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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, 1997
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
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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
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UNIFRAX CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
June 30, 1997 and December 31, 1996..........................................................1
Condensed Consolidated Statements of Income for the
Three-month and six-month periods ended June 30, 1997 and 1996...............................2
Condensed Consolidated Statements of Cash Flow for the
Six-months ended June 30, 1997 and 1996......................................................3
Notes to Condensed Consolidated Financial Statements..............................................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................................................8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................................12
Item 2. Changes in Securities............................................................................12
Item 3. Defaults on Senior Securities....................................................................12
Item 4. Submission of Matters to a Vote of Security Holders .............................................12
Item 5. Other Information................................................................................12
Item 6. Exhibits and Report on Form 8-K..................................................................12
Signatures....................................................................................................15
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED - IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
1996 1997
---- ----
<S> <C> <C>
Current assets:
Cash $ 898 $ 806
Accounts receivable, less allowances of $1,202
and $1,066, respectively 13,856 14,990
Inventories 10,091 8,269
Deferred income taxes 5,395 5,395
Prepaid expenses and other current assets 294 384
--------- ---------
Total current assets 30,534 29,844
Property, plant and equipment, at cost 64,113 67,456
Less accumulated depreciation and amortization (30,174) (31,757)
--------- ---------
33,939 35,699
Deferred income taxes 23,576 22,047
Organization costs, net of accumulated amortization
of $129 and $315, respectively 4,792 4,405
Other assets 550 456
--------- ---------
$ 93,391 $ 92,451
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,831 $ 3,135
Accrued expenses 8,431 8,350
Amounts due affiliates 2,250 2,250
Short term debt -- 600
--------- ---------
Total current liabilities 16,512 14,335
Long term debt 120,750 119,500
Note payable--affiliate 7,000 7,000
Accrued postretirement benefit cost 2,957 3,083
Other long-term obligations 236 528
--------- ---------
Total liabilities 147,455 144,446
STOCKHOLDERS' DEFICIT
Common stock--$.01 par value; shares authorized--50,000
shares issued and outstanding--20,000 -- --
Additional paid-in capital 40,020 40,020
Accumulated deficit (93,971) (91,764)
Cumulative translation adjustment (113) (251)
--------- ---------
Total stockholders' deficit (54,064) (51,995)
--------- ---------
$ 93,391 $ 92,451
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
-------------------------- ------------------------
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $ 23,611 $ 22,672 $ 45,192 $ 44,700
Cost of goods sold 11,937 11,116 22,579 23,022
-------- -------- -------- --------
Gross margin 11,674 11,556 22,613 21,678
Selling and distribution expenses 3,284 3,186 6,418 6,406
Administration expenses 1,692 1,945 3,429 3,919
Allocated corporate charges -- -- 356 --
Research and development expenses 547 707 1,121 1,349
-------- -------- -------- --------
Operating income 6,151 5,718 11,289 10,004
Interest expense -- (3,187) -- (6,344)
Other income (expense), net (44) 44 43 77
-------- -------- -------- --------
Income before income taxes 6,107 2,575 11,332 3,737
Provision for income taxes 2,547 1,019 4,697 1,529
-------- -------- -------- --------
NET INCOME $ 3,560 $ 1,556 $ 6,635 $ 2,208
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
------------------------
1996 1997
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<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 6,635 $ 2,208
Depreciation and amortization 1,955 2,534
Other adjustments and changes in operating assets and liabilities (449) 601
------- -------
Cash provided by operating activities 8,141 5,343
INVESTING ACTIVITIES
Capital expenditures (2,795) (4,898)
Deferred software and other costs (254) 14
Proceeds from sales of property, plant and equipment -- 99
------- -------
Cash used in investing activities (3,049) (4,785)
FINANCING ACTIVITIES
Cash transfers from parent company, net (5,129) --
Borrowings under revolving loan agreement -- 600
Repayment of term loan -- (1,250)
------- -------
Cash used in financing activities (5,129) (650)
Net decrease in cash (37) (92)
Cash--beginning of period 37 898
------- -------
CASH--END OF PERIOD $ -- $ 806
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
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 of the
results for the interim period ended June 30 , 1997, have been included.
