UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended February 28, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-15851
APW Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 04-2576375
------- ----------
(State or other jurisdiction of (I.R.S. Employer Id. No.)
incorporation or organization)
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
Mailing address: P. O. Box 325, Milwaukee, Wisconsin 53201
------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(262) 523-7600
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of the registrant's Common Stock (including
related Preferred Stock purchase rights) as of April 10, 2001 was 40,791,303.
APW Ltd.
INDEX
Page No.
PART I - FINANCIAL INFORMATION --------
- ------------------------------
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) -
Three and Six Months Ended
February 28, 2001 and February 29, 2000........................... 3
Condensed Consolidated Balance Sheets -
February 28, 2001 (Unaudited) and August 31, 2000................. 4
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Six Months Ended February 28, 2001 and February 29, 2000.......... 5
Notes to Condensed Consolidated Financial Statements................ 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 11
Item 3 - Quantitative and Qualitative Disclosures About Market Risk..... 22
PART II - OTHER INFORMATION
- ---------------------------
Item 2 - Changes in Securities.......................................... 23
Item 4 - Submission of Matters to a Vote of Security Holders............ 23
Item 6 - Exhibits and Reports on Form 8-K............................... 24
SIGNATURE............................................................... 24
- ---------
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
- -----------------------------
APW Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(U.S. Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
---------------------------- ----------------------------
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net sales $317,563 $277,090 $677,286 $566,216
Cost of products sold 254,207 204,803 523,166 416,517
-------- -------- -------- --------
Gross profit 63,356 72,287 154,120 149,699
Engineering, selling and administrative expenses 57,254 44,722 113,265 91,859
Amortization of intangible assets 6,416 6,026 12,441 11,842
Corporate reorganization expenses - 2,162 - 2,162
Loss on sale of subsidiary - - 2,667 -
-------- -------- -------- --------
Operating earnings (loss) (314) 19,377 25,747 43,836
Financing costs 7,309 10,016 13,773 23,567
Other expense, net 741 806 1,058 1,353
-------- -------- -------- --------
Earnings (loss) before income tax expense (benefit) (8,364) 8,555 10,916 18,916
Income tax expense (benefit) (2,484) 4,100 4,034 7,972
-------- -------- -------- --------
Net earnings (loss) before extraordinary item (5,880) 4,455 6,882 10,944
Extraordinary loss on early retirement of debt, net of
income tax benefit of $1,250 - (2,083) - (2,083)
-------- -------- -------- --------
Net earnings (loss) $ (5,880) $ 2,372 $ 6,882 $ 8,861
======== ======== ======== ========
Basic earnings (loss) per share:
Earnings (loss) per share before extraordinary item $ (0.15) $ 0.11 $ 0.17 $ 0.28
Extraordinary loss on early retirement of debt,
net of income tax benefit - (0.05) - (0.05)
-------- -------- -------- --------
Earnings (loss) per share $ (0.15) $ 0.06 $ 0.17 $ 0.23
======== ======== ======== ========
Weighted average common shares outstanding (000's) 39,444 39,052 39,343 39,023
======== ======== ======== ========
Diluted earnings (loss) per share:
Diluted earnings (loss) per share before extraordinary
item $ (0.15) $ 0.11 $ 0.17 $ 0.28
Extraordinary loss on early retirement of debt,
net of income tax benefit - (0.05) - (0.05)
-------- -------- -------- --------
Diluted earnings (loss) per share $ (0.15) $ 0.06 $ 0.17 $ 0.23
======== ======== ======== ========
Weighted average common and potential common
shares outstanding (000's) 39,444 39,052 41,219 39,023
======== ======== ======== ========
See accompanying Notes to Condensed Consolidated Financial Statements
3
APW Ltd.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands, except share and per share data)
February 28, August 31,
2001 2000
------------ ----------
(Unaudited)
ASSETS
------
Current assets:
Cash and cash equivalents $ 4,294 $ 570
Accounts receivable, net 130,694 118,481
Inventories, net 200,368 155,402
Prepaid expenses 14,303 11,114
Deferred income taxes 12,047 12,035
---------- ----------
Total current assets 361,706 297,602
Property, plant and equipment 458,532 359,007
Less: Accumulated depreciation (195,560) (181,975)
---------- ----------
Net property, plant and equipment 262,972 177,032
Goodwill, net 848,761 673,060
Other intangible assets, net 41,756 9,262
Other assets 48,491 57,114
---------- ----------
Total assets $1,563,686 $1,214,070
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings $ 547,383 $ -
Trade accounts payable 160,825 149,877
Accrued compensation and benefits 29,519 31,174
Income taxes payable (including amounts due to
Actuant Corporation) 37,681 71,073
Other current liabilities 41,679 40,113
---------- ----------
Total current liabilities 817,087 292,237
Long-term debt 21,951 236,370
Deferred income taxes 9,522 9,580
Other liabilities (including amounts due to Actuant
Corporation) 56,443 49,504
Shareholders' equity:
Common stock - $0.01 par value per share;
authorized 250,000,000 shares; issued and
outstanding, less contingent shares,
40,043,155 and 39,204,150 shares,
respectively (Note 6) 400 392
Share premium 664,807 638,409
Retained earnings 11,195 4,313
Accumulated other comprehensive income (loss) (17,719) (16,735)
---------- ----------
Total shareholders' equity 658,683 626,379
---------- ----------
Total liabilities and shareholders' equity $1,563,686 $1,214,070
========== ==========
See accompanying Notes to Condensed Consolidated Financial Statements
4
APW Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. Dollars in thousands)
(Unaudited)
Six Months Ended
------------------------------
February 28, February 29,
2001 2000
------------ ------------
Operating activities
- --------------------
Net earnings $ 6,882 $ 8,861
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 31,515 29,115
Loss on sale of subsidiary 2,667 -
Extraordinary loss on early-retirement of debt - 3,333
Changes in operating assets and liabilities, excluding
the effects of business acquisitions:
Accounts receivable 4,709 3,651
Inventories (28,738) (21,005)
Prepaid expenses and other assets (4,755) (3,579)
Trade accounts payable 1,521 (2,176)
Other liabilities (45,162) (10,927)
--------- --------
Net cash provided by (used in) operating activities (31,361) 7,273
Investing activities
- -------------------
Proceeds on the sale of property, plant and equipment 295 211
Net proceeds on sale of subsidiary, net of cash sold 1,782 -
Additions to property, plant and equipment (57,848) (18,139)
Business acquisitions, net of cash acquired (241,546) (10,687)
Other investing activities (727) -
--------- --------
Net cash used in investing activities (298,044) (28,615)
Financing activities
- --------------------
Investments by Applied Power Inc., net, including
debt allocations - 52,347
Principal payments on long-term debt (79,448) (45,297)
Principal borrowings on long term debt 364,587 -
Net short term borrowings (86) -
Net commercial paper borrowings 50,124 -
Net receivables financed (50) (820)
Stock option exercises 1,405 -
Other financing activities (823) -
--------- --------
Net cash provided by financing activities 335,709 6,230
Effect of exchange rate changes on cash (2,580) 360
--------- --------
Net increase (decrease) in cash and cash equivalents 3,724 (14,752)
Cash and cash equivalents - beginning of period 570 15,002
--------- --------
Cash and cash equivalents - end of period $ 4,294 $ 250
========= ========
See accompanying Notes to Condensed Consolidated Financial Statements
5
APW Ltd.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Description of Business and Distribution Transaction
- -------------------------------------------------------------
APW Ltd. ("APW" or "the Company"), through its subsidiaries, is a leading
global technically enabled manufacturing services company, focused on the custom
integrated electronic enclosure systems market. The Company designs and
manufactures a comprehensive portfolio of electronic products, including
enclosures (technical housing and external structure and often the skeleton of
the product), power supplies, thermal management systems, backplanes (large
complex circuit panels used mostly in telecommunication equipment) and cabling,
either as individual subassemblies or as custom integrated systems. APW also
provides a wide range of integration services to our customers, including
product design, supply chain management, manufacturing, assembly, testing and
drop-ship services. The Company focuses on large infrastructure solutions, such
as wireless base stations and switches, high-end server products and Internet
server enclosures.
