-----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, EHnGtLhfTGhIV/I7ujJjES1YVVD7UWjeeaGQrnaR58xC4Bd8JNCavxvhOixbn+zm L+rCzF0U4VvOHWYq+GLHxA== 0000902561-99-000340.txt : 19990806 0000902561-99-000340.hdr.sgml : 19990806 ACCESSION NUMBER: 0000902561-99-000340 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY RAZOR CO CENTRAL INDEX KEY: 0000750339 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 541050207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-60298 FILM NUMBER: 99678280 BUSINESS ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 BUSINESS PHONE: 5042488000 MAIL ADDRESS: STREET 1: PO BOX 500 CITY: STAUNTON STATE: VA ZIP: 24402-0500 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 1999 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 000-21952 AMERICAN SAFETY RAZOR COMPANY (Exact name of registrant as specified in its charter) Delaware 54-1050207 (State of incorporation) (I.R.S. Employer Identification Number) One Razor Blade Lane, P.O. Box 979, Verona, Virginia 24482-0979 (Address of principal executive (540) 248-8000 offices, including zip code) Registrant's telephone number 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 the number of shares outstanding of each of the issuer's classes of common stock, as of August 2, 1999. Class Outstanding at August 2, 1999 Common Stock, $.01 Par Value 12,110,349 AMERICAN SAFETY RAZOR COMPANY Index
Page Number Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations (Unaudited) 3 Condensed Consolidated Statements of Comprehensive Income (Unaudited) 4 Condensed Consolidated Statements of Cash Flows (Unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosure of Market Risk 30 Part II. Other Information Item 1. Legal Proceedings 31 Item 6. Exhibits and Reports on Form 8-K 31 Signatures 32
AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
Company Predecessor -------------- --------------- June 30, December 31, 1999 1998 -------------- --------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,346 $ 3,453 Trade receivables, net 42,850 44,498 Inventories 59,892 54,029 Income taxes receivable 2,149 989 Deferred income taxes 6,153 5,108 Prepaid expenses 2,153 2,340 -------- -------- Total current assets 115,543 110,417 Property and equipment 95,394 124,814 Less accumulated depreciation (2,108) (50,149) -------- -------- 93,286 74,665 Intangible assets, net: Goodwill 165,766 68,446 Other 9,428 3,365 -------- -------- 175,194 71,811 Prepaid pension cost and other 23,182 6,004 -------- -------- Total assets $407,205 $262,897 ======== ========
See accompanying notes. -1- AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
Company Predecessor -------------- --------------- June 30, December 31, 1999 1998 -------------- ---------------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 16,208 $ 14,269 Accrued expenses and other 21,464 19,968 Current maturities of long-term obligations 5,569 3,852 --------- --------- Total current liabilities 43,241 38,089 Long-term obligations 160,598 123,481 Retiree benefits and other 25,878 25,163 Deferred income taxes 33,325 6,610 -------- --------- Total liabilities 263,042 193,343 -------- -------- Stockholders' equity: Common Stock, $.01 par value, 25,000,000 shares authorized; 12,110,349 shares issued and outstanding at June 30, 1999 (12,110,049 at December 31, 1998) 121 121 Additional paid-in capital 172,843 65,905 Advances to parent, net (24,155) - Retained earnings (accumulated deficit) (4,336) 4,457 Accumulated other comprehensive loss (310) (929) --------- ---------- 144,163 69,554 -------- --------- Total liabilities and stockholders' equity $407,205 $262,897 ======== ========
See accompanying notes. -2- AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except per share data)
Company Predecessor Predecessor --------- ------------------- -------------------- Period Period Period from from Three from Six April 24, April 1, Months January 1, Months 1999 to 1999 to Ended 1999 to Ended June 30, April 23, June 30, April 23, June 30, 1999 1999 1998 1999 1998 --------- ----------- -------- ------- ------------ Net sales $59,942 $17,304 $73,751 $87,591 $140,262 Cost of sales: Other costs 38,185 11,691 49,951 58,520 96,954 Purchase accounting adjustment to inventory 9,008 - - - - --------- ----------- -------- -------- ------------ Gross profit 12,749 5,613 23,800 29,071 43,308 Selling, general and administrative expenses 13,130 4,922 16,590 21,429 30,111 Amortization of intangibles 919 188 633 835 1,264 Special charge - - - - 1,003 Transaction expenses - 11,440 - 11,440 - --------- ----------- -------- ------- ------------ Operating income (loss) (1,300) (10,937) 6,577 (4,633) 10,930 Interest expense 3,972 877 3,104 3,907 6,149 --------- ----------- -------- ------- ------------ Income (loss) before income taxes and extraordinary item (5,272) (11,814) 3,473 (8,540) 4,781 Income taxes (benefit) (1,547) (2,142) 1,379 (842) 1,898 --------- ----------- -------- ------- ------------ Income (loss) before extraordinary item (3,725) (9,672) 2,094 (7,698) 2,883 Extraordinary item, net of income tax benefit 611 118 - 118 - --------- ----------- -------- ------- ------------ Net income (loss) $(4,336) $(9,790) $2,094 $(7,816) $2,883 ========= =========== ======== ======== ============ Basic earnings per share: Income (loss) before extraordinary item $(0.31) $(0.80) $0.17 $(0.64) $0.24 Extraordinary item (0.05) (0.01) - (0.01) - --------- ----------- -------- ------- ------------ Net income (loss) $(0.36) $(0.81) $0.17 $(0.65) $0.24 ========= =========== ======== ======== ============ Weighted average number of shares outstanding 12,110 12,110 12,107 12,110 12,105 ========= =========== ======== ======== ============ Diluted earnings per share: Income (loss) before extraordinary item $(0.31) $(0.79) $0.17 $(0.63) $0.23 Extraordinary item (0.05) (0.01) - (0.01) - --------- ----------- -------- ------- ------------ Net income (loss) $(0.36) $(0.80) $0.17 $(0.64) $0.23 ========= =========== ======== ======== ============ Weighted average number of shares outstanding 12,122 12,207 12,234 12,198 12,285 ========= =========== ======== ======== ============
See accompanying notes. -3- CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands)
Company Predecessor Predecessor --------- ------------------- -------------------- Period Period Period from from Three from Six April 24, April 1, Months January 1, Months 1999 to 1999 to Ended 1999 to Ended June 30, April 23, June 30, April 23, June 30, 1999 1999 1998 1999 1998 --------- ----------- -------- ------- ------------ Net income (loss) $(4,336) $(9,790) $2,094 $(7,816) $2,883 Other comprehensive income (loss): Foreign currency translation adjustments (310) 317 (139) (116) (51) --------- ----------- -------- ------- ------------ Comprehensive income (loss) $(4,646) $(9,473) $1,955 $(7,932) $2,832 ========= =========== ======== ======== ============
See accompanying notes. -4- AMERICAN SAFETY RAZOR COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Company Predecessor ---------- ------------------------ Period Period from from Six April 24, January 1, Months 1999 to 1999 to Ended June 30, April 23, June 30, 1999 1999 1998 ---------- ----------- -------- Operating activities Net income (loss) $(4,336) $(7,816) $2,883 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary item 611 118 - Depreciation and amortization 2,960 4,105 5,929 Amortization of financing costs 346 180 270 Retiree benefits and other (872) (719) (448) Deferred income taxes (3,326) 232 1,058 Changes in operating assets and liabilities: Trade receivables (6,062) 7,710 2,637 Inventories 9,623 (7,748) (4,248) Income taxes receivable 1,518 (2,252) (1,497) Prepaid expenses (18) 205 (981) Accounts payable 216 1,723 3,184 Accrued and other expenses 1,768 (1,072) (1,325) Income taxes payable - - (4,024) -------- --------- ------ Net cash provided by (used in) operating activities 2,428 (5,334) 3,438 Investing activities Capital expenditures (1,354) (3,638) (5,498) Other 2 49 - -------- -------- -------- Net cash used in investing activities (1,352) (3,589) (5,498) Financing activities Repayment of long-term obligations (33,793) (25,846) (4,655) Proceeds from borrowings 32,801 65,337 6,629 Deferred loan fees - (7,606) - Proceeds from exercise of stock options - 2 104 Advances to parent, net - (24,155) - -------- ------- ------- Net cash (used in) provided from financing activities (992) 7,732 2,078 ------- -------- ------ Net increase (decrease) in cash and cash equivalents 84 (1,191) 18 Cash and cash equivalents, beginning of period 2,262 3,453 1,434 ------ ------- ------ Cash and cash equivalents, end of period $2,346 $2,262 $1,452 ====== ====== ======
See accompanying notes. -5- AMERICAN SAFETY RAZOR COMPANY Notes to Condensed Consolidated Financial Statements (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the period April 1, 1999 to April 23, 1999 and the period January 1, 1999 to April 23, 1999 for American Safety Razor Company prior to its acquisition by RSA Acquisition Corporation (the "Predecessor"), an affiliate of J.W. Childs Equity Partners II, L.P. ("J.W. Childs") and the period April 23, 1999 to June 30, 1999 for the American Safety Razor Company (the "Company") subsequent to the acquisition, are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. The balance sheet at December 31, 1998 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. As a result of the acquisition and new basis of accounting described in Note G, the Company's financial statements for the period subsequent to the acquisition are not comparable to the Predecessor's financial statements for the period prior to the acquisition. With respect to inventories see Note B. NOTE B - INVENTORIES Classifications of inventories under LIFO as of December 31, 1998 are as follows: December 31, 1998 (In thousands) Raw materials $18,797 Work-in-process 6,612 Finished goods 25,070 Operating supplies 3,475 ------- 53,954 Excess of LIFO inventory value over current cost 75 ------- $54,029 ======= In connection with the acquisition the Company's new owners adopted the first-in, first-out ("FIFO") method of valuation of inventories and the classification of these inventories as of June 30, 1999, are as follows: June 30, 1999 (In thousands) Raw materials $23,067 Work-in-process 5,987 Finished goods 27,264 Operating supplies 3,574 ------- $59,892 ======= -6- NOTE C - SPECIAL CHARGES In March 1998, the Company recorded a special charge of approximately $1,003,000 related to the shutdown of the Company's cotton operations in Sparks, Nevada and employee terminations. The following table provides information about the changes in the Company's accrued special charges, including the special charges discussed above, for the first half of 1999:
