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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
December 31, 1995 1-9298
RAYTECH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-1182033
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 512, One Corporate Drive
Shelton, Connecticut 06484
(Address of Principal Executive Office) (Zip Code)
(203) 925-8023
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock - $1.00 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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. / /
Indicate by check mark whether the Registrant (1) has filed all
reports 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 filed requirements for the past 90 days.
Yes X No
As of March 1, 1996, 3,230,080 shares of common stock were outstanding
and the aggregate market value of these shares (based upon the closing
price of these shares on the New York Stock Exchange) on such date
held by non-affiliates was approximately $12.1 million.
Documents Incorporated by Reference
Portions of Registrant's definitive proxy statement pursuant to
Regulation 14A for the 1995 Annual Meeting of Shareholders are
incorporated by reference in Part III.
INDEX TO RAYTECH CORPORATION
1995 FORM 10-K
PART I.
Page
Item 1. Business
(a) General Development of Business .................. 4
(b) Summary of Financial Information ................. 7
(c) Narrative Description of Business ................ 7
Introduction ..................................... 7
Sales Methods .................................... 9
Raw Material Availability ........................ 9
Patents and Trademarks ........................... 9
Competition, Significant Customers and Backlog ... 10
Employees ........................................ 11
Capital Expenditures ............................. 11
Research and Development ......................... 11
Environmental Matters ............................ 11
(d) Financial Information About Foreign Operations ... 11
Item 2. Properties ............................................ 12
Item 3. Legal Proceedings ..................................... 12
Item 4. Submission of Matters to a Vote of Security Holders ... 19
PART II.
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters ......................... 20
Item 6. Selected Financial Data ............................... 21
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................. 22
Item 8. Financial Statements .................................. 31
Item 9. Disagreements on Accounting and Financial Disclosures.. 76
PART III.
Page
Item 10. Directors and Officers of Registrant ................ 76
Item 11. Executive Compensation .............................. 76
Item 12. Security Ownership of Certain Beneficial
Owners and Management ............................. 76
Item 13. Certain Relationships and Related Transactions ...... 76
PART IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................... 76
(a)(1) List of Financial Statements ................ 76
(a)(2) List of Financial Statement Schedules ....... 77
(a)(3) Exhibits .................................... 77
(b) Reports on Form 8-K ......................... 77
(c) Index of Exhibits............................ 77
(d) Index to Consolidated Financial Statements
and Financial Statement Schedules
(reference) ................................. 80
Index to Consolidated Financial Statements and
Financial Statement Schedules................................ 81
Signatures .................................................... 86
Item 1. Business
(a) General Development of Business.
Raytech Corporation was organized in June 1986 as a
Delaware corporation. On October 15, 1986, Raytech became the
public holding company for its subsidiaries, Raymark Corporation
and Raymark Industries, Inc. (jointly referred to as "Raymark").
At the Annual Stockholders' Meeting held in October 1986, the
stockholders voted in favor of the establishment of a new holding
company, Raytech, to serve as the continuing vehicle for public
ownership of Raymark and of other businesses which may be
acquired by Raytech. Pursuant to a plan of merger, the common
stock of Raymark was, on October 15, 1986, the effective date of
the merger, converted on a share for share basis into common
stock of Raytech. Consequently, the stockholders of Raymark
became the stockholders of Raytech. Additionally, each
stockholder was granted a right to purchase a warrant for each
share held. Most of the warrants were sold and the proceeds were
used to cover Raytech's initial capitalization, organizational
and operating expenses. The warrants expired on October 1, 1994.
In 1986, Raytech sought the advice of counsel as to
whether or not newly acquired assets and businesses would be
subject to the asbestos-related claims against Raymark on
theories of successor liability, piercing the corporate veil or
fraudulent conveyance. Counsel advised Raytech that such
determinations were heavily fact-dependent and were dependent
upon how the transactions were ultimately structured and
implemented. Such counsel further advised that, if Raytech made
acquisitions of assets or businesses without the use of Raymark's
assets or credit or made purchases of assets or businesses of
Raymark that, although the case law in the area was still
developing and applicable legal standards may vary considerably
from state to state, it should be possible under existing case
law to acquire such assets or businesses without thereby
subjecting Raytech or such acquired assets or businesses to
liability for the asbestos-related claims of Raymark under the
doctrines of successor liability, piercing the corporate veil or
fraudulent conveyance, so long as Raytech complied with the
principles of (i) paying fair market value, (ii) acquiring
businesses that did not give rise to any asbestos-related or
other claims against Raymark, (iii) permitting Raymark to retain
the proceeds for its ongoing business and creditors, (iv)
entering the transactions in good faith and not to hinder, delay
or defraud creditors, and (v) conducting its affairs independent
of Raymark.
Following the merger, Raytech sought to finance the
acquisition of attractive businesses in industries that utilized
management's operating expertise. In accordance with the stated
purpose and goals of the restructuring, Raytech through its
subsidiaries, and during 1987 purchased the non-asbestos
businesses of Raymark as follows:
1. In October 1987, Raytech Composites, Inc., a wholly-
owned subsidiary of Raytech, acquired certain assets
and assumed certain liabilities of the Wet Clutch
and Brake Division of Raymark for $76.9 million.
The purchase price initially was comprised of $14.9
million cash, $16 million of Raytech stock issuable
in future installments and $46 million of notes.
This acquisition was financed partially through the
sale of Warrants and funds borrowed from a new
lender. A 1991 amendment provided for cash in lieu
of future installments of stock.
2. In November 1987, Raytech acquired the stock of
Raybestos Industrie-Produkte GmbH, a German
subsidiary, from Raymark for $8.2 million. The
purchase price initially was comprised of a DM7
million note, equating to approximately $4.3
million, and DM6.5 million, equating to approxi-
mately $3.9 million, of Raytech stock issuable in
future installments. A 1991 amendment provided for
cash in lieu of future installments of stock.
In the anticipation of such purchases by Raytech,
Raymark retained Duff & Phelps, Inc., nationally-known
independent investment and financial analysts, to determine the
fair market value of certain Raymark assets and businesses
exclusive of all asbestos-related actual and contingent
liabilities or litigation being transferable to the buyer or
buyers. Duff & Phelps, Inc. completed its assigned
responsibilities and provided Raymark with its opinion regarding
the current fair market value of the assets and businesses of
Raymark reflecting the assumption that no actual or contingent
liabilities arising from asbestos-related liabilities or
litigation could be transferred to prospective purchasers. In
addition, Raymark retained Dean Witter Reynolds, Inc. as its
investment banker for purposes of exercising its efforts to
obtain bids for the purchase of certain of its assets and
businesses and to otherwise advise and assist in the sale and
divestiture thereof. These processes were the basis for
determining the purchase prices.
As part of the continuing restructuring of Raytech
and in order to attempt to alleviate itself of the substantial
asbestos-related liabilities and litigation surrounding Raymark,
management, believing it to be in the best interest of Raytech,
recommended to the Board of Directors the sale of Raymark stock.
The sale was approved by the Raytech Board of Directors subject
to shareholder approval. In May 1988 following shareholder
approval, Raytech sold all of the Raymark stock to Asbestos
Litigation Management, Inc. ("ALM"), thereby divesting itself of
Raymark. Consideration received for the Raymark stock consisted
of $50 cash paid at the closing and a 7-l/2% $950 promissory note
to be paid in six equal annual installments beginning one year
after the closing with interest payable annually. ALM was a
wholly-owned subsidiary of Litigation Control Corporation
("LCC"). At the time of the said sale and purchase, LCC was 60%
beneficially owned by Craig R. Smith, President and Chief
Executive Officer of Raytech (15% through his son, Bradley C.
Smith). The basis for determining the purchase price of the
stock was negotiations between the parties but was affected by
Raymark's substantial asbestos-related liabilities.
Despite the restructuring plan implementation and
subsequent divestiture of Raymark, Raytech has been named a co-
defendant with Raymark and other named defendants in
approximately 3,300 asbestos-related lawsuits as a successor in
liability to Raymark. Until February 1989, the defense of all
such lawsuits was provided to Raytech by Raymark in accordance
with an indemnification agreement included as a condition of the
purchase of the Wet Clutch and Brake Division and the German
subsidiary from Raymark in 1987. In February 1989, an
involuntary petition for bankruptcy was filed against Raymark and
remains pending. Subsequent to the bankruptcy proceedings
against Raymark, a restrictive funding order was issued by an
Illinois Circuit Court which required one of Raymark's insurance
carriers to pay claims but not defense costs and another
insurance carrier had been declared insolvent. These
circumstances caused Raymark to be unable to fund the costs of
defense to Raytech under its indemnification agreement. (For a
discussion regarding Raymark's insurance, refer to Item 3. Legal
Proceedings, third paragraph herein.) With the loss of
indemnification from Raymark, the defense of such lawsuits
shifted directly to Raytech as it had no insurance providing
coverage for asbestos-related liabilities. As a result of the
above factors and in order to obtain a ruling binding across all
jurisdictions on whether Raytech is liable as a successor for
asbestos-related and other claims including claims yet to be
filed relating to the operations of Raymark or Raymark's
predecessors, in March 1989 Raytech filed a petition seeking
relief under Chapter 11 of Title 11, United States Code in the
United States Bankruptcy Court, District of Connecticut. Under
Chapter 11, substantially all litigation against Raytech has been
stayed while the debtor corporation and its non-filed operating
subsidiaries continue to operate their businesses in the ordinary
course under the same management and without disruption to
employees, customers or suppliers. The bankruptcy proceedings
have imposed little or no limitation to the manufacturing and
selling of products and other day-to-day operations of the
businesses.
In an asbestos-related personal injury case decided
in October 1988 in a U.S. District Court in Oregon, Raytech was
ruled under Oregon equity law to be a successor to Raymark's
asbestos-related liability. The successor ruling was appealed by
Raytech and in October 1992, the Ninth Circuit Court of Appeals
affirmed the District Court's judgment on the grounds stated in
the District Court's opinion. The effect of this decision
extends beyond the Oregon District due to a 1995 Third Circuit
Court of Appeals decision in a related case wherein Raytech was
collaterally estopped (precluded) from relitigating the issue of
its successor liability for Raymark's asbestos-related
liabilities and a petition for a writ of certiorari was denied by
the U.S. Supreme Court in October 1995. (For a further
discussion regarding this liability, refer to Item 3. Legal
Proceedings herein.)
In June 1992, Raybestos Reibbelag GmbH, a newly
established German subsidiary of the Company, acquired all of the
inventories, intangible assets and business of Ferodo Beral GmbH
located in Morbach, Germany. Simultaneously, Raytech Composites,
Inc., also a subsidiary of the Company, acquired all of the land,
buildings, machinery and equipment of Ferodo Beral GmbH located
in Morbach, Germany, which are leased to Raybestos Reibbelag
GmbH. The purchased assets are used primarily to produce clutch
facings for the automotive industry and other friction material
related industrial products. In October 1993, Raybestos
Reibbelag GmbH was merged into Raybestos Industrie-Produkte GmbH,
the Company's long-established subsidiary, and the operations
were consolidated at the Morbach, Germany, location during 1994.
Simultaneously, certain assets were shifted to a new subsidiary
in Liverpool, England, Raybestos U.K. Ltd., to produce friction
products operating in an oil emersed environment.
Barring an unforeseen downturn in business and
assuming that the reorganization plan filed by Raytech to limit
its legal responsibility for Raymark's asbestos-related and other
liabilities will be confirmed in the bankruptcy proceedings,
Raytech believes it will generate sufficient cash flow to satisfy
1996 debt maturities, working capital and capital spending needs.
However, the outcome of these matters is uncertain and should
Raytech be held fully liable, there would be a material adverse
impact on Raytech as it does not have the resources needed to
fund Raymark's substantial uninsured asbestos-related liabilities
and environmental liabilities and related costs of litigation as
defined further in Item 3. Legal Proceedings.
(b) Summary of Financial Information
The sales and operating income from continuing
operations of Raytech on a consolidated basis, and its
identifiable assets for the fiscal years ended December 31, 1995,
January 1, 1995, and January 2, 1994 are set forth herein on
pages 32 and 33.
(c) Narrative Description of Business
Introduction
Raytech, through its principal subsidiaries, is a
multinational manufacturer and marketer of specialty engineered
products for heat resistant, inertia control, energy absorption
and transmission applications. Its products are used in the
vehicular, aerospace, nucleonics, petrochemical, energy, metal
working, construction, agriculture, utility, and electronic
industries, among others.
Raytech operates through six business units:
Raybestos Products Company, located in Crawfordsville, Indiana;
Raybestos Industrie-Produkte GmbH, located in Morbach, Germany;
Raybestos Reibtechnik GmbH, located in Leverkusen, Germany;
Raybestos U.K. Ltd., located in Liverpool, England; Allomatic
Products Company, located in Sullivan, Indiana; and Raybestos
Aftermarket Products Company located in Crawfordsville, Indiana.
The percentage of sales of products represented by each of these
business units for the last three years was as follows:
Business Unit 1995 1994 1993
Raybestos Products Company 47% 48% 46%
Raybestos Industrie-
Produkte GmbH 23% 22% 15%
Raybestos Reibtechnik GmbH 4% 4% 3%
Raybestos U.K. Limited <1% - -
Allomatic Products Company 14% 13% 12%
Raybestos Aftermarket
Products Company 12% 14% 13%
Raybestos Reibbelag - - 11%*
*(Prior to the merger with Raybestos Industrie-Produkte GmbH in
October 1993.)
Raybestos Products Company manufactures and markets
a variety of products utilizing friction materials, consisting of
paper, elastomeric, graphitic and sintered metal, among others,
which operate in an oil-immersed environment. The products are
used to absorb energy in automatic transmissions, clutches and
brakes in automotive and heavy duty off-highway vehicular
applications.
Raybestos Industrie-Produkte GmbH manufactures and
markets dry friction material products consisting of clutch
facings and friction washers used in passenger cars, trucks,
tractors, off-highway vehicles, specialized vehicles and
machines.
Raybestos U.K. Ltd. manufactures and markets
friction material products which operate in an oil immersed
environment. The products are used in automatic transmissions,
clutches and brakes in automotive and heavy duty off-highway
vehicular applications.
Allomatic Products Company manufactures and markets
automatic transmission products, including friction plates,
filters and bands for the automotive aftermarket industry.
Raybestos Aftermarket Products Company, which
operates a distribution facility in Crawfordsville, Indiana,
markets automatic transmission products and other friction
materials in the aftermarket.
Raybestos Reibtechnik GmbH markets and distributes
friction material products for oil immersed applications
throughout Europe.
Sales Methods
Raytech serves the on-highway and off-highway
vehicular markets by sale of its products to Original Equipment
Manufacturers (OEM) of heavy trucks, buses, automobiles,
construction and mining equipment and agricultural machinery, and
through distributors supplying components and replacement parts
for these vehicles.
The construction and mining equipment and
agricultural machinery industries comprise the off-highway
vehicle market. Each has two segments: OEM and aftermarket.
The aftermarket is supplied primarily through the OEM's, who sell
products directly to equipment distributors.
Sales are made both to OEM's and distributors by
company sales representatives. Sales in both the original
equipment and replacement markets are made under standard sales
contracts for all or a portion of a customer's products over a
period of time, or on an open order basis.
Raytech's products are sold around the world,
through export from the U.S. plants, through its wholly-owned
subsidiaries in Germany and the United Kingdom, and through
distributors.
Raw Material Availability
The principal raw materials used in the manufacture
of energy absorption and transmission products include cold-
rolled steel, metal powders, synthetic resins, plastics and
synthetic and natural fibers. All of these materials are readily
available from a number of competitive suppliers.
Patents and Trademarks
Raytech owns a number of patents both foreign and
domestic. Such patents expire between 1996 and 2018. In the
opinion of management, the business is not dependent upon the
protection of any of its patents or licenses and would not be
materially affected by the expiration of any of such patents and
licenses.
Raytech operates under a number of registered and
common law trademarks, including the trademark "RAYBESTOS."
Certain trademarks have been licensed on a limited basis. Some
trademarks are registered internationally.
Competition, Significant Customers and Backlog
Raytech faces vigorous competition with respect to
price, service and product performance in all of its markets from
both foreign and domestic competitors. In the original equipment
automotive automatic transmission parts sector there are
approximately four competitors, including one foreign company
utilizing price, service and product performance to attempt to
gain market share. Though not the largest company competing in
this market, Raytech is highly competitive due to cost efficient
plants, dedicated and skilled employees and products that are
high in quality and reliability. The original equipment heavy-duty,
off-highway vehicle sector is highly competitive with
approximately three companies vying for the business, including
two foreign companies. Price, service and product performance
are competitive factors. Raytech is the leading competitor in
these markets and sets the standards for the industry, resulting
from its integrated, cost efficient operations and its high
quality products and service. The European markets in which the
Company participates are competitive with approximately two
competitors in the passenger car clutch sector and approximately
three competitors for the oil-immersed friction plate sector.
Raytech is not the leader but has enhanced its competitive
position in the European markets, having significantly increased
its market share through acquisition and restructuring. In the
domestic automotive automatic transmission aftermarket sector
there are approximately five competitors. Here, Raytech believes
that some of its competitors have greater financial resources,
but its competitive position is increasing due to the customer
acceptance of both its high quality and low cost product lines.
