================================================================================
The following items were subject of a Form 12b-25 and are included herein:
Items 6., 7., 8. and 14. All other items are being refiled but not amended.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Clarendon House
2 Church Street
Hamilton HM DX, Bermuda
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Address of principal executive offices)
(262) 523-7600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par
value per share
(including the related Preferred Stock Purchase Rights) New York Stock Exchange
- ------------------------------------------------------- -----------------------
(Title of each class) (Name of each exchange
on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
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 such filing
requirements for the past 90 days. Yes_[X] No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of November 26, 2001, the aggregate market value of Common Stock held by
non-affiliates was approximately $85.0 million, and there were 40,810,170
shares of the Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on January 14, 2002 are incorporated by reference into
Part III hereof.
================================================================================
APW Ltd.
This amendment on Form 10-K/A amends Items 6, 7, 8 and 14 of the Annual
Report of APW Ltd. (the "Company") on Form 10-K previously filed for the year
ended August 31, 2001. This Annual Report on Form 10-K/A is filed in connection
with the Company's restatement of its financial statements as of August 31,
2001 and 2000 and for the years ended August 31, 2001, 2000 and 1999 and for
the quarters ended August 31, 2001, May 31, 2001, February 28, 2001, November
30, 2000, August 31, 2000, May 31, 2000, May 31, 2000, February 29, 2000 and
November 30, 1999. Financial statement information and related disclosures
included in this amended filing reflect, where appropriate, changes as a result
of the restatements as described in Notes 1 and 18 to the consolidated
financial statements. All other information contained in this Annual Report on
Form 10-K/A is as of the date referenced for such information in the original
filing or, if no date is referenced for information in the original filing, as
of the date of such filing.
INDEX
Page
----
PART I
Item 1. Business.................................................................. 3
Item 2. Properties................................................................ 9
Item 3. Legal Proceedings......................................................... 10
Item 4. Submission of Matters to a Vote of Security Holders....................... 10
Supplementary
Item Executive Officers of the Registrant...................................... 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.... 12
Item 6. Selected Financial Data................................................... 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................ 29
Item 8. Financial Statements and Supplementary Data............................... 30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.............................................................. 31
PART III
Item 10. Directors and Executive Officers of the Registrant........................ 32
Item 11. Executive Compensation.................................................... 32
Item 12. Security Ownership of Certain Beneficial Owners and Management............ 32
Item 13. Certain Relationships and Related Transactions............................ 32
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......... 32
2
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
Certain statements contained in this document, 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 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 and other factors that may be referred to in APW Ltd.'s reports filed
with the Securities and Exchange Commission from time to time.
When used herein, the terms "APW Ltd.," "APW," and the "Company" refer to
APW Ltd. and its subsidiaries and other entities, unless the context requires
otherwise. When used herein, the terms "Applied Power Inc.," "Applied Power,"
and "Actuant" refer to Actuant Corporation (APW Ltd.'s predecessor company) and
its subsidiaries and other entities, unless the context requires otherwise.
PART I
Item 1. Business
Description of the Business
APW Ltd. ("APW" or the "Company") is a leading global provider of
Technically Enabled Manufacturing Services ("TEMS"), focused on designing and
integrating large electronic products. APW Ltd. has the capabilities to design
and manufacture various subsystems for electronic products, including
enclosures, thermal management systems, backplanes, power supplies, printed
circuit board assemblies (PCBAs), and cabling, either as integrated custom
systems or as individual subsystems. In addition, we provide a wide range of
integration services to our customers, including product design, supply chain
management, manufacturing, assembly, testing and drop-ship services. Our focus
is large infrastructure solutions, such as wireless base stations and switches,
enterprise hardware and internet server enclosures. We are not targeting high
volume markets, such as personal computers or cell phone handsets. These
offerings provide our customers with accelerated time-to-market and decreased
time-to-volume production, while reducing their production costs and allowing
them to focus on the design and marketing of their products. We believe our
emphasis on technical innovation and vertically integrated engineering and
manufacturing expertise, coupled with our total solution approach, which can be
delivered on a worldwide basis, differentiates us in the marketplace.
APW Ltd. is organized as one reportable segment operating in approximately
40 locations throughout North America, South America, Europe and Asia. We
provide our solutions and services to original equipment manufacturers
("OEMs"), primarily in the communications (datacom and telecom), computing
(enterprise hardware--large servers, large data storage, networking) and
Internet (application service providers and Internet service providers)
markets. We believe that our size, global reach, product breadth, depth of
engineering experience, scope of services, and demonstrated expertise uniquely
position us to win large manufacturing contracts from leading global OEMs in
our target markets. Our customers include industry leaders such as Applied
Materials, Compaq, Cymer, EMC, Ericsson, Fujitsu, Hewlett-Packard, IBM, Lucent,
Motorola, NCR, Nortel Networks and Sun Microsystems. We believe that these
customers will provide us with substantial growth
3
opportunities due to their desire to migrate from a fragmented regional supply
base to an integrated global supply capability, such as we offer.
APW Background
In the mid-1990's, the Electronics business (the "Electronics business") of
Applied Power Inc. ("Applied Power" and "APW Ltd.'s predecessor company")
experienced rapid growth based, in part, on providing technical furniture and
enclosures to house servers for local area networks. Based on its exposure to
the electronic enclosure market, Applied Power began dedicating significant
resources in late 1996 to exploit the identified potential in this market.
Through a series of acquisitions in North America and Europe and internal
growth, the Electronics business of Applied Power established a leading global
position in the integrated enclosure systems sector of the Electronic
Manufacturing Services ("EMS") industry.
On January 26, 2000, Applied Power's board of directors authorized
management to pursue a spin-off of the Electronics business (the
"Distribution") to more effectively capitalize on the opportunities in this
market. Prior to the Distribution, APW Ltd. was reorganized as a Bermuda
company. 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. We now
trade separately on The New York Stock Exchange ("NYSE") under the ticker
symbol of "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 ("Actuant").
Since September 1996, we have completed approximately 20 acquisitions of
enclosures and other companies. These acquisitions have allowed us to
strengthen our product and service offering, establish our leading global
capabilities and diversify our customer base. The acquisition of Vero Group plc
("Vero") in June 1998 provided us with a strong base of operations in the
European enclosures market and significant engineering and test capabilities,
as well as entry into the power supply market. Our July 1998 merger with ZERO
Corporation ("ZERO") enabled us to increase the scale of our North American
enclosure operations, while also providing a leading position in the thermal
management market. The acquisition of Rubicon plc ("Rubicon") in September 1998
expanded our presence in Ireland and Scotland for integrated custom enclosures.
The acquisition of Mayville Metal Products ("Mayville") in February 2001
increased our ability to design, manufacture and integrate large outdoor
enclosures, primarily for the telecom industry. In addition, we have completed
niche acquisitions that have provided access to new customers and additional
geographic coverage. Our product scope is targeted at large products that are
key to the global infrastructure supporting the information age. Our strategy
is to avoid high volume consumer products, such as personal computers and cell
phone handsets.
The accompanying consolidated financial statements have been prepared on a
basis which reflects the historical financial position, results of operations
and cash flows of APW Ltd. For all periods presented, the presentation assumes
that the Electronics businesses of Applied Power that was contributed to APW
Ltd. in connection with the Distribution was organized as a separate legal
entity. 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.
Services and Products
We offer a broad range of value-added services to provide our OEM customers
with a vertically integrated solution for the development, manufacture and
distribution of a product.
New Product Design. New Product Introduction Centers ("NPICs") provide
services to help the customer achieve production designs that are cost
effective and that enable customers to produce commercial volumes within a
short period of time. The New Product Introduction ("NPI") process is most
effective when a customer uses it at the concept phase of the product's
development cycle. NPI can include technology selection; design,
4
test and material strategies; best practices design and development engineering
services; and rapid circuit board and system prototype build services. NPICs in
the United Kingdom and on the East and West coasts of the United States provide
customers with comprehensive and rapid turnaround prototype design for
integrated solutions. We have also established NPICs at several other
facilities for specific product applications. We work closely with our OEM
customers' development teams from the early stages of product development. Our
development teams design all the electro-mechanical aspects of our customers'
products with a focus on reducing costs and increasing ease of manufacturing.
We can design everything that goes into large electronic products. In addition
to fast prototype capability, our NPICs provide complete in-house testing,
airflow analysis, safety agency approvals, Electro-Magnetic Interference/Radio
Frequency Interference emission compliance, and testing for shock, vibration,
FCC and environmental compliance.
Manufacturing. Our manufacturing operations include hard and soft metal
tooling, plastic injection molded and structural foam parts, tool and die
design and manufacturing, thermal management componentry, backplane boards,
power supplies, cable assembly and printed circuit board population in Europe
and North America. We manufacture components, subassemblies and systems both
for sale as standard products and for incorporation into our custom integrated
electronics enclosure systems. We employ just-in-time, single piece flow
manufacturing and continuous improvement processes to reduce costs and shorten
lead times. We are committed to maintaining World Class practices in our
manufacturing operations and employ numerous techniques, including Kaizen
events and global standardization, to continuously identify areas of
improvement in our processes. We believe that our ability to achieve high
levels of quality and delivery for highly customized products that have low,
uneven demand is a competitive advantage.
Supply Chain Management. APW has developed a qualified supplier base that
is integrated using a private trading network called the APW Supply Alliance
(the "Alliance"). The Alliance provides for easy communication and helps assure
that products are designed using approved components. Increasingly, our
suppliers stock their products in APW administered hubs from which the product
is delivered to APW's integration sites using a kanban system on a just-in-time
basis. This supply base is an important part of APW's capabilities that
provides high quality and reliable delivery for products that are highly
customized and suffer from low, uneven demand.
Integration and Testing. We provide a wide range of services, from
component assembly (Level 0 Services) to full system integration services
(Level 5 Services) for enclosures with backplanes, power supplies, thermal
management assemblies and active boards completely assembled, wired and fully
functionally tested. Our assembly services allow our customers to rapidly bring
their products to market at reduced costs, utilizing advanced manufacturing and
testing technology. Our engineers continuously evaluate our ongoing
manufacturing and assembly processes and recommend improvements to reduce
costs, improve quality and shorten lead times. We offer comprehensive in-house
testing, airflow analysis, safety agency approvals, and EMI/RFI compliance, as
well as shock, vibration, FCC and environmental compliance. Each product is
subjected to a battery of tests that verify the performance of every component.
Electro-Mechanical Products
We manufacture a wide range of electro-mechanical subsystems, which are
either combined to produce large electronic products or sold separately. Our
products include enclosures, racks, thermal management systems, backplanes,
power supplies, PCBAs and cabling. We believe that the combination of our
extensive manufacturing services capabilities, coupled with our ability to
provide a wide range of high quality electro-mechanical subsystems provides us
a competitive advantage in the EMS industry.
Enclosures. We are a leading global manufacturer of enclosures and racks
for the electronics industry. We have an integrated global network of about 35
enclosure manufacturing and integration facilities with operations in the
Americas, Europe and Asia. We believe this manufacturing infrastructure for
integrated enclosure solutions is unequaled in the industry and allows us to
better serve the international needs of our global electronics OEM customers.
5
Electronic enclosures are steel, aluminum or plastic cabinets that organize
and configure individual electronic components and house, protect and insulate
the entire electronics system. We manufacture a complete range of standard and
custom enclosure products including subracks, racks, indoor and outdoor
cabinets and cases. Our custom enclosure products are developed in coordination
with our customers and typically are incorporated into an integrated
manufacturing solution that includes our and third party components and a range
of value-added design, manufacturing, assembly and test services. Products are
marketed, when appropriate, under the APW brand name.
Thermal Management. We manufacture and market thermal management products
under the APW and McLean brand names. Thermal management products cool and
protect vital electronic components housed within an electronic system. These
products are of particular importance in highly complex communications and
networking systems, which generate a high level of heat, require exacting heat
dissipation capabilities, and are located in a wide range of physical
environments. Products include air conditioners, heat exchangers, filter fan
packages, AC and DC motorized impellers, fan assemblies, centrifugal blowers
and packaged blowers.
Backplanes. We manufacture a wide range of standard and custom backplanes
for integration into our electronics enclosure systems. Backplanes are complex,
multi-layered printed circuit boards (a circuit for an electronic apparatus
made by depositing conductive material in continuous paths from terminal to
terminal on an insulating surface) that are used in an electronic system to
interconnect various components. Our ability to offer custom manufactured
backplanes to our OEM customers provides us with a competitive advantage in
securing full system assembly contracts. We manufacture boards for backplanes
in the United Kingdom, including boards to Versa Module Eurocard ("VME")
standards and compact Peripheral Component Interconnect ("PCI") standards. VME
refers to a bus standard developed by Motorola and others that is widely used
in industrial, commercial and military applications. PCI refers to a local bus
standard developed by Intel Corporation that is used on most PCs and newer
versions of the Macintosh Computer.
