UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 26, 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 |
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Commission file number 333-05978
EURAMAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 58-2502320 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
5445 Triangle Parkway, Suite 350, Norcross, Georgia (Address of principal executive offices) |
30092 (Zip Code) |
Registrant's telephone number, including area code 770-449-7066
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.
ý Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Rule 12b-2).
o Yes ý No
As of November 10, 2003, Registrant had outstanding 492,495.79 shares of Class A common stock and no shares of Class B common stock.
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(Thousands of U.S. Dollars)
(Unaudited)
| |
Predecessor |
Successor |
Predecessor |
Successor |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Three months ended September 27, 2002 |
Three months ended September 26, 2003 |
Nine months ended September 27, 2002 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
|||||||||||||
| Net sales | $ | 175,183 | $ | 201,117 | $ | 479,811 | $ | 260,615 | $ | 278,311 | ||||||||
Costs and expenses: |
||||||||||||||||||
| Cost of goods sold | 138,832 | 160,160 | 377,949 | 208,420 | 224,064 | |||||||||||||
| Selling and general | 16,070 | 18,423 | 47,019 | 26,153 | 26,582 | |||||||||||||
| Depreciation and amortization | 3,391 | 4,417 | 9,840 | 6,276 | 5,988 | |||||||||||||
| Earnings from operations | 16,890 | 18,117 | 45,003 | 19,766 | 21,677 | |||||||||||||
Interest expense, net |
(5,913 |
) |
(5,414 |
) |
(17,146 |
) |
(9,126 |
) |
(7,257 |
) |
||||||||
| Other income (expense), net | 184 | (561 | ) | 726 | 506 | (587 | ) | |||||||||||
| Earnings before income taxes | 11,161 | 12,142 | 28,583 | 11,146 | 13,833 | |||||||||||||
| Provision for income taxes | 4,333 | 4,512 | 11,115 | 4,254 | 5,074 | |||||||||||||
| Net earnings | $ | 6,828 | $ | 7,630 | $ | 17,468 | $ | 6,892 | $ | 8,759 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars)
(Unaudited)
| |
Predecessor December 27, 2002 |
Successor September 26, 2003 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
Current assets: |
|||||||||
| Cash and equivalents | $ | 11,646 | $ | 37,019 | |||||
| Accounts receivable, net | 88,508 | 125,067 | |||||||
| Inventories | 78,480 | 88,505 | |||||||
| Other current assets | 5,081 | 7,913 | |||||||
| Total current assets | 183,715 | 258,504 | |||||||
| Property, plant and equipment, net | 112,037 | 127,532 | |||||||
| Goodwill, net | 110,799 | 158,468 | |||||||
| Deferred income taxes | 4,975 | 4,809 | |||||||
| Other assets | 4,914 | 13,522 | |||||||
| $ | 416,440 | $ | 562,835 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||||
Current liabilities: |
|||||||||
| Cash overdrafts | $ | 1,880 | $ | 714 | |||||
| Accounts payable | 57,104 | 85,401 | |||||||
| Accrued expenses and other current liabilities | 34,251 | 47,220 | |||||||
| Total current liabilities | 93,235 | 133,335 | |||||||
| Long-term debt, less current maturities | 196,972 | 222,451 | |||||||
| Deferred income taxes | 19,421 | 21,941 | |||||||
| Other liabilities | 20,593 | 28,013 | |||||||
| Total liabilities | 330,221 | 405,740 | |||||||
| Shareholders'equity: | |||||||||
| Common stock | 500 | 500 | |||||||
| Additional paid-in capital | 53,220 | 155,495 | |||||||
| Treasury stock | (2,056 | ) | (1,964 | ) | |||||
| Restricted stock | | (3,573 | ) | ||||||
| Retained earnings | 44,439 | 8,759 | |||||||
| Accumulated other comprehensive loss | (9,884 | ) | (2,122 | ) | |||||
| Total shareholders' equity | 86,219 | 157,095 | |||||||
| $ | 416,440 | $ | 562,835 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Euramax International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)
| |
Predecessor |
Successor |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nine months ended September 27, 2002 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
|||||||||
| Net cash provided by (used in) operating activities | $ | 10,592 | $ | (12,045 | ) | $ | 35,829 | |||||
Cash flows from investing activities: |
||||||||||||
| Proceeds from sales of assets | 474 | 35 | 281 | |||||||||
| Capital expenditures | (4,583 | ) | (4,944 | ) | (2,919 | ) | ||||||
| Net cash used in investing activities | (4,109 | ) | (4,909 | ) | (2,638 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
