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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-5485
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VISKASE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2677354
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Willowbrook Centre Parkway, Willowbrook, IL 60527
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 789-4900
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. Yes X No
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As of March 28, 2002 the aggregate market value of the voting stock held
by non-affiliates of the registrant was $469,859.
As of March 28, 2002, there were 15,317,112 shares outstanding of the
registrant's Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III is incorporated by reference from
the registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the
fiscal year covered by this report.
VISKASE COMPANIES, INC.
Form 10-K Annual Report - 2001
Table of Contents
PART I Page
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of
Financial Condition, Results of Operations 10
Item 7a. Quantitative and Qualitative Disclosures
about Market Risk 17
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 17
PART III
Item 10. Directors and Executive Officers of the Registrant 18
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners
and Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 19
PART I
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ITEM 1. BUSINESS
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(a) General development of business:
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General
Viskase Companies, Inc. (formerly Envirodyne Industries, Inc.) is a Delaware
corporation organized in 1970. As used herein, the "Company" means Viskase
Companies, Inc. and its subsidiaries. The Company, through Viskase
Corporation (Viskase), operates in the casing product segment of the food
industry. Viskase is a major producer of cellulosic and plastic casings used
in preparing and packaging processed meat products. The market positions of
the Company's subsidiaries set forth in this Form 10-K represent management's
belief based upon internally generated information. No independent marketing
information has been used to confirm the stated market positions.
In recent years, the Company has sold certain of its operations in order to
reduce indebtedness and increase its operational focus. As a result of these
efforts, the Company sold its wholly owned subsidiary Sandusky Plastics, Inc.
(Sandusky) in June 1998, its wholly owned subsidiary Clear Shield National,
Inc. (Clear Shield) in July 1998 and its plastic barrier and non-barrier
shrink film business (Films Business) in August 2000. These divestitures
have left the cellulosic and plastics casings business as the Company's
primary operating activity. In addition, during this period the Company has
announced a series of restructuring measures to reduce the fixed cost
structure of its remaining business and to address competitive price
pressures and increases in various production costs in the Company's
business.
(b) Financial information about industry segments:
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Reference is made to Part IV, Item 14, Note 24 of Notes to Consolidated
Financial Statements.
(c) Description of business
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General
Viskase invented the basic process for producing casings from regenerated
cellulose for commercial production in 1925. Management believes that Viskase
has been a leading worldwide producer of cellulosic casings since that time.
CASINGS
Cellulosic Casings
Cellulosic casings are used in the production of processed meat and poultry
products, such as hot dogs, salami and bologna. To manufacture these
products, meat is stuffed into a casing, which is then cooked and smoked. The
casings, which are non-edible, serve to hold the shape of the product during
these processes. For certain products, such as hot dogs, the casings are
removed and discarded prior to retail sale. Casings made of regenerated
cellulose were developed by Viskase to replace casings made of animal
intestines. Cellulosic casings generally afford greater uniformity, lower
cost and greater reliability of supply and also provide producers with the
ability to cook and smoke products in the casing. Cellulosic casings are
required for the high-speed production of many processed meats.
The production of regenerated cellulose casings generally involves four
principal steps: (i) production of a viscose slurry from wood pulp, (ii)
regeneration of cellulosic fibers, (iii) extrusion of a continuous tube
during the regeneration process, and (iv) "shirring" of the final product.
Shirring is a finishing process that involves pleating and compressing the
casing in tubular form for subsequent use in high-speed stuffing machines.
The production of regenerated cellulose casings involves a complex and
continuous series of chemical and manufacturing processes, and Viskase
believes that its facilities and expertise in the manufacture of extruded
cellulose are important factors in maintaining its product quality and
operating efficiencies.
Viskase's product line includes NOJAX(r) cellulosic casings for small-
diameter processed meat products, such as hot dogs, Precision(r) and
Zephyr(r) for large diameter processed meats and ham products, fibrous or
large-diameter casings, which are paper-reinforced cellulosic casings used in
the production of large-diameter sausages, salami, hams and other processed
meat products, and Visflex(tm) plastic casing used for a wide range of
processed meat, poultry and cheese applications.
International Operations
Viskase has four manufacturing and/or finishing facilities located outside
the continental United States, in Beauvais, France; Thaon, France; Guarulhos,
Brazil and Caronno, Italy.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 56% of Viskase's total net sales.
International sales and operations may be subject to various risks including,
but not limited to, possible unfavorable exchange rate fluctuations,
political instability, governmental regulations (including import and export
controls), restrictions on currency repatriation, embargoes, labor relations
laws and the possibility of governmental expropriation. Viskase's foreign
operations generally are subject to taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties that may raise the possibility
of delay or loss in the collection of accounts receivable from sales to
customers in those countries. Viskase believes its allowance for doubtful
accounts makes adequate provision for the collectibility of receivables.
Management believes that growth potential exists for many of Viskase's
products outside the United States and that Viskase is well positioned to
participate in these markets. While overall consumption of processed meat
products in North America and Western Europe is stable, there is a potential
for market growth in Eastern Europe, Latin America and Southeast Asia.
Sales and Distribution
Viskase has a broad base of customers, with no single customer accounting for
more than 6% of sales. Viskase sells its products in virtually every country
in the world. In the United States, Viskase has a staff of technical sales
teams responsible for sales to processed meat and poultry producers.
Approximately 70 distributors market Viskase products to customers in Europe,
Africa, the Middle East, Asia, and Latin America. Its products are marketed
through its own subsidiaries in France, Germany, Italy, Poland, Brazil, and
Canada. As of December 31, 2001 and 2000, Viskase had backlog orders of
approximately $20 million and $26 million, respectively.
Viskase maintains ten service and distribution centers worldwide. The service
centers perform limited product finishing and provide sales, customer
service, warehousing and distribution. Distribution centers provide only
warehousing and distribution.
In North America, Viskase operates distribution centers in Atlanta, Georgia;
Buffalo, New York; Fresno, California; Remington, Indiana; Saskatoon,
Saskatchewan, Canada and Lindsay, Ontario, Canada. Viskase operates a service
center in Guarulhos, Brazil, and in Europe, Viskase operates a service center
in Caronno, Italy and distribution centers in Pulheim, Germany and Warsaw,
Poland.
Competition
Viskase is one of the world's leading producers of cellulosic casings.
Viskase seeks to maintain a competitive advantage by manufacturing products
having outstanding quality and superior performance characteristics over
competitive products, by responding quickly to customer product requirements,
by providing technical support services to its customers for production and
formulation opportunities and by producing niche products to fill individual
customer requirements. During the previous five years, Viskase has
experienced reduced market share and reduced profits due to intense price
competition.
Viskase's principal competitors in cellulosic casings are Teepak LLC, located
in the United States with plants in the United States and Belgium; Viscofan,
S.A., located in Spain, Germany, Brazil, Czech Republic and the United
States; Kalle Nalo GmbH, located in Germany; Case Tech, a wholly owned
subsidiary of Bayer AG, located in Germany; Oy Visko AB located in Finland;
KoSa, located in Mexico and the United States and two Japanese manufacturers,
Meatlonn and Toho.
Viskase's primary competitors include several major corporations that are
larger and better capitalized than Viskase.
Research and Development; Customer Support
Viskase's continuing emphasis on research and development is central to its
ability to maintain industry leadership. In particular, Viskase focuses on
the development of new products that increase customers' operating
efficiencies, reduce their operating costs and expand their markets.
Viskase's projects include development of new processes and products to
improve its manufacturing efficiencies. Viskase's research scientists,
engineers and technicians are engaged in continuing product and equipment
development and also provide direct technical and educational support to its
customers.
Viskase believes it has achieved and maintained its position as a leading
producer of cellulosic casings for packaging meats through significant
expenditures on research and development. The Company expects to continue its
research and development efforts. The commercialization of certain of these
product and process applications and related capital expenditures to achieve
commercialization may require substantial financial commitments in future
periods. Research and development costs from continuing operations are
expensed as incurred and totaled $4,837 thousand, $5,474 thousand, and $4,211
thousand for 2001, 2000, and 1999, respectively.
Seasonality
Historically, domestic sales and profits of Viskase have been seasonal in
nature, increasing in the spring and summer months. Sales outside of the
United States follow a relatively stable pattern throughout the year.
Raw Materials
Raw materials used by Viskase include cellulose (from wood pulp), specialty
fibrous paper, and various other chemicals. Viskase generally purchases its
raw materials from a single source or small number of suppliers with whom it
maintains good relations. Certain primary and alternative sources of supply
are located outside the United States. Viskase believes, but there can be no
assurance, that adequate alternative sources of supply currently exist for
all of Viskase's raw materials or that raw material substitutes are
available, which Viskase could modify its processes to utilize.
Employees
The Company maintains productive and amicable relationships with its
approximately 1,400 employees worldwide. One of Viskase's domestic plants,
located in Loudon, Tennessee, is unionized, and all of its European plants
have unions. Employees at the Company's European plants are unionized with
negotiations occurring at both local and national levels. Based on past
experience and current conditions, the Company does not expect a protracted
work stoppage to occur stemming from union activities; however, national
events outside of the Company's control may give rise to such risk. Unions
represent a total of approximately 525 of Viskase's 1,400 employees.
Trademarks and Patents
Viskase holds patents on many of its major technologies, including those used
in its manufacturing processes and the technology embodied in products sold
to its customers. The Company believes its ongoing market leadership benefits
from its technology, Viskase vigorously protects and defends its patents
against infringement by competitors on an international basis. As part of its
research and development program, Viskase has developed and expects to
continue to develop new proprietary technology and has licensed proprietary
technology from third parties. Management believes these activities will
enable Viskase to maintain its competitive position. Viskase also owns
numerous trademarks and registered trade names that are used actively in
marketing its products. Viskase periodically licenses its process and product
patents to competitors on a royalty basis.
Environmental Regulations
In manufacturing its products, the Company employs certain hazardous
chemicals and generates toxic and hazardous wastes. The use of these
chemicals and the disposal of such waste are subject to stringent regulation
by several governmental entities, including the United States Environmental
Protection Agency (USEPA) and similar state, local and foreign environmental
control entities. The Company is subject to various environmental, health and
safety laws, rules and regulations including those of the United States
Occupational Safety and Health Administration and USEPA. These laws, rules
and regulations are subject to amendment and to future changes in public
policy or interpretation, which may affect the operations of the Company. The
Company uses its best reasonable efforts to comply with promulgated laws,
rules and regulations and participates in the rulemaking process.
Certain of the Company's facilities are or may become potentially responsible
parties with respect to off-site waste disposal facilities.
As noted above, new environmental and health and safety laws can impose
significant compliance costs, including forthcoming rules. Under the Clean
Air Act Amendments of 1990, various industries, including casings
manufacturers, will be required to meet air emissions standards for certain
chemicals based on use of the "maximum achievable control technology" (MACT).
MACT Standards for new and existing cellulose casing manufacturing sources
were proposed by EPA on August 28, 2000. Viskase Corporation has submitted
extensive comments to EPA during the public comment period. Final rulemaking
is expected sometime in the year 2002. Compliance will be required within 3
years of promulgation. MACT rules will apply to all casing manufacturers in
the United States.
Under the Resource Conservation and Recovery Act (RCRA), regulations have
been proposed that, in the future, may impose design and/or operating
requirements on the use of surface impoundments of wastewater. Two of
Viskase's plants use surface impoundments. The Company does not foresee these
regulations being imposed for several years.
(d) Financial information about foreign and domestic operations and export
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sales
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Reference is made to Part IV, Item 14, Note 24 of Notes to Consolidated
Financial Statements.
EXECUTIVE OFFICERS OF THE REGISTRANT
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The following table sets forth the names and ages of the Company's executive
officers, together with the positions with the Company held by such executive
officers, and a summary of their recent business experience. Under the
Company's Amended and Restated By-Laws, the Company's officers are elected
for such terms as may be determined from time to time by the Board of
Directors.
Name, Age and Office Business Experience
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F. Edward Gustafson, 60, Mr. Gustafson has been Chairman of the
Chairman of the Board, Board, President and Chief Executive
President and Chief Officer of the Company since March 1996
Executive Officer and a director of the Company since
December 1993. (Mr. Gustafson has been
President and Chief Executive Officer of
Viskase since June 1998, and previously
from February 1990 to August 1994.) From
May 1989 to March 1996 Mr. Gustafson served
as Executive Vice President and Chief
Operating Officer of the Company. Mr.
Gustafson has also served as Executive Vice
President and Chief Operating Officer of
D.P. Kelly and Associates, L.P. (DPK) since
November 1988.
Gordon S. Donovan, 48, Mr. Donovan has been Chief Financial
Vice President, Chief Officer of the Company since January 1997
Financial Officer, Treasurer and Vice President and Chief Financial
and Assistant Secretary Officer of Viskase since June 1998. Mr.
Donovan has served as Treasurer and
Assistant Secretary of the Company since
November 1989 and as Vice President since
May 1995.
Kimberly K. Duttlinger, 37, Ms. Duttlinger has been Vice President,
Vice President, Secretary Secretary and General Counsel of the
and General Counsel Company since April 2000. From August 1998
through April 2000, Ms. Duttlinger served
as Associate General Counsel of the
Company. From May 1997 to August 1998, Ms.
Duttlinger served as Corporate Counsel of
the Company. From May 1993 to August 1996,
Ms. Duttlinger served as Corporate Counsel
to Alberto-Culver Company, a manufacturer
and distributor of personal care and
household products.
ITEM 2. PROPERTIES
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VISKASE FACILITIES
LOCATION SQUARE FEET PRIMARY USE
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Manufacturing Facilities
Beauvais, France (a) 235,000 Casings production and finishing
Caronno, Italy 73,000 Casings finishing
Chicago, Illinois 991,000 Idle plant facilities held for sale
Guarulhos, Brazil (a) 25,000 Casings finishing
Kentland, Indiana 125,000 Casings finishing
Loudon, Tennessee 250,000 Casings production
Osceola, Arkansas 223,000 Casings production and finishing
Thaon, France 239,000 Casings finishing
Distribution Centers
Atlanta, Georgia (a)
Buffalo, New York (a)
Fresno, California (a)
Remington, Indiana (a)
Pulheim, Germany (a)
Saskatoon, Saskatchewan, Canada (a)
Lindsay, Ontario, Canada (a)
Warsaw, Poland (a)
Service Centers
Guarulhos, Brazil (a)
Caronno, Italy
Headquarters
Worldwide: Willowbrook, Illinois (a)
Europe: Paris, France (a)
(a) Leased. All other properties are owned.
The Company believes that its properties generally are suitable and adequate
to satisfy the Company's present and anticipated needs. The Company's United
States real property collateralizes the Company's obligations under various
financing arrangements. For a discussion of these financing arrangements,
refer to Part IV, Item 14, Note 8 of Notes to Consolidated Financial
Statements.
ITEM 3. LEGAL PROCEEDINGS
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In 1988, Viskase Canada Inc. (Viskase Canada), a subsidiary of the Company,
commenced a lawsuit against Union Carbide Canada Limited and Union Carbide
Corporation in the Ontario Superior Court of Justice, Court File No.:
292270188 seeking damages resulting from Union Carbide's breach of
environmental representations and warranties under the Amended and Restated
Purchase and Sale Agreement, dated January 31, 1986 (Agreement). Pursuant to
the Agreement, Viskase Corporation and various affiliates (including Viskase
Canada) purchased from Union Carbide and Union Carbide Films Packaging, Inc.,
its cellulosic casings business and plastic barrier films business
(Business), which purchase included a facility in Lindsay, Ontario, Canada
(Site). Viskase Canada claimed that Union Carbide breached several
representations and warranties and deliberately failed to disclose to Viskase
Canada the existence of contamination on the Site. In 1992, Union Carbide
and Viskase Canada jointly put in place a continuous pumping program at the
Site.
