SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 0-15899
WELLMAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-1671740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1040 Broad Street, Shrewsbury, NJ 07702
(Address of principal executive offices)
(908) 542-7300
(Registrant's telephone number, including area code)
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 _
As of November 4, 1994, there were 33,169,804 shares of the registrant's
common stock, $.001 par value, issued and outstanding and no shares of Class B
common stock outstanding.
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WELLMAN, INC.
INDEX
Page No.
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
Condensed Consolidated Statements of Income -
For the three and nine months ended September 30, 1994 and 1993 . 2
Condensed Consolidated Balance Sheets -
September 30, 1994 and December 31, 1993. . . . . . . . . . . . . 3
Condensed Consolidated Statements of Stockholders' Equity. . . . . . . 4
Condensed Consolidated Statements of Cash Flows -
For the nine months ended September 30, 1994 and 1993 . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . . . . 6 - 8
ITEM 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . .9 - 11
PART II - OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 12 - 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
<TABLE>
<CAPTION>
WELLMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------ ------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $232,955 $210,151 $685,337 $632,124
Cost of sales 180,361 168,557 535,670 494,901
-------- -------- -------- --------
Gross profit 52,594 41,594 149,667 137,223
Selling, general and administrative
expenses 20,629 21,282 63,180 61,820
-------- -------- -------- --------
Operating income 31,965 20,312 86,487 75,403
Interest expense, net 3,027 3,862 10,338 12,717
Gain on sale of Wellstar -- -- -- 12,386
-------- -------- -------- --------
Earnings before income taxes and
cumulative effect of changes in
accounting principles 28,938 16,450 76,149 75,072
Income taxes 11,621 9,394 31,450 33,430
-------- -------- -------- --------
Earnings before cumulative effect
of changes in accounting principles 17,317 7,056 44,699 41,642
Cumulative effect of changes in
accounting principles, net of
income taxes -- -- -- (9,010)
-------- -------- -------- --------
Net earnings $ 17,317 $ 7,056 $ 44,699 $ 32,632
======== ======== ======== ========
Earnings per common share:
Before cumulative effect of changes
in accounting principles $ 0.52 $ 0.21 $ 1.34 $ 1.27
Cumulative effect of changes in
accounting principles -- -- -- (0.27)
-------- -------- -------- --------
Net earnings per common share $ 0.52 $ 0.21 $ 1.34 $ 1.00
======== ======== ======== ========
Average common shares 33,535 32,923 33,331 32,861
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
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<TABLE>
<CAPTION>
WELLMAN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
SEPTEMBER 30, DECEMBER 31,
1994 1993
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,688 $ 18,751
Accounts receivable, less allowance
of $4,172 in 1994 and $4,232 in 1993 116,846 96,599
Inventories 119,234 133,391
Prepaid expenses and other current assets 6,871 4,995
------------ ------------
Total current assets 261,639 253,736
Property, plant and equipment, at cost:
Land, buildings and improvements 100,605 94,652
Machinery and equipment 536,879 489,516
------------ ------------
637,484 584,168
Less accumulated depreciation 196,763 163,627
------------ ------------
Property, plant and equipment, net 440,721 420,541
Cost in excess of net assets acquired, net 303,289 309,395
Other assets, net 22,869 31,575
------------ ------------
$ 1,028,518 $ 1,015,247
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 44,482 $ 51,882
Accrued liabilities 30,190 27,019
Deferred income taxes 482 482
Current portion of long-term debt 20,115 18,594
------------ ------------
Total current liabilities 95,269 97,977
Long-term debt 258,181 294,173
Deferred income taxes 81,888 82,067
Other liabilities 35,925 34,524
------------ ------------
Total liabilities 471,263 508,741
Stockholders' equity:
Common stock, $.001 par value; 55,000,000
shares authorized, 33,111,709 shares
issued and outstanding in 1994 and
32,780,018 in 1993 33 33
Paid-in capital 221,553 215,179
Foreign currency translation adjustments 5,376 96
Retained earnings 330,293 291,198
------------ ------------
Total stockholders' equity 557,255 506,506
------------ ------------
$ 1,028,518 $ 1,015,247