Power Supplies. We manufacture a complete range of fault-tolerant power
supplies for electronics systems. Our power supply products range from 20 to
1200 watts with either AC or DC input and single or multiple output. The
majority of our power supplies are developed in cooperation with our customers
to meet their power supply requirements.
Printed Circuit Board Assemblies. As a complement to our vertically
integrated manufacturing strategy, we manufacture complete PCBAs. Generally, we
do not produce PCBAs separately, but rather integrate them with other
components to provide finished products or subsystems.
Markets and Customers
APW believes that it provides a more comprehensive range of integrated
enclosure solutions on a global basis than its competitors. More importantly,
APW offers broad design and engineering expertise to integrate these products
into customized, cost-effective enclosure systems for APW customers worldwide.
We sell our products under the APW brand name, while continuing to co-brand
APW with McLean in the thermal management market. We serve a wide range of
principal markets including the datacom, networking, communication, enterprise
hardware, data storage, semiconductor equipment, automatic teller machine,
medical, electronic and manufacturing industries.
Our ten largest customers comprised 42% of our net sales in fiscal 2001,
with no customer accounting for 10% or more of sales.
Sources and Availability of Raw Materials
APW has strong relationships with a broad range of suppliers. We view the
volume of our procurement as an important competitive advantage as it enhances
our ability to obtain favorable pricing for raw materials using
6
long-term purchasing contracts. We generally order materials and components
only to the extent necessary to satisfy existing customer orders, and we work
with our suppliers to develop just-in-time supply systems, which reduce
inventory carrying costs (see "Supply Chain Management" above). The materials
and components that we use are readily available in the open market from a
number of local and national suppliers, in North America, South America, Europe
and Asia. To date, we have not experienced any significant shortages of
materials or components.
Patents, Trademarks and Other Intellectual Property
APW owns over 250 United States and foreign patents and trademarks,
including pending applications. No individual patent or trademark is believed
to be of sufficient importance that its termination would have a material
adverse effect on our business.
Backlog
Although APW Ltd. obtains firm purchase orders from its customers, OEM
customers typically do not make firm orders for delivery of products more than
30 to 90 days in advance. APW Ltd. does not believe that the backlog of
expected product sales covered by firm purchase orders is a meaningful measure
of future sales, since orders may be rescheduled or canceled.
Competition
Our industry is a growing and highly competitive industry and we believe our
market is highly fragmented. We face competition from numerous local, regional
and a growing number of large traditional EMS manufacturers. While APW Ltd.
enjoys a leading position today in the area of the EMS market in which it
competes, we expect that other companies will try to replicate our strategy and
we believe that in the longer-term, there will be more direct competition.
While price is always important, APW Ltd. believes that other parameters such
as new product design, technical innovation, quality, global operations and
delivery are equally or more important. APW Ltd. believes that its array of
global capabilities will continue to serve as a competitive advantage and would
be difficult to replicate.
Research and Development
APW Ltd. employs over 375 engineers who primarily design new products.
Expenditures for APW Ltd. research and development were $5.1 million, $6.1
million and $5.7 million in fiscal years 2001, 2000 and 1999, respectively.
Costs for such research and development are either paid for by the customer or
amortized in the product cost. Generally, we do not design products without an
opportunity for production. The larger, more complicated products that APW Ltd.
competes for often involve lengthy development programs before they go into
production. Complex integrated systems are typically developed at one of our
three NPICs which operate as profit centers. Specific custom products may be
developed elsewhere.
Environmental Compliance
The Company has facilities in a number of geographic locations that are
subject to a range of environmental laws and regulations. Compliance with these
laws has and will require expenditures on a continuing basis. Predecessors to
APW Ltd. have been identified by the United States Environmental Protection
Agency ("EPA") as "Potentially Responsible Parties" regarding various
multi-party Superfund sites. Potentially Responsible Parties are jointly and
severally liable with respect to Superfund site remediation liabilities. Based
on our investigations, we believe that we are a de minimis participant in
certain of these sites. As to one site, we are a minor participant, and our
share of estimated cleanup costs is not expected to exceed $1.1 million. As to
another EPA site where we are not a de minimis participant, the state has
required us to conduct additional ground water testing at our former
manufacturing facility, and we cannot reasonably estimate the amount of our
liability, if
7
any. In addition, we are also involved in other state clean up actions for
which we believe the aggregate costs of remediation are adequately reserved. We
have agreed to indemnify Actuant for any environmental obligations associated
with our business.
We anticipate that environmental costs will be expensed or capitalized
depending on their future economic benefits. Expenditures that have no future
economic value will be expensed. Liabilities will be recorded when
environmental remediation is probable and the costs can be reasonably
estimated. Environmental expenditures over the last three years for APW Ltd.
have not been significant. Although the level of future expenditures for
environmental remediation is impossible to determine with any degree of
certainty, in our opinion these costs are not likely to have a material adverse
effect on our financial position, results of operations or cash flows.
Environmental remediation accruals of $4.4 million and $3.2 million were
included in the Consolidated Balance Sheets for APW Ltd. and its subsidiaries
at August 31, 2001 and 2000, respectively.
Employees and Labor Relations
As of August 31, 2001, the Company employed approximately 8,200 people.
Generally, our European employees are represented by local workforce
agreements. In North America, approximately 260 employees are represented by
collective bargaining agreements. APW Ltd. has never experienced a work
stoppage or strike, and believes that its relationship with its employees is
good.
8
Item 2. Properties
APW Ltd. operates in approximately 40 locations, strategically located
around the world to service its international customer base. APW believes the
breadth of its geographic coverage is a key competitive advantage. In addition
to our principal manufacturing facilities listed below, we operate a number of
other facilities in Denmark, Finland, Hong Kong, India, Japan, Scotland,
Singapore, Sweden, the United Kingdom and the United States. Our corporate
offices are located in an 18,000 square foot leased space in Waukesha,
Wisconsin and we have office arrangements in Bermuda and Barbados.
Size (sq.
Location feet) Owned/Leased
- -------- --------- ------------
Americas
Anaheim, California (2) 376,000 Leased
Camarillo, California (1) 36,000 Leased
Grass Valley, California (1) 75,000 Leased
Irvine, California 35,000 Leased
Poway, California 142,000 Leased
San Jose, California (1) 97,000 Leased
Monon, Indiana 145,000 Leased
Monson, Massachusetts (1) 320,000 Owned
Worcester, Massachusetts 246,000 Leased
Champlin, Minnesota 184,000 Leased
Hudson, New Hampshire (1) (2) 102,000 Owned/Leased
Mount Olive, New Jersey 45,000 Leased
Robbinsville, New Jersey 133,000 Leased
Creedmoor, North Carolina 160,000 Owned
Erie, Pennsylvania 213,000 Leased
Austin, Texas 71,000 Leased
Garland, Texas 182,000 Leased
North Salt Lake, Utah 274,000 Leased
Radford, Virginia 65,000 Leased
Mayville, Wisconsin 500,000 Owned
Oak Creek, Wisconsin 75,000 Leased
Campinas, Brazil 200,000 Owned
Europe and Asia
Eastleigh, England 129,000 Leased
Middlesex, England 155,000 Leased
Sheffield, England 107,000 Owned
Smethwick, England 29,000 Leased
Southampton, England (2) 188,000 Leased
Beith, Scotland 142,000 Owned/Leased
Hamilton, Scotland 107,000 Owned
Dublin, Ireland 110,000 Leased
Galway, Ireland 69,000 Owned/Leased
Cork, Ireland 46,000 Owned/Leased
Bremen, Germany (1) 90,000 Owned
Beauvais, France 40,000 Leased/Owned
Aarup, Denmark 58,000 Owned
Torinese, Italy 45,000 Owned
Shanghai, China 60,000 Leased
(1) Subsequent to August 31, 2001, APW Ltd. management has approved and
announced a formal plan to close or downsize this facility. Management
currently anticipates that facility closure and all related activities will
be substantially complete within one year of the announcement date.
(2) More than one facility at this location.
9
Item 3. Legal Proceedings
APW Ltd. and its subsidiaries are parties to various legal proceedings that
have arisen in the normal course of business. These legal proceedings typically
include product liability, warranty, environmental, labor, patent and contract
claims, and commission disputes. In connection with the Distribution, APW Ltd.
has also agreed to assume and indemnify Actuant with respect to those
proceedings involving its businesses, while Actuant will indemnify APW Ltd.
generally with respect to the their business. (For further information related
to environmental claims, refer to the section titled "Environmental Compliance"
in Item 1.) The Company has recorded reserves for estimated losses based on the
specific circumstances of each matter. Such reserves are recorded when it is
probable that a loss has been incurred as of the balance sheet date and the
amount of such loss can be reasonably estimated. In our opinion, the resolution
of these contingencies is not expected to have a material adverse effect on our
financial condition, results of operations or cash flows. For further
information, refer to Note 16 "Contingencies and Litigation" in the Notes to
the Consolidated Financial Statements.
The Company understands that it, Mr. Sim and Mr. Albrecht have been sued in
connection with alleged violations of Federal securities laws which preceded a
drop in the price of its common stock ending on March 20, 2001. The complaint,
which is captioned Stewart Norman Hicks v. APW Ltd., et al., was filed on
December 10, 2001. The complaint alleges violations of the Federal securities
laws and seeks certification of a plaintiff class consisting of all purchasers
of the Company's common stock between September 26, 2000 and March 20, 2001,
inclusive. The complaint does not quantify the damages. The Company has not yet
been served with the complaint and, therefore, cannot evaluate the merits of
the claim.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Supplementary Item
Executive Officers of the Registrant
The name, ages and positions of all of the executive officers of the Company
are listed below.
Name Age Position
- ---- --- --------
Richard G. Sim....... 57 Chairman, President and Chief Executive Officer; Director
William J. Albrecht.. 50 Senior Vice President
Richard D. Carroll... 38 Vice President and Chief Financial Officer
Susan M. Hrobar...... 46 Vice President, Human Resources
Joseph T. Lower...... 34 Vice President, Finance and Business Development
Thomas F. Giordano... 50 Vice President, Global Supply Chain
Ralph Sandle, Jr..... 58 Vice President, Americas Operations
Kash Pandya.......... 38 Vice President, Europe & Asia Operations
Todd A. Adams........ 30 Corporate Controller
Michael F. Gasick.... 36 Treasurer
Anthony W. Asmuth III 59 Secretary
There are no family relationships among directors or executive officers of
the Company. Set forth below are the name, office and position held with the
Company and principal occupations and employment during the past 5 years of
each of the executive officers of the Company.
Richard G. Sim--Chairman, President and Chief Executive Officer; Director.
Mr. Sim was elected President and Chief Operating Officer of APW Ltd.'s
predecessor, Applied Power Inc., in 1985, Chief Executive Officer in 1986 and
Chairman of the Board in 1988. From 1982 through 1985, Mr. Sim was a General
Manager in the General Electric Medical Systems Business Group. He is also
Chairman of the Board of Actuant Corporation, and a director of IPSCO Inc. and
Oshkosh Truck Corporation.
10
William J. Albrecht--Senior Vice President. Mr. Albrecht was named Senior
Vice President of Applied Power Inc.'s Electronics business segment in May
1999. Prior to that he was Senior Vice President of the Company's Engineered
Solutions group from 1994. Prior to that, he served as Vice President and
President of Power-Packer and APITECH from 1991. He joined the Company in 1989
as Director of Marketing of the APITECH Division in the United States and
became General Manager shortly thereafter.
Richard D. Carroll--Vice President and Chief Financial Officer. Mr. Carroll
was named VP and Chief Financial Officer in April of 2001. Most recently, he
served as President of the Company's thermal management product line from
November of 2000 to April 2001. Mr. Carroll was appointed Vice
President--Finance of Applied Power in January 2000. Previously, he served as
Financial Leader--Electronics during all of 1999. During 1998, Mr. Carroll was
appointed Treasurer and Controller of Applied Power Inc. From 1996 to 1997 he
was the Corporate Controller of Applied Power Inc. Mr. Carroll is a Certified
Public Accountant
Susan M. Hrobar--Vice President, Human Resources. Ms. Hrobar was named VP,
Human Resources in November 2000. Previously she was named Vice
President--Communications of Applied Power Inc. in January of 2000 and had
continued in that capacity with APW Ltd. Ms. Hrobar joined Applied Power in
1994 and was the finance leader for the APITECH division until 1996 and from
1996 to 1998 the finance leader for the Enerpac division. From 1998 to 2000, Ms
Hrobar was the finance leader for the Industrial business segment. Ms. Hrobar
is a Certified Public Accountant.
Joseph T. Lower--Vice President, Finance and Business Development. Mr. Lower
joined Applied Power Inc. in March of 2000 as Vice President--Finance and
Business Development and has continued in that capacity with APW Ltd. From 1997
to March 2000 Mr. Lower was employed with Credit Suisse First Boston, as
Director and prior to that, as Vice President, Mergers and Acquisitions. Prior
to that, Mr. Lower was employed with SPS Transaction Services as Vice
President, Corporate Development and Financial Planning.