Operating results for the three- and six-month periods ended June 30 , 1997, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information, refer to the consolidated
financial statements and the notes to consolidated financial statements included
in the Company's annual report on Form 10-K for the year ended December 31,
1996, as filed with the Securities and Exchange Commission, which are
incorporated herein by reference. 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 - INVENTORIES
The components of inventory consist of the following (in thousands):
<TABLE>
<CAPTION>
December 31 June 30
1996 1997
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<S> <C> <C>
Raw materials and supplies $ 1,722 $ 1,279
Work in process 1,758 1,623
Finished products 6,041 5,098
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9,521 8,000
Adjustment to LIFO Cost 570 269
------- -------
$10,091 $ 8,269
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</TABLE>
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NOTE C - CONTINGENCIES
CERAMIC FIBERS
Regulatory agencies and others, including the Company, are currently conducting
scientific research to determine the potential health impact resulting from the
inhalation of airborne ceramic fibers. To date, the results of this research
have been inconclusive as to whether or not ceramic fiber exposure presents an
unreasonable risk to humans. Although not required to do so, management of the
Company intends to begin preparations in 1997 for a study either separately or
in conjunction with other producers of ceramic fibers, to evaluate, among other
things, the physical properties of ceramic fibers having a redesigned chemistry.
Various legal proceedings and claims have been made against manufacturers of
ceramic fibers, including the Company, alleging death or personal injury 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 is presently not determinable.
Consistent with customary practice among manufacturers of ceramic fiber
products, the Company has entered into agreements with distributors of its
product whereby the Company has agreed to indemnify the 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 Unifrax Corporation Recapitalization Agreement
("Recapitalization Agreement"), BP America Inc. and certain of its affiliates
(collectively "BPA"), has agreed to indemnify the Company against liabilities
for personal injury and wrongful death attributable to exposure prior to the
Closing to refractory ceramic fibers manufactured by the Company. BPA has agreed
to indemnify the Company against all liabilities arising from exposure claims
pending at the time of the Closing. For all other claims arising from alleged
exposure occurring solely prior to Closing, BPA 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 BPA has agreed to indemnify the Company
against 100% of such losses. BPA has agreed to indemnify the Company against all
punitive damages attributable to the conduct of the Company prior to Closing.
Where losses arise from alleged exposure both before and after Closing, the
losses will be allocated between BPA and the Company, pro rata, based on the
length of exposure or pursuant to arbitration if initiated by the Company.
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 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 Closing.
ENVIRONMENTAL MATTERS
The Company is subject to loss contingencies pursuant to various federal, state
and local environmental laws and regulations. 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.
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Under the terms of the Recapitalization Agreement, BPA 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 existing as of the Closing Date.
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, to have a material adverse effect on its
financial position.
The Company owned a site in Sanborn, NY, at which extensive remediation activity
is currently being undertaken. The site has been used by a number of former
Carborundum operations other than the Company, as a result of which, certain
contamination is present in the soil. Neither past nor current operations of the
Company are believed to have contributed to, or to be contributing to, the
existence of the contamination. BPA has assumed responsibility for implementing
remedial activities specified by the State of New York which required removal of
the contamination, chiefly by means of soil vapor extraction. Efforts to
remediate the site are expected to continue for some time, at a cost to BPA of
approximately $12.5 million. Under the terms of an agreement, BPA has taken
title to and assumed liability for the remediation of this property as of
October 30, 1996. Unifrax leases a portion of the present manufacturing
facilities on this site.
LEGAL PROCEEDINGS
The Company is involved in litigation relating to claims arising out of its
operations in the normal course of business, including product liability claims.
From time to time the Company has been named as a defendant in lawsuits
involving alleged injury suffered from exposure to ceramic fiber. The Company
believes that it is not presently a party to any litigation the outcome of which
would have a material adverse effect on its financial condition or results of
operations. Pursuant to the Recapitalization Agreement, BPA agreed to indemnify
the Company, subject to certain limitations, against all currently known
lawsuits and certain future lawsuits alleging exposure to ceramic fiber
(reference is made to the information appearing under the heading "Relationship
with BP and its Subsidiaries" in Item 13 of the report on Form 10K for the
Unifrax Corporation for the year 1996 which is hereby incorporated herein by
reference).
Various other legal proceedings and claims have been made against the Company in
the ordinary course of business. While the amounts could be material to the
results of operations in the period recognized, in the opinion of management of
the Company, the ultimate liability, if any, resulting from such matters will
not have a material adverse effect on the Company's financial position.
NOTE D - COMMON STOCK
Effective April 21, 1997, the shareholders of Unifrax Corporation authorized an
amendment to the Certificate of Incorporation of Unifrax Corporation reducing
the number of authorized common shares from 50,000 shares to 40,000 shares. The
Amendment was approved and executed but not filed with the Secretary of State of
the State of Delaware as of June 30, 1997.
