United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended September 30, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period From ____________ to ____________
Commission file number 0-29416
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UNIFAB International, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-1382998
--------------------------------------- ------------------------------
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
5007 Port Road
New Iberia, LA 70560
-------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
(337) 367-8291
--------------------------------------------------------------------------------
(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 periods 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
--- ---
Common Stock, $0.01 Par Value ---- 8,137,972 shares outstanding as of
November 14, 2001.
UNIFAB INTERNATIONAL, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- September 30, 2001 and
December 31, 2000...................................................... 1
Condensed Consolidated Statements of Operations -- Three Months Ended
September 30, 2001 and 2000; Nine Months Ended September 30, 2001
and 2000................................................................ 2
Condensed Consolidated Statements of Cash Flows -- Nine Months Ended
September 30, 2001 and 2000............................................. 3
Notes to Condensed Consolidated Financial Statements -- September 30,
2001.................................................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 7
Item 3. Quantitative and Qualitative Disclosure of Market Risk..................... 10
PART II. OTHER INFORMATION
Item 5. Other Information.......................................................... 11
Item 6. Exhibits and Reports on Form 8-K........................................... 11
i
UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
SEPTEMBER 30 DECEMBER 31
2001 2000
------------ -----------
(UNAUDITED)
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 220 $ 1,004
Accounts receivable, net of allowance for doubtful accounts
of $2,526 and $958, respectively 16,193 15,101
Costs and estimated earnings in excess of billings on uncompleted contracts 5,129 2,840
Income tax receivable 4,248 6,416
Prepaid expenses and other assets 1,778 3,116
-------- --------
Total current assets 27,568 28,477
Property, plant and equipment, net 34,883 34,549
Goodwill, net 264 15,496
Other assets 783 4,132
-------- --------
Total assets $ 63,498 $ 82,654
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,021 $ 8,318
Billings in excess of costs and estimated earnings on uncompleted contracts 918 2,500
Accrued liabilities 2,791 3,543
Notes payable 22,752 2,303
-------- --------
Total current liabilities 40,482 16,664
Noncurrent notes payable -- 18,000
Shareholders' equity:
Common stock, $0.01 par value, 20,000,000 shares authorized, 8,132,283 and 8,127,283
shares outstanding 81 81
Additional paid-in capital 46,695 46,713
Retained earnings (accumulated deficit) (23,640) 1,586
Currency translation adjustment (120) (390)
-------- --------
Total shareholders' equity 23,016 47,990
-------- --------
Total liabilities and shareholders' equity $ 63,498 $ 82,654
======== ========
See accompanying notes.
1
UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
------------------------------- -------------------------------
2001 2000 2001 2000
--------- -------- --------- --------
(In thousands except per share data)
Revenue .......................................... $ 19,957 $ 22,673 $ 64,521 $ 60,212
Cost of revenue .................................. 18,397 22,446 61,098 58,155
--------- -------- --------- --------
Gross profit ..................................... 1,560 227 3,423 2,057
Selling, general and administrative
expense ........................................ 1,655 2,298 5,505 6,235
--------- -------- --------- --------
Income (Loss) from operations .................... (95) (2,071) (2,082) (4,178)
Other income (expense):
Loss on disposal of equipment and
closure of facility ........................... (2,834) -- (2,834) --
Impairment of goodwill ......................... (14,786) -- (14,786) --
Provision for bad debt ......................... (1,643) -- (1,643) --
Commitment fees ................................ (300) -- (500) --
Interest expense ............................... (824) (770) (2,097) (1,828)
Interest income ................................ 22 84 31 224
--------- -------- --------- --------
Loss before income taxes ......................... (20,460) (2,757) (23,911) (5,782)
Provision for income tax expense
(benefit) ..................................... 2,574 (884) 1,316 (1,811)
--------- -------- --------- --------
Net loss ........................................ $ (23,034) $ (1,873) $ (25,227) $ (3,971)
========= ======== ========= ========
Basic and diluted loss per share ................. $ (2.83) $ (0.27) $ (3.10) $ (0.58)
========= ======== ========= ========
Basic and diluted weighted average shares
outstanding ................................... 8,132 6,854 8,132 6,827
========= ======== ========= ========
See accompanying notes.