In October 2001, the Canadian Ministry of the Environment (MOE) notified
Viskase Canada that it had evidence to suggest that the Site was a source of
polychlorinated biphenyl (PCB) contamination. Viskase Canada is working with
the MOE in investigating the alleged PCB contamination and developing and
implementing, if appropriate, a remedial plan for the Site. Viskase Canada
has been granted leave to amend its lawsuit against Union Carbide to allege
that any PCB contamination at or around the Site was generated from Union
Carbide's plastics extrusion business, which was operated at the Site by
Union Carbide prior to the purchase of the Business. Union Carbide's
plastics extrusion business was not part of the Business purchased by Viskase
Corporation and its affiliates. Viskase Canada will be asking the court to
require Union Carbide to repurchase the Site from Viskase Canada and award
Viskase Canada damages in excess of $2,000,000 (Canadian). The lawsuit is
still pending and is expected to proceed to trial sometime during fourth
quarter 2002 or first quarter 2003.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase received a subpoena
from the Antitrust Division of the United States Department of Justice
relating to the expansion of the grand jury investigation into the specialty
films industry. Viskase is cooperating fully with the investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage manufacturer were named in ten virtually identical civil
complaints filed in the United States District Court for the District of New
Jersey by the following plaintiffs: Smith Provision Co., Inc.; Parks LLC
(d/b/a Parks Sausage Company); Real Kosher Sausage Company, Inc.; Sahlen
Packing Co., Inc.; Marathon Enterprises, Inc.; Ventures East, Inc.;
Keniston's, Inc.; Smithfield Foods, Inc.; Clougherty Packing Co.; and Klement
Sausage Co. The District Circuit ordered all of these cases consolidated in
Civil Action No. 99-5195-MLC (D.N.J.). Each complaint brought on behalf of a
purported class of sausage casings customers alleges that the defendants
unlawfully conspired to fix prices and allocate business in the sausage
casings industry. The Company and its subsidiaries have filed answers to
each of these complaints denying liability. In 2001, all of the consolidated
cases were transferred to the United States District Court for the Northern
District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in these and various other
legal proceedings arising out of their business and other environmental
matters, none of which is expected to have a material adverse effect upon
results of operations, cash flows or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
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MATTERS
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(a) Market Information. The Company's Common Stock is traded in the over-
the-counter market. The high and low closing bid prices of the Common Stock
during 2001 and 2000 are set forth in the following table. Such prices
reflect interdealer prices without markup, markdown or commissions and may
not represent actual transactions.
2001 First Quarter Second Quarter Third Quarter Fourth Quarter
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High $2.00 $2.06 $1.50 $ .30
Low .92 .90 .25 .01
2000 First Quarter Second Quarter Third Quarter Fourth Quarter
- ---- ------------- -------------- ------------- --------------
High $2.81 $3.00 $3.00 $3.06
Low 1.00 1.75 1.06 .98
(b) Holders. As of March 28, 2002, there were approximately 102 holders
of record and approximately 2,700 beneficial holders of the Company's Common
Stock.
(c) Dividends. The Company has never paid a cash dividend on shares of
its Common Stock. The payment of dividends is restricted by the terms of
various financing agreements to which the Company is a party. The Company has
no present intention of paying dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
Year Ended 53/52 Weeks Ending
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December December December December December
31, 2001 31, 2000(1) 31, 1999(1) 31, 1998(1) (2) 25, 1997(2)
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(in thousands, except for per share amounts)
Net sales $189,315 $200,142 $225,767 $246,932 $498,333
Net (loss) from continuing
operations (3) (36,852) (95,967) (29,927) (147,871) (10,362)
Net income (loss) from discontinued
operations 3,435 (1,831) (33,389) 717
Net gain on sales of discontinued operations 3,189 68,185 39,057
Net (loss) before extraordinary item (3) (33,663) (24,347) (31,758) (142,203) (9,645)
Net (loss) (4) (25,526) (17,836) (31,758) (148,996) (9,645)
Per share net (loss)
from continuing operations
- basic and diluted (3) (2.41) (6.34) (2.00) (9.97) (.71)
Per share net income (loss)
from discontinued operations
- basic and diluted .23 (.12) (2.25) .05
Gain on sale of discontinued operations .21 4.50 2.63
Per share net (loss)
before extraordinary item
- basic and diluted
(Loss) per share (3) (2.20) (1.61) (2.12) (9.59) (.66)
Per share net (loss)
- basic and diluted
(Loss) per share (4) (1.67) (1.18) (2.12) (10.05) (.66)
Cash and equivalents 25,540 55,350 6,243 9,028 24,407
Restricted cash 26,558 41,038
Working capital (178,952) (106,958) 34,480 41,725 85,815
Total assets 234,028 322,364 493,818 531,069 813,853
Debt obligations:
Short-term debt (5) (6) 236,059 200,676 23,095 16,120 12,880
Long-term debt 194 73,183 404,151 388,880 511,183
Stockholders' (deficit) equity (138,053) (107,397) (89,442) (55,907) 90,920
Cash dividends none none none none none
(1) Year 2000 and 1999 and fiscal year 1998 net sales and net loss from
continuing operations exclude the results of the Films Business, which
was sold in 2000.
(2) Fiscal 1998, and 1997, net sales and net loss from continuing operations
exclude the results of Sandusky and Clear Shield, which were sold in
1998.
(3) Included in 2001 is an asset write-down of $4,766 and a lower of cost or
market charge of $3,612. Included in 2000, 1998 and 1997 are
restructuring charges of $94,910, $119,579 and $3,500, respectively.
(4) Includes extraordinary gain (loss) on debt extinguishment in 2001, 2000
and 1998, respectively.
(5) Includes current portion of long-term debt.
(6) Year 2001 includes $64,106 of long-term debt reclassified to current due
to covenant restrictions.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
---------------------
Results of Operations
- ---------------------
The Company's 2001 net sales from continuing operations was $189.3 million,
which represents a decrease of 5.4% from 2000. The decline in sales reflects
the continuing effect of reduced selling prices in the worldwide casings
industry and lower sales volumes in Europe due to outbreaks of both mad cow
disease and foot-and-mouth disease during the first half of the year.
The Company's 2000 net sales from continuing operations was $200.1 million,
which represented a decrease of 11.4% from 1999. The decline in sales
reflects the continuing effect of reduced selling prices in the casings
industry. European sales were also negatively affected by foreign currency
translation due to a strong U.S. dollar.
With the entrance of a foreign competitor in the mid-1990's, the Company
experienced significant pricing pressure and volume loss. While the Company
has maintained or increased its volume during the past several years, the
market for cellulosic casings has continued to see price declines each year.
The Company does not expect to experience significant future volume loss;
however, the Company believes pricing pressures will continue. The Company
has previously implemented facility realignment and other cost-cutting
measures aimed at offsetting the effect of lower prices. The Company does
not expect to see an improvement in its operating income until prices begin
to increase.
The operating loss from continuing operations for 2001 was $(13.7) million.
The 2001 operating loss included an asset write-down of $4.8 million for the
write-down of Viskase's Chicago facility to fair value and a $3.6 million
write-down of inventories to its lower of cost or market value included in
cost of sales. Operating loss from continuing operations, excluding the
asset write-down and lower of cost or market charge, was $(5.4) million.
This compares unfavorably to the 2000 operating income of $1.2 million,
excluding the 2000 restructuring charge of $94.9 million. The decrease in
operating income resulted primarily from declines in sales and gross margins
caused by continued price competition in the worldwide casings industry.
The operating loss from continuing operations for 2000 was $(93.7) million.
The operating loss included a restructuring charge of $94.9 million.
Operating income from continuing operations, excluding the restructuring
charge for 2000 was $1.2 million. This compares unfavorably to operating
income from continuing operations for the comparable prior year period of
$15.8 million. Reduced selling prices in the worldwide casings industry
continue to negatively affect operating income.
Net interest expense from continuing operations for 2001 totaled $23.0
million, which represented a decrease of $20.1 million from 2000. The
decrease is primarily due to reduced interest expense related to the
repurchase of a portion of the Company's 10.25% Senior Notes (10.25% Notes),
repayment of the senior secured credit facility and junior term loans.
Other expense from continuing operations of approximately $3.4 million and
$5.3 million in 2001 and 2000, respectively, consists principally of foreign
exchange losses.
In 2000, the Company received a payment in resolution of the American
National Can Company (ANC) Litigation in the amount of $54.75 million, offset
by patent litigation expenses of $7.85 million.
The Company purchases gas futures contracts to lock in set rates on gas
purchases. The Company uses this strategy to minimize its exposure to
volatility in natural gas. These products are not linked to specific assets
and liabilities that appear on the balance sheet or to a forecasted
transaction and, therefore, do not qualify for hedge accounting. As such,
the loss on the change in fair value of the futures contracts was recorded in
other expense and not material for disclosure.
In 2001 any income tax benefit from the loss from continuing operations
offset the income tax provision which would have been provided on the
extraordinary gain and the gain from the sale of discontinued operations. The
net benefit recognized of $(3.4) million results from a reduction of prior
accrued foreign taxes payable. The 2000 and 1999 tax benefit from operations
consisted of the benefit of U.S. losses partially offset by the provision
related to operations of foreign subsidiaries. A provision (benefit) of
$(3.4) million, $.7 million, and $(2.2) million, respectively, was provided
on loss from continuing operations before taxes of $(40.2) million, $(95.2)
million, and $(32.1) million respectively for 2001, 2000 and 1999. The
company's effective tax rate from continuing operations reflect the permanent
differences in the U.S. resulting from the change in the valuation allowance
and the reversal of over-accrued foreign taxes.
The tax provision (benefit) for income from discontinued operations in 2000
and 1999 was $.3 million, and $(.9) million, respectively. The tax provision
with respect to the gain on disposal in 2001 and 2000 was $0 and $6.6
million, respectively. In addition, an extraordinary gain in 2001 and 2000
recognized an income tax provision of $0 and $.6 million, respectively. The
total income tax provision (benefit) was $(3.4) million, $8.3 million, and
$(3.1) million, respectively, in 2001, 2000 and 1999.
Domestic cash income taxes paid in 2001, 2000, and 1999, were $2.2 million,
$.5 million, and $.01 million, respectively. Foreign cash income taxes paid
during the same periods were $2.5 million, $.3 million, and $3.5 million,
respectively.
Discontinued Operations
- -----------------------
On January 17, 2000, the Company's Board of Directors announced its intent to
sell the Company's plastic barrier and non-barrier shrink Films Business. The
sale of the Films Business was completed on August 31, 2000. The aggregate
proceeds of $255 million, including a working capital adjustment of $10.3
million, were used to retire debt, pay General Electric Capital Corporation
(GECC) and for general corporate purposes. The Company recognized a net gain
in the amount of $3.2 million in 2001 and $68.2 million in 2000. The business
sold included production facilities in the United States, United Kingdom, and
Brazil. In conjunction with the sale of the Films Business, the Company shut
down its oriented polypropylene (OPP) films business located in Newton
Aycliffe, England and the films operation in Canada; the costs of these are
included in the business discontinuance.
Liquidity and Capital Resources
- -------------------------------
The SEC recently issued Financial Reporting Release No. 61, which sets forth
the views of the SEC regarding enhanced disclosures relating to liquidity and
capital resources. The information provided below about the Company's cash
flows, debt, credit facilities, capital and operating lease obligations, and
future commitments is included here to facilitate a review of the Company's
liquidity.
Cash and equivalents decreased by $29.8 million during the year ended
December 31, 2001. Cash flows used in operating activities were $17.5
million, provided by investing activities were $19.8 million, and used in
financing activities were $31.3 million. Cash flows used in operating
activities were principally attributable to the Company's loss from
operations, an increase in working capital usage, the gain on the debt
extinguishment and the gain on disposition of assets offset by the effect of
depreciation and amortization. Cash flows provided by investing activities
were principally attributable to a release of restrictions on cash and the
proceeds on disposition of assets offset by capital expenditures for
property, plant and equipment. Cash flows used in financing activities were
principally due to the repurchase of a portion of the 10.25% Notes and costs
incurred in connection with the restructuring process.
The Company has from time to time purchased 10.25% Notes in open market or
privately negotiated transactions, with the effect that as of December 31,
2001 there was $163.1 million principal amount of 10.25% Notes outstanding,
net of repurchased notes. The Company recognized an $8.1 million net gain on
the repurchase of $28.6 million of Notes during the year.
The Company's cash flows from operations were insufficient to pay the 10.25%
Notes when they matured on December 1, 2001, and accordingly the Company did
not pay the $163.1 million principal and $8.4 million interest that became
due at that time. In September 2001, certain of the holders of the 10.25%
Notes formed a committee (Committee) to participate in the development of a
plan to restructure the Company's capital structure and address its future
cash flow needs (Restructuring). No assurances can be given that an agreement
will be reached with the Committee or what the terms of any such agreement
would be. The Company believes that the likely result of the Restructuring
or any other restructuring of the Company's capital structure would be the
substantial dilution or effective elimination of the current common stock of
the Company. The Committee retained legal counsel, the fees and expenses of
which are being paid by the Company, and the Company and the Committee are
engaged in negotiations with respect to the Restructuring.
The Company believes, after consultation with its advisors, that it would be
in the best interest of the Company to enter into a consensual (prepackaged)
plan of restructuring, agreed to by GECC and the Committee, that would be
implemented in accordance with Chapter 11 of the United States Bankruptcy
Code. The Company believes that this form of restructuring can be
consummated more quickly and with less disruption than a Chapter 11 filing
without any agreement with its creditors. If the Company is unable to reach
an agreement with its creditors, the Company will be required to file under
Chapter 11 to reorganize its capital structure. The Company expects that
during the pendency of a Chapter 11 case it will operate in the ordinary
course with respect to its customers, suppliers and employees.
Letters of credit in the amount of $25.8 million were outstanding under a
letter of credit facility with commercial banks, and were cash collateralized
at December 31, 2001.
The Company finances its working capital needs through a combination of
internally generated cash from operations and cash on hand.
The Company anticipates that it will enter into a new revolving credit
facility to meet its working capital and letter of credit requirements during
2002.
Under the terms of an April 13, 2000 Agreement and Amendment with GECC, the
Company agreed to amend the amortization schedule of annual lease payments,
maintain a letter of credit in the amount of $23.5 million at all times,
limit additional borrowings and provide a subordinated security interest
collateralized by substantially all of the assets of the Company. Holders of
the senior secured credit facility and the junior term loans consented to the
payment extensions and the subordinated security interest granted to GECC.
The revised amortization schedule is presented below:
February 28, 2002 $11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,500
On February 28, 2002, the Company paid the scheduled lease payment of
$11,749.
GECC, Viskase's equipment lessor has agreed, subject to certain conditions,
not to accelerate payment of amounts due because of any default or event of
default under any of the lease documents arising from (i) Viskase's late
payment of the basic rent payment due on November 1, 2001 or the late
reinstatement of the rent letter of credit, (ii) Viskase's failure to meet
the Fixed Charge Coverage Ratio for the fiscal quarters ending on September
30, 2001 and December 31, 2001, (iii) Viskase's failure to deliver any
documents required to be delivered, (iv) the failure by the Company to pay
the 10.25% Notes at maturity and (v) the Company becoming a debtor under
Chapter 11 of the Bankruptcy Code; provided, however, that the waiver granted
pursuant to the foregoing clause (v) shall be rescinded if the Company shall
be a debtor under Chapter 11 of the Bankruptcy Code on or after June 30,
2002. Furthermore, GECC agreed to forbear until June 30, 2002 from
exercising its rights and remedies under the lease for failure to meet the
Fixed Charge Coverage Ratio for the fiscal quarter ending on March 31, 2002.
