UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Amendment No. 1)
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2011 | Commission File Number 1-4773 |
AMERICAN BILTRITE INC.
(Exact name of registrant as specified in its charter)
Delaware | 04-1701350 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
57 River Street
Wellesley Hills, Massachusetts 02481-2097
(Address of Principal Executive Offices)
(781) 237-6655
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year if changed since last report)
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class | Outstanding at August 15, 2011 | |
Common Stock | 3,447,142 shares |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to American Biltrite Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish 1) Exhibit 99.1 - Press Release dated August 10, 2011, which was inadvertantly omitted from the Form 10-Q, and 2) Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). Exhibit 101 was originally filed with the aforementioned 10-Q, but contained an error preventing its dissemination.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits
Exhibit No. | Description |
3.1 I | Restated Certificate of Incorporation |
3.2 II | By-Laws, amended and restated as of November 7, 2007 |
4.1 III | Form of stock certificate |
10.1 IV | Amendment No. 3 to Loan and Security Agreement, dated as of May 27, 2011 |
31.1 V | Certification of the Principal Executive Officer of the Registrant Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
31.2 V | Certification of the Principal Financial Officer of the Registrant Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
32 V | Certification of the Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 * | Press release dated August 10, 2011 |
101.INS * | XBRL Instance Document |
101.SCH * | XBRL Taxonomy Extension Schema Document |
101.CAL * | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB * | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE * | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF * | XBRL Taxonomy Extension Definition Linkbase Document |
___________________________
* | Furnished herewith. |
Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2011 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Condensed Financial statements tagged as blocks of text. | |
The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for the purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections. | |
I | Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Securities and Exchange Commission on March 27, 1997 (File No. 001-04773) |
II | Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007 |
III | Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on March 23, 2011 |
IV | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2011 |
V | These exhibits were previously furnished as exhibits to American Biltrite Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011. |
SIGNATURE
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.
AMERICAN BILTRITE INC. | |||
(Registrant) | |||
Date: August 16, 2011 | BY: | / s/ Howard N. Feist III | |
Howard N. Feist III | |||
Vice President-Finance | |||
(Duly Authorized Officer and | |||
Principal Financial and Chief | |||
Accounting Officer) |
Exhibit 99.1
For Further Information:
Howard N. Feist
Chief Financial Officer
(781) 237-6655
AMERICAN BILTRITE REPORTS SECOND QUARTER RESULTS
WELLESLEY HILLS, MA, AUGUST 10, 2011 - American Biltrite Inc. (NYSE Amex: ABL) reported its results for the second quarter of 2011 today. Net sales for the three months ended June 30, 2011 were $51.2 million, compared with $50.2 million in the second quarter of 2010. The net loss for the three months ended June 30, 2011 was $519 thousand or $0.15 per share (basic and diluted) compared with net income of $57 thousand or $0.02 per share (basic and diluted) for the second quarter of 2010. For the six months ended June 30, 2011, net sales were $105.1 million, compared with $96.8 million in the second quarter of 2010. The net loss for the six months ended June 30, 2011 was $34 thousand or $0.01 per share (basic and diluted) compared with a net loss of $669 thousand or $0.19 per share (basic and diluted) for the six months ended June 30, 2010.
Roger S. Marcus, Chairman of the Board, commented “Results for the second quarter were mixed. Our Canadian division reported higher sales and income with growth occurring in both its flooring and industrial rubber product lines. Tape division sales were down slightly from year earlier levels, and the division’s loss was higher as high raw material costs continued to negatively affect profit margins. The Tape division’s sales to the automotive sector had the largest decline from year earlier levels, in part due to disruptions from the tragedy in Japan. Our jewelry division’s sales and income also declined from the second quarter of 2010 due to a combination of factors including the loss of a large retail customer, reduced purchases by retailers in reaction to the uncertain consumer spending climate, and certain non-recurring programs which benefitted the prior year period.”
American Biltrite’s former subsidiary Congoleum Corporation filed a voluntary petition for bankruptcy protection on December 31, 2003, with the United States Bankruptcy Court for the District of New Jersey seeking relief under Chapter 11 of the United States Bankruptcy Code as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum’s plan of reorganization was confirmed by the United States District Court for the District of New Jersey on June 7, 2010 and became effective July 1, 2010. Upon effectiveness of Congoleum’s plan of reorganization, American Biltrite’s ownership interests in Congoleum were cancelled by operation of the plan. Consequently, the results of reorganized Congoleum are not included in the consolidated results of American Biltrite subsequent to June 30, 2010. Losses related to Congoleum of $549 thousand and $627 thousand for the second quarter and first six months of 2010, respectively, are included as a loss from discontinued operations in calculating American Biltrite’s net income (loss) for those periods. Sales by the Canadian division to Congoleum of $752 thousand and $1.5 million for the second quarter and first six months of 2011, respectively, are included in total net sales for those periods. Sales by the Tape and Canadian divisions to Congoleum of $937 thousand and $2.8 million for the second quarter and first six months of 2010, respectively, were eliminated as intercompany sales in consolidation and were not included in total net sales.