Remaining Accruals Remaining Balance at (Reversals) Charges in Balance at January 1, 1999 in 1999 1999 June 30, 1999 --------------- ------------ ----------- ------------- Discontinuation of product line: Contract termination $ 500,000 $ - $517,000 $(17,000) Excess inventory and deferred charges 500,000 200,000 - 700,000 Severance and employee benefits 603,000 (200,000) 228,000 175,000 ---------- --------- -------- -------- $1,603,000 $ - $745,000 $858,000 ========== ========= ======== ========
Amounts remaining at June 30, 1999 are included in accrued expenses in the accompanying condensed consolidated balance sheets. Substantially all of the remaining payments and asset impairments are expected to occur during the remainder of 1999. NOTE D - LONG TERM OBLIGATIONS On April 23, 1999 and concurrent with the Acquisition described in Note G, the Company entered into a $190,000,000 credit agreement (the "Credit Agreement"), which provided for term loan commitments in the aggregate amount of $165,000,000 (the "Term Loan Facility") and a revolving credit facility commitment of $25,000,000, and terminated its existing revolving credit facility (the "Terminated Credit Facility"). The Term Loan Facility expires on January 31, 2005 and principal payments under this facility begin on January 31, 2000 and continue quarterly until the expiration date. Principal payments are based on a percentage of principal balance outstanding on the respective payment date as defined in the Credit Agreement. The revolving credit facility also expires on January 31, 2005 and borrowings under this facility are required to be repaid by the expiration date. At June 30, 1999, the Company had outstanding borrowings under the Term Loan Facility of $88,000,000 and outstanding borrowings under the revolving credit facility of $5,000,000. The proceeds from these borrowings and internally generated funds of $1,986,000 were used to purchase $30,700,000 face value of the Company's 9 7/8 Series B Senior Notes (the "Senior Note") which were validly tendered (see Note G), pay expenses and accrued interest of $1,402,000 incurred in connection with the purchase of the Senior Notes, pay the outstanding balances of $18,811,000 including accrued interest on the Terminated Credit Facility and other short-term debt, pay fees and expenses of $19,918,000 related to the acquisition and financing and advance funds totaling $24,155,000 to RSA Acquisition Corporation to fund a portion of the acquisition described in Note G. The Credit Agreement limits the ability of the Company, among other limitations, to incur certain additional indebtedness, places certain restrictions on the payment of dividends and limits the amount of annual capital expenditures. The Credit Agreement also contains certain financial covenants which require the Company, among other requirements, to meet certain financial ratios relating to leverage, fixed charges and interest coverage. In connection with the purchase of the Senior Notes, the Company paid a premium over par and wrote-off deferred financing costs in the aggregate gross amount of $969,000. These expenses, net of the related tax benefit of $358,000, are reflected in the Company's consolidated statement of operations in the caption "Extraordinary item" for the period from April 24, 1999 to June 30, 1999. In addition, the Company wrote-off deferred financing costs, in the aggregate gross amount of $186,000 in connection with the termination of the Terminated Credit Facility. These expenses, net of the related tax benefit of $68,000, are also reflected in the Company's consolidated statement of operations in the caption "Extraordinary item" for the period from April 1, 1999 to April 23, 1999. At June 30 1999, the Company had approximately $20 million available for future borrowings under its revolving credit facility and approximately $77 million available for future borrowings under its Term Loan Facility. -7- Effective July 5, 1999, the Company permanently reduced the amount available for future borrowings under its Term Loan Facility by $52.5 million to $112.5 million which represents the amount of borrowings outstanding under the Term Loan Facility on July 8, 1999. NOTE E - EARNINGS PER SHARE The difference between the weighted average number of shares outstanding for computing basic earnings per share and diluted earnings per share relates to the Company's employee stock options outstanding which are assumed to be converted for the diluted earnings per share calculation when the average market price of the Company's common stock for the period exceeds the exercise price of the employee stock options which are outstanding. In connection with the acquisition described in Note G, the Company, on April 30, 1999, redeemed all of its then outstanding options to purchase common stock of the Company for aggregate consideration of $1.2 million. NOTE F - SEGMENT INFORMATION
Company Predecessor ------------------- ---------------------------------------------- Period from Period from Three Months April 24, 1999 to April 1, 1999 to Ended June 30, June 30, 1999 April 23, 1999 1998 ------------------- ------------------- --------------------- Net Operating Net Operating Net Operating Sales Income Sales Income Sales Income --------- --------- -------- ---------- -------- ------------ (In Thousands) Razors and Blades $40,332 $(1,861) $10,907 $(10,639) $45,730 $4,836 Cotton and Foot Care 13,566 (151) 4,998 (169) 20,837 1,070 Custom Bar Soap 6,044 712 1,399 (129) 7,184 671 -------- -------- -------- --------- -------- -------- $59,942 (1,300) $17,304 (10,937) $73,751 6,577 ======= ======= ======= Interest expense 3,972 877 3,104 -------- --------- ------- Income (loss) before income taxes and extraordinary item $(5,272) $(11,814) $3,473 ======= ======== ====== Predecessor -------------------------------------------- Period from Six Months January 1, 1999 to Ended June 30, April 23, 1999 1998 ------------------- -------------------- Net Operating Net Operating Sales Income Sales Income --------- -------- --------- --------- Razors and Blades $55,189 $(4,673) $84,404 $8,022 Cotton and Foot Care 25,551 258 43,484 2,234 Custom Bar Soap 6,851 (218) 12,374 674 -------- ------- --------- -------- $87,591 (4,633) $140,262 10,930 ======= ======== Interest expense 3,907 6,149 ------- ------- Income (loss) before income taxes and extraordinary item $(8,540) $4,781 ======= ====== Total Assets ------------- June 30, 1999 ------------- Razors and Blades $289,161 Cotton and Foot Care 63,659 Custom Bar Soap 54,385 ------------- $407,205 =============
-8- NOTE G - MERGER Effective April 23, 1999, RSA Acquisition Corporation ("Acquisition"), an affiliate of "J.W. Childs", completed its $14.20 per share cash tender offer for all outstanding shares of the Predecessor in accordance with a February 12, 1999 merger agreement upon the terms and subject to the conditions set forth in the offer to purchase ("the Stock Tender Offer"). Following completion of the offer, there remain approximately 266,601 American Safety Razor shares outstanding. On July 1, 1999, RSA Acquisition Corp. and American Safety Razor completed a merger transaction pursuant to which RSA Acquisition Corp. will acquire these remaining shares of American Safety Razor for $14.20 per share. The aggregate purchase price, including transaction costs of $1.0 million, paid for the common stock purchased in the Stock Tender Offer excluding the cost to redeem stock options, once all of the common stock is tendered, is approximately $173.0 million. Following the merger, the Company is the surviving corporation and is a direct, wholly- owned subsidiary of RSA Holdings, which is wholly-owned by J.W. Childs, its affiliates and Company management. Subsequent to the acquisition and pursuant to the terms of its Indenture, the Company made an offer to purchase its 9 7/8 Series B Senior Notes due August 1, 2005 (the "Existing Notes"). In response thereto, $30.7 million of the Existing Notes were properly tendered and retired by the Company. The Company has accounted for the acquisition as a purchase. The allocation of the purchase price resulted in purchase adjustments being applied to the assets acquired and liabilities assumed. The total purchase price of approximately $172,964,000 was allocated to the acquired assets and assumed liabilities based on preliminary estimates of their respective fair values at April 23, 1999 as follows: Working capital $ 77,908,000 Property, plant and equipment 93,973,000 Intangible assets, including goodwill 177,113,000 Prepaid pension and other assets 46,861,000 Long-term debt (163,685,000) Other liabilities (59,206,000) ------------- $172,964,000 ============= These preliminary estimates are subject to change as they are based on preliminary appraisals and as certain of the Company's business plans become finalized. As a result of the acquisition and new basis of accounting, the Company's financial statements for the period subsequent to the acquisition are not comparable to the Predecessor's financial statements for the period prior to the acquisition. As a result of the application of purchase accounting the Company's depreciation expense and amortization of intangible assets increased and the Company adjusted the carrying value of acquired inventories to reflect their fair market value, which adjustment was written off in the April 24, 1999 to June 30, 1999 reporting period. In addition, certain fees and expenses incurred relating to the above transactions were expensed in the period in which the transactions were completed and are included in the Predecessor's consolidated statement of operations in the caption "Transaction expenses". The primary components of this caption are (i) amounts paid to redeem all of the outstanding options to purchase common stock of the Predecessor, (ii) costs incurred by or on behalf of the Predecessor in connection with the acquisition, including legal and other advisory fees, and (iii) costs incurred by or on behalf of the Predecessor related to payments made to certain employees of the Predecessor in connection with the change of control. NOTE H - CONTINGENCIES During 1998 the Company purchased bleached cotton from an outside supplier for use in its pharmaceutical coil business. The Company converted this cotton from incoming bales into a coil, which was shipped to its pharmaceutical customers to be used as filler in bottles of oral dosage forms of pharmaceutical products to prevent breakage. During the period from March through November of 1998, the process by which the Company's supplier bleached