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, 2000
Commission File Number: 333-10611
UNIFRAX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1535916
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
2351 Whirlpool Street, Niagara Falls, NY 14305-2413
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(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 _____
<PAGE>
Unifrax Corporation
Form 10-Q
Index
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
June 30, 2000 and December 31, 1999..........................1
Condensed Consolidated Statements of Income for the
Three-month and six-month periods
ended June 30, 2000 and 1999.................................2
Condensed Consolidated Statements of Cash Flows for the
Six-months ended June 30, 2000 and 1999......................3
Notes to Condensed Consolidated Financial Statements..............4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.....................8
Item 3. Qualitative and Quantitative Disclosure About Market Risk........10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................11
Item 2. Changes in Securities and Use of Proceeds........................11
Item 3. Defaults on Senior Securities .................................11
Item 4. Submission of Matters to a Vote of Security Holders .............11
Item 5. Other Information................................................11
Item 6. Exhibits and Reports on Form 8-K.................................11
Signatures....................................................................12
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unifrax Corporation
Condensed Consolidated Balance Sheets
(Unaudited - In Thousands, Except Share Data)
<TABLE>
<S> <C> <C>
December 31 June 30
1999 2000
---- ----
ASSETS
Current assets:
Accounts receivable, less allowances of $821
and $614, respectively $ 14,697 $ 14,735
Inventories 9,403 9,335
Deferred income taxes 2,705 2,705
Prepaid expenses and other current assets 233 370
-----------
Total current assets 27,038 27,145
Property, plant and equipment, at cost 76,455 78,086
Less accumulated depreciation and amortization (40,854) (42,830)
----------- ----------
35,601 35,256
Deferred income taxes 19,334 17,143
Financing costs, net of accumulated amortization
of $2,392 and $2,767, respectively 2,529 2,307
Other assets 76 69
------------- -----------
$ 84,578 $ 81,920
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long term debt 6,250 1,750
Accounts payable 3,642 2,528
Accrued expenses 7,699 8,260
----------- ----------
Total current liabilities 17,591 12,538
Long term debt 100,900 99,200
Accrued postretirement benefit cost 3,356 3,413
Other long-term obligations 162 164
-----------
Total liabilities 122,009 115,315
STOCKHOLDERS' DEFICIT
Common stock--$.01 par value; shares authorized--40,000;
shares issued and outstanding--20,000 -- --
Redeemable convertible cumulative preferred stock--voting $.01 par value;
shares authorized--10,000, shares issued and outstanding--1,666.67
(aggregate liquidation preference of $2,836 and $2,911, respectively,
including dividends in arrears) -- --
Additional paid-in capital 42,520 42,520
Accumulated deficit (79,387) (75,280)
Accumulated other comprehensive income (564) (635)
----------- -----------
Total stockholders' deficit (37,431) (33,395)
-----------
$ 84,578 $ 81,920
===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Unifrax Corporation
Condensed Consolidated Statements of Income
(Unaudited - In Thousands)
<TABLE>
<S> <C> <C>
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
1999 2000 1999 2000
---- ---- ---- ----
Net sales $ 20,520 $ 22,782 $ 41,693 $ 46,776
Cost of goods sold 10,755 10,982 21,978 22,319
------ -------- -------- --------
Gross margin 9,765 11,800 19,715 24,457
Selling, general and
administration expenses 5,299 6,353 11,076 12,776
------ -------- -------- --------
Operating income 4,466 5,447 8,639 11,681
Other expense, net (53) (27) (135) (32)
------ -------- -------- --------
Income before interest expense
and income taxes 4,413 5,420 8,504 11,649
Interest expense (2,858) (2,672) (5,789) (5,340)
------ -------- -------- --------
Income before income taxes 1,555 2,748 2,715 6,309
Provision for income taxes 558 965 1,057 2,202
------ -------- -------- --------
Net income $ 997 $ 1,783 $ 1,658 $ 4,107
====== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Unifrax Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited - In Thousands)
<TABLE>
<S> <C>
Six Months Ended June 30
1999 2000
------------------------
OPERATING ACTIVITIES
Net income $ 1,658 $ 4,107
Depreciation and amortization 2,762 2,585
Other adjustments and changes in operating assets and liabilities 578 2,471
------- ---------
Cash provided by operating activities 4,998 9,163
INVESTING ACTIVITIES
Capital expenditures (1,899) (2,827)
Other 21 (136)
------- ---------
Cash used in investing activities (1,878) (2,963)
FINANCING ACTIVITIES
Repurchase of Senior Notes (2,000) 0
Borrowings under revolving loan 18,850 13,350
Repayments of revolving loan (18,550) (15,050)
Repayment of term loan (1,000) (4,500)
------- ---------
Cash used in financing activities (2,700) (6,200)
Net change in cash 420 0
Cash--beginning of period 43 0
------- ---------
Cash--end of period $ 463 $ 0
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Unifrax Corporation
Notes to Condensed Consolidated Financial Statements
June 30, 2000
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, 2000, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the consolidated financial statements
and the notes thereto for the year ended December 31, 1999, 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 - INVENTORIES
The components of inventory consist of the following (in thousands):
December 31 June 30
1999 2000
------------ -------
Raw materials and supplies $ 4,006 $ 3,367
Work in process 1,480 1,495
Finished products 3,459 3,969
------- -------
8,945 8,831
Adjustment to LIFO Cost 458 504
------- -------
$ 9,403 $ 9,335
======= =======
<PAGE>
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, studies of workers
withoccupational exposure to airborne ceramic fiber have found no clinically
significant relationship between prior or current exposure to ceramic fiber and
disease in humans; however, independent animal studies have indicated that
ceramic fiber inhaled by test animals at elevated doses can produce respiratory
disease, including cancer. The results of this research 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 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 whereby it agreed to indemnify the 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 the 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
Closing. For all other claims arising from alleged exposure occurring solely
prior to 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 Closing. Where
losses arise from alleged exposure both before and after 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 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. 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.
