83			388.1		83			363.5		82
Selling, general and
administrative expense		13.2		9			13.5		9			38.7		8			38.2		9
Net (gain) on disposition of
long-term assets		(10.1	)	(7	)		(0.2	)	--			(10.0	)	(2	)		(0.1	)	--
Restructuring and impairment
charges		1.7		1			0.2		--			4.6		1			1.6		--
Pension and postretirement
liability curtailment (gains)		(2.6	)	(2	)		--		--			(3.3	)	(1	)		(0.6	)	--
Operating profit		20.4		13			13.8		9			47.6		10			42.9		10
Interest expense		5.4		4			6.3		4			17.8		4			22.9		5
Interest income		--		--			0.2		--			0.4		--			0.5		--
Other (income) expense, net		--		--			--		--			(0.2	)	--			0.3		--
Income tax provision		6.4		4			3.4		2			12.8		3			8.7		2
Income from continuing
operations		8.6		6			4.3		3			17.7		4			11.6		3
Income (loss) from
discontinued operations		0.6		--			(1.4	)	(1	)		(6.7	)	(1	)		(1.2	)	--
Net income	$	9.2		6	%	$	2.9		2	%	$	11.0		2	%	$	10.4		2	%

-17-

Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006

Net revenues were $151 million for the three month period ended September 30, 2007 compared with $159 million for the comparable prior year period. The shortfall in revenue was primarily due to lower sales of $7 million in corporate and other and $6 million in the manufacturing segment partly offset by increased sales of $6 million in the performance chemicals segment. The shortfall in corporate and other is the result of lower sales into the industrial wire market. The shortfall in the manufacturing segment is due to lower sales into the automotive market. The increase in the performance chemicals segment is due primarily to increased sales into the water treatment market.

Gross profit was $23 million for the three month period ended September 30, 2007 as compared with $27 million for the comparable prior year period. This reflects higher gross profit in the performance chemicals segment of $1 million, offset by a decrease in the manufacturing segment of $5 million. The increase in the performance chemicals segment gross profit was driven by continued strong performance in the water treatment market. The shortfall in the manufacturing segment was due primarily to reduced sales of higher margin products in the automotive market base business.

Gains on disposition of long term assets of $10 million were the result of the sale of surplus real estate in Denver, CO, El Segundo, CA, and Atlanta, GA.

Selling, general and administrative expense was $13 million for the three month period ended September 30, 2007 which was flat to the comparable prior year period.

Restructuring and impairment charges were $2 million for the three month period ended September 30, 2007. There were no material charges for the comparable period in the prior year. The charges recorded in 2007 are primarily associated with the actions to exit from the Perrysburg, OH facility which is included in the manufacturing segment.

Postretirement liability curtailment gains were $3 million for the three month period ended September 30, 2007. There were no gains recorded in the comparable period in the prior year. The gains recognized in 2007 are primarily associated with the closure of the Perrysburg, OH facility.

Operating profit was $20 million for the three month period ended September 30, 2007 as compared with $14 million for the comparable prior year period. The increased operating profit in 2007 was primarily the result of gains on disposition of long-term assets and favorable postretirement liability curtailment gains in the third quarter of 2007 partly offset by lower gross profit.

Interest expense was $5 million for the three month period ended September 30, 2007 as compared to $6 million in the comparable prior year period due to reduced principal balances and lower average interest rates.

The effective income tax rate for the three month period ended September 30, 2007 was approximately 43 percent, which is representative of the rate expected to be incurred for the remainder of the year.

Income from discontinued operations was $1 million for the three month period ended September 30, 2007, reflecting gains on the sale of the Defiance Testing and Engineering Services business. Loss from discontinued operations in the comparable prior year period reflects the Noma wire and cable assembly business as well as the Defiance Testing and Engineering Services business.

-18-

Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006

Net revenues were $466 million for the nine month period ended September 30, 2007 compared with $446 million for the comparable prior year period. The increase was primarily due to higher sales of $22 million in the performance chemicals segment and higher sales of $8 million in the manufacturing segment partially offset by lower sales of $10 million in corporate and other. The increase in the performance chemicals segment is due primarily to increased sales into the water treatment market driven in part by the acquisitions made in 2006. The increase in the manufacturing segment is largely the result of the acquisition of Precision Engine Products in 2006. The shortfall in corporate and other is the result of lower sales into the industrial wire market.

Gross profit was $78 million for the nine month period ended September 30, 2007 as compared to $82 million in the comparable prior year period. Higher gross profit in the performance chemicals segment of $6 million was offset by a reduced gross profit of $9 million in the manufacturing segment. The increase in the performance chemicals segment gross profit was primarily driven by strong revenue performance in the water treatment market. The reduced performance in the manufacturing division was due to reduced sales of higher margin products in the automotive market base business.

Gains on disposition of long term assets of $10 million were the result of the sale of surplus real estate in Denver, CO, El Segundo, CA, and Atlanta, GA.

