Attached files
| file | filename |
|---|---|
| EX-31.1 - CONGOLEUM CORP | ex31-1.htm |
| EX-32.2 - CONGOLEUM CORP | ex32-2.htm |
| EX-32.1 - CONGOLEUM CORP | ex32-1.htm |
| EX-31.2 - CONGOLEUM CORP | ex31-2.htm |
| 10-Q - CONGOLEUM CORP. - CONGOLEUM CORP | eps3614.htm |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
For
Further Information:
Howard
N. Feist
Chief
Financial Officer
(609)
584-3586
CONGOLEUM
CORPORATION REPORTS THIRD QUARTER RESULTS
MERCERVILLE,
NJ, November 11, 2009 – Congoleum Corporation
(OTC: CGMCQ) today reported its financial results for the third quarter ended
September 30, 2009. Sales for the three months ended September 30, 2009 were
$37.4 million, compared with sales of $46.1 million reported in the third
quarter of 2008, a decrease of 19%. The net loss for the quarter was $1.9
million compared to a net loss of $10.1 million in the third quarter of 2008.
During the third quarter of 2008, Congoleum recorded a charge of $11.5 million
to increase its reserve for costs to complete its asbestos related reorganization. Net loss per share was $0.23 in the
third quarter of 2009 compared to a net loss of $1.22 per share in the third
quarter of 2008.
Sales for the nine months ended September 30, 2009 were
$106.8 million, compared with sales of $140.1 million in the first nine months
of 2008. The net loss for the first nine months ended September 30, 2009, was
$7.0 million, or $0.84 per share, versus a net loss of $8.2 million, or
$1.00 per share, in the first nine months of 2008. The net loss in 2008
included the $11.5 million charge for reorganization costs.
Roger
S. Marcus, Chairman of the Board, commented “Demand for our products in the
third quarter remained very weak, but did not deteriorate further. Our
third quarter sales were close to the level of the second quarter, and it
continues to appear that market conditions have bottomed out but not begun any
meaningful recovery.”
“Our
third quarter financial results were adversely affected by two significant
factors in addition to the low level of sales. First, we reduced our
inventories by $6 million during the third quarter, which improved our cash
position but reduced our gross profit by about $2 million due to the lack of
production volume to absorb fixed manufacturing overhead. Second, our
expenses include $900 thousand in incremental pension expense resulting from the
decline in investment values during 2008. Without the impact of these two
items, we would have been profitable for the quarter, thanks to the cost
reduction steps we have taken to reduce our breakeven.”
Mr.
Marcus continued, “Despite the market outlook suggesting continuing soft demand,
we are taking actions that we hope will improve our sales in 2010. We
recently introduced a new sheet product line that has generated interest and
orders exceeding our expectations, and we believe this line could have a more
positive impact in 2010 than we had originally planned. We are also
finalizing two additional major product introductions, one to take place in the
first quarter of 2010 and the second in the following quarter. With the
help of these three new products, we hope to achieve improved results in 2010
even if the economy remains flat.”
“I
am also pleased to report that we have agreed with our debtor-in-possession
lender, subject to court approval, to amend our debtor-in-possession credit
facility to extend it through June 30, 2010 and to provide an additional $5
million in liquidity. We expect court approval of this amendment
shortly.”
“As
an update on our reorganization proceedings, we filed a new plan and disclosure
statement with the District Court on October 22, 2009. A hearing on the
adequacy of the disclosure statement is scheduled for December 7, 2009 and a
confirmation hearing is scheduled for March 29, 2010. This latest plan
enjoys the support of all creditor committees, and we believe we can emerge from
Chapter 11 in the second quarter of 2010.”
Congoleum
Corporation is a leading manufacturer of resilient flooring, serving both
residential and commercial markets. Its sheet, tile and plank products are
available in a wide variety of designs and colors, and are used in remodeling,
manufactured housing, new construction and commercial applications. The
Congoleum brand name is recognized and trusted by consumers as representing a
company that has been supplying attractive and durable flooring products for
over a century.