The transmission filter business is competitive with
approximately five competitors. Raytech is not a major
competitor, having recently entered this market. Domestic sales
to a single customer, Caterpillar, Inc., were 14%, 16% and 15% of
consolidated sales in 1995, 1994 and 1993, respectively. The
Company's German subsidiaries had combined sales to two
customers, Fichtel & Sachs, amounting to 9%, 9% and 9% of
consolidated sales in 1995, 1994 and 1993, respectively, and 8%,
9% and 10% to LUK in 1995, 1994 and 1993, respectively. Sales
backlog at the end of 1995, 1994 and 1993 was approximately $75
million, $72 million and $61 million, respectively. It is
anticipated that current backlog will be filled in 1996.
Competition in all markets served by Raytech is based on product
quality, service and price. On such basis Raytech believes that
it is highly competitive in all markets in which it is engaged.
Employees
At December 31, 1995, Raytech employed approximately
1,244 employees, compared with a slightly higher number of
employees at the end of 1994. Raytech has agreements with labor
unions relating to wages, hours, fringe benefits and other
conditions of employment which cover most of its production
employees. The term of the labor contract at Raybestos Products
Company is due to expire in May 1997.
Capital Expenditures
Capital expenditures were $10.3 million, $11.4
million, and $7.8 million for 1995, 1994 and 1993, respectively.
Capital expenditures for 1996 are projected at $12.0 million.
Research and Development
Research and development costs were approximately
$5.9 million, $5.3 million, and $4.3 million for 1995, 1994 and
1993, respectively. Separate research and development facilities
are maintained at appropriate manufacturing plants for the
purpose of developing new products, improving existing production
techniques, supplying technical service to the business units and
customers, and discovering new applications for existing
products. Research and development costs for 1996 are projected
at $5.8 million.
Environmental Matters
Various federal, state and local laws and
regulations related to the discharge of potentially hazardous
materials into the environment, and the occupational exposure of
employees to airborne particles, gases and noise have affected
and will continue to affect the Registrant's operations, both
directly and indirectly, in the future. The Company's operations
have been designed to comply with applicable environmental
standards established in such laws and regulations. Pollution
and hazardous waste controls are continually being upgraded at
the existing manufacturing facilities to ensure environmental
compliance. Expenditures for upgrading of pollution and
hazardous waste controls for environmental compliance, including
capital expenditures, are projected to be $.6 million for 1996.
Because environmental regulations are constantly being revised
and are subject to differing interpretations by regulatory
agencies, Raytech is unable to predict the long-range cost of
compliance with environmental laws and regulations. Nevertheless,
management believes that compliance should not materially affect
earnings or its competitive position.
(d) Financial Information about Foreign Operations
Financial information about the foreign operations
of Raytech for the fiscal years ended December 31, 1995,
January 1, 1995, and January 2, 1994 is set forth in Note K to
Consolidated Financial Statements, included herein.
Item 2. Properties
Raytech, through its subsidiaries, has plants located in
Crawfordsville and Sullivan, Indiana; Liverpool, England, and in
Morbach, Germany. All of these plants are used for the
manufacturing and warehousing of products produced by Raytech.
The Crawfordsville facility is owned and consists of
approximately 455,000 square feet of office, production, research
and warehousing space that is suitable and adequate to provide
the productive capacity to meet reasonably anticipated demand of
products. The productive capacity is underutilized, leaving
space for future demand. The Sullivan facility was purchased in
March 1994 and consists of 96,000 square feet of office,
production and warehousing space that is suitable and adequate to
provide the productive capacity to meet anticipated demand of
products. The productive capacity is underutilized, leaving
space for future demand. The Liverpool, England facility is
leased and consists of 27,000 square feet of office, production,
research and warehousing space. The Morbach, Germany, plant is
owned and consists of 108,000 square feet of office, production,
research and warehousing space that is suitable and adequate to
provide the production capacity to meet reasonably anticipated
demand of products. The property owned in Morbach, Germany, is
pledged as collateral under various lending agreements. Raytech
also leases warehouse space in Crawfordsville, Indiana, for
aftermarket distribution, office space in Leverkusen, Germany,
for Raybestos Reibtechnik GmbH and office space in Shelton,
Connecticut, for its headquarters staff.
Raytech and its subsidiaries believe that their
properties are substantially suitable and adequate for their
purposes. All of the production facilities are continually being
upgraded to comply with applicable environmental standards and to
improve efficiency.
Item 3. Legal Proceedings
The formation of Raytech and the implementation of the
restructuring plan more fully described in Item 1 above was for
the purpose of providing a means to acquire and operate
businesses in a corporate structure that would not be subject to
any asbestos-related or other liabilities of Raymark.
Prior to the formation of Raytech, Raymark was first
sued in an asbestos-related claim in 1971 and has since been
named as a defendant in more than 88,000 lawsuits in which
substantial damages have been sought for injury or death from
exposure to airborne asbestos fibers. More than 35,000 of such
lawsuits were disposed of by settlements, dismissals, summary
judgments and trial verdicts at a cost in excess of $333 million
principally covered by Raymark's insurance. Subsequent to the
sale of Raymark in 1988, lawsuits continued to be filed against
Raymark at the rate of approximately 1,000 per month until an
involuntary petition in bankruptcy was filed against Raymark in
February 1989 which stayed all its litigation and remains
pending.
Despite the restructuring plan implementation and
subsequent divestiture of Raymark, Raytech was named a co-
defendant with Raymark and other named defendants in
approximately 3,300 asbestos-related lawsuits as a successor in
liability to Raymark. Until February 1989, the defense of all
such lawsuits was provided to Raytech by Raymark in accordance
with the indemnification agreement included as a condition of the
purchase of the Wet Clutch and Brake Division and German
subsidiary from Raymark in 1987. However, subsequent to the
involuntary bankruptcy proceedings against Raymark, a restrictive
funding order was issued by an Illinois Circuit Court which
required one of Raymark's insurance carriers to pay claims but
not defense costs and another insurance carrier has been declared
insolvent. These circumstances caused Raymark to be unable to
fund the costs of defense to Raytech under its indemnification
agreement. Raymark's cost of defense and disposition of cases up
to the automatic stay of litigation under the involuntary
bankruptcy proceedings has been approximately $333 million of
Raymark's total insurance coverage of approximately $395 million.
Of the $62 million remaining, $32 million is covered by the
insolvent carrier and the remaining is either blocked due to
lower levels not being exhausted or does not provide for defense
of the claims.
In October 1988, in a case captioned Raymond A. Schmoll
v. ACands, Inc., et al., the U.S. District Court for the District
of Oregon ruled, under Oregon equity law, Raytech to be a
successor to Raymark's asbestos-related liability. In this case
the liability was negotiated to settlement for a negligible
amount. The successor decision was appealed and in October 1992,
the Ninth Circuit Court of Appeals affirmed the District Court's
judgment on the grounds stated in the District Court's opinion.
The effect of this decision extends beyond the Oregon District
due to a Third Circuit Court of Appeals decision in a related
case cited below wherein Raytech was collaterally estopped
(precluded) from relitigating the issue of its successor
liability for Raymark's asbestos-related liabilities.
As the result of the inability of Raymark to fund
Raytech's cost of defense recited above, and in order to obtain a
ruling binding across all jurisdictions on whether Raytech is
liable as a successor for asbestos-related and other claims
including claims yet to be filed relating to the operations of
Raymark or Raymark's predecessors, on March 10, 1989 Raytech
filed a petition seeking relief under Chapter 11 of Title 11,
United States Code in the United States Bankruptcy Court,
District of Connecticut. Under Chapter 11, substantially all
litigation against Raytech has been stayed while the debtor
corporation and its non-filing operating subsidiaries continue to
operate their businesses in the ordinary course under the same
management and without disruption to employees, customers or
suppliers. In the Bankruptcy Court a creditors' committee was
appointed, comprised primarily of asbestos claimants' attorneys.
In August 1995, pursuant to an order of the Bankruptcy Court, an
official committee of equity security holders was appointed for a
limited time relating to a determination of equity security
holders' interest in the estate.
Since the bankruptcy filing, several entities have
asserted claims in Bankruptcy Court alleging environmental
liabilities of Raymark based upon similar theories of successor
liability against Raytech as alleged by asbestos claimants.
These claims are not covered by the class action referenced below
and will be resolved in the bankruptcy case. The environmental
claims include a claim of the Pennsylvania Department of
Environmental Resources ("DER") to perform certain activities in
connection with Raymark's Pennsylvania manufacturing facility,
which includes submission of an acceptable closure plan for a
landfill containing hazardous waste products located at the
facility and removal of accumulated baghouse dust from its
operations. In March 1991, the Company entered a Consent Order
which required Raymark to submit a revised closure plan which
provides for the management and removal of hazardous waste, for
investigating, treatment and monitoring of any contaminated
groundwater and for the protection of human health and
environment at the site, all relating to the closure of the
Pennsylvania landfill and to pay a nominal civil penalty. The
estimated cost for Raymark to comply with the order is $1.2
million. The DER has reserved its right to reinstitute an action
against the Company and the other parties to the DER order in the
event Raymark fails to comply with its obligations under the
Consent Order. Another environmental claim was filed against the
Company by the U.S. Environmental Protection Agency for civil
penalties charged Raymark in the amount of $12 million arising
out of alleged Resource Conservation and Recovery Act violations
at Raymark's Stratford, Connecticut, manufacturing facility.
It is possible that additional claims for reimbursement
of environmental cleanup costs related to Raymark facilities may
be asserted against Raytech, as successor in liability to
Raymark. Determination of Raytech's liability for such future
possible claims, if any, would be subject to Bankruptcy Court
deliberations and proceedings.
Under bankruptcy rules, the debtor-in-possession has an
exclusive period in which to file a reorganization plan. Such
exclusive period had been extended by the Bankruptcy Court
pending the conclusion of the successor liability litigation.
However, in December 1992, the creditors' committee filed a
motion to terminate the exclusive period to file a plan of
reorganization. At a hearing in May 1993, the motion was denied
by the Bankruptcy Court but was appealed by the creditors'
committee. In November 1993, the U.S. District Court reversed
the Bankruptcy Court and terminated the exclusive period to file
a plan of reorganization effective in January 1994. Accordingly,
any party in interest, including the debtor, the creditors'
committee or a creditor could thereafter file a plan of
reorganization.
In May 1994, Raytech filed a Plan of Reorganization
("Debtor's Plan") in the U.S. Bankruptcy Court for the purpose of
seeking confirmation allowing Raytech to emerge from the
bankruptcy filed March 10, 1989. Important conditions precedent
to confirmation of the Debtor's Plan include a final judgment in
the litigation to determine whether Raytech is a successor to the
liabilities of Raymark and a resolution of the environmental
claims or other claims filed or to be filed by governmental
agencies. The Debtor's Plan provides that in the event Raytech
is found to be a successor, it is to establish a successor trust
funded by an amount determined to be the difference between what
Raytech should have paid for the businesses purchased from
Raymark less the amount actually paid and less amounts to be paid
for environmental and other claims. This remedy would satisfy
its obligations as a successor in full and render all claimants
unimpaired, thereby eliminating the need for balloting and all
equity shareholders would retain their interests in full.
Raytech believes the Debtor's Plan to be confirmable. In
September 1994, the Creditors' Committee filed its own Plan of
Reorganization in competition to the Debtor's Plan ("Creditors'
Plan"). The Creditors' Plan calls for the elimination of Raytech
Corporation and its stockholders to be replaced with a new
Raytech. All of the stock of new Raytech would then be
distributed to unsecured claimants, environmental claimants and
both past and future asbestos disease claimants on a formulated
basis set forth in the Plan. Current stockholders of Raytech
would receive nothing under the Plan. Raytech believes the
Creditors' Plan is unconfirmable and will vigorously contest
attempts to have it confirmed while it continues to try to get
the Debtor's Plan confirmed. Upon motion of the parties and
support of the Bankruptcy Court, the major interested parties
agreed in August 1995 to participate in non-binding mediation to
attempt to effectuate a consensual plan of reorganization. The
mediation process commenced in October 1995 and was concluded in
March 1996 without agreement for a consensual plan of
reorganization. The competing plans of Raytech and its creditors
will now return to Bankruptcy Court procedures. The outcome of
these matters is expected to take considerable time and is
uncertain. If an adverse plan is confirmed, it would have a
material adverse impact on Raytech and its stockholders.
In June 1989 Raytech filed a class action in the
Bankruptcy Court captioned Raytech v. Earl White, et al. against
all present and future asbestos claimants seeking a declaratory
judgment that it not be held liable for the asbestos-related
liabilities of Raymark. It was the desire of Raytech to have
this case heard in the U.S. District Court, and since the
authority of the Bankruptcy Court is referred from the U.S.
District Court, upon its motion and argument the U.S. District
Court withdrew its reference of the case to the Bankruptcy Court
and thereby agreed to hear and decide the case. In September
1991, the U.S. District Court issued a ruling dismissing one
count of the class action citing as a reason the preclusive
effect of the 1988 Schmoll case recited above under the doctrine
of collateral estoppel (conclusiveness of judgment in a prior
action), in which Raytech was ruled to be a successor to
Raymark's asbestos liability under Oregon law. The remaining
counts before the U.S. District Court involve the transfer of
Raymark's asbestos-related liabilities to Raytech on the legal
theories of alter-ego and fraudulent conveyance. Upon a motion
for reconsideration, the U.S. District Court affirmed its prior
ruling in February 1992. Also, in February 1992, the U.S.
District Court transferred the case in its entirety to the U.S.
District Court for the Eastern District of Pennsylvania. Such
transfer was made by the U.S. District Court without motion from
any party in the interest of the administration of justice as
stated by the U.S. District Court. In December 1992, Raytech
filed a motion to activate the case and to obtain rulings on the
remaining counts which was denied by the U.S. District Court. In
October 1993, the creditors' committee asked the Court to certify
the previous dismissal of the successor liability count. In
February 1994, the U.S. District Court granted the motion to
certify and the successor liability dismissal was accordingly
appealed. In May 1995, the Third Circuit Court of Appeals ruled
that Raytech is collaterally estopped (precluded) from
relitigating the issue of its successor liability as ruled in the
1988 Oregon case recited above, affirming the U.S. District
Court's ruling of dismissal. A petition for a writ of certiorari
was denied by the U.S. Supreme Court in October 1995. The ruling
leaves the Oregon case, as affirmed by the Ninth Circuit Court of
Appeals, as the prevailing decision holding Raytech to be a
successor to Raymark's asbestos-related liabilities.
Costs incurred by the Company for asbestos related
liabilities are indemnified by Raymark under the 1987 acquisition
agreements. By agreement, Raymark has reimbursed the Company in
part for such indemnified costs by payment of the amounts due in
Raytech common stock of equivalent value. Under such agreement,
Raytech received 926,821 shares in 1989, 177,570 shares in 1990,
163,303 in 1991 and 80,000 shares in 1993. The Company's
acceptance of its own stock was based upon an intent to control
dilution of its outstanding stock. In 1992 the indemnified costs
were reimbursed by offsetting certain payments due Raymark from
the Company under the 1987 acquisition agreements. Costs
incurred in 1994 and 1995 were applied as a reduction of the note
obligations pursuant to the agreements.
In October 1992, the Secretary of the Department of
Labor filed suit against Raymark and certain named fiduciaries in
the U.S. District Court for Connecticut captioned Robert B.
Reich, Secretary of the U.S. Department of Labor vs. Raymark
Industries, Inc, et al. naming the Company as a successor to
Raymark, alleging the breach of fiduciary duties required under
ERISA in connection with the purchase of a group annuity contract
from Executive Life Insurance Company to fund the benefits of
participants and beneficiaries of three pension plans. Executive
Life was placed in conservatorship by the California insurance
Commission in April 1991. The Department of Labor filed a claim
in the Bankruptcy Court in the amount of $22.8 million covering
its theory of damages alleged in the suit. This litigation was
settled by the parties as approved by the Court in October 1995,
wherein Raytech was dismissed without liability.
In February 1994, a jury in a case in the U.S. District
Court for the Southern District of Indiana captioned Raybestos
Products Company vs. Gilbert W. Younger, et al. returned a
verdict in favor of Raybestos Products Company ("RPC"), a wholly-
owned subsidiary of the Company, for $2.9 million plus costs and
against Gilbert W. Younger and Transgo, a corporation. RPC had
sued the defendants in 1990 for defamation of products and
injurious falsehoods concerning RPC's manufactured products. In
April 1994, the Court granted RPC its costs, attorneys' fees and
interest in addition to the damages awarded by the jury. The
defendants filed for bankruptcy under Chapter 11 in 1992 and the
defendant's plan of reorganization was confirmed in September
1994 by a California Bankruptcy Court. Under the plan of
reorganization and ordered by the Court, the total amount of the
awarded damages had been placed in a secured escrow account
pending appeals. In April 1995, the Seventh Circuit Court of
Appeals affirmed the verdict except for the award of prejudgment
interest. In June 1995, RPC received the awarded damages,
including post-judgment interest, in the amount of $4.6 million,
bringing the case to a final conclusion.
The adverse ruling in the Third Circuit Court of Appeals
of which a petition for writ of certiorari was denied by the U.S.