Selling, general and administrative expense was $39 million for the nine month period ended September 30, 2007 as compared to $38 million in the comparable prior year period. The increase in SG&A expenses were the result of increased long term incentive plan costs of $1 million as well as increased IT costs associated primarily with a new system installed in the performance chemicals segment of $1 million partly offset by a one-time $1 million insurance settlement realized in the first quarter.

Restructuring and impairment charges were $5 million for the nine month period ended September 30, 2007 compared to $2 million for the comparable period in the prior year. The charges recorded in 2007 are primarily associated with the actions to exit the Perrysburg, OH facility which is included in the manufacturing segment and the Newark, NJ sulfuric acid production facility which is included in the performance chemicals segment.

Curtailment gains were $3 million for the nine month period ended September 30, 2007 as compared to $1 million in the comparable period in the prior year. The gains recognized in 2007 are primarily associated with the closure of the Perrysburg, OH facility.

Operating profit was $48 million for the nine month period ended September 30, 2007 as compared with $43 million for the comparable prior year period. The increased operating profit in 2007 was primarily the result of the gains on the disposition of long term assets partly offset by lower gross profit.

Interest expense was $18 million for the nine month period ended September 30, 2007 as compared to $23 million in the comparable prior year period. Interest expense in the prior year period included charges of $4 million for costs related to an amendment of the first and second lien term loan agreements and the write-off of certain deferred financing costs versus $1 million of charges in the current year period. Interest expense in the current period benefited from reduced principal and lower average interest rates resulting in savings of $2 million vs. prior year.

The effective income tax rate for the nine month period ended September 30, 2007 was approximately 42 percent, which is comparable to the 43 percent in the prior year period.

-19-

The loss from discontinued operations for the nine month period ended September 30, 2007 was $7 million, which includes an impairment charge of $6 million related to goodwill of the Defiance Testing and Engineering Services business as compared to $1 million in the prior year period.

Results of Operations by Segment

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
*Net Revenues*		(In millions)					(In millions)
Manufacturing	$	32.4		$	38.6		$	119.4		$	110.9
Performance chemicals		106.4			100.0			298.5			276.9
Corporate and other		12.6			20.0			47.9			57.7
Total	$	151.3		$	158.5		$	465.7		$	445.5

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007 ⁽¹⁾			2006 ⁽²⁾			2007 ⁽³⁾			2006 ⁽⁴⁾
*Operating Profit*		(In millions)						(In millions)
Manufacturing	$	(0.8	)	$	2.2		$	3.3		$	11.2
Performance chemicals		22.2			12.8			45.4			34.0
Corporate and other		(1.0	)		(1.1	)		(1.1	)		(2.2	)
Total	$	20.4		$	13.8		$	47.6		$	42.9

(1)	Includes restructuring and impairment charges of $1.6 million in the manufacturing segment and $0.1 million in the performance chemicals segment.
(2)	Includes restructuring and impairment charges of $0.2 million in the manufacturing segment and $0.1 million in the performance chemicals segment.
(3)	Includes restructuring and impairment charges of $2.8 million in the manufacturing segment and $1.8 million in the performance chemicals segment.
(4)	Includes restructuring and impairment charges of $1.3 million in the manufacturing segment and $0.3 million in the performance chemicals segment.

Corporate and other

Included in corporate and other are the results of the Company’s industrial wire and fluid transport and handling equipment product lines, along with corporate administrative expenses.

Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006

Manufacturing Segment

Net revenues for the manufacturing segment were $32 million for the three month period ended September 30, 2007 as compared to $39 million for the comparable prior year period. This reduction was the result of lower sales in the automotive market of $7 million. The revenues into the automotive market reflect reduced sales volumes sold to historical OEM automotive and heavy equipment customers. Sales into the heavy equipment and diesel engine markets were down versus prior year primarily due to a new engine emission regulation implemented in early 2007, which resulted in strong prior year sales and a resulting reduction in current year demand. Gross profit was $1 million for the three month period ended September 30, 2007 as compared to $6 million for the comparable prior year period. The decrease in gross profit was primarily due to reduced sales of higher margin products sold to automotive market base OEM and heavy equipment customers. In addition, the automotive market business was adversely impacted by a combined $1 million in manufacturing costs resulting from inefficiencies incurred with the transition of operations from the Perrysburg, OH facility into the lower cost Tallahassee, FL location, as well as higher costs to support a new product launch in the Toledo, OH facility. Selling, general and administrative expense was $3 million for the three month period ended September 30, 2007 which was favorable $1 million from the comparable prior year period. Lower selling, general and administrative costs were related to a reduction in the short-term incentive plan accrual commensurate with operating unit performance against

