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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2000
/ / 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 333-57099
WKI HOLDING COMPANY, INC.
(Registrant)
DELAWARE 16-1403318
(State of incorporation) (I.R.S. Employer Identification No.)
ONE PYREX PLACE, ELMIRA NEW YORK 14902
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 607-377-8000
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 and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
66,857,143 shares of WKI Holding Company, Inc.'s, $0.01 Par Value, were
outstanding as of May 17, 2000.
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ITEM 1--FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
FOR THE 93 FOR THE 90
DAYS ENDED DAYS ENDED
APRIL 2, 2000 MARCH 31, 1999
------------- --------------
Net sales................................................... $ 183,199 $ 113,229
Cost of sales............................................... 122,647 75,639
Selling, general and administrative expenses................ 52,437 35,131
Provision for restructuring costs........................... -- 76,200
Integration related expenses................................ 4,624 --
Other expense............................................... 2,839 102
---------- ----------
Operating income (loss)..................................... 652 (73,843)
Interest expense............................................ 16,878 9,878
---------- ----------
Loss before taxes on income................................. (16,226) (83,721)
Income tax benefit.......................................... (6,049) (273)
---------- ----------
Loss before minority interest............................... (10,177) (83,448)
Minority interest in (earnings) losses of subsidiary........ (43) 3
---------- ----------
Net loss.................................................... (10,220) (83,445)
---------- ----------
Preferred stock dividends................................... (3,168) (983)
---------- ----------
NET LOSS APPLICABLE TO COMMON STOCK......................... $ (13,388) $ (84,428)
---------- ----------
BASIC AND DILUTED LOSS PER COMMON SHARE..................... $ (0.20) $ (3.52)
---------- ----------
Weighted average number of common shares outstanding during
the period................................................ 66,857,143 24,000,000
The accompanying notes are an integral part of these statements.
2
WKI HOLDING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
APRIL 2, 2000 DECEMBER 31, 1999
------------- -----------------
(IN THOUSANDS)
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 7,303 $ 8,368
Accounts receivable, (net of allowances--$14,610 in 2000
and $8,755 in 1999)..................................... 110,326 141,308
Inventories:
Finished and in-process goods........................... 208,040 195,200
Raw materials and supplies.............................. 25,203 27,411
Deferred taxes on income.................................. 32,051 25,303
Other current assets...................................... 23,069 20,816
--------- ---------
Total current assets.................................. 405,992 418,406
--------- ---------
OTHER ASSETS
Deferred taxes on income.................................. 23,583 23,583
Other assets.............................................. 44,633 43,495
--------- ---------
68,216 67,078
--------- ---------
PROPERTY AND EQUIPMENT
Land...................................................... 4,041 4,996
Buildings................................................. 82,754 86,873
Machinery and equipment................................... 284,581 303,949
--------- ---------
371,376 395,818
Less accumulated depreciation............................. (222,178) (241,788)
--------- ---------
149,198 154,030
--------- ---------
INTANGIBLES
Trademarks (net of accumulated amoritization of $4,964 in
2000 and $3,384 in 1999)................................ 163,907 165,487
Goodwill (net of accumulated amoritization of $10,382 in
2000 and $8,740 in 1999)................................ 174,750 174,678
--------- ---------
338,657 340,165
--------- ---------
TOTAL ASSETS........................................ $ 962,063 $ 979,679
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 42,135 $ 56,346
Debt payable within one year.............................. 3,880 3,650
Other current liabilities................................. 92,376 111,800
--------- ---------
138,391 171,796
--------- ---------
OTHER LIABILITIES
Long-term debt............................................ 695,562 669,253
Non-pension post-employment benefit obligations........... 38,352 37,113
Other long-term liabilities............................... 14,595 15,090
--------- ---------
748,509 721,456
--------- ---------
Commitments (Note 6)
STOCKHOLDERS' EQUITY
Preferred Stock--5,000,000 shares authorized; 3,200,000
shares issued in 2000 and 1999.......................... 91,598 88,430
Common Stock--$0.01 par value, 75,000,000 shares
authorized; 66,857,143 issued and outstanding in 2000
and 1999................................................ 669 669
Treasury Stock (180,000 shares held in treasury in
2000)................................................... (630) --
Contributed capital....................................... 603,226 603,226
Accumulated deficit....................................... (617,500) (604,112)
Accumulated other comprehensive income.................... (2,200) (1,786)
--------- ---------
Total stockholders' equity............................ 75,163 86,427
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......... $ 962,063 $ 979,679