Supreme Court, precluding Raytech from relitigating the issue of
its successor liability leaves the U.S. District Court's (Oregon)
1988 ruling as the prevailing decision holding Raytech to be a
successor to Raymark's asbestos-related liabilities. This ruling
could have a material adverse impact on Raytech as it does not
have the resources needed to fund Raymark's substantial uninsured
asbestos-related liabilities. Determination of Raytech's actual
liabilities are subject to the Bankruptcy Court's deliberations
and rulings and the competing plans of reorganization filed in
the Bankruptcy Court referenced above.
The ultimate liability of the Company with respect to
asbestos-related, environmental, or other claims cannot presently
be determined. Accordingly, no provision for such liability has
been recorded in the financial statements. The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. An unfavorable result on the
matters described above would have a material adverse effect on
the Company's results of operations and financial position.
These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Shareholders' Meeting of Raytech was held May 19,
1995. The matters submitted to stockholder vote and the vote
count on each matter were as follows:
1. Proposal to elect one Class III Director for a full
three-year term and until his respective successor is
elected:
For Robert L. Bennett Withheld
2,560,016 42,020
2. Proposal to ratify the appointment of Coopers & Lybrand
as auditors for 1995:
For Against Abstain
2,564,846 26,452 10,738
Abstentions and "non-votes" have the same effect as votes
against proposals presented to stockholders other than election
of directors. A "non-vote" occurs when a nominee holding shares
for a beneficial owner votes on one proposal but does not vote on
another proposal because the nominee does not have discretionary
voting power and has not received instructions from the
beneficial owner.
Pursuant to the vote of shareholders, proposals 1 and 2
above were adopted and effective on May 19, 1995.
Directors whose terms of office as Directors continued after
the Annual Shareholders' Meeting include:
Robert M. Gordon
Dennis G. Heiner
Donald P. Miller
Robert B. Sims
Craig R. Smith
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Registrant's (Raytech) common stock is traded on the
New York Stock Exchange under the trading symbol RAY. As of
March 1, 1996, there were 2,260 holders of record of the
Registrant's common stock.
Information regarding the quarterly high and low sales
prices for 1995 and 1994 and information with respect to
dividends is set forth in Note L of the Consolidated Financial
Statements, Part II, Item 8 hereof.
Item 6. Selected Financial Data
FIVE-YEAR REVIEW OF OPERATIONS
(in thousands, except share data)
1995 1994 1993 1992 1991
Operating Results
Net sales $177,498 $167,615 $139,290 $125,540 $103,310
Gross profit 48,699 44,548 37,463 31,612 24,534
Operating profit 20,959 17,936 14,423 10,516 7,148
Interest expense (2,647) (2,601) (3,816) (5,442) (5,646)
Income before cumulative effect
of accounting changes 14,337(2) 8,643 8,556 3,413 1,124
Cumulative effect of changes in
accounting principles - (3,808)(1) - -
Net income $ 14,337 $ 8,643 $ 4,748 $ 3,413 $ 1,124
Per share of common stock
Income before cumulative effect
of changes in accounting
principles $4.26 $ 2.52 $ 2.60 $ 1.04 $ .36
Cumulative effect of changes
in accounting principles - - (1.16) - -
Net income per share $4.26 $ 2.52 $ 1.44 $ 1.04 $ .36
Balance sheet
Total assets $114,436 $ 91,809 $ 79,488 $ 73,287 $ 65,236
Working capital 5,323 240 442 5,262 1,023
Long-term obligations 34,966 41,959 46,019 54,218 50,061
Commitments and contingencies
(see Notes A & N)
Total shareholders'
equity (deficit) $ 18,680 $ 3,716 $ (5,860) $ (9,902) $(13,622)
Property, plant and equipment
Capital expenditures $ 10,275 $ 11,354 $ 7,818 $ 5,579 $ 4,511
Depreciation $ 7,566 $ 6,892 $ 6,680 $ 6,385 $ 6,216
Weighted average shares
outstanding 3,369,003 3,426,034 3,290,912 3,282,691 3,139,403
Dividends declared per share $ - $ - $ - $ - $ -
(1) Reflects the adoption of Statement of Financial Accounting Standards (SFAS) No.
106, "Accounting for Postretirement Benefits Other Than Pensions," and Statement
of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
(2) Includes $4.6 million of pretax income ($2.7 aftertax and $.80 per share) related
to a favorable litigation judgment.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations and Liquidity and Capital Resources
1995 vs. 1994
Net income for the 1995 fiscal year amounted to $14.3
million or $4.26 per share as compared to $8.6 million or $2.52
per share in fiscal 1994. Included in the results of operations
for fiscal 1995 is a one-time pretax gain of $4.6 million
(approximately $2.7 million after tax) which resulted from a
favorable judgment in regard to a product defamation lawsuit.
Included in the results for fiscal 1994 is a pretax charge
of $.4 million representing additional costs associated with a
commitment by the Company to make additional contributions to
reinstate certain designated investment values lost in employee
savings plans investment contracts (refer to Note J). Also
included in the results for 1994 are pretax charges of $1.8
million relating to the consolidation of the Company's operations
in Germany, offset in part by a $1.1 million pretax gain on the
sale of the Radevormwald, Germany, plant and other machinery and
equipment.
Net Sales Improvement
Net sales increased 6% for fiscal 1995 and amounted to $177.5
million as compared with net sales of $167.6 million in fiscal
1994. The overall improvement is the result of strong performance
in the agriculture, construction and automotive original equipment
market segments. The aftermarket segment encountered severe
pressure within its market segment but still managed modest growth
for 1995. The Company's German operations experienced a
significant increase in sales as compared to last year primarily
due to foreign currency fluctuation.
Results of Foreign Operations
Net sales of the combined German operations, which accounted
for 27% of the consolidated sales of the Company in 1995, increased
to $48 million as compared with $43 million in fiscal 1994. The
increase is due to foreign currency fluctuation. On a combined
basis, the German operations reported operating income of $1.1
million in fiscal 1995 as compared with an operating loss of $2.6
million in fiscal 1994. The 1994 operating loss includes an
additional net charge of $.7 related to the consolidation of the
Radevormwald and Morbach facilities which had begun in 1993. This
net charge relates to additional costs to relocate and reinstall
production equipment, partially offset by a $1.1 million gain on
the sale of the Radevormwald facility and certain machinery and
equipment. Of these amounts, the Company has remaining accruals as
of December 31, 1995 of $448 relating to future severance payments
and anticipated repayments of certain grants.
Gross Profit Margin Improvement
Gross profit margin improved 9% as compared with 1994. This
improvement is the result of the favorable absorption of overhead
as domestic unit production increases to meet the additional unit
volume sales demands coupled with a favorable mix of higher margin
units being sold. These improvements were partially offset by
mechanical problems within the manufacturing process which reduced
gross profit by $700. The Company's German consolidation program
completed one year ago has achieved production efficiencies which
have returned the operations to profitability.
Selling, General and Administrative
Selling, general and administrative expenses increased 4% for
fiscal 1995 as compared with fiscal 1994. The increase is
primarily due to higher levels of research and development,
increased distribution expenses due to higher sales volume, legal
and other professional fees and general inflationary increases.
Other Operating Expenses, Net
Other operating expenses, net in 1995 includes the write-down
of certain production equipment.
Other operating expenses, net in 1994 includes a provision of
$1.8 million relating to the German plant consolidation, income of
$1.1 million related to the sale of the Radevormwald plant and
certain equipment and a charge of $.4 million related to a
commitment by the Company to make additional contributions to
reinstate certain designated investment values lost in employee
savings plans investment contracts that were placed with Executive
Life Insurance Company (refer to Note J).
Other Income and Expense, Net
Other income and expense, net in 1995 incudes a one-time
pretax gain of $4.6 million which resulted from a favorable
judgment in regard to a product defamation lawsuit.
Interest Expense
Interest expense remained consistent with the same period a
year ago and relates principally to the interest on the debt to
Raymark.
Income Taxes
The effective tax rate of 37.2% exceeded the U.S. statutory
rate by 2.2% primarily due to state income taxes, net of federal
benefit, offset, in part, by net increase in benefit from carryback
of future deductible amounts (refer to Note I). The valuation
allowance against deferred tax assets increased by $82 during 1995
The net deferred tax asset of $3.5 million represents future tax
deductions that can be realized upon carryback to prior years.
Recently Issued Accounting Pronouncements
The Company accounts for stock-based compensation in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and has not yet
determined whether it will choose to recognize compensation
expense or opt to comply with the disclosure requirements when
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," is adopted in 1996.
In March 1995, Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," ("SFAS No. 121") was
issued, effective January 1, 1996. SFAS No. 121 requires that in
the event certain facts and circumstances indicate an asset may
be impaired, an evaluation of recoverability must be performed to
determine whether or not the carrying amount of the asset is
required to be written down. The Company does not expect the
adoption of this statement to have a material effect on its
financial condition or results of operations.
1994 vs. 1993
Net income for the 1994 fiscal year amounted to $8.6 million
or $2.52 per share as compared to $4.7 million or $1.44 per share
in fiscal 1993. Included in the results for fiscal 1994 is a
charge of $.4 million representing additional costs associated
with a commitment by the Company to make additional contributions
to reinstate certain designated investment values lost in
employee savings plans investment contracts (refer to Note J).
Also included in the results for 1994 are charges of $1.8 million
relating to the consolidation of the Company's operations in
Germany, offset in part by a $1.1 million gain on the sale of the
Radevormwald, Germany, plant and other machinery and equipment.
Included in the results for fiscal 1993 is a cumulative charge of
$3.8 million or $(1.16) per share as a result of the required
adoption of new accounting standards for postretirement benefits
and income taxes. Also included in the results of fiscal 1993
operations is a charge of $3.3 million related to the estimated
cost of consolidating the Company's operations in Germany and a
charge of $.7 million representing the estimated cost associated
with the aforementioned commitment by the Company to make
additional contributions to reinstate certain designated
investment values lost in employee savings plans investment
contracts, offset in part by a $1.4 million insurance recovery.
Net Sales Improvement
Net sales increased 20% for fiscal 1994 and amounted to
$167.6 million as compared with net sales of $139.3 million in
fiscal 1993. The improvement in sales are directly attributable
to continued unit volume increases in the domestic automotive
original equipment and aftermarket segments as well as continued
improvement in the domestic construction and agricultural
markets. The Company has experienced some improvement at its
German operations with sales volume up slightly as compared to
fiscal 1993.
Results of Foreign Operations
Sales of the combined German operations, which accounted for
26% of the consolidated sales of the Company in 1994, increased
to $43 million as compared with $40 million in fiscal 1993. On a
combined basis, the German operations reported an operating loss
of $2.6 million in fiscal 1994 as compared with an operating loss
of $3.7 million in fiscal 1993. The 1994 operating loss includes
an additional net charge of $.7 related to the consolidation of
the Radevormwald and Morbach facilities which had begun in 1993.
This net charge relates to additional costs to relocate and
reinstall production equipment, partially offset by a $1.1
million gain on the sale of the Radevormwald facility and certain
machinery and equipment. Of these amounts, the Company has
remaining accruals as of January 1, 1995 of $630 relating to
future severance payments and anticipated repayments of certain
grants. It should be mentioned that although the German sales
have improved, the impact of the move from Radevormwald to
Morbach hampered the Company efforts to service its customers due
to production inefficiencies and downtime.
Gross Profit Margin Improvement
Gross profit margin improved 19% as compared with 1993.
This improvement is the result of the favorable absorption of
overhead as domestic unit production increases to meet the
additional unit volume sales demands coupled with a favorable mix
of higher margin units being sold. The domestic improvements
have been partially offset by lower margins experienced by the
Company's German operations as a result of unfavorable absorption
of overhead of approximately $1.7 million. The additional costs
were due to production inefficiencies and downtime relating to
the plant consolidation.
Selling, General and Administrative
Selling, general and administrative expenses increased 23%
for fiscal 1994 as compared with fiscal 1993. The increase is
primarily due to increased legal fees unrelated to the bankruptcy
proceedings, higher levels of research and development spending,
increased distribution expenses due to higher sales volume and
general inflationary increases.
Other Operating Expenses, Net
Other operating expenses, net in 1994 includes a provision
of $1.8 million relating to the German plant consolidation,
income of $1.1 million related to the sale of the Radevormwald
plant and certain equipment and a charge of $.4 million related
to a commitment by the Company to make additional contributions
to reinstate certain designated investment values lost in
employee savings plans investment contracts that were placed with
Executive Life Insurance Company which has since been placed in
conservatorship (refer to Note J).
Interest Expense
Interest expense decreased to $2.6 million as compared with
$3.8 million in 1993 reflecting the Company's continuing efforts
in reducing its debt levels.
Income Taxes
The effective tax rate of 40.2% exceeded the U.S. statutory
rate by 5.5% primarily due to foreign losses not deductible and
state income taxes, net of federal benefit offset, in part, by
utilization of tax credits and adjustment of prior years'
accruals (refer to Note K). The valuation allowance against
deferred tax assets increased by $2.4 million during 1994 because
of an increase in foreign loss carryforwards for which
realization is uncertain. The net deferred tax asset of $2.6
million represents future tax deductions that can be realized
upon carryback to prior years.
Liquidity and Capital Resources
The Company generated cash flow from operating activities of
$16.9 million during fiscal 1995 as compared with $15.9 million a
year earlier and $18.3 million during fiscal 1993. Included in
the Company's cash flow from operating activities in fiscal 1995
is a one-time aftertax net gain of approximately $2.7 which
resulted from a favorable judgment in regard to a product
defamation lawsuit. The Company's cash flow from operating
activities in 1994 was the result of improved earnings. Operating
cash flows in fiscal 1993 includes an insurance recovery of $1.4
million.
Capital expenditures totaled $10.3 million in fiscal 1995 as
compared with $11.4 million and $7.8 million in fiscal 1994 and
1993 respectively. The Company has an ongoing program for
upgrading its machinery and equipment in order to optimize
manufacturing quality, productivity and cost effectiveness.
In March 1995, RPC, a wholly-owned subsidiary of the
Company, entered into a five-year loan agreement with The CIT
Group/Credit Finance, Inc., which provides for RPC to borrow up
to $15 million, consisting of a revolving line of credit of $10
million and a term loan of $5 million at an interest rate of
1.75% above the prime rate. The amount of borrowing is
predicated on satisfying an asset based formula related to levels
of certain accounts receivable, inventories and machinery and
equipment. The loans are collateralized by all assets, excluding
land and buildings at RPC. The purpose of the loan is for
working capital, capital expenditures, acquisitions and possible
settlement of successor liability issues. Under the terms of the
loan agreement, RPC is required to maintain certain cash flow
levels and is prohibited from declaring or paying dividends,
except under certain conditions. The amount outstanding under
this loan at December 31, 1995 was $3,775. The additional
borrowing availability at December 31, 1995 is $11 million based
upon the asset borrowing formula.
The Company's wholly-owned German subsidiary, Raybestos
Industrie-Produkte GmbH, has available lines of credit amounting
to DM7,910 ($5,506) of which DM1,572 ($1,094) remains unused at
December 31, 1995. The Company used the available lines of
credit to fund working capital and capital expenditure needs.
Future Liquidity
Since the formation of Raytech and the restructuring that
occurred in 1986, Raytech has been named a co-defendant in
approximately 3,300 asbestos-related lawsuits as a successor in
liability to Raymark. Until February 1989, the defense of all
such lawsuits was provided to Raytech by Raymark in accordance
with the indemnification agreement included as a condition of the
purchase of the Wet Clutch and Brake Division and the German
subsidiary from Raymark in 1987. In February 1989, an
involuntary petition in bankruptcy was filed against Raymark and
remains pending. Subsequent to the bankruptcy proceedings
against Raymark, a restrictive funding order was issued by an
Illinois Circuit Court which required one of Raymark's insurance
carriers to pay claims but not defense costs and another
insurance carrier had been declared insolvent. These
circumstances caused Raymark to be unable to fund the costs of
defense to Raytech in the asbestos-related lawsuits referenced
above as provided in the indemnity section of the acquisition
agreement.
In an asbestos-related personal injury case decided in
October 1988 in a U.S. District Court in Oregon, Raytech was
ruled under Oregon equity law to be a successor to Raymark's
asbestos-related liability. The successor ruling was appealed by
Raytech and in October 1992, the Ninth Circuit Court of Appeals
affirmed the District Court's judgment on the grounds stated in
the District Court's opinion. The effect of this decision
extends beyond the Oregon District due to a Third Circuit Court
of Appeals decision in a related case cited below wherein Raytech
was collaterally estopped (precluded) from relitigating the issue
of its successor liability for Raymark's asbestos-related
liabilities.
As the result of the inability of Raymark to fund Raytech's
costs of defense recited above and in order to obtain a ruling
binding across all jurisdictions as to whether Raytech is liable
as a successor for asbestos-related and other claims, including
claims yet to be filed relating to the operations of Raymark and
its predecessors, on March 10, 1989, Raytech filed a petition
seeking relief under Chapter 11 of Title 11, United States Code
in the United States Bankruptcy Court, District of Connecticut.