On January 26, 2000, Applied Power Inc.'s ("Applied Power"), APW Ltd.'s
predecessor company and now named Actuant Corporation ("Actuant"), board of
directors authorized management to pursue a spin-off of the Electronics business
(the "Distribution") to more effectively capitalize on the opportunities in the
electronics market. On July 7, 2000, Applied Power's board of directors approved
the Distribution, which became effective on July 31, 2000, with shareholders of
Applied Power common stock as of the July 21, 2000 record date receiving one
share of APW Ltd. common stock for every Applied Power share owned. Prior to the
Distribution, APW was reorganized as a Bermuda company. APW now trades
separately on The New York Stock Exchange under the ticker symbol of "APW."
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Basis of Presentation: The accompanying unaudited condensed consolidated
financial statements of APW and its subsidiaries have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial reporting and with the instructions of Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the financial statements include all adjustments which
are normal and recurring in nature necessary to present fairly the financial
position of the Company at February 28, 2001, the results of operations for the
three and six months ended February 28, 2001 and February 29, 2000 and cash
flows for the six months ended February 28, 2001 and February 29, 2000. These
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto in the Company's fiscal 2000 Annual
Report on Form 10-K.
The unaudited condensed consolidated statements of earnings for the three
and six months ended February 29, 2000 and cash flows for the six months ended
February 29, 2000 assume that the Electronics businesses of Applied Power that
were contributed to APW in connection with the Distribution were organized as a
separate legal entity and therefore include amounts that Applied Power had
allocated for providing certain general and administrative services to APW
including administration, finance, legal, tax, treasury, information systems,
corporate communications and human resources prior to the Distribution. The
costs for these services have been allocated to APW by Applied Power, for the
three and six months ended February 29, 2000, based upon a formula that includes
sales, operating profit, assets and headcount. Management of APW believes that
the allocation of costs for these services was reasonable. The financial
statements for the three and six months ended February 28, 2001 reflect actual
expenses that APW has incurred performing these general and administrative
services using its own resources or purchased services.
Applied Power's historical practice had been to incur indebtedness for its
consolidated businesses at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and then to centrally
manage various cash functions. Accordingly, for the three and six months ended
February 29, 2000, historical amounts of interest expense allocated to APW from
Applied Power were based on the portion of Applied Power's investment in APW
deemed to be debt. This allocation was based upon a cash flow model which
detailed the historical uses of debt proceeds by APW and the deemed debt
repayments by APW based on free cash flow. Management believes that the
allocation of interest expense for the three and six months ended February 29,
2000 was reasonable.
The above allocation methodologies followed in preparing the unaudited
condensed consolidated statements of earnings for the three and six months ended
February 29, 2000 and statement of cash flows for the six months ended February
29, 2000 may not necessarily reflect our results of operations, cash flows, or
financial position in the future, or what the results would have been had we
been a separate, independent entity for all periods presented.
6
Earnings (Loss) Per Share: For the three and six months ended February 29,
2000, basic and diluted weighted average shares used to calculate earnings per
share for APW are the same as the historical Applied Power Inc. basic weighted
average shares outstanding. Applied Power Inc. basic shares outstanding were
used for the three and six months ended February 29, 2000, which was prior to
the Distribution, for the following reasons: (i) upon the Distribution, each
shareholder of Applied Power Inc. common stock received an equivalent number of
APW shares and (ii) there was no potentially issuable common stock of APW during
the three and six months ended February 29, 2000.
The diluted earnings per share calculation for the six months ended
February 28, 2001 includes the impact of dilutive securities issued under the
APW Ltd. 2001 Stock Option Plan, the APW Ltd. 2000 Stock Option Plan and the
stock options issued in connection with the Distribution that were converted to
APW Ltd. options from those options issued under pre-existing Applied Power
stock options plans. Options to purchase approximately 1.6 million shares of
common stock were outstanding during the three months ending February 28, 2001,
but were not included in the computation of diluted earnings (loss) per share
because they would be anti-dilutive due to the net loss in the fiscal quarter
ended February 28, 2001.
Earnings (loss) per share for the three and six months ended February 28,
2001 and February 29, 2000 is based on the following (in thousands, except
earnings per share data):
Three Months Ended Six Months Ended
--------------------------- ---------------------------
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Numerator:
Earnings (loss) before extraordinary item $ (5,880) $ 4,455 $ 6,882 $ 10,944
Extraordinary loss, net of tax - (2,083) - (2,083)
------------ ------------ ------------ ------------
Net earnings (loss) $ (5,880) $ 2,372 $ 6,882 $ 8,861
============ ============ ============ ============
Denominator:
Weighted average common shares outstanding for
basic earnings per share 39,444 39,052 39,343 39,023
Net effect of dilutive stock options based on the
treasury stock method using average market price - - 1,876 -
------------ ------------ ------------ ------------
Weighted average common and potential common
shares outstanding for diluted earnings per share 39,444 39,052 41,219 39,023
============ ============ ============ ============
Basic Earnings (Loss) Per Share:
Earnings (loss) per share before extraordinary item $ (0.15) $ 0.11 $ 0.17 $ 0.28
Extraordinary loss, net of tax - (0.05) - (0.05)
------------ ------------ ------------ ------------
Earnings (loss) per share $ (0.15) $ 0.06 $ 0.17 $ 0.23
============ ============ ============ ============
Diluted Earnings (Loss) Per Share:
Earnings (loss) per share before extraordinary item $ (0.15) $ 0.11 $ 0.17 $ 0.28
Extraordinary loss, net of tax - (0.05) - (0.05)
------------ ------------ ------------ ------------
Earnings (loss) per share $ (0.15) $ 0.06 $ 0.17 $ 0.23
============ ============ ============ ============
7
New Accounting Pronouncements: In June 1998, Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued which requires that an entity recognize
derivative instruments, including certain derivative instruments embedded in
other contracts, as either assets or liabilities and measure those instruments
at fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. We adopted SFAS No. 133, as amended
by SFAS No. 137 and SFAS No. 138, on September 1, 2000. The adoption of SFAS No.
133 resulted in recording the cumulative effect of the change in accounting
principle for derivative and hedging activity in other comprehensive income of
$0.2 million.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The
bulletin summarizes certain views of the SEC staff on applying accounting
principles generally accepted in the United States of America to revenue
recognition in financial statements. The SEC staff expressed its view that
revenue is realized or realizable and earned when all of the following criteria
are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has
occurred or services have been rendered; (iii) the seller's price to the buyer
is fixed or determinable; and (iv) collectability is reasonably assured. The
implementation of SAB 101 is required no later than the Company's fourth quarter
of fiscal 2001. Adoption of SAB 101 is not expected to have a significant effect
on our financial statements.
In October 2000, the Financial Accounting Standards Board issued SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." The statement replaces SFAS No. 125 and rescinds
SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS
No. 125." The statement also revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures. Nevertheless, it continues most of SFAS No. 125's
provisions without reconsideration. The statement will be effective for all
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. The adoption of SFAS No. 140 is not expected to
have a significant effect on us based on our current conformity with SFAS No.
125.
Note 3 - Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows (in thousands):
Three Months Ended Six Months Ended
--------------------------- ----------------------------
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net earnings (loss) $ (5,880) $ 2,372 $ 6,882 $ 8,861
Cumulative effect of change in accounting
principle for derivatives and hedging
activities, net of tax - - 168 -
Derivative instrument fair market
value adjustment (991) - (991) -
Foreign currency translation adjustments 1,934 (376 (161) 1,702
------------ ------------ ------------ ------------
Comprehensive (loss) income $ (4,937) $ 1,996 $ 5,898 $ 10,563
============ ============ ============ ============
Note 4 - Net Inventories
Net inventories consisted of (in thousands):
February 28, August 31,
2001 2000
------------ ----------
Raw material $ 126,367 $ 98,130
Work-in-progress 29,967 38,185
Finished goods 54,979 30,437
------------ ----------
Total inventories, gross 211,313 166,752
Less: Inventory reserves (10,945) (11,350)
------------ ----------
Total inventories, net $ 200,368 $ 155,402
============ ==========
8
Note 5 - Divestiture
- --------------------
On November 20, 2000, APW Ltd. completed the sale of its magnets business.
The sale netted $1.7 million, which resulted in a net book loss of $2.7 million.