Thomas F. Giordano--Vice President, Global Supply Chain. Mr. Giordano was
named VP, Global Supply Chain in August of 2001. Prior to that, from 1999 to
2001 he was the APW Global Supply Chain Leader. From 1996 to 1999 he was the
leader for Global Sourcing--Tools and Supplies of Applied Power.
Ralph Sandle, Jr.--Vice President, Americas Operations. Mr. Sandle was named
VP, Americas Operations in August of 2001. He joined APW in February of 2001 as
part of the acquisition of Mayville Metal Products where he was President. Mr.
Sandle was with Mayville Metal Products since 1993.
Kash Pandya--Vice President, Europe & Asia Operations. Mr. Pandya was named
VP, Europe & Asia Operations in August of 2001. Prior to that, he was the
Operations Leader, Europe & Asia since joining Applied Power in 1998. From 1996
to 1998 he was at Caradon Plc in various operational roles, most recently as
the Director of European Operations.
Todd A. Adams--Corporate Controller. Mr. Adams was named Corporate
Controller of Applied Power Inc. in May 2000 and has continued as Corporate
Controller with APW Ltd. Mr. Adams joined Applied Power Inc. in 1998 as Manager
of Financial Planning & Analysis. Mr. Adams was previously employed with IDEX
Corporation, from 1996-1998 in accounting and financial roles. Mr. Adams is a
Certified Public Accountant.
Michael F. Gasick--Treasurer. Mr. Gasick joined APW Ltd. in July of 2001 as
Treasurer. Mr. Gasick was previously employed with Rockwell International as
Director of International Finance from 1999 to July 2001 and with Ralston
Purina Company as Director of Corporate Finance from 1994 to 1999. Mr. Gasick
is a Chartered Financial Analyst.
Anthony W. Asmuth III--Secretary. Mr. Asmuth is a partner in the law firm of
Quarles & Brady LLP, Milwaukee, Wisconsin, having joined that firm in 1989.
Quarles & Brady LLP performs legal services for the Company and certain of its
subsidiaries. Mr. Asmuth also serves as Secretary of Actuant Corporation.
11
Each officer is appointed by the Board of Directors and holds office until
he resigns, dies, is removed or a different person is appointed to the office.
The Board of Directors generally appoints officers at its meeting following the
Annual Meeting of Shareholders.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's common stock has been listed on The New York Stock Exchange
under the symbol "APW" since July 24, 2000, when it began trading on a
"when-issued" basis. The following table sets forth for the periods indicated
the high and low closing sales prices for the Company's common stock.
Price range of
Common Stock
-----------------
Fiscal Year Ended August 31, 2001 High Low
--------------------------------- -------- --------
September 1, 2000 to November 30, 2000 $49.3750 $38.6250
December 1, 2000 to February 28, 2001. $44.3125 $27.0625
March 1, 2001 to May 31, 2001......... $28.0100 $ 5.9000
June 1, 2001 to August 31, 2001....... $10.9100 $ 7.5000
Fiscal Year Ended August 31, 2000 High Low
--------------------------------- -------- --------
July 24, 2000 to August 31, 2000(1) $44.0000 $35.0000
At November 26, 2001, the approximate number of record shareholders of the
Company's common stock was 2,457.
The Company has not paid cash dividends on its common stock. The Company
currently intends to retain any earnings for use in its business and does not
anticipate paying cash dividends on its common stock in the foreseeable future.
A wholly owned subsidiary of the Company is required to make semi-annual cash
dividend payments on the subsidiary's preferred stock. See Part II Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" for further information.
(1) Because our shares were not publicly traded until July 24, 2000, we have
presented share information only for periods indicated. On July 31, 2000,
our distribution price was $37.00.
12
Item 6. Selected Financial Data
The following selected financial data have been derived from the
Consolidated Financial Statements and financial information of APW Ltd. and its
subsidiaries. The data should be read in conjunction with the Consolidated
Financial Statements of APW Ltd. and notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in Item 7. of this Form 10-K/A. The consolidated statement of
operations data for the years ended August 31, 2001, 2000, 1999, 1998 and 1997
and the balance sheet data as of August 31, 2001, 2000, 1999 and 1998 have been
derived from audited consolidated financial statements of APW Ltd. The years
ended August 31, 2001, 2000 and 1999 have been restated. The consolidated
balance sheet data as of August 31, 1997 has been derived from unaudited
consolidated financial information of APW Ltd. not included in this Form 10-K/A:
Year Ended August 31,
---------------------------------------------
As Restated
----------------------------
2001(1) 2000(1) 1999 1998(1) 1997
-------- -------- -------- ------- ------
(In millions, except per share data)
Consolidated statement of operations data:
Net sales........................................ $1,267.7 $1,239.5 $1,055.3 $ 593.2 $375.3
Gross profit..................................... 224.6 322.2 290.5 194.1 146.7
Operating expenses (2)........................... 226.7 208.4 188.0 142.8 84.8
Amortization expense............................. 194.3 23.9 20.9 7.8 3.0
Restructuring expense............................ 17.0 -- -- -- --
Loss on sale of subsidiary....................... 2.7 -- -- -- --
Operating earnings (loss)........................ (216.1) 89.9 81.6 43.5 58.8
Net financing costs (3).......................... 43.8 52.7 52.9 16.6 9.5
Net other (income) expense....................... 2.4 5.0 (1.8) (8.7) (1.3)
Earnings (loss) before income taxes.............. (262.2) 32.3 30.5 35.5 50.6
Income tax expense (benefit)..................... (25.7) 53.6 10.8 17.2 18.9
Earnings (loss) before extraordinary loss........ (236.5) (21.3) 19.7 18.3 31.7
Extraordinary loss, net of income tax benefit of
$1.2 million (4)............................... -- (2.1) -- -- --
Net earnings (loss).............................. (236.5) (23.4) 19.7 18.3 31.7
Basic and diluted earnings per share: (5)
Earnings (loss) per share - before extraordinary
items.......................................... $ (5.96) $ (0.55) $ 0.51 $ 0.48 $ 0.84
Extraordinary loss net of tax.................... -- (0.05) -- -- --
-------- -------- -------- ------- ------
Earnings (loss) per share........................ $ (5.96) $ (0.60) $ 0.51 $ 0.48 $ 0.84
======== ======== ======== ======= ======
Weighted average common shares outstanding....... 39.7 39.1 38.8 38.4 37.9
======== ======== ======== ======= ======
Consolidated balance sheet data (at end of period):
Working capital.................................. $ (547.0) $ 3.9 $ 5.9 $ 9.9 $ 48.3
Total assets..................................... 1,301.3 1,214.0 1,179.3 719.2 275.5
Total debt (3)................................... 621.4 236.4 728.8 367.8 119.9
Total equity..................................... 409.9 624.9 172.1 172.7 86.0
Other data:
Cash flows - operating activities................ $ (19.7) $ 36.1 $ 75.5 $ 56.7 $ 25.4
Cash flows - investing activities................ (329.2) (60.1) (435.3) (314.0) (93.1)
Cash flows - financing activities................ 360.1 9.3 373.7 249.3 74.6
Depreciation and amortization.................... 248.0 58.9 50.9 23.0 11.3
Capital expenditures............................. 88.5 45.9 43.0 31.6 17.7
13
(1) Results of operations in fiscal 2001 include the following items: (i) $17.0
million restructuring charge for severance and lease exit costs; (ii) $23.5
million of other items related to the restructuring and amending the credit
facilities; (iii) $17.6 million in asset write-downs of inventory, accounts
receivable and equipment; (iv) $166.9 million write-down of goodwill; and
(v) $2.7 million loss on the sale of a subsidiary.
Results of operations in fiscal 2000 include the following items: (i) $3.3
million make-whole premium paid in connection with the early retirement of
debt which is recorded as an extraordinary charge, net of tax; (ii) $6.5
million allocated charge for corporate reorganization costs associated with
the Distribution of the Electronics business from Applied Power and
organizing APW Ltd. in Bermuda; (iii) foreign currency loss of $3.3 million
associated with Euro forward contracts; and (iv) $40.0 million charge to
income tax expense associated with organizing APW Ltd. as a Bermuda company.
See Note 3--"Goodwill Impairment, Restructuring and Other Charges" in the
Notes to Consolidated Financial Statements for further discussion.
Operating results in fiscal 1998 include allocated charges related to the
ZERO merger, plant consolidation and product rationalization costs of $27.9
million before tax. Fiscal 1998 results also include an allocated net gain
of $6.5 million before tax for gains recognized by ZERO for life insurance
proceeds and the sale of property.
(2) Through July 31, 2000, historical operating expenses include APW Ltd.'s
allocated share of Applied Power's corporate general and administrative
expenses. The allocation of Applied Power's corporate general and
administrative expenses is based on estimated levels of effort devoted to
APW Ltd. and the relative size of APW Ltd. compared to Applied Power's
total revenues, operating profit, assets and employee headcount. See
"Adjusted Historical Results of Operations" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for further
information.
(3) 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 to
centrally manage various cash functions. Accordingly, through July 31,
2000, historical amounts include debt and related interest expense
allocated to APW Ltd. from Applied Power based on the portion of Applied
Power's investment in the Electronics business which was deemed to be debt.
This allocation was generally based upon a cash flow model which details
the historical uses of debt proceeds by the Electronics business and the
deemed debt repayments by the Electronics business based on free cash flow.
Management believes that the allocation of corporate debt and related
interest expense for the historical periods prior to July 31, 2000 is
reasonable. This historical allocation, however, is not indicative of the
total amount of debt that APW Ltd. incurred upon completion of Applied
Power's realignment of its consolidated debt as part of the Distribution.
The outstanding debt amount for the year ended August 31, 2000 is the
actual amount of debt that APW Ltd. assumed as part of the Distribution.
See the "Consolidated Financial Statements and Notes" thereto for further
discussion of APW Ltd. debt levels subsequent to the Distribution.
(4)Represents costs associated with a make-whole premium paid in connection
with the early retirement of debt.
(5) Basic and diluted shares used to calculate earnings per share are the same
as the historical Applied Power basic shares outstanding for the fiscal
years ended August 31, 1999, 1998, and 1997, respectively. We have used
Applied Power basic shares outstanding for the following reasons: (i) upon
the Distribution, each shareholder of Applied Power common stock received
an equivalent number of APW shares and; (ii) there was no potentially
issuable common stock of APW during the periods presented prior to the
Distribution. For the fiscal years ended August 31, 2001 and 2000, APW Ltd.
was able to calculate the potentially issuable common stock and
subsequently would have disclosed diluted earnings per share separately if
there had been positive net earnings, respectively.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
APW Ltd. (the "Company") has determined that accounting improprieties
occurred in fiscal 2002, 2001, 2000 and 1999 at one US subsidiary and in fiscal
2001 at one UK subsidiary. These accounting improprieties resulted in the
overstatement of assets (primarily cash and inventory) and income and the
understatement of liabilities (primarily trade accounts payable and accrued
compensation and benefits) and expense. As a result, the
14
consolidated financial statements as of August 31, 2001 and 2000 and for the
years ended August 31, 2001, 2000 and 1999 as well as the interim results for
the years ended August 31, 2001 and 2000 have been restated. The restated
consolidated financial statements as of August 31, 2001 and 2000 and for the
years ended August 31, 2001, 2000 and 1999 are included herein. The impact of
the restatement was to increase the net loss by $4.4 million and $0.7 million
in fiscal years 2001 and 2000, respectively, and to decrease net income by $0.8
million in fiscal year 1999. Management has taken appropriate remedial actions
with respect to the matters described above.
The following discussion of our financial condition and our results of
operations should be read in conjunction with our accompanying Consolidated
Financial Statements and related notes thereto. Consolidated Financial
Statements for fiscal 2000 and 1999 generally reflect the financial position,
results of operations and cash flows of the Electronic business operations
transferred to us from Applied Power in connection with the Distribution.
Accordingly, for all periods presented prior to July 31, 2000, our Consolidated
Financial Statements have been established from the 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
We are a leading global technically enabled manufacturing services provider,
focused on designing and integrating large electronic enclosure products. We
have the capabilities to design and manufacture various subsystems for
electronic products, including enclosures, power supplies, thermal management
systems, printed circuit board assemblies, and cabling, either as individual
subsystems 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 approximately 40 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. Our 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. Our ten largest customers comprised 42% of our
net sales for fiscal 2001.
The Distribution
During 1999, Applied Power's 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 ("Actuant"). 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 us including administration, finance, legal, tax,
treasury, information systems, corporate communications and human
15
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, we have 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, our
historical amounts include debt and related interest expense allocated from
Applied Power based on the portion of Applied Power's investment in us which
was deemed to be debt. This allocation was based on a cash flow model which
details the historical uses of 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 us and Applied Power.
Through an additional investment by Applied Power on July 31, 2000, a certain
portion of our allocated outstanding debt was retained by Applied Power.