Under Chapter 11, substantially all litigation against Raytech
has been stayed while the debtor corporation and its non-filed
operating subsidiaries continue to operate their businesses in
the ordinary course under the same management and without
disruption to employees, customers and suppliers. In the
Bankruptcy Court a creditors' committee was appointed, comprised
primarily of asbestos claimants' attorneys. In August 1995,
pursuant to an order of the Bankruptcy Court, an official
committee of equity security holders was appointed for a limited
time relating to a determination of equity security holders'
interest in the estate.
In June 1989 Raytech filed a class action in the Bankruptcy
Court against all present and future asbestos claimants seeking a
declaratory judgment that it not be held liable for the asbestos-
related liabilities of Raymark. It was the desire of Raytech to
have this case heard in the U.S. District Court, and since the
authority of the Bankruptcy Court is referred from the U.S.
District Court, upon its motion and argument the U.S. District
Court withdrew its reference of the case to the Bankruptcy Court
and thereby agreed to hear and decide the case. In September
1991, the U.S. District Court issued a ruling dismissing one
count of the class action citing as a reason the preclusive
effect of the 1988 Oregon case under the doctrine of collateral
estoppel (conclusiveness of judgment in a prior action), in which
Raytech was ruled to be a successor to Raymark's asbestos
liability under Oregon law. The remaining counts before the U.S.
District Court involve the transfer of Raymark's asbestos-related
liabilities to Raytech on the legal theories of alter-ego and
fraudulent conveyance. Upon a motion for reconsideration, the
U.S. District Court affirmed its prior ruling in February 1992.
Also, in February 1992, the U.S. District Court transferred the
case in its entirety to the U.S. District Court for the Eastern
District of Pennsylvania. Such transfer was made by the U.S.
District Court without motion from any party in the interest of
the administration of justice as stated by the U.S. District
Court. In December 1992, Raytech filed a motion to activate the
case and to obtain rulings on the remaining counts which was
denied by the U.S. District Court. In October 1993, the
creditors' committee asked the Court to certify the previous
dismissal of the successor liability count. In February 1994,
the U.S. District Court granted the motion to certify and the
successor liability dismissal was accordingly appealed. In May
1995, the Third Circuit Court of Appeals ruled that Raytech is
collaterally estopped (precluded) from relitigating the issue of
its successor liability as ruled in the 1988 Oregon case recited
above, affirming the U.S. District Court's ruling of dismissal.
A petition for a writ of certiorari was denied by the U.S.
Supreme Court in October 1995. The ruling leaves the Oregon
case, as affirmed by the Ninth Circuit Court of Appeals, as the
prevailing decision holding Raytech to be a successor to
Raymark's asbestos-related liabilities.
The adverse ruling in the Third Circuit Court of Appeals, of
which a petition for writ of certiorari was denied by the U.S.
Supreme Court, precluding Raytech from relitigating the issue of
its successor liability leaves the U.S. District Court's (Oregon)
1988 ruling as the prevailing decision holding Raytech to be a
successor to Raymark's asbestos-related liabilities. This ruling
could have a material adverse impact on Raytech as it does not
have the resources needed to fund Raymark's substantial uninsured
asbestos-related liabilities. Determination of Raytech's actual
liabilities are subject to the Bankruptcy Court's deliberations
and rulings and the competing plans of reorganization filed in
the Bankruptcy Court referenced above.
The ultimate liability of the Company with respect to
asbestos-related, environmental, or other claims cannot presently
be determined. Accordingly, no provision for such liability has
been recorded in the financial statements. The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. An unfavorable result on the
matters described above would have a material adverse effect on
the Company's results of operations and financial position.
These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
The Company has a long-term obligation to Raymark resulting
from the purchase of the wet clutch and brake business and the
German subsidiary in 1987. At December 31, 1995 the amount owed
Raymark was approximately $41 million. In December 1992 the
Company reached an agreement with Raymark to restructure its
obligations resulting in the reduction of the interest rate from
10.48% to 6%, replacing a required balloon payment that was due
in October of 1994 with an amortization schedule requiring equal
monthly installments of $.7 million through July of 1999 to be
paid into an escrow account and suspension of payments due under
the German stock acquisition until the assets purchased are free
of all Raymark related encumbrances and liabilities.
Subsequently, in May 1995, the monthly installments were
suspended, and the escrow account containing previously paid
installments was retracted pending the assets purchased being
free of Raymark related encumbrances and liabilities. The debt
obligations related to the German subsidiary are denominated in
DM's and amount to $3,091 at December 31, 1995. As such, the
Company is at risk to future currency fluctuations with respect
to this debt.
While the Company experienced improving conditions in its
domestic market segments during fiscal 1995, management is
cautiously optimistic about sustained improvement through fiscal
1996 and is projecting only modest growth in its 1996 forecast.
Subject to the outcome of the legal matters discussed above,
management believes that the Company will generate sufficient
cash flow during 1996 to meet all of the Company's obligations
arising in the normal course of business. In addition, in the
event the Company falls short of its cash flow forecast, the
Company has an available line of credit with The CIT Group/Credit
Finance, Inc.
Impact of Inflation
The Company's business is subject to the impact of
inflation. During the past year, this impact has been minimal.
Management's strategy is to try to reclaim any cost increases
through more efficient manufacturing and when competitively
feasible, higher selling prices.
Item 8. FINANCIAL STATEMENTS
Financial Statements:
Consolidated Balance Sheets
December 31, 1995 and January 1, 1995
Consolidated Statements of Operations
for the 1995, 1994 and 1993 Fiscal Years
Consolidated Statements of Cash Flows
for the 1995, 1994 and 1993 Fiscal Years
Consolidated Statements of Shareholders'
Equity (Deficit) for the 1995, 1994, and
1993 Fiscal Years
Notes to Consolidated Financial Statements
Report of Independent Accountants
(Refer to Index to Consolidated Financial
Statements at Page 81.)
RAYTECH CORPORATION
CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
Fiscal Year 1995 1994
ASSETS
Current assets
Cash and cash equivalents $ 19,597 $ 4,778
Trade accounts receivable, less allowance of $822
for 1995 and $519 for 1994 17,553 13,718
Inventories 23,573 22,859
Other current assets 5,390 5,019
Total current assets 66,113 46,374
Property, plant and equipment 114,437 111,147
Less accumulated depreciation 72,235 70,292
Net property, plant and equipment 42,202 40,855
Other assets 6,121 4,580
Total assets $114,436 $ 91,809
LIABILITIES
Current liabilities
Notes payable $ 8,187 $ 4,928
Current portion of long-term debt (including $22,696 and
$6,855 due to Raymark in 1995 and 1994, respectively) 22,839 8,001
Accounts payable 9,388 12,055
Accrued liabilities 20,376 21,150
Total current liabilities 60,790 46,134
Long-term debt due to Raymark 18,476 30,627
Long-term debt 242 245
Postretirement benefits other than pensions 8,253 7,436
Other long-term liabilities 7,995 3,651
Total liabilities 95,756 88,093
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Capital stock
Cumulative preferred stock, no par value
800,000 shares authorized, none issued - -
Common stock, par value $1.00
7,500,000 shares authorized; 5,362,139 and 5,351,024
issued in 1995 and 1994, respectively 5,362 5,351
Additional paid in capital 70,192 70,148
Accumulated deficit (54,913) (69,250)
Cumulative translation adjustment 2,600 2,028
23,241 8,277
Less treasury shares at cost (4,561) (4,561)
Total shareholders' equity 18,680 3,716
Total liabilities and shareholders' equity $114,436 $ 91,809
The accompanying notes are an integral part of these statements.
RAYTECH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
Fiscal year 1995 1994 1993
Net sales $ 177,498 $ 167,615 $ 139,290
Cost of sales 128,799 123,067 101,827
Gross profit 48,699 44,548 37,463
Selling, general and administrative
expenses (25,994) (25,045) (20,440)
Other operating expense, net (1,746) (1,567) (2,600)
Operating profit 20,959 17,936 14,423
Currency transaction gains (losses) (43) (163) (11)
Interest expense - Raymark (2,006) (2,347) (2,827)
Interest expense (641) (254) (989)
Other income (expense), net 5,917 (714) 140
Income before provision for income
taxes and cumulative effect of
changes in accounting principles 24,186 14,458 10,736
Provision for income taxes (9,009) (5,815) (2,180)
Minority interest (840) - -
Income before cumulative effect of
changes in accounting principles 14,337 8,643 8,556
Cumulative effect of changes in
accounting principles - - (3,808)
Net income $ 14,337 $ 8,643 $ 4,748
Earnings per common share
before cumulative effect of
accounting changes $ 4.26 $ 2.52 $ 2.60
Cumulative effect of changes in
accounting principles - - (1.16)
Earnings per share $ 4.26 $ 2.52 $ 1.44
Weighted average shares outstanding 3,369,003 3,426,034 3,290,912
The accompanying notes are an integral part of these statements.
RAYTECH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Fiscal Year 1995 1994 1993
Cash flows from operating activities:
Net income $ 14,337 $ 8,643 $ 4,748
Adjustments to reconcile net income
to net cash provided by operations:
Cumulative effect of changes in
accounting principles - - 3,808
Deferred income tax (853) (1,086) 77
Depreciation and amortization 7,654 7,007 6,803
Income applicable to minority interest 840 - -
Other items not providing or
requiring cash (Note C) 2,128 (271) 582
Changes in operating assets and liabilities:
Trade receivables (3,758) 52 (177)
Inventory (292) (2,504) (2,636)
Other current assets 42 (63) (366)
Other long-term assets (149) (252) (606)
Accounts payable (2,723) 1,938 2,731
Accrued liabilities (1,451) 3,159 4,543
Other long-term liabilities 1,194 (733) (1,168)
Net cash provided by operating activities 16,969 15,890 18,339
Cash flow from investing activities:
Capital expenditures (9,684) (10,668) (7,520)
Proceeds on sales of property, plant
and equipment 2,206 101 190
Purchase of subsidiary stock - - (44)
Net cash used in investing activities: (7,478) (10,567) (7,374)
Cash flow from financing activities:
Proceeds from short-term borrowings 3,775 4,719 -
Payment on short-term borrowings (905) - (1,441)
Principal payments on long-term debt (689) (2,876) (5,113)
Proceeds from borrowings from Raymark 6,258 500 2,500
Payments on borrowings from Raymark (3,085) (5,966) (5,016)
Other (73) (47) (94)
Net cash used in financing activities: 5,281 (3,670) (9,164)
Effect of exchange rate changes on cash 47 135 -
Net change in cash and cash equivalents 14,819 1,788 1,801
Cash and cash equivalents at beginning of year 4,778 2,990 1,189
Cash and cash equivalents at end of year $ 19,597 $ 4,778 $ 2.990
The accompanying notes are an integral part of these statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (in thousands, except share data)
Number Paid Cumulative
of Shares Common in Accumulated Translation Treasury Stock
Issued Stock Warrants Capital Deficit Adjustment Cost Shares
Balance,
January 3, 1993 5,329,105 $ 5,329 $ 3,998 $66,160 $(82,379) $ 1,289 $(4,299) (2,052,022)
Stock options excercised 2,050 2 2
Treasury stock received
under Raymark
indemnification (262) (80,000)
Cumulative translation
adjustment (274)
Purchase of subsidiary
stock (44)
Other (130)
Net income for fiscal year
ended January 2, 1994 4,748
Balance,
January 2, 1994 5,331,155 $ 5,331 $ 3,998 $66,118 $(77,761) $ 1,015 $(4,561) (2,132,022)
The accompanying notes are an integral part of these statements.
Continued, page 2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (in thousands, except share data)
Number Paid Cumulative
of Shares Common in Accumulated Translation Treasury Stock
Issued Stock Warrants Capital Deficit Adjustment Cost Shares
Balance,
January 2, 1994 5,331,155 $ 5,331 $ 3,998 $66,118 $ (77,761) $ 1,015 $(4,561) (2,132,022)
Stock options exercised 19,869 20 32
Warrants expired (3,998) 3,998
Cumulative translation
adjustment 1,013
Purchase of treasury
stock - (34)
Other (132)
Net income for fiscal year
ended January 1, 1995 8,643
Balance,
January 1, 1995 5,351,024 $ 5,351 $ - $70,148 $(69,250) $ 2,028 $(4,561) (2,132,056)
The accompanying notes are an integral part of these statements.
Continued, page 3
RAYTECH CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (in thousands, except share data)
Number Paid Cumulative
of Shares Common in Accumulated Translation Treasury Stock
Issued Stock Warrants Capital Deficit Adjustment Cost Shares
Balance,
January 1, 1995 5,351,024 $ 5,351 $ - $70,148 $(69,250) $ 2,028 $(4,561) (2,132,056)
Stock options exercised 11,115 11 44
Cumulative translation
adjustment 572
Purchase of treasury
stock - (3)
Net income for the fiscal
year ended December 31,
1995 14,337
Balance,
December 31, 1995 5,362,139 $ 5,362 $ - $70,192 $(54,913) $ 2,600 $(4,561) (2,132,059)
The accompanying notes are an integral part of these statements.
RAYTECH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except share data)
Note A - Formation of Raytech Corporation, Sale of Raymark,
Chapter 11 Proceeding and Other Litigation
Raytech Corporation ("Raytech" or the "Company") was
incorporated on June 13, 1986 in Delaware and held as a
subsidiary of Raymark Corporation ("Raymark"). In October 1986,
Raytech became the publicly traded (NYSE) holding company of
Raymark stock through a triangular merger restructuring plan
approved by Raymark's shareholders at its October 1986 Annual
Meeting whereby each share of common stock of Raymark was
automatically converted into both a share of Raytech common stock
and a right to purchase a warrant for Raytech common stock. Each
warrant entitled the holder to purchase one share of Raytech
common stock at a price of $9.00 at any time, subject to certain
limitations, prior to October 1, 1991, extended to 1994. The
warrants expired on October 1, 1994. Raymark, thereby, became a
wholly-owned subsidiary of Raytech. The purpose of the formation
of Raytech and the restructuring plan was to provide a means to
gain access to new sources of capital and borrowed funds to be
used to finance the acquisition and operation of new businesses
in a corporate structure that should not subject it or such
acquired businesses to any asbestos-related or other liabilities
of Raymark.
Prior to the formation of Raytech, Raymark was first sued in
an asbestos-related claim in 1971 and has since been named as a
defendant in more than 88,000 lawsuits in which substantial
damages have been sought for injury or death from exposure to
airborne asbestos fibers. More than 35,000 of such lawsuits have
been disposed of by settlements, dismissals, summary judgments
and trial verdicts at a cost in excess of $333,000 principally
covered by Raymark's insurance. Subsequent to the sale of
Raymark as described below lawsuits continued to be filed against
Raymark at the rate of approximately 1,000 per month until an
involuntary petition in bankruptcy was filed against Raymark in
February 1989, which stayed all its litigation and remains
pending.
In accordance with the restructuring plan, Raytech purchased
the Wet Clutch and Brake Division and German subsidiary in 1987
from its then wholly-owned subsidiary, Raymark. Each such
acquisition was financed through borrowed funds from new lenders
and Raytech stock and notes. Pursuant to these acquisitions,
Raymark agreed to indemnify Raytech for any future legal
liabilities and costs that may result from asbestos litigation.
Management believes that each purchase by Raytech from Raymark
complies with Raytech's restructuring plan principles of (i)
paying fair market value, (ii) acquiring businesses that did not
give rise to any asbestos-related or other claims against
Note A, continued
Raymark, (iii) permitting Raymark to retain the proceeds for its
ongoing business and creditors, (iv) entering the transactions in
good faith and not to hinder, delay or defraud creditors, and (v)
conducting its affairs independent of Raymark.
In May 1988, following shareholder approval, Raytech sold
all of the Raymark stock to Asbestos Litigation Management, Inc.,
thereby divesting itself of Raymark. Consideration received for
the Raymark stock consisted of $50 cash paid at the closing and a
7-l/2% $950 promissory note to be paid in six equal annual
installments beginning one year after the closing with interest
payable annually. This transaction resulted in a pretax loss of
approximately $59,000 which was reflected in the 1988
consolidated financial statements.
Despite the restructuring plan implementation and subsequent
divestiture of Raymark, Raytech was named a co-defendant with
Raymark and other named defendants in approximately 3,300
asbestos-related lawsuits as a successor in liability to Raymark.
The dollar value of these lawsuits cannot be estimated. Until
February 1989, the defense of all such lawsuits was provided to
Raytech by Raymark in accordance with the indemnification
agreement included as a condition of the purchase of the Wet
Clutch and Brake Division and German subsidiary from Raymark in
1987. In February 1989, an involuntary petition in bankruptcy
was filed against Raymark and remains pending. Subsequent to the
bankruptcy proceedings against Raymark, a restrictive funding
order was issued by an Illinois Circuit Court, which required one
of Raymark's insurance carriers to pay claims but not defense
costs, and another insurance carrier had been declared insolvent.
These circumstances caused Raymark to be unable to fund the
costs of defense to Raytech in the asbestos-related lawsuits
referenced above, as provided in the indemnity section of the
acquisition agreement. Raymark's cost of defense and disposition
of cases up to the automatic stay of litigation under the
involuntary bankruptcy proceedings has been approximately $333
million of Raymark's total insurance coverage of approximately
$395 million. Of the $62 million remaining, $32 million is
covered by the insolvent carrier, and the remaining is either
blocked due to lower levels not being exhausted or does not
provide for defense of the claims.