this cotton was changed by introducing an expanded hydrogen peroxide treatment. Subsequent testing indicated varying levels of residual hydrogen peroxide in the cotton processed during this time period and the supplier in November 1998 reduced the levels of residual hydrogen peroxide in its bleaching process. The -9- Company, to date, has received complaints from a number of customers alleging defects in the cotton supplied them during the period and asserting these defects may have led to changes in their products pharmaceutical appearance, and with respect to a limited number of products, potency. The Company has received notice of claims for damages in the aggregate amount of approximately $2.2 million which the Company believes primarily relates to alleged lost sales and merchandise damage, and it is possible that additional damage claims might be forthcoming. On March 2, 1999, at the request of the Food and Drug Administration, the Company notified all (numbering approximately 85) of its pharmaceutical cotton coil customers that it was withdrawing from the market those lots of cotton coil which may contain elevated levels of hydrogen peroxide. The Company has notified its supplier that, in the Company's view, the supplier is primarily responsible for damages, if any, that may arise out of this matter. At this time, the Company's supplier has agreed to be responsible for the cost of fiber, bleaching and freight of returned product, but has not agreed to be responsible for any other damages and has expressed an intention to assert defenses to our claims. The Company's insurance carriers have been timely notified of the existence of the claim and have agreed to provide defense in a reservation of rights letter, but are continuing to evaluate whether coverage would apply to all aspects of the claims. The Company has been advised by its general counsel that it has a number of valid defenses to potential customer claims as well as a third party claim against the supplier for damages, if any, incurred by the Company. However, management is unable to make a meaningful estimate of the amount or range of loss that could result from an unfavorable outcome relating to this overall issue, and accordingly, there can be no assurance that our exposure from this matter might not exceed the combination of our insurance coverage, if any, and our recourse to suppliers. It is therefore possible that the Company's results of operations or cash flows in a particular quarterly or annual period or its financial position could be significantly and adversely affected by an ultimate unfavorable outcome of this matter. Weston Properties Investments III, Ltd. has filed a claim against the Company for damages relating to delays in cost overruns attendant to the Company's facility expansion in Cleveland, Ohio in the amount of $649,000. Management believes that the outcome of this matter will not have a material adverse effect on the Company's consolidated financial position or results of operations. In June 1999, the Company received notice of the filing of a lawsuit by The Gillette Company ("Gillette") seeking injunction and damages for (i) alleged infringement by the Company's MBC(TM) moving blade shaving cartridge system, introduced by the Company during the fourth quarter of 1994, and by the Company's Tri-Flexxx(TM) three bladed shaving system, introduced by the Company during the second quarter of 1999, of certain patents held by Gillette, and (ii) alleged unfair advertising and packaging practices as well as alleged breach of contract related to MBC(TM) and Tri-Flexxx(TM) packaging. The Company believes the claims are without merit and does not believe it has any material liability with respect to the patent, unfair advertising or contract claims and intends to vigorously contest these claims. However, management and counsel at this time are unable to make a meaningful estimate of the amount or range of loss that could result from an unfavorable outcome relating to this matter. The Company will reassess this matter as new facts become available. NOTE I - SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION The Company's $69.3 million of Series B Senior Notes due 2005 have been guaranteed, on a joint and several basis by certain domestic subsidiaries of the Company, which guarantees are senior unsecured obligations of each guarantor and will rank pari passu in right of payment with all other indebtedness of each guarantor. However, the guarantee of one of the guarantor subsidiaries ranks junior to its outstanding subordinated note. The following condensed consolidating financial information presents condensed consolidating financial statements as of June 30, 1999 (the Company) and December 31, 1998 (Predecessor), for the period from April 24, 1999 to June 30, 1999 (the Company), for the period from January 1, 1999 to April 23, 1999 (Predecessor), and for the six months ended June 30, 1998 (Predecessor), of American Safety Razor Company - the parent company, the guarantor subsidiaries, the non-guarantor subsidiaries, and elimination entries necessary to combine such entities on a consolidated basis. Separate financial statements and other disclosures concerning the guarantor subsidiaries are not presented because management has determined that such information would not be material to the holders of the Series B Senior Notes. -10- Condensed Consolidating Balance Sheets June 30, 1999 (In thousands)
Company ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Assets Current assets: Cash and cash equivalents $ 7 $ 185 $ 2,154 $ - $ 2,346 Trade receivables, net 20,024 10,404 12,660 (238) 42,850 Advances receivable--subsidiaries 39,530 - 3,906 (43,436) - Inventories 32,758 16,310 12,141 (1,317) 59,892 Income taxes and prepaid expenses 7,891 2,023 541 - 10,455 --------- --------- -------- ------------- -------- Total current assets 100,210 28,922 31,402 (44,991) 115,543 Property and equipment, net 57,427 26,573 9,286 - 93,286 Intangible assets, net 137,386 36,869 939 - 175,194 Prepaid pension cost and other 15,077 8,084 21 - 23,182 Investment in subsidiaries 61,549 - 3,340 (64,889) - --------- --------- -------- ------------- -------- Total assets $371,649 $100,448 $44,988 $(109,880) $407,205 ========= ========= ======== ============= ======== Liabilities and Stockholders' Equity Current liabilities: Accounts payable, accrued expenses and other $ 22,918 $ 10,707 $ 4,048 $ (1) $ 37,672 Advances payable--subsidiaries - 44,733 - (44,733) - Current maturities of long-term obligations 3,049 1,379 1,141 - 5,569 --------- --------- -------- ------------- -------- Total current liabilities 25,967 56,819 5,189 (44,734) 43,241 Long-term obligations 160,534 64 - - 160,598 Retiree benefits and other 15,872 10,006 - - 25,878 Deferred income taxes 24,803 8,249 273 - 33,325 --------- --------- -------- ------------- -------- Total liabilities 227,176 75,138 5,462 (44,734) 263,042 --------- --------- -------- ------------- -------- Stockholders' equity Common Stock 121 485 88 (573) 121 Additional paid-in capital 172,843 24,940 39,834 (64,774) 172,843 Advances to parent, net (24,155) - - - (24,155) Retained earnings (accumulated deficit) (4,336) (115) (83) 198 (4,336) Accumulated other comprehensive loss - - (313) 3 (310) --------- --------- -------- ------------- -------- 144,473 25,310 39,526 (65,146) 144,163 --------- --------- -------- ------------- -------- Total liabilities and stockholders' equity $371,649 $100,448 $44,988 $(109,880) $407,205 ========= ========= ======== ============= ========
-11- Condensed Consolidating Balance Sheets December 31, 1998 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Assets Current assets: Cash and cash equivalents $ (17) $ 106 $ 3,364 $ - $ 3,453 Trade receivables, net 18,717 12,315 13,704 (238) 44,498 Advances receivable--subsidiaries 48,543 - - (48,543) - Inventories 30,108 13,349 11,604 (1,032) 54,029 Income taxes and prepaid expenses 6,216 1,578 643 - 8,437 --------- --------- -------- ------------- -------- Total current assets 103,567 27,348 29,315 (49,813) 110,417 Property and equipment, net 41,656 24,068 8,941 - 74,665 Intangible assets, net 49,027 20,601 2,183 - 71,811 Prepaid pension cost and other 1,133 4,850 21 - 6,004 Investment in subsidiaries 39,458 - 4,218 (43,676) - --------- --------- -------- ------------- -------- Total assets $234,841 $76,867 $44,678 $(93,489) $262,897 ========= ========= ======== ============= ======== Liabilities and Stockholders' Equity Current liabilities: Accounts payable, accrued expenses and other $ 20,058 $ 9,611 $ 4,568 $ - $ 34,237 Advances payable--subsidiaries - 43,283 4,703 (47,986) - Current maturities of long-term obligations 1,030 1,380 1,442 - 3,852 --------- --------- -------- ------------- -------- Total current liabilities 21,088 54,274 10,713 (47,986) 38,089 Long-term obligations 121,718 1,377 386 - 123,481 Retiree benefits and other 15,169 9,994 - - 25,163 Deferred income taxes 3,468 3,040 102 - 6,610 --------- --------- -------- ------------- -------- Total liabilities 161,443 68,685 11,201 (47,986) 193,343 --------- --------- -------- ------------- -------- Stockholders' equity Common Stock 121 485 87 (572) 121 Additional paid-in capital 65,905 15,662 27,173 (42,835) 65,905 Retained earnings (accumulated deficit) 4,457 (7,965) 10,058 (2,093) 4,457 Dividends 2,877 - (2,877) - - Accumulated other comprehensive loss 38 - (964) (3) (929) --------- --------- -------- ------------- -------- 73,398 8,182 33,477 (45,503) 69,554 --------- --------- -------- ------------- -------- Total liabilities and stockholders' equity $234,841 $76,867 $44,678 $(93,489) $262,897 ========= ========= ======== ============= ========
-12- Condensed Consolidating Statements of Income (Unaudited) For the Period from April 24, 1999 to June 30, 1999 (In thousands)
Company ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net sales $32,902 $19,729 $11,751 $(4,440) $59,942 Cost of sales: Other costs 17,452 16,358 8,815 (4,440) 38,185 Purchase accounting adjustment to inventory 7,910 215 883 - 9,008 --------- --------- -------- ------------- -------- Gross profit 7,540 3,156 2,053 - 12,749 Selling, general and administrative expenses 8,898 2,287 1,945 - 13,130 Amortization of intangible assets 676 236 7 - 919 --------- --------- -------- ------------- -------- Operating income (loss) (2,034) 633 101 - (1,300) Operating income (expense): Equity in earnings (losses) of affiliates 286 - (484) 198 - Interest expense (3,561) (764) 353 - (3,972) --------- --------- -------- ------------- -------- Income (loss) before income taxes and extraordinary item (5,309) (131) (30) 198 (5,272) Income taxes (benefit) (1,584) (16) 53 - (1,547) --------- --------- -------- ------------- -------- Income (loss) before extraordinary item (3,725) (115) (83) 198 (3,725) Extraordinary item 611 - - - 611 --------- --------- -------- ------------- -------- Net income (loss) $(4,336) $ (115) $ (83) $ 198 $(4,336) ========= ========= ======== ============= ========