| Net borrowings (repayments) on revolving credit facility | 33,655 | 18,264 | (81,679 | ) | ||||||||
| Issuance of long term debt | | | 200,000 | |||||||||
| Repayment of long-term debt, including premium | (38,951 | ) | | (115,986 | ) | |||||||
| Changes in cash overdrafts | (430 | ) | 2,603 | (3,769 | ) | |||||||
| Proceeds from settlement of currency swap | 2,790 | | | |||||||||
| Issuance of common stock from shares held in treasury | | | 353 | |||||||||
| Purchase of treasury stock | (475 | ) | (2,556 | ) | (80 | ) | ||||||
| Deferred financing fees | (1,520 | ) | (116 | ) | (8,363 | ) | ||||||
| Net cash (used in) provided by financing activities | (4,931 | ) | 18,195 | (9,524 | ) | |||||||
Effect of exchange rate changes on cash |
1,464 |
778 |
(313 |
) |
||||||||
Net increase in cash and equivalents |
3,016 |
2,019 |
23,354 |
|||||||||
| Cash and equivalents at beginning of period | 5,897 | 11,646 | 13,665 | |||||||||
| Cash and equivalents at end of period | $ | 8,913 | $ | 13,665 | $ | 37,019 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Euramax International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Thousands of U.S. Dollars)
(Unaudited)
1. Basis of Presentation:
For purposes of this report the "Company" refers to Euramax International, Inc. ("Euramax") and Subsidiaries, collectively.
The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the management of the Company, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. All adjustments are of a normal recurring nature, except for the 2003 Stock Transaction described in Note 2, unless otherwise disclosed. Management believes that the disclosures made are adequate for a fair presentation of results of operations, financial position and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the year-end Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 27, 2002. The Company's sales are somewhat seasonal, with the second and third quarters typically accounting for the highest sales volumes. Operating results for the period ended September 26, 2003, are not necessarily indicative of future results that may be expected for the year ending December 26, 2003.
Per share data has not been presented since such data provides no useful information, as the shares of the Company are closely held.
Certain 2002 amounts have been reclassified to conform to current year presentation.
2. 2003 Stock Transaction
On April 15, 2003, Citigroup Venture Capital Equity Partners, L.P. ("CVCEP") and Citigroup Venture Capital Ltd. ("CVC"), entered into a definitive purchase agreement with CVC European Equity Partners, L.P. and CVC European Equity Partners (Jersey), L.P. (collectively "CVC Europe"), BNP Paribas, independent directors and certain members of management to purchase, for approximately $106.0 million, all of the shares of the Company held by CVC Europe and BNP Paribas, and a portion of the shares held by independent directors and management ("2003 Stock Transaction"). The 2003 Stock Transaction was completed on June 12, 2003, with CVCEP purchasing 265,762.48 shares of the Company's Class A Common Stock. After the completion of this transaction CVCEP and CVC collectively owned approximately 88.5% of the issued and outstanding shares of the Company, with management of CVCEP and directors and management of the Company holding the remaining shares. Prior to the 2003 Stock Transaction, CVC owned approximately 34.5% of the issued and outstanding shares of the Company. CVCEP is ultimately controlled by Citigroup, Inc. through limited and general partnership interests owned by its subsidiaries. CVC Europe is a group of limited partnerships in which Citigroup, Inc. owns a minority interest, but does not have management rights or control rights. This substantial change in ownership arising from CVCEP's acquisition of the Company's stock, together with the Company's subsequent issuance of senior subordinated notes (see Note 13), required that the purchase price paid in excess of the book value of the Company's equity acquired be allocated under the purchase method of accounting to the assets and liabilities of the Company based upon a percentage of their fair values proportional to the percentage of the ownership change. The allocation was based upon preliminary estimates by management of the fair market values of identifiable assets and liabilities, with the remainder allocated to goodwill. The liabilities assumed