Warning regarding forward-looking statements and certain risks
The above news release may contain 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, except as may be required by the federal securities laws. Although American Biltrite believes that these 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. Any or all of these expectations may turn out to be incorrect and any forward-looking statements made in this release speak only as of the date of this release. Readers are cautioned not to place undue reliance on any forward-looking statements. Actual results could differ significantly as a result of various factors. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. It is not possible to predict or identify all factors that could potentially cause actual results to differ materially from expected and historical results.
The consummation of the Congoleum plan of reorganization does not affect American Biltrite’s own significant asbestos related liabilities. The extent of American Biltrite’s asbestos related liabilities and related funding obligations, and the impact such liabilities and obligations may have on its businesses, financial condition and results of operations, will depend on various factors, many of which are beyond American Biltrite’s control, including: the future cost and timing of estimated asbestos liabilities and payments; the extent to which asbestos related claims are made against American Biltrite and the costs and timing associated with defending against such claims; the availability of insurance coverage and reimbursement from insurance companies that underwrote the applicable insurance policies for asbestos-related claims; the availability of funds to pay any such amounts for which insurance or other third party reimbursements are not available; the extent to which resources are diverted from American Biltrite’s businesses to instead be applied to such liabilities and related matters; the extent to which other defendants which may be found to be jointly and severally liable with American Biltrite fund their allocated portion of asbestos liabilities; and the impact of any adopted federal legislation addressing asbestos claims.
Other factors that could cause actual results to differ from expectations include: (i) any termination of American Biltrite’s business arrangements with Congoleum and possible conflicting demands on American Biltrite’s executive officers in light of American Biltrite’s contractual obligations to make those officers’ services available to Congoleum; (ii) American Biltrite’s access to debt financing on satisfactory terms, its ability to comply with the covenants imposed on it under its credit agreement, the availability of borrowings under its credit facilities and its ability to generate sufficient operating cash flows to fund its businesses and operations; (iii) the future cost and timing of payments associated with and availability of insurance coverage for environmental liabilities and non-asbestos product and general liability claims; (iv) continued or increased volatility or high prices for raw materials or energy and the availability of raw materials; (v) increased competitive activity from competitors, some of which have greater resources and broader distribution channels; (vi) unfavorable developments in various markets for American Biltrite’s or its subsidiaries’ products or in the national or global economy in general; (vii) shipment delays, depletion of inventory and increased production costs resulting from unforeseen disruptions of operations at any of American Biltrite’s or its subsidiaries’ facilities or distributors; (viii) the incurrence of product warranty costs; (ix) changes in customers for American Biltrite’s or its subsidiaries’ products or the failure of customers to timely pay for product purchased; (x) the failure of distributors or sales representatives to adequately perform; and (xi) the loss of any key executives.
Other factors which may cause actual results to differ from expectations include those set forth in American Biltrite’s other filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and its subsequent filings.
AMERICAN BILTRITE INC.
RESULTS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2011 AND 2010
($000, except share and per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net sales | $ | 51,241 | $ | 50,160 | $ | 105,114 | $ | 96,791 | ||||||||
Cost of products sold | 39,682 | 36,738 | 80,449 | 70,837 | ||||||||||||
Selling, general & administrative expenses | 12,544 | 12,153 | 25,380 | 24,723 | ||||||||||||
(Loss) income from operations | (985 | ) | 1,269 | (715 | ) | 1,231 | ||||||||||
Interest and other income (expense), net | 260 | (418 | ) | 756 | (1,006 | ) | ||||||||||
(Benefit from) provision for income taxes | (205 | ) | 200 | 75 | 215 | |||||||||||
Noncontrolling interests | 1 | (45 | ) | — | (52 | ) | ||||||||||
(Loss) income from continuing operations | (519 | ) | 606 | (34 | ) | (42 | ) | |||||||||
Loss from discontinued operation, net of noncontrolling interests | — | (549 | ) | — | (627 | ) | ||||||||||
Net (loss) income attributable to controlling interests | $ | (519 | ) | $ | 57 | $ | (34 | ) | $ | (669 | ) | |||||
Basic (loss) income per share: | ||||||||||||||||
(Loss) income from continuing operations per common share | $ | (0.15 | ) | $ | 0.18 | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Loss from discontinued operation per common share | — | (0.16 | ) | — | (0.18 | ) | ||||||||||
Net (loss) income attributable to controlling interests per common share | $ | (0.15 | ) | $ | 0.02 | $ | (0.01 | ) | $ | (0.19 | ) | |||||
Diluted (loss) income per share: | ||||||||||||||||
(Loss) income from continuing operations per common share | $ | (0.15 | ) | $ | 0.18 | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Loss from discontinued operation per common share | — | (0.16 | ) | — | (0.18 | ) | ||||||||||
Net (loss) income attributable to controlling interests per common share | $ | (0.15 | ) | $ | 0.02 | $ | (0.01 | ) | $ | (0.19 | ) | |||||
Weighted average number of common and equivalent shares outstanding | ||||||||||||||||
Basic | 3,443,444 | 3,441,463 | 3,442,395 | 3,441,498 | ||||||||||||
Diluted | 3,443,444 | 3,447,049 | 3,442,395 | 3,441,498 |
AMERICAN BILTRITE INC.