Note 6 - Acquisitions
- ---------------------
On December 15, 2000, APW Ltd., through a wholly owned subsidiary, acquired
certain assets and assumed certain liabilities of Industria Metalurgica
Bagarolli Ltda. ("IMB") located in Campinas, Brazil. IMB specializes in the
design and manufacture of large indoor and outdoor enclosure systems, as well as
sub-assemblies and integration services, to the telecom and financial services
industries in South America. The purchase price totaled $16.5 million, including
fees and expenses, with future consideration of $5.0 million to $8.0 million,
based on the attainment of targeted revenue and earnings before interest, taxes,
depreciation and amortization levels. This acquisition was funded by borrowings
under APW Ltd.'s revolving credit facility. This acquisition was accounted for
using the purchase method and the results of operations of the acquired company
are included in the unaudited condensed consolidated statements of earnings
(loss) from the acquisition date. Preliminary allocations of the purchase price
resulted in approximately $12.1 million of goodwill, to be amortized over 20
years (consistent with APW acquisitions of this size and nature), and is subject
to adjustment for any earn-out. Due to the immaterial impact of the transaction,
pro forma financial information has not been presented for the transaction.
On February 16, 2001, APW Ltd., through a wholly owned subsidiary, acquired
the majority of the assets and assumed certain liabilities of the Mayville Metal
Products Division ("Mayville") of Connell Limited Partnership. Mayville
specializes in the design, manufacture and integration of large outdoor
enclosures, primarily for the telecom industry. The purchase price consisted of:
1) $225.0 million in cash (funded by borrowings under APW Ltd.'s revolving
credit facility); 2) 754,717 shares of APW Ltd. common stock, valued at
approximately $25.0 million, subject to adjustment depending on Mayville's 2001
calendar year net sales; and (3) assumed liabilities of $17.1 million. With this
acquisition, APW issued an aggregate of 1,509,434 shares of common stock of
which 754,717 are contingently returnable. Such contingently returnable shares
are not included in the aforementioned purchase price as of February 28, 2001
nor are the shares used to calculate earnings (loss) per share for the interim
periods ended February 28, 2001. This acquisition was accounted for using the
purchase method of accounting and the results of operations of the acquired
company are included in the unaudited condensed consolidated statements of
earnings (loss) from the acquisition date. Preliminary allocations of the
purchase price resulted in approximately $206.8 million of goodwill and other
intangibles, to be amortized over periods not to exceed 40 years (consistent
with APW acquisitions of this size and nature), and is subject to adjustment for
any earn-out.
The following unaudited pro forma data summarize the results of operations
for the periods indicated as if the acquisition of Mayville had been completed
on September 1, 2000 and September 1, 1999, respectively. The pro forma data
gives effect to actual operating results prior to the acquisition and
adjustments to cost of products sold, engineering, selling and administrative
expenses, interest expense, depreciation, goodwill amortization, and income
taxes. These pro forma amounts do not purport to be indicative of the results
that would have actually been obtained if the acquisition had occurred on
September 1, 2000, and September 1, 1999 or that may be obtained in the future.
Six Months Ended
-----------------------------
February 28, February 29,
2001 2000
------------ ------------
Net sales $768,836 $628,086
Net earnings before extra ordinary item $ 7,275 $ 7,390
Net earnings $ 7,275 $ 5,307
Basic earnings per share $ 0.18 $ 0.13
Diluted earnings per share $ 0.17 $ 0.13
Note 7 - Debt
- -------------
Borrowings under APW's revolving credit facility and outstanding commercial
paper are classified as short-term borrowings at February 28, 2001 as APW was
not in compliance with certain debt covenants. APW has received a waiver of the
debt covenant violations through May 15, 2001 and anticipates completing
negotiations of an amendment to the current Credit Facilities on or prior to May
15, 2001 (see Liquidity section of Management's Discussion and Analysis for
further discussion). The current waiver agreement included a waiver fee, a
modification in total availability under the revolving Credit Facility from its
stated amount of $600.0 million to $530.0 million and an increase in the
interest rate spread to base rate plus 75 basis points or offshore rate plus 225
basis points.
9
Note 8 - Accounts Receivable Financing
- --------------------------------------
On July 31, 2000, as part of the Distribution, APW assumed Applied Power's
$150.0 million off-balance sheet receivables financing program. The Accounts
Receivable Financing Facility was amended to decrease the amount available from
$150.0 million to $80.0 million on April 4, 2001. This receivables facility is
under negotiation for further amendment and is subject to renegotiation.
Note 9 - Contingencies and Litigation
- -------------------------------------
APW Ltd. is a party to various legal proceedings which have arisen in the
normal course of its business. These legal proceedings typically include product
liability, environmental, labor, patent and contract claims, and commission
disputes.
APW Ltd. has recorded reserves for loss contingencies based on the specific
circumstances of each case. Such reserves are recorded when it is probable that
a loss has been incurred as of the balance sheet date and such loss can be
reasonably estimated. In the opinion of management, the resolution of these
contingencies will not have a material adverse effect on APW Ltd.'s financial
condition, results of operations or cash flows.
10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
The following discussion of our financial condition and our results of
operations should be read in conjunction with our accompanying unaudited
condensed consolidated financial statements and related notes thereto. Results
of operations for the three and six months ended February 29, 2000 and cash
flows for the six months ended February 29, 2000 have been established from the
condensed consolidated financial statements of Applied Power using the
historical results of our operations and historical basis of our assets and
liabilities and the allocation methodology described under "Historical
Allocations from Applied Power" below. We believe the assumptions underlying our
financial statements are reasonable.
Overview
APW Ltd. ("APW" or "the Company'), through its subsidiaries, is a leading
global technically enabled manufacturing services provider, focused on the
custom integrated electronic enclosure systems market. We have the capabilities
to design and manufacture a comprehensive portfolio of electronic products,
including enclosures (technical housings and external structure and often the
skeleton of the product), power supplies, thermal management systems, backplanes
(large complex circuit panels used mostly in telecommunication equipment) and
cabling, either as individual subassemblies or as integrated custom systems. We
provide a wide range of integrated design, manufacturing and logistics services
to customers, including product design, supply chain management, manufacturing,
assembly, testing and drop-ship services. Operating in over 50 locations
throughout North America, South America, Europe and Asia, we provide our
solutions and services to original equipment manufacturers, primarily in the
communications (datacom and telecom), computing (enterprise hardware - large
servers, large data storage, networking) and Internet (application service
providers, Internet service providers and web hosting) markets. APW's customers
include industry leaders such as Applied Materials, Cisco, Compaq, Cymer, EMC,
Ericsson, Fujitsu, Hewlett-Packard, IBM, Lucent, Marconi, Motorola, NCR, Nokia,
Nortel Networks and Sun Microsystems.
The Distribution
During 1999, Applied Power's (APW Ltd.'s predecessor company) management
began to consider the separation of the Electronics Business from the Industrial
Business as a way to more effectively pursue strategic opportunities in the
electronics market. On January 26, 2000, Applied Power's board of directors
authorized various actions intended to position Applied Power to distribute the
Electronics Business to its shareholders (the "Distribution") in the form of a
special dividend.
On July 7, 2000, Applied Power's board of directors approved the
Distribution. The Distribution occurred on July 31, 2000 with shareholders of
Applied Power common stock as of the July 21, 2000 record date receiving one
share of APW Ltd. common stock for every Applied Power share owned. APW Ltd. now
trades separately on The New York Stock Exchange ("NYSE") under the ticker
symbol "APW." Applied Power continues to trade on The NYSE, but has changed its
ticker symbol to "ATU" and has subsequently changed its name to Actuant
Corporation. Prior to the Distribution, APW was reorganized as a Bermuda
company.
Historical Allocations from Applied Power
Through July 31, 2000, Applied Power provided certain general and
administrative services to APW including administration, finance, legal, tax,
treasury, information systems, corporate communications and human resources. The
cost for these services was allocated to us by Applied Power based upon a
formula that considered sales, operating profit, assets and headcount.
Management believes that the allocation of cost for these services was
reasonable. Since August 1, 2000, APW has performed these general and
administrative services using internal resources or purchased services.