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
WELLMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
COMMON STOCK CURRENCY
------------------ PAID-IN TRANSLATION RETAINED
SHARES AMOUNT CAPITAL ADJUSTMENTS EARNINGS TOTAL
---------- ------ --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 32,523,650 $ 33 $ 210,180 $ 7,416 $ 265,639 $ 483,268
Net earnings 31,444 31,444
Cash dividends ($0.18 per share) (5,885) (5,885)
Exercise of stock options 54,748 674 674
Contribution of common stock
to employee stock ownership
and benefit plans 200,286 4,065 4,065
Issuance of restricted stock 1,334 26 26
Tax effect of exercise of
stock options 234 234
Currency translation adjustments (7,320) (7,320)
---------- ------ --------- ----------- --------- ---------
Balance at December 31, 1993 32,780,018 $ 33 $ 215,179 $ 96 $ 291,198 $ 506,506
Net earnings 44,699 44,699
Cash dividends ($0.17 per share) (5,604) (5,604)
Exercise of stock options 177,854 3,106 3,106
Contribution of common stock to
employee stock ownership and
benefit plans 153,170 3,246 3,246
Issuance of restricted stock 667 22 22
Currency translation adjustments 5,280 5,280
---------- ------ --------- ----------- --------- ---------
Balance at September 30, 1994 33,111,709 $ 33 $ 221,553 $ 5,376 $ 330,293 $ 557,255
========== ====== ========= =========== ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WELLMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(In thousands)
1994 1993
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 44,699 $ 32,632
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Cumulative effect of changes in accounting
principles -- 9,010
Depreciation 33,127 30,546
Amortization 10,260 11,296
Deferred income taxes (345) 2,245
Gain on sale of Wellstar -- (12,386)
Changes in assets and liabilities 1,684 (18,392)
--------- ---------
Net cash provided by operating activities 89,425 54,951
--------- ---------
Cash flows from investing activities:
Businesses acquired -- (8,780)
Additions to property, plant and equipment (53,704) (74,998)
Proceeds from sale of Wellstar -- 33,000
Decrease in restricted cash 4,561 13,362
--------- ---------
Net cash used in investing activities (49,143) (37,416)
--------- ---------
Cash flows from financing activities:
Net repayments of long-term debt (34,957) (1,163)
Dividends paid on common stock (5,604) (4,247)
--------- ---------
Net cash used in financing activities (40,561) (5,410)
--------- ---------
Effect of exchange rate changes on cash
and cash equivalents 216 (316)
--------- ---------
Increase (decrease) in cash and cash equivalents (63) 11,809
Cash and cash equivalents at beginning of period 18,751 1,749
--------- ---------
Cash and cash equivalents at end of period $ 18,688 $ 13,558
========= =========
Supplemental cash flow data:
Cash paid during the period for:
Interest expense $ 11,915 $ 12,629
Income taxes $ 30,739 $ 27,767
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
WELLMAN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information for the three and nine months ended
September 30, 1994 and 1993 is unaudited)
(In thousands, except per share data)
1. BASIS OF PRESENTATION
The results of operations for the three and nine month periods are not
necessarily indicative of those for the full year.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements are presented on a basis consistent with
the audited statements, and all adjustments, which consist only of normal
recurring adjustments necessary to present fairly the financial position and
the results of operations for the periods indicated, have been reflected.
2. ACCOUNTING CHANGES
Environmental Liabilities
During 1993, the Financial Accounting Standards Board's Emerging Issues
Task Force (EITF) issued EITF Abstract No. 93-5, "Accounting for
Environmental Liabilities" (EITF 93-5). The Company adopted the provisions
of EITF 93-5 effective January 1, 1993.
EITF 93-5 provides that an environmental liability should be evaluated
independently from any potential claim for recovery (a two-event approach)
and that the loss arising from the recognition of an environmental liability
should be reduced only when a claim for recovery is probable of realization.
Current accounting standards provide a general presumption that disputed
claims for recovery are not probable of realization. Under practice prior
to the issuance of EITF 93-5, some companies, including the Company, offset
reasonably possible recoveries against probable losses. As a result of the
issuance of EITF 93-5, this accounting treatment is no longer permitted.