RESULTS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2011 AND 2010
BY SEGMENT
($000)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues from external customers | ||||||||||||||||
Tape products | $ | 25,189 | $ | 25,242 | $ | 52,489 | $ | 47,530 | ||||||||
Jewelry | 9,761 | 11,978 | 20,115 | 22,952 | ||||||||||||
Canadian division | 16,291 | 12,940 | 32,510 | 26,309 | ||||||||||||
Total revenues from external customers | $ | 51,241 | $ | 50,160 | $ | 105,114 | $ | 96,791 | ||||||||
Segment profit (loss) before taxes | ||||||||||||||||
Tape products | $ | (1,246 | ) | $ | (835 | ) | $ | (1,021 | ) | $ | (1,292 | ) | ||||
Jewelry | (282 | ) | 894 | (63 | ) | 603 | ||||||||||
Canadian division | 822 | 343 | 1,374 | 644 | ||||||||||||
Corporate (expense) income | (19 | ) | 449 | (249 | ) | 270 | ||||||||||
Total segment income (loss) before taxes and other items | $ | (725 | ) | $ | 851 | $ | 41 | $ | 225 |
Consolidated Condensed Statements of Operations (Unaudited) (USD $)
In Thousands, except Share data |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Income Statement [Abstract] | Â | Â | Â | Â |
Net sales | $ 51,241 | $ 50,160 | $ 105,114 | $ 96,791 |
Cost of products sold | 39,682 | 36,738 | 80,449 | 70,837 |
Selling, general & administrative expenses | 12,544 | 12,153 | 25,380 | 24,723 |
(Loss) income from operations | (985) | 1,269 | (715) | 1,231 |
Other income (expense) | Â | Â | Â | Â |
Interest expense, net | (202) | (183) | (347) | (462) |
Other income (expense) | 462 | (235) | 1,103 | (544) |
Total other income (expense) | 260 | (418) | 756 | (1,006) |
(Loss) income before income taxes and other items | (725) | 851 | 41 | 225 |
(Benefit from) provision for income taxes | (205) | 200 | 75 | 215 |
Net (loss) income | (520) | 651 | (34) | 10 |
Noncontrolling interests | 1 | (45) | (52) | |
Net (loss) income from continuing operations of controlling interests | (519) | 606 | (34) | (42) |
Net (loss) income of discontinued operation, net of noncontrolling interests | (549) | (627) | ||
Net (loss) income attributable to controlling interests | $ (519) | $ 57 | $ (34) | $ (669) |
Basic | Â | Â | Â | Â |
Continuing operations | $ (0.15) | $ 0.18 | $ (0.01) | $ (0.01) |
Discontinued operation | $ (0.16) | $ (0.18) | ||
Basic earnings (loss) per share | $ (0.15) | $ 0.02 | $ (0.01) | $ (0.19) |
Diluted | Â | Â | Â | Â |
Continuing operations | $ (0.15) | $ 0.18 | $ (0.01) | $ (0.01) |
Discontinued operation | $ (0.16) | $ (0.18) | ||
Diluted earnings (loss) per share | $ (0.15) | $ 0.02 | $ (0.01) | $ (0.19) |
Weighted average shares outstanding | Â | Â | Â | Â |
Basic | 3,443,444 | 3,441,463 | 3,442,395 | 3,441,498 |
Diluted | 3,443,444 | 3,447,049 | 3,442,395 | 3,441,498 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 15, 2011
|
|
Document And Entity Information | Â | Â |
Entity Registrant Name | American Biltrite Inc | Â |
Entity Central Index Key | 0000004611 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --12-31 | Â |
Is Entity a Well-known Seasoned Issuer? | No | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 3,447,142 |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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Income Taxes
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Notes to Financial Statements | Â |
Income Taxes |
Note H Income Taxes
The effective tax rate for the six months ended June 30, 2011 and 2010 was 182.9% and 95.6%, respectively. The Companys income tax provision for the first half of 2011 was greater than its pretax income of $41 thousand due to amounts recorded for minimum state taxes and interest on uncertain tax positions. Although the amounts accrued were not significant, they had a significant impact on the Companys effective tax rate due to the small amount of pretax income. During the first half of 2010, the Company did not recognize the tax benefit of losses incurred because of the uncertainty of the Companys ability to generate future taxable income to utilize the deferred tax assets. As of December 31, 2010, the Company determined that the net deferred tax assets of its Canadian division did not require a valuation allowance, resulting in the recognition of a $1.7 million benefit for 2010.
