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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 September 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 (I.R.S. Employer Identification No.)
of incorporation)
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 September 30, 2002..............................................1
Condensed Consolidated Statements of Income for the
Three-month and nine-month periods ended September 30, 2001
and 2002..........................................................2
Condensed Consolidated Statements of Cash Flows for the
Nine months ended September 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
Item 4. Evaluation of Disclosure Controls and Procedures.....................13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................15
Item 2. Changes in Securities and Use of Proceeds............................15
Item 3. Defaults on Senior Securities........................................15
Item 4. Submission of Matters to a Vote of Security Holders..................15
Item 5. Other Information....................................................15
Item 6. Exhibits and Reports on Form 8-K.....................................15
Signatures....................................................................18
Certification.................................................................19
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFRAX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
DECEMBER 31 SEPTEMBER 30
2001 2002
----------- ------------
ASSETS
Current assets:
Cash $ 3,219 $ 9,756
Marketable securities and investments 253 289
Accounts receivable, trade, less allowance of
$2,061 and $1,871, respectively 28,533 32,146
Inventories 16,305 16,871
Deferred income taxes 1,602 1,676
Prepaid expenses and other current assets 3,019 1,317
--------- ---------
Total current assets 52,931 62,055
Property, plant and equipment, at cost 123,708 124,542
Less accumulated depreciation and amortization (54,599) (60,526)
--------- ---------
69,109 64,016
Deferred income taxes 21,323 19,653
Financing costs, net of accumulated amortization of
$3,606 and $4,414, respectively 1,933 1,125
Marketable securities and investments 1,211 1,543
Other assets 328 208
--------- ---------
$ 146,835 $ 148,600
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 9,169 $ 2,480
Accounts payable 9,793 9,604
Accounts payable, related parties 2,054 -
Accrued expenses 14,855 19,663
--------- ---------
Total current liabilities 35,871 31,747
Long-term debt 106,095 104,683
Accrued postretirement benefit cost 3,578 3,645
Other long-term obligations 909 907
Deferred income taxes 1,670 1,809
Minority interest 910 1,006
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 17,430
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 3,249
STOCKHOLDERS' DEFICIT
Common stock--$0.01 par value; 40,000 shares
authorized; 20,025 shares issued and outstanding - -
Additional paid-in capital 37,670 36,555
Accumulated deficit (57,328) (51,235)
Accumulated other comprehensive loss (2,057) (1,196)
--------- ---------
(21,715) (15,876)
--------- ---------
$ 146,835 $ 148,600
========= =========
See accompanying notes to condensed consolidated financial statements
1
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPTEMBER 30 SEPTEMBER 30
------------ ------------
2001 2002 2001 2002
---- ---- ---- ----
Net sales $ 37,667 $ 38,030 $ 123,684 $ 116,200
Cost of goods sold 20,340 20,540 65,455 62,207
-------- -------- --------- ---------
Gross margin 17,327 17,490 58,229 53,993
Selling, general and
administration expenses 11,789 11,714 36,748 35,249
-------- -------- --------- ---------
Operating income 5,538 5,776 21,481 18,744
Other income (expense), net 280 (141) 133 253
-------- -------- --------- ---------
Income before interest, income
taxes, and minority interest 5,818 5,635 21,614 18,997
Interest expense (3,209) (2,906) (9,835) (9,229)
-------- -------- --------- ---------
Income before income taxes and
minority interest 2,609 2,729 11,779 9,768
Provision for income taxes 886 975 3,897 3,510
-------- -------- --------- ---------
Income before minority interest 1,723 1,754 7,882 6,258
Minority interest 22 45 130 165
-------- -------- --------- ---------
Net income $ 1,701 $ 1,709 $ 7,752 $ 6,093
======== ======== ========= =========
See accompanying notes to condensed consolidated financial statements.
2
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30
------------------------------
2001 2002
---- ----
OPERATING ACTIVITIES
Net income $ 7,752 $ 6,093
Depreciation and amortization 7,844 7,762
Other adjustments and changes in operating assets
and liabilities 13,608 3,914
-------- --------
Cash provided by operating activities 29,204 17,769
INVESTING ACTIVITIES
Capital expenditures (5,316) (2,899)
Proceeds from sales of marketable securities 743 733
Purchases of marketable securities (1,111) (1,042)
Other (551) (52)
-------- --------
Cash used in investing activities (6,235) (3,260)
FINANCING ACTIVITIES
Dividends paid (468) (1,365)
Repurchase of Senior Notes (2,000) (1,500)
Borrowings under revolving loan 12,525 30,560
Repayments of revolving loan (16,705) (32,932)
Proceeds from term loan borrowing 1,500 0
Repayment of term loan (13,985) (2,535)
Repayment of promissory note to Saint-Gobain (1,500) 0
-------- --------
Cash used in financing activities (20,633) (7,772)
Net effect of exchange rate changes on cash (293) (200)
-------- --------
Net change in cash 2,043 6,537
Cash--beginning of period 2,649 3,219
-------- --------
Cash--end of period $ 4,692 $ 9,756
======== ========
See accompanying notes to condensed consolidated financial statements.
