UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | ||
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 30, 2003 | |
| OR | ||
| o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________ to ______________ | |
Commission file number 1-12164
WOLVERINE TUBE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 63-0970812 | |
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| (State of Incorporation) | (IRS Employer Identification No.) | |
| 200 Clinton Avenue West, Suite 1000 | ||
| Huntsville, Alabama | 35801 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(256) 353-1310
(Registrants Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO o
Indicate the number of shares outstanding of each class of Common Stock, as of the latest practicable date:
| Class | Outstanding as of May 1, 2003 | |
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| Common Stock, $0.01 Par Value | 12,279,654 Shares |
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
| Page No. | ||||||||
| PART I |
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Item 1. |
Financial Statements | |||||||
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| Condensed Consolidated Statements of Income (Unaudited) Three-Month Periods Ended March 30, 2003 and March 31, 2002 | 1 | |||||||
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| Condensed Consolidated Balance Sheets March 30, 2003 and December 31, 2002 | 2 | |||||||
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| Condensed Consolidated Statements of Cash Flows (Unaudited) Three-Month Periods Ended March 30, 2003 and March 31, 2002 | 3 | |||||||
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| Notes to Condensed Consolidated Financial Statements (Unaudited) | 4 | |||||||
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||||||
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 23 | ||||||
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Item 4. |
Controls and Procedures | 25 | ||||||
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| PART II |
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Item 1. |
Legal Proceedings | 26 | ||||||
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Item 6. |
Exhibits and Reports on Form 8-K | 26 | ||||||
| ITEM 1. | FINANCIAL STATEMENTS |
Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
| Three-month period ended: | |||||||||
| March 30, 2003 | March 31, 2002 | ||||||||
| (In thousands except per share amounts) | |||||||||
Net sales |
$ | 143,497 | $ | 137,543 | |||||
Cost of goods sold |
128,875 | 123,220 | |||||||
Gross profit |
14,622 | 14,323 | |||||||
Selling, general and administrative expenses |
8,142 | 7,904 | |||||||
Income from operations |
6,480 | 6,419 | |||||||
Other expenses: |
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Interest expense, net |
5,178 | 3,730 | |||||||
Amortization and other, net |
542 | 78 | |||||||
Income before income taxes |
760 | 2,611 | |||||||
Income tax provision |
122 | 923 | |||||||
Net income |
638 | 1,688 | |||||||
Less preferred stock dividends |
| (58 | ) | ||||||
Net income applicable to common shares |
$ | 638 | $ | 1,630 | |||||
Net income per common share -basic |
$ | 0.05 | $ | 0.13 | |||||
Basic weighted average number of common shares |
12,262 | 12,148 | |||||||
Net income per common share -diluted |
$ | 0.05 | $ | 0.13 | |||||
Diluted weighted average number of common and common equivalent shares |
12,398 | 12,269 | |||||||
See Notes to Condensed Consolidated Financial Statements.
1
Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| March 30, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands except share and per share amounts) | (Unaudited) | (Note) | ||||||||
Assets |
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Current assets |
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Cash and equivalents |
$ | 35,166 | $ | 53,920 | ||||||
Accounts receivable, net |
85,524 | 65,212 | ||||||||
Inventories |
94,974 | 85,485 | ||||||||
Refundable income taxes |
7,206 | 6,347 | ||||||||
Prepaid expenses and other |
8,471 | 8,055 | ||||||||
Total current assets |
231,341 | 219,019 | ||||||||
Property, plant and equipment, net |
207,907 | 208,999 | ||||||||
Deferred charges, net |
14,596 | 13,811 | ||||||||
Goodwill, net |
100,110 | 100,100 | ||||||||
Assets held for sale |
8,886 | 8,791 | ||||||||
Prepaid pensions |
19 | | ||||||||
Total assets |
$ | 562,859 | $ | 550,720 | ||||||
Liabilities and Stockholders Equity |
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Current liabilities |
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| Accounts payable | $ | 34,926 | $ | 30,290 | ||||||
Accrued liabilities |
19,658 | 19,293 | ||||||||
Short-term borrowings |
1,401 | 1,217 | ||||||||
Total current liabilities |
55,985 | 50,800 | ||||||||
Deferred income taxes |
11,308 | 11,902 | ||||||||
Long-term debt |
255,290 | 255,712 | ||||||||
Pension liabilities |
15,913 | 14,540 | ||||||||
Postretirement benefit obligation |
16,088 | 15,666 | ||||||||
Accrued environmental remediation |
1,330 | 1,465 | ||||||||
Total liabilities |
355,914 | 350,085 | ||||||||
Stockholders equity |
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Common stock, par value $0.01 per share;
