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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 December 31, 1999
[ ] 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
UNIFAB International, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 72-1382998
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(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification No.)
5007 Port Road
New Iberia, LA 70562
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(Address of principal executive offices) (Zip Code)
(318) 367-8291
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(Registrant's telephone number, including area code)
Not applicable
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(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 ---- 6,773,007 shares outstanding as of February
11, 2000.
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UNIFAB INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Condensed Consolidated Balance Sheets-- December 31, 1999 and
March 31, 1999.............................................................. 1
Condensed Consolidated Statements of Operations-- Three Months
Ended December 31, 1999 and 1998; Nine Months Ended
December 31, 1999 and 1998.................................................. 2
Condensed Consolidated Statements of Cash Flows -- Nine Months
Ended December 31, 1999 and 1998............................................ 3
Notes to Condensed Consolidated Financial Statements -- December
31, 1999.................................................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................... 7
PART II. OTHER INFORMATION
Item 5. Other Information............................................................. 10
Item 6. Exhibits and Reports on Form 8-K.............................................. 10
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UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
DECEMBER 31 MARCH 31
1999 1999
----------- -----------
(UNAUDITED) (NOTE 2)
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 1,731 $ 1,125
Accounts receivable 17,980 22,997
Costs and estimated earnings in excess of billings on uncompleted contracts 1,505 4,388
Prepaid expenses and other assets 5,153 4,060
----------- -----------
Total current assets 26,369 32,570
Property, plant and equipment, net 29,537 23,259
Cost in excess of net assets acquired, net 15,530 10,234
Other assets 4,666 3,958
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Total assets $ 76,102 $ 70,021
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
Accounts payable $ 3,383 $ 4,075
Billings in excess of costs and estimated earnings on uncompleted contracts 588 4,853
Accrued liabilities 3,448 1,661
Notes payable 2,169 10,972
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Total current liabilities 9,588 21,561
Deferred income taxes 1,286 2,286
Noncurrent notes payable 19,337 6,607
Shareholders' equity:
Common stock, $0.01 par value, 20,000,000 shares authorized, 6,773,007 and 6,020,736
shares outstanding 68 60
Additional paid-in capital 35,070 28,542
Retained earnings 10,715 10,923
Currency translation adjustment 38 42
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Total shareholders' equity 45,891 39,567
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Total liabilities and shareholders' equity $ 76,102 $ 70,021
=========== ===========
See accompanying notes.
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UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31 NINE MONTHS ENDED DECEMBER 31
------------------------------------ ------------------------------------
1999 1998 1999 1998
---------------- ---------------- ---------------- ----------------
(In thousands, except per share data)
Revenue $ 18,051 $ 23,474 $ 55,817 $ 86,478
Cost of revenue 16,340 18,527 48,942 68,871
---------------- ---------------- ---------------- ----------------
Gross profit 1,711 4,947 6,875 17,607
Selling, general and administrative
expense 1,936 2,046 6,141 6,934
---------------- ---------------- ---------------- ----------------
Income/(loss) from operations (225) 2,901 734 10,673
Other income (expense):
Interest expense (333) (235) (908) (656)
Interest income 12 12 63 162
Other income (expense) -- (45) -- (329)
---------------- ---------------- ---------------- ----------------
Income before income taxes (546) 2,633 (111) 9,850
Income tax provisions (148) 956 97 2,797
---------------- ---------------- ---------------- ----------------
Net income (loss) $ (398) $ 1,677 $ (208) $ 7,053
================ ================ ================ ================
Basic and diluted earnings (loss) per $ (0.06) $ 0.28 $ (0.03) $ 1.18
share ================ ================ ================ ================
Basic and diluted earnings (loss) per
share weighted average shares 6,773 5,975 6,697 5,948
================ ================ ================ ================
Pro forma data:
Income before income taxes, as
reported above $ 9,850
Pro forma provision for income taxes 3,178
----------------
Pro forma net income $ 6,672
================
Pro forma basic and diluted earnings
per share $ 1.12
================
See accompanying notes.
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UNIFAB INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31
-----------------------------
1999 1998
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(IN THOUSANDS)
Net cash provided by operating activities $ 479 $ (3,074)
Investing activities:
Net cash acquired in acquisition of businesses 233 528
Advance under secured note receivable -- (2,000)
Purchases of equipment (5,144) (9,300)
------------ ------------
(4,911) (10,772)
Financing activities:
Net change in borrowings under revolving credit facility 2,929 2,241
Proceeds from noncurrent note payable 10,000 7,000
Payments on noncurrent notes payable (7,891) (1,677)
Distribution to dissenting shareholder -- (360)
Exercise of stock options -- 123
------------ ------------
5,038 7,327
Net decrease in cash and cash equivalents for Allen Tank for the
12-week period ended March 31, 1998 -- (120)
------------ ------------
Net change in cash and cash equivalents 606 (6,639)
Cash and cash equivalents at beginning of period 1,125 8,482
------------ ------------
Cash and cash equivalents at end of period $ 1,731 $ 1,843
============ ============
See accompanying notes.
