-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V4o7TY8yNBPW3iYRhPl5EaM7ib7DgLxI4ZuFRxr8Em6UQcvbwhOIwKqMZIircX21 WrBFy3gwjcGWsOiBPRHW9Q== 0001171520-05-000390.txt : 20051114 0001171520-05-000390.hdr.sgml : 20051111 20051110175853 ACCESSION NUMBER: 0001171520-05-000390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BILTRITE INC CENTRAL INDEX KEY: 0000004611 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 041701350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04773 FILM NUMBER: 051195348 BUSINESS ADDRESS: STREET 1: 57 RIVER STREET STREET 2: SUITE 302 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 BUSINESS PHONE: 6172376655 MAIL ADDRESS: STREET 1: 57 RIVER STREET STREET 2: SUITE 302 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BILTRITE RUBBER CO INC DATE OF NAME CHANGE: 19730621 8-K 1 eps1930.txt AMERICAN BILTRITE INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2005 - -------------------------------------------------------------------------------- AMERICAN BILTRITE INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-4773 04-1701350 ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 57 River Street, Wellesley Hills, Massachusetts 02481-2097 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (781) 237-6655 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On November 10, 2005, American Biltrite Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2005. A copy of that press release is being furnished to the Securities and Exchange Commission pursuant to this Item 2.02 of Form 8-K and is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits - -------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Press release dated November 10, 2005 - -------------------------------------------------------------------------------- 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 hereunto duly authorized. Date: November 10, 2005 AMERICAN BILTRITE INC. By: /s/ Howard N. Feist III ------------------------- Name: Howard N. Feist III Title: Chief Financial Officer EXHIBIT INDEX - -------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Press release dated November 10, 2005 - -------------------------------------------------------------------------------- EX-99.1 2 ex99-1.txt Exhibit 99.1 For Further Information: Howard N. Feist Chief Financial Officer (781) 237-6655 AMERICAN BILTRITE REPORTS THIRD QUARTER RESULTS WELLESLEY HILLS, MA, NOVEMBER 10, 2005 - American Biltrite Inc. (AMEX:ABL) reported today its results for the third quarter of 2005. Net sales for the three months ended September 30, 2005 were $114.2 million, up 0.9% from $113.2 million for the third quarter of 2004. Net income for the three months ended September 30, 2005 was $1.0 million compared with net income of $1.4 million for the three months ended September 30, 2004. Net income per share in the third quarter of 2005 was $.30 compared with net income per share of $0.42 in the third quarter of 2004. For the nine months ended, the net loss was $13.1 million, or $3.80 per share, on sales of $331.1 million compared with net income of $1.1 million, or $0.33 per share, on sales of $325.1 million for the same period last year. The loss for the nine months ended September 30, 2005 includes a $15.5 million charge recorded in the second quarter of 2005 for asbestos-related reorganization costs by its 55% owned consolidated subsidiary Congoleum Corporation (AMEX:CGM). Net income in the first quarter of 2005 included a gain of $887 thousand (net of