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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission File Number: 333-10611
UNIFRAX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1535916
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
2351 Whirlpool Street, Niagara Falls, NY 14305-2413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 278-3800
--------------------------------------------------
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
--- ---
UNIFRAX CORPORATION
FORM 10-Q
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
December 31, 2001 and June 30, 2002................................................................1
Condensed Consolidated Statements of Income for the
Three-month and six-month periods ended June 30, 2001 and 2002.....................................2
Condensed Consolidated Statements of Cash Flows for the
Six months ended June 30, 2001 and 2002............................................................3
Notes to Condensed Consolidated Financial Statements....................................................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........................................................10
Item 3. Qualitative and Quantitative Disclosure About Market Risk..............................................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................................................14
Item 2. Changes in Securities and Use of Proceeds..............................................................14
Item 3. Defaults on Senior Securities..........................................................................14
Item 4. Submission of Matters to a Vote of Security Holders....................................................14
Item 5. Other Information......................................................................................14
Item 6. Exhibits and Reports on Form 8-K.......................................................................14
Signatures......................................................................................................17
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFRAX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
DECEMBER 31 JUNE 30
2001 2002
------------- ----------
ASSETS
Current assets:
Cash $ 3,219 $ 4,080
Marketable securities and investments 253 334
Accounts receivable, trade, less allowance of $2,061 and $1,789, respectively 28,533 34,056
Inventories 16,305 16,143
Deferred income taxes 1,602 1,666
Prepaid expenses and other current assets 3,019 1,333
----------- -----------
Total current assets 52,931 57,612
Property, plant and equipment, at cost 123,708 125,866
Less accumulated depreciation and amortization (54,599) (59,036)
------------ ------------
69,109 66,830
Deferred income taxes 21,323 20,012
Financing costs, net of accumulated amortization of $3,606 and $4,144, respectively 1,933 1,395
Marketable securities and investments 1,211 1,330
Other assets 328 222
----------- -----------
$ 146,835 $ 147,401
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 9,169 $ 5,992
Accounts payable 9,793 9,269
Accounts payable, related parties 2,054 -
Accrued expenses 14,855 16,338
----------- -----------
Total current liabilities 35,871 31,599
Long-term debt 106,095 104,615
Accrued postretirement benefit cost 3,578 3,623
Other long-term obligations 909 903
Deferred income taxes 1,670 1,774
Minority interest 910 948
Redeemable cumulative Series A preferred stock--$0.01 par value; non-voting;
30,000 shares authorized; 20,500 shares issued and
outstanding, at liquidation preference value 16,381 17,076
Redeemable convertible cumulative Series B preferred stock--$0.01
par value; voting; 10,000 shares authorized; 1,667 shares issued
and outstanding, at liquidation preference value 3,136 3,211
STOCKHOLDERS' DEFICIT
Common stock--$0.01 par value; 40,000 shares authorized;
20,025 shares issued and outstanding - -
Additional paid-in capital 37,670 36,946
Accumulated deficit (57,328) (52,943)
Accumulated other comprehensive income (loss) (2,057) (351)
------------ ------------
(21,715) (16,348)
------------ ------------
$ 146,835 $ 147,401
============ ============
See accompanying notes to condensed consolidated financial statements
1
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS)
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
-------------------------- ------------------------
2001 2002 2001 2002
---- ---- ---- ----
Net sales $ 42,397 $ 40,111 $ 86,017 $ 78,170
Cost of goods sold 22,316 20,917 45,115 41,667
------- ------- -------- -------
Gross margin 20,081 19,194 40,902 36,503
Selling, general and
administration expenses 12,130 11,936 24,959 23,535
------- ------- -------- -------
Operating income 7,951 7,258 15,943 12,968
Other income/(expense), net (26) 618 (147) 394
------- ------- -------- -------
Income before interest, income
taxes, and minority interest 7,925 7,876 15,796 13,362
Interest expense (3,077) (3,106) (6,626) (6,323)
------- ------- -------- -------
Income before income taxes and
minority interest 4,848 4,770 9,170 7,039
Provision for income taxes 1,510 1,824 3,011 2,535
------- ------- -------- -------
Income before minority interest 3,338 2,946 6,159 4,504
Minority interest 51 59 108 120
------- ------- -------- -------
Net income $ 3,287 $ 2,887 $ 6,051 $ 4,384
======== ======= ======= =======
See accompanying notes to condensed consolidated financial statements.