<PAGE>
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.
The Company may be named as a potentially responsible party ("PRP") pursuant to
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended ("CERCLA" or "Superfund") or comparable state law in connection with
off-site disposal of hazardous substances at three sites, and 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 sites
at which the Company is a potential PRP 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 may have potential off-site liability 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.
PCB Inc., Site. The New Carlisle, Indiana, facility received a request for
information from the EPA in 1994 concerning potential responsibility for cleanup
of the PCB Treatment site located in Kansas City, Kansas and Kansas City,
Missouri. Records indicate that a number of capacitors from the New Carlisle
facility of the Company were sent to the PCB Treatment site. A response
documenting the timely destruction of those materials was submitted to the EPA.
In September 1997 the EPA contacted BP America via letter to verify that a total
of 10,900 pounds of capacitors and transformers had been sent to the site by BP
America/Carborundum. No additional information on clean-up timing or cost has
since been received. Based on the total pounds delivered by all parties to the
site, the liability, if any, ultimately attributable to BP America or the
Company is not expected to have a material adverse effect on the Company's
financial position.
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 under $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 soil vapor extraction, 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 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 costscould 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.
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-Closing asbestos exposure. None of the current or past products of Unifrax
are asbestos-containing materials, as defined by OSHA (29 CFR 1900.1001(b)). For
these claims related to pre-Closing Carborundum Company matters, BP America has
responsibility under the Recapitalization Agreement and is managing the claims
directly.
NOTE D - COMPREHENSIVE INCOME
Comprehensive income for the three-month and six-month periods ended June 30,
1999 and 2000 consisted of the following (in thousands):
<TABLE>
<S> <C> <C>
Three months ended June 30 Six months ended June 30
1999 2000 1999 2000
---- ---- ---- ----
Net income $ 997 $ 1,783 $ 1,658 $ 4,107
Change in foreign currency
translation adjustment (34) (31) (223) (71)
------ ------- ------- -------
Comprehensive income $ 963 $ 1,752 $ 1,435 $ 4,036
====== ======= ======= =======
</TABLE>
NOTE E - SUBSEQUENT EVENTS
On July 31, 2000, the Company announced that it had entered into a definitive
agreement to acquire Carborundum Insulation Technology, the worldwide ceramic
fibers business of Compagne de Saint-Gobain. The acquisition, which will be
financed through a combination of bank debt and seller financing, is expected to
close by the end of the third quarter of 2000.
<PAGE>
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, the risks associated with international operations, the impact
of environmental regulations on the Company's operations and property and
related governmental regulations, and the continuing availability of
certain raw materials.
Three Months Ended June 30, 2000 Compared With Three Months Ended June 30,
1999
Net sales for the second quarter of 2000 increased by $2.3 million or 11.0%
from $20.5 million in 1999 to $22.8 million in 2000, due to higher sales in
some traditional market applications, including petrochemicals and steel,
and in automotive catalytic converter support systems, offset by lower
sales in porosity-controlled products due to changes in automotive industry
airbag system designs.
Gross profit increased by $2.0 million, or 20.8%, from $9.8 million in 1999
to $11.8 million in 2000. Gross profit as a percentage of net sales
increased from 47.6% in 1999 to 51.8% in 2000. The gross profit increase
was due to the higher sales and improved plant operating efficiencies and
lower overall production costs.
Selling, general and administration expenses increased by $1.1 million, or
19.9%, from $5.3 million in 1999 to $6.4 million in 2000, primarily as a
result of increased provisions for incentive compensation in 2000, and
nonrecurring reductions of liabilities associated with the product
stewardship programs and retiree medical and insurance programs in 1999.
Selling, general and administration expense as a percentage of net sales
increased from 25.8% in 1999 to 27.9% in 2000.