The cumulative effect as of January 1, 1993 of adopting the provisions
of EITF 93-5 was a charge to net earnings of $6,820 ($0.20 per share), net
of the related income tax effect of $4,180.
Inventory Valuation
During 1993, the Company changed its method of applying the lower of
cost or market rule to certain slow-moving and discontinued waste raw
material inventory which is valued using the LIFO dollar value method. In
prior years, the Company used the aggregate method in applying the lower of
cost or market rule to such inventories and in 1993 changed to the
item-by-item method.
The Company believes the new method of accounting is preferable because
it provides a better matching of costs and revenue and results in a more
conservative valuation of slow-moving and discontinued waste raw material
inventory.
The cumulative effect as of January 1, 1993 of this change in accounting
was a charge to net earnings of $2,190 ($0.07 per share), net of the related
income tax effect of $1,342.
6
<PAGE>
WELLMAN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information for the three and nine months ended
September 30, 1994 and 1993 is unaudited)
(In thousands, except per share data)
3. EARNINGS PER COMMON SHARE
Earnings per common share is based on the average number of common and
common equivalent shares outstanding.
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
--------- ---------
<S> <C> <C>
Finished and semi-finished goods $ 60,031 $ 53,083
Raw materials 46,634 72,723
Supplies 13,619 12,467
--------- ---------
120,284 138,273
Less adjustments of certain
inventories to a LIFO basis 1,050 4,882
--------- ---------
$ 119,234 $ 133,391
========= =========
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
The Company's operations are subject to extensive and changing federal
and state environmental regulations governing air emissions, wastewater
discharges and solid and hazardous waste management activities. The
Company's policy is to accrue environmental and cleanup-related costs of a
non-capital nature when it is both probable that a liability has been
incurred and the amount can reasonably be estimated. While it is often
difficult to reasonably quantify future environmental-related expenditures,
the Company currently estimates its non-capital expenditures related to
environmental matters will range between $13,000 and $27,000. Such
expenditures are expected to occur over a significant number of future
years. In connection with these expenditures, the Company has accrued
$17,800 at September 30, 1994, representing management's best estimate of
probable non-capital environmental expenditures. In addition, capital
expenditures aggregating approximately $13,000 to $18,000 may be required
over the next several years related to currently existing environmental
matters.
The Company is obligated to remediate environmental problems which existed
at some of its manufacturing facilities prior to their acquisition by the
Company. The Company has escrow funds and indemnification agreements with
the prior owners of these facilities, which may result in reimbursement of a
significant portion of the environmental liabilities. However, as discussed
in note 2, current accounting standards generally permit companies to record
only uncontested claims for reimbursement of environmental liabilities.
7
<PAGE>
WELLMAN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information for the three and nine months ended
September 30, 1994 and 1993 is unaudited)
(In thousands, except per share data)
6. INVESTMENT IN UNCONSOLIDATED PARTIALLY-OWNED COMPANY
In March 1993, the Company sold its 43.7% ownership interest in Wellstar
Holding, B.V. for $33,000. The transaction resulted in a gain, before
applicable income taxes, of approximately $12,386. The sale of Wellstar
increased net earnings by approximately $7,300, or $0.22 per share.
8
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WELLMAN, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1993
Net sales for the three months ended September 30, 1994 were $233.0 million
compared to $210.2 million for the three months ended September 30, 1993. Sales
for the Company's domestic Fibers Division increased primarily as a result of
higher polyester sales volumes and, to a lesser extent, higher selling prices
for waste-based products. Higher volumes were primarily the result of the
expansion of polyester yarn capacity that was completed during the first quarter
of 1994. At Wellman International Limited (WIL), Wellman's Irish subsidiary,
sales increased due to increased volume resulting from strong demand and
production efficiencies and, to a lesser extent, higher selling prices. Sales
for the Manufactured Products Group (MPG) increased in the third quarter of 1994
compared to the third quarter of 1993 due to sales of higher priced bottle resin
by the Polymer Products Division and stronger product demand for wool sales in
1994 compared to 1993. At New England CRInc (CRInc), sales increased due to
significantly higher commodity prices and increased volumes at the division's
material recovery facilities.
