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EXHIBIT 99
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
IMPORTANT FACTORS REGARDING
FORWARD-LOOKING STATEMENTS
The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report and presented elsewhere by management from time to time.
THE COMPANY FACES SIGNIFICANT COMPETITIVE PRESSURE AND OPERATES IN A
CONSOLIDATING INDUSTRY
AET competes with manufacturers of OPP and other specialty films, such
as polyethylene, cellophane, polystyrene and polyester, as well as with
producers of traditional flexible packaging materials, such as paper and
foil, and or rigid packaging materials, such as glass, metal, plastic,
cardboard and other containers. Quality, performance and price are the
primary competitive factors in the markets in which the Company competes.
Many of these markets are very competitive and a number of the Company's
competitors have significantly greater financial, manufacturing, marketing
and distribution resources than the Company. Competitive forces could
substantially impact the Company's operating results and financial condition.
The Company continuously evaluates opportunities to make strategic
acquisitions in the specialty film industry. In the event that the Company
makes a strategic acquisition, merges with another entity, or otherwise
undertakes to combine its assets or operations with those of another party,
there can be no assurance that such a transaction will produce positive
financial results, that the Company will effectively integrate any such
acquired business into its existing operations, or that the Company will
thereafter achieve any of its other strategic objectives. In addition, the
consummation of a business combination transaction between two or more
competitors of the Company could have a material adverse effect on the
Company.
THE COMPANY'S PRODUCTS MUST UNDERGO CONSTANT TECHNOLOGICAL CHANGE
The Company's business depends to a large extent upon its ability to
continue identifying, developing and commercializing innovative products to
address new customer requirements or replace existing products, the margins
of which tend to decline as a result of the entry of competitive products
into existing specialized markets. There can be no assurance that the Company
will be able to achieve or maintain this required level of innovation. There
also can be no assurance that the Company's research and development efforts
will yield successful, timely, cost effective, or commercially viable results.
In addition, the Company or its competitors may introduce new products,
or enhancements to existing products, embodying new technologies, industry
standards, or customer requirements, and having the potential to replace or
provide lower cost alternatives to the Company's existing or future
offerings. The introduction of such new or enhanced products could render
existing or future products of the Company's obsolete and unmarketable. Some
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the Company's competitors have substantially greater financial resources
which could be devoted to research and development, and could place the
Company at a competitive disadvantage.
THE COMPANY IS HIGHLY LEVERAGED AND SOME OF THIS DEBT BEARS VARIABLE RATES OF
INTEREST.
The Company incurred substantial indebtedness in connection with the
acquisition of its Films Division and its subsequent capital expansion
program, and may incur additional indebtedness in the future to fund
operations, finance acquisitions or for other purposes. As of September 30,
2000, the ratio of the Company's debt to total debt and stockholders' equity
was approximately 67.7%. The Company's indebtedness contains financial and
restrictive covenants, the failure to comply with which may result in an
event of default, which, if not cured or waived, could result in the
acceleration of this indebtedness and otherwise have a material adverse
effect on the Company.
The degree to which the Company is leveraged could have important
consequences, including the following: (i) the Company's ability to obtain
additional financing for working capital or other purposes in the future may
be limited; (ii) a substantial portion of the Company's cash flow from
operations will be dedicated to the payment of the principal and interest on
its indebtedness, thereby reducing funds available for other purposes; (iii)
the Company may be more vulnerable to economic downturns and competitive
pressures; (iv) certain of the Company's borrowings are and will continue to
be at variable rates of interest, which could result in higher interest
expense in the event of increases in interest rates; and (v) the Company's
ability to refinance or replace existing indebtedness could subject the
Company to interest rates and other terms which are materially different from
those embodied in the Company's current indebtedness.
If the Company's $150 million of Senior Notes are not refinanced by
November 1, 2001, the Company's $90 million credit facility will mature on
such date. If the Company is not able to refinance the Senior Notes prior to
November 1, 2001 and the Company's $90 million credit facility matures on
such date, it would have a material adverse effect on the financial condition
and liquidity of the Company.
The Company's ability to make scheduled payments of the principal of or
interest on, or to refinance, its indebtedness will depend on its future
operating performance and cash flow, which are subject to prevailing economic
conditions, prevailing interest rate levels and the other risks outlined in
this Exhibit.