taxes and non-controlling interest), or $0.26 per share, on the sale of a property from a former operation. Roger S. Marcus, Chairman of the Board, commented "The Tape division achieved sales increases in the third quarter in all major product lines versus the same quarter last year, leading to improved pre-tax performance. The Canadian division and Congoleum also reported sales increases over the third quarter of last year, but pre-tax results were below year earlier levels, principally due to the impact of higher raw material costs. K&M sales and profits in the third quarter were below the third quarter of 2004 due to lower shipments to mass merchants and mid-tier retailers." American Biltrite owns 55% of the common stock outstanding of Congoleum. Generally accepted accounting principles require that American Biltrite recognize 100% of Congoleum's losses in excess of Congoleum's equity. Because Congoleum has a deficit in equity, American Biltrite's consolidated results for the nine months ended September 30, 2005 reflect a charge of $15.5 million related to Congoleum's asbestos-related reorganization costs. Through September 30, 2005, American Biltrite has recognized a cumulative $35.6 million of Congoleum's losses in excess of Congoleum's equity in its consolidated financial statements. However, Congoleum is separately financed and American Biltrite neither guaranties nor is otherwise obligated for any of Congoleum's debts. American Biltrite has no recorded value at risk or economic obligation related to this $35.6 million and does not anticipate that Congoleum's plan of reorganization would have any significant adverse effect on the rest of American Biltrite's operations. Furthermore, American Biltrite's lending agreements require that its investment in Congoleum be accounted for under the equity method of accounting and not consolidated for purposes of determining American Biltrite's compliance with the financial covenants under those agreements. Had the Company been permitted by generally accepted accounting principles to account for its investment in Congoleum under the equity method, its net loss for the nine months ended September 30, 2005 would have been reduced by $14.6 million (which would have resulted in positive earnings for the Company on a consolidated basis), and its consolidated equity at September 30, 2005 would have been increased by $35.6 million. WARNING REGARDING FORWARD LOOKING STATEMENTS THE ABOVE NEWS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, THAT INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON AMERICAN BILTRITE'S EXPECTATIONS, AS OF THE DATE OF THIS RELEASE, OF FUTURE EVENTS. AMERICAN BILTRITE UNDERTAKES NO OBLIGATION TO UPDATE ANY OF THESE FORWARD LOOKING STATEMENTS. ALTHOUGH AMERICAN BILTRITE BELIEVES THAT ITS EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS, WITHIN THE BOUNDS OF ITS KNOWLEDGE OF ITS BUSINESS AND EXPERIENCE, THERE CAN BE NO ASSURANCE THAT ACTUAL RESULTS WILL NOT DIFFER MATERIALLY FROM EXPECTATIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM EXPECTATIONS INCLUDE: (I) THE FUTURE COST AND TIMING OF ESTIMATED ASBESTOS LIABILITIES AND PAYMENTS; (II) AVAILABILITY OF INSURANCE COVERAGE AND REIMBURSEMENT FROM INSURANCE COMPANIES THAT UNDERWROTE THE APPLICABLE INSURANCE POLICIES FOR ASBESTOS-RELATED CLAIMS, INCLUDING INSURANCE COVERAGE AND REIMBURSEMENT FOR ASBESTOS CLAIMANTS UNDER THE PROPOSED CONGOLEUM REORGANIZATION PLAN, WHICH CERTAIN INSURERS HAVE OBJECTED TO IN BANKRUPTCY