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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 2003
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES NO X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: Common stock, $0.01 par
value - 20,025 shares at August 8, 2003.
UNIFRAX CORPORATION
FORM 10-Q
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
December 31, 2002 and June 30, 2003...............................................1
Condensed Consolidated Statements of Income for the
Three and six-month periods ended June 30, 2002 and 2003..........................2
Condensed Consolidated Statements of Cash Flows for the
Six-month period ended June 30, 2002 and 2003.....................................3
Notes to Condensed Consolidated Financial Statements................................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................................11
Item 3. Qualitative and Quantitative Disclosure About Market Risk..........................15
Item 4. Controls and Procedures............................................................15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................................16
Item 2. Changes in Securities and Use of Proceeds..........................................16
Item 3. Defaults on Senior Securities......................................................16
Item 4. Submission of Matters to a Vote of Security Holders................................16
Item 5. Other Information..................................................................16
Item 6. Exhibits and Reports on Form 8-K...................................................16
Signatures..................................................................................20
Press Release...............................................................................21
Certifications..............................................................................23
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, except share and per share amounts)
DECEMBER 31 JUNE 30
2002 2003
----------- -----------
ASSETS
Current assets:
Cash$ $ 5,962 $ 3,154
Marketable securities and investments 218 175
Accounts receivable, trade, less allowance of $1,916 and $1,842, respectively 33,089 35,117
Accounts receivable, related parties 212 212
Inventories 17,307 18,340
Deferred income taxes 1,530 1,539
Prepaid expenses and other current assets 2,153 1,332
----------- -----------
Total current assets 60,471 59,869
Property, plant and equipment at cost 127,411 132,864
Less accumulated depreciation and amortization (61,945) (67,478)
----------- -----------
65,466 65,386
Deferred income taxes 19,784 19,546
Financing costs, net of accumulated amortization of $4,683 and $5,196, respectively 856 343
Marketable securities and investments 1,876 2,337
Other assets 261 237
----------- -----------
$ 148,714 $ 147,718
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 92,679 $ 103,363
Accounts payable 11,410 9,993
Accounts payable, related parties 1,429 121
Accrued expenses 15,273 15,812
----------- -----------
Total current liabilities 120,791 129,289
Long-term debt 16,057 29
Accrued postretirement benefit cost 3,659 3,707
Other long-term obligations 1,623 1,878
Deferred income taxes 2,074 2,144
Minority interest 1,102 1,238
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 12,394 13,013
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 3,286 3,361
STOCKHOLDERS' DEFICIT
Common stock--$0.01 par value; 40,000 shares authorized;
20,025 shares issued and outstanding at
December 31, 2002 and June 30, 2003 respectively - -
Additional paid-in capital 36,246 35,551
Accumulated deficit (48,402) (44,679)
Accumulated other comprehensive (loss) income (116) 2,187
----------- -----------
(12,272) (6,941)
----------- -----------
$ 148,714 $ 147,718
=========== ===========
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
-------------------------------- ------------------------------
2002 2003 2002 2003
---- ---- ---- ----
Net Sales $ 40,111 $ 40,843 $ 78,170 $ 79,681
Cost of goods sold 20,917 21,778 41,667 42,888
------------- ------------- ------------- ------------
Gross margin 19,194 19,065 36,503 36,793
Selling, general and
administration expense 11,936 13,331 23,535 26,091
------------- ------------- ------------- ------------
Operating income 7,258 5,734 12,968 10,702
Other income (expense) 58 (243) 121 (545)
Foreign exchange income 560 758 273 1,749
------------- ------------- ------------- ------------
Income before interest, income
taxes, and minority interest 7,876 6,249 13,362 11,906
Interest expense (3,106) (2,919) (6,323) (5,914)
-------------- -------------- ------------- -------------
Income before income taxes and
minority interest 4,770 3,330 7,039 5,992
Provision for income taxes 1,824 1,249 2,535 2,128
------------- ------------- ------------- ------------
Income before minority interest 2,946 2,081 4,504 3,864
Minority interest 59 82 120 141
------------- ------------- ------------- ------------
Net income $ 2,887 $ 1,999 $ 4,384 $ 3,723
============== ============= ============= ============
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
------------------------------
2002 2003
---- ----
OPERATING ACTIVITIES
Net income $ 4,384 $ 3,723
Depreciation and amortization 5,145 5,173
Other adjustments and changes in operating assets and liabilities (1,469) (1,484)
----------- -----------
Cash provided by operating activities 8,060 7,412
INVESTING ACTIVITIES
Capital expenditures (1,732) (1,623)
Proceeds from sales of marketable securities 698 446
Purchases of marketable securities (898) (723)
Other (21) (36)
----------- -----------
Cash used in investing activities (1,953) (1,936)
FINANCING ACTIVITIES
Dividends paid (1,365) (1,308)
Retirement of Senior Notes (net) (1,500) (5,552)
Borrowings under revolving loan 21,481 28,471
Repayments of revolving loan (21,578) (28,494)
Repayment of term loan (2,251) (1,736)
----------- -----------
Cash used in financing activities (5,213) (8,619)
Net effect of exchange rate changes on cash (33) 335
----------- ----------
Net change in cash 861 (2,808)
Cash--beginning of period 3,219 5,962
---------- ----------
Cash--end of period $ 4,080 $ 3,154
========== ==========
See accompanying notes to condensed consolidated financial statements.