2
UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------
2001 2000
-------- --------
(IN THOUSANDS)
Net cash provided by (used in) operating activities $ (1,051) $ 2,679
Investing activities:
Net cash acquired in acquisition of business -- (34)
Proceeds from sale of equipment 27 105
Purchases of equipment (2,209) (5,442)
-------- --------
(2,182) (5,371)
Financing activities:
Net change in borrowings 2,449 (156)
Payments on noncurrent notes payable -- (10,177)
Proceeds from issuance of common stock -- 11,685
-- (360)
Distributions to dissenting shareholder 2,449 992
-------- --------
Net change in cash and cash equivalents (784) (1,700)
Cash and cash equivalents at beginning of period 1,004 1,731
-------- --------
Cash and cash equivalents at end of period $ 220 $ 31
======== ========
See accompanying notes.
3
UNIFAB INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
UNIFAB International, Inc. (the Company) fabricates and assembles jackets,
decks, topside facilities, quarters buildings, drilling rigs and equipment for
installation and use offshore in the production, processing and storage of oil
and gas. Through a wholly-owned subsidiary, Allen Process Systems, LLC, the
Company designs and manufactures specialized process systems such as oil and gas
separation systems, gas dehydration and treatment systems, oil dehydration and
desalting systems, and other production equipment related to the development and
production of oil and gas reserves. Compression Engineering Services, Inc.
(CESI), a division of Allen Process Systems, LLC, provides compressor project
engineering from inception through commissioning, including project studies and
performance evaluation of new and existing systems, on-site supervision of
package installation, and equipment sourcing and inspection. Through a wholly
owned subsidiary, Oil Barges, Inc., the Company designs and fabricates drilling
rigs, including first of a kind barges using proprietary designs. The Company's
main fabrication facilities are located at the Port of Iberia at New Iberia,
Louisiana. Through a wholly-owned subsidiary, UNIFAB International West, LLC,
the Company provides repair, refurbishment and conversion services for oil and
gas drilling rigs and industrial maintenance services. Through a wholly-owned
subsidiary, Allen Process Systems, Ltd., headquartered in London, England, the
Company provides engineering and project management services primarily in Europe
and the Middle East.
The operating cycle of the Company's contracts is typically less than one
year, although some large contracts may exceed one year's duration. Assets and
liabilities have been classified as current and noncurrent under the operating
cycle concept, whereby all contract-related items are regarded as current
regardless of whether cash will be received within a 12-month period. At
September 30, 2001, it was anticipated that substantially all contracts in
progress, and receivables associated therewith, would be completed and collected
within a 12-month period.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its subsidiaries, all of which are
wholly owned. Significant intercompany accounts and transactions have been
eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States 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 accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments, consisting of normal recurring adjustments and
charges for goodwill impairment, losses on the disposal of equipment and closure
of a facility and a reserve for a bad debt, considered necessary for a fair
presentation have been included. Operating results for the nine-month period
ended September 30, 2001 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2001.
These financial statements should be read in conjunction with the financial
statements and footnotes thereto for the period ended December 31, 2000 included
in the Company's Transition Period Report on Form 10-K.
4
3. CREDIT FACILITY
AMENDED AND RESTATED CREDIT AGREEMENT. On October 19, 2000, the Company
restructured its secured senior credit facility, which was originally entered
into on November 30, 1999, by entering into an amended and restated loan
agreement with the same syndicate of commercial banks led by Bank One,
Louisiana, N.A., as agent (the "Credit Agreement"). The Credit Agreement, which
is secured by substantially all the assets of the Company, provides a revolving
credit facility, subject to certain borrowing base limitations based on 50% of
the appraised value of fixed assets (approximately $14.5 million at September
30, 2001) plus 80% of eligible accounts receivable (approximately $7.4 million
at September 30, 2001). Borrowings under the credit facility bear interest at
the prime lending rate established by the banks plus a variable interest margin.
The Credit Agreement requires the Company to make monthly interest payments,
currently approximately $185,000 per month. Up to $10 million is available under
the credit facility for standby letters of credit. The variable fee range for
issued letters of credit is 1.25% to 2.75% per annum on the principal amount of
letters of credit issued for performance or payment, or 2% to 4% per annum on
the principal amount for a financial letter of credit. The unused commitment fee
range is 1/4% to 1% per annum. The letter of credit fees and unused commitment
fees are variable based on the funded indebtedness to EBITDA ratio as defined in
the Credit Agreement. The credit facility matures in November 2002.