========= =========
The accompanying notes are an integral part of these statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS)
FOR THE 93 FOR THE 90
DAYS ENDED DAYS ENDED
APRIL 2, 2000 MARCH 31, 1999
------------- --------------
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss.................................................. $(10,220) $(83,445)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization......................... 11,808 7,948
Amortization of deferred financing fees............... 541 421
Minority interest in earnings (losses) of
subsidiary.......................................... 43 (3)
Deferred tax provision................................ (7,494) (16)
Provision for restructuring costs, net of cash paid... -- 75,950
Changes in operating assets and liabilities:
Accounts receivable................................... 30,982 14,352
Inventories........................................... (10,632) (3,988)
Prepaid expenses and other current assets............. (2,253) (867)
Accounts payable and accrued expenses................. (32,089) (22,025)
Other assets/liabilities.............................. 4,342 1,928
-------- --------
NET CASH USED IN OPERATING ACTIVITIES............... (14,972) (9,745)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property and equipment and other assets...... (11,602) (3,219)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES............... (11,602) (3,219)
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Net borrowing on revolving credit facility................ 28,400 11,200
Repayment of long-term debt, other than revolving credit
facility................................................ (2,261) (1,610)
Treasury stock purchases.................................. (630) --
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES........... 25,509 9,590
-------- --------
Net change in cash and cash equivalents..................... (1,065) (3,374)
Cash and cash equivalents at beginning of year.............. 8,368 9,057
-------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................... $ 7,303 $ 5,683
======== ========
SUPPLEMENTAL DATA:
Cash paid during the year for:
Income taxes.............................................. $ 753 $ 388
Interest.................................................. 11,916 2,682
Non-cash activity:
Preferred stock dividends................................. $ 3,168 $ 983
The accompanying notes are an integral part of these statements.
4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
WKI HOLDING COMPANY, INC.
(In thousands)
ACCUMULATED
OTHER TOTAL
PREFERRED COMMON TREASURY CONTRIBUTED ACCUMULATED COMPREHENSIVE STOCKHOLDERS'
STOCK STOCK STOCK CAPITAL DEFICIT INCOME EQUITY
--------- -------- -------- ----------- ----------- ------------- -------------
BALANCE, DECEMBER 31,
1999..................... $88,430 $669 $ -- $603,226 $(604,112) $(1,786) $ 86,427
Net loss................... (10,220) (10,220)
Foreign currency
translation adjustment,
net of tax............... (414) (414)
--------
Total comprehensive
income................... (10,634)
--------
Repurchase of common
stock.................... (630) (630)
Preferred stock
dividends................ 3,168 (3,168) --
------- ---- ----- -------- --------- ------- --------
BALANCE APRIL 2, 2000...... $91,598 $669 $(630) $603,226 $(617,500) $(2,200) $ 75,163
======= ==== ===== ======== ========= ======= ========
The accompanying notes are an integral part of these statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WKI HOLDING COMPANY, INC.
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
WKI Holding Company, Inc. (formerly known as CCPC Holding Company, Inc.),
(the Company or WKI) is a leading manufacturer and marketer of housewares,
including bakeware, dinnerware, rangetop cookware, kitchen and household tools,
cleaning products, cutlery and precision cutting tools. The Company believes
that its brands, including Corningware-Registered Trademark-,
Pyrex-Registered Trademark-, Corelle-Registered Trademark-, Revere
Ware-Registered Trademark-, Visions-Registered Trademark-,
EKCO-Registered Trademark-, Via-Registered Trademark-, Baker's
Secret-Registered Trademark-, Chicago Cutlery-Registered Trademark-, Clean
Results-Registered Trademark-, OLO-Registered Trademark-,
OXO-Registered Trademark- and Grilla Gear-Registered Trademark- constitute one
of the broadest and best recognized collection of brands in the housewares
industry.
Effective September 13, 1999 and October 21, 1999 the Company acquired the
outstanding stock of The Ekco Group Inc. (EKCO) and General Housewares Corp.
(GHC), respectively. The acquisitions were accounted for under the purchase
method of accounting and the financial statements include the results of EKCO's
and GHC's operations from the date of the acquisitions (see Note 2).
Pursuant to Regulation 15(d) of the Securities Act of 1934, the Company is
filing herein its quarterly report on Form 10-Q which includes the first fiscal
quarter of the year ended December 31, 2000. The consolidated financial
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results of operations and financial
position for the interim periods presented. All such adjustments are of a normal
recurring nature. The consolidated financial statements have been compiled
without audit and are subject to such year-end adjustments as may be considered
appropriate by the registrant and should be read in conjunction with the
Company's Form 10-K for the year ended December 31, 1999 which has been filed
with the Securities and Exchange Commission.