The above allocation methodologies followed in preparing the accompanying
Consolidated Financial Statements prior to July 31, 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
In September 2001, we amended certain debt covenants associated with our
existing Multi-Currency Credit Facility, U.K. Facility Agreement and Accounts
Receivable Facility (collectively, "credit facilities"). The amendment provides
us with the ability to implement additional restructuring plans and to benefit
from potential future equity capital raising initiatives. In addition, the
amendment changes certain financial covenants. In December 2001, we further
amended certain debt covenants associated with our credit facilities. The
amendment provides us with the ability to implement additional restructuring
plans and the ability to benefit from the potential sale of assets. In
addition, the amendment changes certain financial covenants and eliminates
certain mandatory reductions in the credit facilities in fiscal 2002. See
further discussion at "Liquidity".
Acquisitions
On December 15, 2000, we acquired certain assets and assumed certain
liabilities of Industrial 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 $19.0 million, including fees and expenses, with
future consideration becoming payable during fiscal 2002 of $2.5 million to
$5.5 million, depending on the attainment of targeted revenue and earnings
before interest, taxes, depreciation and amortization levels. This acquisition
was funded by borrowings under our 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 Consolidated Statement of Operations
from the acquisition date. Allocations of the purchase price resulted in
approximately $12.1 million of goodwill, to be amortized over 20 years
(consistent with our acquisitions of this size and nature), and is subject to
adjustment for any future consideration in excess of $2.5 million. As a result
of our long-lived asset impairment assessment (see Note 3--"Goodwill
Impairment, Restructuring and Other Charges" in the accompanying notes to
consolidated financial statements), the goodwill associated with the
acquisition of IMB was fully amortized during fiscal 2001.
On February 16, 2001, we 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
16
consisted of: 1) $225.0 million in cash (funded by borrowings under our
revolving credit facility); 2) 754,717 shares of our 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, we issued an aggregate of 1,509,434 shares of common stock of
which 754,717 are contingently returnable in the event Mayville's 2001 calendar
year net sales do not attain targeted levels. The contingently returnable
shares are not included in the aforementioned purchase price as of August 31,
2001 nor are those shares used to calculate the loss per share for fiscal 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
Consolidated Statement of Operations from the acquisition date. Allocations of
the purchase price resulted in approximately $208.6 million of goodwill and
other intangibles, to be amortized over periods not to exceed 40 years
(consistent with our acquisitions of this size and nature), and are subject to
adjustment for any earn-out.
Fiscal 2001 Compared to Fiscal 2000
Net Sales
Net sales for fiscal 2001 increased to $1.27 billion from $1.24 billion in
fiscal 2000, an increase of 2.3% (6.1% excluding the negative impact of foreign
currency translation). Fiscal 2001 net sales were negatively impacted by the
broad based slow down in the technology sector which has resulted in reduced
demand for some of our customers products and in turn has negatively impacted
the demand those customers have for our products and services. This negative
impact on sales is partially offset by: 1) the Company's diverse customer base
as evidenced by the fact that net sales to the Company's top 10 customers only
account for 42% of the Company's total net sales for fiscal 2001; and 2) the
inclusion of net sales generated by the second quarter fiscal 2001 acquisitions
of IMB and Mayville.
Geographic Sales
Years Ended August 31,
(Dollars in millions) ----------------------
2001 2000 Change
-------- -------- ------
Americas.......... $ 780.3 $ 734.3 6.3%
Europe and Asia... 487.4 505.2 (3.5%)
-------- -------- ------
Total.......... $1,267.7 $1,239.5 2.3%
======== ======== ======
Net sales in the Americas for fiscal 2001 increased to $780.3 million from
$734.3 million in fiscal 2000, an increase of 6.3%. The increase was due to the
inclusion of the acquisitions of IMB (completed in early second quarter of
fiscal 2001) and Mayville (completed late in the second quarter of fiscal 2001)
as well as a complete year of net sales related to the acquisition of Metalade
in the second quarter of fiscal 2000. The increase in fiscal 2001 net sales
resulting from the aforementioned acquisitions was offset by the broad based
slow down in the technology sector.
Net sales in Europe and Asia for fiscal 2001 decreased to $487.4 million
from $505.2 million in fiscal 2000, a decrease of 3.5%. Foreign currency
translation and our exit of the high-volume personal computer business
adversely impacted fiscal 2001 Europe and Asia net sales compared to fiscal
2000. The appreciation of the U.S. dollar against the British Pound Sterling,
Euro, and Danish Krone currencies adversely impacted translation of these
currencies into U.S. dollars by $48 million. Our decision to exit the
high-volume personal computer related business adversely impacted Europe and
Asia net sales by approximately $38.6 million in fiscal 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 16.3% in
fiscal 2001.
Gross Profit
Fiscal 2001 gross profit decreased to $224.6 million from $322.2 million in
fiscal 2000, a decrease of 30.3%. As a percentage of net sales, fiscal 2001
gross profit was 17.7% compared to 26.0% in fiscal 2000. The
17
decrease in gross profit as a percentage of net sales is primarily a result of
a combination of factors: 1) $13.0 million of inventory write-offs primarily
related to customer program modifications resulting in excess components; 2)
$13.8 million of costs related to the restructuring (primarily equipment
write-offs); 3) under-absorption of costs resulting from the broad based slow
down in the technology sector which significantly reduced sales volumes; 4)
start-up costs associated with new programs; and 5) a shift in sales mix to
programs with increased levels of systems integration, which typically have
lower margins.
Operating Expenses
Fiscal 2001 operating expenses were $226.7 million compared to $201.8
million in fiscal 2000, an increase of 12.3%. As a percentage of net sales,
fiscal 2001 operating expenses were 17.9% compared to 16.3% for fiscal 2000.
Our operating expenses consist primarily of engineering, selling, marketing,
finance, information technology and general administrative expenses. The
increase in operating expenses as a percentage of net sales is primarily a
result of a combination of factors: 1) $2.5 million of accounts receivable
write-offs deemed uncollectable in the fiscal 2001 third quarter; 2) $9.8
million write-off of an investment assumed through a prior acquisition; 3) $0.7
million of charges related to the amendment of the credit facilities completed
on May 15, 2001; 4) $0.5 million of costs associated with the restructuring
plans; and 5) under-absorption of costs resulting from the broad based slow
down in the technology sector which significantly reduced sales volumes.
Fiscal 2000 operating expenses include an allocation of Applied Power's
corporate general and administrative expenses based on estimated levels of
effort devoted to APW and APW's relative size compared to Applied Power's total
revenues, operating profit, assets and employee headcount. Management believes
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 APW from Applied Power.
Amortization of Intangible Assets
Fiscal 2001 amortization of intangible assets (amortization) was $194.3
million compared to $23.9 million in fiscal 2000. Fiscal 2001 amortization as a
percentage of net sales increased to 15.3% compared to 1.9% in fiscal 2000. The
increase in amortization was primarily due to the $166.9 million write-down of
goodwill in fiscal 2001 resulting from the closing of certain facilities and
the long-lived asset impairment assessment we performed due to a deterioration
of our operating results during fiscal 2001.
Divestiture
On November 20, 2000, we completed the sale of a subsidiary for a net $1.7
million, which resulted in a net loss of $2.7 million.
18
Goodwill Impairment, Restructuring and Other Charges
During fiscal 2001 we recognized pre-tax goodwill impairment, restructuring
and other charges totaling $225.0 million. The components of the charges
recorded during fiscal 2001 are as follows (dollars in millions):
Nature of
Charges Charges
------- ---------
Facility closure costs:
Severance........................................................ $ 10.2 Cash
Lease exit costs................................................. 6.8 Cash
Equipment impairment............................................. 12.6 Non-cash
Other costs...................................................... 1.7 Cash
------
Total facility closure costs................................... 31.3
Goodwill impairment............................................... 166.9 Non-cash
Inventory and accounts receivable write-downs..................... 15.5 Non-cash
Investment write-off.............................................. 9.8 Non-cash
Credit facility amendment fees.................................... 1.5 Cash
------
Total pre-tax goodwill impairment, restructuring and other charges $225.0
======
Facility closure costs are recorded in the fiscal 2001 Consolidated
Statement of Operations as follows: 1) severance and lease exit costs totaling
$17.0 million are recorded as restructuring charges; 2) equipment impairment
charges of $12.6 million and other facility closure costs totaling $1.2 million
are recorded as cost of products sold; and 3) $0.5 million of other facility
closure costs are recorded as engineering, selling, and administrative costs.
Restructuring
In connection with the facility closure costs, our management developed
formal plans to exit certain facilities and involuntarily terminate employees.
Management's plans to exit certain facilities included the identification of
duplicate manufacturing and sales facilities for closure and the transfer of
the related operations to other facilities. Management currently anticipates
that the facility closures and all related activities will be substantially
complete within one year of the commitment dates of the respective exit plans.
Of the $31.3 million in facility closure costs, $18.7 million are cash costs
and $12.6 million are non-cash costs. Of the $18.7 million in cash costs, only
$2.0 million are incremental cash costs that would not have been incurred in
the next 12 months without undertaking these restructuring actions.
The following table summarizes the activity with respect to fiscal 2001
restructuring charges (in millions, except employee data):
Severance Facilities Total
---------------- ---------- -------
Number of
Employees Reserve Reserve Reserve
--------- ------- ---------- -------
Total reserve balance at August 31, 2000 -- $ -- $ -- $ --
Add: fiscal 2001 charges................ 2,602 10.2 6.8 17.0
Less: fiscal 2001 utilization........... (2,315) (8.1) (1.6) (9.7)
------ ----- ----- -----
Ending balance at August 31, 2001....... 287 $ 2.1 $ 5.2 $ 7.3
====== ===== ===== =====
Goodwill and Equipment Impairment
In fiscal 2001, we performed an impairment assessment of our long-lived
assets, which include property, plant and equipment, goodwill and other
intangible assets. The assessment was performed primarily due to a
19
deterioration of our operating results during fiscal 2001 and the decision
during fiscal 2001 to close certain facilities. As a result of the assessment,
we recorded a $166.9 million impairment charge to reduce the carrying value of
goodwill and a $12.6 million impairment charge to reduce the carrying value of
equipment associated with closed facilities. The goodwill impairment charge is
recorded as a component of amortization of intangible assets in the fiscal 2001
Consolidated Statement of Operations. The equipment impairment charge is
recorded as cost of products sold in the fiscal 2001 Consolidated Statement of
Operations. Each charge was measured, in accordance with the provisions of SFAS
No. 121, based upon our estimated discounted cash flows. The assumptions
supporting these cash flows were determined using our best estimates. The
remaining long-lived assets will continue to be depreciated and amortized over
their remaining useful lives, which management considers appropriate.
Other Charges
During fiscal 2001, we recorded write-downs of inventory and accounts
receivable totaling $15.5 million primarily as a result of the broad based
slowdown in the technology sector that began to occur during fiscal 2001.
Inventory write-downs of $13.0 million are recorded as cost of products sold in
the fiscal 2001 Consolidated Statement of Operations and primarily relate to
customer program modifications resulting in excess components. Accounts
receivable write-downs of $2.5 million are recorded as a engineering, selling
and administrative expense in the fiscal 2001 Consolidated Statement of
Operations and relate to certain accounts receivables that were deemed
uncollectable during fiscal 2001.
During fiscal 2001, we wrote-off a $9.8 million investment we assumed
through a prior acquisition that became impaired. The write-off is recorded as
a component of engineering, selling and administrative expense in the fiscal
2001 Consolidated Statement of Operations.
On May 15, 2001, we amended our credit facilities, including our
Multi-Currency Credit Agreement and U.K Facility Agreement. We incurred $1.5
million in fees associated with the amendment of which $0.7 million is recorded
as engineering, selling and administrative expense and $0.8 million is recorded
as net financing costs in the fiscal 2001 Consolidated Statement of Operations.
Operating Earnings (Loss)
We incurred an operating loss of $216.1 million in fiscal 2001 compared to
operating earnings of $89.9 million in fiscal 2000. The fiscal 2001 operating
loss was due to $224.2 million of goodwill impairment, restructuring and other
costs incurred during fiscal 2001 as well as reduced sales volumes, driven by
the broad based slow down in the technology sector, which resulted in the
under-absorption of costs during fiscal 2001.
Net Financing Costs
Fiscal 2001 net financing costs were $43.8 million compared to $52.7 million
in fiscal 2000, a decrease of 16.9%. Included in fiscal 2001 net financing
costs is $1.5 million of amortization related to capitalized fees associated
with amending the financing facilities and $0.8 million in fees associated with
amending the financing facilities. Fiscal 2000 net financing costs are net of
an allocated $5.5 million pre-tax gain related to the unwinding of interest
rate swap agreements in conjunction with obtaining a new credit facility in the
fourth quarter of fiscal 2000. The decrease in net financing costs is due to
lower levels of debt in fiscal 2001 as compared to the debt allocated to us in
fiscal 2000 by Applied Power as described above in "Historical Allocations from
Applied Power" as well as lower interest rates during fiscal 2001.