5
included approximately $3.4 million of fees related to the transaction, which were paid by the Company on behalf of its shareholders. The Company is currently completing valuations of its assets and pension liabilities. The final allocation of the purchase price, which is subject to revision when valuations are completed, may materially differ from the preliminary estimates. The goodwill generated from this transaction is not deductible for income tax purposes. The purchase price has been allocated as follows:
| Purchase price | $ | 105,981 | |||
| Less: Company equity acquired | 53,628 | ||||
| Increase in basis | $ | 52,353 | |||
Allocation of increase in basis |
|||||
| Record fair value of inventories | $ | 4,000 | |||
| Record fair value of property, plant and equipment | 16,000 | ||||
| Record fair value of senior subordinated notes | (2,040 | ) | |||
| Record fair value of pension liability | (6,987 | ) | |||
| Record fair value of deferred financing fees | (1,000 | ) | |||
| Record fair value of patent (15 year life) | 2,500 | ||||
| Transaction fees | (3,350 | ) | |||
| Record income taxes for effect of step-up in basis of assets and transaction fees | (4,082 | ) | |||
| Increase to goodwill, net | 47,312 | ||||
| $ | 52,353 | ||||
The following unaudited pro-forma information presents the results of operations of the Company as if the 2003 Stock Transaction had occurred as of the beginning of the period presented. The pro-forma information is not necessarily indicative of what would have occurred had the 2003 Stock Transaction been completed at that time, nor is it indicative of future results of operations. The pro-forma amounts give effect to appropriate adjustments for the fair value of the assets acquired, liabilities assumed, amortization of property, plant and equipment, intangibles and restricted stock, incurrence of the advisory fees owed to CVC Management and income taxes.
| |
Three months ended September 27, 2002 |
Three months ended September 26, 2003 |
Nine months ended September 27, 2002 |
Nine months ended September 26, 2003 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pro-forma net sales | $ | 175,183 | $ | 201,117 | $ | 479,811 | $ | 538,926 | ||||
Pro-forma net earnings |
6,370 |
7,630 |
16,155 |
15,132 |
||||||||
3. Summary of Significant Accounting Policies:
For information regarding significant accounting policies, see Note 2 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company's Annual Report on Form 10-K.
Goodwill
Goodwill increased $47.3 million from December 27, 2002 to September 26, 2003 as a result of applying the purchase method of accounting to the 2003 Stock Transaction, as described in Note 2, partially offset by the reversal of goodwill related to the resolution of a tax contingency. The remaining change in goodwill is a result of the change in foreign exchange rates used in converting the local currency goodwill balance into U.S. Dollars.
6
Stock Based Compensation
As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation", the Company has elected to apply APB No. 25, "Accounting for Stock Issued to Employees" and related interpretations in accounting for stock options issued under its equity compensation plan (see Note 11). Had compensation expense related to these stock options been determined based upon the fair value method under SFAS No. 123, net income would have been impacted as follows:
| |
|
Predecessor |
Successor |
Predecessor |
Successor |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
Three months ended September 27, 2002 |
Three months ended September 26, 2003 |
Nine months ended September 27, 2002 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
||||||||||||
| Net income, as reported | $ | 6,828 | $ | 7,630 | $ | 17,468 | $ | 6,892 | $ | 8,759 | ||||||||
| Add: | Stock-based employee compensation cost included in reported net income, net of related tax effects | | | | | 143 | ||||||||||||
| Less: | Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects | | (46 | ) | | | (205 | ) | ||||||||||
| Pro forma net income | $ | 6,828 | $ | 7,584 | $ | 17,468 | $ | 6,892 | $ | 8,697 | ||||||||
The fair value of each option is estimated using the Black-Scholes option-pricing model using a risk free interest rate of 3.20%, an expected option life of 5 years, no volatility and no dividends.
