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 quarterly period 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 0-19737
NOEL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2649262
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
667 Madison Avenue, New York, New York 10021-8029
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(Address of principal executive offices) (Zip Code)
(212) 371-1400
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(Registrant's telephone number, including area code)
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 the latest practicable date.
Class Outstanding at August 6,1999
- ----------------------------- -----------------------------
Common Stock - $.10 Par Value 20,567,757
NOEL GROUP, INC.
INDEX
Page No.
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Part I - FINANCIAL INFORMATION
Item 1. Statements of Net Assets in Liquidation
June 30, 1999 and December 31, 1998 3
Statements of Changes in Net Assets in Liquidation
For the Three and Six Months Ended June 30, 1999 and 1998 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 3. Defaults upon Senior Securities 12
Item 6. Exhibits and Reports on Form 8-K 12
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
NOEL GROUP, INC.
STATEMENTS OF NET ASSETS IN LIQUIDATION
(Dollars in thousands, except per share amounts)
June 30, December 31,
1999 1998
--------- ------------
(Unaudited)
Assets
Cash and cash equivalents ..................................... $ 474 $ 250
Short-term investments......................................... 2,090 3,151
------ -----
Total cash and short-term investments ......................... 2,564 3,401
Investments (Note 2) .......................................... 17,422 27,826
Income taxes (Note 3) ......................................... 5,500 5,500
Other assets................................................... 125 321
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Total assets .................................................. 25,611 37,048
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Liabilities
Accounts Payable .............................................. 13 --
Accrued expenses (Note 4) ..................................... 1,914 2,640
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Total liabilities ............................................. 1,927 2,640
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Net assets in liquidation ..................................... $23,684 $34,408
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Number of common shares outstanding ........................... 20,567,757 20,567,757
========== ==========
Net assets in liquidation per outstanding share ............... $1.15 $1.67
===== =====
The accompanying notes are an integral part of these financial statements.
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NOEL GROUP, INC.
STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
For the Three and Six Months Ended June 30,
(Unaudited, dollars in thousands)
1999 1998
--------- ---------
Net assets in liquidation at January 1 .......................... $34,408 $83,561
Changes in estimated liquidation values of assets and
liabilities (Note 5) ......................................... (616) 1,413
Liquidating distribution (Note 6) ............................... -- (14,397)
--------- --------
Net assets in liquidation at March 31 ........................... 33,792 70,577
Changes in estimated liquidation values of assets and
liabilities (Note 5) ......................................... (221) 2,116
Liquidating distribution (Note 6) ............................... (9,887) (9,255)
--------- --------
Net assets in liquidation at June 30 ............................ $23,684 $63,438
========= =======
The accompanying notes are an integral part of these financial statements.
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NOEL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
This Report on Form 10-Q contains, in addition to historical information,
certain forward-looking statements, including those regarding valuation of
assets and liabilities. Such statements, including, as more fully set forth
below, those relating to management's estimates of the net value of the
Company's assets in liquidation, involve certain risks and uncertainties,
including, without limitation, those risks and uncertainties discussed below.
Should one or more of these risks or uncertainties materialize, actual outcomes
may vary materially from those indicated.
1. PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
On March 19, 1997, the shareholders of Noel Group, Inc. ("Noel") approved a
Plan of Complete Liquidation and Dissolution (the "Plan"), which had been
adopted by Noel's Board of Directors on May 21, 1996. Under the Plan, Noel is
being liquidated (i) by the sale of such of its assets as are not to be
distributed in kind to its shareholders, and (ii) after paying or providing for
all its claims, obligations and expenses, by cash and in-kind distributions to
its shareholders pro rata and if required by the Plan or deemed necessary by the
Board of Directors, by distributions of its assets from time to time to one or
more liquidating trusts established for the benefit of the then shareholders, or
by a final distribution of its then remaining assets to a liquidating trust
established for the benefit of the then shareholders. Noel expects to make its
final distribution to a liquidating trust prior to the end of 1999.
As a result of the approval of the Plan by the shareholders, Noel adopted
the liquidation basis of accounting as of April 1, 1997. Under the liquidation
basis of accounting, assets are stated at their estimated net realizable values
and liabilities are stated at their anticipated settlement amounts. See Note 2
for a discussion of the methods used to determine the estimated net realizable
values of investments.
