SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2001
Commission File Number 1-8803
MATERIAL SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-2673173
(State or other jurisdiction (IRS employer identification
of incorporation or organization) number)
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (847) 439-8270
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
--------------- ____________
As of July 12, 2001, the registrant had 14,687,656 outstanding shares of common
stock, $.02 par value.
MATERIAL SCIENCES CORPORATION
FORM 10-Q
For The Quarter Ended May 31, 2001
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
(a) Financial statements of Material Sciences Corporation and Subsidiaries
2
Consolidated Statements of Income (Loss) (Unaudited)
Material Sciences Corporation and Subsidiaries
Three Months Ended
May 31,
(In thousands, except per share data) 2001 2000
- ------------------------------------- -------------- ---------------
Net Sales (1) $ 98,374 $110,287
Cost of Sales (2) 87,453 93,991
-------------- ---------------
Gross Profit $ 10,921 $ 16,296
Selling, General and Administrative Expenses 13,068 12,512
-------------- ---------------
Income (Loss) from Operations $ (2,147) $ 3,784
-------------- ---------------
Other (Income) and Expense:
Interest Expense, Net $ 2,555 $ 2,272
Equity in Results of Joint Ventures 312 293
Other, Net 62 76
-------------- ---------------
Total Other Expense, Net $ 2,929 $ 2,641
-------------- ---------------
Income (Loss) from Continuing Operations
Before Provision (Benefit) for Income Taxes $ (5,076) $ 1,143
Provision (Benefit) for Income Taxes (2,182) 307
-------------- ---------------
Income (Loss) from Continuing Operations $ (2,894) $ 836
Discontinued Operation: (8)
Income from Discontinued Operation (Net of Income Taxes
of $855 and $1,248 for Fiscal 2002 and 2001, Respectively) 1,243 1,812
-------------- ---------------
Net Income (Loss) $ (1,651) $ 2,648
============== ===============
Basic Net Income (Loss) Per Share:
Income (Loss) from Continuing Operations $ (0.21) $ 0.06
Income from Discontinued Operation 0.09 0.12
-------------- ---------------
Basic Net Income (Loss) Per Share $ (0.12) $ 0.18
============== ===============
Diluted Net Income (Loss) Per Share:
Income (Loss) from Continuing Operations $ (0.21) $ 0.06
Income from Discontinued Operation 0.09 0.12
-------------- ---------------
Diluted Net Income (Loss) Per Share $ (0.12) $ 0.18
============== ===============
Weighted Average Number of Common Shares Outstanding
Used for Basic Net Income (Loss) Per Share 13,858 14,596
Dilutive Shares - 158
-------------- ---------------
Weighted Average Number of Common Shares Outstanding
Plus Dilutive Shares 13,858 14,754
============== ===============
Outstanding Common Stock Options Having No Dilutive Effect 1,487 1,261
============== ===============
The accompanying notes are an integral part of these statements.
3
Consolidated Balance Sheets
Material Sciences Corporation and Subsidiaries
May 31, February 28,
2001 2001
(In thousands) Unaudited Audited
- -------------- --------- -------
Assets:
Current Assets:
Cash and Cash Equivalents $ 1,967 $ 2,355
Receivables, Less Reserves of $4,397 and $4,632, Respectively (3) 40,515 43,935
Income Taxes Receivable 1,057 1,637
Prepaid Expenses 3,454 2,701
Inventories 54,542 56,428
Prepaid Taxes 3,004 3,004
Current Assets of Discontinued Operation, Net (8) 50,289 41,887
---------- ------------
Total Current Assets $ 154,828 $ 151,947
---------- ------------
Property, Plant and Equipment $ 362,659 $ 361,572
Accumulated Depreciation and Amortization (168,327) (163,672)
---------- ------------
Net Property, Plant and Equipment $ 194,332 $ 197,900
----------- ------------
Other Assets:
Investment in Joint Ventures $ 11,398 $ 11,700
Intangible Assets, Net 13,520 13,617
Other 1,856 1,790
---------- ------------
Total Other Assets $ 26,774 $ 27,107
---------- ------------
Total Assets $ 375,934 $ 376,954
========== ============
Liabilities:
Current Liabilities:
Current Portion of Long-Term Debt $ 13,996 $ 7,703
Accounts Payable 42,319 39,508
Accrued Payroll Related Expenses 7,745 12,133
Accrued Expenses 5,465 6,682
---------- ------------
Total Current Liabilities $ 69,525 $ 66,026
---------- ------------
Long-Term Liabilities:
Deferred Income Taxes $ 16,545 $ 18,019
Long-Term Debt, Less Current Portion (4) 126,892 129,762
Other 13,572 13,411
---------- ------------
Total Long-Term Liabilities $ 157,009 $ 161,192
---------- ------------
Shareowners' Equity:
Preferred Stock (5) $ - $ -
Common Stock (6) 363 354
Additional Paid-In Capital 64,616 63,334
Treasury Stock at Cost (7) (34,813) (34,813)
Retained Earnings 119,234 120,861
---------- ------------
Total Shareowners' Equity $ 149,400 $ 149,736
---------- ------------
Total Liabilities and Shareowners' Equity $ 375,934 $ 376,954
========== ============
The accompanying notes are an integral part of these statements.