Recent Accounting Pronouncements
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS No. 145"). Among other items, SFAS No. 145 updates and clarifies existing accounting pronouncements related to reporting gains and losses from the extinguishment of debt and certain lease modifications that have economic effects similar to sale-leaseback transactions. SFAS No. 145 became effective for the Company on the first day of fiscal year 2003.
The Company recorded interest expense and other expense, net of tax, of approximately $0.3 million and $0.9 million, respectively, and expects to record an additional $1.0 million of interest expense in the fourth quarter of 2003. These items represent unamortized deferred financing fees and the amount paid in excess of the carrying value of the retired debt related to the senior subordinated notes purchased or redeemed as described in Note 13. Prior to the adoption of SFAS No. 145 the Company would have recognized this amount as an extraordinary loss, net of tax.
In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure" ("SFAS No. 148"). SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the pro forma effect on net income had the fair value of the options been expensed. The disclosure requirements of SFAS No. 148 became effective at its issuance. The adoption of SFAS No. 148 did not have a material impact on the Company's financial position or results of operations in fiscal year 2003.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation of variable interest entities. FIN 46 requires a
7
variable interest entity to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. For older entities, these requirements will begin to apply in the first fiscal year or interim period beginning after December 15, 2003. The Company is currently evaluating FIN 46, but the adoption of FIN 46 is not expected to have a material impact on the Company's financial position or results of operations in fiscal year 2003.
In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative, amends the definition of an underlying contract and clarifies when a derivative contains a financing component in order to increase the comparability of accounting practices under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the Company's financial position or results of operations in fiscal year 2003.
4. Inventories:
Inventories were comprised of:
| |
Predecessor December 27, 2002 |
Successor September 26, 2003 |
||||
|---|---|---|---|---|---|---|
| Raw materials | $ | 60,281 | $ | 61,778 | ||
| Work in process | 2,587 | 7,092 | ||||
| Finished products | 15,612 | 19,635 | ||||
| $ | 78,480 | $ | 88,505 | |||
Inventories are net of related reserves totaling $3.8 million at December 27, 2002 and $4.0 million at September 26, 2003.
5. Long-Term Obligations:
Long-term obligations consisted of the following:
| |
Predecessor December 27, 2002 |
Successor September 26, 2003 |
|||||
|---|---|---|---|---|---|---|---|
| Credit agreement: | |||||||
| Revolving credit facility | $ | 61,972 | $ | | |||
| 8.50% senior subordinated notes due 2011 | | 200,000 | |||||
| 11.25% senior subordinated notes due 2006 | 135,000 | 22,451 | |||||
| $ | 196,972 | $ | 222,451 | ||||
As of September 26, 2003, $110.0 million was available under the revolving credit facility.
On July 10, 2003, the Company commenced an offer to purchase and solicitation of consents for the outstanding $135.0 million 11.25% senior subordinated notes due 2006 (the "11.25% Notes"),
8
subject to the receipt of a consent from the holders of a majority of the principal amount thereof. On August 6, 2003, the Company issued $200.0 million 8.5% senior subordinated notes due 2011 (the "Old Notes"). The Company's proceeds from the issuance of the Old Notes, net of debt issuance costs, were approximately $191.3 million. On August 8, 2003, the Company used the proceeds of the Old Notes to purchase approximately $112.9 million of the 11.25% Notes that had been validly tendered, for approximately $120.4 million, including premium and accrued and unpaid interest. Following the purchase of the 11.25% Notes accepted in the tender offer, approximately $22.1 million in aggregate principal amount of the 11.25% Notes remained outstanding.