Other Expense, net
Other expense, net was $2.4 million and $5.0 million in fiscal 2001 and
2000, respectively. Other expense, net includes foreign currency exchange gains
and losses, as well as other miscellaneous, non-operating income
20
and expenses. Fiscal 2000 other expense, net includes a pre-tax loss of $3.3
million associated with the termination of Euro forward contracts.
Income Tax Expense (Benefit)
We recorded an income tax benefit of $25.7 million in fiscal 2001 compared
to income tax expense of $53.6 million in fiscal 2000. Our effective income tax
rate was 9.8% for fiscal 2001, compared to 165.8% for fiscal 2000. The fiscal
2000 effective tax rate was significantly greater due to the $40 million income
tax provision we recorded when we reorganized as a Bermuda company. Excluding
this item, the fiscal 2000 effective income tax rate would have been 42.1%. The
decrease in the fiscal 2001 effective tax rate is primarily a result of the
impact of the goodwill impairment charge and the Company's reorganization as a
Bermuda company. See "Goodwill Impairment, Restructuring and Other Charges"
above for further discussion of the goodwill impairment charge. See "The
Distribution" above for further discussion of the reorganization as a Bermuda
based company.
Fiscal 2000 Compared to Fiscal 1999
Net Sales
Fiscal 2000 net sales grew to $1.24 billion from $1.06 billion in fiscal
1999, an increase of 17% (21% excluding the adverse effect of foreign currency
translation, caused by the U.S. dollar's appreciation against the British Pound
Sterling, the Euro, and Danish Krone). Our net sales growth in fiscal 2000
accelerated in the second half of the fiscal year as growth in the last six
months of fiscal 2000 over the comparable prior year period was 24% (26%
excluding the adverse effect of foreign currency translation). In late fiscal
1999, we put a strategy in place to focus on targeted customers in the
communications, computing, and Internet markets by dedicating sales,
engineering, and program management resources to work with these accounts. We
believe the successful implementation of our strategy from late fiscal 1999
throughout fiscal 2000, coupled with our ability to execute and deliver an
integrated technical solution to our customers on a global basis, is the
primary reason for our net sales growth in fiscal 2000, particularly in the
second half. Our fiscal 2000 net sales growth was also influenced by the
inclusion of acquisitions completed in fiscal 2000 and an additional month of
sales from the Rubicon acquisition, which was completed in October 1998.
Excluding acquisitions, net sales increased 12% in fiscal 2000 (16% excluding
the adverse effect of foreign currency translation).
Geographic Sales
Years Ended August 31,
(Dollars in millions) ----------------------
2000 1999 Change
-------- -------- ------
Americas.......... $ 734.3 $ 576.0 27.5%
Europe and Asia... 505.2 479.3 5.4%
-------- -------- ----
Total............. $1,239.5 $1,055.3 17.5%
======== ======== ====
Fiscal 2000 Americas sales grew to $734.3 million from $576.0 million in
fiscal 1999, an increase of 27.5%. Internal sales growth accounted for $124.2
million of the increase over fiscal 1999. The balance of the net sales
increase, $33.1 million, was a result of acquisitions completed in the second
half of fiscal 1999 and throughout fiscal 2000. The fiscal 2000 internal growth
in Americas was primarily driven by growth in our custom integrated systems,
thermal management and Internet business solutions product lines.
Fiscal 2000 European and Asia sales grew to $505.2 million from $479.3
million in fiscal 1999, an increase of 5.4%. Our fiscal 2000 European and Asia
net sales were adversely impacted by our decision to exit some high-volume
personal-computer related business we inherited via acquisition. We are exiting
this business in order to create capacity for our custom integrated systems
product lines. The exit of this business adversely impacted European and Asia
net sales by approximately $18.0 million in fiscal 2000. Foreign currency
translation
21
adversely impacted fiscal 2000 European and Asia net sales compared to fiscal
1999. 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 $42.1 million. Excluding both the adverse
impact of foreign currency translation and the exit of the high-volume personal
computer business, European and Asia net sales grew 18% in fiscal 2000 (13% as
result of internal growth and 5% as a result of our acquisitions).
Gross Profit
Fiscal 2000 gross profit increased to $322.2 million from $290.5 million in
fiscal 1999, an increase of 10.9%. As a percentage of net sales, fiscal 2000
gross profit decreased to 26.0% from 27.5% in fiscal 1999. The decrease in
gross profit as a percent of net sales is a result of the change in composition
of our total net sales. A greater percentage of our total net sales in fiscal
2000 were derived from custom integrated systems versus standard products than
in fiscal 1999. Historically, our standard product lines have had a higher
gross profit margin than our custom integrated systems product lines. In the
future, our gross profit margins could fluctuate from quarter to quarter based
on the amount of net sales that include integration-related content relative to
total net sales. As part of our strategy to expand our customer relationships
by providing a total solution, we expect the percentage of our net sales
represented by custom integrated systems to further increase. Our strategy is
also to increase the proportion of custom integrated systems business that
involves the integration of products manufactured by us.
Operating Expenses
Fiscal 2000 operating expenses grew to $208.4 million from $188.0 million in
fiscal 1999, an increase of 10.9%. As a percentage of net sales, operating
expenses were 16.8% for fiscal 2000, compared to 17.8% for fiscal 1999. Our
operating expenses consist primarily of engineering, selling, marketing,
finance, information technology and general administrative expenses. Fiscal
2000 operating expenses also include a $6.5 million allocated charge for
corporate reorganization expenses incurred by Applied Power related to the
Distribution. The decrease in our fiscal 2000 operating expenses as a
percentage of net sales is primarily the result of leverage on our existing
organization infrastructure. In future periods, we will continue to focus on
our business strategy to be customer focused and technically innovative on a
global basis, which will require us to add engineers, program management,
supply chain, and sales personnel as well as other functional support
positions. We expect that our operating expenses expressed in dollars will
continue to grow from year to year. Our goal is to continually identify ways to
be more cost efficient, by either consolidating common functions between our
facilities or by investing in technologies and information tools that will
ultimately allow us to reduce operating expenses in both dollars and as a
percentage of net sales.
Through July 31, 2000, historical operating expenses include an allocation
of Applied Power's corporate general and administrative expenses based on 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. We
expect that costs for these corporate functions will differ following the
Distribution, and therefore, adjusted historical results reflect an adjustment
for estimated incremental general corporate expenses to be incurred by us as an
independent company. Although these adjustments are based upon available
information and assumptions that we believe are reasonable, we may incur
greater than expected selling, administrative and other expenses in connection
with operating as an independent company.
Amortization of Intangible Assets
Fiscal 2000 amortization of intangible assets grew to $23.9 million from
$20.9 million in fiscal 1999, an increase of 14%. This increase was primarily
the result of the amortization of goodwill recorded for acquisitions made in
fiscal 2000 and fiscal 1999, which included Innovative Metal Fabrication,
Metalade, and Malcoe. Also
22
contributing to the increased amortization of intangible assets in fiscal 2000
is the inclusion of an additional month of amortization expense related to the
Rubicon acquisition.
Operating Earnings
Fiscal 2000 operating earnings grew to $89.9 million from $81.6 million in
fiscal 1999, an increase of 10.2%. As a percentage of net sales, operating
earnings decreased to 7.2% from 7.7% in fiscal 1999. The primary reason for the
increase in operating earnings in fiscal 2000 is the increased sales volume and
the leverage of increased net sales volume on relatively small increases in
operating expenses and amortization of intangible assets. The decrease in
operating earnings as a percentage of net sales in fiscal 2000 versus fiscal
1999 is a result of the corporate reorganization expenses allocated to us from
Applied Power of $6.5 million. Excluding those allocated corporate
reorganization expenses, operating earnings as a percentage of net sales would
have been 7.8%.
Net Financing Costs
See ''Historical Allocations from Applied Power'' above for further
discussion of net financing costs allocated to us from Applied Power.
Fiscal 2000 net financing costs decreased to $52.6 million from $52.9
million in fiscal 1999, a decrease of less than 1%. Our fiscal 2000 net
financing costs are net of an allocated $5.5 million pre-tax gain related to
the unwinding of interest rate swap agreements in conjunction with obtaining
new credit facilities. The interest rate swap agreements were canceled by
Applied Power in anticipation of the Distribution and a portion of the
associated gain was allocated to us. Excluding the interest rate swap gains,
our fiscal 2000 net financing costs increase was primarily the result of a
general increase in interest rates throughout fiscal 2000. Our fiscal 2000 net
financing costs increase was also influenced by additional borrowings incurred
to finance acquisitions completed during and subsequent to fiscal 1999 offset
by cash flow from operations which was used to repay principal on debt.
Other (Income) Expense, net
Fiscal 2000 Other (Income) Expense, net was $5.0 million of expense. Other
(Income) Expense, net includes foreign currency exchange gains and losses,
gains and losses on the sale of fixed assets as well as other miscellaneous,
non-operating income and expenses. In fiscal 2000, we incurred a pre-tax loss
of $3.3 million associated with the termination of Euro forward contracts.
Income Tax Expense
Fiscal 2000 income tax expense grew to $53.6 million from $10.8 million in
fiscal 1999. Our effective income tax rate was 165.8% in fiscal 2000, compared
to 35.6% in fiscal 1999. Our fiscal 2000 effective income tax rate was
significantly greater than our fiscal 1999 rate primarily as a result of the
$40.0 million income tax provision we recorded when we reorganized as a Bermuda
company. Excluding this one-time item, our fiscal 2000 effective income tax
rate was 42.1%. Our fiscal 2000 effective income tax rate also increased over
the fiscal 1999 effective income tax rate because a higher percentage of our
total pre-tax income in fiscal 2000 was derived domestically. Our domestic
income is taxed at a higher rate than our foreign income.
The goodwill and subsequent amortization expense recorded as a result of
most of our acquisitions is non-deductible for tax purposes. Effective income
tax rates were higher than the statutory rate for all periods presented
primarily as a result of state income taxes and non-deductible amortization of
goodwill, partially offset by net effects of foreign tax rates and credits. We
believe that our effective tax rate should decrease as a result of reorganizing
as a Bermuda company. As such, adjusted income tax expense represents the
anticipated lower effective income tax rate of 30% on the higher adjusted
pre-tax earnings that we expect to be subject to after the Distribution, debt
realignment and reorganization in Bermuda.
23
We have agreed to indemnify Applied Power 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,
involves taxable transactions. Under a tax sharing agreement we entered into
with Applied Power, we will be responsible for federal and state income taxes
resulting from the reorganization transactions. 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.
Extraordinary Loss
In fiscal 2000, we recorded an extraordinary loss of $2.1 million, ($3.3
million pre-tax, net of a $1.2 million tax benefit) that relates to a
make-whole premium paid in connection with the early retirement of $50.0
million of senior promissory notes of a ZERO subsidiary due March 8, 2011.
Liquidity and Capital Resources
Cash Flows
Fiscal Fiscal Fiscal
2001 2000 1999
(in millions) ------- ------ -------
Cash provided by (used in):
Operating activities.... $ (19.7) $ 36.1 $ 75.5
Investing activities.... (329.2) (60.1) (435.3)
Financing activities.... 360.1 9.3 373.7
Cash and cash equivalents totaled $6.2 million at August 31, 2001 and $0.7
million at August 31, 2000.
Net cash used in operating activities was $19.7 million in fiscal 2001
compared to $36.1 million provided by operations in fiscal 2000. The decrease
in cash flow from operations was primarily due to the negative impact of the
broad based slow down in the technology sector on fiscal 2001 earnings, a $30.0
million payment to Actuant under the tax sharing agreement we entered into as
part of the Distribution, other tax payments totaling $14.5 million and
restructuring related payments totaling $11.1 million. These uses of cash were
mainly offset by improvements in working capital.
The decrease in fiscal 2000 cash flow from operations when compared to
fiscal 1999 is primarily due to additional expenditures related to the
corporate reorganization and the subsequent Distribution. Another factor
contributing to the decrease was an increase in accounts receivable at August
31, 2000, mainly due to the increase in sales in the second half of fiscal 2000
versus the second half of fiscal 1999.
Net cash used in investing activities was $329.2 million in fiscal 2001
compared to $60.1 million in fiscal 2000 and $435.3 million in fiscal 1999. The
use of cash in fiscal 2001 primarily consisted of $241.5 million used for
business acquisitions and capital expenditures of $88.5 million. Net cash used
in investing activities in 2000 and 1999 primarily consisted of investments in,
and acquisitions of businesses totaling $13.3 million and $401.9 million,
respectively, and capital expenditures of $45.9 million and $43.0 million,
respectively.
Capital expenditures significantly decreased in the second half of 2001 to
approximately $30.7 million from $57.8 million in the first half of fiscal
2001. APW Ltd. anticipates that capital expenditures will be less than $30.0
million during fiscal 2002.