(2) ACQUISITIONS
Effective September 13, 1999 and October 21, 1999 the company acquired the
outstanding stock of EKCO and GHC, respectively. The financial statements
include the results of EKCO's and GHC's operations from the above acquisition
dates.
The EKCO transaction was closed by the Company on October 24, 1999 following
EKCO's initial purchase by CCPC Acquisition Corp. (the Company's Parent), on
September 13, 1999. The Company acquired EKCO for approximately $229 million,
including the assumption of debt and transaction fees. The Company financed this
acquisition through the issuance of $150 million in common stock from the
Company's parent, $71.5 million short term borrowing from an affiliate of the
Company's parent and borrowing under the Company's existing credit facility.
The Company acquired GHC for approximately $159 million, including the
repayment of debt and transaction fees. The Company financed the acquisition
through the issuance of $50 million in Junior Preferred Stock to an affiliate of
the Company's parent and borrowings under the Company's existing revolving
credit facilities.
The acquisitions were accounted for under the purchase method of accounting.
Accordingly, the purchase prices have been allocated to the assets acquired and
liabilities assumed based on the fair values at the date of acquisition. As of
April 2, 2000 the final allocation of the purchase price to the net assets
acquired was not complete for both EKCO and GHC. The acquisition price paid to
the Company's parent for the EKCO business is not yet finalized. The Company's
parent is currently in the process of selling the Aspen Pet Products ("Aspen")
business. Subsequent to completion of the sale of the assets of Aspen the
Company will make a final determination of the purchase price of the EKCO
business. Although the sales process is underway it is not known when the sale
will be completed and the purchase price finalized.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
WKI HOLDING COMPANY, INC.
(2) ACQUISITIONS (CONTINUED)
The following unaudited pro forma results of operations give effect to the
EKCO and GHC acquisitions as if they had occurred on January 1, 1999.
FOR THE
90 DAYS ENDED
MARCH 31, 1999
--------------
(UNAUDITED)
Net sales................................................... $182,471
Income applicable to common stock........................... (93,360)
Earnings per share.......................................... (1.40)
The pro forma information provided does not purport to be indicative of
actual results of operations if the EKCO and GHC acquisitions had occurred on
January 1, 1999, and is not intended to be indicative of future results or
trends.
(3) RESTRUCTURING
In the first quarter of 1999 the Company initiated a plan to restructure its
manufacturing and supply organization as part of a program designed to reduce
costs through the elimination of under-utilized capacity, unprofitable product
lines and increased utilization of the remaining facilities. The program
resulted in a $76.2 million charge in the first quarter of 1999. The Company is
currently in the final stages of this project and incurred cash charges of
$3.7 million relating to the project in the first quarter of 2000.
(4) SUPPLEMENTAL BALANCE SHEET DATA
APRIL 2, 2000 DECEMBER 31, 1999
------------- -----------------
OTHER CURRENT LIABILITIES
Wages and employee benefits.................... $15,347 $ 30,935
Accrued advertising and promotion.............. 19,531 21,884
Accrued interest............................... 14,948 10,063
Other accrued expenses......................... 42,550 48,918
------- --------
$92,376 $111,800
======= ========
(5) RELATED PARTY TRANSACTIONS
The following transactions with Corning and Borden are included in the
consolidated statements of operations for the 93 days ended April 2, 2000 and
for the 90 ended days March 31, 1999
FOR THE FOR THE
93 DAYS ENDED 90 DAYS ENDED
APRIL 2, 2000 MARCH 31, 1999
------------- --------------
Centralized services.............................. $1,350 $2,423
Management fees to Borden......................... 625 375
Corning provided and continues to provide certain administrative and
operating support (reflected above as centralized services) including financial
services, information systems support, risk management,
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
WKI HOLDING COMPANY, INC.
(5) RELATED PARTY TRANSACTIONS (CONTINUED)
purchasing, transportation, benefit plans administration, and engineering
services. Prior to the Recapitalization, WKI was charged for this support using
various allocation bases including number of employees, related payroll costs,
and direct efforts expended. These costs, which are included in cost of sales
and selling, general, and administrative expenses are currently charged to WKI
by Corning under a transition services agreement using negotiated rates agreed
upon by the management of WKI. Management believes that the methodology used to
allocate the costs is reasonable, but may not necessarily be indicative of the
costs that would have been incurred had these functions been performed by WKI.