2
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
SIX MONTHS ENDED JUNE 30
------------------------
2001 2002
---- ----
OPERATING ACTIVITIES
Net income $ 6,051 $ 4,384
Depreciation and amortization 5,363 5,145
Other adjustments and changes in operating assets and liabilities 4,374 (1,469)
------------ -------------
Cash provided by operating activities 15,788 8,060
INVESTING ACTIVITIES
Capital expenditures (2,470) (1,732)
Proceeds from sales of marketable securities 381 698
Purchases of marketable securities (618) (898)
Other (519) (21)
------------ ------------
Cash used in investing activities (3,226) (1,953)
FINANCING ACTIVITIES
Dividends paid (468) (1,365)
Repurchase of Senior Notes - (1,500)
Borrowings under revolving loan 12,350 21,481
Repayments of revolving loan (15,364) (21,578)
Proceeds from term loan borrowing 1,500 -
Repayment of term loan (6,350) (2,251)
Repayment of promissory note to Saint-Gobain (1,500) -
------------ ---------------
Cash used in financing activities (9,832) (5,213)
Net effect of exchange rate changes on cash (215) (33)
------------ --------------
Net change in cash 2,515 861
Cash--beginning of period 2,649 3,219
---------- -----------
Cash--end of period $ 5,164 $ 4,080
========= ==========
See accompanying notes to condensed consolidated financial statements.
3
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Unifrax Corporation ("The Company" or "Unifrax") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. Results for the period ended June 30, 2002, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002. For further information, refer to the consolidated financial statements
and the notes thereto for the year ended December 31, 2001, included in the
Company's annual report on Form 10-K filed with the Securities and Exchange
Commission. All capitalized terms used in these notes to condensed consolidated
financial statements that are not defined herein have the meanings given to them
in such consolidated financial statements and notes to consolidated financial
statements.
NOTE B - ACQUISITION OF SHARES IN SUBSIDIARY
During February 2002, pursuant to a tender offering, the Company
acquired an additional 25,050 shares of the Company's Indian subsidiary, Orient
Cerlane Ltd ("OCL") at a cost of approximately $100,000. In April 2002, the
Company acquired an additional 10,325 shares at a cost of approximately $30,000.
Subsequent to this acquisition the Company owns 66.14% of OCL.
NOTE C - INVENTORIES
The components of inventory consist of the following (in thousands):
December 31 June 30
2001 2002
---------------- -----------
Raw materials and supplies $ 6,740 $ 6,026
Work in process 1,604 1,717
Finished products 7,128 7,476
----------- -----------
15,472 15,219
Adjustment to LIFO Cost 833 924
----------- -----------
$ 16,305 $ 16,143
=========== ===========
NOTE D - CONTINGENCIES
CERAMIC FIBERS
Regulatory agencies and others, including the Company, are currently
conducting scientific research and employee monitoring to determine the
potential health impact resulting from the inhalation of airborne ceramic
fibers. To date, studies of workers with occupational exposure to airborne
ceramic fiber have found no clinically significant relationship between prior or
current exposure to ceramic fiber and disease in humans; however, independent
animal studies have indicated that ceramic fiber inhaled by test animals at
elevated doses can produce respiratory disease, including cancer. The results of
this research
4
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
have been inconclusive as to whether or not ceramic fiber exposure presents an
unreasonable risk to humans.
From time to time Unifrax and other manufacturers of ceramic fibers
have been named as defendants in lawsuits alleging death or personal injury or
in worker's compensation claims as a result of exposure in the manufacture and
handling of ceramic fiber and other products. The amount of any liability that
might ultimately exist with respect to these claims or any other unasserted
claims is presently not determinable. The Company believes the lawsuits brought
against it have been without merit and the litigation currently pending, or to
its knowledge threatened, will not have a material adverse effect on the
financial condition or results of operations of the Company. The Company's
belief is based on the fact that, although animal studies have indicated that
ceramic fiber inhaled by test animals at elevated doses can cause disease, there
is no evidence that exposure to refractory ceramic fiber has resulted in disease
in humans.
Consistent with customary practice among manufacturers of ceramic fiber
products, the Company has entered into agreements with distributors of its
product in the United States whereby it agreed to indemnify the U.S.
distributors against losses resulting from ceramic fiber claims and the costs to
defend against such claims. To the best of the Company's knowledge, there have
been no historical, nor are there any current, ceramic fiber exposure claims
made against these indemnification agreements. Consequently, the amount of any
liability that might ultimately exist with respect to these indemnities is
presently not determinable.
