UNIFAB International, Inc. Reports Midland Investment.Business Editors NEW IBERIA New Iberia, city (1990 pop. 31,828), seat of Iberia parish, S La., on Bayou Teche, which is connected to the Intracoastal Waterway by a canal; inc. 1836. It has printing and publishing, and its manufactures include oil- and gas-drilling equipment, fabricated steel, , La.--(BUSINESS WIRE)--Aug. 15, 2002 UNIFAB International, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :UFAB) (the "Company") today reported completion of the investment and recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. transaction with Midland Fabricators and Process Systems, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control . Under the terms of the agreement, Midland has received 738 shares of Unifab preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. and a convertible, secured subordinated debenture subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before in exchange for $20.6 million outstanding under the Company's senior secured credit agreement. Each share of the preferred stock is convertible into 100,000 shares the Company's common stock. The debenture, valued at $10.6 million, is convertible into the Company's common stock at $0.35 per share. Additionally, Midland settled accounts payable with a face value of $5.6 million for a secured subordinated note for $4.7 million and exchanged $2.1 million advanced under the senior secured credit agreement for a secured subordinated note. In conjunction with the transaction, Midland waived all existing defaults under the senior secured credit facility and $680,000 in penalties due. "This transaction demonstrates the confidence that Midland has in our ability to turn Unifab around and return the operations to profitability," said Allen C. Porter, Jr. who was appointed Chief Executive officer of the Company and President of Allen Process Systems, LLC. Bill Downey was appointed Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of the Company and President of Universal Fabricators, LLC. Said Porter, "We have significantly strengthened our balance sheet by adding nearly $12 million to our equity and improving our working capital nearly $30 million. By reclassifying all our remaining debt to noncurrent, we have established a high degree of financial stability. In the last year our customers were reluctant to give us work because of the uncertainty of our financial position. But that is no longer an issue. The quality and expertise of the people at the Company has never been an issue, and every one of our employees is looking forward to putting us back on the map. I am excited about the prospects and the challenge." "By adding Bill Downey as Chief Operating Officer for the Company and as President of Universal Fabricators, LLC. we have an outstanding management foundation that is experienced and well known in the industry. I could not have found anyone I would rather work with to build this company." UNIFAB International, Inc. is a custom fabricator fab·ri·cate tr.v. fab·ri·cat·ed, fab·ri·cat·ing, fab·ri·cates 1. To make; create. 2. To construct by combining or assembling diverse, typically standardized parts: of topside facilities, equipment modules and other structures used in the development and production of oil and gas reserves. In addition, the Company designs and manufactures specialized process systems, refurbishes and retrofits existing jackets and decks, provides design, repair, refurbishment and conversion services for oil and gas drilling rigs and performs offshore piping hook-up and platform maintenance services. Statements made in this news release regarding UNIFAB's expectations as to future operations of the Company and other statements included herein that are not statements of historical fact are forward-looking statements that depend upon the following factors, among others: continued demand for the services provided by UNIFAB, availability of skilled employees. Should any of these factors not continue as anticipated, actual results and plans could differ materially from those expressed in the forward-looking statements. The following table compares certain captions on the Unifab International, Inc. balance sheet and amounts derived from those captions at December 31, 2001 as reported in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and at June 30, 2002 as reported in the Company's Quarterly Report on Form 10-Q Form 10-Q See 10-Q. with the pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma amounts reported in the Company's current report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. .
December 31, 2001 June 30, 2002 June 30, 2002
As reported As reported Pro forma
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(Amounts are in thousands)
Cash $ 754 $ 636 $ 636
Current assets 28,439 16,672 15,997
Total assets 63,207 49,527 48,852
Current liabilities 43,952 35,991 6,222
Working capital
(deficit) (15,513) (19,319) 9,775
Current notes payable 23,246 22,652 292
Shareholders equity $ 19,133 $ 13,536 $ 25,130
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