COMPANY IS SUBJECT TO VOLATILITY IN THE PRICE AND SUPPLY OF POLYPROPYLENE
Polypropylene, which is a petroleum derivative, is the basic raw
material used in the manufacture of most of the Company's products, and
polypropylene resin represents a significant percentage of the Company's cost
of sales. The price of polypropylene resin is a function of, among other
things, manufacturing capacity, demand, and the price of petrochemical
feedstocks, including crude oil and natural gas liquids, and resin costs have
historically
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fluctuated. There is not a direct correlation between resin cost fluctuations
and OPP films pricing and there can be no assurance that future market
conditions will ever support a direct correlation. There can be no assurance
that the Company will be able to effectively manage pricing of its products
relative to resin costs over the long term, and the Company's ability to do
this could be adversely affected in the future by competitive pressures,
customer buying patterns, technological changes and other factors. A
significant or prolonged narrowing of the spread between the price of
polypropylene and the prices paid for the Company's products by its customers
could have a material adverse effect on the Company.
Although polypropylene resins are generally available from a large
number of suppliers in sufficient quantities to meet ongoing requirements,
the Company relies on four primary suppliers for the majority of its resin
requirements. There can be no assurance that the Company will be able to
maintain good relationships with its suppliers or that the Company will
continue to receive an adequate supply of raw materials at competitive
prices. Any significant disruption in the supply of raw materials used in the
manufacture of the Company's products could also have a material adverse
effect on the Company.
ANTITAKEOVER PROVISIONS COULD NEGATIVELY IMPACT THE SALE OR SALE PRICE OF THE
COMPANY
The Company's Certificate of Incorporation and Bylaws contain provisions
that could prevent or delay the acquisition of the Company by means of a
tender offer, a proxy contest or otherwise in which stockholders might
receive a premium over the then current market price of the Company's stock.
These provisions include advance notice procedures for stockholders to submit
proposals for consideration at stockholders' meetings or to nominate persons
for election as directors and provide for a staggered Board of Directors.
In addition, the Company is subject to Section 203 of the Delaware
General Corporation Law, which limits transactions between a publicly held
company and "interested stockholders" (generally, those stockholders who,
together with their affiliates and associates, own 15% or more of the
company's outstanding capital stock). The Company is also subject to an
indenture relating to its Senior Notes issued in connection with the
acquisition of its Films division, which provides that upon the occurrence of
a change in control (as defined in the indenture), the Company will be
obligated to make an offer to purchase all of its then outstanding Senior
Notes at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any. There can be no assurance that the
Company would have or be able to obtain sufficient funds to effect such a
purchase of its Senior Notes if it were required to do so.
THE COMPANY SELLS A LARGE AMOUNT OF ITS PRODUCTS TO A SMALL NUMBER OF
CUSTOMERS
A significant portion of the Company's net sales (approximately 50.2% in
fiscal 2000) consisted of sales to five converters, which primarily print,
laminate and resell OPP films to end users. Substantially all of the
converted products are resold by the converters to a relatively small number
of large consumer products companies. There can be no assurance that the
Company will be able to maintain good relationships with its customers or the
end-users of its products, or that the Company will continue to supply its
customers at current sales volumes.
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Unless replaced, the loss of a significant purchaser or end-user of the
Company's products, or a change in the buying patterns of any such customer
or end user, could have a material adverse effect on the Company.
THE COMPANY IS DEPENDENT UPON KEY PERSONNEL AND HAS A NEED TO HIRE AND TRAIN
ADDITIONAL QUALIFIED PERSONNEL
The Company believes that its future success depends in part upon its
ability to attract and retain skilled senior management and technical,
professional, marketing, and sales personnel. The Company, along with other
technology-oriented manufacturing companies, faces competition in hiring and
retaining skilled technical, professional, marketing, and sales personnel. In
certain areas, such as chemical and process engineering, and sales and
marketing, the supply of such people is limited. The process of locating
personnel with the combination of skills and attributes required to carry out
the Company's strategy is often lengthy. The Company's employees may
voluntarily terminate their employment with the Company at any time. The loss
of service of key personnel, or the inability to attract additional qualified
personnel, could have a material adverse effect on the Company.