Pursuant to the Recapitalization Agreement, BP America Inc. and certain
of its affiliates (collectively "BP America"), have agreed to indemnify the
Company against liabilities for personal injury and wrongful death attributable
to exposure which occurred prior to October 30, 1996 (the "BP Closing") to
refractory ceramic fibers manufactured by the Company. BP America has agreed to
indemnify the Company against all liabilities arising from exposure claims
pending at the time of the BP Closing. For all other claims arising from alleged
exposure occurring solely prior to the BP Closing, BP America has agreed to
indemnify the Company against 80% of all losses, until the total loss which the
Company incurs reaches $3.0 million, after which time BP America has agreed to
indemnify the Company against 100% of such losses. BP America has agreed to
indemnify the Company against all punitive damages attributable to the conduct
of the Company prior to the BP Closing. Where losses arise from alleged exposure
both before and after the BP closing, the losses will be allocated between BP
America and the Company, pro rata, based on the length of exposure or pursuant
to arbitration if initiated by the Company. To date the Company has incurred no
claims losses applicable to the $3.0 million total mentioned above.
The Company cannot avail itself of this indemnity for losses
attributable to the Company's failure to maintain a Product Stewardship Program
consistent with the program maintained by the Company prior to the BP Closing,
as modified in a commercially reasonable manner in accordance with changing
regulatory, scientific and technical factors. BP shall not indemnify the Company
with respect to any liabilities for wrongful death or personal injury to the
extent caused by the failure of the Company to maintain a Product Stewardship
Program consistent with that maintained by the Company prior to the BP Closing.
In the Company's opinion, the Product Stewardship Program has been maintained in
a manner consistent with these requirements. Unifrax intends to defend ceramic
fiber claims vigorously.
Pursuant to a Warranty Agreement executed in conjunction with the
Acquisition, SEPR agreed to indemnify the Company, subject to certain maximums
as established in the Warranty Agreement, against losses resulting from alleged
or actual exposure to ceramic fibers which occurred prior to October 4, 2000
(the "SEPR Closing"). Where losses arise from alleged exposure both before and
after the SEPR Closing,
5
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
the losses will be determined pro rata, temporis.
ENVIRONMENTAL MATTERS
The Company is subject to loss contingencies pursuant to various
federal, state and local environmental laws and regulations and is currently
involved in several actions regarding the clean-up of disposal sites alleged to
contain hazardous and/or toxic wastes generated over a number of years. These
include possible obligations to remove or mitigate the effects on the
environment of the placement, storage, disposal or release of certain chemical
or petroleum substances by the Company or by other parties. In addition, The
Carborundum Company has entered into a Consent Decree with the New York State
Department of Environmental Conservation to remediate contamination at the
facility located in Sanborn, New York. While the Company's ultimate clean-up
liability at the various sites is not presently determinable, the Company does
not expect to incur any material liability with respect to any of these sites,
individually or in the aggregate, as a result of its activities at these sites.
Furthermore, BP America has agreed to indemnify the Company for certain
environmental liabilities, which might ultimately exist, under the
Recapitalization Agreement. In addition, BP America has assumed liability for
other potential off-site clean-up obligations associated with Carborundum. The
locations at which the Company has maintained potential off-site liability in
the U.S. and the Carborundum Sanborn, New York facility are described below.
Kline Trail Site. In 1984, the Company voluntarily advised the State of
Indiana of potential unauthorized disposal of waste at an Indiana site by a
transporter. No response from the state has been received, and no further
information about the potential for remediation costs at the site has been
received by the Company. It is expected that little or no liability will be
associated with this site.
Shulman Site. The Company has potential liability with respect to the
Shulman site in St. Joseph County, Indiana. The site is a landfill which the
Company believes to have been contaminated by chemicals migrating from an
adjacent facility. Plant trash from the New Carlisle facility was hauled to the
site. An agreement has been reached pursuant to which the Company, as part of a
response group, agreed to assume approximately 5% of certain response costs,
which to date includes $1.7 million for installation of a water line. The
Company's share of that cost is less than $100,000. The owner of the adjacent
facility has assumed the bulk of site remediation costs to date. It is
anticipated that site remediation will ultimately involve installing a clay cap
over the site, the cost of which is not yet known.
Sanborn Site. Under the terms of an agreement with BP America, Unifrax
leases a portion of the present manufacturing facilities on this site. The
Carborundum Company's Sanborn, New York site was used by a number of former
Carborundum operations. Testing in the area has found that contamination by
volatile organic compounds is present in the soil and groundwater. Neither past
nor current operations of Unifrax are believed to have contributed to, or to be
contributing to, the existence of this contamination. While The Carborundum
Company entered into a Consent Decree with the State of New York under which it
was to conduct remedial activities at the site, BP America has taken title to
and assumed liability for the remediation of this property as of October 30,
1996. Efforts to remediate the site, chiefly by means of groundwater pumping and
water treatment, are expected to continue for some time.