4
Consolidated Statements of Cash Flows (Unaudited)
Material Sciences Corporation and Subsidiaries
Three Months Ended
May 31,
(In thousands) 2001 2000
- ---------------------------------------------------------------------------------- -------------- --------------
Cash Flows From:
Operating Activities:
Net Income (Loss) $ (1,651) $ 2,648
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided
by Operating Activities:
Discontinued Operation, Net (8) (2,640) (2,182)
Depreciation and Amortization (2) 5,393 6,712
Provision (Benefit) for Deferred Income Taxes (1,474) 468
Compensatory Effect of Stock Plans 799 691
Other, Net 336 281
------------- -------------
Operating Cash Flow Prior to Changes in Assets and Liabilities $ 763 $ 8,618
------------- -------------
Changes in Assets and Liabilities:
Receivables $ 3,420 $ 2,130
Income Taxes Receivable 580 -
Prepaid Expenses (753) (2,288)
Inventories 1,886 (4,636)
Accounts Payable 2,811 1,715
Accrued Expenses (5,605) (9,657)
Other, Net 138 (483)
------------- -------------
Cash Flow from Changes in Assets and Liabilities $ 2,477 $ (13,219)
------------- -------------
Net Cash Provided by (Used in) Operating Activities $ 3,240 $ (4,601)
------------- -------------
Investing Activities:
Discontinued Operation, Net (8) $ (5,746) $ (568)
Capital Expenditures, Net (1,465) (4,261)
Investment in Joint Ventures (10) (74)
Other (328) 14
------------- -------------
Net Cash Used in Investing Activities $ (7,549) $ (4,889)
------------- -------------
Financing Activities:
Discontinued Operation, Net (8) $ 6 $ (6)
Net Proceeds Under Lines of Credit 10,700 10,400
Payments of Debt (7,277) (120)
Purchase of Treasury Stock - (5,286)
Issuance of Common Stock 492 579
------------- -------------
Net Cash Provided by Financing Activities $ 3,921 $ 5,567
------------- -------------
Net Decrease in Cash $ (388) $ (3,923)
Cash and Cash Equivalents at Beginning of Period 2,355 3,923
------------- -------------
Cash and Cash Equivalents at End of Period $ 1,967 $ -
============= =============
The accompanying notes are an integral part of these statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MATERIAL SCIENCES CORPORATION
The data for the three months ended May 31, 2001 and 2000 have not been audited
by independent public accountants but, in the opinion of the Company, reflect
all adjustments (consisting of only normal, recurring adjustments) necessary for
a fair presentation of the information at those dates and for those periods. The
financial information contained in this report should be read in conjunction
with the Company's 2001 Annual Report to Shareowners and Annual Report on Form
10-K.
(1) During the three-month periods ending May 31, 2001 and 2000, the Company
derived approximately 15.2% and 11.8%, respectively, of its sales from fees
billed to Walbridge Coatings ("Partnership") by a subsidiary of the Company
for operating the Walbridge, Ohio facility.
(2) During the first quarter of fiscal 2002, the Company reduced depreciation
expense by $1,392 at Pinole Point Steel due to changes made to the
estimated useful lives of the galvanizing and coil coating lines, which
more accurately reflects the service lives of the assets.