At the request of the Company, the Bank Group executed an amendment to the
credit agreement on April 2, 2001. Under the terms of the amendment, all new
advances as well as all existing advances bear interest at the prime lending
rate plus a variable and escalating margin as defined in the amendment (10.3% at
September 30, 2001). The Company was not in compliance with the amended
covenants as of September 30, 2001. The Company exceeded the maximum Funded
Indebtedness to EBITDA ratio covenant, and did not meet the minimum fixed charge
coverage ratio covenant or the minimum pre tax loss covenant, as defined in the
amendment. The amendment calls for scheduled reductions of the aggregate
revolving commitment of $3.0 million, $3.0 million and $4.0 million on March 31,
April 30 and May 31, 2001, respectively, and $1.0 million each month thereafter.
The Company reduced the aggregate commitment $3.0 million at March 31, 2001 and
by $2.0 million on April 30, 2001. Although management is working to meet these
scheduled reductions, the Company will not be able to reduce the commitment as
required under this amendment. A commitment fee of $100,000 is to be paid for
any month in which the agreed commitment reduction is not met. At September 30,
2001, the Company had $22.7 million in borrowings and $1.0 million in letters of
credit outstanding under the revolving credit facility. As a result of
noncompliance with the terms of the amendment referred to above, $22.7 million
outstanding under the Credit Agreement has been classified current and included
in Notes payable in the September 30, 2001 balance sheet, resulting in a working
capital deficit of $12.9 million.
At the request of the Company, the Bank Group has agreed, subject to
certain conditions, to forebear through December 31, 2001 all rights and
remedies available to it as a result of the Company being out of compliance with
the covenants in the Credit Agreement while the Company works on alternative
forms of financing which are longer term in nature, including asset financing,
subordinated debt or equity financing and strategic alliance relationships. Any
such financing would result in reducing or replacing the commercial bank
facility and reclassifying the amounts outstanding to noncurrent. A new credit
agreement or financing arrangement may require higher interest and principal
repayments, requiring the Company to use more of its cash flow from operations
to meet these obligations. A new credit agreement or financing arrangement could
further restrict Company operations by, for example, limiting the ability of the
Company to make acquisitions and acquire assets. An alternative debt or equity
arrangement would likely involve the issuance of debt or preferred equity
securities that are convertible into shares of Company common stock. As a result
of any such conversion, existing shareholders could lose the control of the
Company that they now enjoy and earnings per Company share could decline. Any of
these new financing arrangements could reduce the market value of Company
shares. Management believes that its available funds, cash generated by
operations, and alternative forms of financing described above will be
sufficient to fund planned capital expenditures and its working capital needs
for the next 12 months. Expansion of the Company's operations through future
acquisitions may require additional equity or debt financing. Management
recognizes the importance of replacing the current credit facility as soon as
possible.
5
4. GOODWILL
Goodwill is acquired in business combinations accounted for under the
purchase method of accounting and is amortized on a straight-line basis over
15-30 years for financial statement purposes. The lives used to amortize
goodwill is based on Management's evaluation of the acquisition and limitations,
if any, on the source of the goodwill. In the September 2001 quarter, the
Company recorded a charge of $14.8 million recognizing the impairment of
substantially all of the goodwill on the acquisitions of OBI, Unifab
International West and Allen Process Systems Limited. Due to the economic
conditions in the oil and gas services industry, the delay in the expected
recovery to profitable operations and the decision to close the Company's barge
repair facility in New Iberia, the Company evaluated the likelihood that
goodwill would be recovered. Based on this evaluation, the Company determined
that goodwill was impaired and recorded an impairment charge of $14.8 million.
The Company's evaluation of the recovery of goodwill was based on estimated
future cash flows related to the associated businesses. The write down was to
fair value of the related businesses based on discounted cash flows or the
estimated fair value of certain facilities.
5. INCOME TAXES
The Company provides for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes. As of September 30, 2001, the Company has recorded deferred
tax assets of $13.1 million, including $8.8 million related to net operating
loss carryforwards that expire in years 2020 through 2021. The Company recorded
an income tax provision of $2.6 million to establish a valuation allowance
against the Company's deferred tax assets. In accordance with FAS 109, the
Company considered that it had a cumulative pre-tax loss for recent years and
revised its judgment about the realization of deferred tax assets. The valuation
allowance reflects the Company's judgment that it is more likely than not that a
portion of the deferred tax assets will not be realized. The Company believes
that the remaining deferred tax assets at June 30, 2001, amounting to $4.6
million, are realizable. Management will continue to assess the adequacy of the
valuation allowance on a quarterly basis.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the related disclosures included elsewhere
herein and Management's Discussion and Analysis of Financial Condition and
Results of Operations included as part of the Company's Transition Period Report
on Form 10-K.