The Company paid Borden a management fee at an annual rate of $1.5 million
for the period April 1, 1998 through December 31, 1999. Effective January 1,
2000 the Borden management fee increased to $2.5 million annually.
(6) COMMITMENTS
The Company is a defendant or plaintiff in various claims and lawsuits
arising in the normal course of business. The Company believes, based upon
information it currently possesses, and taking into account established reserves
for estimated liabilities and its insurance coverage, that the ultimate outcome
of the proceedings and actions is unlikely to have a material adverse effect on
the Company's financial position or results of operations.
8
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
WKI Holding Company Inc. (WKI or the Company) is a leading manufacturer and
marketer of oven/ bakeware, rangetop cookware, kitchen and household tools,
tabletop dinnerware, cutlery, precision cutting tools and cleaning products. The
Company has strong positions in major channels of distribution for its products
in North America and has also achieved a significant presence in certain
international markets, primarily Asia, Australia, Latin America and the United
Kingdom. In North America, the Company sells both on a wholesale basis to
retailers, distributors, and other accounts that resell the Company's products
and on a retail basis through Company-operated outlet stores. In the
international market, the Company has established its presence on a wholesale
basis through an international sales force along with localized distribution and
marketing capabilities.
Prior to April 1, 1998, the Company operated as a wholly-owned subsidiary of
Corning Inc. (Corning). During this period, Corning provided the Company with
certain process-oriented administrative services, such as benefits
administration, accounts payable, accounts receivable, treasury and tax
services. Corning has agreed pursuant to a transition services agreement to
continue to provide such services for up to two years at negotiated rates
(expiring in April 2000) calculated on the same basis as before April 1, 1998.
By December 31, 1999, the Company had developed its administrative
infrastructure and had assumed or outsourced to third parties essentially all of
the functions previously performed by Corning.
Effective September 13, 1999 and October 21, 1999 the Company acquired the
outstanding stock of The Ekco Group Inc. (EKCO) and General Housewares
Corporation (GHC), respectively. The acquisitions are being accounted for under
the purchase method of accounting, and accordingly, the financial statements
include the results of EKCO's and GHC's operations from the respective dates of
these acquisitions.
The Company acquired EKCO for approximately $229 million, including the
assumption of $3.4 million in 9 1/4 series B senior notes due in 2006,
$2.1 million of industrial revenue bonds and other debt and transaction fees.
The Company financed this acquisition through the issuance of $150 million in
common stock to the Company's parent and borrowings under the Company's existing
credit facility.
The Company acquired GHC for approximately $159 million, including the
repayment of debt and transaction fees. The Company financed the acquisition
through the issuance of $50 million in Junior Preferred Stock to an affiliate of
the Company's parent and additional borrowings under the Company's existing
revolving credit facilities.
9
RESULTS OF OPERATIONS
FOR THE
FOR THE 90 DAYS ENDED
93 DAYS ENDED % OF NET MARCH 31, % OF NET
APRIL 2, 2000 SALES 1999 SALES
------------- -------- ------------- --------
Net sales......................................... $183,199 100.0% $113,229 100.0%
Cost of sales..................................... 122,647 66.9 75,639 66.8
-------- ----- -------- -----
Gross profit...................................... 60,552 33.1 37,590 33.2
Selling, general and administrative............... 52,437 28.6 35,131 31.0
Provisions for restructuring costs................ -- 76,200 67.3
Integration related expenses...................... 4,624 2.5 -- 0.0
Other expense..................................... 2,839 1.5 102 0.1
-------- ----- -------- -----
Operating income (loss)........................... 652 0.4 (73,843) (65.2)
Interest expense.................................. 16,878 9.2 9,878 8.7
-------- ----- -------- -----
Loss before taxes on income....................... (16,226) (8.9) (83,721) (73.9)
Income tax benefit................................ (6,049) (3.3) (273) (0.2)
-------- ----- -------- -----
Loss before min. int.............................. (10,177) (9.6) (83,448) (73.7)
Minority interest in subsidiary................... (43) -- 3 --
-------- ----- -------- -----
Net loss.......................................... $(10,220) (9.6)% $(83,445) (73.7)%
======== ===== ======== =====
EBITDA............................................ $ 12,460 6.8% $(65,895) (58.2)%
Integration related expenses.................... 4,624 --
Restructuring costs............................. -- 76,200
-------- --------
Adjusted EBITDA................................... $ 17,084 9.3% $ 10,305 9.1%
======== ===== ======== =====
The following pro forma net sales table gives effect to the EKCO and GHC
acquisitions as if they had occurred on January 1, 1999.