(3) Includes trade receivables due from the Partnership of $1,334 as of May 31,
2001 and no amount as of February 28, 2001.
(4) The Company was not in compliance with one financial covenant as of May 31,
2001. The banks waived the default and amended the line of credit agreement
effective May 31, 2001.
(5) Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 1,000,000
Designated Series B Junior Participating Preferred; None Issued.
(6) Common Stock, $.02 Par Value; 40,000,000 Shares Authorized; 18,096,989
Shares Issued and 14,712,553 Shares Outstanding as of May 31, 2001 and
17,676,984 Shares Issued and 14,292,548 Shares Outstanding as of February
28, 2001.
(7) Treasury Stock at Cost; 3,384,436 Shares as of May 31, 2001 and as of
February 28, 2001.
(8) On June 29, 2001, the Company completed the sale of substantially all of
the assets of MSC Specialty Films, Inc. ("MSC/SFI"), including its interest
in Innovative Specialty Films, LLC, pursuant to the terms of the Purchase
Agreement by and among MSC, MSC/SFI, Bekaert and N.V. Bekaert S.A., dated
June 10, 2001. The Company received cash at closing of $122,137 and expects
to record an after-tax gain of approximately $37,000 to $43,000 in the
second quarter of fiscal 2002. The gain is subject to certain post-closing
adjustments to the purchase price and expenses incurred as a result of the
transaction. Net proceeds after taxes and transaction costs will be
approximately $89,000, which the Company intends to use to primarily reduce
long-term debt. As a result of the sale, MSC/SFI has been reported as a
discontinued operation for the
6
current and prior periods. Net sales of MSC/SFI in the first quarter of
fiscal 2002 decreased 2.2% to $16,369 as compared with $16,735 in the same
period last year.
(9) Business Segments:
The Company reports segment information based on how management
disaggregates its businesses for evaluating performance and making
operating decisions. The Company's three remaining segments are: Engineered
Materials, Coated Products and Services and Pinole Point Steel. Pinole
Point Steel's loss before income taxes included an allocation of
consolidated interest expense totaling $2,468 in the first quarter of
fiscal 2002 and $2,114 in the same period last year. Corporate represents
unallocated general corporate expenses. Sales between segments are recorded
at market rates, and the related intercompany profit is eliminated in
consolidation. The net sales on a geographic basis are not material.
Information concerning the Company's business segments in the first quarter
of fiscal 2002 and 2001 was as follows:
Three Months Ended May 31,
--------------------------
2001 2000
---- ----
Net Sales
---------
Coated Products and Services $ 45,684 $ 48,184
Engineered Materials 21,782 21,432
Eliminations (1,466) (826)
-------- ---------
Subtotal 66,000 68,790
Pinole Point Steel 32,374 41,497
-------- ---------
Total $ 98,374 $ 110,287
======== =========
Income (Loss) Before Income Taxes
---------------------------------
Coated Products and Services $ 1,776 $ 3,639
Engineered Materials 1,954 2,905
Corporate and Eliminations (2,542) (3,281)
-------- ---------
Subtotal 1,188 3,263
Pinole Point Steel (6,264) (2,120)
-------- ---------
Total $ (5,076) $ 1,143
======== =========
7
MATERIAL SCIENCES CORPORATION
FORM 10-Q
For The Quarter Ended May 31, 2001
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------------------------------------------------------------------------
Results of Operations
- ---------------------
RESULTS OF CONTINUING OPERATIONS
- --------------------------------
As a result of the sale of substantially all of the assets of the Company's
Specialty Films segment, including MSC Specialty Films, Inc. ("MSC/SFI"), to
Bekaert Corporation and its affiliates ("Bekaert") in the second quarter of
fiscal 2002, MSC/SFI has been reported as a discontinued operation for the
current and prior periods.
Net sales from continuing operations in the first quarter of fiscal 2002
decreased 10.8% to $98,374 from $110,287 in the same period last year due to
lower sales at Coated Products and Services and Pinole Point Steel, offset by
slightly higher sales at Engineered Materials.