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NOTE E - CUMULATIVE PREFERRED STOCK
Effective April 21, 1997, the shareholders of Unifrax Corporation authorized an
amendment to the Certificate of Incorporation of Unifrax Corporation creating
10,000 shares of cumulative preferred stock with a 6% annual dividend. The
Amendment was approved and executed but not filed with the Secretary of State of
the State of Delaware as of June 30, 1997.
NOTE F - EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income", which is effective for fiscal years beginning
after December 15, 1997. The Company has not yet determined the impact Statement
No. 130 will have on its financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
"Disclosure about Segments of an Enterprise and Related Information", which is
effective for fiscal years beginning after December 15, 1997. The Company does
not expect that Statement No. 131 will have any material effect on its financial
statements.
7
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's Form 10-K annual
report for the year ended December 31, 1996 as filed with the
Securities and Exchange Commission (the "MDA") and Form 10-Q for the
three months ended March 31, 1997, are hereby incorporated by
reference. All capitalized terms used in this Item 2 that are not
defined herein have the meanings given to them in the MDA.
Three Months Ended June 30, 1997 Compared With Three Months Ended
-----------------------------------------------------------------
June 30, 1996
-------------
Prior to February 29, 1996, Unifrax Corporation ("The Company" or
"Unifrax") was known as The Carborundum Company ("Carborundum") and
included a number of divisions and subsidiaries engaged in various
manufacturing businesses. On February 29, 1996, all of the
Carborundum businesses except for Unifrax were sold to Societe
Europeenne des Produits Refractaires and various other units of
Companie de Saint Gobain. Concurrent with the Saint Gobain sale,
Carborundum was renamed Unifrax, which was comprised of the North
American Fibers Division of Carborundum. Prior to February 29, 1996,
Unifrax sold its XPE products to Carborundum operations in Europe and
Brazil, who then sold to the end market. Subsequent to the Saint
Gobain Sale, Unifrax sold these products through indirect wholly
owned subsidiaries of BP in Europe (XPE Vertriebs GmbH) and South
America (NAF Brasil Ltda). In connection with the Recapitalization,
these subsidiaries became subsidiaries of Unifrax.
The results for the second quarter of 1997 also reflect the
Recapitalization of Unifrax on October 30, 1996, and the resulting
revised structure of the company. For further information regarding
the Recapitalization, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1996.
Net sales for the second quarter of 1997 decreased by $0.9 million or
4.0% from $23.6 million in 1996 to $22.7 million in 1997. Strong
demand for bulk fibers to the automotive, metals, and specialties
sectors and growth in specialty products for fire protection were
offset by lower sales in some traditional blanket applications and in
porosity-controlled products due to continuing end user program
design changes and modifications.
Gross profit declined by $0.1 million, or 1.0%, from $11.7 million in
1996 to $11.6 million in 1997. Gross profit as a percentage of net
sales increased from 49.4% in 1996 to 51.0% in 1997. The gross profit
decline was due to the lower sales volume and downward pressure on
prices in the automotive market. As a percentage of sales, gross
profit increased due to fewer outside purchases and resales of
ceramic fiber.
Selling and distribution expenses decreased by $0.1 million, or 3.0%,
from $3.3 million in 1996 to $3.2 million in 1997 as a result of the
lower sales volume. Selling and distribution expense as a percentage
of net sales increased slightly from 13.9% in 1996 to 14.1% in 1997.
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Administration expenses increased by $0.2 million, or 15.0%, from
$1.7 million in 1996 to $1.9 million in 1997. The increase was the
result of the amortization of organization and financing costs
associated with the Recapitalization. Administrative expenses as a
percentage of net sales were 7.2% in 1996 and 8.6% in 1997.
Research and development expenses increased by $0.2 or 29.3%, from
$0.5 million in 1996 to $0.7 million in 1997, increasing as a
percentage of net sales from 2.3% in 1996 to 3.1% in 1997. The higher
expense was due to a planned increase in product testing and
development expenditures for automotive products and for the
development of new fibers.
Operating income decreased by $0.4 million, or 7.0%, from $6.1
million in 1996 to $5.7 million in 1997. Operating income as a
percentage of net sales decreased from 26.1% in 1996 to 25.2% in
1997, as a result of the factors previously indicated.
Interest expense was $3.2 million in 1997, compared to zero in 1996
as a result of borrowings in connection with the Recapitalization.
Interest expense as a percentage of net sales was 14.1% in 1997.