PRO FORMA
FIRST QUARTER FIRST QUARTER
2000 1999 $ CHANGES
------------- ------------- ---------
North America............................................. $155,862 $162,687 $ (6,825)
Asia(2)................................................... 16,244 9,125 7,119
Other International....................................... 11,093 10,659 434
-------- -------- --------
Net sales............................................... $183,199 $182,471(1) $ 728
======== ======== ========
- ------------------------
(1) Includes $69.2 million of EKCO and GHC pro forma net sales.
(2) Asia consists of Japan, Korea, China and West Asian countries. 1998 and 1997
have been reclassified to conform with 1999 presentations.
10
FIRST QUARTER APRIL 2, 2000 VERSUS FIRST QUARTER MARCH 31, 1999
NET SALES
Net sales for the first quarter ended April 2, 2000 were $183.2 million, an
increase of 61.8% over first quarter 1999 net sales of $113.2 million. On a pro
forma basis, assuming that the Ekco and GHC acquisitions had occurred on
January 1, 1999, net sales for the first quarter of 2000 were 0.4% higher than
pro forma net sales for the first quarter of 1999 of $182.5 million. The
increase in pro forma net sales is a result of increases in Asian and Other
International net sales partially offset by a decrease in North America as
explained below.
NORTH AMERICA
2000 net sales in North America were $155.9 million, a $59.2 million
increase over 1999. On a pro forma basis, assuming that the Ekco and GHC
acquisitions had occurred on January 1, 1999, net sales for the first quarter of
2000 were $6.8 million lower than 1999's total of $162.7 million.
Pro forma net sales to United States and Canadian trade customers declined
4.3% or $5.8 million to $128.7 million in the first quarter of 2000 versus the
first quarter of 1999. The decline was due to two major factors. Early in 1999
the Company terminated production of rangetop cookware at its Clinton, Illinois
manufacturing facility and moved production to a third party manufacturer in
Indonesia. The Company experienced start up issues on the transfer, which caused
temporary product shortages and a short-term sales loss in the first quarter of
2000. The Company also decided to exit its commercial tableware product line
early in 1999. The first quarter of 1999 included $1.6 million of net sales in
the discontinued product line while the first quarter of 2000 included only
$0.1 million of sales relating to this product line. These declines were
partially offset by the new product introductions in the first quarter of 2000.
The New Pyrex Storage Deluxe line of storage products, which first shipped in
the first quarter of 2000, generated sales of approximately $2.9 million.
Additionally, the Company introduced a new line of OXO-Registered Trademark-
stainless steel kitchen and hardware tools utilizing its Good
Grips-Registered Trademark- technology which generated sales of $3.2 million in
the first quarter of 2000.
Sales at the Company-owned outlet stores declined $1.0 million or 3.7% to
$27.2 million for first quarter 2000 versus first quarter 1999, due principally
to supply issues as priority is given to supplying the third party customers.
ASIA
Asia first quarter 2000 net sales were $16.2 million, an increase of
$7.1 million or 78.0% over 1999 net sales of $9.1 million. Asian sales benefited
from stronger economic condition in the first quarter of 2000 relative to the
first quarter of 1999. In addition supply issues in 1999 limited the Company's
distribution of Corelle-Registered Trademark- products in Asia. The
Corelle-Registered Trademark- supply issues in Asia were resolved in 2000. There
were no pro forma adjustments relating to Asia.
OTHER INTERNATIONAL
Pro forma first quarter 2000 net sales for Other International were
$11.1 million, a $0.4 million or 3.7% increase over the first quarter 1999 pro
forma net sales of $10.7 million. The increase is primarily attributable to the
improvement in Latin American economies in 2000 compared to 1999.
GROSS PROFIT
Gross profit for 2000 was $60.6 million or 33.1% of net sales, compared to
the 1999 gross profit of $37.6 million or 33.2% of net sales. Manufacturing
efficiencies, cost reduction programs and a change in product mix were offset by
the reduction in higher margin Company-owned factory store sales.
In the first quarter of 1999, the Company initiated a plan to restructure
its manufacturing and supply organization as part of a program designed to
reduce costs through the elimination of under-utilized capacity, unprofitable
product lines and increased utilization of the Company's remaining facilities.
The Company achieved its planned efficiencies and cost reductions through the
manufacturing rationalization.