MSC's gross profit margin for the first quarter of fiscal 2002 was 11.1% as
compared with 14.8% in the first quarter of fiscal 2001. The decline in gross
profit margin was partially due to deteriorating selling prices at Pinole Point
Steel that more than offset the decrease in the cost of steel purchased. In
addition, lower capacity utilization, higher utility costs of $1,428 and an
unfavorable product mix contributed to the decrease. This decrease was slightly
offset by a reduction in depreciation expense of $1,392 at Pinole Point Steel
due to changes made to the estimated useful lives of the galvanizing and coil
coating lines, which more accurately reflects the service lives of the assets.
Selling, general and administrative ("SG&A") expenses were 13.3% of net sales in
the first quarter of fiscal 2002 as compared with 11.3% in the same period last
year. The increase in SG&A percentage was mainly due to the decrease in net
sales and severance expense related to employee terminations totaling $688 for
the first quarter of fiscal 2002. For the first quarter of fiscal 2002, income
before income taxes from continuing operations decreased to a loss of $5,076 as
compared with income of $1,143 for the same period last year.
The Company's three remaining principal business segments are Engineered
Materials, Coated Products and Services and Pinole Point Steel. The Engineered
Materials segment includes the laminates and composites product group. This
segment combines layers of metal and other materials designed to meet specific
customer requirements for the automotive, electronics, lighting and appliance
markets. The Coated Products and Services segment includes the coil coating and
electrogalvanizing product groups. This segment provides galvanized and
prepainted products and services primarily to the automotive, building and
construction, appliance and lighting markets. The Pinole Point Steel segment
includes the hot-dip
8
galvanizing product group. This segment provides galvanized and prepainted
product primarily to the building and construction market.
Engineered Materials
During the first quarter of fiscal 2002, sales of Engineered Materials were
$21,782, slightly higher than $21,432 in the first quarter of fiscal 2001 due to
higher shipments of Quiet Steel(R) for automotive dash panels and computer disk
drives, offset by lower sales of disc brake noise dampers and other automotive
materials. Income before income taxes for the first quarter of fiscal 2002 was
$1,954, 32.7% lower than the first quarter of fiscal 2001, mainly due to a less
favorable product mix, a one-time reorganization expense of $360 and a decline
in capacity utilization.
Coated Products and Services
Net sales of Coated Products and Services during the first quarter of fiscal
2002 decreased 5.2% to $45,684 from $48,184 in the same period last year. Income
before income taxes for the first quarter of fiscal 2002 decreased to $1,776, a
51.2% reduction from $3,639 in the same period last year.
Coil coating income before income taxes declined in the first quarter of fiscal
2002 as a result of: lower sales volume to the automotive and building and
construction markets as compared with last year's first quarter; expenses
associated with employee terminations resulting from the Company indefinitely
suspending its oldest and least efficient coil coating line in Elk Grove
Village, Illinois; higher utility costs; and a decline in capacity utilization
from 81 percent for the first quarter of fiscal 2001 to 68 percent for the first
quarter of fiscal 2002. Excess industry capacity, current economic conditions
and escalating energy costs were all factors which led to the decision to
suspend the coil coating line in Elk Grove Village. The Company has shifted its
customer orders to other Company coil coating lines in Elk Grove Village.
Electrogalvanizing income before income taxes grew in the first quarter of
fiscal 2002 mainly due to higher sales volume to the automotive industry as
compared with last year's first quarter. Electrogalvanizing capacity utilization
also increased to 90 percent in the first quarter of fiscal 2002 as compared
with 67 percent in the same period last year.
MSC serves the electrogalvanizing market through its 50% ownership interest in
Walbridge Coatings, a partnership ("Partnership") among subsidiaries of MSC,
Bethlehem Steel Corporation ("BSC") and LTV Corporation ("LTV"). The Partnership
term expires on December 31, 2004. The Partnership also has a long-term toll
processing agreement with ISPAT Inland Inc. (a former partner) which expires on
December 31, 2001.