Operating income increased by $1.0 million, or 22.0%, from $4.5 million in
1999 to $5.5 million in 2000. Operating income as a percentage of net sales
increased from 21.8% in 1999 to 23.9% in 2000, as a result of the factors
previously indicated.
<PAGE>
Interest expense decreased by $0.2 million, or 6.5% from $2.9 million in
1999 to $2.7 million in 2000 due to the lower level of long term debt,
offset in part by higher interest rates on certain variable rate
borrowings. Interest expense decreased as a percentage of net sales from
13.9% in 1999 to 11.7% in 2000.
Provision for income taxes increased by $0.4 million or 72.9% from $0.6
million in 1999 to $1.0 million in 2000. The effective income tax rate
decreased from 35.9% in 1999 to 35.1% in 2000.
Net income increased by $0.8 million or 78.8% from $1.0 million in 1999 to
$1.8 million in 2000, as a result of the factors previously indicated. Net
income as a percentage of net sales increased from 4.9% in 1999 to 7.8% in
2000.
Six Months Ended June 30, 2000 Compared With Six Months Ended June 30, 1999
Net sales for the first six months of 2000 increased by $5.1 million or
12.2% from $41.7 million in 1999 to $46.8 million in 2000 due to higher
sales in some traditional markets, including petrochemical and steel, and
in automotive catalytic converter support systems, offset by lower sales in
porosity-controlled products due to changes in automotive industry airbag
system designs.
Gross profit increased by $4.8 million, or 24.1% from $19.7 million in 1999
to $24.5 million in 2000. Gross profit as a percentage of net sales
increased from 47.3% in 1999 to 52.3% in 2000. The gross profit increase
was due to the higher sales volume and improved plant operating
efficiencies and lower overall production costs.
Selling, general and administration expenses increased by $1.7 million or
15.3% from $11.1 million in 1999 to $12.8 million in 2000, increasing as a
percentage of net sales from 26.6% in 1999 to 27.3% in 2000, primarily as a
result of increased provisions for incentive compensation in 2000, and
nonrecurring reductions of liabilities associated with the product
stewardship programs and retiree medical and insurance programs in 1999.
Operating income increased by $3.1 million, or 35.2% from $8.6 million in
1999 to $11.7 million in 2000. Operating income as a percentage of net
sales increased from 20.7% in 1999 to 25.0% in 2000, as a result of the
factors previously indicated.
Interest expense decreased by $0.5 million or 7.8% from $5.8 million in
1999 to $5.3 million in 2000 due to the lower level of long term debt
offset in part by higher interest rates on certain variable rate
borrowings. Interest expense as a percentage of net sales decreased from
13.9% in 1999 to 11.4% in 2000.
Provision for income taxes increased by $1.1 million or 108.3% from $1.1
million in 1999 to $2.2 million in 2000. The effective income tax rate
decreased from 38.9% in 1999 to 34.9% in 2000, primarily as a result of the
effective income tax rates of the Company's foreign subsidiaries.
Net income increased by $2.4 million or 147.7% from $1.7 million in 1999 to
$4.1 million in 2000, as a result of higher sales volume and the factors
previously indicated. Net income as a percentage of net sales increased
from 4.0% in 1999 to 8.8% in 2000.
Liquidity and Capital Resources
During the six-month period ended June 30, 2000, the Company's cash flows
from operating activities increased by $4.2 million or 83.3%, from $5.0
million in 1999 to $9.2 million in 2000. This increase was primarily the
result of the higher net income.
Cash used by investing activities increased by $1.1 million, or 57.8%, from
$1.9 million in 1999 to $3.0 million in 2000, due to higher capital
spending related principally to the Company's capacity expansion project at
its Tonawanda, New York facility.
Cash used by financing activities increased by $3.5 million from $2.7
million in 1999 to $6.2 million in 2000. During 2000 the Company repaid
$4.5 million of its term loan.
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 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, 1999, the Company had Federal and State net operating loss
carryforwards totaling approximately $15.5 million which will be available
to offset future taxable income. These net operating loss carryforwards
expire in 2011 through 2019.
Legal Proceedings
Reference is made to the information included in Note C to the 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
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The
intended use of the derivative and its designation as either a fair value
hedge, a cash flow hedge, or a foreign currency hedge, will determine when
the gains or losses on the derivatives are to be reported in earnings and
when they are to be reported as a component of other comprehensive income.
The new standard must be adopted for year 2001 financial reporting. The
Company has not yet adopted the standard and the impact of compliance with
SFAS No. 133 has not yet been determined.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the information included in Note C to the
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
27.1 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the period covered
by this report.
<PAGE>
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: 08/11/00 By: /s/ William P. Kelly
------------------------ -------------------------------
William P. Kelly, President and
Chief Executive Officer
Date: 08/11/ 00 By: /s/ Mark D. Roos
--------------------------- -------------------------------
Mark D. Roos, Vice President
and Chief Financial Officer