The valuation of assets and liabilities necessarily requires many estimates
and assumptions and there are substantial uncertainties in carrying out the
provisions of the Plan. The actual value of any liquidating distribution will
depend upon a variety of factors including, but not limited to, the actual
market prices of any securities distributed in-kind when they are distributed,
the actual proceeds from the sale or other disposition of any of Noel's assets,
the ultimate settlement amounts of Noel's liabilities and obligations, actual
costs incurred in connection with carrying out the Plan, including
administrative costs during the liquidation period and the actual timing of
distributions.
The valuations presented in the accompanying Statements of Net Assets in
Liquidation represent management's estimates, based on present facts and
circumstances, of the net realizable values of assets and costs associated with
carrying out the provisions of the Plan based on the assumptions set forth in
the accompanying notes, which assumptions management believes to be reasonable,
based on present facts and circumstances. The actual values and costs are
expected to differ from the amounts shown herein and could be higher or lower
than the amounts recorded. Accordingly, it is not possible to predict the
aggregate net values ultimately distributable to shareholders and no assurance
can be given that the amount to be received in liquidation will equal or exceed
the price or prices at which Noel Common Stock has generally traded or is
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expected to trade in the future.
2. INVESTMENTS
Investments:
Investments are recorded at their estimated net realizable value in
liquidation. This valuation may not be reflective of actual amounts obtained
when and if these investments are distributed or of prices that might be
obtained in actual future transactions. Because of the inherent uncertainty of
the valuation of securities both where a public market exists and where it does
not exist, the estimated liquidation basis amounts shown may materially differ
from the actual amounts which may be received in the future.
Estimated Liquidation
Basis Amount
June 30, 1999
----------------------
(Dollars in thousands)
Carlyle Industries, Inc. ("Carlyle") Series B, 6% preferred stock(a) $11,097
Ferronorte Participacoes, S.A. ("Ferropar")(b) 6,302
Other holdings 23
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$17,422
=======
(a) Noel's investment in Carlyle comprises 9,920,908 shares of Carlyle series B
preferred stock with a redemption value of $9,920,908 and accrued dividends
of approximately $2,910,000 at June 30, 1999. As of June 30, 1999, Carlyle
is in default on its obligation to Noel to redeem the entire liquidation
preference of its preferred stock as well as the accumulated unpaid
dividends to the extent of its legally available funds.
In July 1999, Noel reached agreement with Carlyle and Swenvest Corporation,
a company controlled by Carlyle chairman Robert A. Levinson, for the
issuance by Carlyle of common stock in payment of accrued and unpaid
dividends, the sale of a portion of Noel's Carlyle preferred stock to
Swenvest and the redemption by Carlyle of the remainder of Noel's preferred
stock in exchange for Carlyle common stock. The payment of the dividend and
the redemption by Carlyle of the preferred stock is pursuant to Carlyle's
voluntary plan of recapitalization and is expected to occur on August 13,
1999. In connection with these transactions, Noel sold 3,865,289 shares of
Carlyle preferred stock to Swenvest for $3,000,000 in cash, and Noel
expects to receive 2,559,594 shares of Carlyle common stock in payment for
the preferred stock dividends through August 13, 1999, and 3,760,000 shares
of Carlyle common stock in consideration for the redemption of the balance
of Noel's holding of 6,055,619 shares of Carlyle preferred stock.
At June 30, 1999, the value of preferred shares has been determined based
on the pending transaction as the sum of $3,000,000 in cash and $8,097,000,
(6,319,594 shares of Carlyle common stock valued at $1.2812 per share, the
closing share price on June 30). Using the closing market price of $1.00
per share on August 4, 1999, this investment would have been valued at
$9,320,000.
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As part of its agreement with Noel, Carlyle intends to file a registration
statement covering the common shares issued to Noel in the transaction.
Following the completion of the transactions, Noel plans to distribute the
cash proceeds as a liquidating distribution and to distribute the Carlyle
common shares received by Noel to a liquidating trust for the benefit of
Noel's then shareholders. Distribution of the Carlyle common shares by the
liquidating trust to the trust beneficiaries will not occur until the
registration statement covering the shares becomes effective. The amount
ultimately realized by Noel shareholders will depend on the market value of
the Carlyle common shares.