Under the terms of the Recapitalization Agreement, BP America assumed
liability, and the rights to recovery from third parties, for environmental
remediation and other similar required actions with respect to certain
environmental obligations of Unifrax including the above, which existed as of
the BP Closing.
6
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Pursuant to the Warranty Agreement executed in conjunction with the
sale of its ceramic fiber business to Unifrax, SEPR also agreed to indemnify the
Company against certain environmental liabilities related to activities
conducted at the various acquired sites prior to the SEPR Closing, subject to
certain maximums as established in the Warranty Agreement.
The Company may, in the future, be involved in further environmental
assessments or clean-ups. While the ultimate requirement for any such
remediation, and its cost, is presently not known, and while the amount of any
future costs could be material to the results of operations in the period in
which they are recognized, the Company does not expect these costs, based upon
currently known information and existing requirements, will have a material
adverse effect on its financial position.
LEGAL PROCEEDINGS
In addition to the ceramic fiber and environmental matters discussed
above, BP/Carborundum and Unifrax are involved in litigation relating to various
claims arising out of their operations in the normal course of business,
including product liability claims. While the outcomes of this litigation could
be material to the results of operations in the period recognized, based on the
current claims asserted the management of the Company believes that the ultimate
liability, if any, resulting from such matters will not have a material adverse
effect on the Company's financial position.
The Carborundum Company has been named in numerous legal claims
alleging pre-BP Closing asbestos exposure. None of the current or past
Unifrax-related products are asbestos-containing materials, as defined by OSHA
(29CFR1900.1001(b)). For these claims related to pre-BP Closing Carborundum
Company matters, BP America has responsibility under the Recapitalization
Agreement and is managing the claims directly.
Also, SEPR has indemnified Unifrax for any future asbestos claims which
may arise related to alleged pre-SEPR Closing asbestos exposures associated with
products or sites sold by SEPR to Unifrax.
NOTE E - COMPREHENSIVE INCOME
Comprehensive income for the three-month and six-month periods ended
June 30, 2001 and 2002 consisted of the following (in thousands):
Three months ended June 30 Six months ended June 30
2001 2002 2001 2002
---- ---- ---- ----
Net income $ 3,287 $ $2,887 $ 6,051 $ 4,384
Change in foreign currency
translation adjustment (1,017) 2,345 $ (2,922) 1,706
Unrealized gain on
marketable equity
securities 20 7 63 0
------------- ---------------- ------------- -------------
Comprehensive income $ 2,290 $ 5,239 $ 3,192 $ 6,090
============= ================ ============= =============
7
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE F - DERIVATIVE FINANCIAL INSTRUMENTS
Financial Accounting Standards Board Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities (Statement 133), requires
companies to recognize all of their derivative instruments as either assets or
liabilities in the statement of financial position at fair value. The accounting
for changes in the fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a hedging
relationship and further, on the type of hedging relationship. For those
derivative instruments that are designated and qualify as hedging instruments, a
company must designate the hedging instrument, based upon the exposure being
hedged, as either a fair value hedge, cash flow hedge or a hedge of a net
investment in a foreign operation.
For derivative instruments that are designated and qualify as a fair
value hedge (i.e., hedging the exposure to changes in the fair value of an asset
or a liability or an identified portion thereof that is attributable to a
particular risk), the gain or loss on the derivative instrument as well as the
offsetting loss or gain on the hedged item attributable to the hedged risk are
recognized in current earnings during the period of the change in fair values.
In order to manage interest rate risk exposure, on January 30, 2002,
the Company entered into an interest rate swap agreement with Bank of America
N.A. which will mature November 1, 2003, to effectively convert fixed-rate debt
with a notional principal amount of $25,000,000 to variable-rate debt. Under the
terms of the agreement, Unifrax will receive 10.50% and will pay 3 month LIBOR
plus 7.30%, compounded quarterly and paid semi-annually on the interest payment
dates associated with the Senior Notes. The calculated variable rate at June 30,
2002 was 9.2125%.
In accordance with Statement 133, the Company recognized the fair value
of the interest rate swap agreement as a current asset, and increased the
balance of its long term debt to fair value by the amount of $59,000, at June
30, 2002.
NOTE G - EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives.
The Company has applied the new rules on accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. Application of
the non-amortization provisions of the statement does not impact the net income
of the Company.
In August 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 144, Accounting for the
Impairment of Disposal of Long-Lived Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, the criteria for
classifying an asset as held-for-sale are significantly changed from prior
treatment. Assets which are to be disposed of are stated at the lower of their
fair values or carrying amounts and depreciation is no longer recognized.