There is no agreement with GECC to extend the forbearance beyond June 30,
2002, and the Company can make no assurance that any extension will be
received.
Capital expenditures for continuing operations for the year ended December
31, 2001 and 2000 totaled $5.9 and $12.5 million, respectively. Significant
2001 capital expenditures for continuing operations included costs associated
with the Visflex(tm) plastic casing product line and the corporate office
relocation. Significant 2000 capital expenditures for continuing operations
included costs associated with the Nucel(r) project. Capital expenditures in
2000 for discontinued operations included additional production capacity for
specialty films. Capital expenditures for 2002 are expected to be
approximately $6 million.
At December 31, 2001, the Company had capital expenditure commitments
outstanding of approximately $0.7 million. The Company also has operating
lease agreements for machinery, equipment and facilities. As discussed in
Note 9 to the consolidated financial statements, the Company's consolidated
rent expense for 2001 was $1.7 million. Accordingly, the Company does not
consider its operating lease commitments to be a significant determinant of
the Company's liquidity.
In 2001, the Company spent approximately $5 million on research and
development programs, including product and process development, and on new
technology development. Prior to 2001, the Company was spending approximately
$8 million on research and development programs. The decrease is due to the
sale of the Films Business. The 2002 research and development and product
introduction expenses are expected to be in the $5 million range. Among the
projects included in the current research and development efforts is the
application of certain patents and technology licensed by Viskase to the
manufacture of cellulosic casings.
Critical Accounting Policies
- ----------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles accepted in the United States requires management to
make estimates and assumptions in certain circumstances that affect amounts
reported in the accompanying financial statements. In preparing these
financial statements, management bases its estimates on historical experience
and other assumptions that they believe is reasonable. The Company does not
believe there is a great likelihood that materially different amounts would
be reported under different conditions or using different assumptions related
to the accounting policies described below. However, application of these
accounting policies involves the exercise of judgment and use of assumptions
as to uncertainties and, as a result, actual results could differ from these
estimates. If actual amounts are ultimately different from previous
estimates, the revisions are included in the Company's results for the period
in which the actual amounts become known. Historically, the aggregate
differences, if any, between the Company's estimates and actual amounts in
any year have not had a significant impact on the Company's consolidated
financial statements. The "Summary of Significant Accounting Policies" is
included as Note 2 of The Notes To Consolidated Financial Statements.
Revenue Recognition
Substantially all of the Company's revenues are recognized at the time
products are shipped to customers, under F.O.B. Shipping Point and F.O.B.
Port Terms. Revenues are net of any discounts and allowances. The Company
records all related shipping and handling costs as a component of cost of
goods sold. The SEC's Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition in Financial Statements", provides guidance on the application of
generally accepted accounting principles to selected revenue recognition
issues. The Company's revenue recognition policy is in accordance with
generally accepted accounting principles and SAB No. 101.
Allowance for Doubtful Accounts Receivables
Accounts receivables have been reduced by an allowance for amounts that may
become uncollectible in the future. This estimated allowance is primarily
based upon management's evaluation of the financial condition of the customer
and historical write-offs.
Allowance for Obsolete and Slow Moving Inventories
Inventories are valued at the lower of cost or market. The inventories have
been reduced by an allowance for slow moving and obsolete inventories. The
estimated allowance is based upon management's estimate of specifically
identified items and historical write-offs of obsolete and excess inventories.
Deferred Income Taxes
Deferred tax assets and liabilities are measured using enacted tax laws and
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities due to a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, the amounts of any future tax benefits are reduced by a valuation
allowance to the extent such benefits are not expected to be realized on a
more likely than not basis.
Pension Plans and Other Postretirement Benefit Plans
The measurements of liabilities related to pension plans and other
postretirement benefit plans is based upon management's assumptions related
to future events including interest rates, return on pension plan assets,
rate of compensation increases, and health care cost trend rates. The
Company reviews its actuarial assumptions on an annual basis and makes
modifications to the assumptions based on current rates and trends when it is
deemed appropriate to do so. As required by generally accepted accounting
principles, the effect of the modifications is generally recorded or
amortized over future periods.
Property, Plant and Equipment
The Company carries property, plant and equipment at cost less accumulated
depreciation. Property and equipment additions include acquisition of
property and equipment and costs incurred for computer software purchased for
internal use including related external direct costs of materials and
services and payroll costs for employees directly associated with the
project. Depreciation is computed on the straight-line method over the
estimated useful lives of the assets ranging from 2 to 32 years. Upon
retirement or other disposition, cost and related accumulated depreciation
are removed from the accounts, and any gain or loss is included in results of
operations.
Long-lived assets
The Company continues to evaluate the recoverability of long-lived assets
including property, plant and equipment and patents. Impairments are
recognized when the expected undiscounted future operating cash flows derived
from long-lived assets are less than their carrying value.
Other Matters
The Company does not have off-balance sheet arrangements, sometimes referred
to as "special purpose entities", financing or other relations with
unconsolidated entities or other persons. In the ordinary course of
business, the Company leases certain casing manufacturing and finishing
equipment, certain real property, consisting of manufacturing and
distribution facilities and office facilities. The casing manufacturing and
finishing equipment capital lease obligation is described under "Debt
Obligations", Note 8 of Notes to Consolidated Financial Statements. Operating
leases are described under "Operating Leases", Note 9 of Notes to
Consolidated Financial Statements.
Transactions with related parties are in the ordinary course of business, are
conducted at an arm's length basis, and are not material to the Company's
financial position, results of operations or cash flows.
Contingencies
In 1988, Viskase Canada Inc. (Viskase Canada), a subsidiary of the Company,
commenced a lawsuit against Union Carbide Canada Limited and Union Carbide
Corporation in the Ontario Superior Court of Justice, Court File No.:
292270188 seeking damages resulting from Union Carbide's breach of
environmental representations and warranties under the Amended and Restated
Purchase and Sale Agreement, dated January 31, 1986 (Agreement). Pursuant to
the Agreement, Viskase Corporation and various affiliates (including Viskase
Canada) purchased from Union Carbide and Union Carbide Films Packaging, Inc.,
its cellulosic casings business and plastic barrier films business
(Business), which purchase included a facility in Lindsay, Ontario, Canada
(Site). Viskase Canada claimed that Union Carbide breached several
representations and warranties and deliberately failed to disclose to Viskase
Canada the existence of contamination on the Site. In 1992, Union Carbide
and Viskase Canada jointly put in place a continuous pumping program at the
Site.
In October 2001, the Canadian Ministry of the Environment (MOE) notified
Viskase Canada that it had evidence to suggest that the Site was a source of
polychlorinated biphenyl (PCB) contamination. Viskase Canada is working with
the MOE in investigating the alleged PCB contamination and developing and
implementing, if appropriate, a remedial plan for the Site. Viskase Canada
has been granted leave to amend its lawsuit against Union Carbide to allege
that any PCB contamination at or around the Site was generated from Union
Carbide's plastics extrusion business, which was operated at the Site by
Union Carbide prior to the purchase of the Business. Union Carbide's
plastics extrusion business was not part of the Business purchased by Viskase
Corporation and its affiliates. Viskase Canada will be asking the court to
require Union Carbide to repurchase the Site from Viskase Canada and award
Viskase Canada damages in excess of $2,000,000 (Canadian). The lawsuit is
still pending and is expected to proceed to trial sometime during fourth
quarter 2002 or first quarter 2003.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase received a subpoena
from the Antitrust Division of the United States Department of Justice
relating to the expansion of the grand jury investigation into the specialty
films industry. Viskase is cooperating fully with the investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage casing manufacturer were named in ten virtually identical civil
complaints filed in the United States District Court for the District of New
Jersey by the following plaintiffs: Smith Provision Co., Inc.; Parks LLC
(d/b/a Parks Sausage Company); Real Kosher Sausage Company, Inc.; Sahlen
Packing Co., Inc.; Marathon Enterprises, Inc.; Ventures East, Inc.;
Keniston's, Inc.; Smithfield Foods, Inc.; Clougherty Packing Co.; and Klement
Sausage Co. The District Circuit ordered all of these cases consolidated in
Civil Action No. 99-5195-MLC (D.N.J.). Each complaint brought on behalf of a
purported class of sausage casings customers alleges that the defendants
unlawfully conspired to fix prices and allocate business in the sausage
casings industry. The Company and its subsidiaries have filed answers to
each of these complaints denying liability. In 2001, all of the consolidated
cases were transferred to the United States District Court for the Northern
District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in these and various other
legal proceedings arising out of their business and other environmental
matters, none of which is expected to have a material adverse effect upon
results of operations, cash flows or financial position.
Contractual Obligations Related to Debt, Leases and Related Risk Disclosure
- ---------------------------------------------------------------------------
2001 Expected Maturity Date
In There-
Default 2002 2003 2004 2005 2006 after Total
Long-term debt,
including current portion:
Fixed interest rate ($000) $163,060 $66 $163,126
Interest rate 10.25% 0% 10.25%
Capital lease obligations(1) $8,894 $19,433 $21,300 $23,500 $73,127
Third party license fees $2,366 $2,414 $2,616 $3,139 $3,202 $0 $13,737
(1) Capital lease obligations relate primarily to GECC Capitalized Lease
Obligations classified as current in the financial statements. GECC
lease payment maturities conform to contractual payments under the
lease.
Other
- -----
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations". This statement addresses financial accounting
and reporting for business combinations and supersedes APB Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises". The provisions of
this statement apply to all business combinations initiated after June 30,
2001. Management believes that adoption of Statement 141 will not have a
material effect on the Company's financial statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets". This Statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and supersedes APB Opinion No. 17, "Intangible Assets". The
provisions of this Statement are required to be applied starting with fiscal
years beginning after December 15, 2001. Management believes that adoption
of Statement 142 will not have a material effect on the Company's financial
statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations". The statement applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees.
The provisions of this statement are required to be applied for fiscal years
beginning after June 15, 2002. Management believes that adoption of Statement
143 will not have a material effect on the Company's financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets."
This statement supersedes FASB Statement 121. This statement addresses
financial accounting and reporting for long-lived assets impaired and
disposed of by sale. The provisions of this statement are effective for
financial statements issued for fiscal years beginning after December 15,
2001. Management believes that adoption of Statement No. 144 will not have a
material effect on the Company's financial statements.
Forward-looking Statements
- --------------------------
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties that could cause actual results and
Company plans and objectives to differ materially from those projected. Such
risks and uncertainties include, but are not limited to, general business and
economic conditions; competitive pricing pressures for the Company's
products; changes in other costs; opportunities that may be presented to and
pursued by the Company; determinations by regulatory and governmental
authorities; the ability to achieve other cost reductions and efficiencies;
and the effect of negotiations with the Company's creditors and the
restructuring of the Company's indebtedness.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to certain market risks related to foreign currency
exchange rates. The Company does not enter into derivatives for trading
purposes.
The Company also prepared sensitivity analyses to determine the impact of a
hypothetical 10% devaluation of the U.S. dollar relative to the European
receivables and payables denominated in U.S. dollars. Based on its
sensitivity analyses at December 31, 2001, a 10% devaluation of the U.S.
dollar would affect the Company's annual consolidated operating results,
financial position and cash flows by approximately $5 thousand. The Company
has used foreign exchange forward contracts to manage the risk associated
with its exposure to foreign currency exchange rate fluctuations. As of
December 31, 2001, there were no foreign exchange forward contracts
outstanding.
The Company purchases gas futures contracts to lock in set rates on gas
purchases. The Company uses this strategy to minimize its exposure to
volatility in natural gas. These products are not linked to specific assets
and liabilities that appear on the balance sheet or to a forecasted
transaction and, therefore, do not qualify for hedge accounting. As such,
the loss on the change in fair value of the futures contracts was recorded in
other expense and not material for disclosure.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Financial statements and supplementary financial information meeting the
requirements of Regulation S-X are listed in the index to financial
statements and schedules, as included under Part IV, Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
----------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements on accounting and financial disclosure required
to be disclosed under this Item.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this Item is set forth in the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of the
fiscal year covered by this report (Proxy Statement) in the section entitled
"Election of Directors," the section entitled "Section 16(a) Beneficial
Ownership Reporting Compliance" and in the third paragraph of the section
entitled "Certain Relationships and Related Transactions," and is
incorporated herein by reference to the Proxy Statement. For information
regarding executive officers of the Company, see the information set forth
under "Executive Officers of the Registrant" in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Compensation of Directors and Executive Officers" and
is incorporated herein by reference to the Proxy Statement. The information
set forth in the Proxy Statement in the sections entitled "Compensation
Committee Report on Executive Compensation" and "Performance Graph" is not
required by this item and is not incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Security Ownership" and is incorporated herein by
reference to the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Certain Relationships and Related Transactions" and is
incorporated by reference to the Proxy Statement. See also Part IV, Item 14,
Note 23 of Notes to Consolidated Financial Statements.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a)1. Financial statements: PAGE
-------------------- ----
Report of independent accountants F-2
Consolidated balance sheets, December 31, 2001 and
December 31, 2000 F-3
Consolidated statements of operations, for the years ended
December 31, 2001 and December 31, 2000 and
December 31, 1999. F-4
Consolidated statements of stockholders' deficit, for the years
ended December 31, 2001 and December 31, 2000 and
December 31, 1999. F-6
Consolidated statements of cash flows, for the years ended
December 31, 2001 and December 31, 2000 and
December 31, 1999. F-7
Notes to consolidated financial statements F-8
(a)2. Financial statement schedules for the years ended December 31, 2001
-------------------------------------------------------------------
and December 31, 2000 and December 31, 1999:
-------------------------------------------
II Valuation and qualifying accounts F-33
Schedules other than those listed are omitted because they are not required,
are not applicable, or because equivalent information has been included in
the financial statements and notes thereto or elsewhere herein.
(b) Reports on Form 8-K.
-------------------
1. On October 29, 2001, the Company filed a Form 8-K to announce that
the Company amended its Rights Agreement, dated June 26, 1996, between the
Company and Harris Trust and Savings Bank. Under the Rights Agreement, as
amended, from the date of the amendment through December 31, 2001, all Rights
outstanding (other than those held by a 41%-or-more stockholder and certain
other specified persons) will automatically, without any further action of
the Board of Directors, be exchanged for shares of Common Stock of the
Company at an exchange rate of one share of Common Stock per Right
simultaneous with any Person becoming a 41%-or-more stockholder
(c) Exhibits:
--------
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
2.0 Purchase Agreement, dated July 7, 2000 among the Company
and certain of its subsidiaries and Bemis Company, Inc.