Applied Power's historical practice was to incur indebtedness for its
consolidated businesses at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, through July 31, 2000, APW's
historical amounts include debt and related interest expense allocated from
Applied Power based on the portion of Applied Power's investment in APW which
was deemed to be debt. This allocation was based on a cash flow model which
details the historical uses of
11
debt proceeds by us and the deemed debt repayments by us based on free cash
flow. Management believes that the allocation of corporate debt and related
interest expense for all periods prior to July 31, 2000 was reasonable. In
conjunction with the Distribution, the consolidated debt of Applied Power was
realigned between APW and Applied Power. Through an additional investment by
Applied Power on July 31, 2000, a certain portion of APW's allocated outstanding
debt was retained by Applied Power.
The above allocation methodologies followed in preparing the unaudited
condensed consolidated statements of earnings for the three and six months ended
February 29, 2000 and cash flows for the six months ended February 29, 2000 may
not necessarily reflect our results of operations, cash flows, or financial
position in the future, or what the results would have been had we been a
separate, independent entity for all periods presented.
Recent Developments
- -------------------
On January 18, 2001, APW Ltd. entered into a definitive agreement to
acquire the metal, plastics and tooling manufacturing assets of Lucent
Technologies Inc.'s Global Provisioning Center located in Bydgoszcz, Poland. The
acquisition will include approximately 215,000 square feet of manufacturing
capacity. This transaction is subject to regulatory approvals and other closing
conditions, and is expected to close by the end of fiscal year 2001.
Borrowings under APW's revolving credit facility and outstanding commercial
paper are classified as short-term borrowings at February 28, 2001 as APW was
not in compliance with certain debt covenants. APW has received a waiver of the
debt covenant violations through May 15, 2001 and anticipates completing
negotiations of an amendment to the current Credit Facilities prior to May 15,
2001 (See Liquidity Section of Management's Discussion and Analysis for further
discussion).
Acquisitions
- ------------
On December 15, 2000, APW Ltd., through a wholly owned subsidiary, acquired
certain assets and assumed certain liabilities of Industria Metalurgica
Bagarolli Ltda. ("IMB") located in Campinas, Brazil. IMB specializes in the
design and manufacture of large indoor and outdoor enclosure systems, as well as
sub-assemblies and integration services, to the telecom and financial services
industries in South America. The purchase price totaled $16.5 million, including
fees and expenses, with future consideration of $5.0 million to $8.0 million,
based on the attainment of targeted revenue and earnings before interest, taxes,
depreciation and amortization levels. This acquisition was funded by borrowings
under APW Ltd.'s revolving credit facility. This acquisition was accounted for
using the purchase method and the results of operations of the acquired company
are included in the unaudited condensed consolidated statements of earnings
(loss) from the acquisition date. Preliminary allocations of the purchase price
resulted in approximately $12.1 million of goodwill, to be amortized over 20
years (consistent with APW acquisitions of this size and nature), and is subject
to adjustment for any earn-out.
On February 16, 2001, APW Ltd., through a wholly owned subsidiary, acquired
the majority of the assets and assumed certain liabilities of the Mayville Metal
Products Division ("Mayville") of Connell Limited Partnership. Mayville
specializes in the design, manufacture and integration of large outdoor
enclosures, primarily for the telecom industry. The purchase price consisted of:
1) $225.0 million in cash (funded by borrowings under APW Ltd.'s revolving
credit facility); 2) 754,717 shares of APW Ltd. common stock, valued at
approximately $25.0 million, subject to adjustment depending on Mayville's 2001
calendar year net sales; and 3) assumed liabilities of $17.1 million. With this
acquisition, APW issued an aggregate of 1,509,434 shares of common stock of
which 754,717 are contingently returnable. Such contingently returnable shares
are not included in the aforementioned purchase price as of February 28, 2001
nor are the shares used to calculate earnings (loss) per share for the interim
periods ended February 28, 2001. This acquisition was accounted for using the
purchase method of accounting and the results of operations of the acquired
company are included in the unaudited condensed consolidated statements of
earnings (loss) from the acquisition date. Preliminary allocations of the
purchase price resulted in approximately $206.8 million of goodwill and other
intangibles, to be amortized over periods not to exceed 40 years (consistent
with APW acquisitions of this size and nature), and is subject to adjustment for
any earn-out.
12
Results of Operations
- ---------------------
Unaudited Pro Forma Results of Operations
In order to evaluate our underlying operating performance, unaudited pro
forma financial information is presented below which depicts our results of
operations assuming the Distribution and related transactions had been completed
as of September 1, 1999, the beginning of fiscal 2000. Such unaudited pro forma
financial information has not been adjusted for acquisitions consummated in
fiscal 2001.
This unaudited pro forma financial information has been prepared utilizing
our historical unaudited consolidated financial statements. The unaudited pro
forma information should be read in conjunction with the accompanying historical
unaudited condensed consolidated financial statements and related notes thereto.
The unaudited pro forma financial information does not purport to be indicative
of our results in the future or what the results of operations would have been
had we been a separate, independent entity during the periods shown.
(in millions)
As a percentage As a percentage
of Net Sales of Net Sales
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
February February February February
-------------------------------------------------------------------------------------------------
28, 2001 29, 2000 28, 2001 29, 2000 28, 2001 29, 2000 28, 2001 29, 2000
-------------------------------------------------------------------------------------------------
Net sales $ 317.6 $ 277.1 100.0% 100.0% $ 677.3 $ 566.2 100.0% 100.0%
Gross profit 63.4 72.3 20.0% 26.1% 154.1 149.7 22.8% 26.4%
Engineering, selling and
administrative expenses 57.3 45.9 (1) 18.0% 16.6% 113.3 94.2 (1) 16.7% 16.6%
Amortization of intangibles 6.4 6.0 2.0% 2.2% 12.4 11.8 1.8% 2.1%
Loss on sale of subsidiary - - 0.0% 0.0% 2.7 - 0.4% 0.0%
Operating earnings (loss) (0.3) 20.4 (0.1)% 7.4% 25.7 43.7 3.8% 7.7%
Net financing costs 7.3 6.9 (2)(3) 2.3% 2.5% 13.8 13.9 (2)(3) 2.0% 2.5%
Other expense, net 0.8 0.8 0.3% 0.3% 1.0 1.4 0.1% 0.2%
Earnings (loss) before
income tax expense (benefit) (8.4) 12.7 (2.6)% 4.6% 10.9 28.4 1.6% 5.0%
Income tax expense (benefit) (2.5) 3.8 (4) (0.8)% 1.4% 4.0 8.5 (4) 0.6% 1.5%
Net earnings (loss) (5.9) 8.9 (5) (1.9)% 3.2% 6.9 19.9 (5) 1.0% 3.5%
(1) Pro forma adjustments to engineering, selling and administrative expenses
of $1.2 million for the three months ended February 29, 2000 and $2.3
million for the six months ended February 29, 2000 represents the
incremental costs that would have been incurred by APW for general
corporate expenses if the Distribution would have occurred on September 1,
1999, the beginning of fiscal 2000. For the three months ended February 29,
2000 and six months ended February 29, 2000, the aggregate total of Pro
Forma general corporate expenses in these Pro Forma financial statements is
$3.0 million and $6.0 million, respectively. Pro forma adjustment reflects
the exclusion of APW's allocated portion of a one-time charge incurred by
Applied Power associated with the Distribution.
(2) Pro forma adjustment reflects an adjustment to net financing costs based on
the debt structure after the Distribution. The pro forma adjustment is a
result of APW Ltd.'s lower anticipated indebtedness and lower financing
costs as a result of the debt realignment.
(3) Pro forma adjustment represents the reversal of APW Ltd's allocated portion
of net gain associated with the unwinding of interest rate swap agreements
by Applied Power in conjunction with final debt repayments.
(4) Pro forma adjustment to income tax expense represents the anticipated lower
effective tax rate of 30% that APW Ltd. will be subject to after its
incorporation in Bermuda, as discussed in the Distribution.
(5) The pro forma adjustment represents the exclusion of the extraordinary loss
on the early retirement of debt that was recorded during the three and six
months ended February 29, 2000, which was incurred in anticipation of the
transaction.