Provision for income taxes decreased $1.5 million, or 60.0%, from
$2.5 million in 1996 to $1.0 million in 1997. The effective income
tax rate decreased from 41.7% in 1996 to 39.6% in 1997, primarily as
a result of lower losses in the foreign subsidiaries, with no
increase in tax liability.
Net income decreased by $2.0 million, or 56.3%, from $3.6 million in
1996 to $1.6 million in 1997, as a result of factors previously
indicated. Net income as a percentage of net sales decreased from
15.1% in 1996 to 6.9% in 1997.
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SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED
-------------------------------------------------------------
JUNE 30, 1996
-------------
Net sales for the first six months of 1997 decreased by $0.5 million
or 1.1% from $45.2 million in 1996 to $44.7 million in 1997. Strong
demand for bulk fibers to the automotive, metals, and specialties
sectors and growth in specialty products for fire protection were
offset by lower sales in some traditional blanket applications and in
porosity-controlled products due to continuing end user program
design changes and modifications.
Gross profit declined by $0.9 million, or 4.1%, from $22.6 million in
1996 to $21.7 million in 1997. Gross profit as a percentage of net
sales decreased from 50.0% in 1996 to 48.5% in 1997. The decline was
due to the lower sales volume and downward pressure on prices in the
automotive market.
Selling and distribution expenses remained constant in 1996 and 1997,
increasing slightly as a percentage of net sales from 14.2% in 1996
to 14.3% in 1997.
Administration expenses and allocated corporate charges increased by
$0.1 million or 3.5% from $3.8 to $3.9 million in 1997. The increase
was due to the amortization of organization and financing costs
associated with the Recapitalization, offset in part by the
elimination of allocated corporate charges. Administration expenses
as a percentage of net sales were 8.4% in 1996 and 8.8% in 1997.
Research and development expenses increased by $0.2 million or 20.3%
from $1.1 million in 1996 to $1.3 million in 1997. The higher expense
was due to a planned increase in testing and development expenditures
for automotive products, and for the development of new fibers.
Research and development expenses as a percentage of net sales were
2.5% in 1996 and 3.0% in 1997.
Operating income decreased by $1.3 million, or 11.4%, from $11.3
million in 1996 to $10.0 million in 1997. Operating income as a
percentage of net sales decreased from 25.0% in 1996 to 22.4% in
1997, as a result of the factors previously indicated.
Interest expense was $6.3 million in 1997, compared to zero in 1996
as a result of borrowings in connection with the Recapitalization.
Interest expense as a percentage of net sales was 14.2% in 1997.
Provision for income taxes decreased $3.2 million, or 67.5%, from
$4.7 million in 1996 to $1.5 million in 1997. The effective income
tax rate decreased from 41.5% in 1996 to 40.9% in 1997, primarily as
a result of lower losses in the foreign subsidiaries, with no
increase in tax liability.
Net income decreased by $4.4 million, or 66.7%, from $6.6 million in
1996 to $2.2 million in 1997, as a result of factors previously
indicated. Net income as a percentage of net sales decreased from
14.7% in 1996 to 4.9% in 1997.
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Liquidity and Capital Resources
-------------------------------
During the six-month period ended June 30, 1997, the Company's cash
flows from operating activities decreased by $2.8 million or 34.4%,
from $8.1 million in 1996 to $5.3 million in 1997. This decrease was
the result of lower net income as a result of interest expense and
the other factors discussed previously, offset in part by higher
depreciation and amortization.
Cash outflows from investing activities increased by $1.8 million, or
56.9%, from $3.0 million in 1996 to $4.8 million in 1997. This
increase was due to higher capital spending on the expansion project
at the New Carlisle, Indiana, facility offset somewhat by lower
capital spending at other facilities and reduced software
expenditures.
Cash outflows from financing activities decreased by $4.5 million
from $5.1 million in 1996 to $0.6 million in 1997. During 1997 the
Company made a voluntary prepayment of principal of $1.3 million on
its Term Loan and borrowed $0.6 million against its $20 million
revolving credit facility. The $0.6 million borrowing was repaid in
full during the first week of July, 1997.
Management believes that cash flows from operations and the available
credit facility will be sufficient to fund operating and capital
expenditure needs for 1997.
Effects of New Accounting Pronouncements
----------------------------------------
In June 1997, the Financial Accounting Standards issued Statement No.
130, "Reporting Comprehensive Income", which is effective for fiscal
years beginning after December 15, 1997. The Company has not yet
determined the impact Statement No. 130 will have on its financial
statements.