Euramax International, Inc. and Euramax International Holdings, B.V., a newly acquired Netherlands holding company, are each co-obligors on the Old Notes. Each of Euramax International, Inc.'s U.S. subsidiaries are guarantors of the Old Notes. Interest on the Old Notes is payable semi-annually in arrears on February 15 and August 15 of each year. The Old Notes may be redeemed at the option of the Company, in whole or in part, under the conditions as specified in the indenture plus accrued and unpaid interest to the redemption date, at the following redemption prices if redeemed during the 12-month period beginning August 15 of the years indicated:
| Year |
Percentage |
||
|---|---|---|---|
| 2007 | 104.250 | % | |
| 2008 | 102.125 | % | |
| 2009 and thereafter | 100.000 | % |
Additionally, at any time on or before August 15, 2006, the issuers may redeem up to 35% of the aggregate principal amount of the Old Notes with the proceeds of qualified equity offerings at a redemption price equal to 108.5% of the principal amount plus accrued and unpaid interest. Upon a change of control, the Company may be required to offer to purchase the Old Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
Under a registration rights agreement executed as part of the offering of the Old Notes, the Company is required to exchange the Old Notes for new notes ("New Notes"), with terms substantially identical to the Old Notes, except the New Notes will be registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Old Notes will not apply to the New Notes.
6. Financial Instruments:
On August 8, 2003, the Company used the proceeds from the issuance of the Old Notes to repay a portion of the outstanding 11.25% Notes and a portion of the revolving credit facility. As a result of this repayment the Company's Pound Sterling Swap and Interest Rate Swap (both as described in the Company's Annual Report on Form 10-K for the year ended December 27, 2002) became ineffective hedges and no longer qualified for hedge accounting. The balance on the Interest Rate Swap of $0.1 million remaining in other comprehensive income on the date it became ineffective will be amortized into earnings over the original term of the agreement as other income. There was no balance on the Pound Sterling Swap remaining in other comprehensive income at the time it became an ineffective hedge. Changes in fair market value on the Interest Rate Swap and Pound Sterling Swap subsequent to the hedges becoming ineffective are recognized in current earnings during the period of change. During the three months ended September 26, 2003, the Company recognized other expense, net of taxes, of $0.5 million as a result of the ineffectiveness of the Interest Rate Swap and Pound Sterling Swap. As of September 26, 2003, the Company had recorded a liability for the fair value of the Interest Rate Swap and Pound Sterling Swap of $0.5 million and $4.4 million, respectively.
9
7. Commitments and Contingencies:
Litigation
The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Although occasional adverse decisions or settlements may occur, it is the opinion of the Company's management, based upon information available at this time, that the expected outcome of these matters, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole.
Environmental Matters
The Company's operations are subject to federal, state, local and European environmental laws and regulations concerning the management of pollution and hazardous substances. The Company has been named as a potentially responsible party in state and Federal administrative and judicial proceedings seeking contribution for costs associated with the investigation, analysis, correction and remediation of environmental conditions at various hazardous waste disposal sites. The Company continues to monitor these actions and proceedings and to vigorously defend both its own interests as well as the interests of its affiliates. The Company's ultimate liability in connection with present and future environmental claims will depend on many factors, including its volumetric share of the waste at a given site, the remedial action required, the total cost of remediation, and the financial viability and participation of the other entities that also sent waste to the site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the Company establishes or adjusts its reserve for its projected share of these costs. Based upon current law and information known to the Company concerning the size of the sites known to it, anticipated costs, their years of operations and the number of other potentially responsible parties, management believes that the Company's potential share of the estimated aggregate liability for the costs of remedial actions and related costs and expenses are not material. In addition, the Company establishes reserves for remedial measures required from time to time at its own facilities. Management believes that the reasonably probable outcomes of these matters will not materially exceed established reserves and will not have a material impact on the future financial position, net earnings or cash flows of the Company. The Company's reserves, expenditures and expenses for all environmental exposures were not significant for any of the dates or periods presented.