13
Three Months Ended February 28, 2001 Compared to Three Months Ended February 29,
2000
Net Sales
Net sales for the three months ended February 28, 2001 (fiscal 2001 second
quarter) grew to $317.6 million from $277.1 million in the three months ended
February 29, 2000 (fiscal 2000 second quarter), an increase of 14.6% (18.3%
excluding the negative impact of foreign currency translation). The net sales
growth continues to be primarily driven by growth in our custom integrated
systems, thermal management and electronic solutions product lines. Our fiscal
2001 second quarter sales growth was also influenced by the inclusion of
acquisitions completed in the second and third quarters of fiscal 2000 and to a
lesser extent, the second quarter fiscal 2001 acquisitions of IMB and Mayville.
Excluding these acquisitions, net sales increased 9.6% in the fiscal 2001 second
quarter (13.7% excluding the negative impact of foreign currency translation)
when compared to sales in the fiscal 2000 second quarter.
Geographic Sales
(In millions) Three Months Ended
-----------------------------
February 28, February 29,
2001 2000 Change
----------------------------------------
Americas $ 195.5 $ 163.9 19.3%
Europe and Asia 122.1 113.2 7.8%
----------------------------------------
Total $ 317.6 $ 277.1 14.6%
========================================
Net sales in the Americas for the fiscal 2001 second quarter grew to $195.5
million from $163.9 million in the fiscal 2000 second quarter, an increase of
19.3%. The net sales growth continues to be primarily driven by growth in our
custom integrated systems, thermal management and electronics solutions product
lines. APW's fiscal 2001 second quarter sales growth was also influenced by the
inclusion of the acquisitions of Metalade (completed in the second quarter of
fiscal 2000), IMB (completed in early second quarter of fiscal 2001) and
Mayville (completed late in the second quarter of fiscal 2001). Excluding these
acquisition, APW's net sales increased 13.0% in the fiscal 2001 second quarter
when compared to net sales in the fiscal 2000 second quarter.
Net sales in Europe and Asia for the fiscal 2001 second quarter grew to
$122.1 million from $113.2 million in the fiscal 2000 second quarter, an
increase of 7.8%. The net sales growth continues to be primarily driven by
growth in our custom integrated systems product line. APW's fiscal 2001 second
quarter sales growth was influenced by the inclusion of the acquisition of
Malcoe (completed in the third quarter of fiscal 2000). Excluding this
acquisition, Europe and Asia net sales increased 4.7% in the fiscal 2001 second
quarter when compared to net sales in the fiscal 2000 second quarter. Foreign
currency translation and APW Ltd.'s exit of the high-volume personal computer
business adversely impacted fiscal 2001 second quarter Europe and Asia net sales
compared to fiscal 2000 second quarter. The appreciation of the U.S. dollar
against the British Pound Sterling, the Euro and Danish Krone currencies
adversely impacted translation of these currencies into U.S. dollars by $10.1
million. APW's decision to exit the high-volume personal-computer related
business adversely impacted Europe and Asia net sales by approximately $11.0
million in fiscal 2001 second quarter. Excluding both the adverse impact of
foreign currency translation and the exit of the high-volume personal computer
business, Europe and Asia net sales grew 29.6% in second quarter fiscal 2001.
Gross Profit
Gross profit for the fiscal 2001 second quarter decreased to $63.4 million
from $72.3 million in the fiscal 2000 second quarter, a decrease of 12.3%. As a
percentage of net sales, the fiscal 2001 second quarter gross profit was 20.0%
compared to 26.1% in the fiscal 2000 second quarter. The decrease in gross
profit as a percentage of net sales is primarily a result of a combination of
factors: 1) under-absorption of costs resulting from the fall-off of volume from
fiscal 2001 first quarter to fiscal 2001 second quarter and the scheduled start-
up costs associated with new programs; 2) a change in mix with a sharp decline
in higher-margin programs and increased level of lower-margin systems
integration; and 3) the remaining deterioration was split between direct labor
inefficiencies related to the sales decline from fiscal 2001 first quarter to
fiscal 2001 second quarter and costs associated with severance. APW has
undertaken a complete review of the business structure, facility utilization and
employee productivity. This review of
14
APW's total cost structure will result in the implementation of targeted
reductions in overhead and direct labor costs to more effectively align the
manufacturing cost structure with APW's current sales volume.
Operating Expenses
Operating expenses in the fiscal 2001 second quarter were $57.3 million
compared to $46.9 million in the fiscal 2000 second quarter. As a percentage of
net sales, operating expenses were 18.0% for the fiscal 2001 second quarter,
compared to 16.9% for the fiscal 2000 second quarter. APW's operating expenses
consist primarily of engineering, selling, marketing, finance, information
technology and general administrative expenses. The increase in our fiscal 2001
operating expenses as a percentage of net sales is primarily the result of the
additional operating expenses associated with the IMB and Mayville acquisitions
as well as the sharp fall-off of sales volume from fiscal 2001 first quarter to
fiscal 2001 second quarter. APW has undertaken a complete review of its
organizational structure and headcount levels in light of APW's current demand
levels. This review will result in the implementation of targeted reductions to
more effectively align operating expenses with current sales volume.
Operating expenses for the fiscal 2000 second quarter include an allocation
of Applied Power's corporate general and administrative expenses based on
estimated levels of effort devoted to us and our relative size compared to
Applied Power's total revenues, operating profit, assets and employee headcount.
We believe that the allocation of Applied Power's corporate general and
administrative expense for the historical periods is reasonable. See "Historical
Allocations from Applied Power" above for further discussion of operating
expenses allocated to us from Applied Power.
On a pro forma basis, fiscal 2001 second quarter expenses grew to $57.3
million from $45.9 million in fiscal 2000 second quarter, an increase of 24.8%.
As a percentage of net sales, pro forma operating expenses increased to 18.0% in
fiscal 2001 second quarter, compared to 16.6% in fiscal 2000 second quarter. Our
fiscal 2001 second quarter increase in pro forma operating expenses as a percent
of net sales is primarily the result of additional operating expenses associated
with the IMB and Mayville acquisitions as well as the sharp fall-off of sales
volume from fiscal 2001 first quarter to fiscal 2001 second quarter. APW has
undertaken a complete review of its organizational structure and headcount
levels in light of APW's current demand levels. This review will result in the
implementation of targeted reductions to more effectively align operating
expenses with current sales volume.
Amortization of Intangible Assets
Amortization of intangible assets (amortization) in the fiscal 2001 second
quarter was $6.4 million compared to $6.0 million in the fiscal 2000 second
quarter. Amortization as a percentage of net sales decreased to 2.0% in the
fiscal 2001 second quarter compared to 2.2% in the fiscal 2000 second quarter.
The dollar increase in amortization was the result of the amortization of
goodwill recorded for acquisitions made in the second and third quarters of
fiscal 2000 and in the second quarter of fiscal 2001.
Operating Earnings (Loss)
APW Ltd. incurred an operating loss of ($0.3) million in fiscal 2001 second
quarter compared to operating earnings of $19.4 million in the fiscal 2000
second quarter. As a percentage of net sales, operating earnings (loss) were
(0.1%) and 7.0% in the fiscal 2001 second quarter and the fiscal 2000 second
quarter, respectively.
APW Ltd. incurred an operating loss of ($0.3) million in fiscal 2001 second
quarter compared to operating earnings of $20.4 million on a historical pro
forma basis for the fiscal 2000 second quarter. As a percentage of net sales,
operating earnings were (0.1%) and 7.4% in fiscal 2001 second quarter and fiscal
2000 second quarter, respectively.
Financing Costs
Net financing costs in the fiscal 2001 second quarter decreased to $7.3
million from $10.0 million for the fiscal 2000 second quarter, a decrease of
27.0%. The decrease in our net financing costs is a result of the reduction in
our outstanding indebtedness from the fiscal 2000 second quarter to the fiscal
2001 second quarter. See "Historical
15
Allocations from Applied Power" above for further discussion of net financing
costs allocated to us from Applied Power for the fiscal 2000 second quarter.
Net financing costs in fiscal 2001 second quarter increased to $7.3 million
compared to $6.9 million in fiscal 2000 on a pro forma basis, an increase of
5.8%. The historical pro forma second quarter net financing costs were
calculated using a 7.75% annual interest rate. This weighted average interest
rate is generally representative of what APW was incurring on our debt portfolio
historically.