In an asbestos-related personal injury case decided in
October 1988 in a U.S. District Court in Oregon, Raytech was
ruled under Oregon equity law to be a successor to Raymark's
asbestos-related liability. The successor ruling was appealed by
Raytech and in October 1992 the Ninth Circuit Court of Appeals
affirmed the District Court's judgment on the grounds stated in
the District Court's opinion. The effect of this decision
Note A, continued
extends beyond the Oregon District due to a Third Circuit Court
of Appeals decision in a related case cited below wherein Raytech
was collaterally estopped (precluded) from relitigating the issue
of its successor liability for Raymark's asbestos-related
liabilities.
As the result of the inability of Raymark to fund Raytech's
costs of defense recited above, and in order to obtain a ruling
binding across all jurisdictions as to whether Raytech is liable
as a successor for asbestos-related and other claims, including
claims yet to be filed relating to the operations of Raymark or
its predecessors, on March 10, 1989, Raytech filed a petition
seeking relief under Chapter 11 of Title 11, United States Code
in the United States Bankruptcy Court, District of Connecticut.
Under Chapter 11, substantially all litigation against Raytech
has been stayed while the debtor corporation and its non-filed
operating subsidiaries continue to operate their businesses in
the ordinary course under the same management and without
disruption to employees, customers or suppliers. In the
Bankruptcy Court a creditors' committee was appointed, comprised
primarily of asbestos claimants' attorneys. In August 1995,
pursuant to an order of the Bankruptcy Court, an official
committee of equity security holders was appointed for a limited
time relating to a determination of equity security holders'
interest in the estate.
Since the bankruptcy filing several entities have asserted
claims in Bankruptcy Court alleging environmental liabilities of
Raymark based upon similar theories of successor liability
against Raytech as alleged by asbestos claimants. These claims
are not covered by the class action referenced below and will be
resolved in the bankruptcy case. The environmental claims
include a claim of the Pennsylvania Department of Environmental
Resources ("DER") to perform certain activities in connection
with Raymark's Pennsylvania manufacturing facility, which
includes submission of an acceptable closure plan for a landfill
containing hazardous waste products located at the facility and
removal of accumulated baghouse dust from its operations. In
March 1991, the Company entered a Consent Order which required
Raymark to submit a revised closure plan which provides for the
management and removal of hazardous waste, for investigating
treatment and monitoring of any contaminated groundwater and for
the protection of human health and environment at the site, all
relating to the closure of the Pennsylvania landfill and to pay a
nominal civil penalty. The estimated cost for Raymark to comply
with the order is $1.2 million. The DER has reserved its right
to reinstitute an action against the Company and the other
parties to the DER order in the event Raymark fails to comply
with its obligations under the Consent Order. Another
environmental claim was filed against the Company by the U.S.
Environmental Protection Agency for civil penalties charged
Note A, continued
Raymark in the amount of $12 million arising out of alleged
Resource Conservation and Recovery Act violations at
Raymark's Stratford, Connecticut, manufacturing facility.
It is possible that additional claims for reimbursement of
environmental cleanup costs related to Raymark facilities may be
asserted against Raytech, as successor in liability to Raymark.
Determination of Raytech's liability for such future possible
claims, if any, would be subject to Bankruptcy Court
deliberations and proceedings.
Under bankruptcy rules, the debtor-in-possession has an
exclusive period in which to file a reorganization plan. Such
exclusive period had been extended by the Bankruptcy Court
pending the conclusion of the successor liability litigation.
However, in December 1992, the creditors' committee filed a
motion to terminate the exclusive period to file a plan of
reorganization. At a hearing in May 1993, the motion was denied
by the Bankruptcy Court but was appealed by the creditors'
committee. In November 1993, the U.S. District Court reversed
the Bankruptcy Court and terminated the exclusive period to file
a plan of reorganization effective in January 1994. Accordingly,
any party in interest, including the debtor, the creditors'
committee, or a creditor could thereafter file a plan of
reorganization.
In May 1994, Raytech filed a Plan of Reorganization
("Debtor's Plan") in the U.S. Bankruptcy Court for the purpose of
seeking confirmation allowing Raytech to emerge from the
bankruptcy filed March 10, 1989. Important conditions precedent
to confirmation of the Debtor's Plan include a final judgment in
the litigation to determine whether Raytech is a successor to the
liabilities of Raymark and a resolution of the environmental
claims or other claims filed or to be filed by governmental
agencies. The Debtor's Plan provides that in the event Raytech
is found to be a successor, it is to establish a successor trust
funded by an amount determined to be the difference between what
Raytech should have paid for the businesses purchased from
Raymark less the amount actually paid and less amounts to be paid
for environmental and other claims. This remedy would satisfy
its obligations as a successor in full and render all claimants
unimpaired, thereby eliminating the need for balloting and all
equity shareholders would retain their interests in full.
Raytech's management believes the Debtor's Plan to be
confirmable. In September 1994, the Creditors' Committee filed
its own Plan of Reorganization in competition to the Debtor's
Plan ("Creditors' Plan"). The Creditors' Plan calls for the
elimination of Raytech Corporation and its stockholders to be
replaced with a new Raytech. All of the stock of new Raytech
would then be distributed to unsecured claimants, environmental
claimants and both past and future asbestos disease claimants on
Note A, continued
a formulated basis set forth in the Plan. Current stockholders
of Raytech would receive nothing under the Plan. Raytech
believes the Creditors' Plan is unconfirmable and will vigorously
contest attempts to have it confirmed while it continues to try
to get the Debtor's Plan confirmed. Upon motion of the parties
and support of the Bankruptcy Court, the major interested parties
agreed in August 1995 to participate in non-binding mediation to
attempt to effectuate a consensual plan of reorganization. The
mediation process commenced in October 1995 and was concluded in
March 1996 without agreement for a consensual plan of
reorganization. The competing plans of Raytech and its creditors
will now return to Bankruptcy Court procedures. The outcome of
these matters is expected to take considerable time and is
uncertain. If an adverse plan is confirmed, it would have a
material adverse impact on Raytech and its stockholders.
In June 1989 Raytech filed a class action in the Bankruptcy
Court against all present and future asbestos claimants seeking a
declaratory judgment that it not be held liable for the asbestos-
related liabilities of Raymark. It was the desire of Raytech to
have this case heard in the U.S. District Court, and since the
authority of the Bankruptcy Court is referred from the U.S.
District Court, upon its motion and argument the U.S. District
Court withdrew its reference of the case to the Bankruptcy Court
and thereby agreed to hear and decide the case. In September
1991, the U.S. District Court issued a ruling dismissing one
count of the class action citing as a reason the preclusive
effect of the 1988 Oregon case, previously discussed, under the
doctrine of collateral estoppel (conclusiveness of judgment in a
prior action), in which Raytech was ruled to be a successor to
Raymark's asbestos liability under Oregon law. The remaining
counts before the U.S. District Court involve the transfer of
Raymark's asbestos-related liabilities to Raytech on the legal
theories of alter-ego and fraudulent conveyance. Upon a motion
for reconsideration, the U.S. District Court affirmed its prior
ruling in February 1992. Also, in February 1992, the U.S.
District Court transferred the case in its entirety to the U.S.
District Court for the Eastern District of Pennsylvania. Such
transfer was made by the U.S. District Court without motion from
any party in the interest of the administration of justice as
stated by the U.S. District Court. In December 1992, Raytech
filed a motion to activate the case and to obtain rulings on the
remaining counts which was denied by the U.S. District Court. In
October 1993, the creditors' committee asked the Court to certify
the previous dismissal of the successor liability count. In
February 1994, the U.S. District Court granted the motion to
certify and the successor liability dismissal was accordingly
appealed. In May 1995, the Third Circuit Court of Appeals ruled
that Raytech is collaterally estopped (precluded) from
relitigating the issue of its successor liability as ruled in the
1988 Oregon case recited above, affirming the U.S. District
Note A, continued
Court's ruling of dismissal. A petition for a writ of certiorari
was denied by the U.S. Supreme Court in October 1995. The ruling
leaves the Oregon case, as affirmed by the Ninth Circuit Court of
Appeals, as the prevailing decision holding Raytech to be a
successor to Raymark's asbestos-related liabilities.
Costs incurred by the Company for asbestos-related
liabilities are indemnified by Raymark under the 1987 acquisition
agreements. By agreement, Raymark has reimbursed the Company in
part for such indemnified costs by payment of the amounts due in
Raytech common stock of equivalent value. Under such agreement,
Raytech received 177,570 shares in 1990, 163,303 shares in 1991
and 80,000 shares in 1993. The Company's acceptance of its own
stock was based upon an intent to control dilution of its
outstanding stock. In 1992, the indemnified costs were
reimbursed by offsetting certain payments due Raymark from the
Company under the 1987 acquisition agreements. Costs incurred in
1994 and 1995 were applied as a reduction of the note obligations
pursuant to the agreements.
In October 1992, the Secretary of the Department of Labor
filed suit against Raymark and certain named fiduciaries in the
U.S. District Court for Connecticut naming the Company as a
successor to Raymark, alleging the breach of fiduciary duties
required under ERISA in connection with the purchase of a group
annuity contract from Executive Life Insurance Company to fund
the benefits of participants and beneficiaries of three pension
plans. Executive Life was placed in conservatorship by the
California Insurance Commission in April 1991. The Department of
Labor filed a claim in the Bankruptcy Court in the amount of
$22.8 million covering its theory of damages alleged in the suit.
This litigation was settled by the parties as approved by the
Court in October 1995, wherein Raytech was dismissed without
liability.
In February 1994, a jury in the U.S. District Court for the
Southern District of Indiana returned a verdict in favor of
Raybestos Products Company ("RPC"), a wholly-owned subsidiary of
the Company, for $2.9 million plus costs and against Gilbert W.
Younger and Transgo, a corporation. RPC had sued the defendants
in 1990 for defamation of products and injurious falsehoods
concerning RPC's manufactured products. In April 1994, the Court
granted RPC its costs, attorneys' fees and interest in addition
to the damages awarded by the jury. The defendants filed for
bankruptcy under Chapter 11 in 1992 and the defendant's plan of
reorganization was confirmed in September 1994 by a California
Bankruptcy Court. Under the plan of reorganization and ordered
by the Court, the total amount of the awarded damages had been
placed in a secured escrow account pending appeals. In April
1995, the Seventh Circuit Court of Appeals affirmed the verdict
except for the award of prejudgment interest. In June 1995, RPC
Note A, continued
received the awarded damages, including post-judgment interest,
in the amount of $4.6 million, bringing the case to a final
conclusion.
The adverse ruling in the Third Circuit Court of Appeals, of
which a petition for writ of certiorari was denied by the U.S.
Supreme Court, precluding Raytech from relitigating the issue of
its successor liability leaves the U.S. District Court's (Oregon)
1988 ruling as the prevailing decision holding Raytech to be a
successor to Raymark's asbestos-related liabilities. This ruling
could have a material adverse impact on Raytech as it does not
have the resources needed to fund Raymark's substantial uninsured
asbestos-related liabilities. Determination of Raytech's actual
liabilities are subject to the Bankruptcy Court's deliberations
and rulings and the competing plans of reorganization filed in
the Bankruptcy Court referenced above.
The ultimate liability of the Company with respect to
asbestos-related, environmental, or other claims cannot presently
be determined. Accordingly, no provision for such liability has
been recorded in the financial statements. The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. An unfavorable result on the
matters described above would have a material adverse effect on
the Company's results of operations and financial position.
These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or adjustments relating
to establishment, settlement and classification of liabilities
that may be required in connection with reorganizing under the
Bankruptcy Code.
Note B - Summary of Significant Accounting Policies
1. Background and Basis of Presentation
Raytech, through its principal subsidiaries, is a
multinational manufacturer and marketer of specialty
engineered products for heat resistant, inertia control,
energy absorption and transmission applications. Its
products are used in the vehicular, aerospace, nucleonics,
petrochemical, energy, metal working, construction,
agriculture, utility and electronic industries, among
others.
Raytech operates through six business units: Raybestos
Products Company ("RPC"), located in Crawfordsville, Indiana;
Raybestos Industrie-Produkte GmbH, located in Morbach,
Germany; Raybestos U.K. Ltd., located in Liverpool, England;
Allomatic Products Company, located in Sullivan, Indiana;
and Raybestos Aftermarket Products Company located in
Crawfordsville, Indiana.
Demand for the Company's product is derived primarily from
the automotive original equipment, agriculture, construction
and aftermarket segments which are highly competitive.
These markets can be highly influenced by prevailing
economic conditions such as interest rates and employment
issues.
The consolidated financial statements include the accounts
of Raytech Corporation and its majority-owned subsidiaries.
Intercompany balances and transactions have been eliminated
in consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from these estimates.
Certain 1994 amounts have been reclassified to conform to
the current year's presentation.
2. Fiscal Year
The Company reports on a 52-53 week fiscal year; the last
three fiscal years ended December 31, 1995, January 1,
1995, and January 2, 1994.
3. Cash and Cash Equivalents
Cash equivalents are recorded at cost, which approximates
market, and consist primarily of U.S. Treasury notes and tax
exempt mutual funds with maturities of three months or less.
Note B, continued
4. Inventories
Inventories are stated at the lower of cost or market with
cost determined primarily by using the FIFO (first in, first
out) method.
5. Property, Plant and Equipment
Property, plant and equipment is stated at cost less
accumulated depreciation and amortization. Depreciation and
amortization is based on the estimated service life of the
related asset and is provided using the straight line method
for assets acquired after 1980 and accelerated methods for
previously acquired assets. Maintenance and repairs that do
not increase the useful life of an asset are expensed as
incurred. Interest is capitalized on major capital
expenditures during the period of construction and to the
date such asset is placed in service. Upon disposal of
property, plant and equipment, the appropriate accounts are
reduced by the related costs and accumulated depreciation.
The resulting gains and losses are reflected in the
Consolidated Statements of Operations.
6. Employee Benefits
Raytech has several pension plans covering substantially all
employees. Pension expense for the defined benefit plan
includes current service costs and the amortization of prior
service costs over 15 years.
The Company also provides self-insured health care and life
insurance benefits for its active and retired employees. The
Company adopted the provisions of Statement of Financial
Accounting Standards No. 106, Accounting for Postretirement
Benefits Other Than Pensions, in the first quarter of fiscal
1993 (refer to Note J).
The Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 112, "Employers Accounting
for Postemployment Benefits," in the first quarter of fiscal
1994 (refer to Note J).
7. Income Taxes
The Company provides for income taxes based on pretax
financial accounting income or loss, including deferred
taxes for the effect of temporary differences between
financial accounting and taxable earnings. The Company
adopted the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, in the first
quarter of fiscal 1993 (refer to Note I).
Note B, continued
8. Net Income Per Share
Primary net income per common share is computed based on the
weighted average number of common and common equivalent
shares outstanding during the year. Fully diluted net
income per common share is not presented since it does not
differ materially from primary net income per common share
or is anti-dilutive.
9. Translation of Foreign Currencies
The local currencies of the Company's subsidiaries in
Germany and the United Kingdom have been designated as the
functional currencies. Accordingly, financial statements of
foreign operations are translated using the exchange rate at
the balance sheet date for assets and liabilities, and an
average exchange rate in effect during the year for revenue
and expense items. The effects of translating the Company's
foreign subsidiaries' financial statements are recorded as a
separate component of shareholders' equity (deficit).
10. Revenue Recognition
Sales are recorded by the Company when products are shipped
to customers.
11. Recently Issued Accounting Pronouncements
The Company accounts for stock-based compensation in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and has not yet
determined whether it will choose to recognize compensation
expense or opt to comply with the disclosure requirements
when Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," is adopted in
1996.
In March 1995, Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," ("SFAS No.
121") was issued, effective January 1, 1996. SFAS No. 121
requires that in the event certain facts and circumstances
indicate an asset may be impaired, an evaluation of
recoverability must be performed to determine whether or not
the carrying amount of the asset is required to be written
down. The Company does not expect the adoption of this
statement to have a material effect on its financial
condition or results of operations.
Note C - Statements of Cash Flows
Other items not providing or requiring cash consist of:
1995 1994 1993
Net loss (gain) on sale/writedown
of fixed assets $1,994 $(1,960) $ 53
Nonmonetary yarn purchases
(Note H) - 1,570 -
Interest expensed but not paid 204 196 434
Other non-cash items (70) (77) 95
$2,128 $ (271) $ 582
Income taxes paid were $10,202, $7,719, and $2,633 during
1995, 1994 and 1993, respectively.
Interest paid was $2,449, $2,607, and $3,382 during 1995,
1994 and 1993, respectively.
The Company has classified temporary investments as cash
equivalents if the original maturity of such investments is three
months or less.
Excluded from the 1995, 1994 and 1993 Consolidated
Statements of Cash Flows is $791, $686, and $298, respectively,
of plant and equipment acquisitions in accounts payable or under
capital leases. The 1994 Consolidated Statement of Cash Flows
excludes the sale of the Radevormwald, Germany, facility for a
$1,530 receivable from the buyer, which was paid in January 1995.