The Companys Canadian subsidiary, American Biltrite (Canada) Ltd. (AB Canada) was audited by the Canadian Revenue Authority (CRA) during 2010 for the years ending 2002 through 2007. In January 2011, the CRA notified AB Canada that certain amounts related to the Companys management fees and net operating loss carryforwards of a discontinued operation will be disallowed. In June 2011, AB Canada received formal assessments for 2002 through 2007. If the CRA positions are sustained in full, the Companys tax liability would increase by approximately $3.6 million plus interest and penalties for these years. In July 2011, AB Canada paid $2.1 million to the CRA, the minimum amount required to be paid. The Company intends to appeal the assessments and vigorously defend its positions. The Companys estimate of its potential liability for the CRA audit conclusions and assessments is included in its allowance for uncertain tax position, which was $1.6 million at June 30, 2011 and December 31, 2010. However, the final outcome of the audit and the Companys appeal is uncertain and therefore, the impact on the financial position and results of operations of the Company cannot be fully determined. |
Financing Arrangements
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Notes to Financial Statements | Â |
Financing Arrangements |
Note D Financing Arrangements
American Biltrite Inc.s primary sources of borrowings are the revolving credit facility (the Revolver) and the term loan (Term Loan) it has with Wachovia Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association (Wells Fargo) pursuant to a loan and security agreement (the Credit Agreement). The Credit Agreement was entered into on June 30, 2009, and initial borrowings under the Credit Agreement were used to pay off borrowings from another financial institution and to pay fees and expenses in connection with the refinancing.
The Credit Agreement provides American Biltrite Inc. and its subsidiaries with (i) a $30.0 million commitment under the Revolver (including a $12.0 million Canadian revolving credit facility sublimit) and (ii) an $8.0 million Term Loan. The Credit Agreement also provides letter of credit facilities with availability of up to $6.0 million (including a $3.0 million Canadian letter of credit facility sublimit) subject to availability under the Revolver. The Revolver expires on June 30, 2012, and all indebtedness under the Credit Agreement other than the Term Loan, matures on that date. Although the Company intends to seek to renew, refinance or replace the Revolver and the letter of credit facilities under the Credit Agreement or extend the maturity date, there can be no assurances that it will be able to do so. A failure to renew, refinance or replace the Revolver and the letter of credit facilities, or to sufficiently extend the current maturity date, on terms satisfactory to the Company would likely have a material adverse effect on the Company's business, results of operations or financial condition.
The Term Loan principal is payable in 72 monthly installments of $111 thousand beginning August 1, 2009 and ending on July 1, 2015. The maximum amount available for revolving debt borrowings is reduced to the amount of the borrowing base if that amount is lower. The borrowing base is based upon eligible assets of the Company, including accounts receivables and inventory. The Companys obligations under the Credit Agreement are secured by a lien on most of the assets of the Company and its subsidiaries. At June 30, 2011, the Company had $8.4 million and $5.3 million outstanding under the Revolver and Term Loan, respectively, and $12.7 million of additional unused borrowing capacity available under the Revolver.
Interest is payable monthly on borrowings under the Credit Agreement at rates based on a base interest rate plus an applicable margin for each type of loan, which varies depending on whether the loan is based on U.S., Canadian, or Eurodollar rate loans and which ranges from an applicable rate of two hundred basis points over U.S. and Canadian base rates to four hundred basis points over Eurodollar base rates for revolving debt loans and three hundred basis points over U.S. base rates and five hundred basis points over Eurodollar base rates for the Term Loan. The Credit Agreement charges the Company a monthly unused borrowing line fee, at a rate equal to five-eighths of one percent (0.625%) per annum. In addition, the Credit Agreement imposes a monthly letter of credit fee equal to four percent (4%) per annum for outstanding letters of credit.