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UNIFAB INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. DESCRIPTION OF BUSINESS
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, and 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 in 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 Wimbledon, 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
December 31, 1999, 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 financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation have been
included. Operating results for the nine-month periods ended December 31, 1999
are not necessarily indicative of the results that may be expected for the
fiscal year ending March 31, 2000.
The amounts reported for the nine month period ended December 31, l998 have
been restated to reflect a revised calculation of the effects of the Allen Tank,
Inc. pooling of interests, described below. The change from the amounts
previously reported was to increase revenue, net income and earnings per share
for the nine month period ended December 31, l998 by $2,746,000, $539,000 and
$0.08, respectively.
These financial statements should be read in conjunction with the financial
statements and footnotes
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thereto for the year ended March 31, 1999 included in the Company's Annual
Report on Form 10-K.
3. MERGERS & ACQUISITIONS
On July 24, 1998 the Company acquired all of the outstanding common stock
of Allen Tank, Inc. ("Allen Tank") for 819,000 shares of UNIFAB International,
Inc. common stock, plus $1.2 million in cash and notes paid to a dissenting
shareholder. The business combination was accounted for as a
pooling-of-interests, and accordingly, the consolidated financial statements for
periods prior to the combination have been restated to include the accounts and
results of operations of Allen Tank. Operating results prior to the combination
of the separate companies and the combined amounts presented in the consolidated
condensed financial statements are summarized below:
Nine Months
Ended
December 31,
1998
-----------
Revenues:
UNIFAB $ 52,654
-----------
Allen Tank 33,824
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Combined $ 86,478
===========
Net Income:
UNIFAB $ 3,523
-----------
Allen Tank 3,530
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Combined $ 7,053
===========
On April 29, 1999, the Company completed its acquisition of Oil Barges,
Inc. ("OBI") and equipment and machinery from Southern Rentals, LLC, an
affiliate of OBI. The purchase price was approximately $7.2 million paid through
the issuance of approximately 700,000 shares of UNIFAB International, Inc.
common stock. OBI recognized revenue and pretax income of $28.0 million and $1.2
million, respectively, for the year ended December 31, l998. Prior to the
acquisition, the Company advanced $2.0 million to OBI for working capital needs
under the terms of a secured credit agreement, secured by substantially all
assets of OBI. At March 31, l999, the outstanding balance was $2.0 million and
was included in noncurrent assets. OBI operates as a wholly owned subsidiary of
UNIFAB International, Inc. The business combination has been accounted for under
the purchase method of accounting.
4. CREDIT ARRANGEMENT
On November 30, l999, the Company entered into a Secured Senior Credit
Facility Agreement with a syndicated group of financial institutions (the Bank
Group) for $40 million in total credit facilities (the Secured Senior Credit
Facility). Under the terms of the facility, the Company can borrow up to $30.0
million for general corporate purposes under a revolving credit facility. Up to
$17.5 million is available under the revolving facility for standby letters of
credit. Additionally, the Secured Senior Credit Facility provides for $10.0
million under a term loan facility with monthly principal payments of $167,000,
plus interest, beginning December 1999. Borrowings under the Secured Senior
Credit Facility bear interest at the prime lending rate established by the banks
or LIBOR, at the Company's option, plus a variable interest margin determined
based on the ratio of the total funded indebtedness to EBITDA, as defined in the
Secured Senior Credit Facility Agreement. At December 31, 1999, the applicable
borrowing rates, including the margin, were 9.75% and 9.5%, respectively. The
fee for issued letters of credit is 2% per annum on the principle amount of
letters of credit issued for performance or payment, or 3% per annum on the
principle amount if the letter of credit is a financial letter of credit. The
unused commitment fee is
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1/2 of 1% per annum. The letter of credit fees and unused commitment fees are
variable based on the funded indebtedness to EBITDA ratio described above. The
revolving portion of the Secured Senior Credit Facility matures November 2002
and the term portion matures November 2004.