Note D - Inventories
Inventories consist of the following:
Fiscal Year 1995 1994
Raw materials $ 6,901 $ 6,367
Work-in-process 6,143 6,524
Finished goods 10,529 9,968
$23,573 $ 22,859
Inventory Reserves
Fiscal Year 1995 1994 1993
Beginning balance $ 2,601 $ 1,423 $ 1,903
Provisions (113) 2,435 30
Charge-offs (231) (1,257) (510)
Ending balance $ 2,257 $ 2,601 $ 1,423
Note E - Property, Plant and Equipment
Property, plant and equipment, at cost, is summarized as
follows:
Estimated
Useful
Lives
Fiscal Year 1995 1994 (Years)
Land $ 546 $ 533 -
Buildings and improvements 17,553 15,890 5-40
Machinery and equipment 91,638 89,981 3-20
Capitalized leases 1,283 772 See Below
Construction in progress 3,417 3,971 -
114,437 111,147
Less accumulated depreciation
and amortization 72,235 70,292
Net property, plant and
equipment $ 42,202 $ 40,855
Capitalized leases consist primarily of automobiles and
telephone and computer equipment and are amortized over the
economic life of the assets or the term of the leases, whichever
is shorter.
Maintenance and repairs charged to expense amounted to
approximately $11.1 million, $9.3 million, and $5.9 million for
1995, 1994 and 1993, respectively.
Depreciation and amortization expenses relating to property,
plant and equipment were $7,566, $6,892, and $6,680 for 1995,
1994 and 1993, respectively.
Note F - Debt
Debt consists of the following:
Fiscal Year 1995 1994
Notes due to Raymark (a) $ 41,172 $37,482
Notes payable to banks (c) 8,187 4,928
Attorney notes (including accrued
interest of $398 in 1994) (b) - 1,016
Capitalized leases and other
obligations 385 375
Total borrowings 49,744 43,801
Less current portion 31,026 12,929
Long-term debt $ 18,718 $ 30,872
The aggregate maturities of debt are as follows:
1996 31,026
1997 7,006
1998 7,400
1999 4,312
Total Debt $ 49,744
(a) The notes due to Raymark amounting to $41,172 and
$37,482 at December 31, 1995 and January 1, 1995, respectively,
are the result of the purchase of the Wet Clutch and Brake
Division and the German subsidiary from Raymark in 1987.
In December 1992, the Company and Raymark amended the
Asset Purchase Agreement of the Wet Clutch and Brake Division.
Under the terms of the amendment, the original note in the
principal amount of $23,074 plus accrued interest of $17,543 was
canceled and replaced by an uncollateralized promissory note in
the amount of $40,617, bearing interest at the rate of 6% per
annum and payable in equal monthly installments of $650
commencing April 1993. The principal portion of the monthly
installments was to be paid into an escrow account pending
clearance of all Raymark encumbrances and liabilities as provided
by the agreement (refer to Note A). In May 1995, the escrow
agreement was amended, and the Company reclaimed the balance in
the escrow and suspended payment of the monthly installments as a
result of the Third Circuit Court of Appeals decision that
jeopardizes the assets purchased from Raymark in 1987 being free
of all Raymark related encumbrances and liabilities.
As agreed by the Company and Raymark, remaining
obligations under the German subsidiary note, payable in German
deutsche marks (DM) are suspended pending the assets purchased
being free of all Raymark related encumbrances and liabilities.
At December 31, 1995, the balance due on the German note amounted
to DM4,440 ($3,091), including interest.
Note F, continued
The Company has classified its acquisition-related debt
to Raymark consistent with the repayment terms in effect prior to
the May 1995 elimination of the escrow account and the suspension
of the German note payments. Accordingly, $22,696 of the Raymark
debt is classified as current portion of long-term debt on the
consolidated balance sheets, which includes $1,746 reclaimed from
the escrow account. Costs incurred by the Company subject to the
indemnification clause of the 1987 agreements will be applied as
a reduction of the note obligations (refer to Note H). The
repayment terms of this debt could be further affected by the
Bankruptcy Court proceedings referred to in Note A.
In September 1993 and January 1994, Raytech Composites,
Inc., a wholly-owned subsidiary of the Company, entered loan
agreements with Raymark for $2.5 million and $3 million,
respectively, and as of December 31, 1995 has borrowed $2.5
million and $.5 million under the loan agreements, respectively.
The loans bear interest at 6% per annum with principal and
accrued interest due in April 1996.
(b) In February 1995, a lawsuit brought by a certain law
firm holding uncollateralized 10.48% notes originally due in
October 1994 was settled for $542.
(c) The Company's wholly-owned German subsidiary (Raybestos
Industrie-Produkte GmbH) has available lines of credit with
several German banks amounting to DM7,910 ($5,506). Interest is
charged at rates approximating 3-5% above the German Federal Bank
rate. At December 31, 1995, the weighted average rate on the
outstanding borrowings was 7.9%. The expiration of the lines
varies through January 30, 1996. At December 31, 1995, the
remaining available lines of credit amounted to DM1,572 ($1,094).
In March 1995, RPC, a wholly-owned subsidiary of the
Company, entered into a five-year loan agreement with The CIT
Group/Credit Finance, Inc., which provides for RPC to borrow up
to $15 million, consisting of a revolving line of credit of $10
million and a term loan of $5 million at an interest rate of
1.75% above the prime rate. The amount of borrowing is
predicated on satisfying an asset based formula related to levels
of certain accounts receivable, inventories and machinery and
equipment. The loans are collateralized by all assets, excluding
land and buildings, at RPC. The purpose of the loan is for
working capital, capital expenditures, acquisitions and possible
settlement of successor liability issues. Under the terms of the
loan agreement, RPC is required to maintain certain cash flow
levels and is prohibited from declaring or paying dividends,
except under certain conditions. The amount outstanding under
this loan agreement at December 31, 1995 was $3,775. The
additional borrowing availability at December 31, 1995 is $11
million based upon the asset borrowing formula.
Note G - Research and Development
Cost of research and new product development amounted to
$5,864 in 1995, $5,298 in 1994, and $4,320 in 1993 and is
included in selling, general and administrative expenses in the
Consolidated Statements of Operations.
Note H - Related Parties
During 1995 and other relevant periods of time, Raymark was
owned by a corporation owned by Bradley C. Smith, son of Craig R.
Smith, Director and Chief Executive Officer of the Company.
As discussed in Note A, in 1987, Raytech acquired certain
assets and assumed certain liabilities of the Wet Clutch and
Brake Division and acquired the stock of a German subsidiary from
its then wholly-owned subsidiary, Raymark. The purchases from
Raymark and subsequent transactions with Raymark took place as
follows:
Wet Clutch and Brake Acquisition
The purchase price of $76,900 for the Wet Clutch and Brake
Division was initially comprised of $14,900 cash, $16,000 of
Raytech stock issuable in installments and $46,000 of notes
(refer to Note F). The Raytech stock issuable to Raymark was due
in six annual installments beginning October 30, 1987. The first
installment was $10,000 and the remaining installments were
$1,200 each. The number of shares to be issued was determined by
taking the average closing price of Raytech stock for the five
days prior to the payment date. Accordingly, Raytech issued
1,365,188 and 311,688 shares of stock to Raymark as of November
1987 and 1988, respectively. Pursuant to the 1987 Asset Purchase
Agreement of the Wet Clutch and Brake Division, Raymark could
require Raytech to repurchase or redeem any of the shares of its
stock held by Raymark at the then current market price. In June
1988, the Company reached an agreement with Raymark for cash
prepayments on a portion of promissory notes due Raymark for the
purchase of the Wet Clutch and Brake Division in return for the
elimination of the redemption rights on 1,365,188 shares of
Raytech stock then held by Raymark. This cash prepayment of
$4,500 was paid to Raymark over an eighteen-month period, $2,100
during 1988, and the remaining $2,400 in 1989. In November 1988,
pursuant to the said Asset Purchase Agreement, Raytech issued
311,688 shares of Raytech stock to Raymark. Raymark exercised
its option to require the Company to repurchase these shares.
Accordingly, Raytech paid $1,200 to Raymark in return for 311,688
shares of Company stock. The 1989 and 1990 installments of
$1,200 were paid in cash in lieu of stock at the request of
Raymark. In August 1991, the Company and Raymark amended the
Asset Purchase Agreement to require all future annual stock
payments in cash in lieu of the issuance of shares of Common
Stock in annual installments through November 1992. In December
1992, the Asset Purchase Agreement was again amended providing
for payment of the 1991 and 1992 payments to be completed in
March 1993. Such amendment also provided for a restructure of
the remaining note defined below (see Note F).
Note H, continued
The German Acquisition
The purchase price of approximately $8,200 of the German
subsidiary (Raybestos Industrie-Produkte GmbH) was initially
comprised of a DM7.0 million note (approximately $4,300 at the
acquisition date) and of DM6.5 million (approximately $3,900 at
the acquisition date) of Raytech stock issuable in installments.
The Raytech stock issuable to Raymark was due in eight
installments commencing March 1987. The first installment was
DM1.25 million ($694 at the issuance date) and the remaining
installments were DM750 which are translated into dollars using
the exchange rate in effect when each payment becomes due. The
number of shares issuable was determined by the weighted average
closing price of Raytech stock for the five days prior to the
payment date. Accordingly, Raytech issued 72,038 and 63,565
shares of stock to Raymark as of March 1987 and 1988,
respectively. The 1989 installment of DM750 was paid in April
1989 in cash in lieu of stock at Raymark's request in the amount
of $396. Raytech issued 163,303 shares of stock to Raymark in
March 1990 in payment of the 1990 installment. In August 1991,
the Company and Raymark amended the Stock Purchase Agreement to
require the three remaining annual stock payments in cash in lieu
of the issuance of shares of Common Stock in annual installments
through April 1994. In December 1992, the Stock Purchase
Agreement was again amended providing for payment of the 1992
payments to be completed in March 1993. Payments due in 1993 and
1994 are suspended pending the purchased assets being free of all
Raymark-related liabilities as required (see Note F).
The Raymark Divestiture
In May 1988, the common stock of Raymark Corporation was
divested and sold to Asbestos Litigation Management, Inc.
("ALM"), a wholly-owned subsidiary of Litigation Control
Corporation ("LCC"). At the time of the said sale, LCC was 60%
beneficially owned by Craig R. Smith, President and CEO of
Raytech (15% through his son, Bradley C. Smith).
In September 1988, LCC entered a tripartite agreement with
Celotex Corporation and Raymark for the purpose of sharing
asbestos litigation costs. Consideration paid by Raymark to LCC
was to assign $1,000 of its $33,530 note receivable due in 1994
from Raytech pursuant to the aforementioned Wet Clutch and Brake
Division acquisition.
In October 1988, LCC repurchased 75% of its outstanding
stock consisting of all of the shares beneficially owned by Craig
R. Smith and Bradley C. Smith and another unrelated shareholder
for $750. Consideration paid to Craig R. Smith and Bradley C.
Note H, continued
Smith was $450 and $150, respectively. Messrs. Smith and Smith
were thereby completely divested of any stock ownership in LCC.
In January 1989, LCC sold all of the outstanding stock of
its subsidiary, ALM, to Bradley C. Smith, the son of Craig R.
Smith, and another unrelated party for $17. Subsequently,
Bradley C. Smith purchased the balance of the stock of ALM and is
now the sole owner. ALM owns all of the common stock of Raymark.
Except for the ownership of ALM by his son, Bradley C. Smith,
Craig R. Smith has no relationship to, or control of Raymark.
Other Matters
During 1989, Raytech incurred costs, including bankruptcy
related attorneys' fees and lender refinance charges, in the
amount of $1,558 subject to the indemnification clause of the
1987 agreement covering the purchase of assets of the Wet Clutch
and Brake Division. Pursuant to Raymark's request, Raytech
accepted 926,821 shares of Raytech stock in payment therefor.
During 1990, Raytech incurred similar costs in the amount of
$1,033 and was indemnified by a return of $364 or 177,570 shares
of Raytech stock held by Raymark, an offset against the April
1990 note payment due under the German acquisition of $521, and
then a subsequent return in February 1991 of an additional $148
or 74,826 shares of Raytech stock. Additionally, in January
1991, the Company incurred $750 of additional refinance charges,
which were also subject to the indemnification clause. Raytech
accepted Raymark's request to a reimbursement in the form of all
remaining shares of Raytech stock held by Raymark, which amounted
to $175 or 88,477 shares and then a reduction of $575 of future
stock obligations pursuant to the Wet Clutch and Brake and German
subsidiary acquisitions. Accordingly, in April 1991, $446 of
such credit was used to defray the April 1991 stock obligation
pursuant to the German subsidiary acquisition leaving a balance
of $132 to be applied toward the stock obligation due in November
1991 pursuant to the Wet Clutch and Brake acquisition. In July
1991, the Company and Raymark agreed that any future
reimbursement of indemnified costs by Raymark will be taken in
the form of a reduction of future stock obligations under the
Stock Purchase Agreement for the German subsidiary and any excess
to be taken as a reduction of the note due Raymark. In December
1992, the Company and Raymark amended the Asset Purchase
Agreement of the Wet Clutch and Brake Division. Under the terms
of the amendment, the note in the principal amount of $23,074
plus accrued interest in the amount of $17,543 was canceled and
replaced by an uncollateralized promissory note in the amount of
$40,617, bearing interest at the rate of 6% per annum and payable
in equal monthly installments of $650 commencing April 1993. The
principal portion of the monthly installments was to be paid into
an escrow pending, clearance of all Raymark encumbrances and
Note H, continued
liabilities as provided by the Agreements. Payments due in 1991
and 1992 under the acquisition agreements as amended and deferred
by agreement, amounting to $1,875, including accrued interest,
were paid in monthly installments of $650 until paid in full in
March 1993 bearing interest at 6%. As agreed by the Company and
Raymark, 1993 and 1994 obligations under the German subsidiary
note were suspended pending the assets purchased from Raymark in
1987 being free of all Raymark related encumbrances and
liabilities. Also, costs incurred by the Company subject to the
indemnification clause of the 1987 agreements were to be applied
as a reduction of the note obligations. As agreed in April 1993,
the Company received 80,000 shares of its stock from Raymark
valued at $262 as a credit for reimbursement of costs incurred by
the Company under the indemnification clause. As of December
1994, the Company had incurred $253 of additional costs subject
to the indemnification clause which were applied as a reduction
of the note obligations pursuant to the agreement. As of May
1995, the Company had incurred $460 of additional costs subject
to the indemnification clause which was applied as a reduction of
the note obligations pursuant to the agreement. Also, in May
1995, the Company reclaimed the balance in the escrow and
suspended payment of the monthly installments as a result of the
Third Circuit Court of Appeals decision that jeopardizes the
assets purchased from Raymark in 1987 being free of all Raymark
related encumbrances and liabilities. As of December 1995, the
Company had incurred $305 of additional costs subject to the
indemnification clause.
In 1990 and 1991, Raytech Powertrain, Inc., a subsidiary of
the Company, and owner of all of the capital stock of Allomatic
Products Company ("APC"), sold approximately 45% of the capital
stock of APC to a group of investors, including Craig Smith, for
the purpose of partially financing APC's move from New York to
Indiana and for the further growth of its business.
Subsequently, all APC stock held by Craig Smith was transferred
to relatives and related companies, including Universal Friction
Composites, Inc., and accordingly, in the opinion of General
Counsel of the Company, remains beneficially owned by him. The
total current beneficial ownership of Craig Smith in APC stock is
40%. In March 1995, APC declared a cash dividend of $2.81 per
share payable in equal quarterly installments to shareholders of
record in March 1995. At the record date, Craig Smith
beneficially owned 41,658 shares of the outstanding shares of APC
stock. The first, second and third quarter installments of the
declared dividend were paid in 1995. The Company's Board of
Directors reviewed Craig Smith's beneficial ownership of the APC
stock and resulting payment of dividends at length and has
recommended continued disclosure of the related party
transactions and appointed the General Counsel of the Company to
monitor and report all such related party transactions in the
future.
Note H, continued
In September 1993 and January 1994, Raytech Composites,
Inc., a wholly-owned subsidiary of the Company, borrowed $2,500
and $500 under the loan agreements with Raymark. The loans bear
interest at 6% per annum with principal and accrued interest due
in April 1996.
During 1995, the Company purchased yarn from Raymark
amounting to $2,993, which included freight of $99, and at
December 31, 1995, the related payable amounted to $239.
During 1988, the Company repurchased 200,000 shares of its
common stock from Echlin Inc. in exchange for $1.2 million of
credit on future product sales from the Company to Echlin, which
is pre-petition debt under the Company's bankruptcy filing. As
of December 31, 1995, Echlin's voting interest in the Company is
16.9%.
On March 20, 1996, 49% of the common stock of Raymark
Corporation was purchased by Craig R. Smith from his son
Bradley C. Smith for $7 in an agreement containing an option to
purchase the balance of the common stock at a later date. This
event occurred subsequent to the date of the audited report and
is unaudited.