On December 29, 2000, LTV filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. Sales to LTV through the Partnership were $2,004 in the first
quarter of fiscal 2002. Although the Company believes that LTV's participation
in the Partnership and the Partnership's processing services for LTV are
valuable to the LTV estate, there currently can be no assurance that the LTV
bankruptcy will not result in a disruption of such relationships. As of May 31,
2001, the Partnership is continuing to make shipments to LTV under special
credit arrangements. On March 21, 2001, the bankruptcy court approved debtor in
possession financing for LTV. The Partnership has no pre-petition receivables
outstanding and $793 of
9
post-petition receivables outstanding as of May 31, 2001. MSC Pre Finish Metals
Inc. has $274 of pre-petition receivables outstanding that are fully reserved
and no post-petition receivables outstanding as of May 31, 2001.
Pinole Point Steel
Net sales for Pinole Point Steel declined 22.0% to $32,374 in the first quarter
of fiscal 2002 compared with $41,497 for the same period last year. Pinole Point
Steel's sales continue to be affected by the soft West Coast building and
construction market. Loss before income taxes was $6,264 in the first quarter
compared with $2,120 for the first quarter of fiscal 2001. The decline was due
to deteriorating selling prices that more than offset the decrease in the cost
of steel purchased, lower volume and higher utility costs, partially offset by
lower depreciation charges. Loss before income taxes included an allocation of
consolidated interest expense totaling $2,468 and $2,114 for the first quarter
of fiscal 2002 and 2001, respectively.
Total Other (Income) and Expense, Net and Income Taxes
Total other (income) and expense, net was expense of $2,555 in the first quarter
of fiscal 2002 as compared with $2,272 of expense for the first quarter of
fiscal 2001. Interest expense increased $285 due to higher debt levels. In
addition, Equity in Results of Joint Ventures was a loss of $312 for the first
quarter of this fiscal year as compared with a loss of $293 for the same period
last year. MSC's effective income tax rate for continuing operations was 43.0%
(benefit) in the first quarter of fiscal 2002 as compared with 26.9% (provision)
for the same period last year.
RESULTS OF DISCONTINUED OPERATION
- ---------------------------------
On June 29, 2001, the Company completed the sale of substantially all of the
assets its Specialty Films segment, including MSC/SFI and MSC/SFI's interest in
Innovative Specialty Films, LLC ("ISF"), pursuant to the terms of the Purchase
Agreement by and among MSC, MSC/SFI, Bekaert and N.V. Bekaert S.A., dated June
10, 2001. The Company received cash at closing of $122,137 and expects to record
an after-tax gain of approximately $37,000 to $43,000 in the second quarter of
fiscal 2002. The gain is subject to certain post-closing adjustments to the
purchase price and expenses incurred as a result of the transaction. Net
proceeds after taxes and transaction costs will be approximately $89,000, which
the Company intends to use to primarily reduce long-term debt.
Net sales of MSC/SFI in the first quarter of fiscal 2002 decreased 2.2% to
$16,369 as compared with $16,735 in the same period last year. Higher sales of
solar control window film were offset by lower shipments of coating and
laminating materials. Income from discontinued operation for the first quarter
of fiscal 2002 was $1,243, 31.4% lower than $1,812 in the comparable period of
the prior year. The decrease was due to higher utility costs and lower sales of
sputtered films to the electronics market, resulting in a first quarter loss of
$130 from ISF, the joint venture with Bekaert, as compared with income of $292
in the first quarter of fiscal 2001.
10
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first quarter of fiscal 2002, MSC generated $3,240 of cash from
operating activities as compared with utilizing $4,601 in the first quarter last
year. The increase in cash generation was due mainly to decreases in working
capital as a result of lower receivable and inventory levels and lower variable
compensation payments in the first quarter of fiscal 2002 as compared with the
same period last year, offset by lower net income. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") from continuing operations
decreased to $2,872 for the first quarter of fiscal 2002 as compared with
$10,127 for the same period last year. MSC's capital expenditures during the
first quarter of fiscal 2002 were $1,465 as compared with $4,261 in the same
period last year.
As of May 31, 2001, MSC's total debt increased to $140,888 from $137,465 as of
February 28, 2001. On April 20, 2001, the Company's line of credit agreement was
amended to reduce the committed line of credit of $90,000 to $50,000 and
eliminate the uncommitted $10,000 line of credit outstanding prior to the
amendment. There was $35,200 outstanding under this line of credit as of May 31,
2001. The Company had executed letters of credit totaling $5,315 against these
lines, leaving an available line of credit of $9,485 as of May 31, 2001. The
Company was not in compliance with one financial covenant as of May 31, 2001.