3
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
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, 2003, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the consolidated financial statements
and the notes thereto for the year ended December 31, 2002, 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 - BUSINESS ACQUISITION
The Company through its UK subsidiary owns 1,328,025 shares, amounting
to 67.14% of Unifrax India Limited, (formerly Orient Cerlane Ltd), the Company's
majority-owned Indian subsidiary. In November 2002, in association with the
Indian Promotor Group, who has beneficial ownership of 25.77% of the shares of
Unifrax India Limited, Unifrax India Limited applied to the Delhi Stock Exchange
and the Stock Exchange Mumbai for delisting of Unifrax India Limited's stock.
Effective July 7, 2003, the securities of Unifrax India Ltd were delisted from
the Stock Exchange, Mumbai. The Company has agreed, through its UK Subsidiaries,
to purchase any further shares offered by existing minority shareholders through
July 6, 2004. Subsequently, the securities of Unifrax India Ltd were delisted
from the Delhi Stock Exchange. No additional shares were purchased in the six
months ended June 30, 2003.
NOTE C - STOCK-BASED COMPENSATION
Effective October 30, 1996, the Company established the Unifrax
Corporation 1996 Stock Option Plan to make awards of options to purchase common
stock to officers and key employees. The company accounts for this plan under
the recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income for the three-month and six-month periods ended June 30, 2002 and 2003,
as if the Company had applied the fair value recognition provisions of SFAS No.
123, Accounting for Stock-Based Compensation, to stock-based employee
compensation (in thousands):
4
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
Three months ended June 30 Six months ended June 30
2002 2003 2002 2003
---- ---- ---- ----
Net income, as reported $ 2,887 $ 1,999 $ 4,384 $ 3,723
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method for
all awards, net of related
tax effects 29 29 58 58
------------ -------------- ------------- -------------
Pro forma net income $ 2,858 $ 1,970 $ 4,326 $ 3,665
============ ============== ============= =============
NOTE D - INVENTORIES
The components of inventory consist of the following (in thousands):
December 31 June 30
2002 2003
---------------- -----------
Raw materials and supplies $ 6,990 $ 6,774
Work in process 1,861 1,845
Finished products 7,511 8,283
----------- -----------
16,362 16,902
Adjustment to LIFO Cost 945 1,438
----------- -----------
$ 17,307 $ 18,340
=========== ===========
NOTE E - 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 statistically 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 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
5
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
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. 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
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, 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,
6
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
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.
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
7
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
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. In addition, the Company has recently been
named in a lawsuit alleging patent infringement. The Company is also involved in
two employment-related legal claims, the outcomes of which are currently not
expected to be material to the Company. While the outcomes of these various
litigations 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.