11
However, the full effect of the rationalization project will not be realized in
earnings until late in 2000 due to start up supply issues related to outsourcing
the manufacturing of a significant portion of the Company's rangetop cookware
product which has temporarily limited the availability of these products to the
Company-owned outlet stores. Company-owned outlet store sales have higher gross
margins than sales to trade customers. As noted above product distribution was
prioritized in favor of third party customers rather than to Company-owned
outlet stores.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $52.4 million in the first
quarter of 2000, an increase of $17.3 million over the 1999 selling, general and
administrative expenses of $35.1 million. As a percentage of net sales, first
quarter 2000 selling, general and administrative expense were 28.6% compared to
31.0% in the first quarter of 1999. The significant improvement as a percentage
of net sales is a result of synergies realized from the combination of the EKCO
and GHC businesses with WKI and a reduction in the Company's dependence on
Corning Inc., our prior owner, for administrative services. By the end of 1999
the Company had developed its administrative infrastructure and had assumed or
outsourced to third parties, essentially all of these functions previously
performed by Corning Inc. As an independent company WKI was able to perform many
of the administrative tasks previously performed by Corning at a significantly
lower cost.
EKCO and GHC were acquired in a purchase business combination on
September 13, 1999 and October 21, 1999, respectively. Since the acquisitions,
the Company has been able to gain operating efficiencies primarily from
combining sales and marketing operations and consolidating certain other
administrative functions including finance, executive administration and
information technology. The Company is continuing its efforts to fully integrate
these businesses into WKI and anticipates significant synergies throughout the
remainder of the year.
The savings noted above were partially offset by increased advertising costs
to support the launch of the Company's new products introduced in the first
quarter of 2000.
RESTRUCTURING
In the first quarter of 1999 the Company recorded a $76.2 million charge
relating to the restructuring of the Company's manufacturing and supply
organization designed to reduce costs through the elimination of under-utilized
capacity, unprofitable product lines and increased utilization of the remaining
facilities. Management believes that the changes covered by this plan will
improve the Company's competitive position by reducing manufacturing and
distribution costs and by opening up diverse sources of supply both in the
United States and internationally.
INTEGRATION RELATED EXPENSES
Integration related expenses were $4.6 million in the first quarter of 2000.
The Company is incurring costs relating to the integration of EKCO and GHC's
operations into WKI. The integration costs primarily relate to the systems
implementations, employee compensation arrangements, consulting services and
other integration costs.
OTHER EXPENSE
Other operating expense was $2.8 million in the first quarter of 2000
compared to $0.1 million in 1998. The $2.7 million increase is primarily a
result of the amortization of trademarks and goodwill resulting from the
business combination.
OPERATING LOSS
As a result of the factors discussed above, operating loss decreased by
$74.5 million to income of $0.7 million for the first quarter of 2000 from a
loss of $73.8 million in 1999. Excluding the impact of the
12
restructuring and integration related expenses operating income increased by
$2.9 million to $5.3 million in the first quarter of 2000 from $2.4 million in
the first quarter of 1999.
INTEREST EXPENSE
Interest expense increased $7.0 million to $16.9 million from $9.9 million
in 1999. The increase is attributable to higher debt levels related to the
acquisitions late in 1999 and an increase in market rates of interest during
2000.
INCOME TAX EXPENSE
The $6.0 million income tax benefit in the first quarter of 2000 compared to
a $0.3 million income tax benefit in the first quarter of 1999, which resulted
from the Company not recognizing a benefit on its pretax losses in the first
quarter of 1999.
ADJUSTED EBITDA (EARNINGS BEFORE NET INTEREST EXPENSE, INCOME TAXES,
DEPRECIATION AND AMORTIZATION, RESTRUCTURING EXPENSES, INTEGRATION RELATED
EXPENSES AND MINORITY INTEREST)
As a result of the factors discussed above, EBITDA increased by
$6.8 million to $17.1 million for the first quarter of 2000 from $10.3 million
in the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
ACQUISITIONS
Effective September 13, 1999 and October 21, 1999 the Company acquired the
outstanding stock of The EKCO Group Inc. (EKCO) and General Housewares
Corporation (GHC), respectively. The financial statements include the results of
Ekco's and GHC's operations from the above acquisition dates. The EKCO
transaction was closed by the Company on October 24, 1999 following EKCO's
initial purchase by CCPC Acquisition Corp. (the Company's parent) on
September 13, 1999.
The General Housewares Corp. transaction was valued at $159 million,
including the repayment of debt and transaction fees. The Company financed the
acquisition through the issuance of $50 million in Junior Preferred Stock to an
affiliate of the Company's parent and borrowings under the Company's existing
revolving credit facilities.
