UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 28, 2003
Commission file number 1-12164
WOLVERINE TUBE, INC.
| Delaware | 63-0970812 | |
|
|
||
| (State of Incorporation) | (IRS Employer Identification No.) |
| 200 Clinton Avenue West, Suite 1000 | ||
| Huntsville, Alabama | 35801 | |
|
|
||
| (Address of Principal Executive Offices) | (Zip 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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
Indicate the number of shares outstanding of each class of Common Stock, as of the latest practicable date:
| Class | Outstanding as of October 31, 2003 | |
|
|
||
| Common Stock, $0.01 Par Value | 12,279,343 Shares |
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
| Page No. | |||||||||
PART I |
|||||||||
| Item 1. | Financial Statements |
||||||||
Condensed Consolidated Statements of Operations (Unaudited)Three-Month and Nine-Month Periods Ended
September 28, 2003 and September 29, 2002 |
1 | ||||||||
Condensed Consolidated Balance Sheets
September 28, 2003 (Unaudited) and December 31, 2002 |
2 | ||||||||
Condensed Consolidated Statements of Cash Flows (Unaudited)Nine-Month Periods Ended September 28, 2003 and September 29, 2002 |
3 | ||||||||
Notes to Condensed Consolidated Financial Statements (Unaudited) |
4 | ||||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results
of Operations |
18 | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
32 | |||||||
| Item 4. | Controls and Procedures |
34 | |||||||
PART II |
|||||||||
| Item 1. | Legal Proceedings |
35 | |||||||
| Item 6. | Exhibits and Reports on Form 8-K |
35 | |||||||
ITEM 1. FINANCIAL STATEMENTS
Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three-month period ended: | Nine-month period ended: | ||||||||||||||||
| September 28, | September 29, | September 28, | September 29, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
| (In thousands except per share amounts) | |||||||||||||||||
Net sales |
$ | 144,099 | $ | 134,817 | $ | 440,574 | $ | 424,907 | |||||||||
Cost of goods sold |
137,857 | 120,347 | 407,105 | 376,902 | |||||||||||||
Gross profit |
6,242 | 14,470 | 33,469 | 48,005 | |||||||||||||
Selling, general and administrative expenses |
8,105 | 7,061 | 23,812 | 23,215 | |||||||||||||
Restructuring charges |
6,438 | | 6,438 | | |||||||||||||
Income (loss) from operations |
(8,301 | ) | 7,409 | 3,219 | 24,790 | ||||||||||||
Other expenses: |
|||||||||||||||||
Interest expense, net |
5,269 | 5,620 | 15,739 | 14,921 | |||||||||||||
Gain on extinguishment of debt |
| (1,074 | ) | | (1,074 | ) | |||||||||||
Amortization and other, net |
244 | 455 | 1,278 | 1,057 | |||||||||||||
Goodwill impairment |
23,153 | | 23,153 | | |||||||||||||
Income (loss) before income taxes |
(36,967 | ) | 2,408 | (36,951 | ) | 9,886 | |||||||||||
Income tax provision (benefit) |
(5,245 | ) | 581 | (5,966 | ) | 2,885 | |||||||||||
Net income (loss) |
(31,722 | ) | 1,827 | (30,985 | ) | 7,001 | |||||||||||
Less preferred stock dividends |
| | | (58 | ) | ||||||||||||
Net income (loss) applicable to common shares |
$ | (31,722 | ) | $ | 1,827 | $ | (30,985 | ) | $ | 6,943 | |||||||
Net income (loss) per common share basic |
$ | (2.58 | ) | $ | 0.15 | $ | (2.52 | ) | $ | 0.57 | |||||||
Basic weighted average number of common shares |
12,279 | 12,258 | 12,273 | 12,219 | |||||||||||||
Net income (loss) per common share diluted |
$ | (2.58 | ) | $ | 0.15 | $ | (2.52 | ) | $ | 0.56 | |||||||
Diluted weighted average number of common and
common equivalent shares |
12,279 | 12,405 | 12,273 | 12,351 | |||||||||||||
See Notes to Condensed Consolidated Financial Statements.