8
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
NOTE F - LONG TERM DEBT AND SELLER NOTE
Long term debt consists of the following (in thousands):
December 31 June 30
2002 2003
--------------- -------------
Credit Agreement:
Term loans
Brazil $ 3,673 $ 3,761
India 85 58
--------------- -------------
Total 3,758 3,819
Revolving loans
United States 17 14
United Kingdom 620 770
--------------- -------------
Total 637 784
10 1/2% Senior Notes due 2003 88,341 82,789
Subordinated promissory notes 16,000 16,000
--------------- -------------
Total debt 108,736 103,392
Less current portion 92,679 103,363
--------------- -------------
Long term debt $ 16,057 $ 29
=============== =============
On July 11, 2003, the Company extended its Credit Agreement, which was
due to mature on August 1, 2003, to October 1, 2003. In addition, its 10.5%
Senior Notes mature November 1, 2003, and the subordinated promissory notes
payable to SEPR mature on June 30, 2004. The Company has had discussions with
several financial institutions regarding the refinancing of all or a significant
portion of its indebtedness. Based on the discussions with these banks and other
lending institutions, management believes that all indebtedness maturing in 2003
can be refinanced prior to its maturity date.
NOTE G - COMPREHENSIVE INCOME
Comprehensive income for the three-month and six-month periods ended
June 30, 2002 and 2003 consisted of the following (in thousands):
Three months ended June 30 Six months ended June 30
2002 2003 2002 2003
---- ---- ---- ----
Net income $ 2,887 $ 1,999 $ 4,384 $ 3,723
Change in foreign currency
translation adjustment 2,345 1,881 $ 1,706 2,261
Unrealized gain on
marketable equity
securities 7 48 0 42
---------- ----------- ----------- -----------
Comprehensive income $ 5,239 $ 3,928 $ 6,090 $ 6,026
========== =========== =========== ===========
9
UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
NOTE H - STOCKHOLDERS EQUITY
SERIES A PREFERRED STOCK
On December 17, 2002, the Company declared a dividend on its Redeemable
cumulative Series A preferred stock of $63.784 per share on 20,500 shares, for a
total of $1,307,575 which was subsequently paid on February 26, 2003.
NOTE I - EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
On December 31, 2002, the Financial Accounting Standards Board issued
FASB Statement No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure. Statement 148 amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition to the
fair value method of accounting for stock-based employee compensation. In
addition, Statement 148 amends the disclosure provisions of Statement 123 to
require expanded disclosure in the summary of significant accounting policies of
the effects of an entity's accounting policy with respect to stock-based
employee compensation on reported net income and earnings per share in annual
and interim financial statements. Statement 148's amendment of the disclosure
provisions of Statement 123 are effective for fiscal years ending after December
15, 2002. The Company applied the new rules impacting interim financial
statements beginning in the first quarter of 2003.
On June 2001, the Financial Accounting Standards Board issued FASB
Statement No. 143, Accounting for Asset Retirement Obligations. This standard
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability
is initially recorded, the entity capitalizes the cost by increasing the
carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002, with earlier application encouraged. The
Company applied the new rules beginning in the first quarter of 2003.
Application of the new rules did not impact the Company's consolidated financial
statements.
NOTE J - RECLASSIFICATIONS
Certain reclassifications of 2002 information have been made to conform
with the 2003 presentation.
NOTE K - SUBSEQUENT EVENT
On August 13, 2003, the Company entered into a Merger Agreement whereby
Unifrax Holding Co., the Company and its subsidiaries will be acquired by an
affiliate of American Securities Capital Partners, L.P. The merger is subject
to the satisfaction or waiver of customary closing conditions, including the
receipt of debt financing by American Securities Capital Partners. The Company
expects the merger to close within 30 days. Attached hereto as Exhibit 10.21 is
a copy of the press release announcing the merger.
10
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 which it is subject to, including the
Company's ability to refinance its existing indebtedness, 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.
AMERICAN SECURITIES CAPITAL PARTNERS AGREEMENT TO ACQUIRE UNIFRAX
On August 13, 2003, the Company entered into a Merger Agreement whereby
Unifrax Holding Co., the Company and its subsidiaries will be acquired by an
affiliate of American Securities Capital Partners, L.P. The merger is subject
to the satisfaction or waiver of customary closing conditions, including the
receipt of debt financing by American Securities Capital Partners. The Company
expects the merger to close within 30 days. Attached hereto as Exhibit 10.21 is
a copy of the press release announcing the merger.