The EKCO Group Inc. transaction was valued at approximately $229 million,
including the assumption of $3.4 million of 9 1/4 series B senior notes due in
2006, $2.1 million of industrial revenue bonds and other debt and transaction
fees. The Company financed this acquisition through the issuance of
$150 million in common stock from the Company's parent, a $71.5 million short
term borrowing from an affiliate of the Company's parent and borrowings under
the Company's existing credit facility. The borrowing from an affiliate was
repaid in 1999 through the addition of a $100 million term loan to the Company's
senior credit facilities. The new term loan matures in 2007.
The acquisitions were accounted for under the purchase method of accounting.
Accordingly, the purchase prices have been allocated to the assets acquired and
liabilities assumed based on the fair values at the date of acquisition. As of
April 2, 2000 the final allocation of the purchase price to the net assets
acquired was not complete for both Ekco and GHC. The acquisition price paid to
the Company's parent for the EKCO business is not yet finalized. The Company's
parent is currently in the process of selling the Aspen Pet Products ("Aspen")
business. Subsequent to completion of the sale of the assets of Aspen the
Company will make a final determination of the purchase price of the EKCO
business. Although the sales process is underway it is not known when the sale
will be completed and the purchase price finalized.
CASH FLOWS
In 2000, the Company's operating activities used cash of $15.0 million
compared to $9.7 million used by operating activities during the first quarter
of 1999. The fluctuation is primarily attributable to expenses associated with
the integration of the Ekco and GHC businesses into WKI's operations. Investing
activities used cash of $11.6 million in 2000 compared to $3.2 million in 1999.
The fluctuation in investing activities
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is attributable to costs associated with the systems implementation in the newly
acquired Ekco and GHC businesses as well as a scheduled tank repair at the
Company's primary dinnerware manufacturing facility. Net cash provided by
financing operations totaled $25.5 million for 2000 compared to $9.6 million in
1999. The increase is a result of the items noted above and acquisition-related
increases in interest expense.
At April 2, 2000 the Company had $73.4 million of borrowing capacity
available under its revolving line of credit. The Company believes that cash
flow from operating activities, together with borrowings available under the
revolving credit facility, will be sufficient to fund the Company's currently
anticipated working capital requirements, capital expenditures, interest
payments and scheduled principal payments. Any future acquisitions, joint
ventures or similar transactions will likely require additional capital and
there can be no assurance that any such capital will be available to the Company
on acceptable terms or at all.
INTEGRATION COSTS
Since the acquisitions of EKCO and GHC the Company has been able to gain
significant efficiencies. The Company is continuing its efforts to fully
integrate these businesses into WKI, which will result in significant additional
synergies throughout the remainder of the year. The Company anticipates cash
outlays of approximately $60.0 million in year 2000 relating to the integration
of the EKCO and GHC businesses into WKI, approximately $15.0 million of which
has been incurred through April 2, 2000. These year 2000 cash outlays include
approximately $20.0 million of capital expenditures relating to systems
implementation and the start up of a new distribution center. The Company has
incurred approximately $3.7 million of these capital expenditures in the first
quarter of 2000. The remaining cash outlays for integration in year 2000 consist
of approximately $20.0 million of severance and other employee compensation
arrangements, approximately $8.0 million in cash charges relating to the systems
implementation and the start up of the new distribution center that will be
expensed in year 2000 earnings and the remainder relates to other integration
costs.
RESTRUCTURING
In 1999 the Company initiated a plan to restructure its manufacturing and
supply organization to reduce costs through the elimination of under-utilized
capacity, unprofitable product lines and increased utilization of the remaining
facilities. Management believes that the changes will improve the Company's
ability to compete by opening up diverse sources of supply both in the United
States and internationally.
The restructuring includes the discontinuation of the commercial tableware
product line and closure of the related portion of the Company's manufacturing
facility in Charleroi, Pennsylvania. In order to improve the utilization of the
Charleroi facility the Company moved Corelle-Registered Trademark- cup
production to its Martinsburg, West Virginia facility and to third party
suppliers. The Company terminated its supply contract with Corning's Greenville,
Ohio facility and Pyrex-Registered Trademark- production was consolidated at the
Charleroi facility. Additionally, the Company discontinued manufacturing
rangetop cookware and closed its manufacturing and distribution center in
Clinton, Illinois. This product is currently being sourced from third party
manufacturers.
The cash and non-cash elements of the restructuring charge approximate
$15.2 million and $53.8 million, respectively. The Company has spent
$13.9 million in cash on the program to date, $3.7 million in the first quarter
of 2000. The remaining cash charges will be incurred primarily in 2000.