The banks waived the default and amended the line of credit agreement effective
May 31, 2001. On June 21, 2001, the Company's line of credit agreement was
further amended to provide the consent for the sale of MSC/SFI and a reduction
in the committed line of credit from $50,000 to $20,000.
On June 29, 2001, the Company utilized a portion of the proceeds from the
MSC/SFI sale to pay the total amount outstanding under its line of credit of
$42,600. The Company has invested the remaining proceeds from the sale in AAA
securities. The Company is reviewing its alternative uses of the sale proceeds
including further reductions in debt. The Company believes that its cash flow
from operations, proceeds from the sale of MSC/SFI, available financing, other
potential divestitures and cash on hand will be sufficient to fund its working
capital needs, capital expenditures, acquisitions and debt payments.
MSC continues to participate in the implementation of settlements with the
government for the clean-up of various Superfund sites. For additional
information, refer to MSC's Annual Report on Form 10-K for the fiscal year ended
February 28, 2001.
Certain statements contained in this report are forward-looking statements based
on current expectations, forecasts and assumptions. MSC cautions the reader that
the following factors could cause MSC's actual outcomes and results to differ
materially from those stated in the forward-looking statements: successful
development and introduction of new products and technologies; competitive
factors; changes in the business environment, including the automotive, building
and construction and durable goods industries; increases in the prices of raw
and other material inputs used by the Company; adverse changes in government
laws and regulations; environmental risks associated with the Company's
manufacturing operations; and the other factors identified in Part II, Item 7 of
the Company's 2001 Annual Report on Form 10-K, filed with the Securities and
Exchange Commission.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
There has been no material change in the Company's assessment of its sensitivity
to market risk since its presentation set forth in Item 7A, "Quantitative and
Qualitative Disclosures About Market Risk," in its Annual Report on Form 10-K
for the year ended February 28, 2001.
12
MATERIAL SCIENCES CORPORATION
FORM 10-Q
For the Quarter Ended May 31, 2001
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) 4(m) Waiver and Fifth Amendment dated May 31, 2001, by and among
Registrant, Bank of America, N.A., as Agent, and other
financial institutions party thereto.
4(n) Sixth Amendment, Waiver and Consent dated June 21, 2001, by
and among Registrant, Bank of America, N.A., as Agent, and
other financial institutions party thereto.
10(dd) Form of Change in Control Agreement (MSC Executive
Officers).
10(ee) Form of Change in Control Agreement (Subsidiary Executive
Officers).
(b) Reports on Form 8-K
-------------------
On July 8, 2001, the Company filed a current report on Form
8-K, pursuant to Item 2, to indicate that it had completed
the sale of substantially all of the assets of its Specialty
Films segment to Bekaert Corporation and its affiliates. The
Company filed, with the Form 8-K, the Purchase Agreement
dated June 10, 2001, the press release related to the sale,
the Company's Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of February 28, 2001 and the Company's
Unaudited Pro Forma Condensed Consolidated Statements of
Income (Loss) for the years ended February 28, 2001,
February 29, 2000 and February 28, 1999.
13
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, in Elk Grove Village, State of Illinois,
on the 12th day of July, 2001.
MATERIAL SCIENCES CORPORATION
By: /s/ Gerald G. Nadig
-------------------------------
Gerald G. Nadig
Chairman, President
and Chief Executive Officer
By: /s/ James J. Waclawik, Sr.
--------------------------------
James J. Waclawik, Sr.
Vice President,
Chief Financial Officer
and Secretary
14
MATERIAL SCIENCES CORPORATION
Quarterly Report on Form 10-Q
Index to Exhibits
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(m) Waiver and Fifth Amendment dated May 31, 2001, by and among
Registrant, Bank of America, N.A., as Agent, and other
financial institutions party thereto.
4(n) Sixth Amendment, Waiver and Consent dated June 21, 2001, by
and among Registrant, Bank of America, N.A., as Agent, and
other financial institutions party thereto.
10(dd) Form of Change in Control Agreement (MSC Executive Officers).
10(ee) Form of Change in Control Agreement (Subsidiary Executive
Officers).
15