-20-

targets as well as lower retiree medical expenses. Restructuring and impairment charges were $2 million for the three month period ended September 30, 2007 resulting from the closure of the Perrysburg, OH facility. Postretirement liability curtailment gains were $3 million for the three month period ended September 30, 2007 resulting from the closure of the Perrysburg, OH facility which drove the accelerated recognition of unrecognized gains resulting from amendments to the postretirement medical benefit plans. Operating loss was $1 million for the three month period ended September 30, 2007 compared to an operating profit of $2 million for the comparable prior year period. The operating results were driven by the reduced gross profit in the automotive market partly offset by the postretirement liability curtailment gains.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $106 million for the three month period ended September 30, 2007 as compared to $100 million for the comparable prior year period. This was due to higher sales in the Company’s water treatment market and personal care products market of $8 million and $1 million, respectively, partly offset by lower sales in the chemical processing market of $3 million primarily due to the closure of the Newark sulfuric acid production facility. The increase in sales was the result of higher average pricing and the impact of the acquisitions made in 2006 and early 2007 which are reflected in the water treatment market sales. Gross profit was $20 million for the three month period ended September 30, 2007 as compared to $20 million for the comparable prior year period. The gross profit is driven by continued strong revenue performance primarily in the water treatment market, substantially offset by higher raw material costs and a $3 million increase to the Environmental Liability based on new information and regulatory requirements. Gains on disposition of long-term assets of $10 million were the result of the sale of surplus real estate in Denver, CO, El Segundo, CA, and Atlanta, GA. Selling, general and administrative expense was $8 million for the three month period ended September 30, 2007 compared with $7 million for the comparable prior year period. The increase in selling, general and administrative expenses was driven by increased costs associated with newly implemented IT systems and increased incentive compensation accruals. Operating profit was $22 million for the three month period ended September 30, 2007 which increased $9 million from the comparable prior period. The increase in operating profit was due to the gross margin performance and the gains on disposition of long-term assets, partially offset by the higher selling, general and administrative expense.

Corporate and Other

The reduction in revenues of $7 million from the prior year is the result of reduced revenues in the industrial wire market, primarily driven by the elimination of low margin, commodity wire sales to the recently sold Norma Wire and Cable Harness Assembly business. These reduced sales were partly offset by increased sales of higher margin specialty wire products.

Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006

Manufacturing Segment

Net revenues for the manufacturing segment were $119 million for the nine month period ended September 30, 2007 as compared to $111 million for the comparable prior year period. This increase was driven by higher sales in the automotive market. The revenues into the automotive market reflect reduced sales volumes sold to base OEM automotive and heavy equipment customers which were more than offset by the acquisition of Precision Engine Products in the third quarter of 2006. Gross profit was $15 million for the nine month period ended September 30, 2007 as compared to $24 million for the comparable prior year period. The decrease in gross profit was primarily due to a mix shift as reduced sales of higher margin products in the automotive market base business were offset by lower margin sales associated with the Precision Engine Products business. The automotive market business was adversely impacted by a combined $2 million in manufacturing costs related to inefficiencies incurred with the transition of operations from the Perrysburg, OH facility into the lower cost Tallahassee, FL location, as well as higher costs to support a new product launch in the Toledo, OH facility. In addition, the automotive market business was adversely impacted by $1 million in expenses relating to warranty claim expenses from a customer. Selling, general and administrative expense was $11 million for the

-21-

nine month period ended September 30, 2007 which was flat to the comparable prior year period despite the addition of nearly $1 million in added technical resources required to support new business awards. Restructuring and impairment charges were $3 million for the nine month period ended September 30, 2007 as compared to $1 million in the comparable prior year period. Postretirement liability curtailment gains were $2 million for the nine month period ended September 30, 2007 resulting from the closure of the Perrysburg, OH facility which drove the accelerated recognition of unrecognized gains resulting from amendments to the postretirement medical benefit plans. Operating profit of $3 million for the nine month period ended September 30, 2007 compared to an operating profit of $11 million for the comparable prior year period. The operating results were driven by the reduced gross profit in the automotive market combined with the increased restructuring and impairment charges partly offset by the postretirement liability curtailment gains.

Performance Chemicals Segment

Net revenues for the performance chemicals segment were $298 million for the nine month period ended September 30, 2007 as compared to $277 million for the comparable prior year period. This was due to higher sales in the Company’s water treatment market and personal care products market of $26 million and $4 million, respectively, partly offset by lower sales in the chemical processing market of $10 million primarily due to the closure of the Newark facility. The increase in sales was primarily the result of the higher average pricing and the impact of the acquisitions made in 2006 and early 2007 which are reflected in the water treatment market sales. Gross profit was $59 million for the nine month period ended September 30, 2007 as compared to $53 million for the comparable prior year period. The increase in gross profit is primarily attributable to strong revenue performance particularly in the water treatment market, partially offset by higher raw material costs and a $3 million increase to the environmental liability based on new information and regulatory requirements. Gains on disposition of long term assets of $10 million is driven by the sale of surplus real estate. Selling, general and administrative expense was $22 million for the nine month period ended September 30, 2007 compared with $19 million for the comparable prior year period. The increase in selling, general and administrative expenses was the result of increased allocations of corporate overhead costs as well as increased spending on IT systems and higher accrued incentive compensation costs. Restructuring and impairment charges were $2 million for the nine month period ended September 30, 2007. These charges relate to the actions to exit the Newark, NJ sulfuric acid production facility. There were no material restructuring and impairment charges in the comparable prior year period. Pension liability curtailment gains were $1 million for the nine month period ended September 30, 2007 which were flat with the comparable prior period. Operating profit was $45 million for the nine month period ended September 30, 2007 which was favorable $11 million from the comparable prior period. The increase in operating profit was due to the strong gross margin performance plus the gains on disposition of long-term assets, partially offset by the higher selling, general and administrative expense and restructuring charges in the current period.