(incorporated herein by reference to Exhibit 2 to Form 8-K
filed September 25, 2000). *
2.1 Amendment No. 1 to Purchase Agreement, dated August 31, 2000,
among the Company and certain of its subsidiaries and Bemis
Company, Inc. (incorporated herein by reference to Exhibit 2.1
of Form 10-Q for the fiscal quarter ended September 30, 2000
filed November 15, 2000). *
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1 to
Form 8-K filed January 19, 1994). *
3.2 Certificate of Ownership and Merger of Viskase Companies,
Inc. into Envirodyne Industries, Inc. *
3.3 Amended and Restated By-Laws of the Company (incorporated
herein by reference to Exhibit 3.2 to Form 8-K filed
May 16, 1997). *
4.1 Indenture, dated as of December 31, 1993, between the Company
and Bankers Trust Company, as Trustee, relating to the 10-1/4%
Notes Due 2001 of the Company including form of 10-1/4% Note
Due 2001 (incorporated herein by reference to Exhibit 4.1 to
Form 8-K filed January 19, 1994). *
4.3 Rights Agreement, dated as of June 26, 1996, between the
Company and Harris Trust and Savings Bank, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 of Form 8-K
dated June 26, 1996 filed June 28, 1996). *
10.1 Participation Agreement, dated as of December 18, 1990,
among Viskase Corporation, as Lessee, the Company, as Guarantor,
General Electric Capital Corporation, as Owner Participant, and
The Connecticut National Bank, as Owner Trustee (incorporated
herein by reference to Exhibit 10.24 to Form 8-K filed
January 22, 1991). *
10.2 Lease Agreement, dated as of December 18, 1990, between The
Connecticut National Bank, Owner Trustee, as Lessor and Viskase
Corporation, as Lessee (incorporated herein by reference to
Exhibit 10.25 to Form 8-K filed January 22, 1991). *
10.3 Appendix A; Definitions relating to the Participation Agreement,
the Lease and the Ground Lease (incorporated herein by reference
to Exhibit 10.26 to Form 8-K filed January 22, 1991). *
10.4 Ground Lease, dated as of December 18, 1990, between Viskase
Corporation, as Ground Lessor, and The Connecticut National Bank,
as Ground Lessee (incorporated herein by reference to Exhibit
10.27 to Form 8-K filed January 22, 1991). *
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.5 Guaranty Agreement, dated as of December 18, 1990, among
the Company; Clear Shield National, Inc.; Sandusky Plastics
of Delaware, Inc.; Viskase Sales Corporation, all as
Guarantors; The Connecticut National Bank, as Owner Trustee;
and General Electric Capital Corporation, as Owner
Participant (incorporated herein by reference to Exhibit
10.28 to Form 8-K filed January 22, 1991). *
10.6 Trust Agreement, dated as of December 18, 1990, between
General Electric Capital Corporation, as Owner Participant,
and The Connecticut National Bank, as Owner Trustee
(incorporated herein by reference to Exhibit 10.29 to
Form 8-K, filed January 22, 1991, of Viskase Companies, Inc.). *
10.7 Non-Employee Directors' Compensation Plan (incorporated
herein by reference to Appendix B of the Company's Proxy
Statement for its 1996 Annual Meeting of Stockholders). + *
10.8 1993 Stock Option Plan, as amended and restated through
March 27, 1996 (incorporated herein by reference to
Appendix A of the Company's Proxy Statement for its
1996 Annual Meeting of Stockholders). + *
10.9 Viskase Companies, Inc. Parallel Non-Qualified Thrift
Plan (incorporated herein by reference to Exhibit 10.35
to Form 10-Q for the fiscal quarter ended June 27, 1991
filed August 12, 1991). + *
10.10 Amended and Restated Employment Agreement, effective
March 27, 1996, between the Company and F. Edward
Gustafson (incorporated herein by reference to
Exhibit 10.20 to Form 10-Q for the fiscal quarter
ended June 25, 1998 filed August 10, 1998). + *
10.11 Corporate Office Severance Pay Policy (incorporated herein
by reference to Exhibit 10.21 to Form 10-Q for the fiscal
quarter ended June 26, 1997 filed August 11, 1997). + *
10.12 Amendment to Viskase Companies, Inc. 1999 Parallel
Non-Qualified Savings Plan (incorporated herein by reference
to Exhibit 4.5 to the Company's Registration Statement on
Form S-8, #333-33508, filed on March 29, 2000). + *
10.13 Viskase Corporation Severance Pay Policy (incorporated herein
by reference to Exhibit 10.34 to Form 10-K for the year
ended December 31, 1999, filed September 22, 2000). + *
10.14 Agreement dated as of March 3, 2000, between Viskase
Corporation and State Street Bank and Trust Company
relating to the Lease Agreement dated as of December 18,
1990, among Viskase Corporation (the Lessee), and State
Street Bank and Trust Company (the Lessor), as successor
trustee to Fleet National Bank formerly known as Shawmut
Bank Connecticut, National Association, formerly known as
The Connecticut National Bank as Owner Trustee under the
Trust Agreement (incorporated by reference herein to
Exhibit 10.35 to Form 10-Q for the fiscal quarter ended
March 31, 2000 filed September 25, 2000). *
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.15 Extension executed March 9, 2000 of Agreement dated as
of March 3, 2000, between Viskase Corporation and State
Street Bank and Trust Company relating to the Lease Agreement
dated as of December 18, 1990, among Viskase Corporation
(the Lessee) and State Street Bank and Trust Company (the
Lessor), as successor trustee to Fleet National Bank formerly
known as Shawmut Bank Connecticut, National Association,
formerly known as The Connecticut National Bank as Owner
Trustee under the Trust Agreement (incorporated by reference
herein to Exhibit 10.36 to Form 10-Q for the fiscal quarter
ended March 31, 2000 filed September 25, 2000). *
10.16 Extension executed March 23, 2000 of Agreement dated as of
March 3, 2000, between Viskase Corporation and State
Street Bank and Trust Company relating to the Lease
Agreement dated as of December 18, 1990, among Viskase
Corporation (the Lessee) and State Street Bank and
Trust Company (the Lessor), as successor trustee to
Fleet National Bank formerly known as Shawmut Bank
Connecticut, National Association, formerly known as
The Connecticut National Bank as Owner Trustee under
the Trust Agreement (incorporated by reference herein
to Exhibit 10.37 to Form 10-Q for the fiscal quarter
ended March 31, 2000 filed September 25, 2000). *
10.17 Extension executed March 30, 2000 of Agreement dated
as of March 3, 2000, between Viskase Corporation and
State Street Bank and Trust Company relating to the
Lease Agreement dated as of December 18, 1990, among
Viskase Corporation (the Lessee) and State Street
Bank and Trust Company (the Lessor), as successor
trustee to Fleet National Bank formerly known as
Shawmut Bank Connecticut, National Association,
formerly known as The Connecticut National Bank
as Owner Trustee under the Trust Agreement
(incorporated by reference herein to Exhibit 10.38 to
Form 10-Q for the fiscal quarter ended March
31, 2000 filed September 25, 2000). *
10.18 Agreement and Amendment dated as of April 13, 2000,
between Viskase Corporation (the Lessee) and State Street
Bank and Trust Company (the Lessor) as Owner Trustee
under the Trust Agreement relating to the Lease Agreement
dated as of December 18, 1990 (as amended and supplemented
to the date hereof, between the Lessee and the Lessor, as
successor trustee to Fleet National Bank formerly known
as Shawmut Bank Connecticut, National Association,
formerly known as The Connecticut National Bank
(incorporated herein by reference to Exhibit 10.39 to Form 10Q
for the fiscal quarter ended June 30, 2000 filed
September 25, 2000). *
10.19 Letter Agreement dated June 13, 2000, from GECC re
(i) Financing Agreement dated as of June 14, 1999,
among The CIT Group/Business Credit, Inc., the lenders
party thereto and Viskase Corporation and Viskase Sales
Corporation, (ii) a Financing Agreement dated as of
June 14, 1999 among D.P. Kelly & Associates, L.P. and
Viskase, and (iii) a Financing Agreement dated as of
June 14, 1999, among the lenders party thereto and
Viskase (incorporated herein by reference to Exhibit
10.40 to Form 10Q for the fiscal quarter ended June
30, 2000 filed September 25, 2000). *
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.20 Amendment No. 1 dated as of June 30, 2000, to the Letter
Agreement and Amendment dated as of April 13, 2000, between
Viskase Corporation and State Street Bank and Trust Company,
as Owner Trustee under the Trust Agreement relating to the
Lease Agreement dated as of December 18, 1990 as amended and
supplemented to the date hereof, (incorporated herein by
reference to Exhibit 10.44 to Form 10Q for the fiscal quarter
ended June 30, 2000 filed September 25, 2000). *
10.21 Viskase Corporation Management Incentive Plan for Fiscal Year
2001. + **
10.22 Agreement and Waiver dated as of March 22, 2001 between Viskase
Corporation (the Lessee) and State Street Bank and Trust
Company (the Lessor) relating to Participation Agreement dated
December 18, 1990 among Viskase Corporation, as Lessee, Viskase
Companies, Inc. as Guarantor, General Electric Capital
Corporation, as Owner Participant, and State Street Bank and
Trust Company, as Owner Trustee, (incorporated herein by
reference to Exhibit 10.36 of Form 10-Q for the fiscal
quarter ended March 31, 2001 filed May 16, 2001). *
10.23 Master Letter of Credit Agreement dated June 29, 2001 between
Viskase Corporation and LaSalle Bank National Association
(incorporated herein by reference to Exhibit 10.37 of the
Form 10-Q for the fiscal quarter ended June 30, 2001 filed
August 15, 2001). *
10.24 Amendment No. 1 (the "Amendment") dated October 27, 2001 to
the Rights Agreement dated June 26, 1996 (the "Agreement")
between Envirodyne Industries, Inc., a Delaware corporation (now
known as Viskase Companies, Inc. and Harris Trust Savings Bank,
an Illinois banking corporation (the "Rights Agent")
(incorporated herein by reference to Exhibit 4 to Form 8-K
filed October 29, 2001). *
10.25 Agreement and waiver dated August 2, 2001 between Viskase
Corporation and State Street Bank and Trust Company as
Owner Trustee, relating to Participation Agreement dated
December 18, 1990 (incorporated herein by reference to
Exhibit 10.38 to Form 10-Q for the fiscal quarter ended
September 30, 2001 filed November 14, 2001). *
10.26 Amendment dated August 30, 2001 to the Amended and Restated
Employment Agreement, effective March 27, 1996, between
F. Edward Gustafson and Viskase Companies, Inc. + **
10.27 Employment Agreement dated August 30, 2001 between Viskase
Corporation and F. Edward Gustafson. + **
10.28 Amendment dated November 1, 2001 to the Amended and Restated
Employment Agreement, effective March 27, 1996 between
F. Edward Gustafson and Viskase Companies, Inc. + **
10.29 Amendment dated November 1, 2001 to the Employment Agreement
between F. Edward Gustafson and Viskase Corporation dated
August 30, 2001. + **
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
** Filed herewith.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.30 Employment Agreement dated November 29, 2001 by and among
Viskase Companies, Inc., Viskase Corporation and Gordon
S. Donovan. + **
10.31 Employment Agreement dated November 29, 2001 by and among
Viskase Companies, Inc., Viskase Corporation and Kimberly
K. Duttlinger. + **
10.32 Amendment No. 2 (the "Amendment") dated December 20, 2001 to
the Rights Agreement dated June 26, 1996 (the "Agreement")
between Envirodyne Industries, Inc., a Delaware corporation
(now known as Viskase Companies, Inc. and Harris Trust Savings
Bank, an Illinois banking corporation (the "Rights Agent")
(incorporated herein by reference to Exhibit 4 to Form 8-K
filed January 4, 2002). *
10.33 Waiver, Forbearance and Consent Agreement dated as of December
21, 2001 between Viskase Corporation and State Street Bank and
Trust Company, as Owner Trustee, and General Electric Capital
Corporation, as Owner Participant relating to the Lease
Agreement dated December 18, 1990. **
10.34 Amendment No. 1 dated as of January 17, 2002 to the Waiver,
Forbearance and Consent Agreement dated as of December 21,
2001 between Viskase Corporation and State Street Bank and
Trust Company, as Owner Trustee, and General Electric
Capital Corporation, as Owner Participant relating to the
Lease Agreement dated December 18, 1990. **
21.1 Subsidiaries of the registrant. **
23.1 Consent of independent accountants. **
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
** Filed herewith.
(d) Financial statement schedules required by Regulation S-X. F-1
---------------------------------------------------------
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
VISKASE COMPANIES, INC.
(Registrant)
By: /s/
-----------------------
F. Edward Gustafson
Chairman, Chief Executive
Officer and President
By: /s/
-----------------------
Gordon S. Donovan
Vice President, Chief Financial
Officer and Treasurer
Date: April 1, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on this 1st day of April 2002.