At December 31, 1999, the Company was not in compliance with certain
financial covenants in the Secured Senior Credit Facility. The Company exceeded
the maximum Funded Indebtedness to EBITDA ratio covenant and did not meet the
minimum fixed charge coverage ratio covenant, as defined in the agreement. At
the request of the Company, the Bank Group has executed a waiver for these
financial covenants for the period ended December 31, 1999. The Company expects
to execute an amendment to the Secured Senior Credit Facility prior to March 31,
2000, which will revise these financial covenants and cure the default. As a
result, the outstanding indebtedness under the Secured Credit Facility has been
classified noncurrent in the December 31, 1999 balance sheet.
At December 31, l999, the Company had $11.4 million in borrowings and $4.6
million in letters of credit outstanding under the revolving credit facility and
$9.8 million outstanding under the term loan facility.
5. PRO FORMA EARNINGS PER SHARE
Pro forma earnings per share for the nine month period ended December 31,
1998 include the pro forma effect for the application of federal and state
income taxes on the earnings of Allen Tank, Inc. as if it had always been a C
corporation. Prior to the merger with the Company, Allen Tank, Inc. had operated
as an S Corporation. Allen Tank, Inc. elected to terminate its S Corporation
status on the date of the merger and as a result became subject to corporate
level income taxation. The basic and diluted earnings per share calculations
include shares issued in the Allen Tank merger, giving effect to the issuance at
the beginning of the periods presented.
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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 Annual Report on Form
10-K.
RESULTS OF OPERATIONS
Revenue for the three months ended December 31, 1999 decreased 23% to $18.1
million from $23.5 for the three months ended December 31, 1998. For the
nine-month periods ended December 31, 1999 and l998, revenue was $55.8 million
and $86.5 million, respectively. The decrease is primarily due to the general
reduction in demand for the Company's structural and process equipment
fabrication services brought on by reduced expenditures by oil and gas
companies. At December 31, 1999 backlog was approximately $18.4 million.
Cost of revenue for the three months ended December 31, 1999 decreased 12%
or $2.2 million to $16.3 million from $18.5 million in the three months ended
December 31, 1998. For the nine-month period ended December 31, 1999, cost of
revenue of $48.9 million was $19.9 million or 29% lower than for the same period
in 1998. 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 projects (such as
supervisory labor, utilities, welding supplies and equipment costs). These costs
increased in the December quarter as a percentage of revenues to 90.5% in l999
from 78.9% in 1998, and to 87.7% for the nine months ended December 31, l999
from 79.6% for the same period in l998. The increase in costs as a percentage of
revenues reflects reduced margins for all services from the same period last
year caused by the decreased demand noted above and the increased competition
for the projects being awarded. This lower level of activity has resulted in a
reduced number of man hours worked at the Company's main fabrication facilities,
thereby reducing profits available to cover the fixed overhead of those
facilities.
Gross profit for the three and nine months ended December 31, 1999
decreased to $1.7 million and $6.9 million, respectively, from $4.9 million and
$17.6 for the corresponding periods in 1998. The decreased profit is mainly due
to reduced margins for all services, resulting from the increased competition
for projects and lower activity levels noted above.
Selling, general and administrative expense decreased to $1.9 million in
the three months ended December 31, 1999 from $2.0 million in the same period in
1998, and to $6.1 million in the nine months ended December 31, 1999 from $6.9
million in the same period in 1998. This decrease is mainly due to the savings
resulting from consolidation of administrative functions and facilities,
including elimination of certain duplicative administrative positions.
Other income (expense) includes interest income and expense, which
fluctuate with the weighted average amount of funds invested or borrowed over
the period. Other expense for the nine months ended December 31, 1998 also
includes approximately $275,000 in costs associated with the acquisition of
Allen Tank, Inc. on July 24, 1998, which was accounted for as a pooling of
interests.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded its business activities through funds
generated from operations, short-term borrowings on its credit facilities for
working capital needs and individual financing arrangements for equipment,
facilities improvements, insurance premiums, and long-term needs. The Company's
available funds and $5.5 million generated from operations and financing
activities together funded investing activities of $4.9 million during the nine
months ended December 31, 1999. Investing
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activities consisted mainly of capital expenditures, including continued
development of the Company's deep-water fabrication and drilling
rig-refurbishing facility in Lake Charles, Louisiana.
The Company's deep-water fabrication and drilling rig-refurbishing facility
is located on property leased from the Lake Charles Harbor and Terminal
District. The Company estimates that the facility will be completed in April
2000. Under the terms of the lease, the Company is committed to fund capital
expenditures totaling $8.0 million to develop the facility and acquire equipment
necessary for operations. Through December 31, l999 the Company has funded
approximately $3.7 million toward the development of this facility. The Company
expects to fund the remaining commitment for these capital expenditures through
additional borrowings and funds generated from operations.