RESULTS OF OPERATIONS
Revenue for the three months ended September 30, 2001 decreased 12.0% to
$20.0 million from $22.7 million for the three months ended September 30, 2000.
This decrease was mainly due to lower revenue in the current quarter for
structural fabrication partially offset by increased revenue in the design and
fabrication of process systems and in jack up rig repair services performed at
the newly developed yard in Lake Charles. Additionally, revenue from the
Company's barge repair yard in New Iberia was lower than in the September
quarter last year as the Company began to shut down that facility. For the
nine-month periods ended September 30, 2001 and 2000, revenue was $64.5 million
and $60.2 million, respectively, an increase of 7.1%. This increase is primarily
due to increased activity in the structural fabrication market, mainly in the
first two quarters of this year. Revenue from the design and fabrication of
process equipment decreased in the current nine-month period by nearly 18%
compared to the same period last year, mainly due to reduced demand for design
and fabrication of process equipment in the March 31, 2001 quarter compared to
the March quarter last year. Since that quarter, demand for these services has
been increasing. Direct labor hours worked at all facilities in the nine-month
period ended September 30, 2001 increased 10.0% from the levels experienced in
the same period last year. At September 30, 2001 backlog was approximately $14.3
million.
Cost of revenue was $18.4 million for the three months ended September 30,
2001 compared to $22.4 million for the same period last year. For the nine-month
periods ended September 30, 2001 and 2000, cost of sales was $61.1 million and
$58.2 million, respectively. Cost of revenue consists of costs associated with
the fabrication process, including direct costs (such as direct labor costs and
raw materials) and indirect costs that can be specifically allocated to a
project (such as supervisory labor, utilities, welding supplies and equipment
costs). These costs decreased overall in the September 2001 quarter as a
percentage of revenue to 92.2% from 99.0% in the September 2000 quarter and
decreased to 94.7% of revenue in the nine months ended September 30, 2001 from
96.6% in the same period last year. Cost of sales for the nine month period
ended September 30, 2001 includes a $1.1 million contract loss reserve on a new
build liftboat under construction. This adjustment was recorded in the March
quarter. This liftboat is in the final stages of completion and will be
delivered in November 2001.
Gross profit for the three months ended September 30, 2001 increased to
$1.6 million from a gross profit of $227,000 for the same period last year. In
the nine-month periods ended September 30, 2001 and 2000, gross profit was $3.4
million and $2.1 million, respectively. In the September 2001 quarter, this
increase is primarily due to improved margins in structural fabrication, and
increased volume and margins in process system design and fabrication and
increased utilization at the Company's deepwater facility in Lake Charles
compared to the same quarter last year. In addition, in the nine month period
ended September 30, 2001, the increase in gross margin compared to the same
period last year was due to increased margin in all fabrication activities
offset in part by a $1.1 million contract loss reserve recorded in the March
2001 quarter on a new build liftboat expected to be delivered in November 2001
and costs related to underutilized facilities costs at the Company's deepwater
facility in Lake Charles, primarily in the March and June 2001 quarters.
Selling, general and administrative expense decreased to $1.7 million or
8.3% of revenue in the three months ended September 30, 2001 from $2.3 million
or 10.1% of revenue in the same period last year. In the nine months ended
7
September 30, 2001, selling, general and administrative expenses decreased to
$5.5 million or 8.5% of revenue from $6.2 million or 10.4% of revenue in the
nine month period ended September 30, 2000. These reductions are due mainly to
specific management initiatives to reduce overhead costs through consolidation
of general and administrative functions.
Included in Other income (expense) in the three and nine month periods
ended September 30, 2001 is $2.8 million in costs related to the closure of the
OBI barge repair facility in New Iberia. These costs include a $1.5 million loss
on the disposal of excess drilling equipment acquired in the acquisition of OBI.
The sale of these assets raised $612,000, which was received in October 2001 and
was used to reduce the amounts outstanding under the Company's credit facility
and related liabilities. Additionally, Other income (expense) includes $1.3
million associated with the winding down of the OBI facility. In the September
2001 quarter, the Company recorded a charge of $14.8 million recognizing the
impairment of substantially all of the goodwill on the acquisitions of OBI,
Unifab International West and Allen Process Systems Limited. Due to the economic
conditions in the oil and gas services industry, the delay in the expected
recovery to profitable operations and the decision to close the OBI barge repair
facility in New Iberia, the Company evaluated the likelihood that goodwill would
be recovered. Based on this evaluation, the Company determined that goodwill was
impaired and recorded an impairment charge of $14.8 million. The Company's
evaluation of the recovery of goodwill was based on estimated future cash flows
related to the associated businesses. The write down was to fair value of the
related businesses based on discounted cash flows or the estimated fair value of
certain facilities. During the quarter, management determined that collection of
a receivable from a Mexican construction company was doubtful and recorded a
charge of $1.6 million to fully reserve that receivable. Other income (expense)
also includes $300,000 in the September 2001 quarter for bank commitment fees.