/s/ /s/
- ------------------------------ ------------------------------
F. Edward Gustafson Gordon S. Donovan
Chairman of the Board, Chief Vice President, Chief Financial
Executive Officer and President Officer and Treasurer (Principal
(Principal Executive Officer) Financial and Accounting Officer)
/s/ /s/
- ------------------------------ ------------------------------
Robert N. Dangremond (Director) Gregory R. Page (Director)
VISKASE COMPANIES, INC. AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Report of independent accountants........................................... F-2
Consolidated balance sheets, December 31, 2001 and
December 31, 2000 .................................................... F-3
Consolidated statements of operations, for the years ending
December 31, 2001 and December 31, 2000
December 31, 1999 .................................................... F-4
Consolidated statements of stockholders' deficit, for the
years ending December 31, 2001 and December 31, 2000
and December 31, 1999 ................................................ F-5
Consolidated statements of cash flows, for the years ending
December 31, 2001 and December 31, 2000 and for
December 31, 1999 ................................................... F-7
Notes to consolidated financial statements............................. F-8
FINANCIAL STATEMENT SCHEDULES REQUIRED BY REGULATION S-X
Schedule II - Valuation and qualifying accounts........................ F-33
Exhibit 21.1 Subsidiaries of the registrant............................ F-34
Exhibit 23.1 Consent of independent accountants........................ F-35
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Viskase Companies, Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a) (1) on page 19 present fairly, in all material
respects, the financial position of Viskase Companies, Inc. and its
subsidiaries (Company) at December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the index appearing under Item 14 (a)
(2) on page 19 present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company's current cash position and operating cash
flows were insufficient to pay the principal and accrued interest on the
10.25% Notes which matured on December 1, 2001 which raises substantial doubt
about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 22, 2002
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
----------------------
2001 2000
------ ------
(in thousands)
ASSETS
Current assets:
Cash and equivalents $ 25,540 $ 55,350
Restricted cash 26,558 41,038
Receivables, net 25,838 27,334
Inventories 29,064 39,405
Other current assets 9,691 23,168
-------- --------
Total current assets 116,691 186,295
Property, plant and equipment,
including those under capital leases 233,637 240,110
Less accumulated depreciation
and amortization 127,338 110,845
-------- --------
Property, plant and equipment, net 106,299 129,265
Deferred financing costs, net 2,024 184
Other assets 9,014 6,620
-------- --------
Total Assets $234,028 $322,364
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Short-term debt including current portion
of long-term debt and obligations
under capital leases $236,059 $200,676
Accounts payable 9,784 15,887
Accrued liabilities 48,203 73,309
Current deferred income taxes 1,597 3,381
-------- --------
Total current liabilities 295,643 293,253
Long-term debt including obligations
under capital leases 194 73,183
Accrued employee benefits 51,116 40,773
Noncurrent deferred income taxes 25,128 22,552
Commitments and contingencies
Stockholders' (deficit):
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
issued and outstanding, 15,317,112 shares
at December 31, 2001 and
15,276,764 shares at December 31, 2000 153 153
Paid in capital 138,014 137,967
Accumulated (deficit) (272,574) (247,048)
Accumulated other comprehensive (loss) gain (3,461) 1,840
Unearned restricted stock issued
for future service (185) (309)
-------- --------
Total stockholders' (deficit) (138,053) (107,397)
-------- --------
Total Liabilities and Stockholders' deficit $234,028 $322,364
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31
------------------------------
2001 2000 1999
------- ------ ------
(in thousands, except for number of shares
and per share amounts)
NET SALES $189,315 $200,142 $225,767
COSTS AND EXPENSES
Cost of sales 156,258 157,560 166,079
Selling, general and administrative 40,027 39,374 41,854
Amortization of intangibles 2,000 2,000 2,000
Restructuring charges 4,766 94,910
-------- -------- --------
OPERATING (LOSS) INCOME (13,736) (93,702) 15,834
Interest income 2,479 2,299 375
Interest expense 25,520 45,406 44,403
Other expense, net 3,445 5,330 3,923
Patent infringement settlement income, net 46,900
-------- -------- --------
(LOSS) FROM CONTINUING OPERATIONS
BEFORE TAXES (40,222) (95,239) (32,117)
Income tax (benefit) provision (3,370) 728 (2,190)
-------- -------- --------
NET (LOSS) FROM CONTINUING OPERATIONS (36,852) (95,967) (29,927)
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations
net of income taxes (Note 12) 3,435 (1,831)
Gain on sale from discontinued operations
net of income tax provision of $0 in 2001 and
$6,633 in 2000 3,189 68,185
-------- -------- --------
NET (LOSS) BEFORE
EXTRAORDINARY ITEM (33,663) (24,347) (31,758)
Extraordinary gain on early extinguishment of
debt net of income tax provision of $0 in 2001
and $633 in 2000 8,137 6,511
-------- -------- --------
NET (LOSS) (25,526) (17,836) (31,758)
Other comprehensive (loss) income, net of
tax (see Note 20)
Foreign currency translation adjustments (129) (2,730) (1,542)
Reclassification of foreign currency
translation adjustment for discontinued
operations 2,532
Minimum pension liability adjustments (5,172)
-------- -------- --------
Other comprehensive (loss) net
of tax (5,301) (198) (1,542)
-------- -------- --------
COMPREHENSIVE (LOSS) $(30,827) $(18,034) $(33,300)
======== ======== ========
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Cont'd)
Years Ended December 31
-------------------------------
2001 2000 1999
------- ------ ------
(in thousands, except for number of shares
and per share amounts)
WEIGHTED AVERAGE COMMON SHARES
- BASIC AND DILUTED 15,309,616 15,126,670 14,949,965
========== ========== ==========
PER SHARE AMOUNTS:
NET (LOSS) EARNINGS PER SHARE
- basic and diluted
Continuing operations $(2.41) $(6.34) $(2.00)
Discontinued operations:
Income (loss) from discontinued operations .23 (.12)
Gain on sale from discontinued operations .21 4.50
------ ------ ------
(Loss) before extraordinary item (2.20) (1.61) (2.12)
Extraordinary gain .53 .43
------ ------ ------
Net (Loss) $(1.67) $(1.18) $(2.12)
====== ====== ======
The accompanying notes are an integral part of the consolidated financial
statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Accumulated Other
Comprehensive (Loss) Gain
-------------------------
Foreign Minimum Restricted
Accumu- Currency Pension Stock Total
Common Paid In lated Translation Liability Issued For Equity
Stock Capital (Deficit) Adjustments Adjustments Future Service (Deficit)
------ ------- -------- ----------- ----------- -------------- ---------
(in thousands)
Balance December 31, 1998 $149 $136,715 $(197,454) $4,693 $ $ (10) $ (55,907)
Net (loss) (31,758) (31,758)
Issuance of Common Stock 2 739 10 751
Other comprehensive (loss) (2,528) (2,528)
----- -------- -------- ------ ------- ----- ---------
Balance December 31, 1999 151 137,454 (229,212) 2,165 (89,442)
Net (loss) (17,836) (17,836)
Issuance of Common Stock 2 513 (309) 206
Other comprehensive (loss) (325) (325)
----- -------- -------- ------ ------- ----- ---------
Balance December 31, 2000 153 137,967 (247,048) 1,840 (309) (107,397)
Net (loss) (25,526) (25,526)
Issuance of Common Stock 47 124 171
Other comprehensive (loss) (129) (5,172) (5,301)
----- -------- -------- ------ ------- ----- ---------
Balance December 31, 2001 $153 $138,014 $(272,574) $1,711 $(5,172) $(185) $(138,053)
===== ======== ========= ====== ======= ===== =========
The accompanying notes are an integral part of the consolidated financial
statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31
--------------------------------
2001 2000 1999
------ ------ ------
(in thousands)
Cash flows from operating activities:
Net (Loss) $(25,526) $(17,836) $(31,758)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization under capital leases 21,125 30,427 38,672
Amortization of intangibles 2,000 4,000 5,000
Amortization of deferred financing fees and discount 185 4,860 3,658
(Decrease) increase in deferred income taxes (698) 407 (4,989)
Foreign currency transaction loss 533 857 190
Loss (gain) on disposition of assets (2,807) (74,541) 630
Bad debt provision 425 433 1,239
Net property, plant and equipment write-off 4,766 55,482
Extraordinary (gain) on debt extinguishment (8,137) (7,144)
Changes in operating assets and liabilities
(net of effects of dispositions):
Receivables 803 20,431 (3,896)
Inventories 9,596 8,617 12,038
Other current assets 6,361 (12,733) 233
Accounts payable and accrued liabilities (30,111) (50) (13,845)
Other 3,984 3,064 192
-------- -------- --------
Total adjustments 8,025 34,110 39,122
-------- -------- --------
Net cash (used in) provided by operating activities (17,501) 16,274 7,364
Cash flows from investing activities:
Capital expenditures (5,882) (13,735) (27,943)
Proceeds from disposition of assets 11,156 235,844 623
Restricted cash 14,480 (41,038)
-------- -------- --------
Net cash provided by (used in) investing activities 19,754 181,071 (27,320)
Cash flows from financing activities:
Issuance of common stock 171 206 751
Proceeds from revolving loan and long-term borrowings 123,776
Deferred financing costs (2,047) (2,092) (5,796)
Repayment of revolving loan, long-term borrowings and
capital lease obligations (29,448) (146,119) (100,971)
-------- -------- --------
Net cash (used in) provided by financing activities (31,324) (148,005) 17,760
Effect of currency exchange rate changes on cash (739) (233) (589)
-------- -------- --------
Net (decrease) increase in cash and equivalents (29,810) 49,107 (2,785)
Cash and equivalents at beginning of period 55,350 6,243 9,028
-------- -------- --------
Cash and equivalents at end of period $ 25,540 $ 55,350 $ 6,243
======== ======== ========
Supplemental cash flow information and noncash investing and
financing activities:
Interest paid $12,006 $50,327 $43,190
Income taxes paid $ 4,690 $ 750 $ 3,531
Capital lease obligations (machinery and equipment) $ 0 $ 694 $ 345
The accompanying notes are an integral part of the consolidated financial
statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GOING CONCERN PRESENTATION
Viskase Companies, Inc. (Company) consolidated financial statements are
presented on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
Except for the classification of certain debt as discussed in Note 8, the
consolidated financial statements do not include any adjustment relating to
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities or any other adjustments that might be
necessary should the Company be unable to continue as a going concern.
The Company's cash flows from operations were insufficient to pay the 10.25%
Notes when they matured on December 1, 2001, and accordingly the Company did
not pay the $163.1 million principal and $8.4 million interest that became due
at that time. In September 2001, certain of the holders of the 10.25% Notes
formed a committee (Committee) to participate in the development of a plan to
restructure the Company's capital structure and address its future cash flow
needs (Restructuring). No assurances can be given that an agreement will be
reached with the Committee or what the terms of any such agreement would be.
The Company believes that the likely result of the Restructuring or any other
restructuring of the Company's capital structure would be the substantial
dilution or effective elimination of the current common stock of the Company.
The Committee retained legal counsel, the fees and expenses of which are being
paid by the Company, and the Company and the Committee are engaged in
negotiations with respect to the Restructuring.
GECC, Viskase's equipment lessor has agreed, subject to certain conditions,
not to accelerate payment of amounts due because of any default or event of
default under any of the lease documents arising from (i) Viskase's late
payment of the basic rent payment due on November 1, 2001 or the late
reinstatement of the rent letter of credit, (ii) Viskase's failure to meet the
Fixed Charge Coverage Ratio for the fiscal quarters ending on September 30,
2001 and December 31, 2001, (iii) Viskase's failure to deliver any documents
required to be delivered, (iv) the failure by the Company to pay the 10.25%
Notes at maturity and (v) the Company becoming a debtor under Chapter 11 of
the Bankruptcy Code; provided, however, that the waiver granted pursuant to
the foregoing clause (v) shall be rescinded if the Company shall be a debtor
under Chapter 11 of the Bankruptcy Code on or after June 30, 2002.
Furthermore, GECC agreed to forbear until June 30, 2002 from exercising its
rights and remedies under the lease for failure to meet the Fixed Charge
Coverage Ratio for the fiscal quarter ending on March 31, 2002. There is no
agreement with GECC to extend the forbearance beyond June 30, 2002, and the
Company can make no assurance that any extension will be received.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Principles of consolidation
The consolidated financial statements include the accounts of the Company.
Intercompany accounts and transactions have been eliminated in consolidation.
(B) Reclassification
Reclassifications have been made to the prior years' financial statements to
conform to the 2001 presentation.
(C) Use of estimates in the preparation of financial statements
The preparation of all financial statements includes the use of estimates and
assumptions that affect a number of amounts included in the Company's
financial statements, including, among other things, pensions and other
postretirement benefits and related disclosures, inventories valued under the
last-in-first-out (LIFO) method, reserves for excess and obsolete inventory,
restructuring charges and income taxes. Management bases its estimates on
historical experience and other assumptions that they believe is reasonable.
If actual amounts are ultimately different from previous estimates, the
revisions are included in the Company's results for the period in which the
actual amounts become known. Historically, the aggregate differences, if any,
between the Company's estimates and actual amounts in any year have not had a
significant impact on the Company's consolidated financial statements.
(D) Cash equivalents (dollars in thousands)
For purposes of the statement of cash flows, the Company considers cash
equivalents to consist of all highly liquid debt investments purchased with
an initial maturity of approximately three months or less. Due to the short-
term nature of these instruments, the carrying values approximate the fair
market value. Cash equivalents and restricted cash include $44,840 and $47,902
of short-term investments at December 31, 2001 and December 31, 2000,
respectively. The 2001 restricted cash is principally cash held as collateral
for outstanding letters of credit with commercial banks.
(E) Inventories
Domestic inventories are valued primarily at the lower of last-in first-out
(LIFO) cost or market. Remaining amounts, primarily foreign, are valued at the
lower of first-in, first-out (FIFO) cost or market.
(F) Property, plant and equipment
The Company carries property, plant and equipment at cost less accumulated
depreciation. Property and equipment additions include acquisition of property
and equipment and costs incurred for computer software purchased for internal
use including related external direct costs of materials and services and
payroll costs for employees directly associated with the project. Depreciation
is computed on the straight-line method over the estimated useful lives of the
assets ranging from 2 to 32 years. Upon retirement or other disposition, cost
and related accumulated depreciation are removed from the accounts, and any
gain or loss is included in results of operations.
(G) Deferred financing costs
Deferred financing costs are amortized on a straight-line basis over the
expected term of the related debt agreement. Amortization of deferred
financing costs is classified as interest expense.
(H) Patents (dollars in thousands)
Patents are amortized on the straight-line method over an estimated average
useful life of ten years. Patent defense costs are capitalized. There were no
capitalized patent defense costs at December 31, 2001.
Patent defense costs of $7,850 were written off at the time of the settlement
of certain patent litigation in 2000 (See Note 15).
(I) Long-lived assets
The Company continues to evaluate the recoverability of long-lived assets
including property, plant and equipment and patents. Impairments are
recognized when the expected undiscounted future operating cash flows
derived from long-lived assets are less than their carrying value. If
impairment is identified, valuation techniques deemed appropriate under the
particular circumstances will be used to determine the asset's fair value.
The loss will be measured based on the excess of carrying value over the
determined fair value. The review for impairment is performed at least once
a year.
(J) Accounts Payable (dollars in thousands)
The Company's cash management system provides for the daily replenishment of
its bank accounts for check-clearing requirements. The outstanding check
balances of $721 and $2,114 at December 31, 2001 and December 31, 2000,
respectively, are not deducted from cash but are reflected in accounts
payable in the consolidated balance sheets.
(K) Pensions and other postretirement benefits
The North American operations of Viskase and the Company's operations in
Europe have defined benefit retirement plans covering substantially all
salaried and full time hourly employees. Pension cost is computed using
the projected unit credit method. The Company's funding policy is
consistent with funding requirements of the applicable federal and foreign
laws and regulations.
The North American operations of Viskase have postretirement health care and
life insurance benefits. The Company accrues for the accumulated
postretirement benefit obligation that represents the actuarial present
value of the anticipated benefits. Measurement is based on assumptions
regarding such items as the expected cost of providing future benefits and
any cost sharing provisions.
(L) Income taxes
Deferred tax assets and liabilities are measured using enacted tax laws and
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities due to a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, the amounts of any future tax benefits are reduced by a valuation
allowance to the extent such benefits are not expected to be realized on a
more likely than not basis.
(M) Net (loss) per share
Net (loss) per share of common stock is based upon the weighted average
number of shares of common stock outstanding during the year. No effect has
been given to options outstanding under the Company's stock option plan, as
their effect is anti-dilutive.
(N) Other comprehensive income
Comprehensive income includes all other non-shareholder changes in equity.
As of December 31, 2001, changes in other comprehensive income primarily
resulted from changes in foreign currency translation adjustments and on a
minimum pension liability adjustment.
(O) Revenue recognition
Substantially all of the Company's revenues are recognized at the time
products are shipped to customers, under F.O.B. Shipping Point and F.O.B.
Port Terms. Revenues are net of any discounts and allowances. The Company
records all related shipping and handling costs as a component of cost of
goods sold. The SEC's SAB No. 101, "Revenue Recognition in Financial
Statements", provides guidance on the application of generally accepted
accounting principles to selected revenue recognition issues. The Company's
revenue recognition policy is in accordance with generally accepted
accounting principles and SAB No. 101.
(P) Futures contracts
The Company purchases gas futures contracts to lock in set rates on gas
purchases. The Company uses this strategy to minimize its exposure to
volatility in natural gas. These products are not linked to specific assets
and liabilities that appear on the balance sheet or to a forecasted
transaction and, therefore, do not qualify for hedge accounting. As such,
the loss on the change in fair value of the futures contracts was recorded
in other expense and not material for disclosure.
(Q) Stock-based compensation
SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but does
not require, companies to recognize compensation expense for grants of stock,
stock options and other equity instruments to employees based on new fair
value accounting rules. Although expense recognition for employee stock-
based compensation is not mandatory, SFAS 123 requires companies that choose
not to adopt the new fair value accounting to disclose pro forma net income
and earnings per share under the new method. The Company has not adopted fair
value accounting, and, accordingly, no compensation cost has been recognized
for employee stock-based compensation. The Company has complied with the
disclosure requirements of SFAS 123 (see Note 19).
(R) Accounting standards
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations". This statement addresses financial accounting
and reporting for business combinations and supersedes APB Opinion No. 16,
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises". The provisions of
this statement apply to all business combinations initiated after June 30,
2001. Management believes that adoption of Statement 141 will not have a
material effect on the Company's financial statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets". This Statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and supersedes APB Opinion No. 17, "Intangible Assets". The provisions
of this Statement are required to be applied starting with fiscal years
beginning after December 15, 2001. Management believes that adoption of
Statement 142 will not have a material effect on the Company's financial
statements.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations". The statement applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees.
The provisions of this statement are required to be applied for fiscal years
beginning after June 15, 2002. Management believes that adoption of Statement
143 will not have a material effect on the Company's financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets."
This statement supersedes FASB Statement 121. This statement addresses
financial accounting and reporting for long-lived assets impaired and disposed
of by sale. The provisions of this statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001.
Management believes that adoption of Statement No. 144 will not have a
material effect on the Company's financial statements.
3. RECEIVABLES (dollars in thousands)
Receivables consisted primarily of trade accounts receivable and were net of
allowances for doubtful accounts of $1,470 and $1,675 at December 31, 2001
and December 31, 2000, respectively.
Viskase Companies, Inc. has a broad base of customers, with no single
customer accounting for more than 6% of sales.