8
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
The Company has applied this new rule beginning in the first quarter of
2002. The Company has determined that implementation of this new rule does not
impact the financial position of the Company as of June 30, 2002.
NOTE H - STOCKHOLDERS EQUITY
COMMON STOCK
During the second quarter of 2002, options to purchase 32 shares of the
Company's Common Stock at $1,500 per share were exercised. Subsequently,
approximately 7 of these shares were redeemed by the Company. This resulted in
an increase of additional paid-in capital of approximately $46,000, including
related income tax benefits of approximately $22,000.
SERIES A PREFERRED STOCK
On December 18, 2001, the Company declared a dividend on its Redeemable
cumulative Series A preferred stock of $66.572 per share on 20,500 shares, for a
total of $1,364,733 which was subsequently paid on January 31, 2002. Unifrax
Holding Co. then used the proceeds of their dividend from Unifrax Corporation to
pay the interest due to SEPR on the outstanding subordinated notes.
NOTE I - LONG TERM DEBT AND SELLER NOTE
Long term debt consists of the following (in thousands):
December 31 June 30
2001 2002
--------------- -------------
Credit Agreement:
Term loans
France $ 780 $ -
Brazil 6,082 3,658
India 127 84
--------------- -------------
Total 6,989 3,742
Revolving loans
United States 32 25
United Kingdom 2,243 2,281
--------------- -------------
Total 2,275 2,306
Interest Rate Swap Agreement - 59
10 1/2% Senior Notes due 2003 94,000 92,500
Subordinated promissory notes 12,000 12,000
--------------- -------------
Total debt 115,264 110,607
Less current portion 9,169 5,992
--------------- -------------
Long term debt $ 106,095 $ 104,615
=============== =============
9
UNIFRAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
Statements included in this Management Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this document
that do not relate to present or historical conditions are "forward looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended, and of Section 21F of the Securities Exchange Act of 1934,
as amended. Forward looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain the words "believe," "anticipate,"
"expect," "estimate," "project," "will continue," "will result," or words or
phrases of similar meaning. Additional oral or written forward looking
statements may be made by the Company from time to time, and such statements may
be included in documents filed with the Securities and Exchange Commission. Such
forward looking statements involve risks and uncertainties which could cause
results or outcomes to differ materially from those expressed in such forward
looking statements. Among the important factors on which such statements are
based are assumptions concerning the continuing strength of the ceramic fiber
market on which the Company is substantially dependent, changing prices for
ceramic fiber products, acceptance of new products, the status of health and
safety issues affecting the ceramic fiber industry in general and the Company in
particular, the Company's continuing ability to operate under the restrictions
imposed by the substantial indebtedness to which it is subject, the risks
associated with international operations, foreign laws, and with transactions in
foreign currencies, risks associated with the impact of environmental
regulations on the Company's operations and property and related governmental
regulations, and the continuing availability of certain raw materials, including
vermiculite which is purchased from an overseas source.
THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2001
Net Sales in the second quarter of 2002 decreased by $2.3 million or
5.4% from $42.4 million in 2001 to $40.1 million in 2002. Sales in the quarter
reflect the weaker demand year-over-year in certain markets within North America
and Europe, particularly in furnace-related markets, including primary metals,
petrochemical, power, glass and ceramics, offset somewhat by higher sales of
Automotive Catalytic Converter Mat.
Gross Profit decreased by $0.9 million or 4.4% from $20.1 million in
2001 to $19.2 million in 2002. Gross Profit as a percentage of net sales
increased from 47.4% in 2001 to 47.9% in 2002. The decrease in gross profit was
due to the lower sales volume. The increased overall gross profit percentage of
net sales reflects the effect of the improvement in margins and lower
manufacturing costs in North and South America.
Selling, general and administrative expenses decreased by $0.2 million
or 1.6% from $12.1 million in 2001 to $11.9 million in 2002. SG&A expenses were
lower in 2002 compared to 2001 due principally to reduced volume-related
expenses in 2002 combined with the fact that during 2001, the Company incurred
certain one-time costs associated with the consolidation and integration of the
businesses acquired during the fourth quarter of 2000 which did not recur during
2002. Selling, general, and administrative expenses as a percentage of net sales
increased from 28.6% in 2001 to 29.8% in 2002.
Operating income decreased by $0.7 or 8.7% from $8.0 million in 2001 to
$7.3 million 2002, as a result of the factors previously indicated. Operating
income as a percentage of net sales decreased from 18.8% in 2001 to 18.1% in
2002.