Note I - Income Taxes
Effective January 4, 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 109
(SFAS 109, "Accounting For Income Taxes"). The adoption of SFAS
109 changed the Company's method of accounting for income taxes
from the deferred method to the liability approach. Previously
the Company deferred the past effects of timing differences
between financial reporting and taxable income. The asset and
liability approach requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences
of temporary differences between the carrying amounts and tax
bases of assets and liabilities. The Company elected to account
for the change prospectively and has included a net amount of
$2.2 million of income, primarily the result of the recognition
of deferred tax assets, in the 1993 Consolidated Statements of
Operations as the cumulative effect of the change.
Income before provision for income taxes, minority interest
and cumulative effect of accounting changes consists of both
domestic and foreign as follows:
1995 1994 1993
Domestic $23,811 $18,875 $14,394
Foreign 375 (4,417) (3,658)
$24,186 $14,458 $10,736
The Company's provision for taxes, excluding the cumulative
effects of accounting changes, consists of the following:
1995 1994 1993
Current:
Federal $ 7,876 $ 5,277 $1,017
State 1,852 1,590 1,062
Foreign 133 34 23
Deferred:
Federal (853) (1,086) 57
State - - 20
Foreign 1 - -
Total income taxes $ 9,009 $ 5,815 $2,180
Note I, continued
The analysis of the variance from the U.S. statutory income
tax rate for consolidated operations is as follows:
1995 1994 1993
U.S. statutory rate 35.0% 34.7% 34.1%
Increases (decreases)
resulting from:
Foreign losses not deductible - 10.6 12.2
Utilization of tax credits (.1) (5.0) (13.6)
Net increase in benefit from
carryback of future
deductible amounts (3.6) (2.4) (7.5)
State income taxes, net of
federal benefit 5.0 7.2 6.6
Adjustment of prior years'
accruals (.1) (4.8) (11.7)
Other 1.0 (.1) .2
Effective income tax rate 37.2% 40.2% 20.3%
Deferred tax assets (liabilities) are comprised of the
following:
1995 1994 1993
Excess of book provisions
over tax deductions $ 5,247 $ 4,108 $ 2,905
Postretirement benefit 3,238 2,892 2,493
AMT credit carryforward - - 361
Excess of tax basis over
book basis of assets due
to restructuring 2,277 2,580 2,854
Foreign loss carryforwards 3,865 3,710 2,015
Other 798 982 1,034
Gross deferred tax assets 15,425 14,272 11,662
Deferred tax asset
valuation allowance (8,547) (8,465) (6,035)
Deferred tax assets 6,878 5,807 5,627
Gross deferred tax
liabilities (excess of
tax over book depreciation) (3,352) (3,134) (4,040)
Net deferred tax asset $ 3,526 $ 2,673 $ 1,587
Note I, continued
The net deferred tax asset represents future tax deductions
that can be realized upon carryback to prior years.
The deferred tax asset valuation allowance increased by $82
during 1995. The deferred tax asset valuation allowance
increased by $2,430 during 1994. The deferred tax asset
valuation allowance decreased by $1,296 during 1993.
During 1995, the Company utilized foreign loss
carryforwards, which reduced income tax expense by $177. At
December 31, 1995, the Company had foreign loss carryforwards of
$7,994, which do not expire.
Note J - Employee Benefits
In January 1988, the Company formed Raytech Corporation's
Retirement Plan for Hourly Employees (the "Raytech Plan"). The
Raytech Plan covers substantially all hourly employees of RPC
retroactive to November 1, 1987 and calls for benefits to be paid to
eligible employees at retirement based upon an annual normal
retirement allowance of $192.00 multiplied by the number of years of
credited service. Effective in January 1994, the retirement
allowance was raised to $198.00. Prior to November 1, 1987 all
obligations due to Raybestos Products Company employees and the
related assets were covered under Raymark Industries, Inc. Retirement
Plan for Hourly Employees (the "Predecessor Plan"). In May of 1988,
pursuant to the divestiture of Raymark, all assets and obligations of
the Predecessor Plan transferred to Asbestos Litigation Management.
Employees covered under the Raytech Plan are eligible to
participate upon the attainment of age 21 and the completion of one
year of service. The benefits are based on negotiated benefits and
years of credited service. Employees who were eligible under the
Predecessor Plan became immediately eligible at November 1, 1987 for
the Raytech Plan. Upon retirement, these employees will receive
benefits from both plans.
The Company's funding policy is to contribute annually the
minimum amount required by the Employee Retirement Income Security
Act. The plan invests primarily in short-term investment contracts.
The Company uses the "projected unit credit method" for determining
the amounts and incidence of employer contributions to provide for
pension benefits.
The net periodic pension cost for defined benefit plans was
comprised of:
1995 1994 1993
Service cost $ 174 $ 214 $ 193
Interest cost on projected benefit
obligations 124 107 82
Actual return on plan assets (79) (59) (26)
Net amortization and deferral 11 8 (17)
Net periodic pension cost $ 230 $ 270 $ 232
Note J, continued
The unfunded status of the Raytech Plan is as follows:
December 31, January 1,
1995 1995
Actuarial present value of
benefit obligations:
Vested $(2,052) $(1,351)
Non-vested (148) (83)
Total accumulated benefit obligations $(2,200) $(1,434)
Projected benefit obligations $(2,200) $(1,434)
Plan net assets at fair value 1,460 1,125
Excess of projected benefit
obligation over plan assets (740) (309)
Unrecognized past service cost 79 87
Unrecognized actuarial loss 502 8
Adjustment required to recognize
minimum liability (581) (95)
Net accrued pension liability $ (740) $ (309)
The assumptions used for the fiscal years ending 1995, 1994 and
1993 were:
Dec. 31, Jan. 1, Jan. 2,
1995 1995 1994
Discount rate 7.0% 8.5% 7.0%
Expected long-term rate of
return on assets 6.0% 8.0% 8.0%
The Company's German subsidiaries have defined benefit plans
covering certain employees.
The net periodic pension cost for these defined benefit plans is
comprised of:
1995 1994 1993
Service cost $ 105 $ 91 $ 77
Interest cost on projected
benefit obligation 190 161 154
Amortization of transition amount 62 55 54
Amortization of actuarial gain (182) (157) (307)
Net periodic pension cost $ 175 $ 150 $ (22)
Discount rate 7.0% 7.0% 7.0%
Note J, continued
The unfunded status of the German plans is as follows:
Dec. 31, Jan. 1,
1995 1995
Actuarial present value
benefit obligations:
Vested $(2,387) $(1,891)
Non-vested (164) (370)
Total accumulated benefit obligations $(2,551) $(2,261)
Projected benefit obligations $(2,722) $(2,409)
Unrecognized past service cost 495 516
Unrecognized actuarial gain (159) (282)
Current maturities 132 117
Net accrued pension liability $(2,254) $(2,058)
In June 1986, Raymark terminated its defined benefit plan for
salaried employees and replaced it by modifying the defined
contribution plan. Subsequent to the sale of Raymark, this defined
contribution plan was replaced by a similar plan which covers
essentially all salaried employees of Raytech. Contributions
generally aggregate up to 6% of each salaried employee's base salary
in stock or cash. The total expense in 1995, 1994 and 1993 under
these defined contribution plans was $598, $603 and $540,
respectively.
The Company also provides certain postretirement life insurance
and medical benefits covering substantially all hourly and salaried
domestic employees. These benefits and similar benefits for active
employees are provided through an insurance company and a third-party
administrator whose premiums are based on benefits paid during the
years.
Under the Company's non-contributory postretirement life
insurance plan, at retirement, participants meeting eligibility
requirements, which are based on age and years of service, are
entitled to receive a death benefit of $3 for hourly employees; or
for salaried employees an amount equal to 50% of final annual base
salary for pre-October 1, 1988 hires or an amount equal to the
greater of $5 or 10% of final annual base salary for post-October 1,
1988 hires. These benefits are provided by the purchase of
individual life insurance policies upon the participants' retirement.
The Company also has a contributory, self-insured post-
retirement health plan. The plan provides certain medical coverage
to retirees and their dependents during the retirees' lifetime, and
benefits are subject to deductibles, an 80% coinsurance provision and
a $10 lifetime maximum for hourly employees and a $50 lifetime
Note J, continued
maximum for salaried employees. Eligibility is based on age and
years of service. Hourly participant contributions are governed by
the Company's collective bargaining agreement for pre-age 65 coverage
and are based on scheduled amounts for post age-65 coverage.
Contributions for pre-age 65 salaried participants are based on 15%
of pooled cost for retirees and 25% of pooled cost for spouses with
no contribution required for post-age 65 participants.
The Company funds the costs associated with providing the post-
retirement life insurance and health benefits on a "pay-as-you-go"
basis.
Effective the beginning of fiscal 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No.
106, "Employers Accounting for Postretirement Benefits Other than
Pensions," which requires companies to recognize the cost of
providing postretirement benefits over the employees' service period.
Prior to the requirements of SFAS 106, the Company recognized the
cost of providing these benefits on an "as incurred" basis.
The components of the accumulated postretirement benefit
obligation are as follows:
1995 1994
Retirees and dependents $ 979 $ 737
Actives fully eligible 3,076 2,254
Actives not fully eligible 5,950 4,222
Unfunded accumulated postretirement
benefit obligation 10,005 7,213
Unrecognized net gain(loss) (1,566) 380
Accrued postretirement benefit cost 8,439 7,593
Less current portion 186 157
$ 8,253 $ 7,436
The Company elected to recognize the accumulated postretirement
benefit obligation at the beginning of fiscal 1993 as a cumulative
charge to earnings. This charge, which amounted to $5,972, is in the
Company's Consolidated Statement of Operations as the cumulative
effect of an accounting change.
The components of net periodic postretirement benefit expense
for fiscal 1995, 1994 and 1993 are as follows:
1995 1994 1993
Service cost $ 383 $ 431 $ 313
Interest cost on accumulated
post-retirement benefit obligation 623 548 459
Unrecognized net gain(loss) (11) 73 0
Net periodic expense $ 995 $1,052 $ 772
Note J, continued
The assumed discount rates used to measure the accumulated
postretirement benefit obligation at December 31, 1995 and January 1,
1995 are 7.0% and 8.5%, respectively. The assumed health care cost
trend rate used to measure the expected cost of benefits is 10% for
both fiscal 1996 and 1995, gradually declining to attain an ultimate
rate of 6% in the year 2016. The health care cost trend rate has a
significant effect on the amounts reported. For example, a one
percentage point increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation by $900
and increase net periodic expense by $108.
The following table summarizes the number of active and retired
employees at the end of the last three fiscal years who are covered
under these plans:
Year Active Retirees
1995 1,244 41
1994 1,310 36
1993 1,187 37
Effective the beginning of fiscal 1994, the Company adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No.
112, "Employers' Accounting for Postemployment Benefits," which
requires companies to recognize the cost of providing postemployment
benefits over the employees' service period. The effect of
implementing the provisions of SFAS 112 was immaterial.
During 1988, certain assets of the employee savings plans were
invested in a long-term investment contract with Executive Life
Insurance Company. In April 1991, Executive Life Insurance Company
was placed in conservation by the California Insurance Commission and
pursuant to the terms of a Rehabilitation Plan approved by a
California Superior Court effective September 1993, all contracts
were restructured adjusting the values downward. In 1994, the
Company committed to make additional contributions to the employee
savings plans to reinstate certain designated employee investment
values lost as a result of the Executive Life Insurance Company
failure and subsequent conservation and rehabilitation plan.
Following receipt of governmental approvals, the Company made the
contributions to the employee savings plans in April 1995 in the
amount of $1,068 covering full reinstatement of investment losses in
Executive Life contracts. In October 1995, the Company was
reimbursed $224 from Executive Life holdbacks.
Note K - Geographic Information
Raytech, through its principal subsidiaries, is a multinational manufacturer and
marketer of specialty engineered products for heat resistant, inertia control, energy
absorption and transmission applications. Its products are used in the vehicular,
aerospace, nucleonics, petrochemical, energy, metal working, construction, agriculture,
utility and electronic industries, among others.
A summary of information about Raytech's operations by geographic segments at year-
end 1995, 1994 and 1993 and for the fiscal years then ended follows:
Operating
Net Profit Identifiable Depreciation Capital
Sales (Loss) Assets & Amortization Expenditures
1995
Domestic $126,061 $ 19,835 $ 90,258 $ 5,263 $ 7,130
Germany 48,257 1,062 21,596 2,142 2,929
United Kingdom 3,180 62 2,582 161 216
Consolidated $177,498 $ 20,959 $114,436 $ 7,566 $ 10,275
1994
Domestic $124,116 $ 21,011 $ 70,550 $ 5,131 $ 6,797
Germany 43,499 (2,606) 19,928 1,740 3,866
Other - - 1,331 21 691
Consolidated $167,615 $ 18,405 $ 91,809 $ 6,892 $ 11,354
1993
Domestic $ 98,828 $ 18,132 $ 62,223 $ 5,072 $ 5,296
Germany 40,462 (3,709) 17,265 1,731 2,522
Consolidated $139,290 $ 14,423 $ 79,488 $ 6,803 $ 7,818
Domestic sales to a single customer, Caterpillar, Inc., were 14%, 16% and 15% of
consolidated sales for 1995, 1994 and 1993, respectively. The Company's German
subsidiaries had sales to two customers, Fichtel & Sachs and LUK, of 9%, and 8% each of
consolidated sales for 1995, 9% each of consolidated sales for 1994 and 10% each of
consolidated sales for 1993.
NOTE L - Summarized Quarterly Financial Data (Unaudited)
(in thousands except share and market data)
Fiscal Quarters Ended 1995
April 2 July 2 October 1 December 31
Net sales $ 49,913 $ 45,705 $ 41,685 $ 40,195
Gross profit 14,389 11,176 10,508 11,704
Income before provision
for taxes and minority
interest 7,117 9,751 3,184 4,134
Net income $ 4,577 $ 5,645(a) $ 1,586 $ 2,529
Net income per share $ 1.33 $ 1.67 $ .47 $ .75
Market range:
-high 4-5/8 4-3/8 4-1/4 3-3/4
-low 4 2-1/4 2-3/4 2-3/4
Dividends - - - -
Fiscal Quarters Ended 1994-1995
April 3 July 3 October 2 January 1
Net sales $ 43,555 $ 43,849 $ 42,062 $ 38,149
Gross profit 11,781 11,439 9,511 11,817
Income before provision
for taxes 4,757 4,340 2,996 2,365
Net income $ 2,990(b) $ 2,589 $ 1,906 $ 1,158
Net income per share $ .89 $ .75 $ .56 $ .33
Market range:
-high 5-l/4 5 4-3/4 5-7/8
-low 2-7/8 3-7/8 4 4-l/4
Dividends - - - -
(a) Includes a one-time aftertax gain of $2.7 million, which resulted
from a favorable judgment in regard to a product defamation
lawsuit.
(b) Includes an additional charge of $400 associated with a commitment
by the Company to reinstate certain designated investment values
lost in certain employee savings plans investment contracts.
Note M - Supplementary Financial Statement Detail
Fiscal Year l995 l994
ACCRUED LIABILITIES
Property taxes $ 2,023 $ 1,826
Legal 324 476
Plant consolidation 448 630
Taxes 2,050 2,820
Wages and related taxes 4,239 5,327
Pensions and employee benefits 5,991 5,745
Product due Echlin (see Note H) 1,183 1,183
Other 4,118 3,143
$ 20,376 $ 21,150
OTHER LONG-TERM LIABILITIES
Long-term pensions $ 2,253 $ 2,057
Deferred taxes 2,856 380
Other 2,886 1,214
$ 7,995 $ 3,651
Fiscal Year 1995 1994 1993
OTHER OPERATING EXPENSE, NET
Production equipment write-down $(1,746) - -
German plant consolidation - $(1,167) $(3,300)
Insurance recovery - - 1,400
Reinstatement of designated
employee savings plans values - (400) (700)
$(1,746) $(1,567) $(2,600)
OTHER INCOME (EXPENSE), NET
Interest income $ 227 $ 82 $ 48
Lawsuit judgment 4,597 - -
Note settlement 489 - -
Other 604 (796) 92
$ 5,917 $ (714) $ 140
ALLOWANCE FOR BAD DEBTS
Beginning balance $ 519 $ 402 $ 533
Provisions 303 312 219
Charge-offs - (195) (350)
Ending balance $ 822 $ 519 $ 402
Note N - Commitments and Contingencies
Rental expense amounted to $894, $741, and $941 in 1995,
1994 and 1993, respectively. The approximate minimum rental
commitments under non-cancelable leases at December 31, 1995 were
as follows: 1996, $542; 1997, $465; 1998, $219; 1999, $138,
2000, $92 and 2001 and thereafter, $504.
Note O - Stock Option Plans
The Company's 1980 Non-Qualified Stock Option Plan (the
"Plan"), as amended, provides for the grant of options for up to
600,000 shares of common stock and any accompanying stock appreciation
rights. The Company granted both non-qualified and incentive stock
options. In general, options granted under the Plan are at 100% of
the fair market value on grant date or par value, whichever is higher.
Once granted, options become exercisable in whole or in part after one
year and expire on the tenth anniversary of the grant. Prior to the
merger (refer to Note A), options were generally exercisable at the
cumulative rate of 20% per year beginning one year from the date of
grant. At the 1986 Annual Meeting, par value was reduced to $1.00 per
share, and options granted below par value in 1985 were approved. On
the effective date of the merger, all outstanding options under the
Plan were canceled and new non-qualified options were issued by the
Company at an option price of $6.81 which was equal to the fair market
value at the date of grant. The term during which any future options
may be granted under the Plan expired on December 31, 1989.