4. INVENTORIES (dollars in thousands)
Inventories consisted of:
2001 2000
------ ------
Raw materials $ 3,173 $ 2,867
Work in process 13,131 17,827
Finished products 12,760 18,711
-------- --------
$29,064 $39,405
======== ========
Approximately 54% and 56% of the Company's inventories at December 31, 2001,
and December 31, 2000, respectively, were valued at LIFO. At December 31,
2001 and December 31, 2000 the LIFO values exceeded current manufacturing
cost by approximately $799 and $4,521, respectively. During 2001, the Company
wrote down $3,612 of LIFO inventories to its lower of cost or market value.
The charge is included in cost of sales. Inventories were net of reserves for
obsolete and slow moving inventory of $2,816 and $5,029 at December 31, 2001
and December 31, 2000, respectively.
5. PROPERTY, PLANT AND EQUIPMENT (dollars in thousands)
2001 2000
------ -------
Property, plant and equipment:
Land and improvements $ 4,468 $ 4,925
Buildings and improvements 26,242 32,159
Machinery and equipment 111,193 109,490
Construction in progress 2,797 4,599
Capital leases:
Machinery and equipment 88,937 88,937
-------- --------
$233,637 $240,110
======== ========
Capitalized interest in 2001, 2000, and 1999 totaled $290, $443, and $3,206,
respectively. Maintenance and repairs charged to costs and expenses for 2001,
2000, and 1999, aggregated $12,789, $22,836, and $25,070, respectively. The
decrease in maintenance and repairs expense is due to the sale of the Films
Business in August of 2000. Depreciation is computed on the straight-line
method over the estimated useful lives of the assets. Estimated useful lives
of land and improvements range from 15 to 30 years; building and improvements
range from 10 to 32 years; and machinery and equipment, including capital
leases, range from 2 to 15 years.
Land and buildings include property held for sale. The properties have a net
book value of $4,678 and $9,424 at December 31, 2001 and December 31, 2000,
respectively.
6. OTHER ASSETS (dollars in thousands)
2001 2000
------- -------
Patents $20,000 $20,000
Less accumulated amortization 16,000 14,000
------- -------
Patents, net 4,000 6,000
Miscellaneous 5,014 620
------- -------
$ 9,014 $ 6,620
======= =======
Patents are amortized on the straight-line method over an estimated average
useful life of ten years. Included in the 2001 miscellaneous is an income
tax refund receivable in the amount of $3,949.
7. ACCRUED LIABILITIES (dollars in thousands)
Accrued liabilities were comprised of:
2001 2000
------ ------
Compensation and employee benefits $10,668 $19,715
Taxes 3,070 8,255
Accrued volume and sales discounts 2,124 2,097
Restructuring (see Note 11) 15,094 27,138
Accrued Interest 9,821 1,646
Other 7,426 14,458
------- -------
$48,203 $73,309
======= =======
8. DEBT OBLIGATIONS (dollars in thousands)
Outstanding short-term and long-term debt consisted of:
2001 2000
------ -------
Short-term debt, current maturity of long-term
debt and capital lease obligations:
Viskase Capital Lease Obligation $ 72,855 $ 8,750
10.25% Senior Notes due 2001 163,060 191,703
Other 144 223
-------- --------
Total short-term debt $236,059 $200,676
======== ========
Long-term debt:
Viskase Capital Lease Obligation $ $ 72,855
Other 194 328
-------- --------
Total long-term debt $ 194 $ 73,183
======== ========
10.25% Notes
The Company's cash flows from operations were insufficient to pay the 10.25%
Notes when they matured on December 1, 2001, and accordingly the Company did
not pay the $163.1 million principal and $8.4 million interest that became
due at that time. In September 2001, certain of the holders of the 10.25%
Notes formed a committee (Committee) to participate in the development of a
plan to restructure the Company's capital structure and address its future
cash flow needs (Restructuring). No assurances can be given that an agreement
will be reached with the Committee or what the terms of any such agreement
would be. The Company believes that the likely result of the Restructuring or
any other restructuring of the Company's capital structure would be the
substantial dilution or effective elimination of the current common stock of
the Company. The Committee retained legal counsel, the fees and expenses of
which are being paid by the Company, and the Company and the Committee are
engaged in negotiations with respect to the Restructuring.
The Company believes, after consultation with its advisors, that it would be
in the best interest of the Company to enter into a consensual (prepackaged)
plan of restructuring, agreed to by GECC and the Committee, that would be
implemented in accordance with Chapter 11 of the United States Bankruptcy
Code. The Company believes that this form of restructuring can be
consummated more quickly and with less disruption than a Chapter 11 filing
without any agreement with its creditors. If the Company is unable to reach
an agreement with its creditors, the Company will be required to file under
Chapter 11 to reorganize its capital structure. The Company expects that
during the pendency of a Chapter 11 case it will operate in the ordinary
course with respect to its customers, suppliers and employees.
The 10.25% Note Indenture contains covenants with respect to Viskase
Companies, Inc. and its subsidiaries limiting (subject to a number of
important qualifications), among other things, (i) the ability to pay
dividends on or redeem or repurchase capital stock, (ii) the incurrence of
indebtedness, (iii) certain affiliate transactions and (iv) the ability of
the Company to consolidate with or merge with or into another entity or to
dispose of substantially all its assets.
The Company has from time to time purchased 10.25% Notes in open market or
privately negotiated transactions, with the effect that as of December 31,
2001 there was $163.1 million principal amount of 10.25% Notes outstanding,
net of repurchase. The Company recognized an $8.1 million gain on the
repurchase of the 10.25% Notes during the year ended December 31, 2001.
Letter of Credit Facility
Letters of credit in the amount of $25.8 million were outstanding under a
letter of credit facility with commercial banks, and were cash collateralized
at December 31, 2001.
The Company finances its working capital needs through a combination of
internally generated cash from operations and cash on hand.
The Company anticipates that it will enter into a new revolving credit
facility to meet its working capital and letter of credit requirements during
2002.
GECC
Under the terms of an April 13, 2000 Agreement and Amendment with GECC, the
Company agreed to amend the amortization schedule of annual lease payments,
maintain a letter of credit in the amount of $23.5 million at all times, limit
additional borrowings and provide a subordinated security interest
collateralized by the Collateral Pool. Holders of the Senior Secured Credit
Facility and the Junior Term Loans consented to the payment extensions and
the subordinated security interest granted to GECC. The revised amortization
schedule is presented below:
February 28, 2002 $11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,500
On February 28, 2002, the Company paid the scheduled lease payment of $11,749.
GECC, Viskase's equipment lessor has agreed, subject to certain conditions,
not to accelerate payment of amounts due because of any default or event of
default under any of the lease documents arising from (i) Viskase's late
payment of the basic rent payment due on November 1, 2001 or the late
reinstatement of the rent letter of credit, (ii) Viskase's failure to meet
the Fixed Charge Coverage Ratio for the fiscal quarters ending on September
30, 2001 and December 31, 2001, (iii) Viskase's failure to deliver any
documents required to be delivered, (iv) the failure by the Company to pay
the 10.25% Notes at maturity and (v) the Company becoming a debtor under
Chapter 11 of the Bankruptcy Code; provided, however, that the waiver granted
pursuant to the foregoing clause (v) shall be rescinded if the Company shall
be a debtor under Chapter 11 of the Bankruptcy Code on or after June 30, 2002.
Furthermore, GECC agreed to forbear until June 30, 2002 from exercising its
rights and remedies under the lease for failure to meet the Fixed Charge
Coverage Ratio for the fiscal quarter ending on March 31, 2002. There is no
agreement with GECC to extend the forbearance beyond June 30, 2002, and the
Company can make no assurance that any extension will be received.
The following is a schedule of minimum future lease payments under the GECC
capital lease obligations together with the present value of the net minimum
lease payments as of December 31, 2001:
Year ending December
2002 $11,749
2003 23,499
2004 23,499
2005 23,500
-------
Net minimum lease payments 82,247
Less: Amount representing interest (9,392)
-------
$72,855
=======
Other
The fair value of the Company's debt obligation (excluding capital lease
obligations) is estimated based upon the quoted market prices for the same
or similar issues or on the current rates offered to the Company for the
debt of the same remaining maturities. At December 31, 2001, the carrying
amount and estimated fair value of debt obligations (excluding capital lease
obligations) were $163.1 million and $45.7 million respectively.
There were no short-term borrowings in 2001.
Aggregate maturities of debt for each of the next five years are:
GECC (1) Other Total
-------- ----- ---------
2002 $ 8,749 $144 $ 8,893
2003 19,306 128 19,434
2004 21,300 21,300
2005 23,500 23,500
2006
Thereafter 66 66
------- ---- -------
Total $72,855 $338 $73,193
======= ==== ========
(1) The GECC capital lease obligations were classified as current in the
financial statements due to covenant restrictions. However, the lease
payment maturities above conform to contractual payments under the lease.
9. OPERATING LEASES (dollars in thousands)
The Company has operating lease agreements for machinery, equipment and
facilities. The majority of the facilities leases require the Company to pay
maintenance, insurance and real estate taxes.
Future minimum lease payments for operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of December 31,
2001, are:
2002 $ 1,739
2003 1,587
2004 1,477
2005 1,356
2006 1,371
Total thereafter 3,669
-------
Total minimum lease payments $11,199
=======
Total rent expense during 2001, 2000, and 1999 amounted to $1,682, $2,122,
and $2,561, respectively.
10. RETIREMENT PLANS
The Company and its subsidiaries have defined contribution and defined
benefit plans varying by country and subsidiary.
At December 31, 2001, the North American operations of Viskase maintained
several non-contributory defined benefit retirement plans. The Viskase plans
cover substantially all salaried and full-time hourly employees, and benefits
are based on final average compensation and years of credited service. The
Company's policy is to fund the minimum actuarially computed annual
contribution required under the Employee Retirement Income Security Act of
1974 (ERISA).
As of the date that the Company acquired the Viskase subsidiaries, the former
owner of the Viskase operations assumed the liability for the accumulated
benefit obligation under its plans. The effect of expected future compensation
increases on benefits accrued is recorded as a liability on the Company's
consolidated balance sheets.
PENSIONS AND OTHER POSTRETIREMENT BENEFITS PLANS - NORTH AMERICA (dollars in thousands):
Pension Benefits Other Benefits
---------------- --------------
2001 2000 2001 2000
------ ------ ------ ------
ACCUMULATED BENEFIT OBLIGATION (ABO) $ 93,215 $ 83,022
CHANGE IN BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $103,641 $108,239 $41,404 $41,866
Adjustment to actual (3) (10,492) (3,139)
Service cost 1,806 2,888 762 971
Interest cost 7,347 7,347 3,021 3,106
Actuarial losses (gain) 1,946 2,772 1,458 5,100
Benefits paid (7,136) (5,814) (1,877) (1,361)
Effect of special termination benefits 4,732
Effect of settlement/curtailments (5,849) (5,059)
Translation (350) (182) (153) (80)
-------- -------- ------- -------
Estimated benefit obligation at end of year $107,251 $103,641 $44,615 $41,404
======== ======== ======= =======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 98,687 $ 92,413 $ $
Adjustment to actual (1,317)
Actual return on plan assets (6,308) 3,671
Employer contribution 4,162 9,939 1,877 1,361
Benefits paid (7,136) (5,814) (1,877) (1,361)
Translation (347) (205)
--------- --------- ------- -------
Estimated fair value of plan assets at end of year $ 89,058 $ 98,687 $ 0 $ 0
========= ======== ======= =======
RECONCILIATION OF ACCRUED BENEFIT COST, AT YEAR END
Funded status $ (18,193) $ (4,954) $(44,615) $(41,404)
Unrecognized actuarial (gain) loss
Unrecognized net pension obligation
Unrecognized net (gain) loss 13,117 (3,673) 5,118 3,796
Unrecognized prior service cost 499 566
--------- -------- -------- --------
Accrued benefit cost (4,577) $ (8,061) $(39,497) $(37,608)
$======== ======== ======== ========
AMOUNTS RECOGNIZED IN STATEMENT OF
FINANCIAL POSITION
Prepaid benefit cost
Accrued benefit liability $ (10,134) $ (8,205)
Intangible asset 385 144
Accumulated other comprehensive income 5,172
--------- --------
Net amount recognized $ (4,577) $ (8,061)
========= ========
The change in benefit obligation and change in plan assets ending balances are
based on estimates and are retroactively adjusted to actual.
Pension Benefits Other Benefits
---------------- --------------
2001 2000 2001 2000
------ ------ ------ ------
WEIGHTED AVERAGE ASSUMPTIONS
AS OF END OF YEAR
Discount rate 7.22% 7.50% 7.23% 7.46%
Expected return on plan assets 8.81% 9.00%
Rate of compensation increase 4.25% 4.25%
For measurement purposes, an 8.0% and 11% annual rate of increase in the per
capita cost of covered health care benefits was assumed in 2001 for the U.S.
and Canadian plans, respectively. The rates were assumed to decrease gradually
to 6.5% and 5.0% in 2005 and remain at that level thereafter for the U.S. and
Canadian plans, respectively.
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $1,806 $2,888 $ 762 $ 971
Interest cost 7,347 7,347 3,021 3,106
Expected return on plan assets (8,627) (8,541)
Amortization of net pension obligation 33
Amortization of prior service cost 67 126 53
Amortization of actuarial (gain) loss 91 (119) 136 443
------ ------ ------ ------
Net periodic benefit cost 684 1,734 3,919 4,573
FAS No. 88 curtailment (gain) loss (950) 597
------ ------ ------ ------
Total net periodic benefit cost $ 684 $ 784 $3,919 $5,170
====== ====== ====== ======
The Films Business was sold effective August 31, 2000. The sale reduced the
number of employees covered under the plan and eliminated future accruals for
this group, and thus was reflected as a curtailment under FAS No. 88.
Assumed healthcare cost trend rates have a significant effect on the amounts
reported for healthcare plans. A one-percentage point change in assumed
healthcare cost trend rates would have the following effects:
Effect of 1% change in medical trend cost
Based on a 1% increase
Change in accumulated postretirement benefit obligation $2,018
Change in service cost and interest 162
Based on a 1% decrease
Change in accumulated postretirement benefit obligation $(2,311)
Change in service cost and interest (190)
SAVINGS PLANS (dollars in thousands):
The Company also has defined contribution savings and similar plans, which
vary by subsidiary, and, accordingly, are available to substantially all
full-time United States employees not covered by collective bargaining
agreements. The defined contribution savings plans allow employees to
choose among various investment alternatives. The Company's aggregate
contributions to these plans are based on eligible employee contributions
and certain other factors. The Company expense for these plans was $762,
$1,158, and $1,348, in 2001, 2000, and 1999, respectively.
INTERNATIONAL PLANS (dollars in thousands):
The Company maintains various pension and statutory separation pay plans for
its European employees. The expense for these plans in 2001, 2000, and 1999,
was $301, $202, and $1,402, respectively. As of their most recent valuation
dates, in plans where vested benefits exceeded plan assets, the actuarially
computed value of vested benefits exceeded those plans' assets by
approximately $2,281.
EMPLOYEE RELATIONS
The Company maintains productive and amicable relationships with its
approximately 1,400 employees worldwide. One of Viskase's domestic plants,
located in Loudon, Tennessee, is unionized, and all of its European plants
have unions. Employees at the Company's European plants are unionized with
negotiations occurring at both local and national levels. Based on past
experience and current conditions, the Company does not expect a protracted
work stoppage to occur stemming from union activities; however, national
events outside of the Company's control may give rise to such risk. Unions
represent approximately 525 of Viskase's 1,400 employees.
As of December 31, 2001, approximately 340 of the Company's employees are
covered by collective bargaining agreements that will expire within one year.