Carlyle is a packager and distributor of buttons, gifts and craft products.
(b) Noel owns 10,624,886 shares of Ferropar which were recorded at a 60%
discount to the third-party valuation, determined at the time of the
reorganization of Novoeste S.A. and Ferronorte, S.A. Ferrovia Norte Brasil
to form Ferropar in June 1998. The discount percentage reflects illiquidity
and the risks of operating in Brazil, including foreign currency risk.
Since the merger transaction occurred, the Reals per Dollar exchange rate
has declined by approximately 38%. Consequently, as of August 9, 1999, the
carrying value of $6,302,000 represents an approximate discount of 36% to
the Real value established in the merger transaction. While the level of
uncertainty related to the Brazilian economy has increased, there have been
no events at Ferropar, which Noel is aware of, which indicate the need for
an additional discount, however, Noel cannot predict how future
developments to Brazil's economy or to the exchange rate would impact the
value of this investment.
Ferropar holds two concessions to operate privatized railroads in Brazil.
Realization of this investment is dependent upon a sale by Noel of its
interest in Ferropar. In February 1999, Noel engaged a Brazilian investment
bank to sell its shares. It is expected that pending any sale, Noel's
Ferropar shares will be distributed to a liquidating trust for the benefit
of Noel's then shareholders. The actual amount realized for this investment
could be lower or higher than the amount recorded.
3. INCOME TAXES
Estimated income taxes are calculated at a 35% rate on the taxable income
and losses which would be generated if the assets were realized and liabilities
settled at the amounts shown on the financial statements. This estimate is
subject to significant variation if, among other things, the actual values of
assets distributed, sold or otherwise disposed of varies from current estimates.
The income tax asset is projected to be realized through the filing of the 1998
and 1999 tax returns and assumes that Noel's liquidation will be completed by
December 31, 1999. The bulk of the projected tax asset will be realized by
carrying back the projected taxable loss in 1999 to 1997. Events subsequent to
December 31, 1998, may limit Noel's ability to carry back the projected 1999
loss due to the change in ownership provisions of Section 382 of the Internal
Revenue Code. The amount of the income tax refund would be subject to audit
adjustment by the IRS.
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The components of the income tax asset are as follows (dollars in thousands):
June 30, December 31,
1999 1998
--------- ------------
Net unrealized capital loss $ 325 $5,002
Net realized capital loss (gain) 4,325 (139)
Unrealized net operating loss carrybacks 260 145
Loss from the settlement of recorded liabilities 588 490
Other 2 2
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Net income tax asset $5,500 $5,500
======== ========
Noel had additional net operating loss carryforwards of approximately
$8,133,000 at December 31, 1998, which expire from 2004 through 2012. Noel has
undergone "ownership changes" within the meaning of Section 382 of the Internal
Revenue Code of 1986, as amended. Consequently, future utilization of these
Federal tax loss carryforwards is significantly limited. If Noel's assets and
liabilities are realized at the values recorded at June 30, 1999, these
carryforwards will not be realizable because Noel will not generate future
taxable income.
4. ACCRUED EXPENSES
Accrued expenses include estimates of costs to be incurred in carrying out
the Plan and provisions for known liabilities. These costs include a provision
for costs to be incurred in connection with the distribution, sale or other
disposition of Noel's investments including legal and investment banking fees
and salaries and related expenses of officers and employees assigned to effect
the distribution, sale or other disposition of specific investments.
The components of accrued expenses are as follows (dollars in thousands):
June 30, December 31,
1999 1998
---------- -----------
Salaries and benefits $ 560 $1,063
Rent and other expenses 687 544
Professional fees 367 391
Other, net 300 642
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$1,914 $2,640
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This projection of accrued expenses assumes that Noel will substantially
complete its operations by September 30, 1999. The actual costs incurred could
vary significantly from the related accrued expenses due to uncertainty related
to the actual length of time required to complete the Plan, the exact method by
which each of Noel's assets will be realized and other contingencies.
For the six months ended June 30, 1999, Noel's cash operating expenses
exceeded the return on its cash and cash equivalents and short-term investments
by $1,210,000.
