-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWM9579LWVcA5TuTqBM4pt9y9j2DGU/CtgEdKl0jKLx3H0fNJ/w242pet4qdVAI5 1L6QK3aEC2UpTl+g0PPfSA== 0001171520-07-000199.txt : 20070510 0001171520-07-000199.hdr.sgml : 20070510 20070510144312 ACCESSION NUMBER: 0001171520-07-000199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BILTRITE INC CENTRAL INDEX KEY: 0000004611 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 041701350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04773 FILM NUMBER: 07836968 BUSINESS ADDRESS: STREET 1: 57 RIVER STREET STREET 2: SUITE 302 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 BUSINESS PHONE: 6172376655 MAIL ADDRESS: STREET 1: 57 RIVER STREET STREET 2: SUITE 302 CITY: WELLESLEY HILLS STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BILTRITE RUBBER CO INC DATE OF NAME CHANGE: 19730621 8-K 1 eps2488.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2007 - -------------------------------------------------------------------------------- AMERICAN BILTRITE INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-4773 04-1701350 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 57 River Street, Wellesley Hills, Massachusetts 02481-2097 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (781) 237-6655 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On May 9, 2007, American Biltrite Inc., a Delaware corporation, issued a press release announcing its financial results for the three months ended March 31, 2007. A copy of that press release is being furnished to the Securities and Exchange Commission pursuant to this Item 2.02 of Form 8-K and is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits - -------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Press release dated May 9, 2007 - -------------------------------------------------------------------------------- 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 hereunto duly authorized. Date: May 10, 2007 AMERICAN BILTRITE INC. By: /s/ Howard N. Feist III ------------------------------- Name: Howard N. Feist III Title: Chief Financial Officer Exhibit Index - -------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Press release dated May 9, 2007 - -------------------------------------------------------------------------------- EX-99.1 2 ex99-1.txt EXHIBIT 99.1 For Further Information: Howard N. Feist Chief Financial Officer (781) 237-6655 AMERICAN BILTRITE REPORTS FIRST QUARTER RESULTS WELLESLEY HILLS, MA, MAY 9, 2007 - American Biltrite Inc. (AMEX:ABL) reported today its results for the first quarter of 2007. Net sales for the three months ended March 31, 2007 were $100.0 million, compared with $111.7 million in the first quarter of 2006. The net loss for the three months ended March 31, 2007 was $741 thousand or $0.22 per share (basic and diluted) compared with net income of $486 thousand or $0.14 per share (basic and diluted) in the first quarter of 2006. Roger S. Marcus, Chairman of the Board, commented "Sales in the first quarter of 2007 were below year earlier levels for several reasons. The largest contributing factor was a $6.7 million decrease in Congoleum's flooring sales to the manufactured housing industry, which had experienced strong demand in the first quarter of 2006 following the severe 2005 hurricane season. In addition, the current weakness in the housing industry has reduced demand for products used in both new construction and remodel applications, markets served by our flooring, tape, and Canadian businesses. Sales in our jewelry business continue to be impacted by the department store consolidations that took place in mid-2006." Mr. Marcus continued, "In response to these market conditions, we have taken steps across all our operations to reduce costs and improve efficiency. These actions helped mitigate the loss caused by the first quarter sales decline and are expected to benefit our results during the remainder of 2007." Warning regarding forward looking statements 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 forward-looking statements are based on American Biltrite's expectations, as of the date of this release, of future events. American Biltrite undertakes no obligation to update any of these forward looking statements. Although American Biltrite believes that its expectations are based on reasonable assumptions, within the bounds of its knowledge of its business and experience, there can be no assurance that actual results will not differ materially from expectations. Readers are cautioned not to place undue reliance on any forward-looking statements. 