On November 30, l999, the Company entered into a Secured Senior Credit
Facility Agreement with a syndicated group of financial institutions (the Bank
Group) for $40 million in total credit facilities (the Secured Senior Credit
Facility). Under the terms of the facility, the Company can borrow up to $30.0
million for general corporate purposes under a revolving credit facility. Up to
$17.5 million is available under the revolving facility for standby letters of
credit. Additionally, the Secured Senior Credit Facility provides for $10.0
million under a term loan facility with monthly principal payments of $167,000,
plus interest, beginning December 1999. Borrowings under the Secured Senior
Credit Facility bear interest at the prime lending rate established by the banks
or LIBOR, at the Company's option, plus a variable interest margin determined
based on the ratio of the total funded indebtedness to EBITDA, as defined in the
Secured Senior Credit Facility Agreement. At December 31, 1999, the applicable
borrowing rates, including the margin, were 9.75% and 9.5%, respectively. The
fee for issued letters of credit is 2% per annum on the principle amount of
letters of credit issued for performance or payment, or 3% per annum on the
principle amount if the letter of credit is a financial letter of credit. The
unused commitment fee is 1/2 of 1% per annum. The letter of credit fees and
unused commitment fees are variable based on the funded indebtedness to EBITDA
ratio described above. The revolving portion of the Secured Senior Credit
Facility matures November 2002 and the term portion matures November 2004.
At December 31, 1999, the Company was not in compliance with certain
financial covenants in the Secured Senior Credit Facility. The Company exceeded
the maximum Funded Indebtedness to EBITDA ratio covenant and did not meet the
minimum fixed charge coverage ratio covenant, as defined in the agreement. At
the request of the Company, the Bank Group has executed a waiver for these
financial covenants for the period ended December 31, 1999. The Company expects
to execute an amendment to the Secured Senior Credit Facility prior to March 31,
2000, which will revise these financial covenants and cure the default. As a
result, the outstanding indebtedness under the Secured Credit Facility has been
classified noncurrent in the December 31, 1999 balance sheet.
At December 31, l999, the Company had $11.4 million in borrowings and $4.6
million in letters of credit outstanding under the revolving credit facility and
$9.8 million outstanding under the term loan facility.
Management believes that its available funds, cash generated by operating
activities and funds available under the Secured Senior Credit Facility
described above will be sufficient to fund planned capital expenditures, future
acquisitions, scheduled payments under the term loan facility and other
commitments, and its working capital needs for the next 12 months. In the normal
course of business, the Company evaluates its capital structure in light of
alternatives available to it. Additionally, any expansion of the Company's
operations through future acquisitions may require equity or debt financing.
IMPACT OF THE YEAR 2000
Year 2000 issues result from the past practice in the computer industry of
using two digits rather than four when coding the year portion of a date. This
practice can create breakdowns or erroneous results when computers and
processors embedded in other equipment perform operations involving dates later
than December 31, l999. The Company makes use of computers in its gathering,
manipulating,
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calculating and reporting of accounting, financial, administrative, and
management information. Computers are also utilized in communication within the
organization and with customers and vendors as an efficient method of
transferring documents and information. Year 2000 issues could result in a
system failure or miscalculations causing disruptions of operations, including
among other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities.
The Company has assessed and continues to assess the year 2000 compliance
of its information technology systems and has purchased and installed software
and hardware that it believes will be adequate to upgrade all of these systems
to Year 2000 compliance. The Company has also surveyed its significant
non-information technology equipment for Year 2000 issues. While several of
these items of equipment are significant to the Company's operations (such as
automated welding and cutting equipment), none of the automated functions of
this equipment are date sensitive. The Company believes the equipment will not
require replacement or modification for Year 2000 compliance.
The Company believes it has taken prudent, appropriate measures to assess
its internal systems and to prepare them for Year 2000 issues. While the Company
intends to continue to monitor Year 2000 issues, it experienced no significant
problems from them and does not expect to incur significant additional expense
caused by Year 2000 issues.
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 10K for the year ended March 31, l999. No material changes have
occurred since March 31, l999.
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PART II
ITEM 5. OTHER INFORMATION
On February 14, 2000 the Company announced its third quarter fiscal 2000
operating results and related matters. 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
27.1 Financial Data Schedule
99.1 Press release issued by the Company on
February 14, 2000 announcing its operating
results and related matters for the third
quarter fiscal year ending March 31, 2000.
(b) The Company filed no reports on Form 8-K during the quarter for which
this report is filed.
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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 February 14, 2000 /s/ Peter J. Roman
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Peter J. Roman
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBIT
Number Description
- ------ -----------
27.1 Financial Data Schedule
99.1 Press release issued by the Company on February 14, 2000
announcing its operating results and related matters for the
third quarter fiscal year ending March 31, 2000.