The
above news release contains certain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve
risks, uncertainties and assumptions. These statements can be identified by the
use of the words such as "anticipate," "believe," "estimate," "expect,"
"intend,” "plan," "project" and other words of similar meaning. In particular,
these include statements relating to intentions, beliefs or current expectations
concerning, among other things, future performance, results of operations, the
outcome of contingencies such as bankruptcy and other legal proceedings, and
financial conditions. These statements do not relate strictly to historical or
current facts. These forward-looking statements are based on Congoleum's
expectations, as of the date of this release, of future events, and Congoleum
undertakes no obligation to update any of these forward-looking
statements.
Although
Congoleum believes that these expectations are based on reasonable assumptions,
within the bounds of its knowledge of its business and operations, there can be
no assurance that actual results will not differ materially from its
expectations. Readers are cautioned not to place undue reliance on any
forward-looking statements. Any or all of these statements may turn out to be
incorrect. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may
or may not occur in the future. Any forward-looking statements made in this
press release speak only as of the date of such statement. It is not possible to
predict or identify all factors that could potentially cause actual results to
differ materially from expected and historical results. Factors that could cause
actual results to differ from expectations include: (i) the future cost and
timing of estimated asbestos liabilities and payments, (ii) the availability of
insurance coverage and reimbursement from insurance companies that underwrote
the applicable insurance policies for the Company for asbestos-related claims,
(iii) the costs relating to the execution and implementation of any plan of
reorganization pursued by Congoleum, (iv) timely reaching agreement with other
creditors, or classes of creditors, that exist or may emerge, (v) satisfaction
of the conditions and obligations under Congoleum's outstanding debt
instruments, (vi) the response from time to time of Congoleum's and its
controlling shareholder's, American Biltrite Inc.'s, lenders, customers,
suppliers and other constituencies to the ongoing process arising from
Congoleum's strategy to settle its asbestos liability, (vii) Congoleum's ability
to maintain debtor-in-possession financing sufficient to provide it with funding
that may be needed during the pendency of its Chapter 11 case and to obtain exit
financing sufficient to provide it with funding that may be needed for its
operations after emerging from the bankruptcy process, in each case, on
reasonable terms, (viii) timely obtaining sufficient creditor and court approval
of any reorganization plan pursued by Congoleum (including the results of any
relevant appeals), (ix) compliance with the United States Bankruptcy Code,
including Section 524(g), (x) costs of, developments in, and the outcome of
insurance coverage litigation pending in New Jersey state court involving
Congoleum and certain insurers, (xi) the possible adoption of another party's
plan of reorganization which may prove to be unfeasible, (xii) increases in raw
material and energy prices or disruption in supply, (xiii) increased competitive
activity from companies in the flooring industry, some of which have greater
resources and broader distribution channels than Congoleum, (xiv) increases in
the costs of environmental compliance and remediation or the exhaustion of
insurance coverage for such expenses, (xv) unfavorable developments in the
national economy or in the housing industry in general, including developments
arising from the war in Iraq and Afghanistan and from the tightening of credit
availability, (xvi) shipment delays, depletion of inventory and increased
production costs resulting from unforeseen disruptions of operations at any of
Congoleum's facilities or distributors, (xvii) product warranty costs, (xviii)
changes in distributors of Congoleum's products, and (xix) Congoleum’s interests
may not be the same as its controlling shareholder, American Biltrite
Inc. In any event, if Congoleum is not successful in obtaining
sufficient creditor and court approval of a plan of reorganization, such failure
would have a material adverse effect upon its business, results of operations
and financial condition. Actual results could differ significantly as a result
of these and other factors discussed in Congoleum's annual report on Form 10-K
for the year ended December 31, 2008 and subsequent filings made by Congoleum
with the Securities and Exchange Commission.