Noel's cash operating expenses for the six months ended June 30, 1999, were
as follows (dollars in thousands):
Salaries and benefits $ 435
Rent and other expenses 534
Professional fees 319
------
$1,288
======
5. CHANGES IN ESTIMATED LIQUIDATION VALUES OF ASSETS AND LIABILITIES
The changes in the estimated liquidation values of assets and liabilities
were as follows (dollars in thousands):
Three Months Ended
June 30, 1999 June 30, 1998
------------- -------------
To adjust investments to
estimated liquidation values, net $250 $2,281
To adjust estimated accrued expenses (471) (851)
To adjust estimated income taxes -- 653
To adjust other assets -- 33
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Total adjustments $(221) $2,116
====== ======
Six Months Ended
June 30, 1999 June 30, 1998
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To adjust investments to $(329) $1,603
estimated liquidation values, net
To adjust estimated accrued expenses (508) (887)
To adjust estimated income taxes -- (255)
To adjust other assets -- 3,068
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Total adjustments $(837) $3,529
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6. LIQUIDATING DISTRIBUTIONS
On April 25, 1997, Noel distributed 3,754,675 shares of common stock of
HealthPlan Services Corporation ("HPS") valued at $14.375 per HPS share for a
total value of $53,974,000 to Noel shareholders of record at the close of
business on April 18, 1997. The distribution rate was 0.1838631 of a share of
HPS common stock per share of Noel Common Stock and the value of the
distribution was $2.6430 per share of Noel Common Stock.
On October 6, 1997, Noel distributed 412,601 shares of HPS common stock
valued at $21.1565 per HPS share for a total value of $8,729,000 to Noel
shareholders of record at the close of business on September 29, 1997. The
distribution rate was 0.02006 of a share of HPS common stock per share of Noel
Common Stock and the value of the distribution was $.4244 per share of Noel
Common Stock.
On December 1, 1997, Noel distributed 2,205,814 shares of Carlyle common
stock valued at $1.40 per Carlyle share for a total value of $3,088,000 to Noel
shareholders of record at the close of business on November 21, 1997. The
distribution rate was 0.107246 of a share of Carlyle common stock per share of
Noel Common Stock and the value of the distribution was $.1501 per share of Noel
Common Stock.
On March 27, 1998, Noel distributed $.70 per outstanding Noel share for a
total amount of $14,397,000 to shareholders of record at the close of business
on March 20, 1998.
On April 30, 1998, Noel distributed $.45 per outstanding Noel share for a
total amount of $9,255,000 to shareholders of record at the close of business on
April 22, 1998.
On August 14, 1998, Noel distributed $.92 per outstanding Noel share for a
total amount of $18,922,000 to shareholders of record at the close of business
on July 31, 1998.
On April 15, 1999, Noel distributed 20,567,757 units of the CBI
Distribution Trust representing ownership of its entire 2,026,104 share holding
of Career Blazers Inc. ("Career Blazers", formerly Staffing Resources, Inc.)
common stock valued at $9,888,000 to shareholders of record on the close of
business on April 15, 1999. The distribution rate was one trust unit per
outstanding share of Noel common stock and the value of the distribution was
$.48072 per Noel share.
7. COMMITMENTS AND CONTINGENCIES
Certain of Noel's holdings are involved in various legal proceedings
generally incidental to their businesses. While the result of any litigation
contains an element of uncertainty, management believes that the outcome of any
known, pending or threatened legal proceeding or claim, or all of them combined,
will not have a material adverse effect on Noel's financial position.
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Item 2. - Management's Discussion and Analysis of Financial Condition
This Quarterly Report on Form 10-Q contains, in addition to historical
information, certain forward-looking statements regarding future financial
condition and results of operations. Such statements involve certain risks and
uncertainties, including, without limitation, those risks and uncertainties
discussed below and in the footnotes to the financial statements. Should one or
more of these risks or uncertainties materialize, actual outcomes may vary
materially from those indicated.