The Credit Agreement contains customary bank covenants, including limitations on incurrence of debt and liens or other encumbrances on assets or properties, sale of assets, making of loans or investments, including paying dividends and redemptions of capital stock, the formation or acquisition of subsidiaries and transactions with affiliates. The Credit Agreement requires the Company to maintain, on a consolidated basis, a minimum fixed charge coverage ratio of 1.0:1.0. The Credit Agreement also requires the Company to maintain, on a consolidated basis, a minimum amount of earnings before interest, taxes, depreciation, and amortization, as determined under the Credit Agreement.
In March 2010, the Company and Wells Fargo entered into an amendment to the Credit Agreement. The amendment reduced the minimum required levels of earnings before interest, taxes, depreciation, and amortization under the Credit Agreement for 2010. It further provided that, for the remaining term of the Credit Agreement, meeting such minimums would not be required for any monthly test period during which the Companys unused available credit under the Credit Agreement was at least $6.0 million for 30 consecutive days. The Company paid a fee of $30 thousand to Wells Fargo in connection with this amendment.
On June 3, 2011, the Company entered into an amendment to the Credit Agreement effective May 27, 2011, which permits the Company to declare and pay dividends up to $500,000 per year, subject to certain conditions including, among others, that the Company is not in default of the Credit Agreement and that as of the date of each such declaration or payment and after giving effect thereto, and for the 30 consecutive day period immediately preceding each such declaration or payment, the amount of borrowings available under the Credit Agreement to the Company shall not be less than $10 million. The amendment also made certain changes to the determination of eligible accounts, which are used in determining borrowing availability under the Credit Agreement, and, subject to certain conditions, permits the Company to withhold shares of its capital stock issued pursuant to options exercised under any stock option plan, as payment for the exercise price for the option and applicable withholding taxes, and for the Company to pay in cash to the governmental authorities the amount of those withholding taxes. The Company paid a fee of $15,000 to Wells Fargo in connection with this amendment.
The Company currently anticipates it will be able to comply with its covenants under the Credit Agreement. However, the Company had to receive covenant waivers on several occasions under its prior credit agreement or enter amendments to that agreement or the Credit Agreement to address failures or expected failures to satisfy covenants under the agreements, and it is possible that, in the future, the Company may need to obtain waivers for failures to satisfy its covenants under the Credit Agreement or enter amendments to the Credit Agreement to address any such failures or obtain replacement financing as a result. There can be no assurance the Company would be successful in obtaining any such waiver, entering any such amendment or obtaining any such replacement financing.
Any waivers, amendments and/or replacement financing, if obtained, could result in significant cost to the Company. If an event of default under the Credit Agreement were to occur, the lenders could cease to make borrowings available under the Revolver and require the Company to repay all amounts outstanding under the Credit Agreement. If the Company were unable to repay those amounts due, the lenders could have their rights over the collateral exercised, which would likely have a material adverse effect on the Companys business, results of operations or financial condition. |
Comprehensive Income (Loss)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Notes to Financial Statements | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive Income (Loss) |
Note J Comprehensive Income (Loss)
The following table presents total comprehensive income for the three and six months ended June 30, 2011 and 2010 (in thousands):
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Income (Loss) Per Share
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Income (Loss) Per Share |
Note K Income (Loss) Per Share
Basic earnings per share is based on the weighted-average number of shares of common stock outstanding, and diluted earnings per share is based on the weighted-average number of shares of common stock outstanding and all dilutive potential common stock equivalents outstanding. The dilutive effect of options is determined under the treasury stock method using the average market price for the period. Common stock equivalents are included in the per share calculations when the effect of their inclusion would be dilutive. The Companys common stock equivalents consist only of stock options granted under the Companys employee and non-employee director stock option plans. |
Stockholders' (Deficit) Equity
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Jun. 30, 2011
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Stockholders' (Deficit) Equity |
Note I Stockholders (Deficit) Equity
The following table reconciles stockholders (deficit) equity for the year ended December 31, 2010 and the six months ended June 30, 2011 (in thousands):
In May and June 2011, certain employees exercised vested stock options with an exercise price of $6.50. Upon exercise of the stock options, the Company issued a total of 5,785 shares of common stock from treasury shares. The cost of the treasury shares was greater than the exercise price and the market value of the Companys stock on the days the stock options were exercised. Consequently, the issuance of stock from treasury stock resulted in a reduction of the Companys equity by $21 thousand.