In connection with the acquisition of the Company from Alumax Inc. (which has since been acquired by Aluminum Company of America in May 1998, and hereafter referred to as "Alumax") on September 25, 1996, the Company was indemnified by Alumax for substantially all of its costs, if any, related to specifically identified environmental matters arising prior to the closing date of the acquisition during the period of time it was owned directly or indirectly by Alumax. Such indemnification includes costs that may ultimately be incurred to contribute to the remediation of certain specified existing National Priorities List ("NPL") sites for which the Company had been named a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLA") as of the closing date of the acquisition, as well as certain potential costs for sites listed on state hazardous cleanup lists. The Company does not believe that it has any significant probable liability for environmental claims. Further, the Company believes it to be unlikely that the Company would be required to bear environmental costs in excess of its pro rata share of such costs as a potentially responsible party at any site.
Product Warranties
The Company provides warranties on certain products. The warranty periods differ depending on the product, but generally range from one year to limited lifetime warranties. The Company provides
10
accruals for warranties based on historical experience and expectations of future occurrence. A summary of the changes in the product warranty accrual follows:
| |
Successor |
Predecessor |
Successor |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
Three months ended September 26, 2003 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
|||||||
| Beginning balance | $ | 3,536 | $ | 2,809 | $ | 3,394 | ||||
| Payments made or service provided | (1,421 | ) | (720 | ) | (1,661 | ) | ||||
| Warranty expense | 703 | 1,119 | 1,132 | |||||||
| Change related to changes in foreign currency exchange rates | 9 | 186 | (38 | ) | ||||||
| Ending balance | $ | 2,827 | $ | 3,394 | $ | 2,827 | ||||
11
| |
Predecessor |
Successor |
Predecessor |
Successor |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Three months ended September 27, 2002 |
Three months ended September 26, 2003 |
Nine months ended September 27, 2002 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
|||||||||||||
| Net earnings | $ | 6,828 | $ | 7,630 | $ | 17,468 | $ | 6,892 | $ | 8,759 | ||||||||
Other comprehensive earnings (loss): |
||||||||||||||||||
| Foreign currency translation adjustment | (750 | ) | 423 | 3,754 | 6,922 | (2,215 | ) | |||||||||||
| Gain (loss) on derivative instruments, net: | ||||||||||||||||||
| Net changes in fair value of derivatives | (503 | ) | 737 | (1,856 | ) | (324 | ) | 509 | ||||||||||
| Net gains (losses) reclassified from OCI into earnings | 399 | (552 | ) | 1,653 | 423 | (416 | ) | |||||||||||
| Comprehensive income | $ | 5,974 | $ | 8,238 | $ | 21,019 | $ | 13,913 | $ | 6,637 | ||||||||
9. Income Taxes:
The income tax provision for the four months ended September 26, 2003, five months ended May 23, 2003 and the nine months ended September 27, 2002 is computed at the effective rate expected to be applicable in each respective full year using the statutory rates on a country by country basis.
10. Segment Information:
For detailed information regarding the Company's reportable segments, see Note 14 to the Consolidated Financial Statements of the Company for the year ended December 27, 2002, set forth in the Company's Annual Report on Form 10-K.
12
Information about reported segments and a reconciliation of total segment sales to total consolidated sales, total segment EBITDA to total consolidated earnings before income taxes and total segment assets to total assets for the periods indicated, is as follows:
| |
Predecessor |
Successor |
Predecessor |
Successor |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Three months ended September 27, 2002 |
Three months ended September 26, 2003 |
Nine months ended September 27, 2002 |
Five months ended May 23, 2003 |
Four months ended September 26, 2003 |
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| Sales | |||||||||||||||||
| European Roll Coating | $ | 29,746 | $ | 36,948 | $ | 95,309 | $ | 60,719 | $ | 52,608 | |||||||
| U.S. Fabrication | 129,373 | 141,179 | 336,266 | 161,065 | 193,417 | ||||||||||||
| European Fabrication | 16,748 | 23,509 | 50,251 | 39,913 | 33,232 | ||||||||||||
| Total segment sales | |||||||||||||||||