Corporate and Other

Net revenues in corporate and other were $48 million for the nine month period ended September 30, 2007 as compared to $58 million for the comparable prior year period. This reduction was the result of lower sales in the industrial wire market, primarily driven by elimination of low margin, commodity wire sales to the recently sold Norma Wire and Cable Harness Assembly business. These reduced sales were partly offset by increased sales of higher margin specialty wire products. The decrease in operating loss is primarily the result of a one-time $1 million insurance settlement realized in the first quarter.

Financial Condition, Liquidity and Capital Resources

Cash and cash equivalents were $13 million at September 30, 2007, compared to $5 million at December 31, 2006. Significant cash flows during the 2007 period included capital expenditures of $21 million, net revolver payments of $10 million, debt payments of $135 million, and acquisitions of $3 million, offset by proceeds from sales of assets of $112 million and borrowings of $50 million.

The Company had working capital of $97 million at September 30, 2007 as compared to working capital of $168 million at December 31, 2006. This decrease in working capital principally reflects a decrease in assets held for sale due to the sale of the Noma wire and cable harness assembly business and the Defiance Testing and Engineering Services, Inc. subsidiary, partially offset by increases in accounts receivable and inventory, and a decrease in accounts payable.

On March 19, 2007, the Company completed an amendment to its credit facilities which enabled it to increase borrowings under the first lien term loan by $50 million and to use these borrowings and the net

-22-

proceeds from the Noma wire and cable harness assembly business sale to redeem the entire second lien term loan.

Cash payments for employee termination costs and facility exit costs totaled $4 million in the nine months ended September 30, 2007.

The Company expects to make approximately $30-35 million of capital expenditures during 2007.

On August 7, 2007, the Company’s board of directors authorized a stock repurchase program pursuant to which the Company will purchase in the aggregate up to $30 million of its common stock in open market and negotiated purchases over a period of three years, dependent upon market conditions. This program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company’s discretion. During the third quarter of 2007, the Company repurchased 75,593 shares for a total of $2 million in accordance with the terms of a Rule 10b5-1 trading program which the Company entered into to effectuate the stock repurchase program.

Management believes that the Company’s cash flow from operations and availability under its revolving credit facility will be sufficient to cover future debt service requirements, capital expenditures, stock repurchases, and working capital requirements during the remainder of 2007.

Off Balance Sheet Arrangements

The Company has approximately $8 million of standby letters of credit outstanding as of September 30, 2007.

Contractual Obligations

On March 19, 2007, the Company repaid the entire second lien term loan balance of $113 million, which was included in the contractual obligations table in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 under long-term debt, with payments due after five years, and borrowed $50 million of additional first lien term loan debt, with payments due of $0.4 million in less than one year, $1 million in one to three years, and $48.6 million in four to five years.

As a result of the implementation of FIN 48 in the first quarter of 2007, the Company recognized a $2.8 million decrease in the liability for unrecognized tax benefits. The total amount of unrecognized tax benefits as of September 30, 2007 was $14.2 million and has been classified as non-current income tax liabilities in the consolidated balance sheet. During the next twelve months, it is reasonably possible that the total amount of unrecognized tax benefits will significantly change by up to approximately $8 million due to the expiration of statute of limitations or the settlement of examinations. The Company is currently unable to reasonably determine when the remaining amounts will be resolved.

Recent Accounting Pronouncements

-23-

(deficit) of $2.8 million. The total amount of unrecognized tax benefits as of January 1, 2007 was $13.5 million, of which $11.5 million would, if recognized, affect the effective tax rate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s cash flows and earnings are subject to fluctuations resulting from changes in interest rates, foreign currency exchange rates and commodity prices and the Company selectively uses financial instruments to manage these risks. The Company’s objective in managing its exposure to changes in interest rates, foreign currency exchange rates and commodity prices is to reduce volatility on earnings and cash flow associated with such changes. The Company has not entered, and does not intend to enter, into financial instruments for speculation or trading purposes.

Interest rate risk

At September 30, 2007, the Company’s debt financing consisted primarily of amounts outstanding under the Company’s credit facility. The borrowings outstanding under the Company’s credit facility are collateralized by substantially all of the personal property and certain real property of the Company and its domestic subsidiaries. Borrowings under the Company’s credit facility are sensitive to changes in interest rates. Given the existing level of borrowings under the credit facility of $247 million as of September 30, 2007, a one percent change in the weighted-average interest rate would have an interest impact of approximately $0.1 million each month.