Prior to July 1, 2010, American Biltrite owned 55% of Congoleums outstanding shares of Class A and Class B common stock. The noncontrolling interests recorded in American Biltrites consolidated financial statements included the 45% of outstanding shares of Congoleum Class A and Class B common stock not owned by American Biltrite. Upon effectiveness of Congoleums plan of reorganization as of July 1, 2010, ABIs ownership interests in Congoleum were cancelled by operation of the plan. Consequently, the results of reorganized Congoleum are not included in the consolidated results of the Company subsequent to June 30, 2010. Congoleums historical results through June 30, 2010 included losses (including other comprehensive losses) of $90.7 million in excess of the value of ABIs investment in Congoleum. The deconsolidation of Congoleum in July 2010 resulted in the elimination from American Biltrites consolidated stockholders equity of the accumulated deficit attributed to Congoleum, $37.1 million of which was recorded against accumulated other comprehensive income for prior period pension adjustments and $53.6 million was recorded as a gain from deconsolidation in net income of discontinued operation. Net income of the discontinued operation for the year ended December 31, 2010 is comprised of (in thousands):
In March 2010, in accordance with its partnership agreement, the Companys majority-owned (94.5%) subsidiary K&M Associates L.P. (K&M) made a $1.8 million distribution to its partners. The amount of the distribution made to the minority partner of K&M was $98 thousand (5.5%), which reduced noncontrolling interests. In August 2010, the Company acquired the 5.5% minority interest in K&M in a non-cash transaction. The Company recognized $44 thousand of income attributable to non-controlling interests in K&M, net of tax, for the eight months ended August 28, 2010. |
Inventories
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Jun. 30, 2011
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Inventories |
Note B Inventories
Inventories at June 30, 2011 and December 31, 2010 consisted of the following (in thousands):
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Other Liabilities
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Jun. 30, 2011
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Other Liabilities |
Note E Other Liabilities
Other Liabilities at June 30, 2011 and December 31, 2010 consisted of the following (in thousands):
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Pension Plans
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Jun. 30, 2011
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Pension Plans |
Note F Pension Plans
The Company sponsors several noncontributory defined benefit pension plans covering most of its employees. Benefits under the plans are based on years of service and employee compensation. Amounts funded annually by the Company are actuarially determined using the projected unit credit and unit credit methods and are equal to or exceed the minimum required by government regulations.
The table below summarizes the components of the net periodic benefit cost for the Company's pension plans during the three and six months ended June 30, 2011 and 2010 (in thousands):
The weighted average assumptions used to determine net periodic benefit cost for the six months ended June 30, 2011 and 2010 were as follows:
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Commitments and Contingencies
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Jun. 30, 2011
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Notes to Financial Statements | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
Note G Commitments and Contingencies
The Company is subject to federal, state and local environmental laws and regulations, and certain legal and administrative claims are pending or have been asserted against the Company. Among these claims, the Company is a named party in several actions associated with waste disposal sites. These actions include possible obligations to remove or mitigate the effects on the environment of wastes deposited at various sites, including Superfund sites and certain of the Companys owned and previously owned facilities. The contingencies also include claims for personal injury and/or property damage. The exact amount of such future cost and timing of payments are indeterminable due to such unknown factors as the magnitude of cleanup costs, the timing and extent of the remedial actions that may be required, the determination of the Companys liability in proportion to other potentially responsible parties, the financial viability of other potentially responsible parties, and the extent to which costs may be recoverable from insurance or other third party sources. Provisions in the financial statements have been recorded for the estimated probable loss associated with all known general and environmental contingencies for the Company. While the Company believes its estimate of the future amount of these liabilities is reasonable, and that it will be paid for the most part over a period of five to twenty-five years, the timing and amount of such payments may differ significantly from the Companys assumptions. Although the effect of future government regulation could have a significant effect on the Companys costs, the Company is not aware of any pending legislation that it currently expects would have a material adverse effect on its results of operations or financial position. There can be no assurances that the costs of any future government regulations could be passed along by the Company to its customers. Estimated insurance recoveries related to these liabilities are reflected in other non-current assets.
The Company records a liability for environmental remediation claims when the Company determines that it is probable that the Company will incur costs relating to a clean-up program or will have to make claim payments, and the costs or payments can be reasonably estimated. As assessments are revised and clean-up programs progress, these liabilities are adjusted as appropriate to reflect such revisions and progress.
ABI is a co-defendant with many other manufacturers and distributors of asbestos containing products in approximately 1,297 pending claims involving approximately 1,843 individuals as of June 30, 2011. These claims relate to products of ABIs former Tile division, which ABI contributed to Congoleum in 1993. The claimants allege personal injury or death from exposure to asbestos or asbestos-containing products. Activity related to asbestos claims during the six months ended June 30, 2011 and year ended December 31, 2010 was as follows:
ABI has multiple excess layers of insurance coverage for asbestos claims. The total indemnity costs incurred to settle claims during the six months ended June 30, 2011 and the year ended December 31, 2010 were $3.2 million and $5.7 million, respectively, all of which were paid by ABI's first-layer excess umbrella insurance carriers, as were the related defense costs.