COURT AND ARE LITIGATING IN NEW JERSEY STATE COURT; (III) COSTS RELATING TO THE EXECUTION AND IMPLEMENTATION OF ANY PLAN OF REORGANIZATION PURSUED BY CONGOLEUM; (IV) TIMELY REACHING AGREEMENT WITH OTHER CREDITORS, OR CLASSES OF CREDITORS, THAT EXIST OR MAY EMERGE; (V) SATISFACTION OF THE CONDITIONS AND OBLIGATIONS UNDER THE COMPANY'S AND CONGOLEUM'S OUTSTANDING DEBT INSTRUMENTS, AND AMENDMENT OF THOSE OUTSTANDING DEBT INSTRUMENTS, AS NECESSARY, TO PERMIT CONGOLEUM AND THE COMPANY TO SATISFY THEIR OBLIGATIONS UNDER CONGOLEUM'S PLAN OF REORGANIZATION AND TO MAKE CERTAIN FINANCIAL COVENANTS IN THOSE DEBT INSTRUMENTS LESS RESTRICTIVE; (VI) THE RESPONSE FROM TIME-TO-TIME OF THE COMPANY'S AND CONGOLEUM'S LENDERS, CUSTOMERS, SUPPLIERS AND OTHER CONSTITUENCIES TO THE ONGOING PROCESS ARISING FROM THE STRATEGY TO SETTLE ASBESTOS LIABILITY; (VII) CONGOLEUM'S ABILITY TO MAINTAIN DEBTOR-IN-POSSESSION FINANCING SUFFICIENT TO PROVIDE IT WITH FUNDING THAT MAY BE NEEDED DURING THE PENDENCY OF ITS CHAPTER 11 CASE AND TO OBTAIN EXIT FINANCING SUFFICIENT TO PROVIDE IT WITH FUNDING THAT MAY BE NEEDED FOR ITS OPERATIONS AFTER EMERGING FROM THE BANKRUPTCY PROCESS, IN EACH CASE, ON REASONABLE TERMS; (VIII) TIMELY OBTAINING SUFFICIENT CREDITOR AND COURT APPROVAL OF ANY REORGANIZATION PLAN; (IX) COSTS OF, DEVELOPMENTS IN AND THE OUTCOME OF INSURANCE COVERAGE LITIGATION PENDING IN NEW JERSEY STATE COURT INVOLVING CONGOLEUM AND CERTAIN INSURERS; (X) THE EXTENT TO WHICH CONGOLEUM IS ABLE TO OBTAIN REIMBURSEMENT PURSUANT TO ANY PLAN OF REORGANIZATION FOR COSTS IT INCURS IN CONNECTION WITH THE INSURANCE COVERAGE LITIGATION; (XI) COMPLIANCE WITH THE UNITED STATES BANKRUPTCY CODE, INCLUDING SECTION 524(g); (XII) THE IMPACT ANY ADOPTED FEDERAL LEGISLATION ADDRESSING ASBESTOS PERSONAL INJURY CLAIMS MAY HAVE ON THE COMPANY'S OR CONGOLEUM'S BUSINESSES, RESULTS OF OPERATIONS OR FINANCIAL CONDITIONS; (XIII)THE ABILITY OF THE COMPANY TO REPLACE OR REFINANCE ITS SECURED CREDIT FACILITY ON OR PRIOR TO SEPTEMBER 30, 2006, THE FINAL MATURITY DATE OF THAT FACILITY, (XIV) THE FUTURE COST AND TIMING OF PAYMENTS ASSOCIATED WITH AND AVAILABILITY OF INSURANCE COVERAGE FOR ENVIRONMENTAL AND NON-ASBESTOS RELATED PRODUCT AND GENERAL LIABILITY CLAIMS; (XV) INCREASES IN RAW MATERIAL PRICES; (XVI) INCREASED COMPETITIVE ACTIVITY FROM COMPETITORS, SOME OF WHICH HAVE GREATER RESOURCES AND BROADER DISTRIBUTION CHANNELS; (XVII) UNFAVORABLE DEVELOPMENTS IN VARIOUS MARKETS FOR THE COMPANY'S OR ITS SUBSIDIARIES' PRODUCTS OR IN THE NATIONAL ECONOMY IN GENERAL, (XVIII) SHIPMENT DELAYS, DEPLETION OF INVENTORY AND INCREASED PRODUCTION COSTS RESULTING FROM UNFORESEEN DISRUPTIONS OF OPERATIONS AT ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' FACILITIES OR DISTRIBUTORS; (XIX) THE INCURRENCE OF PRODUCT WARRANTY COSTS, (XXI) CHANGES IN CUSTOMERS FOR THE COMPANY'S OR ITS SUBSIDIARIES' PRODUCTS AND (XXI) AMERICAN BILTRITE'S ABILITY TO TIMELY SELL OR OTHERWISE DISPOSE OF THE PROPERTY FROM ITS DISCONTINUED OPERATIONS RELATING TO ITS JANUS FLOORING CORPORATION SUBSIDIARY ON TERMS ACCEPTABLE TO AMERICAN BILTRITE AND IN ACCORDANCE WITH APPLICABLE REGULATORY OR OTHER LEGAL REQUIREMENTS, INCLUDING CANADIAN REGULATIONS AND LAWS. IN ADDITION, IN VIEW OF AMERICAN BILTRITE'S RELATIONSHIPS WITH CONGOLEUM, AMERICAN BILTRITE COULD BE AFFECTED BY CONGOLEUM'S NEGOTIATIONS REGARDING ITS PURSUIT OF A PLAN OF REORGANIZATION, AND THERE CAN BE NO ASSURANCE AS TO WHAT THAT IMPACT, POSITIVE OR NEGATIVE, MIGHT BE. IN ANY EVENT, THE FAILURE OF CONGOLEUM TO OBTAIN CONFIRMATION AND CONSUMMATION OF ITS ANTICIPATED PLAN OF REORGANIZATION WOULD HAVE A MATERIAL ADVERSE EFFECT ON CONGOLEUM'S BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION AND COULD HAVE A MATERIAL ADVERSE EFFECT ON AMERICAN BILTRITE'S BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION. ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY AS A RESULT OF THESE AND OTHER FACTORS DISCUSSED IN AMERICAN BILTRITE'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005, ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004 AND ITS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. AMERICAN BILTRITE INC. RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 ($000, except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 114,152 $ 113,180 $ 331,118 $ 325,105 ============ ============ ============ ============ Income (loss) before other items $ 1,159 $ 1,632 $ (12,246) $ 1,619 Noncontrolling interests (71) (118) (632) (141) ------------ ------------ ------------ ------------ Income (loss) from continuing operations 1,088 1,514 (12,878) 1,478 Discontinued operation (80) (70) (193) (342) ------------ ------------ ------------ ------------ Net income (loss) $ 1,008 $ 1,444 $ (13,071) $ 1,136 ============ ============ ============ ============ Basic earnings per share: Income (loss) per common share from continuing operations $ 0.32 $ 0.44 $ (3.74) $ 0.43 Discontinued operation (0.02) (0.02) (0.06) (0.10) ------------ ------------ ------------ ------------ Net income (loss) per share $ 0.30 $ 0.42 $ (3.80) $ 0.33 ============ ============ ============ ============ Diluted earnings per share: Income (loss) per common share from continuing operations $ 0.31 $ 0.44 $ (3.74) $ 0.43 Discontinued operation (0.02) (0.02) (0.06) (0.10) ------------ ------------ ------------ ------------ Net income (loss) per share $ 0.29 $ 0.42 $ (3.80) $ 0.33 ============ ============ ============ ============ Weighted average number of common and equivalent shares outstanding Basic 3,441,551 3,441,551 3,441,551 3,441,551 Diluted 3,475,154 3,466,455 3,441,551 3,454,779
AMERICAN BILTRITE INC. RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 BY SEGMENT ($000)
Three Months Ended Nine Months Ended September 30 September 30 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Revenues from external customers Flooring products $ 60,494 $ 58,927 $ 176,232 $ 173,968 Tape products 24,043 20,569 71,873 64,922 Jewelry 16,907 22,714 46,583 53,587 Canadian division 12,708 10,970 36,430 32,628 ---------- ---------- ---------- ---------- Total revenues from external customers $ 114,152 $ 113,180 $ 331,118 $ 325,105 ========== ========== ========== ========== Segment profit (loss) before taxes Flooring products $ 325 $ 1,920 $ (14,625) $ 3,462 Tape products 600 (57) 1,522 (144) Jewelry 1,531 2,700 1,859 3,505 Canadian division (445) (255) (1,042) (1,398) Corporate expenses (371) (1,334) 1,476 (2,411) ---------- ---------- ---------- ---------- Total profit (loss) $ 1,640 $ 2,974 $ (10,810) $ 3,014 ========== ========== ========== ==========
Corporate expenses for the nine months ended September 30, 2005 include a gain of $2.3 million from the sale of a warehouse during the first quarter. The Flooring product segment's loss for the nine months ended September 30, 2005 includes a $15.5 million charge during the second quarter by Congoleum to increase its reserves for asbestos related reorganization costs. -----END PRIVACY-ENHANCED MESSAGE-----