As more fully described in Liquidity and Capital Resources, under the terms of
an amendment entered into with the Bank Group on April 2, 2001, the Company is
required to meet scheduled reductions of the aggregate revolving commitment. The
Company did not meet these scheduled reductions in July, August or September
2001, and accordingly recorded a $100,000 commitment fee each month. In the nine
month period ended September 30, 2001, Other income (expense) includes $500,000
of accrued commitment fees associated with the scheduled reductions.
Interest expense for the three and nine-month periods ended September 30,
2001 was higher than the same period in 2000. Funds drawn on the Company's
credit facility and the interest rates charged for those funds were higher than
in the prior year. Additionally, in the September 2001 quarter, $174,000 of
unamortized closing costs related to the credit facility, which were previously
being amortized to interest expense over the term of the credit facility, were
charged to interest expense.
As of September 30, 2001, the Company has recorded deferred tax assets of
$13.1 million, including $8.8 million related to net operating loss
carryforwards that expire in years 2020 through 2021. The Company recorded an
income tax provision of $2.6 million to establish a valuation allowance against
the Company's deferred tax assets. In accordance with FAS 109, the Company
considered that it had a cumulative pre-tax loss for recent years and revised
its judgment about the realization of deferred tax assets. The valuation
allowance reflects the Company's judgment that it is more likely than not that a
portion of the deferred tax assets will not be realized. The Company believes
that the remaining deferred tax assets at June 30, 2001, amounting to $4.6
million, are realizable. Management will continue to assess the adequacy of the
valuation allowance on a quarterly basis.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded its business activities through funds
generated from operations, short-term borrowings on its revolving credit
facilities for working capital needs and individual financing arrangements for
equipment, facilities improvements, insurance premiums, and long-term needs.
During the nine months ended September 30, 2001, the Company's available funds
and cash generated from financing activities together funded cash used in
operations of $1.1 million and investing activities of $2.2 million. Investing
activities consisted of capital expenditures, primarily for machinery and
equipment for use at the Company's deep-water fabrication facility in Lake
Charles, Louisiana.
8
On October 19, 2000, the Company restructured its secured senior credit
facility, which was originally entered into on November 30, 1999, by entering
into an amended and restated loan agreement with the same syndicate of
commercial banks led by Bank One, Louisiana, N.A., as agent (the "Credit
Agreement"). The Credit Agreement, which is secured by substantially all the
assets of the Company, provides a revolving credit facility, subject to certain
borrowing base limitations based on 50% of the appraised value of fixed assets
(approximately $14.5 million at September 30, 2001) plus 80% of eligible
accounts receivable (approximately $7.4 million at September 30, 2001).
Borrowings under the credit facility bear interest at the prime lending rate
established by the banks plus a variable interest margin. The Credit Agreement
requires the Company to make monthly interest payments, currently approximately
$185,000 per month. Up to $10 million is available under the credit facility for
standby letters of credit. The variable fee range for issued letters of credit
is 1.25% to 2.75% per annum on the principal amount of letters of credit issued
for performance or payment, or 2% to 4% per annum on the principal amount if the
letter of credit is a financial letter of credit. The unused commitment fee
range is 1/4% to 1% per annum. The letter of credit fees and unused commitment
fees are variable based on the funded indebtedness to EBITDA ratio as defined in
the Credit Agreement. The credit facility matures in November 2002.
At the request of the Company, the Bank Group executed an amendment to the
credit agreement on April 2, 2001. Under the terms of the amendment, all new
advances as well as all existing advances bear interest at the prime lending
rate plus a variable and escalating margin as defined in the amendment (10.3% at
September 30, 2001). The Company was not in compliance with the amended
covenants as of September 30, 2001. The Company exceeded the maximum Funded
Indebtedness to EBITDA ratio covenant, and did not meet the minimum fixed charge
coverage ratio covenant or the minimum pre tax loss covenant, as defined in the
amendment. The amendment calls for scheduled reductions of the aggregate
revolving commitment of $3.0 million, $3.0 million and $4.0 million on March 31,
April 30 and May 31, 2001, respectively, and $1.0 million each month thereafter.