-13- Condensed Consolidating Statements of Income (Unaudited) For the Period from January 1, 1999 to April 23, 1999 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net sales $46,889 $32,731 $17,136 $(9,165) $87,591 Cost of sales 26,237 28,514 12,934 (9,165) 58,520 --------- --------- -------- ------------- -------- Gross profit 20,652 4,217 4,202 - 29,071 Selling, general and administrative expenses 13,665 3,860 3,904 - 21,429 Amortization of intangible assets 470 318 47 - 835 Transaction expenses 11,440 - - - 11,440 --------- --------- -------- ------------- -------- Operating income (loss) (4,923) 39 251 - (4,633) Operating income (expense): Equity in earnings of affiliates (135) - (394) 529 - Interest expense (3,193) (1,300) 586 - (3,907) --------- --------- -------- ------------- -------- Income (loss) before income taxes and extraordinary item (8,251) (1,261) 443 529 (8,540) Income taxes (benefit) (553) (570) 281 - (842) --------- --------- -------- ------------- -------- Income (loss) before extraordinary item (7,698) (691) 162 529 (7,698) Extraordinary item 118 - - - 118 --------- --------- -------- ------------- -------- Net income (loss) $(7,816) $ (691) $ 162 $ 529 $(7,816) ========= ========= ======== ============= ========
-14- Condensed Consolidating Statements of Income (Unaudited) Six Months Ended June 30, 1998 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net sales $69,474 $56,231 $24,527 $(9,970) $140,262 Cost of sales 40,922 47,212 18,790 (9,970) 96,954 --------- --------- -------- ------------- -------- Gross profit 28,552 9,019 5,737 - 43,308 Selling, general and administrative expenses 19,188 5,859 5,064 - 30,111 Amortization of intangible assets 743 493 28 - 1,264 Special charge 731 184 88 - 1,003 --------- --------- -------- ------------- -------- Operating income 7,890 2,483 557 - 10,930 Operating income (expense): Equity in earnings of affiliates 1,105 - 207 (1,312) - Interest expense (4,824) (2,059) 734 - (6,149) --------- --------- -------- ------------- -------- Income before income taxes and extraordinary item 4,171 424 1,498 (1,312) 4,781 Income taxes 1,288 145 465 - 1,898 --------- --------- -------- ------------- -------- Income before extraordinary item 2,883 279 1,033 (1,312) 2,883 Extraordinary item - - - - - --------- --------- -------- ------------- -------- Net income $ 2,883 $ 279 $ 1,033 $(1,312) $ 2,883 ========= ========= ======== ============= ========
-15- Condensed Consolidating Statements of Comprehensive Income (Unaudited) For the Period from April 24, 1999 to June 30, 1999 (In thousands)
Company ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net income (loss) $(4,336) $(115) $ (83) $198 $(4,336) Other comprehensive loss: Foreign currency translation adjustments - - (313) 3 (310) --------- --------- ------------ ------------ ------------ Comprehensive income (loss) $(4,336) $(115) $(396) $201 $(4,646) ========= ========= ============ ============ ============
Condensed Consolidating Statements of Comprehensive Income (Unaudited) For the Period from January 1, 1999 to April 23, 1999 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net income (loss) $(7,816) $(691) $162 $529 $(7,816) Other comprehensive loss: Foreign currency translation adjustments - - (116) - (116) --------- --------- ------------ ------------ ------------ Comprehensive income (loss) $(7,816) $(691) $ 46 $529 $(7,932) ========= ========= ============ ============ ============
Condensed Consolidating Statements of Comprehensive Income (Unaudited) Six Months Ended June 30, 1998 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Net income (loss) $2,883 $279 $1,033 $(1,312) $2,883 Other comprehensive loss: Foreign currency translation adjustments - - (51) - (51) --------- --------- ------------ ------------ ------------ Comprehensive income $2,883 $279 $982 $(1,312) $2,832 ========= ========= ============ ============ ============
-16- Condensed Consolidating Statements of Cash Flows (Unaudited) For the Period from April 24, 1999 to June 30, 1999 (In thousands)
Company ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Operating activities Net cash provided by (used in) operating activities $2,341 $(892) $ 941 $ 38 $2,428 Investing activities Capital expenditures (1,132) (206) (16) - (1,354) Other (34) - 36 - 2 Advances from (to) subsidiaries (1,587) - (641) 2,228 - --------- --------- ------------ ------------ ------------ Net cash used in investing activities (2,753) (206) (621) 2,228 (1,352) Financing activities Repayment of long-term obligations (32,209) (1,280) (304) - (33,793) Proceeds from borrowings 32,801 - - - 32,801 Advances from (to) subsidiaries - 2,266 - (2,266) - --------- --------- ------------ ------------ ------------ Net cash provided from (used in) financing activities 592 986 (304) (2,266) (992) Net increase (decrease) in cash and cash equivalents 180 (112) 16 - 84 Cash and cash equivalents, beginning of period (173) 297 2,138 - 2,262 --------- --------- ------------ ------------ ------------ Cash and cash equivalents, end of period $ 7 $ 185 $2,154 $ - $2,346 ========= ========= ============ ============ ============
-17- Condensed Consolidating Statements of Cash Flows (Unaudited) For the Period from January 1, 1999 to April 23, 1999 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Operating activities Net cash (used in) provided by operating activities $(7,976) $1,545 $ 124 $ 973 $(5,334) Investing activities Capital expenditures (2,538) (824) (276) - (3,638) Other 49 - - - 49 Advances from (to) subsidiaries 2,132 - (691) (1,441) - --------- --------- ------------ ------------ ------------ Net cash used in investing activities (357) (824) (967) (1,441) (3,589) Financing activities Repayment of long-term obligations (25,401) (62) (383) - (25,846) Proceeds from borrowings 65,337 - - - 65,337 Deferred loan fees (7,606) - - - (7,606) Proceeds from exercise of stock options 2 - - - 2 Advances to parent, net (24,155) - - - (24,155) Advances from (to) subsidiaries - (468) - 468 - --------- --------- ------------ ------------ ------------ Net cash provided from (used in) financing activities 8,177 (530) (383) 468 7,732 Net (decrease) increase in cash and cash equivalents (156) 191 (1,226) - (1,191) Cash and cash equivalents, beginning of period (17) 106 3,364 - 3,453 --------- --------- ------------ ------------ ------------ Cash and cash equivalents, end of period $ (173) $ 297 $2,138 $ - $2,262 ========= ========= ============ ============ ============
-18- Condensed Consolidating Statements of Cash Flows (Unaudited) Six Months Ended June 30, 1998 (In thousands)
Predecessor ---------------------------------------------------------------- Non- Guarantor guarantor ASR Subsidiaries Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Operating activities Net cash provided by (used in) operating activities $4,736 $ (538) $ 609 $(1,369) $3,438 Investing activities Capital expenditures (3,106) (2,216) (176) - (5,498) Investment in subsidiaries (680) - 680 - - Advances from (to) subsidiaries (3,587) - (255) 3,842 - --------- --------- ------------ ------------ ------------ Net cash (used in) provided from investing activities (7,373) (2,216) 249 3,842 (5,498) Financing activities Repayment of long-term obligations (4,564) (91) - - (4,655) Proceeds from borrowings 6,605 - 24 - 6,629 Proceeds for exercise of stock options 104 - - - 104 Advances from (to) subsidiaries - 2,481 - (2,481) - --------- --------- ------------ ------------ ------------ Net cash provided from financing activities 2,145 2,390 24 (2,481) 2,078 --------- --------- ------------ ------------ ------------ Net (decrease) increase in cash and cash equivalents (492) (364) 882 (8) 18 Cash and cash equivalents, beginning of period 356 433 637 8 1,434 --------- --------- ------------ ------------ ------------ Cash and cash equivalents, end of period $(136) $ 69 $1,519 $ - $1,452 ========= ========= ============ ============ ============
-19- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion and analysis of results of operations and financial condition is based upon and should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in this report and the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. Additionally, management has prepared pro forma results of operations for the three and six months ended June 30, 1999 to enable a meaningful comparison between 1999 and 1998 results of operations. Accordingly, see "Pro Forma Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998 and Pro Forma Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998" discussions below, which compare the three and six months ended June, 30, 1999 on a pro forma basis assuming the acquisition and financing had occurred on April 1, 1999 and January 1, 1999, respectively, with 1998 actual results for a more meaningful comparison of operations. Forward-Looking Statements This report contains forward-looking statements relating to future results of the Company. Such forward-looking statements are identified by use of forward-looking words such as "anticipates," "believes," "plans," "estimates," "expects," and "intends" or words or phrases of similar expression. These forward-looking statements are subject to various assumptions, risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for the Company's products, acceptance of new products, technology developments affecting the Company's products and to those discussed in the Company's filings with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 1999 The following unaudited pro forma condensed consolidated statement of operations has been prepared by management from the historical financial statements of the Predecessor for the period from April 1, 1999 to April 23, 1999, and the historical financial statements of the Company for the period from April 24, 1999 to June 30, 1999. The acquisition, and the related financing transactions, are assumed to have occurred on April 1, 1999. The pro forma condensed consolidated statement of operations for the three months ended June 30, 1999 is not necessarily indicative of the results of operations that would have occurred for the three months ended June 30, 1999, had the acquisition and relating financing transactions occurred on April 1, 1999. In preparation of the pro forma condensed consolidated statement of operations, management has made certain estimates and assumptions that affect the amounts reported in the unaudited pro forma condensed consolidated statement of operations. The unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 1999, should be read in conjunction with the historical financial statements and related notes thereto of the Company which are included in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. -20- Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 1999 (In Thousands)