Gross profit for the three months ended September 30, 1994 was $52.6
million, or approximately 22.6% of sales, compared to $41.6 million, or
approximately 19.8% of sales, for the three months ended September 30, 1993.
Gross profit for the Company's fiber businesses increased primarily due to
higher sales volumes and, to a lesser extent, higher selling prices for waste-
based products and lower costs. Lower costs were the result of reduced spending
and lower raw material purchase costs primarily at the Company's waste-based
fiber businesses. At WIL, gross profit increased primarily as a result of the
aforementioned increased sales. Gross profit for the MPG increased due to
higher gross profit for the Polymer Products Division resulting from the sale of
bottle resin.
Selling, general and administrative expenses were $20.6 million, or
approximately 8.9% of sales, for the three months ended September 30, 1994,
compared to $21.3 million, or approximately 10.1% of sales, for the three months
ended September 30, 1993.
As a result of the foregoing, operating income was $32.0 million for the
three months ended September 30, 1994 compared to $20.3 million for the same
period of 1993.
Net interest expense for the three months ended September 30, 1994 was $3.0
million compared to $3.9 million for the three months ended September 30, 1993.
Interest expense was favorably impacted by a decrease in outstanding borrowings
while being partially offset by increasing interest rates.
During the third quarter of 1993, the maximum corporate income tax rate
increased from 34% to 35% resulting in an increase in income taxes of $2.7
million for the quarter, which had a negative impact on net earnings of
approximately $0.08 per share.
As a result of the foregoing, net earnings for the third quarter of 1994
were $17.3 million, or $0.52 per share, compared to $7.1 million, or $0.21 per
share, for the third quarter of 1993.
9
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1993
Net sales for the nine months ended September 30, 1994 were $685.3 million
compared to $632.1 million for the nine months ended September 30, 1993. Sales
for the Company's domestic Fibers Division increased due to higher polyester
sales volumes, which more than offset lower polyester selling prices. Higher
domestic volumes were the result of continued strong product demand, reduced
finished goods inventories and the aforementioned expansion of polyester yarn
capacity. At WIL, sales increased primarily due to an increase in volumes.
Sales for the MPG increased in the first nine months of 1994 compared to the
first nine months of 1993 due to stronger product demand for wool sales in 1994
compared to 1993 and increased sales of engineering resins products.
Gross profit for the nine months ended September 30, 1994 was $149.7
million, or approximately 21.8% of sales, compared to $137.2 million, or
approximately 21.7% of sales, for the nine months ended September 30, 1993.
Gross profit for the Company's fibers businesses increased due to the
aforementioned increased sales volumes and, to a lesser extent, lower costs,
which offset lower selling prices. At WIL, gross profit increased due to higher
sales volumes. Gross profit for the MPG increased due to higher gross profits
for the Polymer Products Division and the Wool Division, which more than offset
a decline in gross profit at Creative Forming, Inc.
Selling, general and administrative expenses amounted to $63.2 million, or
approximately 9.2% of sales, for the first nine months of 1994 compared to $61.8
million, or approximately 9.8% of sales, for the first nine months of 1993.
As a result of the foregoing, operating income was $86.5 million for the
first nine months of 1994, compared to $75.4 million for the first nine months
of 1993.
Net interest expense was $10.3 million in the first nine months of 1994
compared to $12.7 million in the first nine months of 1993. Interest expense
was favorably impacted by a reduction in outstanding borrowings while being
partially offset by rising interest rates for borrowings during the period.
During the third quarter of 1993, the maximum corporate income tax rate
increased from 34% to 35% resulting in an increase in income taxes of $2.7
million for the nine months ended September 30, 1993, which had a negative
impact on net earnings of approximately $0.08 per share.
The impact of the cumulative effect of changes in accounting principles and
the gain on sale of Wellstar are discussed in notes 2 and 6, respectively, to
the condensed consolidated financial statements.
As a result of the foregoing, net earnings in the first nine months of 1994
were $44.7 million, or $1.34 per share, compared to $32.6 million, or $1.00 per
share, for the first nine months of 1993.
10
<PAGE>
OUTLOOK
Strong worldwide demand, increasing chemical feedstock costs and higher-
priced cotton continue to put upward pressure on polyester fiber selling prices.