		Weighted-Average Interest Rate at
Principal Balance	Fair Value	September 30, 2007	Scheduled Maturity
$247 million	$240 million	7.53%	February 28, 2011

In April 2005, the Company entered into two five year interest rate collar agreements in the aggregate notional amount of $185 million, in order to hedge against the effect that interest rate fluctuations may have on the Company’s floating rate debt. The interest rate to be paid will be based on a minimum three-month LIBOR of 4.05 percent on average and a maximum three-month LIBOR of 5.00 percent. These interest rate collar agreements are scheduled to mature in 2010. The fair value of the agreements was $0.1 million at September 30, 2007.

-24-

Foreign currency exchange rate and commodity price risks

The Company measures the market risk related to its holding of financial instruments based on changes in foreign currency rates and commodity prices using a sensitivity analysis. The sensitivity analysis measures the potential loss in fair values, cash flows and earnings based on a hypothetical 10 percent change in foreign currency exchange rates and commodity prices. Such analysis indicates that a hypothetical 10 percent change in foreign currency exchange rates or commodity prices would not have a material impact on the fair values, cash flows or earnings of the Company.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2007. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of as of September 30, 2007, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.

(b) Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

-25-

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In May, 2007, the Company was notified by the Northwest Clean Air Agency in Mount Vernon, WA (the “Agency”), that the Agency had imposed penalties totaling $224,000 in connection with alleged violations of the Company’s Title V Facility Air Operating Permit at its Anacortes, WA facility. The Company and the Agency entered into a settlement whereby the Company agreed to pay $82,500 in exchange for a release of all claims relating to the alleged violations.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed by the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

				(c) Total		(d)
				Number of		Approximate
				Shares		Dollar Value
				Purchased as		Of Shares
	(a) Total			Part of		That May Yet
	Number of	(b) Average		Publicly		Be Purchased
	Shares	Price Paid per		Announced		Under the
	Purchased	Share		Program		Program


July 1-31, 2007	--	$	--	$	--	$	--
August1-31, 2007	--		--		--		30,000,000
September 1-30, 2007	75,593		29.73		2,249,647		27,750,353
Total	75,593	$	29.73	$	2,249,647	$	27,750,353

On August 7, 2007, the Company announced a stock repurchase program pursuant to which the Company may purchase in the aggregate up to $30 million of its common stock. The program expires on August 7, 2010.

Item 3.		Defaults Upon Senior Securities.

		NONE

Item 4.		Submission of Matters to a Vote of Security Holders.

		NONE

Item 5.		Other Information.

		NONE

-26-

Item 6. Exhibits.

	Exhibit No.	Description

	2.1	Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated August 28, 2003, as filed with the United States Bankruptcy Court for the District of Delaware on August 28, 2003 (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K, filed with the Commission on October 21, 2003).

	2.2	First Modification to Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, dated October 3, 2003 as filed with the United States Bankruptcy Court for the District of Delaware on October 3, 2003 (incorporated by reference to Exhibit 2.2 of the Registrant’s Form 8-K, filed with the Commission on October 21, 2003).

	2.3	Order confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of GenTek Inc., et al., and Noma Company, Debtors, as Modified, as entered by the United States Bankruptcy Court for the District of Delaware on October 7, 2003 (incorporated by reference to Exhibit 2.3 of the Registrant’s Form 8-K, filed with the Commission on October 21, 2003).

	3.1	Third Amended and Restated Certificate of Incorporation of GenTek Inc., effective as of May 9, 2006 (incorporated by reference to the Registrant’s Form 10-Q, dated June 30, 2006, as filed with the Securities and Exchange Commission).

	3.2	Second Amended and Restated By Laws of GenTek Inc., effective as of August 7, 2007 (incorporated by reference to the Registrant's Form 8-K, dated August 7, 2007, as filed with the Securities and Exchange Commission).

	4.1	GenTek Inc. Tranche B Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).

	4.2	GenTek Inc. Tranche C Warrant Agreement, dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).

	10.1	Form of Registration Rights Agreement by and among the Company and the holders named therein dated as of November 10, 2003 (incorporated by reference to the Registrant's Form 8-A to amend its Form 10, dated November 10, 2003, as filed with the Securities and Exchange Commission).

	10.2	GenTek Inc. 2003 Management and Directors Incentive Plan (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2003, as filed with the Securities and Exchange Commission).

	10.3	GenTek Key Employee Retention Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K/A dated April 30, 2003, as filed with the Securities and Exchange Commission).

-27-

	10.4	Form of Indemnification Agreement (incorporated by reference to the Registrant's Form 10-K dated December 31, 2003, as filed with the Securities and Exchange Commission).

	10.5	GenTek Performance Plan (incorporated by reference to the Exhibit 10.3 to the Registrant’s Amendment No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and Exchange Commission).