3
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 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 the first quarter of 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 $65,000. During the second
quarter, the Company acquired an additional 18,375 shares at a cost of
approximately $68,000, and in the third quarter, a further 9,200 shares were
acquired at a cost of approximately $42,000. Subsequent to the third quarter
acquisition, the Company owns 67.0% of OCL.
NOTE C - INVENTORIES
The components of inventory consist of the following (in thousands):
December 31 September 30
2001 2002
----------- ------------
Raw materials and supplies $ 6,740 $ 7,058
Work in process 1,604 1,740
Finished products 7,128 7,149
------- -------
15,472 15,947
Adjustment to LIFO Cost 833 924
------- -------
$16,305 $16,871
======= =======
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
4
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
animals at elevated doses can produce respiratory disease, including cancer. The
results of this research 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
5
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(the "SEPR Closing"). Where losses arise from alleged exposure both before and
after the SEPR Closing, 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
SEPTEMBER 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 nine-month periods ended
September 30, 2001 and 2002 consisted of the following (in thousands):
Three Months Ended Nine Months Ended
September 30 September 30
2001 2002 2001 2002
---- ---- ---- ----
Net income $ 1,701 $ 1,709 $ 7,752 $ 6,093
Change in foreign currency
translation adjustment 841 (882) (2,082) 824
Unrealized gain on marketable
equity securities (24) 36 40 37
------- ------- -------- -------
Comprehensive income $ 2,518 $ 863 $ 5,710 $ 6,954
======= ======= ======== =======
7
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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
September 30, 2002 was 9.1225%. Subsequent to September 30, 2002, Bank of
America exercised its option under the agreement to terminate the interest rate
swap effective November 1, 2002.
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 $127,000, at
September 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
8
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
longer recognized.
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 September 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 - DEBT
Long term debt consists of the following (in thousands):
December 31 September 30
2001 2002
----------- ------------
Credit Agreement:
Term loans
France $ 780 $ -
Brazil 6,082 2,392
India 127 84
-------- --------
Total 6,989 2,476
Revolving loans
United States 32 60
United Kingdom 2,243 -
-------- --------
Total 2,275 60
Interest Rate Swap Agreement - 127
10 1/2% Senior Notes due 2003 94,000 92,500
Subordinated promissory notes 12,000 12,000
-------- --------
Total debt 115,264 107,163
Less current portion 9,169 2,480
-------- --------
Long term debt $106,095 $104,683
======== ========
9
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 SEPTEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2001
Net Sales in the third quarter of 2002 increased by $0.3 million or
1.0% from $37.7 million in 2001 to $38.0 million in 2002. Sales in the quarter
reflect the continuing weakness in certain markets within North America and
Europe, particularly furnace-related, including primary metals, petrochemical,
power, glass and ceramics, offset by higher sales of Automotive and Fire
Protection Products.
Gross Profit increased by $0.2 million or 0.9% from $17.3 million in
2001 to $17.5 million in 2002. Gross Profit as a percentage of net sales
remained constant at 46.0% in 2001 and 2002. The increase in gross profit was
due to the higher sales volume. The constant overall gross profit percentage of
net sales reflects the offsetting effects of lower prices and lower
manufacturing costs.
Selling, general and administrative expenses decreased by $0.1 million
or 0.6% from $11.8 million in 2001 to $11.7 million in 2002. SG&A expenses were
lower in 2002 compared to 2001 as a result of lower spending. Selling, general,
and administrative expenses as a percentage of net sales decreased from 31.3% in
2001 to 30.8% in 2002.
Operating income increased by $0.3 million or 4.3% from $5.5 million in
2001 to $5.8 million 2002, as a result of the factors previously indicated.
Operating income as a percentage of net sales increased from 14.7% in 2001 to
15.2% in 2002.
Other income and expense changed by $0.4 million from an income of $0.3
million in 2001 to an expense of $0.1 million in 2002, due primarily to the
foreign exchange effect of Euro fluctuations.
10
Interest expense decreased by $0.3 million from $3.2 million in 2001 to
$2.9 million in 2002 due to lower levels of bank borrowings and lower interest
rates on certain variable rate borrowings. Interest expense decreased as a
percentage of net sales from 8.5% in 2001 to 7.6% in 2002.
Provision for income taxes increased by $0.1 million or 10.0% from $0.9
million in 2001 to $1.0 million in 2002. The effective income tax rate increased
from 34.0% in 2001 to 35.7% 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 remained unchanged at $1.7 million in 2001 and 2002, as a
result of the factors previously indicated. Net income as a percentage of net
sales remained at 4.5% in 2001 and 2002.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2001
Net Sales in the first nine months of 2002 decreased by $7.5 million or
6.1% from $123.7 million in 2001 to $116.2 million in 2002. Sales reflect the
continuing 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 and Fire Protection Products.