Income Tax Expense (Benefit)
The income tax (benefit) for the fiscal 2001 second quarter was ($2.5)
million compared to income tax expense of $4.1 million for the fiscal 2000
second quarter. Our effective income tax rate was 29.7% for the fiscal 2001
second quarter, compared to 47.9% for the fiscal 2000 second quarter. The
decrease in the effective tax rate for the fiscal 2001 second quarter compared
to the fiscal 2000 second quarter is a result of the reorganization as a Bermuda
Company. See "The Distribution" above for further discussion of the
reorganization as a Bermuda Company.
The goodwill and subsequent amortization expense recorded as a result of
the majority of our acquisitions prior to the spin-off is non-deductible for tax
purposes. The amortization of the intangibles associated with the Mayville
acquisition will be tax deductible for income tax purposes. Effective income tax
rates were higher than the statutory rate for the prior period presented
primarily as a result of state income taxes and non-deductible amortization of
goodwill, which was partially offset by net effects of foreign tax rates and
credits.
Pro forma income tax expense for the prior period represents the
anticipated lower effective income tax rate of 30% on the higher pro forma pre-
tax earnings that we expect to be subject to after the Distribution, debt
realignment and reorganization in Bermuda.
Six Months Ended February 28, 2001 Compared to Six Months Ended February 29,
2000
Net Sales
Net sales for the six months ended February 28, 2001 grew to $677.3 million
from $566.2 million in the six months ended February 29, 2000, an increase of
19.6% (25.4% excluding the negative impact of foreign currency translation). The
net sales growth continues to be primarily driven by growth in our custom
integrated systems, thermal management and electronic solutions product lines.
Our sales growth for the six months ended February 28, 2001 was also influenced
by the inclusion of acquisitions completed in the second and third quarters of
fiscal 2000 and second quarter of fiscal 2001. Excluding these acquisitions, net
sales increased 14.4% for the six months ended February 28, 2001 (20.2%
excluding the negative impact of foreign currency translation) when compared to
sales for the six months ended February 29, 2000.
Geographic Sales
(In millions) Six Months Ended
-------------------------------
February 28, February 29,
2001 2000 Change
---------------------------------------------
Americas $ 419.1 $ 327.7 27.9%
Europe and Asia 258.2 238.5 8.3%
---------------------------------------------
Total $ 677.3 $ 566.2 19.6%
=============================================
Net sales in the Americas for the six months ended February 28, 2001 grew
to $419.1 million from $327.7 million in the six months ended February 29, 2000,
an increase of 27.9%. The net sales growth continues to be primarily driven by
growth in our custom integrated systems, thermal management and electronic
solutions product lines. Our six months ended February 28, 2001 sales growth
was also influenced by the inclusion of the aforementioned acquisitions
completed in the second and third quarters of fiscal 2000 and second quarter of
fiscal
16
2001. Excluding these acquisitions, net sales increased 21.2% in the six months
ended February 28, 2001, when compared to net sales for the six months ended
February 29, 2000.
Net sales in Europe and Asia for the six months ended February 28, 2001,
grew to $258.2 million from $238.5 million for the six months ended February 29,
2000, an increase of 8.3%. The net sales growth continues to be primarily driven
by growth in our custom integrated systems product line. Our six months ended
February 28, 2001 sales growth was influenced by the inclusion of the
aforementioned acquisition completed in the third quarter of fiscal 2000.
Excluding this acquisition, Europe and Asia net sales increased 5.0% in the six
months ended February 28, 2001 when compared to net sales for the six months
ended February 29, 2000. Foreign currency translation and APW's exit of the
high-volume personal computer business adversely impacted the six months ended
February 28, 2001 European net sales compared to the six months ended February
29, 2000. The appreciation of the U.S. dollar against the British Pound
Sterling, the Euro and Danish Krone currencies adversely impacted translation of
these currencies into U.S. dollars by $32.9 million. APW's decision to exit the
high-volume personal-computer business adversely impacted Europe and Asia net
sales by approximately $23.3 million for the six months ended February 28, 2001.
Excluding both the adverse impact of foreign currency translation and the exit
of the high-volume personal computer business, Europe and Asia net sales grew
35.7% in the six months ended February 28, 2001.
Gross Profit
Gross profit for the six months ended February 28, 2001, grew to $154.1
million from $149.7 million for the six months ended February 29, 2000, an
increase of 2.9%. As a percentage of net sales, the six months ended February
28, 2001 gross profit was 22.8% compared to 26.4% for the six months ended
February 29, 2000. The decrease in gross profit as a percentage of net sales is
primarily a result of a change in the composition of our total net sales from
higher-margin programs to lower-margin programs as well as the under absorption
of overhead costs associated with a steep decline in sales volume in the second
quarter of fiscal 2001. APW has undertaken a complete review of its business
structure, facility utilization and employee productivity. This review of APW's
total cost structure will result in the implementation of targeted reductions in
overhead and direct labor costs to more effectively align the manufacturing cost
structure with sales volume.
Operating Expenses
Operating expenses for the six months ended February 28, 2001, were $113.3
million compared to $94.0 million for the six months ended February 29, 2000. As
a percentage of net sales, operating expenses were 16.7% for the six months
ended February 28, 2001, compared to 16.6% for the six months ended February 29,
2000. The increase in our fiscal 2001 operating expenses as a percentage of net
sales is primarily the result of the additional operating expenses associated
with the IMB and Mayville acquisitions as well as the sharp fall-off of sales
volume from fiscal 2001 first quarter to the fiscal 2001 second quarter. APW has
undertaken a complete review of its organizational structure and headcount
levels in light of APW's current demand levels. This review will result in the
implementation of targeted reductions to more effectively align operating
expenses with sales volume.
Operating expenses for the six months ended February 29, 2000, include an
allocation of Applied Power's corporate general and administrative expenses
based on estimated levels of effort devoted to us and our relative size compared
to Applied Power's total revenues, operating profit, assets and employee
headcount. We believe that the allocation of Applied Power's corporate general
and administrative expense for the historical periods is reasonable. See
"Historical Allocations from Applied Power" above for further discussion of
operating expenses allocated to us from Applied Power.
On a pro forma basis, operating expenses for the six months ended February
28, 2001, grew to $113.3 million from $94.2 million in six months ended February
29, 2000, an increase of 20.3%. As a percentage of net sales, pro forma
operating expenses increased marginally to 16.7% in the six months ended
February 28, 2001, compared to 16.6% in the six months ended February 29, 2000.
APW has undertaken a complete review of its organizational structure and
headcount levels in light of APW's current demand levels. This review will
result in the implementation of targeted reductions to more effectively align
operating expenses with sales volume.
17
Amortization of Intangible Assets
Amortization of intangible assets (amortization) in the six months ended
February 28, 2001, was $12.4 million compared to $11.8 million for the six
months ended February 29, 2000. Amortization as a percentage of net sales
decreased to 1.8% in the six months ended February 28, 2001, compared to 2.1%
for the six months ended February 29, 2000. The dollar increase in amortization
was the result of the amortization of goodwill recorded for the aforementioned
acquisitions made in the second and third quarters of fiscal 2000 and
acquisitions completed in the second quarter of fiscal 2001.
Divestiture
On November 20, 2000, APW Ltd. completed the sale of its magnets business.
Total consideration from the transaction was a net $1.7 million, which resulted
in a net book loss of $2.7 million.
Operating Earnings
Operating earnings, excluding the one time loss on the sale of a subsidiary
of $2.7 million, for the six months ended February 28, 2001, decreased to $28.4
million from $43.8 million for the six months ended February 29, 2000. As a
percentage of net sales, excluding the one time loss on the sale of a
subsidiary, operating earnings were 4.2% and 7.7% in the six months ended
February 28, 2001, and February 29, 2000, respectively.
APW's operating earnings, excluding the one time loss on the sale of a
subsidiary of $2.7 million, for the six months ended February 28, 2001 declined
to $28.4 million from $43.7 million on a pro forma basis for the six months
ended February 29, 2000. As a percentage of net sales, operating earnings were
4.2% and 7.7% for the six months ended February 28, 2001 and February 29, 2000,
respectively.
APW has undertaken a complete review of the business structure, facility
utilization and employee productivity. This review of APW's total cost structure
will result in the implementation of targeted reductions in manufacturing
overhead, direct labor and operating expenses to more effectively align the cost
structure with sales volume and in turn increase operating earnings.