Net cash provided by financing activities was $360.1 million, $9.3 million
and $373.7 million in fiscal 2001, 2000 and 1999, respectively. Fiscal 2001
financing activities consisted of net revolver borrowings of $434.4 million,
commercial paper repayments of $51.2 million, a reduction in the accounts
receivable facility of $20.9 million and the payment of $7.7 million in debt
financing costs. Fiscal 2000 financing activities include $33.0
24
million of net cash investments by and advances from Applied Power, net
proceeds of $26.1 million from a sale-leaseback transaction related to five
properties located in the United States and $53.4 million of net principal
payments on long-term debt. Fiscal 1999 financing activities include $359.8
million of net cash investments by and advances from Applied Power, $37.1
million of proceeds from the accounts receivable facility and $24.0 million of
principal payments on long-term debt.
Capitalization
Debt at August 31, 2001 totaled $621.4 million, an increase of $385.0
million since the beginning of fiscal 2001. The increase in debt was primarily
due to the funding of business acquisitions totaling $241.5 million and $88.5
million in capital expenditures as well as the need to fund operations due to
the broad based slow down in the technology sector during fiscal 2001. In
addition, a decrease in the accounts receivable facility required borrowings of
$20.9 million during fiscal 2001.
Debt at August 31, 2000 totaled $236.4 million, a decrease of approximately
$492.4 million since the beginning of the fiscal year. The significant decrease
in debt was a result of the debt realignment between APW and Applied Power in
connection with the Distribution, net principal payments on debt through cash
flow from operations and sale-leaseback financing activities, offset by
additional debt incurred to fund fiscal 2000 acquisitions. See "Historical
Allocations from Applied Power" above for discussion of Applied Power debt
allocated to APW before July 31, 2000.
APW was formed as an indirect wholly owned subsidiary of Applied Power
through a continuation of an existing company (previously named Wright Line,
Inc. and now named APW Ltd.) in Bermuda. As a result, APW became a Bermuda
company and at such time issued 1.2 million shares owned indirectly by Applied
Power. In connection with the Distribution, APW issued additional shares
totaling 37,997,135, which were held indirectly by Applied Power and on July
31, 2000, Applied Power distributed all 39,197,135 shares to the shareholders
of Applied Power. In addition, as a result of the above discussed debt
realignment between APW and Applied Power, our total equity was increased
significantly due to the additional investment by Applied Power to retain a
certain portion of our allocated debt.
Prior to the Distribution, "Combined equity" in our Consolidated Financial
Statements represents Applied Power's cumulative net investment in APW's
combined businesses. Changes in ''Combined equity'' represent our net income
(loss), net cash and non-cash contributions from distributions to Applied
Power, changes in allocated corporate debt and allocated corporate interest,
net of tax.
Liquidity
On May 15, 2001, we amended our credit facilities. The amended credit
facilities continue with their original expiration date of July 31, 2003. The
amendment resulted in increased interest spreads, new financial covenant tests,
the pledging of substantially all the Company's and its subsidiaries' assets as
collateral under the credit facilities and the issuance of common stock
warrants of 5% of the common stock outstanding on May 15, 2001 (approximately
2.1 million shares). In addition, the amendment reduced the facility limit on
the Multi-Currency Credit Agreement from $600.0 million to $570.0 million.
On September 27, 2001, the Company's lenders amended certain debt covenants
associated with our credit facilities. These revised covenants were established
based upon APW management's financial forecasts prior to the events of
September 11, 2001. Throughout the first fiscal quarter of 2002, our Company,
like others in our industry, experienced a significant decline in net sales
compared to prior periods and compared to management's financial forecasts that
were the basis for the financial covenants set forth in the September 27, 2001
amendment. Such declines are related to a number of factors, certain of which
were impacted by the terrorist attacks that took place in the United States on
September 11, 2001. Those terrorist attacks were unprecedented events which
have created many economic and political uncertainties. On December 13, 2001,
the Company's lenders again
25
amended certain debt covenants associated with the Company's credit facilities
to reflect the Company's revised financial forecasts as of that point in time.
The revisions in the covenants were considered necessary due to the magnitude
of the decline in the first fiscal 2002 quarter actual results compared to
prior periods and management's forecasts. In addition, the amendment repriced
the outstanding warrants issued in conjunction with the May 15, 2001 amendment
to the closing price of our common stock on December 10, 2001 of $1.98 and
eliminated the previous reduction provision if the Company met repayment
targets by August 31, 2002. The Company also issued warrants for 9.9% of the
common stock outstanding on December 13, 2001 (approximately 4.1 million
shares) at a price of $0.01. These $0.01 warrants are cancelled if the credit
facilities are repaid by July 31, 2002 (entirely cancelled) or September 30,
2002 (49.5% cancelled).
If the magnitude of the decline in net sales continues or we experience a
significant change in our cost structure, we may not be able to comply with the
covenants which were agreed to with the Company's lenders as of December 13,
2001. Further, such covenants contemplate the sale of one of the Company's
divisions during the second fiscal 2002 quarter. Should this transaction not be
completed during the second fiscal 2002 quarter for any reason, we would likely
violate a financial covenant during our second fiscal 2002 quarter ending
February 28, 2002.
APW's management plans to continue to aggressively pursue additional revenue
opportunities within its core customer markets. We have adopted several
restructuring plans during fiscal 2001 in an effort to reduce costs in the wake
of declining net sales experienced during fiscal 2001. These programs resulted
in restructuring charges during fiscal 2001 and have provided cost savings
which are expected to continue into the future. Management plans to consider
additional cost-reduction programs, as necessary, to further align the
Company's cost base with net sales.
While the Company's revised financial forecasts reflect management's best
estimates, there can be no assurances that our fiscal 2002 financial forecasts,
which are the basis of the current financial covenants, will be achieved. If
our actual operating performance does not substantially meet the fiscal 2002
financial forecasts associated with the amended covenants, we may have
difficulty achieving compliance with certain debt covenants in our amended
credit facilities. If we fail to comply with debt covenants for any reason, we
may have to consider a number of the following measures: (a) obtain a waiver of
default for the violated covenant(s); (b) obtain an amendment of the covenants
in the existing credit facilities; (c) seek additional sources of debt
financing, which likely would be subject to obtaining necessary lender
consents; (d) seek additional equity financing or other strategic alternatives;
(e) restructure our obligations and/or the business; or (f) consider a
combination of the foregoing. Given these circumstances, the Company is
evaluating its alternatives. There can be no assurances that the aforementioned
alternatives would be available to the Company in the future. If this were the
case, a future violation of debt covenants would cause a material adverse
effect on our ability to continue in our present form and to achieve our
intended business objectives.
As a result of the restatement for the year ended August 31, 2001, the
Company believes that it would have been in default of certain debt covenants
as of August 31, 2001, unless the Company had obtained waivers or further
amendments to its debt covenants in connection with the September 27, 2001 or
December 13, 2001 amendments previously discussed. Accordingly, the Company has
classified borrowings under the Revolving Multi-Currency Credit Agreement and
the U.K. Facility Agreement as a current liability as of August 31, 2001 in the
restated consolidated financial statements.
The amended Multi-Currency Credit Agreement is used to finance working
capital, capital expenditures and other general corporate requirements. Under
the amended Multi-Currency Credit Agreement, the Company can borrow at a fixed
rate of LIBOR plus 3.500% annually. As of August 31, 2001, based upon our
current total borrowings, the weighted average interest rate was 7.206%. A
non-use fee computed at the rate of 0.500% is payable quarterly on the average
unused portion under the amended Multi-Currency Credit Agreement. This amended
Multi-Currency Credit Agreement contains restrictions concerning permitted
investments, permitted liens on assets and the sale of assets.
26
The amended U.K. Facility Agreement, providing 52.2 million British Pounds
Sterling (approximately $75.9 million) in borrowings, is used to finance
working capital, capital expenditures and other general corporate purposes.
This amended agreement expires on July 31, 2003. Similar to the amended
Multi-Currency Credit Agreement, the amended U.K. Facility Agreement includes
restrictions concerning investments, liens on assets and sale of assets. As of
August 31, 2001, based upon our current total borrowings, the weighted average
interest rate was 8.230%.
During the fiscal 2001 third quarter, we ceased issuing commercial paper and
commenced the redemption of all outstanding commercial paper on the original
maturity dates. As of August 31, 2001, we have no outstanding commercial paper.
On July 31, 2000, as part of the Distribution, we assumed Applied Power's
$150.0 million off-balance sheet accounts receivable facility. The Accounts
Receivable Facility (facility) was amended to decrease the amount available
from $150.0 million to $80.0 million on April 4, 2001. The facility was further
amended on May 15, 2001 to extend the agreement to May 14, 2002. At August 31,
2001, $58.0 million of receivable interests were sold under this facility.
At August 31, 2001 and November 30, 2001, we had $52.4 million and $24.0
million, respectively, of borrowings available under our two credit facilities.
In addition, at August 31, 2001 and November 30, 2001, although we sold all
eligible accounts receivable under our accounts receivable facility, we had the
availability to sell an incremental $22 million and $35.4 million, respectively.
On September 29, 2000, APW 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. We continuously evaluate 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 the Company's common stock. We are
prohibited under the bank credit facilities arrangements from paying any cash
dividends, with the exception of dividends payable on the preferred stock of a
subsidiary of the Company. We currently intend to retain any earnings for use
in the business and do not anticipate paying cash dividends on common stock for
the foreseeable future.
European Economic Monetary Union
On January 1, 1999, eleven of the European Union countries (including eight
countries in which we have operations) adopted the Euro as their single
currency, resulting in fixed conversion rates between their existing currencies
(''legacy currencies'') and the Euro. The Euro trades on currency exchanges and
is available for non-cash transactions. Following the introduction of the Euro,
the legacy currencies remain legal tender in the participating countries during
the transition through January 1, 2002. Beginning on January 1, 2002, the
European Central Bank will issue Euro-denominated bills and coins for use in
cash transactions. On or before July 1, 2002, the participating countries will
withdraw all legacy bills and coins and use the Euro as their legal currency.
Our various operating units located in Europe that are affected by the Euro
conversion intend to maintain their books in their respective legacy currency
through a portion of the three-year introductory period. At this time, we do
not expect the reasonably foreseeable consequences of the ongoing Euro
conversion to have material adverse effects on our business, operations or
financial condition.
Environmental Compliance
The Company has facilities in a number of geographic locations that are
subject to a range of environmental laws and regulations. Compliance with these
laws has and will require expenditures on a continuing basis.
27
Predecessors to APW Ltd. have been identified by the United States
Environmental Protection Agency ("EPA") as "Potentially Responsible Parties"
regarding various multi-party Superfund sites. Potentially Responsible Parties
are jointly and severally liable with respect to Superfund site remediation
liabilities. Any liability in connection with these sites has been assumed by
APW Ltd. Based on our investigations, we believe that we are a de minimis
participant in certain of these sites. As to one site, we are a minor
participant, and our share of estimated cleanup costs is not likely to exceed
$1.1 million. As to another EPA site where we are not a de minimis participant,
the state has required us to conduct additional ground water testing at our
former manufacturing facility, and we cannot reasonably estimate the amount of
our liability, if any. In addition, we are also involved in other state clean
up actions for which we believe the aggregate costs of remediation are
adequately reserved for.
We anticipate that environmental costs will be expensed or capitalized
depending on their future economic benefits. Expenditures that have no future
economic value will be expensed. Liabilities will be recorded when
environmental remediation is probable and the costs can be reasonably
estimated. Environmental expenditures over the last three years for us have not
been significant. Although the level of future expenditures for environmental
remediation is impossible to determine with any degree of certainty, in our
opinion these costs are not likely to have a material adverse effect on our
financial position, results of operations or cash flows. Environmental
remediation accruals of $4.4 million and $3.2 million were included in our
Consolidated Balance Sheets at August 31, 2001 and 2000, respectively.
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.
Inflation
No meaningful measures of inflation are available because we have a
significant number of operations in countries with diverse rates of inflation
and currency rate movements.
New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, " Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets." The
statements eliminate the pooling-of-interests method of accounting for business
combinations and require that goodwill and certain intangible assets not be
amortized. Instead, these assets will be reviewed for impairment annually with
any related losses recognized in earnings when incurred. SFAS No. 141 is
effective for us as of July 31, 2001. SFAS No. 142 will be effective for the
Company on September 1, 2002 for existing goodwill and intangible assets. The
Company is currently evaluating the impact of SFAS No. 142.
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. SFAS No. 143 sets forth the financial accounting and reporting to
be followed for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a reasonable
estimate of fair value can be made. The associated asset retirement costs are
to be capitalized as part of the carrying amount of the long-lived asset.
Subsequently, the recorded liability will be accreted to its present value and
the capitalized costs will be depreciated. The Company is required to adopt
SFAS No. 143 on September 1, 2002. The Company is currently evaluating the
impact of SFAS No. 143.
28
In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued. SFAS No. 144 modifies and expands the financial
accounting and reporting for the impairment or disposal of long-lived assets
other than goodwill, which is specifically addressed by SFAS No. 142. SFAS No.