11. RESTRUCTURING CHARGES
During 2000, the Company committed to a restructuring plan to refocus its
remaining business. The Company charged $55.8 million to writedown building
and equipment to net realizable value. The restructuring actions, which were
implemented to reduce the Company's fixed cost structure resulted in a before
tax charge to continuing operations of $94.9 million consisting of:
Year
2000 Write- Other Ending
Charge Payments down Adjustments 2000
------ -------- ----- ----------- ------
Employee costs $13.4 $(2.1) $(0.1) $11.2
Write-down of building and equipment 13.4 $(13.4)
Nucel(r) building and equipment 42.4 (42.4)
Nucel(r) other 24.2 (3.0) (5.9) 15.3
Decommissioning 2.3 (0.1) (1.6) 0.6
----- ----- ------ ----- -----
Subtotal $95.7 $(5.2) $(55.8) $(7.6) $27.1
===== ====== ===== =====
Reversal of excess reserve (.8)
-----
RESTRUCTURING CHARGE $94.9
=====
The following table provides details of the 2000 restructuring reserve for the
year ended December 31, 2001:
Restructuring Restructuring
Reserve as of Other Reserve as of
December 31, 2000 Payments Adjustments December 31, 2001
----------------- -------- ----------- -----------------
Employee costs $11.2 $(9.8) $(.4) $ 1.0
Nucel(r) and other 15.3 (1.6) .1 13.8
Decommissioning .6 (.3) .0 .3
----- ------ ---- -----
Total restructuring reserve $27.1 $(11.7) $(.3) $15.1
===== ====== ==== =====
Approximately 15% of the Company's worldwide workforce was laid off due to the
2000 restructuring plan.
The Nucel(r) third party license fee payments are estimated at $2.4 million,
$2.4 million, $2.6 million, $3.2 million and $3.2 million for the next five
years and are reserved for in the 2000 restructuring reserve.
During 2001, the Company incurred a restructuring charge of $4.8 million for
the write-down of facilities held for sale.
12. DISCONTINUED OPERATIONS (dollars in thousands)
On January 17, 2000, the Company's Board of Directors announced its intent to
sell the Company's plastic barrier and non-barrier shrink Films Business. The
sale of the Films Business was completed on August 31, 2000. The aggregate
proceeds of approximately $255,000, including a Working Capital Adjustment
of $10,300, were used to retire debt, pay GECC and for general corporate
purposes. The Company recognized a net gain in the amount of $3,189 in 2001
and $68,185 in 2000. The business sold included production facilities in the
United States, United Kingdom, and Brazil. In conjunction with the sale of
the Films Business, the Company shut down its oriented polypropylene (OPP)
films business located in Newton Aycliffe, England and the films operation
in Canada; the costs of these are included in the business discontinuance.
The operating results of the Films Business have been segregated from
continuing operations and reported as a separate line item on the income
statement under the heading Discontinued Operations.
Operating results from discontinued operations for 2000 and 1999 are:
Years Ended December 31
-----------------------
2000 1999
------ ------
Net sales $110,017 $159,886
Costs and expenses
Cost of sales 83,502 127,075
Selling, general and administrative 19,096 29,210
Amortization of intangibles 2,000 3,000
-------- --------
Operating income 5,419 601
Interest income 19 175
Interest expense 98 154
Other expense 1,608 3,321
-------- --------
Income (loss) from discontinued
operations before taxes 3,732 (2,699)
Income tax provision (benefit) 297 (868)
-------- --------
Net income (loss) from discontinued
operations $ 3,435 $ (1,831)
======== ========
13. INCOME TAXES (dollars in thousands)
2001 2000 1999
------ ------ ------
Pre-tax income from continuing operations
consisted of:
Domestic $(28,353) $(70,065) $(29,232)
Foreign (11,869) (25,174) (2,885)
-------- -------- --------
Total $(40,222) $(95,239) $(32,117)
======== ======== ========
The provision (benefit) for income taxes from continuing operations consisted
of:
2001 2000 1999
------ ------ ------
Current:
Federal
Foreign $ (2,810) $728 $ 5,090
State 138
-------- ---- -------
Total current (2,672) 728 5,090
Deferred:
Federal (1,906)
Foreign (698) (4,898)
State (476)
-------- ---- -------
Total deferred (698) (7,280)
-------- ---- -------
Total $ (3,370) $728 $(2,190)
======== ==== =======
The total provision (benefit) for income taxes was allocated to the following
categories:
2001 2000 1999
------ ------ ------
Continuing operations $(3,370) $ 728 $(2,190)
Income (loss) from discontinued operations 297 (868)
Gain on sale from discontinued operations 6,633
Extraordinary gain 633
------- ------ -------
Total income tax provision (benefit) $(3,370) $8,291 $(3,058)
======= ====== =======
A reconciliation from the statutory federal tax rate to the effective tax rate
for continuing operations follows:
2001 2000 1999
------ ------ ------
Statutory federal tax rate 35.00% 35.00% 35.00%
Increase (decrease) in tax rate due to:
State and local taxes net of
related federal tax benefit (.34) .89
Net effect of taxes relating to
foreign operations (1.61) (10.02) (6.73)
Reversal of overaccrued taxes (25.74) 7.97
Valuation allowance changes and other (24.67) (28.35)
------ ------ ------
Effective tax rate from continuing operations 8.38% (.76)% 8.78%
====== ===== =====
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities for 2001 and 2000 are as
follows:
Year 2001
------------------------------------------------------
Temporary Difference Tax Effected
------------------------ ---------------------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------ ----------- ------------ ------------
Depreciation basis differences $ $ 65,954 $ $ 25,722
Inventory basis differences 4,110 1,603
Intangible basis differences 4,000 1,560
Lease transaction 72,855 28,413
Pension and healthcare 42,262 16,482
Employee benefits accruals 5,715 2,229
Loss and other carryforwards 26,175 10,208
AMT carryover 15,877 5,557
2000 Restructuring Reserve 42,123 16,428
Self insurance accruals and reserves 1,434 559
Other accruals and reserves 15 6
Foreign exchange and other 25,088 9,784
Valuation allowances 174,202 67,939
-------- -------- ------- --------
$206,456 $273,354 $79,882 $106,608
======== ======== ======= ========
Year 2000
------------------------------------------------------
Temporary Difference Tax Effected
------------------------- --------------------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------ ----------- ------------ ------------
Depreciation basis differences $ 85,622 $ 33,393
Inventory basis differences 8,684 3,387
Intangible basis differences 6,000 2,340
Lease transaction $81,604 $31,826
Pension and healthcare 48,971 19,099
Employee benefits accruals 6,390 2,492
AMT carryover 15,300 5,967
2000 restructuring reserve 74,041 28,876
Other accruals and reserves 15 5
Foreign exchange and other 24,047 9,378
Valuation allowances 168,462 65,700
-------- -------- ------- --------
$226,321 $292,815 $88,265 $114,198
======== ======== ======= ========
At December 31, 2001, the Company had federal income tax net operating loss
carryforwards of approximately $26,175 which had been substantially offset by
a valuation allowance. In addition, at December 31, 2001 and December 31,
2000, the Company had alternative minimum tax credit carryforwards of $5,557
and $5,967, respectively. Alternative minimum tax credits have an indefinite
carryforward period. Significant limitations on the utilization of the net
operating loss carryforwards and the alternative minimum tax credit
carryforwards exist under federal income tax rules.
The Company joins in filing a United States consolidated federal income tax
return including all of its domestic subsidiaries.
14. COMMITMENTS (dollars in thousands)
As of December 31, 2001, the Company had capital expenditure commitments
outstanding of approximately $642.
15. PATENT INFRINGEMENT SETTLEMENT INCOME (dollars in thousands)
In late 1993, Viskase commenced a legal action against ANC in Federal District
Court for the Northern District of Illinois, Eastern Division, 93C7651 (ANC
Litigation). Viskase claimed that ANC's use of two different very low density
polyethylene plastic resins in the manufacture of ANC's multi-layer barrier
shrink film products was infringing various Viskase patents relating to
multi-layer barrier plastic films used for fresh red meat, processed meat
and poultry product applications. In November 1996, after a three-week trial,
a jury found that ANC had willfully infringed Viskase's patents and awarded
Viskase $102,400 in compensatory damages. The Court also entered an order
permanently enjoining ANC from making or selling infringing products.
On September 29, 2000, the Company and Viskase entered into a Settlement and
License Agreement (Agreement) with ANC, Pechiney Plastic Packaging, Inc. and
Pechiney Emballage Flexible Europe (collectively, "Pechiney") resolving
the ANC Litigation. Pursuant to the Agreement, Viskase received a
payment of $54,750 on October 2, 2000. In addition, an additional payment
of $60,250 would have been made to Viskase if the United States Court of
Appeals for the Federal Circuit had affirmed the monetary award in its
entirety in the ANC Litigation. The Company recorded $54,750 as patent
infringement settlement income during the third quarter 2000 and expensed
$7,850 patent defense costs.
On July 31, 2001, the Court of Appeals affirmed the lower court's decision
in part, reversed the decision in part and remanded the case back to the
District Court for the Northern District of Illinois. Under the Agreement,
Viskase Corporation was paid $54,750 in settlement and agreed not to
pursue the patent litigation further if the monetary damages award was not
affirmed in its entirety. Because the monetary damages were not affirmed in
its entirety, Viskase Corporation will not receive any additional payments
under the agreement and no further legal proceedings will take place. The
patents, which were the subject of the ANC Litigation, were part of the
Company's Films Business which was sold in August 2000.
16. CONTINGENCIES
In 1988, Viskase Canada Inc. (Viskase Canada), a subsidiary of the Company,
commenced a lawsuit against Union Carbide Canada Limited and Union Carbide
Corporation in the Ontario Superior Court of Justice, Court File No.:
292270188 seeking damages resulting from Union Carbide's breach of
environmental representations and warranties under the Amended and Restated
Purchase and Sale Agreement, dated January 31, 1986 (Agreement). Pursuant
to the Agreement, Viskase Corporation and various affiliates (including
Viskase Canada) purchased from Union Carbide and Union Carbide Films
Packaging, Inc., its cellulosic casings business and plastic barrier
films business (Business), which purchase included a facility in Lindsay,
Ontario, Canada (Site). Viskase Canada claimed that Union Carbide breached
several representations and warranties and deliberately failed to disclose to
Viskase Canada the existence of contamination on the Site. In 1992, Union
Carbide and Viskase Canada jointly put in place a continuous pumping program
at the Site.
In October 2001, the Canadian Ministry of the Environment (MOE) notified
Viskase Canada that it had evidence to suggest that the Site was a source
of polychlorinated biphenyl (PCB) contamination. Viskase Canada is working
with the MOE in investigating the alleged PCB contamination and developing
and implementing, if appropriate, a remedial plan for the Site. Viskase
Canada has been granted leave to amend its lawsuit against Union Carbide
to allege that any PCB contamination at or around the Site was generated
from Union Carbide's plastics extrusion business, which was operated at the
Site by Union Carbide prior to the purchase of the Business. Union Carbide's
plastics extrusion business was not part of the Business purchased by Viskase
Corporation and its affiliates. Viskase Canada will be asking the court to
require Union Carbide to repurchase the Site from Viskase Canada and award
Viskase Canada damages in excess of $2,000,000 (Canadian). The lawsuit is
still pending and is expected to proceed to trial sometime during fourth
quarter 2002 or first quarter 2003.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase received a subpoena
from the Antitrust Division of the United States Department of Justice
relating to the expansion of the grand jury investigation into the
specialty films industry. Viskase is cooperating fully with the
investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage manufacturer were named in ten virtually identical civil
complaints filed in the United States District Court for the District of
New Jersey by the following plaintiffs: Smith Provision Co., Inc.; Parks
LLC (d/b/a Parks Sausage Company); Real Kosher Sausage Company, Inc.;
Sahlen Packing Co., Inc.; Marathon Enterprises, Inc.; Ventures East, Inc.;
Keniston's, Inc.; Smithfield Foods, Inc.; Clougherty Packing Co.; and
Klement Sausage Co. The District Circuit ordered all of these cases
consolidated in Civil Action No. 99-5195-MLC (D.N.J.). Each complaint
brought on behalf of a purported class of sausage casings customers alleges
that the defendants unlawfully conspired to fix prices and allocate business
in the sausage casings industry. The Company and its subsidiaries have filed
answers to each of these complaints denying liability. In 2001, all of the
consolidated cases were transferred to the United States District Court for
the Northern District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in these and various other
legal proceedings arising out of their business and other environmental
matters, none of which is expected to have a material adverse effect upon
results of operations, cash flows or financial position.
17. CAPITAL STOCK AND PAID IN CAPITAL
Authorized shares of preferred stock ($.01 par value per share) and common
stock ($.01 par value per share) for the Company are 25,000,000 shares and
50,000,000 shares, respectively. A total of 15,317,112 shares of common
stock were issued and outstanding as of December 31, 2001.
A total of 46,723 shares were issued during 2001 for directors' compensation.
The Company issued 116,025 shares of stock to its employees in 2000 to
celebrate its 75-year anniversary. The shares issued have been recorded
at fair market value on the date of grant with a corresponding charge to
stockholders' equity for the unearned portion of the award. The fair market
value at the date of grant was approximately $300 thousand. The unearned
portion is amortized as compensation expense on a straight-line basis over
the related vesting period. Compensation expense related to the plan totaled
$105 thousand and $18 thousand in 2001 and 2000, respectively. The shares
issued under this plan are subject to forfeiture until October 27, 2003.
On June 26, 1996, the Board of Directors adopted a Stockholder Rights Plan
(Plan). Under the Plan, the Board declared a dividend of one Common Stock
Purchase Right (Right) for each outstanding common share of the Company.
Rights were issued to the stockholders of record on June 26, 1996. The
Rights are attached to and automatically trade with the outstanding shares
of the Company's common stock.
Under the plan, if any person acquires 41% or more of the Company's Common
Stock, other than pursuant to a tender or exchange offer for all outstanding
shares of the Company approved by a majority of the independent directors not
affiliated with a 41%-or-more stockholder, after receiving advice from one or
more investment banking firms, each Right not owned by a 41%-or-more
stockholder would automatically, without any further action of the Board of
Directors, be exchanged for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right simultaneous with any person becoming a
41% or more stockholder.
Rights may be redeemed at a price of $0.001 per Right at any time prior to
their expiration on June 26, 2006.
18. EARNINGS PER SHARE (dollars in thousands)
Following are the reconciliations of the numerators and denominators of the
basic and diluted EPS.
Years Ended December 31
-------------------------------
2001 2000 1999
------ ------ ------
Numerator:
Net (loss) available to common stockholders:
From continuing operations $(36,852) $(95,967) $(29,927)
Discontinued operations net of income taxes:
Income (Loss) from discontinued operations 3,435 (1,831)
Gain on disposal 3,189 68,185
-------- -------- --------
Net (loss) before extraordinary item (33,663) (24,347) (31,758)
Extraordinary gain, net of income taxes: 8,137 6,511
-------- -------- --------
Net loss available to common stockholders
for basic and diluted EPS $(25,526) $(17,836) $(31,758)
======== ======== ========
Denominator:
Weighted average shares outstanding
for basic EPS 15,309,616 15,126,670 14,949,965
Effect of dilutive securities
---------- ---------- ----------
Weighted average shares outstanding
for diluted EPS 15,309,616 15,126,670 14,949,965
========== ========== ==========
Common stock equivalents are excluded from the loss-per-share calculations, as
the result is antidilutive.
19. STOCK-BASED COMPENSATION (dollars in thousands)
The Company maintains a stock option plan. The plan provides for the granting
of incentive and nonqualified stock options to employees, officers, and
directors. Stock options have been granted at prices at or above the fair
market value on the date of grant. Options generally vest in three equal
installments beginning one year from the grant date and expire ten years
from the grant date. Non-employee director options, however, vest on the
date of grant. The options are subject to acceleration upon the occurrence
of certain events. Such an acceleration event occurred in March 2001. No
compensation expense resulted from this event.