As a result, in September 1994, Wellman initiated additional price increases on
domestic polyester fibers, which may help reduce the impact of significant
increases in chemical feedstock costs expected in the fourth quarter of 1994.
Approximately 58% of Wellman's annual worldwide fiber production is derived from
chemical feedstocks. The remainder is manufactured from recycled raw materials.
In June 1994 Wellman announced plans to increase capacity at its polyester
fiber and PET bottle resin businesses as part of a $500 million, five-year
capital investment program. The Company's program includes process improvements
and capacity expansion at certain facilities in the U.S. and in Ireland.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash from operations of $89.4 million for the nine
months ended September 30, 1994 compared to $55.0 million for the nine months
ended September 30, 1993. The increase in cash from operations was primarily
the result of an increase in net earnings and a reduction of inventories.
Net cash used in investing activities amounted to $49.1 million in the first
nine months of 1994, compared to $37.4 million in the first nine months of 1993.
In 1993, investing activities included $33.0 million of proceeds from the sale
of Wellstar. Capital spending amounted to $53.7 million in 1994 compared to
$75.0 million in 1993.
Net cash used in financing activities amounted to $40.6 million for the
first nine months of 1994 compared to $5.4 million for the first nine months of
1993 reflecting higher net repayments of long-term debt.
The Company's financing arrangements contain normal financial and
restrictive covenants, including restrictions on the payment of dividends and
requirements with respect to working capital, net worth, and the ratio of debt
to capitalization.
The Company's capital investment program includes approximately $80.0
million in planned capital expenditures in 1994. (See "Outlook" section for
future capital expenditure plans.) The exact amount and timing of the capital
spending is difficult to predict, however, as certain projects may extend into
1995 and beyond depending upon equipment delivery and construction schedules.
Wellman completed the expansion of polyester yarn production capacity and the
start-up of a new solid-stating unit to produce PET bottle resin in the first
quarter of 1994. The 1994 capital plan includes funds for the expansion of
monomer and PET resin production capacity and continued equipment upgrades at
the Company's domestic fiber operations.
The Company believes that the financial resources available to it, including
approximately $72.0 million available at September 30, 1994 under its $145.0
million bank credit facility, approximately $7.8 million of restricted cash
resulting from the issuance of economic development revenue bonds (included in
"Other assets, net" in the Company's condensed consolidated balance sheet and
earmarked for recycling-related capital expenditures) and internally generated
funds will be sufficient to meet its foreseeable working capital, capital
expenditure and dividend payment requirements.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4 (a)(1) Restated Certificate of Incorporation (Exhibit 3.1 of the
Company's Registration Statement on Form S-1, File No. 33-13458,
incorporated by reference herein)
4 (a)(2) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 3(a)(2) of the Company's Registration
Statement on Form S-4, File No. 33-31043, incorporated by
reference herein)
4 (a)(3) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 28 of the Company's Registration
Statement on Form S-8, File No. 33-38491, incorporated by
reference herein)
4 (b) By-Laws, as amended (Exhibit 3(b) of the Company's Form 10-K for
the year ended December 31, 1989 incorporated by reference
herein)
4 (c) Loan Agreement dated December 7, 1990 by and between the Company
and Fleet National Bank, as agent, and certain other financial
institutions (Exhibit 4(a) of the Company's Form 10-K for the
year ended December 31, 1990 incorporated by reference herein)
4 (d) Facilities dated December 19, 1991 between WIL and Ulster
Investment Bank Limited (Exhibit 4(m) of the Company's Form 10-Q
for the quarter ended June 30, 1992 incorporated by reference
herein)
4 (e) Registration Rights Agreement dated as of August 12, 1985 by and
among the Company, Teachers Insurance and Annuity Association
of America ("Teachers"), Prudential Insurance Company of
America, Narragansett First Fund, Thomas M. Duff, John L. Dings,
Alex Holder, Calvin Hughes, and Frank McGuire (Exhibit 4.7 of
the Company's Registration Statement on Form S-1, File No.