10
UNIFRAX CORPORATION
Other income and expense increased from $0.0 million in 2001 to $0.6
million income in 2002 due primarily to exchange gains resulting from the
weakness of the US Dollar against the Euro.
Interest expense remained at $3.1 million in 2001 and in 2002. During
June 2001, the Company received a one-time payment of interest income from
Saint-Gobain of $0.5 million. Interest expense increased as a percentage of net
sales from 7.3% in 2001 to 7.7% in 2002.
Provision for income taxes increased by $0.3 million or 20.8% from $1.5
million in 2001 to $1.8 million in 2002. The effective income tax rate increased
from 31.1% in 2001 to 38.2% in 2002 primarily as a result of the reversal, in
2001, of a portion of the deferred tax asset valuation allowance that was
established in connection with the Recapitalization, which decreased the
effective income tax rate of the Company's North American operations in 2001
from 38% to 35%. In addition, the complete utilization of the net operating loss
carryovers in one of the Company's foreign subsidiaries in 2002, resulted in an
increased effective tax rate for that country.
Net income decreased by $0.4 million or 12.2% from $3.3 million in 2001
to $2.9 million in 2002, as a result of the factors previously indicated. Net
income as a percentage of net sales reduced from 7.8% in 2001 to 7.2% in 2002.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001
Net Sales in the first six months of 2002 decreased by $7.8 million or
9.1% from $86.0 million in 2001 to $78.2 million in 2002. Sales reflect the
weaker demand year-over-year in North America and Europe, particularly in
furnace-related markets, including primary metals, petrochemical, power, glass
and ceramics, offset somewhat by higher sales of Automotive Catalytic Converter
Mat.
Gross profit decreased by $4.4 million or 10.8% from $40.9 million in
2001 to $36.5 million in 2002. Gross profit as a percentage of net sales
decreased from 47.6% in 2001 to 46.7% in 2002. The decrease in gross profit
dollars was due to the lower sales volume. The lower overall gross profit
percentage is primarily the result of continued adverse competitive pressure on
prices due to lower global demand, particularly in the furnace-related markets,
offset somewhat by improved plant utilization in North and South America during
the second quarter of 2002.
Selling, general, and administrative expenses decreased by $1.4 million
or 5.7% from $24.9 million in 2001 to $23.5 million in 2002. SG&A expenses were
lower in 2002 compared to 2001 due principally to reduced volume-related
expenses in 2002 combined with the fact that during 2001, the Company incurred
certain one-time costs associated with the consolidation and integration of the
businesses acquired during the fourth quarter of 2000 which did not recur during
2002. Selling, general, and administrative expenses as a percentage of net sales
increased from 29.0% in 2001 to 30.1% in 2002.
Operating income decreased by $3.0 million or 18.7% from $16.0 million
in 2001 to $13.0 million in 2002, as a result of the factors previously
indicated. Operating income as a percentage of net sales decreased from 18.5% in
2001 to 16.6% in 2002.
Interest expense decreased by $0.3 million or 4.6% from $6.6 million in
2001 to $6.3 million in 2002 due to lower levels of bank borrowings and lower
interest rates on certain variable rate borrowings. In addition, the Company
received a one-time payment of $0.5 from Saint-Gobain in June 2001. Interest
expense increased as a percentage of net sales from 7.7% in 2001 to 8.1% in
2002.
11
UNIFRAX CORPORATION
Other income and expense changed by $0.5 million from an expense of
$0.1 million in 2001 to an income of $0.4 million is 2002 due primarily to
exchange gains resulting from the weakness of the US Dollar against the Euro.
Provision for income taxes decreased by $0.5 million or 15.8% from $3.0
million in 2001 to $2.5 million in 2002. The effective income tax rate increased
from 32.8% in 2001 to 36.0% in 2002, primarily as a result of the reversal, in
2001, of a portion of the deferred tax asset valuation allowance that was
established in connection with the Recapitalization, which decreased the
effective income tax rate of the Company's North American operations in 2001
from 38% to 35%. In addition, the complete utilization of the net operating loss
carryovers in one of the Company's foreign subsidiaries in 2002, resulted in an
increased effective tax rate for that country.
Net income decreased by $1.7 million or 27.5% from $6.1 million in 2001
to $4.4 million in 2002, as a result of the factors previously indicated. Net
income as a percentage of net sales decreased from 7.0% in 2001 to 5.6% in 2002.