CONGOLEUM
CORPORATION
RESULTS
OF OPERATIONS
(In
thousands, except per share amounts)
(Unaudited)
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
Sales
|
$ | 37,359 | $ | 46,085 | $ | 106,815 | $ | 140,948 | ||||||||
|
Cost
of Sales
|
31,872 | 37,765 | 90,690 | 111,866 | ||||||||||||
|
Selling,
General & Administrative Expenses
|
7,210 | 7,768 | 22,907 | 26,138 | ||||||||||||
|
Asbestos
Related Reorganization Charges
|
-- | 11,491 | -- | 11,491 | ||||||||||||
|
Loss
from Operations
|
(1,723 | ) | (10,939 | ) | (6,782 | ) | (8,547 | ) | ||||||||
|
Interest
(Expense) Income,(net)
|
8 | 6 | (197 | ) | 1,001 | |||||||||||
|
Other
Income (expense)
|
(180 | ) | (377 | ) | 50 | (791 | ) | |||||||||
|
Net
Loss before Income Taxes
|
(1,895 | ) | (11,310 | ) | (6,929 | ) | (8,337 | ) | ||||||||
|
Provision/(benefit)
for Income Taxes
|
35 | (1,185 | ) | 50 | (103 | ) | ||||||||||
|
Net
Loss
|
$ | (1,930 | ) | $ | (10,125 | ) | $ | (6,979 | ) | $ | (8,234 | ) | ||||
|
Net
Loss Per Share, Basic & Diluted
|
$ | (0.23 | ) | $ | (1.22 | ) | $ | (0.84 | ) | $ | (1.00 | ) | ||||
|
Weighted
Average Number of Common Shares Outstanding – Basic &
Diluted
|
8,272 | 8,272 | 8,272 | 8,272 | ||||||||||||
|
ADDITIONAL FINANCIAL
INFORMATION:
|
||||||||||||||||
|
Capital
Expenditures
|
$ | 407 | $ | 1,242 | $ | 1,927 | $ | 2,746 | ||||||||
|
Depreciation
and Amortization
|
$ | 2,407 | $ | 2,482 | $ | 7,242 | $ | 7,781 | ||||||||
CONDENSED
BALANCE SHEET
(In
thousands, except per share amounts)
(Unaudited)
|
September 30,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 14,069 | $ | 15,077 | ||||
|
Restricted
cash
|
30,770 | 29,680 | ||||||
|
Accounts
& notes receivable, net
|
16,078 | 13,789 | ||||||
|
Inventory
|
24,503 | 35,814 | ||||||
|
Other
current assets
|
3,570 | 3,922 | ||||||
|
Total
current assets
|
88,990 | 98,282 | ||||||
|
Property,
plant & equipment (net)
|
51,205 | 56,520 | ||||||
|
Other
assets (net)
|
17,065 | 17,065 | ||||||
|
Total
assets
|
$ | 157,260 | $ | 171,867 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY:
|
||||||||
|
Accounts
payable, accrued expenses & deferred income taxes
|
$ | 72,304 | $ | 80,924 | ||||
|
Revolving
credit loan – secured debt
|
12,449 | 13,994 | ||||||
|
Liabilities
subject to compromise – current
|
4,997 | 4,997 | ||||||
|
Total
current liabilities
|
89,750 | 99,915 | ||||||
|
Liabilities
subject to compromise
|
164,033 | 161,503 | ||||||
|
Long
term debt
|
-- | -- | ||||||
|
Other
liabilities
|
-- | -- | ||||||
|
Total
liabilities
|
253,783 | 261,418 | ||||||
|
Stockholders’
equity (deficit)
|
(96,523 | ) | (89,551 | ) | ||||
|
Total
liabilities & stockholders’ equity
|
$ | 157,260 | $ | 171,867 | ||||
|
ADDITIONAL FINANCIAL
INFORMATION:
|
||||||||
|
Working
Capital
|
$ | (760 | ) | $ | (1,633 | ) | ||
|
Current
Ratio
|
1.0 | 1.0 | ||||||