Financing Costs
Net financing costs for the six months ended February 28, 2001, decreased
to $13.8 million from $23.6 million for the six months ended February 29, 2000,
a decrease of 41.6%. The decrease in our net financing costs is a result of the
reduction in our outstanding indebtedness from the six months ended February 29,
2000, to the six months ended February 28, 2001. See "Historical Allocations
from Applied Power" above for further discussion of net financing costs
allocated to us from Applied Power for the fiscal 2000 first quarter.
Net financing costs in the six months ended February 28, 2001, marginally
decreased to $13.8 million compared to $13.9 million on a pro forma basis for
the six months ended February 29, 2000. The historical pro forma six months
ended February 29, 2000 net financing costs were calculated using a 7.75% annual
interest rate. This weighted average interest rate is generally representative
of what APW was incurring on our debt portfolio historically.
Income Tax Expense
Income tax expense for the six months ended February 28, 2001, was $4.0
million compared to $8.0 million for the six months ended February 29, 2000. The
decrease in expense is a result of the loss incurred during the three months
ended February 28, 2001. Our effective income tax rate was 37.0% for the six
months ended February 28, 2001, compared to 42.1% for the six months ended
February 29, 2000. Excluding a $2.7 million book loss on the sale of a
subsidiary, the effective income tax rate for the six months ended February 28,
2001 was 29.7%. The decrease in the effective tax rate in the six months ended
February 28, 2001, compared to the six months ended February 29, 2000, is a
result of the reorganization as a Bermuda Company. See "The Distribution" above
for further discussion of the reorganization as a Bermuda Company.
18
The goodwill and subsequent amortization expense recorded as a result of
the majority of our acquisitions is non-deductible for tax purposes. The
amortization of the intangibles associated with the Mayville acquisition will be
tax deductible for income tax purposes. The effective income tax rate for the
six month period ended February 29, 2000 was higher than the statutory rate for
the same period primarily as a result of state income taxes and non-deductible
amortization of goodwill, which was partially offset by net effects of foreign
tax rates and credits.
Pro forma income tax expense represents the anticipated lower effective
income tax rate of 30% on the higher pro forma pre-tax earnings that we expect
to be subject to after the Distribution, debt realignment and reorganization in
Bermuda.
We have agreed to indemnify Actuant against certain tax liabilities arising
from the reorganization leading up to the Distribution. The reorganization,
including the merger and our continuation as a Bermuda company, involve taxable
transactions. Under a tax sharing agreement we entered into with Actuant, we
will be responsible for federal and state income taxes resulting from the
reorganization transactions. During November 2000, we made a $30.0 million
payment to Actuant in relation to this agreement. As a result, we will bear the
risk of any audit adjustments by the IRS or other taxing authorities challenging
the reporting of the reorganization transactions.
Liquidity and Capital Resources
Cash Flows
Cash and cash equivalents totaled $4.3 million at February 28, 2001 and
$0.6 million at August 31, 2000.
Net cash used in operations in the six months ended February 28, 2001, was
$31.4 million compared to $7.3 million provided by operations for the six months
ended February 29, 2000. The net use of cash in the six months ended February
28, 2001, was primarily due to a $30.0 million payment to Applied Power in
relation to the tax indemnification related to the Distribution as well as
increased working capital of $22.5 million and other tax payments totaling $10.1
million. The use of cash was offset by net cash earnings (net earnings plus
depreciation, amortization and book loss on the sale of subsidiary) of $41.1
million.
Net cash used in investing activities for the six months ended February 28,
2001 was $298.0 million compared to $28.6 million for the six months ended
February 29, 2000. The net use of cash was driven by the acquisitions of IMB and
Mayville (exclusive of stock consideration) totaling $241.5 million and capital
expenditures of $57.8 million.
Net cash provided by financing activities for the six months ended February
28, 2001 was $335.7 million compared to $6.2 million provided for the six months
ended February 29, 2000. The net cash provided by financing activities primarily
came from net borrowings on our Credit Facilities of $285.1 million and net
commercial paper borrowings of $50.1 million.
Capitalization
Debt as of February 28, 2001 totaled $569.3 million, an increase of
approximately $333.0 million from August 31, 2000. The increase in debt was the
result of the acquisitions of Mayville and IMB, the tax payment to Applied
Power, and the financing of capital expenditures.
To reduce the risk of interest rate increases, we periodically enter into
interest rate swap agreements. Our current interest rate swap activity is
limited to three agreements and is not significant.
19
Liquidity
Historically, APW has met its cash needs through operations and borrowings
under its credit facilities and off-balance sheet accounts receivables financing
facility. The second quarter financial results initially breached certain
financial covenants in these credit facilities agreements and we have received a
temporary waiver from the lenders of these covenants through May 15, 2001. As a
result, all borrowings under APW's revolving credit facilities, commercial paper
and other financings are classified as current liabilities in the February 28,
2001 balance sheet. APW is currently in negotiations with its lenders to amend
its current credit facilities on or prior to May 15, 2001. In connection
with obtaining the temporary waivers, we have agreed to secure the Credit
Facilities with certain of our U.S. and foreign assets. There can be no
assurance concerning the rate or terms of the new credit facilities.
As of the date of the filing of this Form 10-Q, APW had approximately $52.4
million available for borrowing under the terms granted through the waivers to
the credit facilities of which approximately $17.3 million will service maturing
short-term debt and the balance is available to meet operating requirements.
Assuming the Credit Facilities and Accounts Receivables Financing Facility are
successfully renegotiated as anticipated by management, APW believes that the
availability under its Credit Facilities and other permitted borrowings plus
additional funds generated from operations will be adequate to meet its
operating debt service and capital expenditure requirements for the foreseeable
future. It is likely that the revised Credit Facility will contain additional
negative and affirmative covenants which will likely place restrictions on the
Company's activities. If the negotiations for the credit facilities are not
successfully resolved, APW will have to arrange either new financing and/or
raise capital to meet its obligations. If the bank financing or alternative
financing cannot be successfully negotiated, APW would not be able to meet its
obligations. If we cannot successfully negotiate new credit arrangements, we
would trigger a default under certain leases and other agreements with cross-
default provisions.
On July 31, 2000, as part of the Distribution, we assumed Applied Power's
$150.0 million off-balance sheet receivables financing program. The Accounts
Receivable Financing Facility was amended to decrease the amount available from
$150.0 million to $80.0 million on April 4, 2001. This receivables facility is
under negotiation for further amendment and is subject to renegotiation.
On September 29, 2000, we filed a registration statement on Form S-3 with
the Securities and Exchange Commission utilizing a "shelf" registration process.
We may from time to time offer any combination of securities described in the
registration statement in one or more offerings with a total initial offering
price of up to $500.0 million. While there is no current intention, the Company
is evaluating certain possible issuances and any net proceeds will be used to
repay, in part, existing indebtedness, to finance capital expenditures and for
general corporate purposes.
We have not paid any cash dividends on our capital stock. We are prohibited
under our bank credit facilities arrangements to pay any cash dividends. We
currently intend to retain any earnings for use in our business and do not
anticipate paying cash dividends for the foreseeable future.
New Accounting Pronouncements
In June 1998, Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was issued which
requires that an entity recognize derivative instruments, including certain
derivative instruments embedded in other contracts, as either assets or
liabilities and measure those instruments at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. We adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, on September 1, 2000. The adoption of SFAS No. 133 resulted in recording
the cumulative effect of the change in accounting principle for derivative and
hedging activity in other comprehensive income of $0.2 million.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The
bulletin summarizes certain views of the SEC staff on applying generally
accepted accounting principles to revenue recognition in financial statements.
The SEC staff expressed its view that revenue is realized or realizable and
earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists; (ii) delivery has occurred or services have been rendered;
(iii) the seller's price to the buyer is fixed or determinable; and (iv)
collectability is reasonably assured. The implementation of SAB 101 is required
no later than the Company's fourth quarter of fiscal 2001. Adoption of SAB 101
is not expected to have a significant effect on our financial statements.
20
In October 2000, the Financial Accounting Standards Board issued SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." The statement replaces SFAS No. 125 and rescinds
SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS No.
125." The statement also revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures. Nevertheless, it continues most of SFAS No. 125's
provisions without reconsideration. The statement will be effective for all
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. The adoption of SFAS No. 140 is not expected to
have a significant effect on us based on our current conformity with SFAS No.
125.