Liquidity and Capital Resources:
On June 30, 1999, Noel had cash and cash equivalents and short-term
investments of approximately $2.6 million. The future cash needs of Noel will be
dependent on the implementation of the Plan. It is management's intention that
Noel's existing liquid assets will be available to fund Noel's working capital
requirements and to meet its other obligations through the remainder of the
liquidation period. Pursuant to the Plan, subject to the payment or the
provision for payment of the Company's obligations, the cash proceeds of any
asset sales together with other available cash will be distributed from time to
time pro rata to the holders of the Common Stock on record dates selected by the
Board of Directors with respect to each such distribution. Noel believes that
its cash and cash equivalents and short-term investments are sufficient to fund
its working capital requirements through the completion of the Plan.
Sources of potential liquidity include the sale or refinancing of current
holdings, dividends and preferred stock redemptions from current holdings. Noel
does not currently receive, nor expect to receive in the immediate future, cash
dividends from any of its holdings.
Statements of Net Assets in Liquidation:
June 30, 1999 versus December 31, 1998
Cash and cash equivalents and short-term investments decreased by $.8
million primarily due to the funding operating expenses.
Investments decreased $10.4 million primarily as a result of the
distribution of Career Blazers.
Statement of Changes in Net Assets in Liquidation:
Three Months Ended June 30, 1999
The decrease in estimated liquidation values of assets and liabilities of
$.2 million primarily results from the increase to accrued expenses of $.5
million net of the increase in the liquidation value of Carlyle of $.3 million.
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Three Months Ended March 31, 1999
The decrease in estimated liquidation values of assets and liabilities of
$.7 million primarily relates to the decrease in the liquidation value of Career
Blazers of $.6 million.
Year 2000 Issues
The Company does not expect to be in existence after 1999 and therefore has
not fully assessed its Year 2000 issues. In the event that Noel operates beyond
1999, management does not believe that the consequences of its Year 2000 issues
would have a material effect on the Company's financial condition.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
There are no pending material legal proceedings to which Noel or, to Noel's
knowledge, its subsidiaries is a party or to which any of their property is
subject, other than ordinary routine litigation incidental to their respective
businesses, other than as disclosed in Noel's Form 10-K for the year ended
December 31, 1998.
Item 3. - Defaults upon Senior Securities
a) None
b) Noel is the holder of 9,929,908 shares (approximately 93%) of Series B
Preferred Stock of Carlyle. Carlyle is in default of its mandatory
redemption obligations to the holders of such Preferred Stock to the extent
of its legally available funds. As of June 30 1999, the accrued but unpaid
dividends amounted to approximately $3.1 million.
Item 6. - Exhibits and Reports on Form 8-K
a) Exhibits
Item No. Item Title Exhibit No.
- -------- ---------- -----------
(2) Plan of Complete Liquidation and Dissolution of Noel Group, Inc. (a)
(3) Articles of Incorporation and By-Laws.
(A) Certificate of Incorporation, as amended. (b)
(B) By-Laws, as amended and restated. (c)
(4) Instruments defining the rights of security holders, including indentures.
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(A) Excerpts from Certificate of Incorporation, as amended. (b)
(B) Excerpts from By-Laws, as amended and restated. (c)
(10) Trust Agreement dated April 12, 1999, by and among Noel Group, Inc.,
Samuel F. Pryor, III, and Herbert M. Friedman, as trustees. 10
(11) Statement re: computation of per share earnings is not required because
the relevant computations can be clearly determined from the material
contained in the financial statements included herein.
(15) None.
(18) None.
(19) None.
(22) None.
(23) None.
(24) None.
(27) Financial Data Schedule.
(99) None.
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(a) This exhibit was filed as an exhibit to Noel's Proxy Statement
for the Special Meeting of Shareholders held on March 19,
1997, which exhibit is incorporated herein by reference.
(b) These exhibits were filed as exhibits to Noel's Registration
Statement on Form S-1, Registration No. 33-44178, effective
January 29, 1992, and are incorporated herein by reference.
(c) These exhibits were filed as exhibits to Noel's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994, and
are incorporated herein by reference.
b) Reports on Form 8-K
The following reports on Form 8-K were filed by the registrant during the
quarter for which this report is filed:
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(i) None.
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.
Signature
NOEL GROUP, INC.
Date: August 11, 1999
By: /s/ Todd K. West
-----------------
Todd K. West
Vice President - Finance and Secretary
(As both a duly authorized officer of
Registrant and as chief financial officer
of Registrant).
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