RISK MANAGEMENT
The Company primarily has market risk in the areas of foreign currency and
fixed rate debt. The Company invoices most of its international sales in U.S.
dollars, minimizing the effect of foreign exchange gains or losses on its
earnings. As a result, the Company's foreign sales are affected by currency
fluctuations versus U.S. dollars invoicing.
Currency exchange fluctuations significantly affect the Company's foreign
sales and earnings. The strength of the U.S. dollar has increased, in 2000, and
may in future periods, increase the effective price of
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the Company's products sold in U.S. dollars with the result of materially
adversely affecting sales. The Company's costs are predominantly denominated in
U.S. dollars. With respect to sales conducted in foreign currencies, increased
strength of the U.S. dollar decreases the Company's reported revenues and
margins in respect of such sales to the extent the Company is unable or
determines not to increase local currency prices.
At April 2, 2000, the Company had $211.0 million in fixed rate debt
outstanding. The Company realizes gains and losses on these financial
instruments as the market interest rates fluctuate. The fair value of the
Company's fixed rate debt at April 2, 2000, was $220.4 million resulting from
changes in market conditions, primarily interest rates.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed below,
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this report, including without
limitation, in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's related press releases and in oral
statements made by authorized officers of the Company. When used in this report,
any press release or oral statement, the words "looking forward," "estimate,"
"project," "anticipate," "expect," "intend," "believe" and similar expressions
are intended to identify a forward-looking statement. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties
and other factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. The forward-looking statements
regarding such matters are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments, as well as other factors it
believes are appropriate in the circumstances. Whether actual results and
developments will conform with the Company's expectations and predictions,
however, is subject to a number of risks and uncertainties, in addition to the
risk factors discussed above, including: integration of the Company's
acquisitions of General Housewares Corp. and Ekco Group, Inc., failure to
resolve system implementation issues, a global economic slowdown in any one, or
all, of the Company's sales categories; loss of sales as the Company streamlines
and focuses on strategic accounts; unpredictable difficulties or delays in the
development of new product programs; increasing reliance on third party
manufacturers, increased difficulties in obtaining a consistent supply of basic
raw materials such as sand, soda ash, steel or copper and energy inputs such as
electrical power or natural gas at stable pricing levels; development by the
Company of an adequate administrative infrastructure; technological shifts away
from the Company's technologies and core competencies; unforeseen interruptions
to the Company's business with its largest customers resulting from, but not
limited to, financial instabilities or inventory excesses; the effects of
extreme changes in monetary and fiscal policies in the United States and abroad,
including extreme currency fluctuations and unforeseen inflationary pressures
such as those recently experienced by certain Asian economies; drastic and
unforeseen price pressures on the Company's products or significant cost
increases that cannot be recovered through price increases or productivity
improvements; significant changes in interest rates or in the availability of
financing for the Company or certain of its customers; loss of any material
intellectual property rights; any difficulties in obtaining or retaining the
management or other human resource competencies that the Company needs to
achieve its business objectives; and other factors, many of which are beyond the
control of the Company. Consequently, all of the forward-looking statements made
in this Form 10-Q are qualified by these cautionary statements, and there can be
no assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on the Company and its subsidiaries or their
business or operations.
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PART II--OTHER INFORMATION
ITEM 1--LEGAL PROCEEDINGS
There are no pending legal proceedings which are material in relation to the
consolidated financial statements of WKI.
WKI has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and
cookware product lines. The Company maintains product liability coverage,
subject to certain deductibles and maximum coverage levels that the Company
believes is adequate and in accordance with industry standards.
In addition to product liability claims, from time to time the Company is
involved in various legal actions in the ordinary course of business. The
Company is not currently involved in any legal actions, which, in the belief of
management could have a material adverse impact on the Company.
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PART IV
ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
1. Financial Data Schedule
(b) Reports on Form 8-K
On January 3, 2000 the Company filed a Form 8-K/A to amend its
Form 8-K filed on December 4, 1999. The amendment included pro forma
financial information relating to the acquisition of General Housewares
Corp. and EKCO Group Inc.
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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.
WKI HOLDING COMPANY, INC.
By /s/ NATHANIEL C. STODDARD President and May 17, 2000
-------------------------------------- Chief Executive Officer
(Nathaniel C. Stoddard)
By /s/ ANTHONY P. DEASEY Senior Vice President and May 17, 2000
-------------------------------------- Chief Financial Officer
(Anthony P. Deasey)
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