	10.6	Tax Sharing Agreement between GenTek Inc. and the General Chemical Group Inc. (incorporated by reference to the Exhibit 10.6 to the Registrant’s Amendment No. 2 to Form 10, dated April 8, 1999, as filed with the Securities and Exchange Commission).

	10.7	Share Purchase Agreement by and among ADC Telecommunications Inc., Krone International Holding Inc., Krone Digital Communications Inc., GenTek Holding Corporation, and GenTek Inc., dated March 25, 2004 (incorporated by reference to Exhibit 10.14 of the Registrant’s Form 10-Q for the period ended June 30, 2004, as filed with the Securities and Exchange Commission).

	10.8	Form of Director Restricted Stock Agreement (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).

	10.9	Form of Performance Contingent Restricted Stock Agreement (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2007, as filed with the Securities and Exchange Commission).

	10.10	Form of Restricted Stock Agreement (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).

	10.11	Form of Stock Option Agreement (incorporated by reference to the Registrant’s Form 10- Q dated June 30, 2004, as filed with the Securities and Exchange Commission).

	10.12	Form of Performance Cash Award Agreement (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2004, as filed with the Securities and Exchange Commission).

	10.13	Master Settlement Agreement, dated April 30, 2004, among GenTek Holding Corporation, General Chemical LLC, and Honeywell International Inc. (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2004, as filed with the Securities and Exchange Commission).

	10.14	First Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger, General Electric Capital Corporation, as co-administrative agent, and Bank of America, N.A., as co-administrative agent and collateral agent, dated February 28, 2005 (incorporated by reference to the Registrant’s Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).

	10.15	Second Lien Credit and Guaranty Agreement among GenTek, Inc., GenTek Holding LLC, as borrower, the other guarantors party thereto, the lenders party thereto from time to time, Goldman Sachs Credit Partners L.P., as joint lead arranger, sole bookrunner, syndication agent, administrative agent and as collateral agent, Bank of America

-28-

		Securities LLC, as joint lead arranger and Bank of America, N.A., as documentation agent, dated February 28, 2005 (incorporated by reference to the Registrant’s Form 10-K dated December 31, 2004, as filed with the Securities and Exchange Commission).

	10.16	Employment Agreement with William E. Redmond, Jr., dated May 23, 2005 (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange Commission).

	10.17	Employment agreement with Andrew Hines, dated September 21, 2005 (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange Commission).

	10.18	Employment agreement with Maximo Vargas, dated September 22, 2005 (incorporated by reference to the Registrant’s Form 10-Q dated September 30, 2005, as filed with the Securities and Exchange Commission).

	10.19	Asset Purchase Agreement dated April 3, 2006 between Noma Company and Southwire Canada Company (incorporated by reference to the Registrant’s Form 8-K dated April 3, 2006, as filed with the Securities and Exchange Commission).

	10.20	First Amendment to First Lien Credit and Guaranty Agreement and Pledge and Security Agreement dated April 26, 2006 (incorporated by reference to the Registrant’s Form 8-K dated April 26, 2006, as filed with the Securities and Exchange Commission).

	10.21	First Amendment to Second Lien Credit and Guaranty Agreement dated April 26, 2006 (incorporated by reference to the Registrant’s Form 8-K dated April 26, 2006, as filed with the Securities and Exchange Commission).

	10.22	Asset Purchase Agreement dated June 30, 2006 between Defiance, Inc., Precision Engine Products Corp. and Stanadyne Corporation (incorporated by reference to the Registrant’s Form 8-K dated June 30, 2006, as filed with the Securities and Exchange Commission).

	10.23	Second Amendment to First Lien Credit and Guaranty Agreement dated July 14, 2006 (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2006, as filed with the Securities and Exchange Commission).

	10.24	Second Amendment to Second Lien Credit and Guaranty Agreement dated July 14, 2006 (incorporated by reference to the Registrant’s Form 10-Q dated June 30, 2006, as filed with the Securities and Exchange Commission).

	10.25	Letter Agreement with James Imbriaco, dated July 27, 2006 (incorporated by reference to the Registrant’s Form 8-K dated August 4, 2006, as filed with the Securities and Exchange Commission).

	10.26	Asset Purchase Agreement dated December 22, 2006 between Electrical Components International, Inc., Noma Holding Inc. and GenTek Inc. (incorporated by reference to the Registrant’s Form 8-K dated December 22, 2006, as filed with the Securities and Exchange Commission).

	10.27	Third Amendment to First Lien Credit and Guaranty Agreement and waiver dated March 19, 2007 (incorporated by reference to the Registrant’s Form 10-K dated December 31, 2006, as filed with the Securities and Exchange Commission).

-29-

	10.28	GenTek Inc. Directors Deferred Compensation Program.

	31.1	Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

-30-

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 there unto duly authorized.