In June 1997, the Financial Accounting Standards Board issued
Statement No. 131, "Disclosure about Segments of an Enterprise and
Related Information", which is effective for fiscal years beginning
after December 15, 1997. The Company does not expect that Statement
No. 131 will have any material effect on its financial statements.
11
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
Note E of notes to the condensed consolidated financial statements
included in this report is incorporated herein by reference.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Security Holders approved on April 21, 1997, the Certificate of
Amendment to the Certificate of Incorporation authorizing the
creation of 10,000 shares of cumulative preferred stock, and
reducing the authorized shares of common stock from 50,000 shares
to 40,000 shares. The Amendment was approved and executed but not
filed with the Secretary of State of the State of Delaware as of
June 30, 1997.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1* Unifrax Corporation Recapitalization Agreement
3.1* Certificate of Incorporation of the Registrant
3.2* By-laws of the Registrant
4.1* Form of Indenture (including form of Note)
10.1* Form of Loan and Security Agreement among Unifrax
Corporation, Bank of America Illinois and the lenders
party thereto (Credit Agreement)
10.1a** First Amendment to Loan and Security Agreement
10.2* 1996 Stock Option Plan
10.2a** Unifrax Corporation Noncompetition Agreement
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10.3* Lease relating to Tonawanda plant
10.4* Lease relating to Amherst plant
10.5* Sanborn Lease
10.6* Covenant Not to Compete between The British Petroleum
Company p.l.c., its affiliates, and the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires, and its affiliates (portions of this
Exhibit have been omitted and will be filed separately
with the Commission pursuant to a request for
confidential treatment)
10.7* Product Distribution Agreement between the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires (portions of this Exhibit have been
omitted and will be filed separately with the
Commission pursuant to a request for confidential
treatment)
10.8* Distributed Product License Agreement between the
Unifrax Corporation and Societe Europeenne des Produits
Refractaires (portions of this Exhibit have been
omitted and will be filed separately with the
Commission pursuant to a request for confidential
treatment)
10.9* License Agreement between the Unifrax Corporation and
Societe Europeenne des Produits Refractaires (portions
of this Exhibit have been omitted and will be filed
separately with the Commission pursuant to a request
for confidential treatment)
10.10* Trademark License and Consent Agreement between the
Unifrax Corporation and Societe Europeenne des
Produits Refractaires
10.11* Conversion Agreement between the Unifrax Corporation
and Societe Europeenne des Produits Refractaires
(portions of this Exhibit have been omitted and will be
filed separately with the Commission pursuant to a
request for confidential treatment)
10.12* XPE(TM) License Agreement between the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires
10.13* Form of Covenant Not to Compete between Holding and BP
10.14* Form of Stockholders Agreement among the Company, BPX
and Holding
10.15* Tax Sharing Agreement between the Company and Holding
10.16* Advisory Services Agreement between the Company and
Kirtland Capital Corporation
10.17* Form of BP Note
21.1** Subsidiaries of the Registrant
27.1 Financial Data Schedule
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* Incorporated by reference to the exhibits filed with the
Registration Statement on Form S-1 of Unifrax Investment
Corp. for 1996 for Unifrax Corporation (Registration No.
333-10611)
** Incorporated by reference to the exhibits filed with Form
10-K for 1996 for Unifrax Corporation (Registration No.
333-10611).
(b) No reports on Form 8-K have been filed during the period
covered by this report.
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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
By: /s/ William P. Kelly
----------------------------------
William P. Kelly, President and
Chief Executive Officer
By: /s/ Mark D. Roos
----------------------------------
Mark D. Roos, Vice President
and Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNIFRAX
CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30,
1997, AND THEIR CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD ENDED
JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 806
<SECURITIES> 0
<RECEIVABLES> 16,056
<ALLOWANCES> (1,066)
<INVENTORY> 8,269
<CURRENT-ASSETS> 29,844
<PP&E> 67,456
<DEPRECIATION> (31,757)
<TOTAL-ASSETS> 92,451
<CURRENT-LIABILITIES> 12,085
<BONDS> 126,500
<COMMON> 0
0
0
<OTHER-SE> (49,745)
<TOTAL-LIABILITY-AND-EQUITY> 92,451
<SALES> 44,700
<TOTAL-REVENUES> 44,700
<CGS> 23,022
<TOTAL-COSTS> 23,022
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,344
<INCOME-PRETAX> 3,737
<INCOME-TAX> 1,529
<INCOME-CONTINUING> 2,208
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,208
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