33-13458, incorporated by reference herein)
4(f) Loan Agreement between South Carolina Jobs - Economic
Development Authority (the "Authority") and the Company dated as
of December 1, 1990 (Exhibit 4(n) of the Company's Form 10-K for
the year ended December 31, 1990 incorporated by reference
herein)
4 (g) First Supplemental Loan Agreement between the Authority and the
Company dated as of April 1, 1991 (Exhibit 4(a) of the Company's
Form 10-Q for the quarter ended June 30, 1991 incorporated by
reference herein)
4 (h) Note Purchase Agreement dated as of June 14, 1991 between the
Company and the Purchasers named in Schedule I thereto (Exhibit
4(b) of the Company's Form 10-Q for the quarter ended June 30,
1991 incorporated by reference herein)
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K, Continued
4 (i) Rights Agreement dated as of August 6, 1991 between the Company
and First Chicago Trust Company of New York, as Rights Agent
(Exhibit 1 to the Company's Form 8-K dated as of August 6, 1991
incorporated by reference herein)
4 (j) Loan Agreement between the Authority and the Company dated as
of June 1, 1992 (Exhibit 4(u) of the Company's Form 10-Q for the
quarter ended June 30, 1992 incorporated by reference herein)
4 (k) Note Purchase Agreement between the Company and Teachers dated
July 28, 1992 (Exhibit 4 (v) of the Company's Form 10-Q for the
quarter ended June 30, 1992 incorporated by reference herein)
4 (l) Loan Agreement between the Authority and the Company dated as
of December 1, 1992 (Exhibit 4 (w) of the Company's Form 10-K
for the year ended December 31, 1992 incorporated by reference
herein)
4 (m) Promissory Note dated May 15, 1992 of the Company to the City of
Florence, SC (Exhibit 4 (x) of the Company's Form 10-K for the
year ended December 31, 1992 incorporated by reference herein)
4 (n)(1) Loan note participations with the Sumitomo Bank, Limited, dated
July 27, 1992, Istituto Bancario San Paolo di Torino S.p.A.
dated January 4, 1992 (Exhibit 4(y) of the Company's Form 10-K
for the year ended December 31, 1992 incorporated by reference
herein)
4 (n)(2) Loan note participations with the Banco di Napoli dated February
17, 1994, First Fedility Bank, N.A. dated June 13, 1994,
Chemical Bank New Jersey, National Association dated June 13,
1994, Midlantic National Bank dated March 15, 1994 (Exhibit
4(y)(2) of the Company's Form 10-Q for the quarter ended June
30, 1994 incorporated by reference herein)
4 (o) Promissory Note dated June 18, 1993 of the Company to Fleet
National Bank (Exhibit 4(z) of the Company's Form 10-K for the
year ended December 31, 1993 incorporated by reference herein)
4 (p) Promissory Note dated May 13, 1994 to Fleet National Bank
(Exhibit 4(aa) of the Company's Form 10-Q for the quarter ended
June 30, 1994 incorporated by reference herein)
27 Financial Data Schedule
(b) Reports on Form 8-K
None
13
<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.
WELLMAN, INC.
Dated November 10, 1994 By /s/ Keith R. Phillips
--------------- ------------------------
Keith R. Phillips
Vice President, Chief Financial
Officer, Treasurer (Principal
Financial Officer)
Dated November 10, 1994 By /s/ Mark J. Rosenblum
--------------- ------------------------
Mark J. Rosenblum
Vice President-Controller
(Principal Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 18,688
<SECURITIES> 0
<RECEIVABLES> 121,018
<ALLOWANCES> 4,172
<INVENTORY> 119,234
<CURRENT-ASSETS> 261,639
<PP&E> 637,484
<DEPRECIATION> 196,763
<TOTAL-ASSETS> 1,028,518
<CURRENT-LIABILITIES> 95,269
<BONDS> 258,181
<COMMON> 33
0
0
<OTHER-SE> 557,222
<TOTAL-LIABILITY-AND-EQUITY> 1,028,518
<SALES> 685,337
<TOTAL-REVENUES> 685,337
<CGS> 535,670
<TOTAL-COSTS> 535,670
<OTHER-EXPENSES> 63,180
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,338
<INCOME-PRETAX> 76,149
<INCOME-TAX> 31,450
<INCOME-CONTINUING> 44,699
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,699
<EPS-PRIMARY> 1.34
<EPS-DILUTED> 1.34
</TABLE>