		GENTEK INC.
		Registrant



Date November 9, 2007	/s/	William E. Redmond, Jr.
		William E. Redmond, Jr.
		President and Chief Executive Officer and Director
		(Principal Executive Officer)



Date November 9, 2007	/s/	Thomas B. Testa
		Thomas B. Testa
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

-31-

EX-10.28 2 c51112_ex10-28.htm c51112_ex10-28.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

GENTEK INC. DIRECTORS’ DEFERRED COMPENSATION PROGRAM

This GenTek Inc. Directors’ Deferred Compensation Program is hereby established on August 27, 2007 and is part of and subject to the terms of the Company’s Amended and Restated 2003 Management and Directors Incentive Plan (the “Plan”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Program. This Program is intended to comply with all applicable laws, including Internal Revenue Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention.

ARTICLE I

DEFINITIONS

1.1.	“Change of Control” means an event that is a Change of Control under the Plan and that qualifies as a “change in control event” under Treasury Regulation Section 1.409A -3(i)(5).

1.2.	“Director” means a member of the Board who is not an employee of the Company or any of its subsidiaries.

1.3.	“Disability” means that the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months. For purposes of this Program, a Director shall be deemed to have a Disability if determined to be totally disabled by the Social Security Administration.

1.4.	“Program” means this GenTek Inc. Directors’ Deferred Compensation Program.

1.5.	“Separation from Service” means a termination of service with the Company as a Director, as determined by the Board in accordance with Treasury Regulation Section 1.409A-1(h).

1.6.	“Stock Account” means the account created by the Company pursuant to Article III of this Program.

1.7.	“Stock Award” means the portion of a Director’s annual retainer payable in Restricted Stock for serving as a member of the Board. The ratio between the cash portion of the annual retainer and the Stock portion of the annual retainer for purposes of the Program shall not be changed unless such change is made in the Year prior to the Year in which the change becomes effective.

1.8.	“Year” means calendar year.

ARTICLE II

ELECTION TO DEFER

2.1.

A Director may elect, on or before December 31 of any Year, to defer payment of all or a specified part of the Stock Award granted during the Year following such election and succeeding Years (until the Director ceases to be a Director or changes his or her election pursuant to section 2.3 herein). Any person who shall become a Director during any Year, and who was not a Director of the Company on the preceding December 31, may elect, no later than thirty days following the date the Director’s term begins to defer payment of all or a specified part of such Stock Award earned during the remainder of such Year and for succeeding Years. For the initial Year of the Program, each Director may make an election to defer the Director’s November 2007 Stock Award; provided, that the election is made prior to November 1, 2007.

2.2.	A Director shall elect to participate in the Program and select the amount of deferral and the manner of payment by submitting a letter in the form attached hereto as Appendix A to the Vice President of Human Resources of the Company.

2.3.	The election shall continue from Year to Year unless the Director terminates it by written request delivered to the Secretary of the Company prior to the commencement of the Year for which the termination is first effective.

ARTICLE III

DEFERRED COMPENSATION ACCOUNTS

3.1.	The Company shall maintain separate unfunded accounts for the Stock Awards deferred by each Director.

3.2.	Each Year the Company shall credit, on the date of grant of the Restricted Stock to which the deferral election made hereunder relates, the Stock Account of each Director with the number of shares of Stock which is equal to the deferred portion of any Stock Award due the Director in such Year. Unless determined otherwise by the Board, Stock Awards credited to a Director’s Stock Account shall vest on the first anniversary of the date the Stock Awards are granted and shall be forfeited in the event the Director incurs a Separation from Service prior to the applicable vesting date. Notwithstanding the foregoing, the Director’s Stock Account shall become fully vested in the event of the Director’s death and Disability (as defined in the Plan or the Program, whichever is more favorable to the Director) and in the event of a Change of Control (as defined in the Plan).

3.3.	The Company shall credit the Stock Account of each Director with the number of shares of Stock equal to any cash dividends (or the fair market value of dividends paid in property other than dividends payable in Stock) payable on the number of shares of Stock represented in each Director’s Stock Account divided by the Fair Market Value on the dividend payment date (rounded down to the nearest whole share). Dividends payable in Stock will be credited to each Directors Stock Account in the form of the right to receive Stock and shall be subject to the same vesting provisions, if any, then applicable to the portion of the Stock Account which such dividends relate. If adjustments are made to the outstanding shares of Stock as a result of split- ups, recapitalizations, mergers, consolidations and the like, an appropriate adjustment also will be made in the number of shares of Stock credited to the Director’s Stock Account.

3.4.	The right to receive Stock at a later date shall not entitle any person to rights of a stockholder with respect to such Stock unless and until shares of Stock have been issued to such person pursuant to Article IV or Article VI hereof.

3.5.	Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under the Program, such right shall be no greater than the right of any unsecured general creditor of the Company.

ARTICLE IV

PAYMENT OF DEFERRED COMPENSATION

4.1.	Subject to Paragraph’s 4.2 and 6.3, distributions from the Director’s Stock Account shall be paid in a lump sum in Stock and the payment shall occur no later than thirty days following the first day of the month next following the event that causes the distribution pursuant to the Director’s election (made pursuant to Paragraph 2.2 of Article II hereof).