1
Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| September 28, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
| (In thousands except share and per share amounts) | (Unaudited) | (Note) | |||||||
Assets |
|||||||||
Current assets |
|||||||||
Cash and equivalents |
$ | 50,059 | $ | 53,920 | |||||
Accounts receivable, net |
87,469 | 65,212 | |||||||
Inventories |
96,396 | 85,485 | |||||||
Refundable income taxes |
| 6,347 | |||||||
Prepaid expenses and other |
10,207 | 8,055 | |||||||
Total current assets |
244,131 | 219,019 | |||||||
Property, plant and equipment, net |
202,806 | 208,999 | |||||||
Deferred charges, net |
13,294 | 13,811 | |||||||
Goodwill, net |
77,037 | 100,100 | |||||||
Assets held for sale |
6,411 | 8,791 | |||||||
Prepaid pensions and other |
4,292 | | |||||||
Total assets |
$ | 547,971 | $ | 550,720 | |||||
Liabilities and Stockholders Equity |
|||||||||
Current liabilities
|
|||||||||
Accounts payable |
$ | 41,975 | $ | 30,290 | |||||
Accrued liabilities |
23,801 | 19,293 | |||||||
Short-term borrowings |
1,574 | 1,217 | |||||||
Total current liabilities |
67,350 | 50,800 | |||||||
Deferred income taxes |
6,687 | 11,902 | |||||||
Long-term debt |
255,451 | 255,712 | |||||||
Pension liabilities |
18,776 | 14,540 | |||||||
Postretirement benefit obligation |
16,420 | 15,666 | |||||||
Accrued environmental remediation |
1,213 | 1,465 | |||||||
Total liabilities |
365,897 | 350,085 | |||||||
Stockholders equity |
|||||||||
Common stock, par value $0.01 per share;
40,000,000 shares authorized; 14,343,143
and 14,326,239 shares issued as of
September 28, 2003 and December 31, 2002,
respectively |
143 | 143 | |||||||
Additional paid-in capital |
103,342 | 103,213 | |||||||
Retained earnings |
133,562 | 164,547 | |||||||
Unearned compensation |
(249 | ) | (302 | ) | |||||
Accumulated other comprehensive loss |
(17,349 | ) | (29,591 | ) | |||||
Treasury stock, at cost; 2,063,800 shares
as of September 28, 2003 and December 31,
2002 |
(37,375 | ) | (37,375 | ) | |||||
Total stockholders equity |
182,074 | 200,635 | |||||||
Total liabilities and stockholders equity |
$ | 547,971 | $ | 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)
| Nine-month period ended: | ||||||||||
| September 28, | September 29, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands) | ||||||||||
Operating Activities |
||||||||||
Net income (loss) |
$ | (30,985 | ) | $ | 7,001 | |||||
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities: |
||||||||||
Depreciation and amortization |
14,117 | 13,326 | ||||||||
Deferred income taxes |
(3,956 | ) | (6 | ) | ||||||
Non-cash portion of restructuring charge |
5,077 | | ||||||||
Goodwill impairment |
23,153 | | ||||||||
Gain on retirement of senior notes |
| (1,074 | ) | |||||||
Other non-cash items |
239 | 497 | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable, net |
(19,007 | ) | (15,519 | ) | ||||||
Inventories |
1,100 | 13,460 | ||||||||
Refundable income taxes |
6,592 | 8,223 | ||||||||
Prepaid expenses and other |
(2,728 | ) | 1,061 | |||||||
Accounts payable |
341 | 706 | ||||||||
Accrued liabilities including pension,
postretirement benefit and environmental |
3,847 | 382 | ||||||||
Net cash provided by (used for) operating activities |
(2,210 | ) | 28,057 | |||||||
Investing Activities |
||||||||||
Additions to property, plant and equipment |
(4,330 | ) | (5,409 | ) | ||||||
Disposal of property, plant and equipment |
12 | | ||||||||
Net cash used for investing activities |
(4,318 | ) | (5,409 | ) | ||||||
Financing Activities |
||||||||||
Financing fees and expenses paid |
(29 | ) | (8,564 | ) | ||||||
Net borrowings (payments) on revolving credit facilities |
292 | (98,948 | ) | |||||||
Net increase in note payable |
| 1,914 | ||||||||
Proceeds from issuance of senior notes |
| 118,546 | ||||||||
Retirement of senior notes |
| (9,176 | ) | |||||||
Issuance (redemption) of common stock |
(36 | ) | 69 | |||||||
Redemption of preferred stock |
| (1,000 | ) | |||||||
Dividends paid on preferred stock |
| (58 | ) | |||||||
Other financing activities |
(4 | ) | | |||||||
Net cash provided by financing activities |
223 | 2,783 | ||||||||
Effect of exchange rate on cash and equivalents |
1,892 | 284 | ||||||||
Net cash provided by (used for) continuing operations |
(4,413 | ) | 25,715 | |||||||
Net cash provided by (used for) discontinued operations |
552 | (1,086 | ) | |||||||
Net increase (decrease) in cash and equivalents |
(3,861 | ) | 24,629 | |||||||
Cash and equivalents at beginning of period |
53,920 | 22,739 | ||||||||
Cash and equivalents at end of period |
$ | 50,059 | $ | 47,368 | ||||||
See Notes to Condensed Consolidated Financial Statements.
3
Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 28, 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 and nine-month periods ended September 28, 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 $1.2 million at September 28, 2003, consisting primarily of $0.5 million for the Decatur, Alabama facility and $0.6 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 September 28, 2003 and could result in additional exposure if these environmental matters are not resolved as anticipated.