144 maintains the requirement that an impairment loss be recognized for a
long-lived asset to be held and used if its carrying value is not recoverable
from its undiscounted cash flows, with the recognized impairment being the
difference between the carrying amount and fair value of the asset. With
respect to long-lived assets to be disposed of other than by sale, SFAS No. 144
requires that the asset be considered held and used until it is actually
disposed of but requires that its depreciable life be revised in accordance
with APB Opinion No. 20, "Accounting Changes." SFAS No. 144 also requires that
an impairment loss be recognized at the date a long-lived asset is exchanged
for a similar productive asset. The Company will be required to adopt SFAS No.
144 on September 1, 2002. The Company is currently evaluating the impact of
SFAS No. 144.
Item 7A. 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 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--APW has international operations. In most instances, APW
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 APW affiliates, APW
denominates the transaction in the functional currency of the producing
operation.
APW 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.
APW's 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. APW periodically identifies naturally occurring
offsetting positions and then purchases hedging instruments to protect against
anticipated exposures. Based on APW's overall currency rate exposure, including
derivative financial instruments and nonfunctional currency denominated
receivables and payables, we do not believe a near-term 10% appreciation or
depreciation of the U.S. dollar would have a significant effect on APW's
financial position, results of operations and cash flows over the next fiscal
year.
Interest Rate Risk--APW periodically enters 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, APW contracts with a counter-party to exchange the difference
between a fixed rate of interest and a floating rate of interest applied to the
notional amount of the swap. The effective portion of the
29
derivative gain or loss due to a change in fair value is initially recorded as
a component of other comprehensive income (loss) and subsequently reclassified
into earnings when the hedged exposure affects earnings. The fair value of the
Company's interest rate swap agreements was a liability of $2.4 million at
August 31, 2001 and an asset of $0.2 million at August 31, 2000. A seventy-two
(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 $4.3 million for the twelve months ended August 31, 2001.
Commodity Prices--APW is exposed to fluctuation in market prices for steel.
Therefore, APW has 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.
Item 8. Financial Statements and Supplementary Data
The Company has restated its unaudited quarterly financial data for fiscal
2001 and fiscal 2000 as follows (in millions, except per share amounts):
2001 (Unaudited)
-------------------------------------
FIRST (1) SECOND THIRD (2) FOURTH (3)
--------- ------ --------- ----------
Net sales......................................... $359.7 $317.6 $300.2 $ 290.2
Gross profit...................................... $ 90.8 $ 63.4 $ 31.8 $ 45.4
Adjustments...................................... (1.7) (1.7) (1.7) (1.7)
------ ------ ------ -------
Gross profit--as restated......................... $ 89.1 $ 61.7 $ 30.1 $ 43.7
====== ====== ====== =======
Net earnings (loss)............................... $ 12.8 $ (5.9) $(54.7) $(184.3)
Adjustments...................................... (1.1) (1.1) (1.1) (1.1)
------ ------ ------ -------
Net earnings (loss)--as restated.................. $ 11.7 $ (7.0) $(55.8) $(185.4)
====== ====== ====== =======
Basic earnings (loss) per share................ $ 0.33 $(0.15) $(1.37) $ (4.61)
Adjustments................................ (.03) (.03) (.02) (.03)
------ ------ ------ -------
Basic earnings (loss) per share--as restated... $ 0.30 $(0.18) $(1.39) $ (4.64)
====== ====== ====== =======
Diluted earnings (loss) per share.............. $ 0.31 $(0.15) $(1.37) $ (4.61)
Adjustments................................ (.03) (.03) (.02) (.03)
------ ------ ------ -------
Diluted earnings (loss) per share--as restated. $ 0.28 $(0.18) $(1.39) $ (4.64)
====== ====== ====== =======
2000 (Unaudited)
--------------------------------------
FIRST SECOND (4) THIRD (5) FOURTH (6)
------ ---------- --------- ----------
Net sales........................................ $289.1 $277.1 $319.8 $353.5
Gross profit..................................... $ 77.4 $ 72.3 $ 82.7 $ 90.8
Adjustments..................................... (.2) (.2) (.3) (.3)
------ ------ ------ ------
Gross profit--as restated........................ $ 77.2 $ 72.1 $ 82.4 $ 90.5
====== ====== ====== ======
Net earnings (loss).............................. $ 6.5 $ 2.4 $ 6.3 $(37.8)
Adjustments..................................... (.1) (.2) (.2) (.2)
------ ------ ------ ------
Net earnings (loss)--as restated................. $ 6.4 $ 2.2 $ 6.1 $(38.0)
====== ====== ====== ======
Basic and diluted earnings (loss) per share--
Before extraordinary item..................... $ 0.17 $ 0.11 $ 0.16 $(0.97)
Adjustments............................... (.01) -- -- (.01)
------ ------ ------ ------
Before extraordinary item--as restated........ $ 0.16 $ 0.11 $ 0.16 $(0.98)
Extraordinary loss net of tax................. -- (.05) -- --
------ ------ ------ ------
Basic and diluted earnings (loss) per share--
as restated............................... $ 0.16 $ 0.06 $ 0.16 $(0.98)
====== ====== ====== ======
30
A review of the unaudited quarterly financial data has not been performed by
the Company's independent accountants.
-----
(1) Includes $2.7 million loss on the sale of a subsidiary.
(2) Includes: (i) $12.5 million restructuring charge for severance and lease
exit costs, (ii) $15.4 million in other items related to the
restructuring and fees associated with amending the credit facilities,
and (iii) $17.6 million in non-cash asset write-offs of inventory,
accounts receivable and equipment.
(3) Includes: (i) $4.5 million restructuring charge for severance and lease
exit costs, (ii) $8.1 million in other items related to the
restructuring, and (iii) $166.9 million write-down of goodwill.
(4) Includes $2.2 million allocated charge for the second quarter of fiscal
2000 for corporate reorganization fees and expenses associated with the
Distribution and the incorporation of APW Ltd. as a Bermuda company.
Those fees and expenses which are included in the Consolidated
Statements of Operations represent APW Ltd.'s allocated portion of
legal, accounting, tax and investment banking fees incurred for services
related to the transaction.
Also in the second quarter of fiscal 2000, a $3.3 million make-whole
premium ($2.1 million net of tax benefit) was paid in connection with
the early retirement of debt in anticipation of the Distribution. This
charge is recorded in the Consolidated Statements of Operations, as an
extraordinary item, net of tax.
(5) Includes $0.6 million allocated charge for the third quarter of fiscal
2000 for corporate reorganization fees and expenses associated with the
Distribution and the incorporation of APW Ltd. as a Bermuda company.
Those fees and expenses which are included in the Consolidated
Statements of Operations represent APW Ltd.'s allocated portion of
legal, accounting, tax and investment banking fees incurred for services
related to the transaction.
(6) Includes a $3.7 million allocated charge for the fourth quarter of
fiscal 2000 for corporate reorganization fees and expenses associated
with the Distribution and the incorporation of APW Ltd. as a Bermuda
company. Those fees and expenses which are included in the Consolidated
Statements of Operations represent APW Ltd.'s allocated portion of
legal, accounting, tax and investment banking fees incurred for services
related to the transaction.
Includes a $3.3 million foreign currency loss ($2.1 million net of tax
benefit) associated with Euro forward contracts.
Includes a $40.0 million income tax provision recorded as a result of
reorganizing as a Bermuda company.
The Consolidated Financial Statements are included on pages 35 to 70 and are
incorporated by reference herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On November 1, 2000, APW Ltd.'s board of directors appointed
PricewaterhouseCoopers LLP as the auditors for APW Ltd. for fiscal year 2001,
subject to shareholders approval. On January 16, 2001 the appointment was
approved by a shareholder vote.
On October 29, 2001 APW Ltd.'s board of directors appointed
PricewaterhouseCoopers LLP as the auditors for APW Ltd. for fiscal year 2002,
subject to shareholder approval.
31
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item is incorporated by reference from the
"Election of Directors" and "Other Information--Section 16(a) Beneficial
Ownership Reporting Compliance" sections of the Company's Proxy Statement for
its Annual Meeting of Shareholders to be held on January 14, 2002 (the "2002
Annual Meeting Proxy Statement"). See also "Executive Officers of the
Registrant" in Part I hereof.
Item 11. Executive Compensation
The information required by this section is incorporated by reference from
the "Board Meetings, Committees and Directors Compensation" section and the
"Executive Compensation" section (other than the subsections thereof entitled
"Report of the Compensation Committee of the Board of Directors on Executive
Compensation" and "Performance Graph") of the 2002 Annual Meeting Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference from the
"Certain Beneficial Owners" and "Election of Directors" section of the 2002
Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference from the
"Certain Relationships and Related Transactions" section of the 2002 Annual
Meeting Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this report:
1. Consolidated Financial Statements
See "Index to Consolidated Financial Statements and Financial
Statement Schedule" on page 33, the Report of Independent Accountants
on page 34 and the Consolidated Financial Statements on pages 35 to
70, all of which are incorporated herein by reference
2. Financial Statement Schedules
See "Index to Consolidated Financial Statements and Financial
Statement Schedules" on page 33, the Report of Independent
Accountants on Financial Statement Schedule on page 71, all of which
are incorporated herein by reference.
3. Exhibits
See "Index to Exhibits" on pages 76 to 79, which is incorporated
herein by reference.
(b) Reports on Form 8-K:
The following reports on Form 8-K were filed during the last quarter of
fiscal 2001:
None.
The following reports on Form 8-K were filed subsequent to the end of the
2001 fiscal year:
On October 2, 2001, the Company filed a Current Report on Form 8-K
dated September 27, 2001, announcing the amendment of certain covenants
related to the Company's Revolving Multi-Currency Credit Agreement.
32
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (1) Page
---------------------------------------------- -----
Report of Independent Accountants................................ 34
Consolidated Statements of Operations
For the years ended August 31, 2001, 2000 and 1999............ 35
Consolidated Balance Sheets
As of August 31, 2001 and 2000................................ 36
Consolidated Statements of Shareholders' Equity
and Comprehensive Income (Loss)
For the years ended August 31, 2001, 2000 and 1999............ 37
Consolidated Statements of Cash Flows
For the years ended August 31, 2001, 2000 and 1999............ 38
Notes to Consolidated Financial Statements....................... 39-70
INDEX TO FINANCIAL STATEMENT SCHEDULE (2)
-----------------------------------------
Report of Independent Accountants on Financial Statement Schedule 71
Schedule II--Valuation and Qualifying Accounts................... 72
(1) The consolidated financial statements referred to above have been restated
as described in Notes 1 and 18.
(2) All other schedules are omitted because they are not applicable, not
required or because the required information is included in the
Consolidated Financial Statements or notes thereto.