40,000,000 shares authorized; 14,326,239
shares issued as of March
30, 2003 and December 31, 2002
|
143 | 143 | ||||||||
Additional paid-in capital |
103,218 | 103,213 | ||||||||
Retained earnings |
165,185 | 164,547 | ||||||||
Unearned compensation |
(247 | ) | (302 | ) | ||||||
Accumulated other comprehensive loss |
(23,979 | ) | (29,591 | ) | ||||||
Treasury stock, at cost; 2,063,800 shares
as of March 30, 2003 and December 31, 2002 |
(37,375 | ) | (37,375 | ) | ||||||
Total stockholders equity |
206,945 | 200,635 | ||||||||
Total liabilities and stockholders equity |
$ | 562,859 | $ | 550,720 | ||||||
| Note: | The Balance Sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See Notes to Condensed Consolidated Financial Statements |
2
Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three-month period ended: | ||||||||||
| March 30, 2003 | March 31, 2002 | |||||||||
| (In thousands) | ||||||||||
Operating Activities |
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Net income |
$ | 638 | $ | 1,688 | ||||||
Adjustments to reconcile net income to net cash used
for operating activities: |
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Depreciation and amortization |
4,617 | 4,153 | ||||||||
Deferred income taxes |
38 | | ||||||||
Other non-cash items |
83 | 58 | ||||||||
Changes in operating assets and liabilities: |
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Accounts receivable, net |
(18,887 | ) | (19,873 | ) | ||||||
Inventories |
(8,014 | ) | 5,445 | |||||||
Refundable income taxes |
(954 | ) | 214 | |||||||
Prepaid expenses and other |
(1,595 | ) | 274 | |||||||
Accounts payable |
3,963 | (3,070 | ) | |||||||
Accrued liabilities including pension,
postretirement benefit and environmental |
1,246 | (70 | ) | |||||||
Net cash used for operating activities |
(18,865 | ) | (11,181 | ) | ||||||
Investing Activities |
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Additions to property, plant and equipment |
(872 | ) | (1,948 | ) | ||||||
Financing Activities |
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Financing fees and expenses paid |
(27 | ) | (6,843 | ) | ||||||
Net borrowings (payments) on revolving credit facilities |
145 | (93,652 | ) | |||||||
Net increase in note payable |
| 1,711 | ||||||||
Proceeds from issuance of senior notes |
| 118,546 | ||||||||
Issuance of common stock |
| 22 | ||||||||
Redemption of preferred stock |
| (1,000 | ) | |||||||
Dividends paid on preferred stock |
| (58 | ) | |||||||
Net cash provided by financing activities |
118 | 18,726 | ||||||||
Effect of exchange rate on cash and equivalents |
1,273 | (115 | ) | |||||||
Net cash provided by (used for) continuing operations |
(18,346 | ) | 5,482 | |||||||
Net cash provided by (used for) discontinued operations |
(408 | ) | 139 | |||||||
Net increase (decrease) in cash and equivalents |
(18,754 | ) | 5,621 | |||||||
Cash and equivalents at beginning of period |
53,920 | 22,739 | ||||||||
Cash and equivalents at end of period |
$ | 35,166 | $ | 28,360 | ||||||
See Notes to Condensed Consolidated Financial Statements.
3
Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 30, 2003
(Unaudited)
| NOTE 1. | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements include the accounts of Wolverine Tube, Inc. (the Company) and its majority-owned subsidiaries after elimination of significant intercompany accounts and transactions. References to the Company, we or us refer to Wolverine Tube, Inc. and its consolidated subsidiaries, unless the context otherwise requires. The accompanying condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying condensed consolidated financial statements (and all information in this report) have not been examined by independent auditors; but, in the opinion of management, all adjustments, which consist of normal recurring accruals necessary for a fair presentation of the results for the periods, have been made. The results of operations for the three-month period ended March 30, 2003 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2002.
We use our internal operational reporting cycle for quarterly financial reporting.
| NOTE 2. | CONTINGENCIES |
We are subject to extensive environmental regulations imposed by federal, state, provincial and local authorities in the United States, Canada, China and Portugal with respect to emissions to air, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste materials, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued undiscounted estimated environmental remediation costs of $1.3 million at March 30, 2003, consisting primarily of $0.6 million for the Decatur, Alabama facility, $20,000 for the Greenville, Mississippi facility, $28,000 for the Altoona, Pennsylvania facility and $0.7 million for the Ardmore, Tennessee facility. Based on information currently available, we believe that the ultimate costs for these matters are not reasonably likely to have a material effect on our business, financial condition or results of operations. However, actual costs related to environmental matters could differ materially from the amounts we estimated and accrued at March 30, 2003 and could result in additional exposure if these environmental matters are not resolved as anticipated.