A LARGE PART OF THE COMPANY'S PRODUCTION OCCURS AT A SINGLE LOCATION
The Company's largest manufacturing facility, which accounts for
approximately 86.4% of the Company's overall OPP films production capacity,
is located at Terre Haute, Indiana. The Company also has significant
manufacturing capacity at other facilities. A fire, flood or other force
majeure could cause a significant disruption in the Company's ability to
manufacture at or near its capacity. While the Company believes it is
adequately insured against the short-term impact of losses and business
interruptions of this kind, any such disruption could have a material adverse
effect on the Company.
PERIOD TO PERIOD BUSINESS FLUCTUATIONS HAVE A SUBSTANTIAL IMPACT ON THE
COMPANY
The Company's operating results may fluctuate for a number of reasons.
Certain of the Company's products experience seasonal sales volume
fluctuations related to the end uses of those products, and the Company's
results have typically followed a similar seasonal pattern, with stronger
operating performance in the third and fourth fiscal quarters. In addition,
because the Company plans its operating expenses, many of which are
relatively fixed in the short term, on the basis that its revenues will
continue to grow, even a relatively small revenue shortfall may cause a
period's results to be substantially below expectations. Such a revenue
shortfall could arise from any number of factors including, but not limited
to, lower than expected demand, price pressures, supply constraints, delays
in the availability of new products, transit interruptions, overall economic
conditions or natural disasters. Margins are heavily influenced by product
sales mix considerations, any significant or unexpected change of which could
have a material adverse effect on the Company.
Additionally, the OPP films industry has traditionally been subject to
cyclicality related to the dynamics of supply and demand. While demand for
OPP films has historically increased
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at an average rate of approximately 6% per year, the industry typically
experiences periods of more rapid increases in manufacturing capacity
followed by periods of littler or no increase. This pattern leads to periods
of excess capacity and lower utilization rates while the rapid increases in
industry capacity temporarily outstrip the more steady but smaller increases
in demand, resulting in more intense industry competition during periods of
expansion. Such periods of more intense competition, and the capital
expenditures associated with capacity increases by the Company, could have a
material adverse effect on the Company.
THE COMPANY RELIES ON THE PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
Certain aspects of the Company's business depends on its trade secrets,
know-how, and other proprietary information as well as intellectual property
rights including various patents and trademarks. The Company generally has a
number of new patent applications pending at any given time relating to
product enhancements and new product developments. No assurance can be given
that the Company's patent applications will issue as patents or that any
patents that have been or may be issued will provide the Company with
adequate protection for the covered products, technology, or target markets.
Additionally, there can be no assurance that the Company's confidentiality
agreements will adequately protect its trade secrets, know-how or other
proprietary information. Further, there can be no assurance that the
Company's activities will not infringe on the patents or proprietary rights
of others or that the Company will be able to obtain licenses to any
technology that it may require to conduct or expand its business or that, if
obtainable, such technology can be licensed at a reasonable cost.
LABOR RELATIONS
The Company employs approximately 130 production and maintenance workers
at its Covington, Virginia facility who are represented by the United Paper
Workers International Union. The Company entered into a collective bargaining
agreement with the Union which is scheduled to expire in June of the year
2005. While the Company believes that its employee relations are
satisfactory, there can be no assurance that this will remain the case or
that the operations of any of its facilities would not be the subject of a
strike, lock-out, or other labor-related disruption which could have a
negative impact of the Company's ability to manufacture and distribute certain
of its products, which in turn could have a material adverse effect on the
Company.
THE COMPANY IS EXPANDING IN FOREIGN MARKETS
Although the Company has historically sold its products worldwide, as
part of its long term strategy the Company has initiated an expansion program
focusing on a variety of markets outside of North America, including Europe,
South and Central America, and the Pacific Rim, which expansion may occur
through acquisitions or other business combinations, or through internal
growth and capital expansion. Foreign markets pose a variety of risks and
challenges relating to local laws and regulations, cultural differences,
fluctuations in currency exchange rates, and other matters. There can be no
assurance that the Company will succeed with its plans for international
expansion or that any such expansion will produce positive financial results.
Any failure in its efforts to develop international sales and operations, or
otherwise achieve its
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strategic objectives for international growth, could have a material adverse
effect on the Company.
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