Predecessor Predecessor Company Historical Pro Forma Historical Company Period from Period From Period From Pro Forma April 1, 1999 April 1, 1999 April 1, 1999 Three Months to April 23, Pro Forma to April 23, to June 30, Pro Forma Ended 1999 Adjustments 1999 1999 Adjustments June 30, 1999 --------------- ----------- ------------- ------------- ----------- ------------- Net sales $17,304 $17,304 $59,942 $ - $77,246 Cost of sales: Other costs 11,691 $ 88 (a) 11,779 38,185 - 49,964 Purchase accounting adjustment to inventory - 3,453 (b) 3,453 9,008 (3,453)(b) 9,008 --------------- ----------- ------------- ------------- ----------- ------------- Gross profit 5,613 (3,541) 2,072 12,749 3,453 18,274 Selling, general and administrative expenses 4,922 14 (c) 4,936 13,130 - 18,066 Amortization of intangibles 188 146 (d) 334 919 - 1,253 Transaction expenses 11,440 - 11,440 - - 11,440 --------------- ----------- ------------- ------------- ----------- ------------- Operating loss (10,937) (3,701) (14,638) (1,300) 3,453 (12,485) Interest expense 877 419 (e) 1,296 3,972 (138)(g) 5,130 --------------- ----------- ------------- ------------- ----------- ------------- Income (loss) before income taxes and extraordinary item (11,814) (4,120) (15,934) (5,272) 3,591 (17,615) Income taxes (benefit) (2,142) (1,616)(f) (3,758) (1,547) 1,426 (f) (3,879) --------------- ----------- ------------- ------------- ----------- ------------- Income (loss) before extraordinary item $(9,672) $(2,504) $(12,176) $(3,725) $2,165 $(13,736) =============== =========== ============= ============= =========== =============
(a) Adjustment to provide pro forma depreciation expense resulting from the application of purchase accounting adjustments computed based on the remaining useful lives of plant and equipment ranging from 3 to 26 years. (b) Adjustment to reflect the impact on cost of sales of the purchase accounting adjustment to inventory assuming the acquisition occurred on April 1, 1999. (c) Adjustment to reflect the elimination of amortization of unrecognized prior service cost and unrecognized gains related to the Company's pension and postretirement benefit plans. (d) Adjustment to reflect the elimination of $159 of amortization related to historical goodwill and record pro forma amortization of $305 related to intangible assets including goodwill, trademarks and patents recorded in connection with the acquisition. Goodwill and trademarks are being amortized over a 40-year useful life and patents are being amortized over a 15-year useful life. These periods are believed by management to be reasonable based on the expected lives of the underlying processes, products, and equipment assumed to be acquired. (e) Adjustment to reflect (i) the elimination of historical interest expense of $108 related to the Predecessor's credit facilities, loan commitment fees, and the amortization of deferred financing costs, (ii) pro forma amortization of $85 for the $7,606 in deferred financing costs incurred in connection with the financing, amortized over the respective lives of the Company's credit facilities, and (iii) pro forma interest expense of $442 on the Company's credit facilities related to the balances assumed to be outstanding on April 1, 1999. Interest expense has been computed assuming that the LIBOR-based interest rate (plus the applicable margin) option is selected by the Company. Balances assumed to be outstanding on April 1, 1999, include $5,000 under the revolving credit facility and $88,000 under the Term Loan Facility. In addition, the purchase of $30,700 in Senior Notes on June 10, 1999 was assumed to occur on April 1, 1999. -21- (f) Adjustment to reflect the income tax consequences of the pro forma adjustments computed at the statutory rate of 39.7% excluding the net adjustment for goodwill of $49 which is not tax deductible. (g) Adjustment to reflect (i) pro forma interest expense of $261 on the Company's credit facilities related to the balances assumed to be outstanding on April 24, 1999. Interest expense has been computed assuming that the LIBOR-based interest rate (plus the applicable margin) option is selected by the Company. Balances assumed to be outstanding on April 24, 1999, are the same as described in (d) above, and (ii) the pro forma interest expense reduction of $399 related to the $30,700,000 in Senior Notes which were assumed to be purchased on April 24, 1999. Pro Forma Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998 Net Sales. Net sales for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $77.2 million and $73.8 million, respectively, an increase of $3.4 million, or 5%. Razors and Blades. Net sales of our razors and blades segment for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $51.2 million and $45.8 million, respectively, an increase of $5.4 million or 12%. Net sales of shaving razors and blades for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $32.8 million and $30.3 million, respectively, an increase of $2.5 million, or 8%. Net sales of domestic value branded shaving products increased 25%, rebounding from weak sales in the second quarter of 1998, reflecting sales gains relating to an increase in promotional programs with several customers, the launch of the new Tri-Flexxx shaving product and overall increased distribution of the Company's shaving products. Net sales of domestic private label shaving products were substantially unchanged. Net sales of shaving products in international markets increased 4% (net of a 2% negative impact of unfavorable exchange rates) reflecting stronger sales, primarily in the United Kingdom, Europe, Puerto Rico and the Caribbean which were somewhat offset by weaker sales in Africa and Latin America. Net sales of blades and bladed hand tools for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $14.2 million and $11.6 million, respectively, an increase of $2.6 million, or 22%. This growth primarily reflects increased sales of the Company's Personna(R) and American Line(TM) brands of products as a result of new distribution gains. Net sales of specialty industrial and medical blades for the pro forma three months ended June 30, 1999, and for the three months ended June 30 1998, were $4.2 million and $3.9 million, respectively, an increase of $0.3 million, or 8%. Sales of specialty industrial products increased 14% due primarily to the timing of purchases by certain customers. Sales of medical products increased 4% due primarily to increased distribution of certain products. Cotton and Foot Care. Net sales of cotton and foot care products for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $18.6 million and $20.8 million, respectively, a decrease of $2.2 million or 11%. This decrease results primarily from issues related to the continuing integration and reorganization of the Company's cotton operations which have led to delays in shipping products to customers and in turn reduced promotional activity and volume with certain customers. Custom Bar Soap. Net sales of the Company's custom bar soap products for the pro forma three months ended June 30, 1999, and for the three months ended June 30, 1998, were $7.4 million and $7.2 million, respectively, an increase of $0.2 million or 3%. This increase results primarily from increased sales to certain of the Company's pharmaceutical/skin care customers. Gross Profit. Gross profit decreased $5.5 million to $18.3 million during the pro forma three months ended June 30, 1999, from $23.8 million for the three months ended June 30, 1998. As a percentage of net sales, gross profit was 23.7% for the pro forma three months ended June 30, 1999, and 32.3% for the three months ended June 30, 1998. Excluding the purchase accounting adjustment to inventory of $9.0 million, gross profit increased $3.5 million to $27.3 million for the pro forma three months ended June 30, 1999, from $23.8 million for the three -22- months ended June 30, 1998, and as a percentage of net sales, gross profit was 35.3% for the pro forma three months ended June 30, 1999, and 32.3% for the three months ended June 30, 1998. Blade margins improved due to favorable product mix, lower material costs and lower manufacturing costs reflecting the Company's continuing efforts to reduce manufacturing costs. Soap margins improved due to favorable product mix and lower material costs for certain raw materials. This improvement in blade and soap margins was somewhat offset by lower margins in the Company's cotton business due to increased distribution costs and higher manufacturing overheads resulting primarily from issues related to the continuing integration and reorganization of the cotton operations. Operating and Other Expenses. Selling, general and administrative expenses were 23.4% of net sales for the pro forma three months ended June 30, 1999, compared to 22.5% for the three months ended June 30, 1998. This increase primarily reflects an increase in promotional support for the Company's shaving blade products. Amortization of goodwill and other intangible assets increased $0.6 million to $1.3 million for the pro forma three months ended June 30, 1999, over the three months ended June 30, 1998, reflecting increased amortization of intangible assets related to the acquisition. Interest expense also increased $2.0 million for the pro forma three months ended June 30, 1999, to $5.1 million over the three months ended June 30, 1998, due primarily to increased interest expense, commitment fees and amortization of deferred loans fees associated with debt incurred in connection with the acquisition. As of June 30, 1999, approximately $0.9 million remained as an accrued expense on our balance sheet related to the Company's special charges which is expected to be substantially paid or utilized for asset impairment during the remainder of 1999. In connection with the acquisition transaction the Predecessor incurred approximately $11.4 million in transaction expenses related primarily to (i) amounts paid to redeem all of the outstanding options to purchase common stock of the Predecessor, (ii) costs incurred by or on behalf of the Predecessor in connection with the acquisition, including legal and other advisory fees, and (iii) costs incurred by or on behalf of the Predecessor related to payments made to certain employees of the Predecessor in connection with the change of control. Costs of $0.7 million (net of tax benefit) associated with the purchase of the Senior Notes and repayment of the Terminated Credit Facility (see Note D) are reflected in the Company's consolidated statement of operations as an extraordinary item. The Company's effective income tax rate was (22.0)% for the pro forma three months ended June 30, 1999, versus 39.7% for the three months ended June 30, 1998, and varies from the United States statutory rate due primarily to nondeductible goodwill amortization, certain nondeductible transaction expenses and state income taxes, net of the federal tax benefit. Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 1999 The following unaudited pro forma condensed consolidated statement of operations has been prepared by management from the historical financial statements of the Predecessor for the period from January 1, 1999 to April 23, 1999, and the historical financial statements of the Company for the period from April 24, 1999 to June 30, 1999. The acquisition, and the related financing transactions, are assumed to have occurred on January 1, 1999. The pro forma condensed consolidated statement of operations for the six months ended June 30, 1999, is not necessarily indicative of the results of operations that would have occurred for the six months ended June 30, 1999, had the acquisition and relating financing transactions occurred on January 1, 1999. In preparation of the pro forma condensed consolidated statement of operations, management has made certain estimates and assumptions that affect the amounts reported in the unaudited pro forma condensed consolidated statement of operations. The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 1999, should be read in conjunction with the historical financial statements and related notes thereto of the Company which are included in this Form 10-Q and in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. -23- Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 1999 (In Thousands)
Predecessor Predecessor Company Historical Pro Forma Historical Company Period from Period From Period From Pro Forma January 1, 1999 January 1, 1999 April 24, 1999 Three Months to April 23, Pro Forma to April 23, to June 30, Pro Forma Ended 1999 Adjustments 1999 1999 Adjustments June 30, 1999 --------------- ----------- ------------- ------------- ----------- ------------- Net sales $87,591 $87,591 $59,942 $ - $147,533 Cost of sales: Other costs 58,520 $ 431 (a) 58,951 38,185 - 97,136 Purchase accounting adjustment to inventory - 9,008 (b) 9,008 9,008 (9,008)(b) 9,008 --------------- ----------- ------------- ------------- ----------- ------------- Gross profit 29,071 (9,439) 19,632 12,749 9,008 41,389 Selling, general and administrative expenses 21,429 68 (c) 21,497 13,130 - 34,627 Amortization of intangibles 835 774 (d) 1,609 919 - 2,528 Transaction expenses 11,440 - 11,440 - - 11,440 --------------- ----------- ------------- ------------- ----------- ------------- Operating loss (4,633) (10,281) (14,914) (1,300) 9,008 (7,206) Interest expense 3,907 2,006 (e) 5,913 3,972 (138)(g) 9,747 --------------- ----------- ------------- ------------- ----------- ------------- Income (loss) before income taxes and extraordinary item (8,540) (12,287) (20,827) (5,272) 9,146 (16,953) Income taxes (benefit) (842) (4,757)(f) (5,599) (1,547) 3,631 (f) (3,515) --------------- ----------- ------------- ------------- ----------- ------------- Income (loss) before extraordinary item $(7,698) $(7,530) $(15,228) $(3,725) $5,515 $(13,438) =============== =========== ============= ============= =========== =============
(a) Adjustment to provide pro forma depreciation expense resulting from the application of purchase accounting adjustments computed based on the remaining useful lives of plant and equipment ranging from 3 to 26 years. (b) Adjustment to reflect the impact on cost of sales of the purchase accounting adjustment to inventory assuming the acquisition occurred on January 1, 1999. (c) Adjustment to reflect the elimination of amortization of unrecognized prior service cost and unrecognized gains related to the Company's pension and postretirement benefit plans. (d) Adjustment to reflect the elimination of $705 of amortization related to historical goodwill and record pro forma amortization of $1,479 related to intangible assets including goodwill, trademarks and patents recorded in connection with the acquisition. Goodwill and trademarks are being amortized over a 40-year useful life and patents are being amortized over a 15-year useful life. These periods are believed by management to be reasonable based on the expected lives of the underlying processes, products, and equipment assumed to be acquired. (e) Adjustment to reflect (i) the elimination of historical interest expense of $494 related to the Predecessor's credit facilities, loan commitment fees, and the amortization of deferred financing costs, (ii) pro forma amortization of $329 for the $7,606 in deferred financing costs incurred in connection with the financing, amortized over the respective lives of the Company's credit facilities, and (iii) pro forma interest expense of $2,171 on the Company's credit facilities related to the balances assumed to be outstanding on January 1, 1999. Interest expense has been computed assuming that the LIBOR-based interest rate (plus the applicable margin) option is selected by the Company. Balances assumed to be outstanding on January 1, 1999, includes $5,000 under the revolving credit facility and $88,000 under the Term Loan Facility. In addition, the purchase of $30,700 in Senior Notes on June 10, 1999, was assumed to occur on January 1, 1999. -24- (f) Adjustment to reflect the income tax consequences of the pro forma adjustments computed at the statutory rate of 39.7% excluding the net adjustment for goodwill of $305 which is not tax deductible. (g) Adjustment to reflect (i) pro forma interest expense of $261 on the Company's credit facilities related to the balances assumed to be outstanding on April 24, 1999. Interest expense has been computed assuming that the LIBOR-based interest rate (plus the applicable margin) option is selected by the Company. Balances assumed to be outstanding on April 24, 1999, are the same as described in (d) above, and (ii) the pro forma interest expense reduction of $399 related to the $30,700,000 in Senior Notes which were assumed to be purchased on April 24, 1999. Pro Forma Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998 Net Sales. Net sales for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $147.5 million and $140.3 million, respectively, an increase of $7.2 million, or 5%. Razors and Blades. Net sales of our razors and blades segment for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $95.5 million and $84.4 million, respectively, an increase of $11.1 million, or 13%. Net sales of shaving razors and blades for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $61.9 million and $53.7 million, respectively, an increase of $8.2 million, or 15%. Net sales of domestic value branded shaving products increased 54% rebounding from weak sales during the 1998 first half, reflecting sales gains relating to an increase in promotional programs with several customers, the launch of the new Tri-Flexxx shaving product and overall increased distribution of the Company's shaving products. Net sales of domestic private label shaving products decreased 3% due primarily to reduced promotional support by certain customers. Net sales of shaving products in international markets increased 8% (net of a 3% negative impact of unfavorable exchange rates) reflecting stronger sales, primarily in the United Kingdom, Europe, Puerto Rico and the Caribbean which were somewhat offset by weaker sales in Africa and Latin America. Net sales of blades and bladed hand tools for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $25.7 million and $22.6 million, respectively, an increase of $3.1 million, or 14%. This growth primarily reflects increased sales of the Company's Personna(R) and American Line(TM) brands of products as a result of new distribution gains. Net sales of specialty industrial and medical blades for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $7.9 million and $8.1 million, respectively, a decrease of $0.2 million, or 2%. Sales of specialty industrial products decreased 12% due primarily to inventory adjustments by certain customers and mix shifts to lower priced blade products. Additionally, certain of the Company's distributors experienced increased competition in their serviced niche markets. Sales of medical products increased 7% due primarily to increased distribution of certain products. Cotton and Foot Care. Net sales of cotton and foot care products for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $39.1 million and $43.5 million, respectively, a decrease of $4.4 million or 10%. This decrease results primarily from issues related to the continuing integration and reorganization of the Company's cotton operations which have led to delays in shipping products to customers and in turn reduced promotional activity and volume with certain customers. Custom Bar Soap. Net sales of the Company's custom bar soap products for the pro forma six months ended June 30, 1999, and for the six months ended June 30, 1998, were $12.9 million and $12.4 million, respectively, an increase of $0.5 million or 4%. This increase results primarily from increased sales to certain of the Company's pharmaceutical/skin care customers. Gross Profit. Gross profit decreased $1.9 million to $41.4 million for the pro forma six months ended June 30, 1999, from $43.3 million for the six months ended June 30, 1998. As a percentage of net sales, gross profit was 28.1% for the pro forma six months ended June 30, 1999, and 30.9% for the six months ended June 30, 1998. Excluding the purchase accounting adjustment to inventory of $9.0 million, gross profit increased $7.1 million -25- to $50.4 million for the six months ended June 30, 1999, from $43.3 million for the six months ended June 30, 1998, and as a percentage of net sales, gross profit was 34.2% for the pro forma six months ended June 30, 1999, and 30.9% for the six months ended June 30, 1998. Blade margins improved due to favorable product mix, lower material costs and lower manufacturing costs reflecting the Company's continuing efforts to reduce manufacturing costs. Soap margins improved due to favorable product mix and lower material costs for certain