The Company accounts for these plans under Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations. Accordingly, compensation expense is recognized using the
intrinsic value-based method for options granted under the plans.
Compensation expense associated with these plans has not been recognized
to date in accordance with APB 25. The Company has adopted only the
disclosure provisions required by SFAS No. 123, "Accounting for Stock Based
Compensation."
A summary of the Company's stock option activity during the years ended
December 31, 2001, 2000 and 1999 is presented below:
2001 2000 1999
------------------ ----------------- -----------------
Weighted Weighted Weighted
Average Exercise Average Exercise Average Exercise
Shares Price Shares Price Shares Price
-------- -------- -------- -------- ------- --------
Outstanding at
beginning of year 945,710 $2.83 646,760 $4.19 956,326 $4.57
Granted 7,000 1.78 550,000 1.78 4,000 4.50
Exercised
Forfeited (80,780) 4.35 (251,050) 4.04 (313,566) 5.36
------- -------- --------
Outstanding at
year end 871,930 2.68 945,710 $2.83 646,760 $4.19
======= ======= =======
Options exercisable
at year end 871,930 $2.68 344,389 $4.28 434,075 $4.43
======= ======= =======
Future option grants
available at year end 413,398 339,618 638,568
======= ======= =======
As of December 31, 2001, total stock options outstanding have a weighted-
average remaining contractual life of 7.46 years. The exercise price of
options outstanding as of December 31, 2001 ranged from $1.78 to $7.25.
The weighted average grant date fair value of options granted during years
2001, 2000, and 1999 was $1.68, $1.45, and $3.42, respectively.
Had the Company elected to apply the provisions of SFAS No. 123 regarding
recognition of compensation expense to the extent of the calculated fair
value of compensatory options, reported net loss and loss per share would
have been increased to the following amounts (only options granted in years
1995 and forward are included in the calculation of pro forma net income and
earnings per share):
2001 2000 1999
------ ------ ------
Net (Loss) before extraordinary item $(33,663) $(24,347) $(31,758)
Pro forma net (loss) before extraordinary item (34,178) (24,507) (31,877)
Net (loss) (25,526) (17,836) (31,758)
Pro forma net (loss) (26,041) (17,996) (31,877)
PER SHARE AMOUNTS:
Net (loss) before extraordinary item
- basic and diluted EPS $(2.20) $(1.61) $(2.12)
Pro forma net (loss) before extraordinary item
- basic and diluted EPS (2.23) (1.62) (2.13)
Net (loss) - basic and diluted EPS $(1.67) $(1.18) $(2.12)
Pro forma net (loss) - basic and diluted EPS (1.70) (1.19) (2.13)
The effects of applying SFAS 123 in the above pro forma disclosure are not
likely to be representative of the effects disclosed in future years as SFAS
123 does not apply to grants prior to 1995.
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions: (1)
expected volatility of 181.31% in 2001, 138.8% in 2000, and 91.81% in 1999,
(2) risk-free interest rate equaling the 5-year treasury yield on the grant
date was 4.65% in 2001, 5.69% to 5.97% in 2000, and 5.77% in 1999, and (3)
the expected life of 5 years in 2001, 2000, and 1999. The Company has never
declared dividends, nor does it currently expect to declare dividends in the
foreseeable future.
Pursuant to the employment agreement between the Company and its chief
executive officer, the Company issued 35,000 shares of common stock to its
chief executive officer, which vested on March 27, 1999. The shares issued
under the employment agreement have been recorded at fair market value on the
date of grant with a corresponding charge to stockholders' equity for the
unearned portion of the award. The fair market value per share was $3.50.
The unearned portion was amortized as compensation expense on a straight-
line basis over the related vesting period and included $10 thousand
during 1999.
The Company also has a stock compensation plan for the non-employee
directors of the Company that was approved during fiscal 1996. These
directors may elect to receive director's fees in the form of common stock
of the Company based upon the average market price of the Company's common
stock on the grant date. Under this plan, during 2001, 2000, and 1999, 46,723
shares were issued at $1.38, 44,302 shares were issued at $2.29, and 32,616
shares of stock were issued at $3.65, respectively.
The Company issued shares of stock to its employees to celebrate its 75-year
anniversary. The shares issued have been recorded at fair market value on the
date of grant with a corresponding charge to stockholders' equity for the
unearned portion of the award. The fair market value at the date of grant
is approximately $300 thousand. The unearned portion is amortized as
compensation expense on a straight-line basis over the related vesting
period. Compensation expense related to the plan totaled $105 thousand
in 2001. The shares issued under this plan are subject to forfeiture until
October 27, 2003.
20. COMPREHENSIVE (LOSS) (in thousands)
The following sets forth the components of other comprehensive (loss) income
and the related income tax (benefit) provision:
Years Ended
----------------------------------------
December 31, December 31, December 31,
2001 2000 1999
------------ ------------ ------------
Other comprehensive (loss) income:
Foreign currency translation
Adjustment (1) $ (129) $(2,730) $(1,542)
Less reclassification of foreign currency
translation adjustment for
discontinued operations (2) 2,532
Minimum pension liability adjustment (3) (5,172)
------- ------- -------
Other comprehensive (loss), net of tax $(5,301) $ (198) $(1,542)
======= ======= =======
(1) Net of related tax (benefit) of $0, $(1,746), and $(986) for the years
ended 2001, 2000, and 1999, respectively.
(2) Reclassification adjustment for losses due to sale of Films Business,
included in net (loss) of $4,151, net of related tax provision of
$1,619.
(3) Minimum pension liability adjustment, net of a related tax provision
of $0 in 2001.
21. FAIR VALUE OF FINANCIAL INSTRUMENTS (dollars in thousands)
The following table presents the carrying value and estimated fair value as
of December 31, 2001 of the Company's financial instruments. (Refer to Notes
2 and 8.)
Carrying Estimated
Value Fair Value
-------- ----------
Assets:
Cash and equivalents $ 25,540 $ 25,540
Restricted cash 26,558 26,558
Liabilities:
Long-term debt (excluding capital
lease obligations) $163,126 $ 45,723
22. RESEARCH AND DEVELOPMENT COSTS (dollars in thousands)
Research and development costs from continuing operations are expensed as
incurred and totaled $4,837, $5,474, and $4,211 for 2001, 2000, and 1999,
respectively.
23. RELATED PARTY TRANSACTIONS (dollars in thousands)
During 2001, 2000 and 1999, the Company purchased product in the ordinary
course of business and on arm's-length terms from affiliates of DPK in the
amounts of approximately $377, $444 and $9, respectively. Donald P. Kelly,
a beneficial owner of greater than 5% of the outstanding shares of Common
Stock, and Mr. Gustafson, a beneficial owner of greater than 5% of the
outstanding shares of Common Stock and the Chairman, Chief Executive
Officer and President of the Company, are executive officers and limited
partners of DPK.
During years 2001, 2000, and 1999, Viskase Corporation, a wholly owned
subsidiary of the Company, had sales of $689, $23,229, and $32,577,
respectively, to Cargill, Inc. and its affiliates. The majority of sales
to Cargill, Inc. are related to the Films Business which was sold in
August 2000. Such sales were made in the ordinary course of business.
Gregory R. Page, President and Chief Operating Officer of Cargill, Inc.,
is a director of the Company.
24. BUSINESS SEGMENT INFORMATION AND GEOGRAPHIC
AREA INFORMATION (dollars in thousands)
The Company primarily manufactures and sells cellulosic food casings.
The Company's operations are primarily in North America, South America
and Europe. Intercompany sales and charges (including royalties) have been
reflected as appropriate in the following information. Certain items are
maintained at the Company's corporate headquarters and are not allocated
to the segments. They include most of the Company's debt and related interest
expense and income tax benefits. Other expense for 2001, 2000, and 1999,
includes net foreign exchange transaction (losses) of approximately $(2,309),
$(4,171), and $(5,680), respectively.
Business Segment Information
Years Ended December 31
------------------------
2001 2000 1999
------ ------ ------
Net sales:
Casings - Continuing operations $189,315 $200,142 $225,767
Films - Discontinued operations 110,017 159,886
-------- -------- --------
$189,315 $310,159 $385,653
======== ======== ========
Operating (loss) income:
Casings - Continuing operations $(13,736) $(93,702) $ 15,834
Films - Discontinued operations 5,419 601
-------- -------- --------
$(13,736) $(88,283) $ 16,435
======== ======== ========
Identifiable assets:
Casings - Continuing operations $234,028 $322,364 $313,044
Films - Discontinued operations 146,318 180,774
-------- -------- --------
$234,028 $468,682 $493,818
======== ======== ========
Depreciation and amortization:
Casings - Continuing operations $ 23,125 $ 25,012 $ 26,922
Films - Discontinued operations 9,415 16,750
-------- -------- --------
$ 23,125 $ 34,427 $ 43,672
======== ======== ========
Capital expenditures:
Casings - Continuing operations $ 5,882 $ 12,350 $ 19,181
Films - Discontinued operations 1,385 8,762
-------- -------- --------
$ 5,882 $ 13,735 $ 27,943
======== ======== ========
Geographic Area Information
Years Ended December 31
------------------------
2001 2000 1999
------ ------ ------
Net sales:
North America $128,488 $202,362 $243,826
South America 7,861 25,025 32,523
Europe 70,058 100,885 132,445
Other and eliminations (17,092) (18,113) (23,141)
-------- -------- --------
$189,315 $310,159 $385,653
======== ======== ========
Operating (loss) income:
North America $(10,757) $(74,282) $ 10,065
South America (633) 4,146 4,978
Europe (2,346) (18,228) 1,322
Other and eliminations 81 70
-------- -------- --------
$(13,736) $(88,283) $ 16,435
======== ======== ========
Identifiable assets:
North America $145,002 $326,876 $320,323
South America 9,487 27,526 30,123
Europe 79,539 113,651 142,713
Other and eliminations 629 659
-------- -------- --------
$234,028 $468,682 $493,818
======== ======== ========
Years Ended December 31
------------------------
2001 2000 1999
------ ------ ------
United States export sales:
(reported in North America net sales above)
Asia $11,578 $15,319 $19,901
South and Central America 11,664 14,515 15,005
Other International 4,298 72 94
------- ------- -------
$27,540 $29,906 $35,000
======= ======= =======
The total assets and net assets of foreign businesses were approximately
$95,788 and $37,023, at December 31, 2001.
25. QUARTERLY DATA (unaudited)
Quarterly financial information for 2001 and 2000 is as follows (in thousands,
except for per share amounts):
First Second Third Fourth
2001 Quarter Quarter Quarter Quarter Annual
- ---- ------- ------- ------- ------- --------
Net sales $48,040 $46,503 $48,483 $46,289 $189,315
Gross margin 8,758 8,538 10,843 4,918 33,057
Operating income (loss) (2,663) (2,536) 569 (9,106) (13,736)
Net (loss) (1,040) (7,821) (4,696) (11,969) (25,526)
Net (loss) per share
- basic and diluted (.07) (.51) (.31) (.78) (1.67)
First Second Third Fourth
2000 Quarter Quarter Quarter Quarter Annual
- ---- ------- ------- ------- ------- --------
Net sales $51,770 $51,134 $48,389 $48,849 $200,142
Gross margin 13,065 10,449 11,425 7,643 42,582
Operating income (loss) 1,379 (3,688) (7,501) (83,892) (93,702)
Net income (loss) (8,896) (15,191) 82,109 (75,858) (17,836)
Net income (loss) per share
- basic and diluted (.59) (1.01) 5.43 (4.98) (1.18)
Net (loss) income per share amounts are computed independently for each of
the quarters presented using weighted average shares outstanding during each
quarter. The sum of the quarterly per share amounts in 2000 does not equal the
total for the year because of rounding and stock issuances, as shown on the
Consolidated Statement of Stockholders' Equity.
During the 2001 first and second quarters, the Company recognized a net gain
on early extinguishment of debt of $4,930 and $3,207, respectively.
Additionally, during the second quarter of 2001, the Company recognized a net
gain on disposal of discontinued operations of $3,189.
During the 2001 fourth quarter the Company recognized a $3,612 charge to cost
of sales related to the write-down of Inventories to its lower of cost or
market value. Additionally, the Company recognized a restructuring charge
of $4,766 for the write-down of the Chicago facility.
In 2000, the Company's Board of Directors announced its intention to sell the
Company's plastic barrier and non-barrier shrink Films Business. The sale was
completed on August 31, 2000. As a result, the operating results of the Films
Business have been segregated from continuing operations and reported as a
separate line item on the income statement under the heading discontinued
operations.
In the 2000 second, third and fourth quarters, the Company recognized a
restructuring charge of $2,700, $7,639 and $84,571, respectively (see Note
11). In the third quarter, the Company recognized $54,750 of patent
infringement settlement income. Additionally, $7,850 of patent infringement
litigation expenses were recognized. The patent infringement settlement
income, net of $46,900 was reclassed from the third quarter operating results.
In the fourth quarter, an extraordinary gain on early extinguishment of debt
of $6,511, net of income taxes of $633 or $.43 per share, was recognized.
VISKASE COMPANIES, INC. AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Provision Balance
Beginning Charged to at End
Description of Period Expense Write-offs Recoveries Other(1) of Period
- ----------- ---------- ---------- ---------- ---------- -------- ---------
2001 for the year ended
December 31
Allowance for
doubtful accounts $1,675 $ 425 $ (554) $54 $ (130) $1,470
2000 for the year ended
December 31
Allowance for
doubtful accounts $1,642 $ 433 $ (269) $46 $ (177) $1,675
1999 for the year ended
December 31
Allowance for
doubtful accounts $1,507 $1,239 $(1,097) $33 $ (40) $1,642
2001 for the year ended
December 31
Reserve for obsolete and
slow moving inventories $5,029 $1,150 $(2,029) $ $(1,334) $2,816
2000 for the year ended
December 31
Reserve for obsolete and
slow moving inventories $4,110 $4,032 $(5,076) $ $ 1,963 $5,029
1999 for the year ended
December 31
Reserve for obsolete and
slow moving inventories $3,825 $2,483 $(2,150) $ $ (48) $4,110
(1) Foreign currency translation and the disposition of Films Business.
EXHIBIT 21.1
------------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
The Company has the following subsidiaries, each of which is wholly owned by
the Company or by a wholly owned subsidiary of the Company. Indented names are
subsidiaries of the company under which they are indented.
Envirodyne Subsidiary, Inc. (Delaware)
Envirosonics, Inc. (California)
Viskase Corporation (Pennsylvania)
Viskase Holding Corporation (Delaware)
Viskase Australia Limited (Delaware)
Viskase Brasil Embalagens Ltda. (Brazil)
Viskase Canada Inc. (Ontario)
Viskase Europe Limited (United Kingdom)
Viskase S.A.S. (France)
Viskase GMBH (Germany)
Viskase Holdings Limited (United Kingdom)
Filmco International Limited (United Kingdom)
Viskase Limited (United Kingdom)
Viskase (U.K.) Limited (United Kingdom)
Envirodyne S.A.R.L. (France)
Viskase S.p.A. (Italy)
Viskase Polska SP.ZO.O (Poland)
Viskase Sales Corporation (Delaware)
Viskase Puerto Rico Corporation (Delaware)
Viskase Films, Inc. (Delaware)
WSC Corp. (Delaware)
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the registration
statements on Form S-8 (File Nos. 333-10689 and 333-24033 and 033-63807) of
Viskase Companies, Inc. and Subsidiaries of our report dated March 22, 2002,
relating to the financial statements and financial statement schedule
of Viskase Companies, Inc. and Subsidiaries which appears in this Form 10-K.
Chicago, Illinois
April 1, 2002