In addition to coverage available under the first-layer excess umbrella coverage (the Umbrella Coverage), ABI has additional excess liability insurance policies that should provide further coverage if and when limits of certain policies within the Umbrella Coverage exhaust. While ABI expects the Umbrella Coverage will result in the substantial majority of defense and indemnity costs for asbestos claims against ABI being paid by its insurance carriers for the foreseeable future, ABI may incur uninsured costs related to asbestos claims, and those costs could be material. If ABI were to incur significant uninsured costs for asbestos claims, or its insurance carriers failed to fund insured costs for asbestos claims, such costs could have a material adverse impact on its liquidity, financial condition and results of operations.
In general, governmental authorities have determined that asbestos-containing sheet and tile products are nonfriable (i.e., cannot be crumbled by hand pressure) because the asbestos was encapsulated in the products during the manufacturing process. Thus, governmental authorities have concluded that these products do not pose a health risk when they are properly maintained in place or properly removed so that they remain nonfriable. The Company has issued warnings not to remove asbestos-containing flooring by sanding or other methods that may cause the product to become friable.
The Company estimates its liability for indemnity to resolve current and reasonably anticipated future asbestos-related claims, based upon a strategy to vigorously defend against and strategically settle those claims on a case-by-case basis in the normal course of business. Factors such as recent and historical settlement and trial results, the court dismissal rate of claims, the incidence of past and recent claims, the number of cases pending against it and asbestos litigation developments that may impact the exposure of the Company were considered in performing these estimates. Changes in factors could have a material impact on the Companys liability. For instance, the estimate is sensitive to changes in the mesothelioma acceptance rate. For example, if the calibration window is shifted by two years prior to 2010, the mesothelioma acceptance rate decreases by 1.2% to 4.6%, and this would reduce the low end of the estimated liability range discussed below by about 20% (assuming all other variables remain constant).
The Company utilizes an actuarial study periodically to assist it in developing estimates of the Companys potential liability for resolving present and possible future asbestos claims. Projecting future asbestos claim costs requires estimating numerous variables that are difficult to predict, including the incidence of claims, the disease that may be alleged by future claimants, future settlement and trial results, future court dismissal rates for claims, and possible asbestos legislation developments. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, the Company believes that six years is the most reasonable period over which to include future claims that may be brought against the Company for recognizing a reserve for future costs. Due to the numerous variables and uncertainties, the Company does not believe that reasonable estimates can be developed of liabilities for claims beyond a six year horizon. The Company will continue to evaluate its range of future exposure, and the related insurance coverage available, and when appropriate, record future adjustments to those estimates, which could be material.
The estimated range of liability for settlement of current claims pending and claims anticipated to be filed in the next six years, excluding defense costs, was $17.7 million to $62.0 million as of December 31, 2010. The Company believes no amount within this range is more likely than any other, and accordingly has recorded a liability of $17.7 million at June 30, 2011 and December 31, 2010 in its financial statements which the Company believes represents a probable and reasonably estimable amount for the future liability at the present time. The Company also believes that based on this liability estimate, the corresponding amount of insurance probable of recovery is $17.6 million at June 30, 2011 and December 31, 2010, which has been included in other assets. The same factors that affect developing forecasts of potential indemnity costs for asbestos-related liabilities also affect estimates of the total amount of insurance that is probable of recovery, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method in which losses will be allocated to the various insurance policies and the years covered by those policies, how legal and other loss handling costs will be covered by the insurance policies, and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. These amounts were based on currently known facts by ABI and a number of assumptions. However, the uncertainties referred to above, including the difficulty projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of each such claim, and the continuing solvency of various insurance companies, as well as numerous uncertainties surrounding asbestos legislation in the United States, could cause the actual liability and insurance recoveries for the Company to be higher or lower than those projected or recorded.
There can be no assurance that the Companys accrued asbestos liabilities will approximate its actual asbestos-related settlement costs, or that it will receive the insurance recoveries which it has accrued or that its insurance will adequately cover the Companys costs and liabilities with respect to asbestos claims. The Company believes that it is reasonably possible that it will incur charges for resolution of asbestos claims in the future, which could exceed the Companys existing reserves. The Company believes it has substantial insurance coverage to mitigate future costs related to this matter.
As of June 30, 2011 and December 31, 2010, ABI recorded an environmental reserve of $8.3 million, which the Company believes represents the probable and reasonably estimable amounts to cover the anticipated remediation costs described in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and above based on facts and circumstances known to the Company. The Company has also recorded a receivable of $3.2 million as of June 30, 2011 and December 31, 2010, for what the Company believes are its estimable and probable recoveries for the contingencies described above. These projects tend to be long-term in nature, and these assumptions are subject to refinement as facts change. As such, it is possible that the Company may need to revise its recorded liabilities and receivables for environmental costs in future periods, resulting in potentially material adjustments to the Companys earnings and estimated funding obligations with respect to these matters in future periods. The Company monitors existing and potential environmental matters to consider the reasonableness of its estimates and assumptions.