raw materials. This improvement in blade and soap margins was somewhat offset by increased depreciation expense resulting from the acquisition and by lower margins in the Company's cotton operations due to increased distribution costs and higher manufacturing overheads resulting primarily from issues related to the continuing integration and reorganization of the cotton operations. Operating and Other Expenses. Selling, general and administrative expenses were 23.5% of net sales for the pro forma six months ended June 30, 1999, compared to 21.5% for the six months ended June 30, 1998. This increase primarily reflects an increase in promotional support for the Company's shaving blade products. Amortization of goodwill and other intangible assets increased $1.2 million to $2.5 million for the pro forma six months ended June 30, 1999, from $1.3 million for the six months ended June 30, 1998, reflecting increased amortization of intangible assets related to the acquisition. Interest expense increased $3.6 million to $9.7 million for the pro forma six months ended June 30, 1999, from $6.1 million for the six months ended June 30, 1998, due primarily to increased interest expense, commitment fees and amortization of deferred loan fees associated with debt incurred in connection with the acquisition. As of June 30, 1999, approximately $0.9 million remained as an accrued expense on our balance sheet related to the Company's special charges which is expected to be substantially paid or utilized for asset impairment during the remainder of 1999. In connection with the acquisition transaction the Predecessor incurred approximately $11.4 million in transaction expenses related primarily to (i) amounts paid to redeem all of the outstanding options to purchase common stock of the Predecessor, (ii) costs incurred by or on behalf of the Predecessor in connection with the acquisition, including legal and other advisory fees, and (iii) costs incurred by or on behalf of the Predecessor related to payments made to certain employees of the Predecessor in connection with the change of control. Costs of $0.7 million (net of tax benefit) associated with the purchase of the Senior Notes and repayment of the Terminated Credit Facility (see Note D) are reflected in the Company's consolidated statement of operations as an extraordinary item. The Company's effective income tax rate was (20.7)% for the pro forma six months ended June 30, 1999, and 39.7% for the six months ended June 30, 1998, and varies from the United States statutory rate due primarily to nondeductible goodwill amortization, certain non-deductible transaction expenses and state income taxes, net of the federal tax benefit. Liquidity and Capital Resources The Company's principal sources of liquidity are cash flow from operating activities and borrowings under its revolving credit facility and Term Loan Facility. Net cash provided by operating activities amounted to $2.4 million for the period from April 24, 1999, to June 30, 1999, and net cash used in operating activities amounted to $5.3 million for the period from January 1, 1999, to April 23, 1999, primarily reflecting the payment of transaction expenses of $11.4 million. Net cash used in investing activities related to capital expenditures of $1.4 million for the period from April 24, 1999 to June 30, 1999, and net cash used in investing activities related to capital expenditures of $3.6 million for the period from January 1, 1999 to April 23, 1999. Net cash used in financing activities resulted from net repayment of debt of $1.0 million for the period from April 24, 1999 to June 30, 1999, and net cash provided by financing activities resulted from net borrowings of $39.5 million which was reduced by deferred loan fees of $7.6 million and $24.2 million in net advances to the Company's parent for the period from January 1, 1999 to April 23, 1999. At June 30, 1999, the Company had approximately $20 million available for future borrowings under its revolving credit facility and approximately $77 million available for future borrowings under its Term Loan Facility. Effective July 5, 1999, the Company permanently reduced the amount available for future borrowings under its -26- Term Loan Facility by $52.5 million to $112.5 million which represents the amount of borrowings outstanding under the Term Loan Facility on July 8, 1999. The Credit Agreement limits the ability of the Company, among other limitations, to incur certain additional indebtedness, places certain restrictions on the payment of dividends and limits the amount of annual capital expenditures. The Credit Agreement also contains certain financial covenants which require the Company, among other requirements, to meet certain financial ratios relating to leverage, fixed charges and interest coverage. Management believes that the Company's cash on hand, anticipated funds from operations, and the amounts available to the Company under its revolving credit facility will be sufficient to cover its working capital needs, capital expenditures, debt service requirements and tax obligations as well as support the Company's growth-oriented strategy for its existing business for at least the next 12 months. Market Risk The Company is exposed to various market risk factors such as fluctuating interest rates and changes in foreign currency rates. These risk factors can impact our results of operations, cash flows and financial position. We manage these risks through regular operating and financing activities and periodically use derivative financial instruments such as foreign exchange option and forward contracts. These derivative instruments are placed with major financial institutions and are not for speculative or trading purposes. The following analysis presents the effect on the Company's earnings, cash flows and financial position as if the hypothetical changes in market risk factors occurred on June 30, 1999 and June 30, 1998. Only the potential impacts of our hypothetical assumptions are analyzed. The analysis does not consider other possible effects that could impact our business. Interest Rate Risk At June 30, 1999, the Company carried $166.2 million of outstanding debt on its books, with $93.8 million of that total held at variable interest rates. Holding all other variables constant, if interest rates hypothetically increased or decreased by 10%, for the six months ended June 30, 1999 and 1998, the impact on earnings, cash flow and financial position would not be material. In addition, if interest rates hypothetically increased or decreased by 10% on June 30, 1999, with all other variables held constant, the fair market value of our $69.3 million 9 7/8% Series B Senior Notes would increase or decrease by approximately $3.5 million. Foreign Currency Risk The Company sells to customers in foreign markets through our foreign operations and through export sales from our plants in the U.S. These transactions are often denominated in currencies other than the U.S. dollar. Our primary currency exposures are the Euro, British Pound Sterling, Canadian Dollar and Mexican Peso. The Company limits its foreign currency risk by operational means, mostly by locating its manufacturing operations in those locations where it has significant exposures in major currencies. The Company has entered into currency option contracts to partially offset the risk of foreign currency fluctuations. The value of these contracts at June 30, 1999 was not material to the Company's earnings, cash flow and financial position. Merger Effective April 23, 1999, RSA Acquisition Corporation ("Acquisition"), an affiliate of "J.W. Childs", completed its $14.20 per share cash tender offer for all outstanding shares of the Predecessor in accordance with a February 12, 1999 merger agreement upon the terms and subject to the conditions set forth in the offer to purchase ("the Stock Tender Offer"). On July 1, 1999, following completion of the offer, there remain approximately 266,601 American Safety Razor shares outstanding. RSA Acquisition Corp. and American Safety Razor completed a merger transaction pursuant to which RSA Acquisition Corp. will acquire these remaining shares of American -27- Safety Razor for $14.20 per share. The aggregate purchase price, including transaction costs of $1.0 million, paid for the common stock purchased in the Stock Tender Offer excluding the cost to redeem stock options, once all of the common stock is tendered, is approximately $173.0 million. Following the merger, the Company is the surviving corporation and is a direct, wholly- owned subsidiary of RSA Holdings, which is wholly-owned by J.W. Childs, its affiliates and Company management. Subsequent to the acquisition and pursuant to the terms of its Indenture, the Company made an offer to purchase its 9 7/8 Series B Senior Notes due August 1, 2005 (the "Existing Notes"). In response thereto, $30.7 million of the Existing Notes were properly tendered and retired by the Company. The Company has accounted for the acquisition as a purchase. The allocation of the purchase price resulted in purchase adjustments being applied to the assets acquired and liabilities assumed. The total purchase price of approximately $172,964,000 was allocated to the acquired assets and assumed liabilities based on preliminary estimates of their respective fair values at April 23, 1999 as follows: Working capital $ 77,908,000 Property, plant and equipment 93,973,000 Intangible assets, including goodwill 177,113,000 Prepaid pension and other assets 46,861,000 Long-term debt (163,685,000) Other liabilities (59,206,000) ------------- $172,964,000 ============ These preliminary estimates are subject to change as they are based on preliminary appraisals and as certain of the Company's business plans become finalized. As a result of the acquisition and new basis of accounting, the Company's financial statements for the period subsequent to the acquisition are not comparable to the Predecessor's financial statements for the period prior to the acquisition. As a result of the application of purchase accounting the Company's depreciation expense and amortization of intangible assets increased and the Company adjusted the carrying value of acquired inventories to reflect their fair market value, which adjustment was written off in the April 24, 1999 to June 30, 1999 reporting period. In addition, certain fees and expenses incurred relating to the above transactions were expensed in the period in which the transactions were completed and are included in the Predecessor's consolidated statement of operations in the caption "Transaction expenses". The primary components of this caption are (i) amounts paid to redeem all of the outstanding options to purchase common stock of the Predecessor, (ii) costs incurred by or on behalf of the Predecessor in connection with the acquisition, including legal and other advisory fees, and (iii) costs incurred by or on behalf of the Predecessor related to payments made to certain employees of the Predecessor in connection with the change of control. Contingencies Refer to Note H - Contingencies to the Notes to Condensed Consolidated Financial Statements for a discussion of legal contingencies. New Accounting Standards In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). FAS 133 establishes standards for accounting and disclosure of derivative instruments. This new standard, as amended by FAS 137, is effective for fiscal quarters of fiscal years beginning after June 15, 2000. The implementation of this new standard is not expected to have a material effect on our consolidated results of operations or financial position. -28- Year 2000 Computer Issues The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year, as well as hardware designed with similar constraints. Some of our computer programs and hardware that have date sensitive functions may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions in operations including, among other things, a temporary inability to process transactions, receive invoices, make payments or engage in normal business transactions. We are taking action to resolve those Year 2000 issues that are under our control. The overall effort encompasses our razors and blades, cotton and foot care and custom bar soap business segments and covers international as well as domestic sites. We are centrally monitoring and controlling the effort; however, there are designated representatives at each affiliate and subsidiary location with responsibility for resolving site-specific Year 2000 issues. Following is a description of the six-phase approach we are using: (1) Assessment - Identify and inventory all information technology and non-information technology system components that are possible sources of Year 2000 issues and assess the criticality of non-compliant systems in order to establish priorities for replacement or repair. (2) Strategy - Determine the nature and extent of Year 2000 issues and select a remediation strategy (i.e., renovate by modifying existing system, upgrade to a later version of the system, replace with a new system, or retire the affected component). After the strategy has been selected, develop project plans to address non-compliant systems, beginning with the most critical systems. (3) Remediation - Execute project plans to resolve issues with non-compliant systems. (4) Testing - Perform testing to evaluate effectiveness of the corrective actions taken or to confirm compliance of systems that have been certified by third parties. (5) Implementation - Implement the renovated, upgraded, and replaced system components into the production environment. (6) Contingency Planning - Continue monitoring readiness and complete necessary contingency plans. We have completed the Assessment, Strategy, Remediation and Testing phases for substantially all of our information technology and non-information technology system components. The implementation phase has been completed for all mission-critical systems. Our most mission-critical system is the "Corporate ERP" system, which is a widely available software package that we have moderately customized. Eleven of our fifteen manufacturing, packaging and distribution sites utilize the Corporate ERP system to process orders, control manufacturing planning/work-order processing, distribute products, manage financial activities and report financial results. The eleven sites using the Corporate ERP system include corporate headquarters, U.S. and Mexican razors and blades sites, all cotton and foot care facilities, and all custom bar soap facilities. The third party vendor has responded that all of its software modules in use at American Safety Razor and our subsidiaries are Year 2000 ready. In addition, the most frequently utilized system functions have been tested by our users, including the internally developed system customizations. We are currently linked with 159 customers for exchange of documents using the Corporate EDI (electronic data interchange) system. Our EDI software has been upgraded to a Year 2000 compliant version that is now capable of supporting ANSI standard version 4010, which provides for a 4 digit year and is the version which many of our EDI customers are adopting prior to the Year 2000. EDI transactions with a 2 digit year have also been tested and will continue to be supported for those customers who elect not to convert to a 4 digit year. Approximately 70% of the 159 EDI customers have now been implemented on 4010. Testing with EDI customers will continue through the remainder of 1999. All personal computers have been Year 2000 compliance tested and are Year 2000 ready from a hardware standpoint. All PC software is scheduled to be updated to the latest Year 2000 patch levels by December 31, -29- 1999. Our U.S., Canada and U.K. payroll systems are Year 2000 compliant and we expect all of our remaining international payroll systems will be compliant by the end of 1999. We have assessed the Year 2000 readiness of non-information technology systems and equipment which may include embedded technology such as micro-controllers. Our manufacturing, assembly, and packaging machines, operating in each of our razors and blades, cotton and foot care and custom bar soap segments were tested and are now Year 2000 ready. Our "worst-case" scenario at the present time is the disruption of business operations as the result of supplier Year 2000 related failures, which would impair their ability to adequately provide us with products or services. Our business processes depend on our material suppliers as well as our infrastructure suppliers in areas such as electricity, water, gas, communications and transportation. Year 2000 related failures by suppliers could adversely affect business operations including payroll, manufacturing processes, product distribution, material ordering, customer-order processing and other support functions dependent on the affected supplier. While we have a limited ability to test and control our suppliers' and other third parties' Year 2000 readiness, we are contacting major suppliers and other critical third parties to obtain information as to their Year 2000 readiness. Razors and blades and cotton and foot care suppliers were surveyed regarding Year 2000 issues and all key suppliers have indicated they plan to be compliant during 1999. The custom bar soap business held a meeting with its top suppliers during the second quarter of 1999 for a Year 2000 readiness review. Considering the number of internal and external systems which we directly or indirectly use, it is likely that there will be instances of failure that could cause disruptions in business processes. The likelihood of failures in infrastructure systems and in the supply chain cannot be estimated and therefore the impact of these failures on business operations is uncertain. If we or any critical third party supplier does not complete necessary upgrades as planned, the Year 2000 issue may have a material impact on us. Contingency plans will be developed by December 1999, as needed, to address the risk of business disruption due to supplier Year 2000 issues. As part of contingency planning, we will consider a number of options to mitigate risk, including building additional inventory prior to year 2000, establishing manual backup processes and arranging for alternate suppliers. Since most of our Year 2000 issues are being addressed through normal planned upgrades, incremental external Year 2000 costs are expected to be minimal, approximating $115,000. To date, the Company has spent approximately $95,000, of which approximately $25,000 was spent during the second quarter of 1999. The remaining balance of $20,000 is planned to be spent during the third quarter of 1999. Readers are cautioned that forward-looking statements contained in this discussion of Year 2000 issues should be read in conjunction with our disclosures under the heading "Forward-Looking Statements" above. Inflation Inflation has not been material to our operations within the periods presented. Item 3. Quantitative and Qualitative Disclosure of Market Risk The information called for by this item is provided under the captions "Market Risk", "Interest Rate Risk" and "Foreign Currency Risk" under Part I, Item 2 - Management's Discussion and Analysis of Financial Position and Results of Operations. -30- PART II, OTHER INFORMATION Item 1. Legal Proceedings The information called for by this item is provided in Note H - Contingencies to Notes to Condensed Consolidated Financial Statements under Part I, Item 1. - Financial Statements Item 6. Exhibits and Reports on Form 8-K a. Exhibits - Exhibit 27 - Financial Data Schedule b. Reports on Form 8-K: On May 7, 1999, the Registrant filed a report on Form 8-K reporting that on April 23, 1999, RSA Acquisition Corp. (the "Purchaser"), a wholly owned subsidiary of RSA Holdings Corp. of Delaware (the "Parent"), an affiliate of J.W. Childs Equity Partners II, L.P. ("JWCP"), completed its previously announced tender offer (the "Offer") for all the outstanding shares of common stock of American Safety Razor Company (the "Company") pursuant to the provisions of the Agreement and Plan of Merger, dated as of February 12, 1999 (as amended from time to time, the "Merger Agreement") among the Parent, the Purchaser and the Company. -31- 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. AMERICAN SAFETY RAZOR COMPANY August 4, 1999 By /s/James D. Murphy - ------------------------- -------------------------------- Date James D. Murphy President August 4, 1999 By /s/Thomas G. Kasvin - ------------------------- -------------------------------- Date Thomas G. Kasvin Senior Vice President Chief Financial Officer -32- EX-27 2 FDS --
5 This schedule contains summary financial information extracted from the financial statements included in the Form 10-Q of American Safety Razor Company for the quarter ended June 30, 1999, and is qualified in its entirety by reference to such financial statements. 0000750339 AMERICAN SAFETY RAZOR COMPANY 1000 US DOLLAR 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 1 2346 0 42850 0 59892 115543 95394 2108 407205 43241 160598 0 0 121 144042 407205 147533 147533 105713 105713 11440 0 7879 (13812) (2389) (11423) 0 729 0 (12152) (1.01) (1.00)
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