Seasonality
Due to the shortened number of business days in the second quarter of our
fiscal year (from December 1 to February 28), we typically experience lower
sales volumes in the second quarter of each fiscal year as compared to the other
quarters in the fiscal year.
Forward-looking Statements and Cautionary Factors
Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, as well as statements in other
Company communications, which are not historical facts, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. The terms "anticipate", "believe",
"estimate", "expect", "objective", "plan", "project" and similar expressions are
intended to identify forward-looking statements. Such forward-looking statements
are subject to inherent risks and uncertainties that may cause actual results or
events to differ materially from those contemplated by such forward-looking
statements. In addition to the assumptions and other factors referred to
specifically in connection with such statements, factors that may cause actual
results or events to differ materially from those contemplated by such forward-
looking statements include, without limitation, general economic conditions,
market conditions in the computer, semiconductor, telecommunication, and
electronic industries in North America, South America, Europe and, to a lesser
extent, Asia, market acceptance of existing and new products, successful
integration of acquisitions, competitive product and pricing pressures, foreign
currency risk, interest rate risk, the Company's ability to access capital
markets, successful negotiations with banks and other factors that may be
referred to in APW Ltd.'s reports filed with the Securities and Exchange
Commission from time to time.
21
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in foreign exchange and interest
rates and, to a lesser extent, commodities. To reduce such risks, we selectively
use financial instruments.
As discussed in Note 2 - "Summary of Significant Accounting Policies" in
the accompanying notes to condensed consolidated financial statements, we
adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
an entity recognize derivative instruments, including certain derivative
instruments embedded in other contracts, as either assets or liabilities and
measure those instruments at fair value. Gains or losses resulting from changes
in the values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting. We adopted SFAS
No. 133, as amended by SFAS No. 137 and SFAS No. 138, on September 1, 2000.
Currency Risk - We have significant international operations. In most
instances, our products are produced at manufacturing facilities located near
the customer. As a result, significant volumes of finished goods are
manufactured in countries for sale into those markets. For goods purchased from
our affiliates, we denominate the transaction in the functional currency of the
producing operation.
We have adopted the following guidelines to manage our foreign exchange
exposures:
(i) increase the predictability of costs associated with goods whose
purchase price is not denominated in the functional currency of
the buyer;
(ii) minimize the cost of hedging through the use of naturally
offsetting positions (borrowing in local currency), netting,
pooling; and
(iii) where possible, sell product in the functional currency of the
producing operation.
Our identifiable foreign exchange exposures result primarily from the
anticipated purchase of product from affiliates and third-party suppliers along
with the repayment of intercompany loans with foreign subsidiaries denominated
in foreign currencies. We periodically identify naturally occurring offsetting
positions and then purchase hedging instruments to protect against anticipated
exposures. Our financial position is not materially sensitive to fluctuations in
exchange rates as any gains or losses on foreign currency exposures are
generally offset by gains and losses on underlying payables, receivables and net
investments in foreign subsidiaries. Based on our overall currency rate
exposure, including derivative financial instruments and nonfunctional currency
denominated receivables and payables, a near-term 10% appreciation or
depreciation of the U.S. dollar would not have a significant effect on our
financial position, results of operations and cashflows over the next fiscal
year.
Interest Rate Risk - We periodically enter into interest rate swaps to
stabilize financing costs by minimizing the effect of potential interest rate
increases on floating-rate debt in a rising interest rate environment. Under
these agreements, we contract with a counter party to exchange the difference
between a fixed rate and a floating rate applied to the notional amount of the
swap. The effective portion of any gain or loss is reported as a component of
other comprehensive income (loss) and the differential to be paid or received on
interest rate swap agreements is accrued as interest rates change and is
recognized in net income as an adjustment to interest expense. Gains relating to
terminations of qualifying hedges are deferred and recognized in income at the
same time as the underlying hedged transactions. A seventy-eight (10% of our
weighted average interest rate) basis-point change in interest rates on average
long-term borrowings would have impacted net interest expense by approximately
$0.5 million and $1.3 million for the three and six months ended February 28,
2001, respectively.
Commodity Prices - We are exposed to fluctuation in market prices for
steel. Therefore, we have established a program for centralized negotiation of
steel prices. This program allows APW to take advantage of economies of scale as
well as to cap pricing. All business units are able to purchase steel under this
arrangement. In general, the contracts lock steel pricing for 18 months and
enable APW to pay less if market prices fall.
22
PART II - OTHER INFORMATION
Item 2 - Changes in Securities
On February 16, 2001, APW Ltd. issued 1,509,434 shares of its common stock,
$0.01 par value, in a private placement transaction pursuant to Section 4(2) of
the Securities Act and Regulation D thereunder. The shares of APW Ltd. common
stock were issued to the Connell Limited Partnership in connection with APW
Ltd.'s acquisition of the majority of the assets and assumption of certain
liabilities of Mayville Metal Products (Mayville), a division of the Connell
Limited Partnership. The shares issued are subject to adjustment requiring the
issuance or return of 754,717 shares, upward or downward, depending upon
Mayville's actual 2001 calendar year net sales performance.
Item 4 - Submissions of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on January 16, 2001 and the
following proposals were voted on. The number of votes cast for, against,
abstained and withheld for each proposal is set forth below:
(a) Election of Directors - Class of 2001
Share Votes For Share Votes Withheld
--------------- --------------------
Peter Douglas 33,785,317 260,099
L. Dennis Kozlowski 33,492,616 552,800
Richard G. Sim 33,759,803 285,613
(b) APW Ltd. 2001 Outside Directors' Stock Option Plan
The APW Ltd. 2001 Outside Directors' Stock Options Plan was approved with
17,170,009 votes for, 13,354,363 against and 164,149 abstaining.
(c) APW Ltd. 2001 Stock Option Plan
The APW Ltd. 2001 Stock plan was approved with 17,169,610 votes for,
13,364,126 against and 154,785 abstaining.
(d) Appointment of Independent Auditors
The appointment of PricewaterhouseCoopers LLP as the independent auditors
was approved with 33,932,891 for, 45,430 against and 67,095 abstaining.
23
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Waiver letter under Credit Facility with the Royal Bank of Scotland
dated April 6, 2001.
10.2 Waiver letter under Multicurrency Credit Agreement with Bank of
America, as agent, dated March 30, 2001.
10.3 Waiver letter concerning the Accounts Receivable Purchasing
Agreement from Societe Generale, as agent, dated April 4, 2001.
10.4 APW Ltd. fiscal 2001 bonus plan.
(b) Reports on Form 8-K
On October 6, 2000, the Company filed a Current Report on Form 8-K
dated September 26, 2000, reporting under Item 5 the Company's outlook for
fiscal 2000 that was contained in a press release dated the same.
On January 29, 2001, the Company filed a Current Report on Form 8-K
dated January 23, 2001, reporting under Item 5 the Company's announcement
that it had entered into a definitive agreement to acquire substantially
all of the assets and operating liabilities of the Mayville Metal Products
Division from Connell Limited Partnership.
On February 21, 2001, the Company filed a Current Report on Form 8-K
dated February 16, 2001, reporting under Item 2 the Company's announcement
that along with a newly formed wholly owned subsidiary, APW Mayville, Inc.
(the "Subsidiary"), a Wisconsin corporation, had entered into an Asset
Purchase Agreement with Connell Limited Partnership (the "Seller").
Pursuant to which the Subsidiary acquired substantially all of the assets
of Mayville Metal Products Division in exchange for (a) certain assumed
operating liabilities of the Seller, (b) 1,509,434 shares of common stock
of APW Ltd. (subject to adjustment) and (c) $225,000,000 in cash (subject
to adjustment). Because of an ongoing Audit, it has been impractical to
provide the required Item 7 Mayville Metal Products Division financial
statements and APW Ltd. pro forma financial information. Appropriate
financial statements and pro forma financial information are expected to be
filed as soon as practicable as an amended 8-K/A, and in any event not
later than April 20, 2001.
SIGNATURE
Pursuant to the requirements 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.
APW Ltd.
--------
(Registrant)
Date: April 16, 2001 By: /s/ Michael S. Duffey
---------------------
Michael S. Duffey
Senior Vice President and
Chief Financial Officer
(Acting Principal Financial Officer
and duly authorized to sign
on behalf of the registrant)
24