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 asbestos-related claims, including insurance coverage and reimbursement for asbestos claimants under any Congoleum plan of reorganization, which certain insurers have objected to in bankruptcy court and are litigating in New Jersey state court; (iii) the costs relating to the execution and implementation of any Congoleum plan of reorganization; (iv) timely reaching agreement with other creditors, or classes of creditors, that exist or may emerge; (v) satisfaction of the conditions and obligations under the Company's and Congoleum's outstanding debt instruments, and amendment or waiver of those outstanding debt instruments, as necessary, to permit Congoleum and the Company to satisfy their obligations under Congoleum's plan of reorganization and to make certain financial covenants in those debt instruments less restrictive; (vi) the extent to which American Biltrite's equity interest in Congoleum is diluted or otherwise reduced in connection with any plan of reorganization; (vii) the response from time-to-time of the Company's and Congoleum's lenders, customers, suppliers, holders of Congoleum's Senior Notes and other creditors and constituencies to the Chapter 11 process and related developments arising from the strategy to resolve asbestos liability; (viii) 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; (ix) timely obtaining sufficient creditor and court approval (including the results of any relevant appeals) of any reorganization plan and the court overruling any objections to that reorganization plan that may be filed; (x) developments in, costs associated with and the outcome of insurance coverage litigation pending in New Jersey state court involving Congoleum and certain insurers; (xi) the extent to which Congoleum is able to obtain reimbursement for costs it incurs in connection with the insurance coverage litigation pending in New Jersey state court; (xii) compliance with the United States Bankruptcy Code, including section 524(g); (xiii) the impact any adopted federal legislation addressing asbestos personal injury claims may have on the Company's or Congoleum's businesses, results of operations or financial conditions; (xiv) the future cost and timing of payments associated with and availability of insurance coverage for environmental and non-asbestos related product and general liability claims; (xv) increases in raw material prices; (xvi) increased competitive activity from competitors, some of which have greater resources and broader distribution channels; (xvii) unfavorable developments in various markets for the Company's or its subsidiaries' products or in the national economy in general, (xviii) shipment delays, depletion of inventory and increased production costs resulting from unforeseen disruptions of operations at any of the Company's or its subsidiaries' facilities or distributors; (xix) the incurrence of product warranty costs; and (xx) changes in customers for the Company's or its subsidiaries' products. In addition, in view of American Biltrite's relationships with Congoleum, American Biltrite will be affected by Congoleum's negotiations regarding, and its pursuit of, a plan of reorganization, and there can be no assurance as to what that impact, positive or negative, might be. In any event, the failure of Congoleum to obtain confirmation and consummation of a plan of reorganization would have a material adverse effect on Congoleum's business, results of operations or financial condition and could have a material adverse effect on American Biltrite's business, results of operations or financial condition. Actual results could differ significantly as a result of these and other factors discussed in American Biltrite's Annual Report on Form 10-K for the year ended December 31, 2006 and its subsequent filings with the Securities and Exchange Commission. AMERICAN BILTRITE INC. RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 ($000, except per share amounts) Three Months Ended March 31, 2007 2006 ----------- ----------- (Unaudited) Net sales $ 100,031 $ 111,721 Cost of products sold 74,195 83,364 Selling, general & administrative expenses 23,254 24,390 ----------- ----------- Income from operations 2,582 3,967 Interest & other expense, net 3,440 3,156 (Benefit from) provision for income taxes (122) 247 Noncontrolling interests (5) (16) ----------- ----------- (Loss) income from continuing operations (741) 548 Discontinued operation -- (62) ----------- ----------- Net (loss) income $ (741) $ 486 =========== =========== Basic (loss) earnings per share: (Loss) income per common share from continuing operations $ (0.22) $ 0.16 Discontinued operation -- (0.02) ----------- ----------- Net (loss) earnings per share $ (0.22) $ 0.14 =========== =========== Diluted (loss) earnings per share: (Loss) income per common share from continuing operations $ (0.22) $ 0.16 Discontinued operation -- (0.02) ----------- ----------- Net (loss) earnings per share $ (0.22) $ 0.14 =========== =========== Weighted average number of common and equivalent shares outstanding Basic 3,441,551 3,441,551 Diluted 3,441,551 3,468,537 AMERICAN BILTRITE INC. RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 BY SEGMENT ($000) Three Months Ended March 31, 2007 2006 --------- --------- (Unaudited) Revenues from external customers Flooring products $ 49,315 $ 57,237 Tape products 24,118 26,123 Jewelry 13,590 15,084 Canadian division 13,008 13,277 --------- --------- Total revenues from external customers $ 100,031 $ 111,721 ========= ========= Segment (loss) profit before taxes Flooring products $ (351) $ 262 Tape products (421) 151 Jewelry (238) 171 Canadian division 87 260 Corporate items 65 (33) --------- --------- Total (loss) profit $ (858) $ 811 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----