In 1991, the shareholders approved the adoption of a new non-
qualified stock option plan ("1990 Plan") to replace the expired Plan.
The terms and provisions of the 1990 Plan are similar to the expired
Plan, providing for the grant of options for up to 500,000 shares of
common stock authorized for such purpose by the shareholders.
Effective November 1, 1992, the Company granted 479,071 non-qualified
options at an option price of $2.75. At the date of grant the market
price per share was $2.375.
The following summarizes activity in fiscal 1993, 1994 and 1995 under
the Plan:
Option Price Options
Period Per Share ($) Outstanding
January 3, 1993 1.75 to 7.875 872,042
Canceled 1.75 (650)
Exercised 1.75 (2,050)
January 2, 1994 1.75 to 7.875 869,342
Canceled 1.75 to 6.81 (36,418)
Exercised 1.75 to 2.75 (19,869)
January 1, 1995 1.75 to 7.875 813,055
Canceled 1.75 to 6.81 (104,706)
Exercised 1.75 to 2.75 (11,115)
December 31, 1995 1.75 to 7.875 697,234
Note P - Concentration of Trade Receivables and
Financial Instruments
Financial instruments, which potentially subject the Company
to concentration of credit risk, consist principally of cash and
cash equivalents and trade receivables. The Company places its
cash with high credit quality institutions. At times such amounts
may be in excess of the FDIC insurance limits. The primary
businesses of the Company's U.S. subsidiaries are the automotive
and heavy duty equipment markets and the related aftermarkets
within the United States. As of December 31, 1995, the Company had
uncollateralized receivables with two customers approximating
$3,721, which represents 21% of the Company's trade accounts
balance. During fiscal 1995, sales to these customers amounted to
approximately $37,609, which represents 21% of the Company's
revenues. The Company performs ongoing credit evaluations of its
customers' financial condition but does not require collateral to
support customer receivables. The Company establishes an allowance
for doubtful accounts based upon factors surrounding the credit
risk of specific customers, historical trends and other
information.
Note Q - Subsequent Event
On January 31, 1996, Raytech Composites, Inc., a subsidiary
of the Company, acquired a minority share of 47% of the stock of
Advanced Friction Materials Company ("AFM") located in Sterling
Heights, Michigan, from Oscar E. Stefanutti and related family
trusts for $9,400. Raybestos Products Company, the operating
subsidiary of Raytech Composites, Inc., simultaneously entered
into a technology exchange agreement with AFM and agreed to
purchase certain operating assets and real property both on the
closing and on the first anniversary date at a combined purchase
price of $10,600 to be adjusted in part by an evaluation of
certain current assets.
AFM, the majority ownership of which remains in Oscar E.
Stefanutti and related family trusts, is engaged and will
continue in the development, engineering and sales of automobile
transmission component parts, including friction plates, bands
and friction materials for torque converters, to original
equipment manufacturers.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Raytech Corporation:
We have audited the consolidated financial statements of Raytech
Corporation (the "Company," a holding company) and subsidiaries
listed in Item 14(a) of this Form 10-K. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards 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. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Raytech Corporation and subsidiaries as of
December 31, 1995 and January 1, 1995 and the consolidated
results of their operations and their cash flows for each of the
three fiscal years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedules
referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all
material respects, the information required to be included
therein.
As discussed in Note A to the consolidated financial statements,
Raymark Corporation ("Raymark") is a defendant in numerous
lawsuits seeking substantial damages relating to airborne
asbestos fibers. The Company has been named a co-defendant in
approximately 3,300 of these asbestos-related lawsuits as a
successor in liability to Raymark. In addition, the Company is
co-defendant with Raymark in lawsuits involving environmental
matters as a successor in liability to Raymark. On March 10,
1989, Raytech filed a petition seeking relief under Chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code"). Under
the provisions of the Bankruptcy Code, the Company is operating
as a debtor-in-possession. The Company's operating subsidiaries,
none of which have filed for protection under Chapter 11,
continue to operate their businesses in the ordinary course of
business. Raytech filed to protect itself from the lawsuits
mentioned above and to obtain a binding ruling for all
jurisdictions on whether Raytech is liable as a successor for
asbestos-related claims, including any claims yet to be filed,
relating to the operations of Raymark or its predecessors.
During 1995, Raytech received adverse rulings precluding it from
relitigating the 1988 ruling holding Raytech to be a successor to
Raymark's asbestos-related claims. Determination of Raytech's
actual liabilities as successor to Raymark's asbestos-related and
environmental claims is subject to the uncertainties inherent in
the process of reorganizing under the Bankruptcy Code. Such
liabilities could have a material adverse effect on the Company.
These uncertainties raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or adjustments relating
to establishment, settlement and classification of liabilities
that may be required in connection with reorganizing under the
Bankruptcy Code.
As discussed in Notes I and J to the consolidated financial
statements, effective January 4, 1993, the Company changed its
method of accounting for postretirement benefits other than
pensions and its method of accounting for income taxes.
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
March 15, 1996
Item 9. Disagreements on Accounting and Financial Disclosures
None
PART III
Item 10. Directors and Executive Officers of Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 13. Certain Relationships and Related Transactions
Responses to Items 10 through 13 are included in the
Registrant's definitive proxy statement filed pursuant to
Regulation 14A for the 1996 Annual Meeting of Shareholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
(a) The following financial statements are included in Part II,
Item 8:
(1) Financial Statements
Consolidated Balance Sheets - December 31, 1995 and
January 1, 1995.
Consolidated Statements of Operations for the 1995,
1994 and 1993 fiscal years
Consolidated Statements of Cash Flows for the 1995,
1994 and 1993 fiscal years
Consolidated Statements of Shareholders' Equity
(Deficit) for the 1995, 1994 and 1993 fiscal years
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedules
The following additional financial information is filed as
part of this Form 10-K and should be read in conjunction
with the consolidated financial statements. Schedules not
included with this additional financial information have
been omitted either because they are not applicable or
because the required information is shown in the
consolidated financial statements.
- Schedule I - Condensed Financial Statements
of the Registrant (Parent)(Unaudited)
(3) The Exhibits are listed in the index of Exhibits at Item
(c) hereafter.
(b) Reports on Form 8-K
On May 15, 1995, the Registrant filed a Form 8-K with the
Commission with respect to a Ruling of the United States Court
of Appeals for the Third Circuit in the case entitled Raytech
Corporation v. Earl White, et al. (No. 94-1347) which affirmed a
lower court ruling that had dismissed part of an action brought
by the Registrant seeking a declaratory judgment that it not be
held liable for the asbestos-related liabilities of Raymark
Industries, Inc. from which the Registrant had purchased some of
its operating assets. The lower court, the U.S. District Court
of the District of Connecticut, had issued a ruling in 1991
dismissing the successor liability count of the class action
citing as a reason the preclusive effect of a 1988 judgment of
the U.S. District Court of the District of Oregon (Schmoll v.
ACands, Inc., et al.) under the doctrine of collateral estoppel
in which case the Registrant was ruled to be a successor to
Raymark Industries, Inc. asbestos-related liabilities.
(c) Index of Exhibits Page
2(a) Plan or Reorganization dated May 31, 1994
filed by the Registrant (k)
2(b) Plan of Reorganization dated September 12,
1994 filed by the unsecured creditors'
committee (l)
3(a) Certificate of Incorporation of Raytech (d)
3(b) By-laws of Raytech (d)
4(a) Amendment No. 1 to Form S-4 Registration
Statement, Registration No. 33-7491 (b)
10(a) Raytech Corporation's 1980 Non-Qualified Stock
Option Plan, as amended (c)
Page
10(b) Raytech Corporation's Variable Compensation
Program as amended and restated December 14, 1990
(g)
10(c) Amended and Restated Agreement and Plan of
Merger dated as of September 4, 1986 (a)
10(d) Stock Purchase Agreement dated March 30, 1987
between Raymark Industries, Inc. and Raytech
Composites (e), Amendment dated July 18, 1991
(h) and Amendment dated December 21, 1992 (i)
10(e) Asset Purchase Agreement dated October 29, 1987
between Raymark Industries, Inc. and Raytech
Composites, Inc. (e), Amendment dated July 18,
1991 (h) and Amendment dated December 21, 1992 (i)
10(f) Stock Purchase Agreement dated May 18, 1988
between Raytech Corporation and Asbestos
Litigation Management, Inc. (f)
10(g) Asset Purchase Agreement (Notarial Deed) dated
June 19, 1992 between Ferodo Beral GmbH and
Raytech Composites, Inc. and Raybestos
Reibbelag GmbH (i)
10(h) Loan Agreement dated September 16, 1993 between
Raytech Composites, Inc. and Raymark Industries,
Inc. (j)
10(i) Loan Agreement dated January 10, 1994 between
Raytech Composites, Inc. and Raymark Industries,
Inc. (j)
10(j) Loan and Security Agreement dated March 29, 1995
between Raybestos Products Company and The CIT
Group/Credit Finance, Inc. (m)
11 Statement re. Computation of Per Share Earnings 88
22 Subsidiaries of Raytech 89
24 Consent of Independent Accountants 90
Footnotes to Exhibits
(a) Filed as an Exhibit to Registrant's Amendment No. 1 to
Form S-4, Registration Statement, Registration No. 33-7491,
filed with the Securities and Exchange Commission on
September 5, 1986.
(b) Filed with the Securities and Exchange Commission on
September 5, 1986.
(c) Included in Registrant's Registration Statement on Form
S-8 (Registration No. 2-95251) filed with the Securities
and Exchange Commission on January 11, 1985.
(d) Included as an Exhibit to Registrant's Report on Form
10-K filed with the Securities and Exchange Commission
on March 23, 1987.
(e) Included as an Exhibit to Registrant's Report on Form
10-K filed with the Securities and Exchange Commission on
March 28, 1988, as amended by Form 8 filed on April 11,
1988 and Form 8 filed on April 19, 1988.
(f) Included as an Exhibit to Registrant's Report on Form
10-K filed with the Securities and Exchange Commission on
March 29, 1989.
(g) Included as an Exhibit to Registrant's Report on Form
10-K filed with the Securities and Exchange Commission on
March 20, 1991.
(h) Included as an Exhibit to Registrant's Report on Form
10-Q filed with the Securities and Exchange Commission on
September 29, 1991, as amended by Form 8 filed on
February 27, 1992.
(i) Included as an Exhibit to Registrant's Report on Form
10-K filed with the Securities and Exchange Commission on
March 22, 1993.
(j) Included as an Exhibit to Registrant's Report on Form 10-K
filed with the Securities and Exchange Commission on
March 14, 1994.
(k) Included as an Exhibit to Registrant's Report on Form 10-Q
filed with the Securities and Exchange Commission on
August 9, 1994.
(l) Included as an Exhibit to Registrant's Report on Form
10-Q filed with the Securities and Exchange Commission
on November 7, 1994.
(m) Included as an Exhibit to Registrant's Report on Form
10-Q filed with the Securities and Exchange Commission
on April 2, 1995.
Copies of exhibits which are not included herewith and which
have not previously been filed with the Securities and Exchange
Commission may be obtained by submitting a written request,
specifying the name of the exhibit and including payment of
$2.00 for each exhibit to cover handling and postage, to:
LeGrande L. Young, Secretary, Raytech Corporation, Suite 512,
One Corporate Drive, Shelton, Connecticut 06484.
(d) The Index to Consolidated Financial Statements and Financial
Statement Schedules is included beginning on page 81
hereafter.
Index To Consolidated Financial Statements
and Financial Statement Schedules
Page
Financial Statements:
Consolidated Balance Sheets
December 31, 1995 and January 1, 1995 32
Consolidated Statements of Operations
for the 1995, 1994 and 1993 Fiscal Years 33
Consolidated Statements of Cash Flows
for the 1995, 1994 and 1993 Fiscal Years 34
Consolidated Statements of Shareholders'
Equity (Deficit) for the 1995, 1994, and 1993
Fiscal Years 35
Notes to Consolidated Financial Statements 38
Report of Independent Accountants 74
Financial Statement Schedules:
Schedule I - Condensed Financial Statements
of the Registrant (Parent)(Unaudited) 82
RAYTECH CORPORATION
SCHEDULE I - Condensed Financial Statements
of the Registrant (Parent)
BALANCE SHEETS (UNAUDITED)
(in thousands)
ASSETS
1995 1994
Assets:
Cash $ 65 $ 52
Other current assets 2 -
Deferred taxes 3,977 1,222
Due from Raytech Composites, Inc.
(eliminated in consolidation) 1,310 3,672
Total current assets 5,354 4,946
Property, plant and equipment, net 111 -
Investment in majority-owned subsidiaries 22,262 3,028
Deferred taxes 2,901 1,428
Other long-term assets 1,080 -
Total assets $ 31,708 $ 9,402
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable $ 33 $ 160
Accrued liabilities 8,871 4,503
Total current liabilities 8,904 4,663
Other liabilities 4,124 1,023
Total liabilities 13,028 5,686
Investment in subsidiaries - -
Shareholders' equity (deficit)
Common stock $ 5,362 $ 5,351
Additional paid in capital 70,192 70,148
Accumulated deficit (54,913) (69,250)
Cumulative translation adjustment 2,600 2,028
23,241 8,277
Less treasury stock at cost (4,561) (4,561)
Total shareholders' equity (deficit) 18,680 3,716
Total liabilities and shareholders'
equity (deficit) $ 31,708 $ 9,402
The accompanying notes and the notes to the consolidated financial statements
are an integral part of the condensed financial statements.
RAYTECH CORPORATION
SCHEDULE I - Condensed Financial Statements
of the Registrant (Parent)
STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share data)
1995 1994 1993
General and administrative expenses $ 4,436 $ 4,774 $ (349)
Income (loss) before equity in earnings
in subsidiaries (4,436) (4,774) 349
Equity in earnings of subsidiaries 18,773 13,417 4,399
Net income $ 14,337 $ 8,643 $ 4,748
Earnings per share $ 4.26 $ 2.52 $ 1.44
Average shares outstanding 3,369,003 3,426,034 3,290,912
The accompanying notes and the notes to the consolidated financial statements are
an integral part of these condensed financial statements.
RAYTECH CORPORATION
SCHEDULE I - Condensed Financial Statements
of the Registrant (Parent)
STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
1995 1994 1993
Net cash used in operating activities $(2,082) $(3,892) $ (222)
Cash flow from investing activities:
Dividends from subsidiary 2,070 3,973 125
Net cash provided by
investing activities 2,070 3,973 125
Cash flow from financing activities:
Proceeds from sale of stock 25 52 4
Increase (decrease) in bank overdraft - (81) 81
Net cash provided by (used in)
financing activities 25 (29) 85
Net change in cash 13 52 (12)
Cash, beginning of period 52 - 12
Cash, end of period $ 65 $ 52 $ -
The accompanying notes and the notes to the consolidated financial statements are an
integral part of these condensed financial statements.
RAYTECH CORPORATION
SCHEDULE I - Condensed Financial Statements
of the Registrant (Parent)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(in thousands)
Note 1: Basis of Presentation
The accompanying notes should be read in conjunction with the
consolidated financial statements of Raytech Corporation (the
"Registrant") and the notes thereto. The accompanying financial
statements of Raytech Corporation, a holding company, include the
following accounts:
- Cash in debtor-in-possession accounts.
- Income tax accounts except as related to Allomatic Products
Company and foreign subsidiaries. Under the Company's corporate
tax allocation policy, income taxes are provided on a stand-alone
basis.
- Costs and expenses and related accounts payable and accrued
liabilities which in the opinion of management relate to the
operation of the holding company.
- Capital accounts of the holding company.
The investment in and operating results of the holding company's
wholly- and majority-owned subsidiaries are reflected on the equity
method. Due from Raytech Composites, Inc. results primarily from the
allocation of income taxes and certain legal fees.
Note 2: Change in Policy
Effective January 3, 1994, the Company designated certain additional
operating costs as the responsibility of the Registrant. Such costs
consist principally of compensation and related costs of certain
employees now designated as employees of the Registrant, operating
costs of the Shelton, Connecticut, headquarters facility, certain
professional fees, shareholder fees and public relations expenses.
These costs are financed with subsidiary dividends.
In 1993, these costs amounted to approximately $4.0 million.
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.
RAYTECH CORPORATION
By: /s/CRAIG R. SMITH
Craig R. Smith
President and
Chief Executive Officer
Date: March 28, 1996
SIGNATURES
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 shown on
March 28, 1996.
Signature and Title Signature and Title
/s/ CRAIG R. SMITH /s/DENNIS G. HEINER
Craig R. Smith Dennis G. Heiner
President, Chief Executive Director
Officer and Director
/s/ALBERT A. CANOSA /s/DONALD P. MILLER
Albert A. Canosa Donald P. Miller
Vice President of Administration, Director
Treasurer and Chief
Financial Officer
/s/ROBERT L. BENNETT /s/ROBERT B. SIMS
Robert L. Bennett Robert B. Sims
Director Director
/s/ROBERT M. GORDON
Robert M. Gordon
Director