4
NOTE 3. INVENTORIES
Inventories are as follows:
| September 28, 2003 | December 31, 2002 | |||||||
| (In thousands) | ||||||||
Finished products |
$ | 27,396 | $ | 23,617 | ||||
Work-in-process |
23,118 | 15,862 | ||||||
Raw materials |
16,285 | 14,894 | ||||||
Supplies |
29,597 | 31,112 | ||||||
Totals |
$ | 96,396 | $ | 85,485 | ||||
As of September 28, 2003, we recorded approximately $8.7 million of silver inventory as follows: $2.5 million raw materials; $2.7 million work-in-process; and $3.5 million finished products. This inventory, which had previously been accounted for as an off-balance sheet consignment arrangement, is procured under an ongoing precious metal arrangement.
NOTE 4. GOODWILL
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 presumes that goodwill has an indefinite useful life and thus should not be amortized, but rather tested at least annually for impairment using a lower of cost or fair value approach.
During the third quarter of 2003, we conducted the required annual goodwill impairment review. Updated valuations for each reporting unit were computed using a discounted cash flow approach based on forward-looking information regarding market share, revenues and costs. Our valuation was based on a 3% to 5% long-term growth rate, a discount rate of 14% and two reporting units, The Tube Group and The Fabricated Products Group. The Tube Group consists of our Decatur, Shawnee, Jackson, Booneville, Montreal, London, Shanghai and Esposende facilities for which we had $23.2 million of goodwill. The Fabricated Products Group consists of our Altoona, Carrollton, Warwick, Ardmore and Apeldoorn facilities for which we have $77.0 million of goodwill.
Based on the results of this review, the fair value of The Tube Group reporting unit was less than its carrying value and we recorded a goodwill impairment charge of $23.2 million in the third quarter of 2003. The fair value of The Tube Group reporting unit decreased significantly from the value derived when we tested for impairment in 2002 due to a decrease in the long-term growth rate from 4% to 3%, a reduction in our projections of future profitability and an increase in the discount rate from 12% to 14%.
The fair value of The Fabricated Products Group reporting unit exceeded its carrying value assuming a 5% growth rate, and thus, no impairment charge was recorded. If we are unable to achieve our estimated growth rates and profit projections, if interest rates increase or if our other estimates or assumptions change in the future, we may be required to record impairment charges for The Fabricated Products Group goodwill in the future.
5
NOTE 5. CONSOLIDATED INTEREST EXPENSE, NET
Consolidated interest expense is net of interest income and capitalized interest of $0.1 million and $23,000, respectively, for the three-month period ended September 28, 2003, and $0.1 million and $33,000, respectively, for the three-month period ended September 29, 2002. Consolidated interest expense is net of interest income and capitalized interest of $0.4 million and $56,000, respectively, for the nine-month period ended September 28, 2003, and $0.4 million and $0.2 million, respectively, for the nine-month period ended September 29, 2002. Consolidated interest expense in the three-month and nine-month periods ended September 29, 2002 is also net of interest income from loans to the discontinued operations of Wolverine Ratcliffs, Inc. of $0.1 million and $0.7 million, respectively.
NOTE 6. DEBT
Long-term debt consists of the following:
| September 28, 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 |
(1,120 | ) | (1,272 | ) | ||||
Senior Notes, 7.375%, due August 2008 |
136,481 | 137,123 | ||||||
Discount on 7.375% Senior Notes,
original issue discount amortized over
10 years |
(139 | ) | (161 | ) | ||||
Netherlands facility, 5.1%, due on demand |
1,566 | 1,205 | ||||||
Other foreign facilities |
2,237 | 2,034 | ||||||
| 257,025 | 256,929 | |||||||
Less short-term borrowings |
(1,574 | ) | (1,217 | ) | ||||
Totals |
$ | 255,451 | $ | 255,712 | ||||
As of September 28, 2003, we had no outstanding obligations under our secured revolving credit facility. We had approximately $7.9 million of standby letters of credit issued under the secured revolving credit facility and approximately $29.6 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 September 28, 2003, we recorded the fair market value of the interest rate swap of $0.3 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.
NOTE 7. STOCK-BASED COMPENSATION PLANS
We account for our stock option compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock option compensation expense is reflected in net income because the exercise price of our stock options equals the market price of the underlying stock on the date of grant. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement of Financial Accounting
6
Standards No. 123, Accounting for Stock-Based Compensation to our stock option compensation plans.
| Three-month period ended: | Nine-month period ended: | ||||||||||||||||
| September 28, | September 29, | September 28, | September 29, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||
Net income (loss) applicable to common
shares, as reported |
$ | (31,722 | ) | $ | 1,827 | $ | (30,985 | ) | $ | 6,943 | |||||||
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects |
(206 | ) | (562 | ) | (618 | ) | (1,684 | ) | |||||||||
Pro forma net income (loss) applicable
to common shares |
|||||||||||||||||