LIQUIDITY AND CAPITAL RESOURCES
During the six-month period ended June 30, 2002, the Company's cash
flows from operating activities decreased by $7.7 million or 48.9%, from $15.8
million in 2001 to $8.1 million in 2002. This decrease was the result of lower
net income before depreciation and amortization, net increases in working
capital in 2002 and the one-time receipt in 2001 of $9.0 million from
Saint-Gobain, associated with the reimbursement of certain liabilities relating
to the acquisition of businesses in 2000.
Cash used by investing activities was lower by $1.3 million, or 39.5%,
from $3.2 million in 2001 to $1.9 million in 2002. This decrease was principally
the result of decreased capital expenditures and a reduction in cash paid for
shares of Orient Cerlane Ltd.
Cash used by financing activities decreased by $4.6 million or 47.0%
from $9.8 million in 2001 to $5.2 million in 2002. During the first half of 2002
the Company repaid $2.3 million on its term loans, paid a dividend of $1.4
million on its Redeemable cumulative Series A preferred stock to Unifrax Holding
Co., repaid $0.1 million on its revolving loans and repurchased $1.5 million of
its 10.5% Senior Notes.
Management believes that cash flows from operations and the available
credit facility will be sufficient to fund normal operating requirements and
planned capital expenditures over the next 12 months. See "Forward Looking
Statements".
As of October 30, 1996, the Company entered into a tax sharing
agreement with the principal stockholder, Unifrax Holding Co. ("Holding"). The
results of its operations are now included in the consolidated U.S. corporate
income tax return of Holding. The Company's provision for U.S. income taxes is
computed as if the Company filed its annual tax returns on a separate Company
basis. The current portion of the income tax provision will be satisfied by a
payment to or from Holding.
At December 31, 2001, the Company had Federal and State net operating
loss carryforwards totaling approximately $13 million which will be available to
offset future taxable income. These net operating loss carryforwards expire in
2012 through 2022.
12
UNIFRAX CORPORATION
LEGAL PROCEEDINGS
Reference is made to the information included in Note D to the
condensed consolidated financial statements of the Company included under Item 1
in this Form 10-Q, which is hereby incorporated herein by reference.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENT
Reference is made to the information included in Note G to the
condensed consolidated financial statements of the Company included under Item 1
in this Form 10-Q, which is hereby incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain market risks, principally changes in
interest rates and foreign currency exchange. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as interest rates
and foreign currency exchange. The Company does not enter into derivatives or
other financial instruments for trading or speculative purposes.
Effective January 30, 2002, the Company entered into an interest rate
swap agreement with Bank of America N.A. which will mature November 1, 2003, to
effectively convert fixed-rate debt with a notional principal amount of
$25,000,000 to variable-rate debt. Under the terms of the agreement, Unifrax
will receive 10.50% and will pay 3 month LIBOR plus 7.30%, compounded quarterly
and paid semi-annually on the interest payment dates associated with the Senior
Notes. The calculated variable rate at June 30, 2002 was 9.2125%.
A portion of the Company's operations consists of manufacturing and
sales activities in foreign jurisdictions. The Company manufactures its products
in the United States, the United Kingdom, France, Germany, Brazil, Venezuela,
Australia, and India using materials purchased internationally, and sells into
those and other worldwide markets. Additionally, the Company operates a branch
sales office in Argentina. The Company and its subsidiaries invoice their
products both in local and foreign currencies. As a result, the Company's
financial results could be significantly affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in the foreign
markets into which the Company sells its products. For example, when the U.K.
Pound Sterling strengthens relative to the Euro, the value of sales from the
U.K. which are denominated in Euros decreases when translated back to Sterling.
When the U.S. Dollar strengthens against other currencies, the price of
competitive imports into the U.S. from those other countries often decreases. To
mitigate the short-term effect of exchange rate changes on the Company's
purchases, sales and financial results in its various locations, the Company may
from time to time hedge its exposure to certain currencies by entering into
foreign exchange contracts. During 2000, 2001, and the six-month period ended
June 30, 2002, the Company did not enter into any foreign exchange contracts.
The significant devaluation of the Argentinean peso in the first six months of
2002 resulted in charges to earnings during the six-month period ended June 30,
2002 of $275,000.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the information included in Note D to the
condensed consolidated financial statements of the Company and
included in this Form 10-Q, which is hereby incorporated herein by
reference.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed as a part of this report:
2.1(i) Unifrax Corporation Recapitalization Agreement
2.2(vii) Stock and Asset Purchase Agreement, dated as of July
27, 2000, by and among the Company, SEPR and certain
other parties
2.3(vii) Amendment to the Stock and Asset Purchase Agreement,
dated as of October 4, 2000
3.1(i) Certificate of Incorporation of the Registrant
3.2(iii) Consent of Stockholders for Amendment of Certificate
of Incorporation
3.3(iii) Certificate of Amendment to Certificate of
Incorporation
3.4(vii) Certificate of Amendment No. 2 to Certificate of
Incorporation
3.5(i) By-laws of the Registrant
4.1(i) Form of Indenture (including form of Note)
4.2(i) Form of Stockholders Agreement among the Company, BPX
and Holding
14
4.3(iii) Amendment to Stockholders Agreement dated September
30, 1997, among the Company, BP Exploration (Alaska),
Inc. and Holding
4.4(iii) Stock Purchase Agreement dated September 30, 1997,
between the Company and Holding
4.5(iii) Stock Purchase Agreement dated September 30, 1997,
between the Company and BP Exploration (Alaska), Inc.