Gross profit decreased by $4.2 million or 7.3% from $58.2 million in
2001 to $54.0 million in 2002. Gross profit as a percentage of net sales
decreased from 47.1% in 2001 to 46.5% 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.
Selling, general, and administrative expenses decreased by $1.5 million
or 4.1% from $36.7 million in 2001 to $35.2 million in 2002. SG&A expenses were
lower in 2002 compared to 2001 due principally to reduced volume-related
expenses in 2002 and lower spending. Selling, general, and administrative
expenses as a percentage of net sales increased from 29.7% in 2001 to 30.3% in
2002, primarily as a result of the lower sales volumes.
Operating income decreased by $2.8 million or 12.7% from $21.5 million
in 2001 to $18.7 million in 2002, as a result of the factors previously
indicated. Operating income as a percentage of net sales decreased from 17.4% in
2001 to 16.1% in 2002.
Other income increased by $0.1 million from $0.1 million in 2001 to
$0.2 million is 2002 due primarily to exchange gains resulting from a stronger
Euro, offset in part by losses on South American currencies.
Interest expense decreased by $0.6 million or 6.2% from $9.8 million in
2001 to $9.2 million in 2002 due to lower levels of bank borrowings and lower
interest rates on certain variable rate borrowings. Interest expense decreased
as a percentage of net sales from 8.0% in 2001 to 7.9% in 2002.
Provision for income taxes decreased by $0.4 million or 10.0% from $3.9
million in 2001 to $3.5 million in 2002. The effective income tax rate increased
from 33.1% in 2001 to 35.9% in 2002, primarily
11
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 21.4% from $7.8 million in 2001
to $6.1 million in 2002, as a result of the factors previously indicated. Net
income as a percentage of net sales decreased from 6.3% in 2001 to 5.2% in 2002.
LIQUIDITY AND CAPITAL RESOURCES
During the nine-month period ended September 30, 2002, the Company's
cash flows from operating activities decreased by $11.4 million or 39.2%, from
$29.2 million in 2001 to $17.8 million in 2002. This decrease was the result of
lower net income before depreciation and amortization, net increases in
receivables 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 decreased lower by $3.0 million, or
47.7%, from $6.3 million in 2001 to $3.3 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 $12.8 million or 62.3%
from $20.6 million in 2001 to $7.8 million in 2002. During the first nine months
of 2002 the Company repaid $2.5 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 $2.4 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 is being satisfied by
payments to 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.
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.
12
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 September 30, 2002 was 9.1225%.
Subsequent to September 30, 2002, Bank of America exercised its option under the
agreement to terminate the interest rate swap effective November 1, 2002.
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 nine-month period ended
September 30, 2002, the Company did not enter into any foreign exchange
contracts. The significant devaluation of the Argentinean peso in the first nine
months of 2002 resulted in charges to earnings during the nine-month period
ended September 30, 2002 of approximately $165,000.
ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Corporation's Chief Executive Officer and Chief Financial Officer,
after evaluating the effectiveness of the Corporation's "disclosure controls and
procedures" (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934) as of a date (the "Evaluation Date") within 90 days before
the filing date of this quarterly report, concluded that as of the Evaluation
Date the Corporation's disclosure controls and procedures were effective to
ensure that material information relating to the Corporation was being made
known to them by others within the Corporation in a timely manner, including
during the period when this quarterly report was being prepared.
13
There were no significant changes in the Corporation's internal
controls or, to the knowledge of the Corporation's Chief Executive Officer and
Chief Financial Officer, in other factors that could significantly affect the
Corporation's disclosure controls and procedures subsequent to the Evaluation
Date.
14
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
15
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
16
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.
17
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: November 8, 2002 By: /s/ William P. Kelly
---------------- --------------------------------
William P. Kelly, President and
Chief Executive Officer
Date: November 8, 2002 By: /s/ Mark D. Roos
---------------- --------------------------------
Mark D. Roos, Sr. Vice President
and Chief Financial Officer
18
CERTIFICATION
-------------
I, William P. Kelly, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Unifrax Corporation for
the period ended September 30, 2002;
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 the 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-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures 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 periodic
reports are being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this report (the "Evaluation Date"); and
c. presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditor and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002 By: /s/ William P. Kelly
---------------- -------------------------------
William P. Kelly
President & Chief Executive Officer
19
CERTIFICATION
-------------
I, Mark D. Roos, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Unifrax Corporation for
the period ended September 30, 2002;
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 the 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-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures 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 periodic
reports are being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this report (the "Evaluation Date"); and
c. presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditor and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: November 8, 2002 By: /s/ Mark D. Roos
---------------- ----------------------------------------
Mark D. Roos
Sr. Vice President & Chief Financial Officer
20