THREE MONTHS ENDED JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2002
Net Sales in the second quarter of 2003 increased by $0.7 million or
1.8% from $40.1 million in 2002 to $40.8 million in 2003. Sales in the quarter
reflect the favorable currency effect of a stronger Euro in Europe offset in
part by the weaker demand year-over-year in certain sectors in North America and
Europe, particularly in furnace-related markets, including primary metals,
petrochemical, power, glass and ceramics.
Gross Profit decreased by $0.1 million or 0.7% from $19.2 million in
2002 to $19.1 million in 2003. Gross Profit as a percentage of net sales
decreased from 47.9% in 2002 to 46.7% in 2003. The decrease in gross profit was
due to the lower percentage of margin on sales and reflected the lower plant
utilization in North America and Europe offset in part by lower manufacturing
costs.
Selling, general and administrative expenses increased by $1.4 million
or 11.6% from $11.9 million in 2002 to $13.3 million in 2003. SG&A expenses were
higher in 2003 compared to 2002 due principally to the currency effect of the
stronger Euro, and certain one time reorganization and relocation costs in
Europe. Selling, general, and administrative expenses as a percentage of net
sales increased from 29.8% in 2002 to 32.6% in 2003.
Operating income decreased by $1.5 million or 21.0% from $7.3 million
in 2002 to $5.7 million 2003, as a result of the factors previously indicated.
Operating income as a percentage of net sales
11
decreased from 18.1% in 2002 to 14.0% in 2003.
Other income and expense changed by $0.3 million from income of $0.1
million in 2002 to expense of $0.2 in 2003 as a result of non-operating legal
and professional charges.
Income relating to foreign exchange increased by $0.2 million or 35.3%
from $0.6 million in 2002 to $0.8 million in 2003 due primarily to the
strengthening of the Euro against the U.S. Dollar.
Interest expense reduced by $0.2 million or 6.0% from $3.1 million in
2002 to $2.9 million in 2003, 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 7.7% in 2002 to 7.1% in 2003.
Provision for income taxes reduced by $0.6 million or 31.5% from $1.8
million in 2002 to $1.2 million in 2003. The effective income tax rate decreased
from 38.2% in 2002 to 37.5% in 2003, primarily as a result of a decrease in the
effective tax rate of one of the Company's foreign subsidiaries.
Net income decreased by $0.9 million or 30.8% from $2.9 million in 2002
to $2.0 million in 2003, as a result of the factors previously indicated. Net
income as a percentage of net sales reduced from 7.2% in 2002 to 4.9% in 2003.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2002
Net Sales in the first six months of 2003 increased by $1.5 million or
1.9% from $78.2 million in 2002 to $79.7 million in 2003. Sales reflect the
favorable currency impact in Europe, offset in part by weaker demand in certain
sectors year-over-year in North America and Europe, particularly in
furnace-related markets, including primary metals, petrochemical, power, glass
and ceramics.
Gross profit increased by $0.3 million or 0.1% from $36.5 million in
2002 to $36.8 million in 2003. Gross profit as a percentage of net sales
decreased from 47.7% in 2002 to 46.2% in 2003. The increase in gross profit
dollars was due to the higher sales volume offset in part by lower margin. The
lower overall gross profit percentage is primarily the result of downward
pressure on prices due to lower global demand, particularly in the
furnace-related markets and lower plant utilization in North America and Europe.
Selling, general, and administrative expenses increased by $2.6 million
or 10.9% from $23.5 million in 2002 to $26.1 million in 2003. SG&A expenses were
higher in 2003 compared to 2002 due principally to the currency effect of the
stronger Euro, and certain one time reorganization and relocation costs in
Europe. Selling, general, and administrative expenses as a percentage of net
sales increased from 30.1% in 2002 to 32.7% in 2003.
Operating income decreased by $2.3 million or 17.5% from $13.0 million
in 2002 to $10.7 million in 2003, as a result of the factors previously
indicated. Operating income as a percentage of net sales decreased from 16.6% in
2002 to 13.4% in 2003.
Other income and expense changed by $0.6 million from an income of $0.1
million in 2002 to an expense of $0.5 million is 2003 due primarily to certain
non-operating legal and professional charges.