4
| NOTE 3. | INVENTORIES |
Inventories are as follows:
| March 30, 2003 | December 31, 2002 | |||||||
| (In thousands) | ||||||||
Finished products |
$ | 29,834 | $ | 25,750 | ||||
Work-in-process |
19,720 | 16,027 | ||||||
Raw materials and supplies |
45,420 | 43,708 | ||||||
Totals |
$ | 94,974 | $ | 85,485 | ||||
| NOTE 4. | INTEREST EXPENSE, NET |
Interest expense is net of interest income and capitalized interest of $0.1 million and $17,000, respectively, for the three-month period ended March 30, 2003, and $25,000 and $6,000, respectively, for the three-month period ended March 31, 2002. Interest expense in the first quarter of 2002 is also net of interest income from loans to the discontinued operations of Wolverine Ratcliffs, Inc. of $0.4 million.
| NOTE 5. | DEBT |
Long-term debt consists of the following:
| March 30, 2003 | December 31, 2002 | |||||||
| (In thousands) | ||||||||
Senior Notes, 10.5%, due April 2009 |
$ | 118,000 | $ | 118,000 | ||||
Discount on 10.5% Senior Notes, original
issue discount amortized over 7 years |
(1,222 | ) | (1,272 | ) | ||||
Senior Notes, 7.375%, due August 2008 |
136,582 | 137,123 | ||||||
Discount on 7.375% Senior Notes, original
issue discount amortized over 10 years |
(153 | ) | (161 | ) | ||||
Netherlands facility, 5.13%, due on demand |
1,391 | 1,205 | ||||||
Other foreign facilities |
2,093 | 2,034 | ||||||
| 256,691 | 256,929 | |||||||
Less short-term borrowings |
(1,401 | ) | (1,217 | ) | ||||
Totals |
$ | 255,290 | $ | 255,712 | ||||
As of March 30, 2003, we had no outstanding obligations under our secured revolving credit facility. We had approximately $5.5 million of standby letters of credit outstanding that are collateralized with our secured revolving credit facility and approximately $32.0 million (subject to a $2.0 million excess availability requirement) in additional borrowing availability thereunder.
In October 2002, we completed an interest rate swap on $50 million notional amount of our 7.375% Senior Notes. As of March 30, 2003, we recorded the fair market value of the interest rate swap of $0.2 million as other liabilities with a corresponding decrease to the hedged debt, with equal and offsetting unrealized gains and losses included in other income (expense), net. As of December 31, 2002, we recorded the fair market value of the interest rate swap of $0.4 million as other assets with a corresponding increase to the hedged debt with equal and offsetting unrealized gains and losses included in other income (expense), net.
5
| NOTE 6. | STOCK-BASED COMPENSATION PLANS |
| March 30, 2003 | March 31, 2002 | |||||||||
| (In thousands, except per share amounts) | ||||||||||
Net income applicable to common shares, as
reported |
$ | 638 | $ | 1,630 | ||||||
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects |
(203 | ) | (248 | ) | ||||||
Pro forma net income applicable to common shares |
$ | 435 | $ | 1,382 | ||||||
Earnings per share: |
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Basic as reported |
$ | 0.05 | $ | 0.13 | ||||||
Basic pro forma |
$ | 0.04 | $ | 0.11 | ||||||
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Diluted as reported |
$ | 0.05 | $ | 0.13 | ||||||
Diluted pro forma |
$ | 0.04 | $ | 0.11 | ||||||
| NOTE 7. | COMPREHENSIVE INCOME |
Comprehensive income is as follows:
| Three-month period ended: | ||||||||
| March 30, 2003 | March 31, 2002 | |||||||
| (In thousands) | ||||||||
Net income |
$ | 638 | $ | 1,688 | ||||
Translation adjustment for financial statements
denominated in a foreign currency |
5,403 | (122 | ) | |||||
Unrealized gain on cash flow hedges, net of tax |
317 | 2,796 | ||||||
Minimum pension liability adjustment, net of tax |
(108 | ) | | |||||
Comprehensive income |
$ | 6,250 | $ | 4,362 | ||||
| NOTE 8. | INDUSTRY SEGMENTS |
Our reportable segments are based on our three product groups: commercial products, wholesale products and rod, bar and other products. Commercial products consist primarily of high value added products sold directly to original equipment manufacturers. Wholesale products are commodity-type plumbing tube products, which are primarily sold to plumbing wholesalers and distributors. Rod, bar and other consists of products sold to a variety of customers and includes our European distribution business. We evaluate the performance of our operating segments based on sales and gross profit; however, we do not allocate asset amounts and items of income and expense below gross profit or depreciation and amortization.
6
Summarized financial information concerning our reportable segments is shown in the following table:
| Rod, Bar | |||||||||||||||||
| Commercial | Wholesale | & Other | Consolidated | ||||||||||||||
| (In thousands) | |||||||||||||||||
Three-month period ended March 30, 2003 |
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Net sales |
$ | 110,320 | $ | 23,937 | $ | 9,240 | $ | 143,497 | |||||||||
Gross profit |
13,778 | 64 | 780 | 14,622 | |||||||||||||
Three-month period ended March 31, 2002 |
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Net sales |
$ | 106,353 | $ | 22,004 | $ | 9,186 | $ | 137,543 | |||||||||
Gross profit |
12,174 | 1,590 | 559 | 14,323 | |||||||||||||
| NOTE 9. | EARNINGS PER SHARE |
The following table sets forth the computation of basic and diluted earnings per share:
| Three-month period ended: | ||||||||
| March 30, | ||||||||