The Company reduced the aggregate commitment $3.0 million at March 31, 2001 and
by $2.0 million on April 30, 2001. Although management is working to meet these
scheduled reductions, the Company will not be able to reduce the commitment as
required under this amendment. A commitment fee of $100,000 is to be paid for
any month in which the agreed commitment reduction is not met. At September 30,
2001, the Company had $22.7 million in borrowings and $1.0 million in letters of
credit outstanding under the revolving credit facility. As a result of
noncompliance with the terms of the amendment referred to above, $22.7 million
outstanding under the Credit Agreement has been classified current and included
in Notes payable in the September 30, 2001 balance sheet.
As a result of noncompliance with the terms of the amendment referred to
above, $22.7 million outstanding under the Credit Agreement has been classified
current and included in Notes payable in the September 30, 2001 balance sheet,
resulting in a working capital deficit of $12.9 million. At the request of the
Company, the Bank Group has agreed, subject to certain conditions, to forebear
through December 31, 2001 all rights and remedies available to it as a result of
the Company being out of compliance with the covenants in the Credit Agreement
while the Company works on alternative forms of financing which are longer term
in nature, including asset financing, subordinated debt or equity financing and
strategic alliance relationships. Any such financing would result in reducing or
replacing the commercial bank facility and reclassifying the amounts outstanding
to noncurrent. A new credit agreement or financing arrangement may require
higher interest and principal repayments, requiring the Company to use more of
its cash flow from operations to meet these obligations. A new credit agreement
or financing arrangement could further restrict Company operations by, for
example, limiting the ability of the Company to make acquisitions and acquire
assets. An alternative debt or equity arrangement would likely involve the
issuance of debt or preferred equity securities that are convertible into shares
of Company common stock. As a result of any such conversion, existing
shareholders could lose the control of the Company that they now enjoy and
earnings per Company share could decline. Any of these new financing
arrangements could reduce the market value of Company shares. Management
believes that its available funds, cash generated by operations, and alternative
forms of financing described above will be sufficient to fund planned capital
expenditures and its working capital needs for the next 12 months. Expansion of
the Company's operations through future acquisitions may require additional
equity or debt financing. Management recognizes the importance of replacing the
current credit facility as soon as possible.
9
NEW ACCOUNTING STANDARD
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and
("SFAS") No. 142, "Goodwill and Other Intangible Assets", effective for fiscal
years beginning after December 15, 2001. Under the new rules, goodwill will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives. The Company currently does not have any other intangible
assets deemed to have indefinite lives.
As further described in Management Discussion and Analysis, the Company
has evaluated the recovery of goodwill and has written off substantially all of
the goodwill recorded on the balance sheet. As a result, SFAS No. 142 is not
expected to have a material effect on the Company's financial results.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Certain statements included in this report and in oral statements made from
time to time by management of the Company that are not statements of historical
fact are forward-looking statements. In this report, forward-looking statements
are included primarily in the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operation." The words "expect,"
"believe," "anticipate," "project," "plan," "estimate," "predict," and similar
expressions often identify forward-looking statements. All such statements are
subject to factors that could cause actual results and outcomes to differ
materially from the results and outcomes predicted in the statements and
investors are cautioned not to place undue reliance upon them.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are in Item 7A
of the Company's Form 10-K for the period ended December 31, 2000. Refer to Note
7 to the Condensed Consolidated Financial Statements for a discussion of the
Credit Arrangement. No other material changes have occurred since December 31,
2000.
10
PART II
ITEM 5. OTHER INFORMATION
On November 14, 2001 the Company announced operating results and related
matters for the third quarter ending September 30, 2001. The press release
making this announcement is attached hereto as Exhibit 99.1.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
10 Consulting Agreement by and between the
Company and Varix, Ltd. effective October 1,
2001
99.1 Press release issued by the Company on
November 14, 2001 announcing its operating
results and related matters for the third
quarter ending September 30, 2001.
(b) The Company filed no reports on Form 8-K during the quarter for
which this report is filed.
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.
UNIFAB International, Inc.
---------------------------------------------
Date November 14, 2001 Peter J. Roman
------------------------ ---------------------------------------------
Peter J. Roman
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
11
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
10 Consulting Agreement by and between the Company and Varix, Ltd. effective
October 1, 2001
99.1 Press release issued by the Company on November 14, 2001 announcing its operating
results and related matters for the third quarter ending September 30, 2001.