12
Income relating to Foreign Exchange increased by $1.4 million or 540.1%
from $0.3 million in 2002 to $1.7 million in 2003, due primarily to the
strengthening of the Euro against the U.S. Dollar.
Interest expense decreased by $0.4 million or 6.5% from $6.3 million in
2002 to $5.9 million in 2003 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 8.1% in 2002 to 7.4% in 2003.
Provision for income taxes decreased by $0.4 million or 16.1% from $2.5
million in 2002 to $2.1 million in 2003. The effective income tax rate reduced
from 36.0% in 2002 to 35.5% in 2003, primarily as a result of a decrease in the
effective tax rate of one of the Company's overseas subsidiaries.
Net income decreased by $0.7 million or 15.1% from $4.4 million in 2002
to $3.7 million in 2003, as a result of the factors previously indicated. Net
income as a percentage of net sales decreased from 5.6% in 2002 to 4.7% in 2003.
LIQUIDITY AND CAPITAL RESOURCES
During the six-month period ended June 30, 2003, the Company's cash
flows from operating activities decreased by $0.7 million or 8.0%, from $8.1
million in 2002 to $7.4 million in 2003. This decrease was the result of lower
net income.
Cash used by investing activities remained constant at $1.9 million.
Cash used by financing activities increased by $3.4 million or 65.3%
from $5.2 million in 2002 to $8.6 million in 2003. During the first half of 2003
the Company repaid $1.7 million on its term loans, paid a dividend of $1.3
million on its Redeemable cumulative Series A preferred stock to Unifrax Holding
Co., and repurchased $5.6 million of its 10.5% Senior Notes.
On July 11, 2003, the Company extended its Credit Agreement, which was
due to mature on August 1, 2003, to October 1, 2003. In addition, its 10.5%
Senior Notes mature November 1, 2003 and the subordinated promissory notes
payable to SEPR mature on June 30, 2004. The Company has had discussions with
several financial institutions regarding the refinancing of all or a significant
portion of its indebtedness. Based on the discussions with these banks and other
lending institutions, management believes that all indebtedness maturing in 2003
can be refinanced prior to its maturity date. Furthermore, management believes
that cash flows from operations and borrowings under the available credit
facility will be adequate to meet the Company's 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, 2002, the Company had Federal and State net operating
loss carryforwards totaling approximately $16 million which will be available to
offset future taxable income. These net operating loss carryforwards expire in
2012 through 2023.
13
LEGAL PROCEEDINGS
Reference is made to the information included in Note E 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 PRONOUNCEMENTS
Reference is made to the information included in Note I 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.
14
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.
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 2002, and the six-month period ended June 30,
2003, the Company did not enter into any foreign exchange contracts.
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2003, an evaluation was performed under the supervision
and with the participation of the Company's management, including the chief
executive officer and principal accounting officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934). Based
on that evaluation, the Company's management, including the chief executive
officer and principal accounting officer, concluded that the Company's
disclosure controls and procedures were effective in all material aspects as of
June 30, 2003 to ensure that material information relating to the Company,
including Company's consolidated subsidiaries, was made known to them by others
within the Company, particularly during the period in which this Quarterly
Report on Form 10-Q was being prepared. During the quarter ended June 30, 2003,
there were no changes in the Company's internal control over financial
reporting, identified in connection with the evaluation of such reporting, or
reasonably likely to materially affect, the Company's internal control over
financial reporting. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to June 30, 2003.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the information included in Note E 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
16
4.1(i) Form of Indenture (including form of Note)
4.2(i) Form of Stockholders Agreement among the Company, BPX
and Holding
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
17
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
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.
10.21 Press Release, dated August 13, 2003, relating to
American Securities Capital Partners agreement to acquire
Unifrax
31.1 Certification of Chief Executive Officer pursuant to
Exchange Act Rule 13a-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to
Exchange Act Rule 13a-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 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.
18
(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.
19
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: 08/13/03 By: /s/ William P. Kelly
--------------------- -------------------------------------
William P. Kelly, President and
Chief Executive Officer
Date: 08/13/03 By: /s/ Mark D. Roos
--------------------- --------------------------------------
Mark D. Roos, Senior Vice President
and Chief Financial Officer
20