In the Companys Annual Report on Form 10-K for the year ended December 31, 2010, the Company disclosed various legal proceedings. There have been no material developments relating to the environmental sites or the other environmental or other legal matters relating to ABI during the six month period ended June 30, 2011, other than the updates noted above regarding the Companys asbestos-related claims.
In addition to the matters referenced above, in the ordinary course of its business, the Company becomes involved in lawsuits and administrative proceedings in connection with product liability claims (in addition to asbestos related claims) and other matters. In some of these proceedings, plaintiffs may seek to recover large and sometimes unspecified amounts, and the matters may remain unresolved for several years. |
Basis of Presentation
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Basis of Presentation |
Note A Basis of Presentation
The accompanying unaudited consolidated condensed financial statements which include the accounts of American Biltrite Inc. and its wholly owned subsidiaries as well as entities over which it has voting control (referred to herein as ABI, American Biltrite or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for future periods, including the year ending December 31, 2011. For further information, refer to the consolidated financial statements and the notes to those financial statements included in American Biltrite Inc.'s Annual Report on Form 10-K for the year ended December 31, 2010.
The consolidated condensed balance sheet at December 31, 2010 has been derived from the audited financial statements as of that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements.
The Companys former subsidiary Congoleum Corporation (Congoleum) filed a voluntary petition on December 31, 2003, with the United States Bankruptcy Court for the District of New Jersey (the Bankruptcy Court) seeking relief under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago, and on August 17, 2009, the United States District Court for the District of New Jersey (the District Court) withdrew the reference of Congoleums Chapter 11 case from the Bankruptcy Court and assumed authority over the proceedings. Congoleums plan of reorganization was confirmed by the District Court on June 7, 2010 and became effective July 1, 2010. Upon effectiveness of Congoleums plan of reorganization, ABIs ownership interests in Congoleum were cancelled. Consequently, the results of reorganized Congoleum are not included in the consolidated results of the Company subsequent to June 30, 2010. In the accompanying unaudited consolidated condensed financial statements, the historical results of Congoleum have been reported as a discontinued operation. |
Accrued Expenses
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Jun. 30, 2011
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Accrued Expenses |
Note C Accrued Expenses
Accrued expenses at June 30, 2011 and December 31, 2010 consisted of the following (in thousands):
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Industry Segments
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Jun. 30, 2011
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Industry Segments |
Note L Industry Segments
Description of Products and Services
The Company has three segments for financial reporting purposes: the tape division, jewelry and a Canadian division. The tape division segment manufactures paper, film, HVAC, electrical, shoe and other tape products for use in industrial and automotive markets in two production facilities in the United States, and in finishing and sales facilities in Belgium and Singapore. The jewelry segment consists of the Company's subsidiary K&M Associates L.P., a national costume jewelry supplier to mass merchandisers and department stores. The Company's Canadian division produces flooring, rubber and other industrial products.
Prior to July 1, 2010, the Company had a flooring segment, which consisted of Congoleum, a manufacturer of resilient floor coverings. On July 1, 2010, Congoleums plan of reorganization became effective and, consequently, ABIs ownership interest in Congoleum was cancelled by operation of that plan (see Notes A and I). In the accompanying unaudited consolidated condensed financial statements, the historical results of Congoleum have been reported as a discontinued operation. Net sales and segment profit provided below relate to the segments of the continuing operations. Intersegment net sales recorded in 2010 and reported below were sales made by the Tape and Canadian divisions to Congoleum for periods through June 30, 2010. Subsequent to June 30, 2010, the Tape and Canadian divisions continued to sell products to reorganized Congoleum. Net sales made by ABI to reorganized Congoleum for the six months ended June 30, 2011 totaled $1.5 million and have been included in net sales to external customers.
Net sales by segment for the three ended June 30, 2011 and 2010 were as follows (in thousands):
Segment profit or loss is before income tax expense or benefit and noncontrolling interests. Profit (loss) by segment for the three and six months ended June 30, 2011 and 2010 was as follows (in thousands):
During the three and six months ended June 30, 2010, intercompany profits for sales made to Congoleum were eliminated. Subsequent to the deconsolidation of Congoleum in July 2010 (see Notes A and I), the Company did not eliminate profits from sales made to Congoleum in accordance with U.S. GAAP.
Assets by segment as of June 30, 2011 and December 31, 2010 were as follows (in thousands):
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