4.2.	Each Director shall have the right to designate one or more beneficiaries to succeed to his or her right to receive payments hereunder in the event of his or her death. Each designated beneficiary shall receive payments in the same manner as the Director if he or she had lived. In case of a failure of designation or the death of all designated beneficiaries without any designated successors, the balance of the amounts contained in the Director’s Stock Account shall be payable in a lump sum to the former Director’s estate in full no later than the end of the Year in which he or she dies, unless the Director’s death occurs in December, in which case the Stock Account will be paid no later than the end of the Year following the Year in which he or she dies. No beneficiary designation shall be valid unless it is in writing, signed by the Director and filed with the Vice President of Human Resources of the Company.

ARTICLE V

ADMINISTRATION

5.1.	The Company shall administer the Program at its expense. All decisions made by the Company with respect to issues hereunder shall be final and binding on all parties. The Program is intended to comply with Section 409A of the Internal Revenue Code and shall be administered and interpreted in accordance with such Section 409A and related Treasury guidance and Regulations.

5.2.	Except to the extent required by law, the right of any Director or any beneficiary to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Director or beneficiary; and any such benefit or payment shall not be subject to alienation, sale, transfer, assignment or encumbrance.

ARTICLE VI

AMENDMENT OF PROGRAM; GOVERNING LAW; CHANGE OF CONTROL

6.1.	The Program may be amended, suspended or terminated in whole or in part from time to time by the Board except that no amendment, suspension, or termination shall apply to the payment of any amounts previously credited to a Director’s Stock Account.

6.2.	The Program shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflict of law.

6.3.	In the event of a Change of Control, all amounts contained in each Director’s Stock Account shall be fully vested and distributed in a lump sum on the date of such Change of Control.

***

APPENDIX A

[Date]

Mr. Robert D. Novo
Vice President of Human Resources and
Environmental Health And Safety
GenTek Inc.
90 East Halsey Road
Parsippany, New Jersey 07054

Dear Mr. Novo:

Pursuant to the GenTek Inc. Directors’ Deferred Compensation Program (the “Program”), I hereby elect to defer receipt of all or a portion of my Stock Awards (as defined in the Program) granted on or after November 1, 2007 and for succeeding Years in accordance with the percentages indicated below.

I elect to have my Stock Awards credited as follows (fill in appropriate percentages for the two options):

_______ %¹ of the Stock Awards shall be credited to my Stock Account as provided for in the Program;

_______ % of the Stock Awards shall not be deferred, but shall be granted to me directly as Restricted Stock.

Vesting: As provided in the Program and unless determined otherwise by the Board, I understand that the Stock Awards credited to my Stock Account shall vest on the one year anniversary of the date of grant and shall be forfeited in the event I incur a Separation from Service prior to the applicable vesting date. Notwithstanding the foregoing, I understand that the Stock Awards shall become fully vested [in the event of my death, Disability or] in the event of a Change of Control.

I hereby elect to begin receiving my vested Deferred Stock in accordance with the Program following the earlier of (check one or more):

_______ The date I incur a Separation from Service (as defined in the Program).

_______ The date I experience a Disability (as defined in the Program).

_______ ___________ , ____ (insert month, day and year)

_______ The ___ anniversary of the date of deferral

I further understand that the Deferred Stock shall be paid in accordance with the Program and possibly earlier than my election above in connection with my death or a Change of Control (as defined in the Program).

¹	Beginning in November 2007, the Stock Awards are scheduled to be payable in each November as $40,000 in restricted stock and such Stock Awards shall be subject to a one year vesting period.

In the event of my death prior to receipt of all or any amount of the balance of my Stock Account so accumulated, I designate the following one or more individuals as my beneficiary or beneficiaries to receive the funds so accumulated, but unpaid.

Very truly yours,

[Name]

[Witness]

EX-31.1 3 c51112_ex31-1.htm c51112_ex31-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 31.1

CERTIFICATION

I, William E. Redmond, Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of GenTek Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date November 9, 2007	/s/	William E. Redmond, Jr.
		William E. Redmond, Jr.
		President and Chief Executive Officer

EX-31.2 4 c51112_ex31-2.htm c51112_ex31-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 31.2

CERTIFICATION

I, Thomas B. Testa, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of GenTek Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date November 9, 2007	/s/	Thomas B. Testa
		Thomas B. Testa
		Vice President and Chief Financial Officer

EX-32 5 c51112_ex32.htm c51112_ex32.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 32

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of GenTek Inc. (the “Company”) for the three months ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), William E. Redmond, Jr., as Chief Executive Officer of the Company, and Thomas B. Testa, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	William E. Redmond, Jr.
	William E. Redmond, Jr.
	Chief Executive Officer
	November 9, 2007


/s/	Thomas B. Testa Thomas B. Testa Chief Financial Officer November 9, 2007

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to GenTek Inc. and will be retained by GenTek Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----