4.6(vii) Amendment to Stockholders Agreement dated October 4,
2000, between the Company, BP Exploration (Alaska),
Inc. and Holding
10.1(vii) Credit Agreement dated October 5, 2000 among Bank of
America, N.A., National City Bank, Multi Banco, S.A.,
Unifrax Corporation, NAF Brazil Ltda. and others
10.2(i)* 1996 Stock Option Plan
10.3(ii) Unifrax Corporation Noncompetition Agreement
10.4(i) Lease relating to Tonawanda plant
10.5(vi) Amendment to lease relating to Tonawanda plant
10.6(i) Lease relating to Amherst plant
10.7(i) Sanborn Lease
10.8(i) Covenant Not to Compete between The British Petroleum
Company p.l.c., its affiliates, and the Unifrax
Corporation and Societe Europeenne de Produits
Refractaires, and its affiliates (portions of this
Exhibit have been omitted and were filed separately
with the Commission pursuant to a request for
confidential treatment)
10.9(i) Form of Covenant Not to Compete between Holding and
BP
10.10(i) Tax Sharing Agreement between the Company and Holding
10.11(i) Advisory Services Agreement between the Company and
Kirtland Capital Corporation
10.12(vi)* Retirement Select Basic Plan document and Trust
Agreement
10.13(vii) Subordinated Promissory Note, dated as of October 4,
2000, issued by the Company in favor of SEPR in the
original principal amount of $8,000,000
10.14(vii) Subordinated Promissory Note, dated as of October 4,
2000, issued in favor of SEPR in the original
principal amount of $1,500,000
10.15(vii) Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of SEPR in the original
principal amount of $20,200,000
15
10.16(vii) Limited Recourse Promissory Note, dated as of October
4, 2000, issued in favor of Carborundum do Brasil in
the original principal amount of $300,000
10.17(vii) Pledge Agreement, dated of as October 4, 2000, by
Holding in favor of SEPR
10.18(vii) Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Bank of America, N.A.
and the lenders named therein
10.19(vii) Subordination Agreement (Real Estate), dated as of
October 5, 2000, by and among SEPR, the Company, Bank
of America, N.A. and the lenders named therein
10.20(vii) Subordination Agreement, dated as of October 5, 2000,
by and among SEPR, the Company, Chase Manhattan Trust
Company, National Association and the noteholders
named therein.
99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(i) Incorporated by reference to the exhibits filed with
the Registration Statement on Form S-1 of Unifrax
Investment Corp (Registration No. 333-10611).
(ii) Incorporated by reference to the exhibits filed with
Form 10-K for the fiscal year ended December 31, 1996
for Unifrax Corporation.
(iii) Incorporated by reference to the exhibits filed with
Form 10-K for the fiscal year ended December 31, 1997
for Unifrax Corporation.
(iv) Incorporated by reference to the exhibits filed with
Form 10-Q for the fiscal quarter ended June 30, 1998
for Unifrax Corporation.
(v) Incorporated by reference to the exhibits filed with
Form 10-K for the fiscal year ended December 31, 1998
for Unifrax Corporation.
(vi) Incorporated by reference to the exhibits filed with
Form 10-K for the fiscal year ended December 31, 1999
for Unifrax Corporation.
(vii) Incorporated by reference to the exhibits filed with
Form 8-K in connection with the SEPR Ceramic Fiber
Business acquisition filed October 19, 2000.
* Indicates a management contract or compensatory plan
or arrangement.
(b) No reports on Form 8-K have been filed during the period
covered by this report.
16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
UNIFRAX CORPORATION
Date: August 12, 2002 By: /s/ William P. Kelly
--------------------- --------------------------------------
William P. Kelly, President and
Chief Executive Officer
Date: August 12, 2002 By: /s/ Mark D. Roos
--------------------- --------------------------------------
Mark D. Roos, Sr. Vice President
and Chief Financial Officer
17