33
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of APW Ltd.:
In our opinion, the consolidated financial statements listed in the index
incorporated by reference under Item 14(a)(1) on page 32 present fairly, in all
material respects, the financial position of APW Ltd. and its subsidiaries at
August 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended August 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Notes 1 and 18 to the consolidated financial statements, the
Company restated its August 31, 2001, 2000 and 1999 consolidated financial
statements.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 1, 2001, except for Notes 1 and 18 which are as of
November 4, 2002 and except for information in Note 3 as it
relates to the goodwill impairment and for information
in Note 17 which are as of December 13, 2001
34
APW LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years Ended August 31,
----------------------------------
As Restated
----------------------------------
2001 2000 1999
---------- ---------- ----------
Net sales............................................... $1,267,684 $1,239,542 $1,055,338
Cost of products sold................................... 1,043,036 917,321 764,852
---------- ---------- ----------
Gross profit......................................... 224,648 322,221 290,486
Engineering, selling and administrative expenses........ 226,709 201,829 187,991
Amortization of intangible assets....................... 194,342 23,918 20,876
Corporate reorganization expenses....................... -- 6,541 --
Restructuring charges................................... 16,981 -- --
Loss on sale of subsidiary.............................. 2,667 -- --
---------- ---------- ----------
Operating earnings (loss)............................ (216,051) 89,933 81,619
Other expense (income)
Net financing costs.................................. 43,762 52,657 52,857
Other expense (income), net.......................... 2,418 4,967 (1,786)
---------- ---------- ----------
Earnings (loss) before income tax expense............... (262,231) 32,309 30,548
Income tax expense (benefit)............................ (25,704) 53,595 10,883
---------- ---------- ----------
Net earnings (loss) before extraordinary item........... (236,527) (21,286) 19,665
Extraordinary loss on early retirement of debt,
net of income tax benefit of $1,250................... -- (2,083) --
---------- ---------- ----------
Net earnings (loss)..................................... $ (236,527) $ (23,369) $ 19,665
========== ========== ==========
Basic and diluted earnings (loss) per share:
Earnings (loss) per share--before extraordinary item. $ (5.96) $ (0.55) $ 0.51
Extraordinary loss, net of tax benefit............... -- (0.05) --
---------- ---------- ----------
Earnings (loss) per share............................ $ (5.96) $ (0.60) $ 0.51
========== ========== ==========
Weighted average common shares outstanding........... 39,664 39,077 38,825
========== ========== ==========
The accompanying notes are an integral part of these financial statements
35
APW LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
August 31,
----------------------
As Restated
----------------------
2001 2000
---------- ----------
ASSETS
Current assets
Cash and cash equivalents................................................ $ 6,190 $ 712
Accounts receivable, net................................................. 112,948 118,456
Inventories.............................................................. 130,937 155,381
Prepaid expenses......................................................... 14,213 11,066
Deferred income taxes.................................................... 16,650 12,035
---------- ----------
Total current assets................................................. 280,938 297,650
Property, plant and equipment............................................... 477,915 359,007
Less: Accumulated depreciation........................................... (222,886) (181,975)
---------- ----------
Net property, plant and equipment.................................... 255,029 177,032
Goodwill, net............................................................... 679,225 673,060
Other intangibles, net...................................................... 27,616 9,262
Other assets................................................................ 58,524 57,035
---------- ----------
Total assets......................................................... $1,301,332 $1,214,039
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings.................................................... $ 603,353 $ --
Trade accounts payable................................................... 119,904 151,675
Accrued compensation and benefits........................................ 30,126 31,696
Income taxes payable..................................................... 33,859 70,068
Other current liabilities................................................ 40,701 40,274
---------- ----------
Total current liabilities............................................ 827,943 293,713
Long-term debt.............................................................. 18,096 236,370
Deferred income taxes....................................................... -- 9,580
Other long-term liabilities................................................. 45,375 49,504
Contingencies (Note 16)..................................................... -- --
Shareholders' equity
Class A common stock--$0.01 par value per share; authorized 250,000,000
shares; issued and outstanding, less contingent shares, 40,042,207 and
39,204,150 shares, respectively........................................ 400 392
Share premium............................................................ 669,772 638,409
Retained earnings (accumulated deficit).................................. (233,765) 2,806
Accumulated other comprehensive loss..................................... (26,489) (16,735)
---------- ----------
Total shareholders' equity........................................... 409,918 624,872
---------- ----------
Total liabilities and shareholders' equity........................... $1,301,332 $1,214,039
========== ==========
The accompanying notes are an integral part of these financial statements
36
APW LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
(In thousands)
Years Ended August 31, 2001, 2000 and 1999 (As Restated)
-------------------------------------------------------------------------
Class A Retained Accumulated
Common Stock Earnings Other Total
------------- Share (Accumulated Comprehensive Combined Shareholders'
Shares Amount Premium Deficit) Loss Equity Equity
------ ------ -------- ------------ ------------- --------- -------------
Balances at September 1, 1998..................... -- $ -- $ -- $ -- $ (2,102) $ 174,884 $ 172,782
Net earnings for the year....................... -- -- -- -- -- 19,665 19,665
Currency translation adjustments................ -- -- -- -- (8,390) -- (8,390)
------ ---- -------- --------- -------- --------- ---------
Total comprehensive income.................... 11,275
---------
Investments by (distributions to) Applied Power
Inc., net...................................... -- -- -- -- -- (11,981) (11,981)
------ ---- -------- --------- -------- --------- ---------
Balances at August 31, 1999....................... -- -- -- -- (10,492) 182,568 172,076
Net loss for the year........................... 2,806 (26,175) (23,369)
Currency translation adjustments................ -- -- -- -- (6,243) -- (6,243)
---------
Total comprehensive loss...................... (29,612)
---------
Reclassification of Applied
Power Inc.'s net investment.................... 39,197 392 156,001 -- -- (156,393) --
Retention of APW Ltd. allocated debt by
Applied Power Inc.............................. -- -- 482,350 -- -- -- 482,350
Exercise of stock options....................... 7 -- 58 -- -- -- 58
------ ---- -------- --------- -------- --------- ---------
Balances at August 31, 2000....................... 39,204 392 638,409 2,806 (16,735) -- 624,872
Net loss for the year........................... -- -- -- (236,527) -- -- (236,527)
Currency translation adjustments................ -- -- -- -- (8,031) -- (8,031)
Derivative instrument fair market value
adjustment..................................... -- -- -- -- (1,935) -- (1,935)
Reclassification of derivative losses to
earnings....................................... -- -- -- -- 44 -- 44
Cumulative effect of change in accounting
principle for derivatives and hedging
activities, net of tax......................... -- -- -- -- 168 -- 168
---------
Total comprehensive loss...................... (246,281)
---------
Issuance of shares for acquisition.............. 755 7 24,993 -- -- -- 25,000
Issuance of warrants............................ -- -- 4,800 -- -- -- 4,800
Dividends on preferred stock of a subsidiary.... -- -- -- (44) -- -- (44)
Exercise of stock options....................... 83 1 1,570 -- -- -- 1,571
------ ---- -------- --------- -------- --------- ---------
Balances at August 31, 2001....................... 40,042 $400 $669,772 $(233,765) $(26,489) $ -- $ 409,918
====== ==== ======== ========= ======== ========= =========
The accompanying notes are an integral part of these financial statements
37
APW LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended August 31,
------------------------------
As Restated
------------------------------
2001 2000 1999
- - --------- -------- ---------
Operating activities
Net earnings (loss)....................................................... $(236,527) $(23,369) $ 19,665
Adjustments to reconcile net earnings (loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization........................................... 247,975 58,866 50,942
Amortization of financing fees.......................................... 2,294 620 620
(Gain) loss from sale of assets......................................... (161) 708 (805)
Loss on sale of subsidiary.............................................. 2,667 -- --
(Benefit) provision for deferred income taxes........................... (22,599) (3,083) 4,649
Restructuring charges................................................... 16,981 -- --
Investment write-off.................................................... 9,800 -- --
Extraordinary loss on early retirement of debt.......................... -- 3,333 --
Changes in operating assets and liabilities, excluding the effects of
business acquisitions and disposals:
Accounts receivable................................................ 44,824 (21,156) 741
Inventories........................................................ 39,893 (49,442) (7,176)
Prepaid expenses and other assets.................................. (5,496) (4,116) (2,168)
Trade accounts payable............................................. (40,946) 49,266 8,079
Income taxes....................................................... (42,886) 40,308 (4,026)
Other liabilities.................................................. (35,478) (15,874) 5,004
--------- -------- ---------
Net cash provided by (used in) operating activities........................ (19,659) 36,061 75,525
Investing activities
Proceeds on sale of property, plant and equipment....................... 3,287 2,579 9,571
Proceeds on the sale of subsidiary, net of cash sold.................... 1,782 -- --
Additions to property, plant and equipment.............................. (88,521) (45,924) (43,017)
Investments and acquisitions of businesses, net of cash acquired........ (241,546) (13,304) (401,891)
Other investing activities.............................................. (4,231) (3,411) --
--------- -------- ---------
Net cash used in investing activities...................................... (329,229) (60,060) (435,337)
Financing activities
Investments by (distributions to) Applied Power Inc., net, including
debt allocations...................................................... -- 32,988 359,764
Net short term borrowings............................................... 4,620 -- --
Principal repayments on long-term debt.................................. (148,245) (53,387) (24,004)
Principal borrowings on long-term debt.................................. 582,647 -- --
Net repayments of commercial paper...................................... (51,152) -- --
Net receivables financed................................................ (20,908) 3,459 37,079
Debt financing costs.................................................... (7,700) -- --
Proceeds from sale leaseback financing.................................. -- 26,144 --
Other financing activities.............................................. 801 57 900
--------- -------- ---------
Net cash provided by financing activities.................................. 360,063 9,261 373,739
Effect of exchange rate changes on cash.................................... (5,697) 849 (606)
--------- -------- ---------
Net increase (decrease) in cash and cash equivalents....................... 5,478 (13,889) 13,321
Cash and cash equivalents--beginning of year............................... 712 14,601 1,280
--------- -------- ---------
Cash and cash equivalents--end of year..................................... $ 6,190 $ 712 $ 14,601
========= ======== =========
The accompanying notes are an integral part of these financial statements
38
APW LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1--Restatement
APW Ltd. (the "Company") has determined that accounting improprieties
occurred in fiscal 2002, 2001, 2000 and 1999 at one U.S. subsidiary and in
fiscal 2001 at one UK subsidiary. These accounting improprieties resulted in
the overstatement of assets (primarily cash and inventory) and income and the
understatement of liabilities (primarily trade accounts payable and accrued
compensation and benefits) and expense. As a result, the consolidated financial
statements as of August 31, 2001 and 2000 and for the years ended August 31,
2001, 2000 and 1999 as well as the interim results for the years ended August
31, 2001 and 2000 have been restated. The restated consolidated financial
statements as of August 31, 2001 and 2000 and for the years ended August 31,
2001, 2000 and 1999 are included herein. Restated condensed financial statement
information for the interim periods in the years ended August 31, 2001 and 2000
have been included in Item 8 of the Form 10-K/A. Restated condensed financial
statement information for the interim periods ended November 30, 2001,
February 28, 2002 and May 31, 2002 have been included in Form 10-Q/As.
The impact of the restatements on net income (loss) for fiscal 2001, 2000
and 1999 is as follows (dollars in millions):
2001 2000 1999
- ------- ------ -----
Net income (loss), as previously reported $(232.1) $(22.6) $20.4
Impact of restatement.................... (4.4) (0.7) (0.8)
------- ------ -----
Net income (loss), as restated........... $(236.5) $(23.3) $19.6
======= ====== =====
A summary of the effects of the restatements are set forth in Note 18.
As a result of the restatement for the year ended August 31, 2001, the
Company believes that it would have been in default of certain debt covenants
as of August 31, 2001, unless the Company had obtained waivers or further
amendments to its debt covenants in connection with the September 27, 2001 or
December 13, 2001 amendments (see Note 17--"Subsequent Events, Liquidity and
Management's Plans"). Accordingly, the Company has classified borrowings under
the Revolving Multi-Currency Credit Agreement and the U.K. Facility Agreement
as a current liability as of August 31, 2001 in the restated consolidated
financial statements.
Note 2--Summary of Significant Accounting Policies
Description of Business and Distribution Transaction: APW Ltd. is a leading
global provider of Technically Enabled Manufacturing Services ("TEMS"), focused
on designing and integrating large electronic products. APW Ltd. has the
capabilities to design and manufacture various subsystems for electronic
products, including enclosures, thermal management systems, backplanes, power
supplies, printed circuit board assemblies (PCBAs), and cabling, either as
integrated custom systems or as individual subsystems. In addition, we provide
a wide range of integration services to our customers, including product
design, supply chain management, manufacturing, assembly, testing and drop-ship
services. Our focus is large infrastructure solutions, such as wireless base
stations and switches, enterprise hardware 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 Ltd. was reorganized as a
Bermuda company.
39
Basis of Presentation: The consolidated financial statements have been
prepared in United States ("U.S.") Dollars in accordance with accounting
principles generally accepted in the United States of America. The presentation
of fiscal 2000 and 1999 assumes that the Electronics businesses of Applied
Power that were contributed to APW Ltd. in connection with the Distribution
were organized as a separate legal entity. Generally, only assets and
liabilities of the ongoing Applied Power Electronics business segment that were
transferred to APW Ltd. prior to the Distribution are included in the
Consolidated Balance Sheets. In addition, the fiscal 2000 and 1999 consolidated
financial statements of APW Ltd. include allocations of certain Applied Power
corporate assets, liabilities and expenses as discussed below.
The fiscal 2000 and 1999 financial statements assume that Applied Power had
provided certain general and administrative services to APW Ltd. including
administration, finance, legal, tax, treasury, information systems, corporate
communications and human resources prior to the Distribution. The cost for
these services has been allocated to APW Ltd. by Applied Power based upon a
formula that includes sales, operating profit, assets and headcount. Management
of APW Ltd. believes that the allocation of cost for these services is
reasonable. These allocations were $9.0 million and $7.4 million in 2000 and
1999, respectively. Since the Distribution, APW Ltd. has performed these
general and administrative services using its own resources or purchased
services and is responsible for the costs and associated expenses. Prior to the
Distribution, certain assets and liabilities related to the above general and
administrative services have been allocated by Applied Power to APW Ltd. on a
basis consistent with the related expenses.
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, through July 31, 2000, historical
amounts include debt and related interest expense allocated to APW Ltd. from
Applied Power based on the portion of Applied Power's investment in APW Ltd.,
which is deemed to be debt. This allocation has generally been based upon a
cash flow model which details the historical uses of debt proceeds by APW Ltd.
and the deemed debt repayments by APW Ltd. based on free cash flow. Management
believes that the allocation of corporate debt and related interest expense for
the historical periods is reasonable. In conjunction with the Distribution, the
consolidated debt of Applied Power was realigned between APW Ltd. and Applied
Power. Through an additional investment by Applied Power on July 31, 2000, a
certain portion of APW Ltd.'s outstanding debt was assumed by Applied Power.
The allocation methodologies followed in preparing the fiscal 2000 and 1999
consolidated financial statements may not necessarily reflect the results of
operations, cash flows, or financial position of APW Ltd. in the future, or
what the results would have been had APW Ltd. been a separate, independent
public entity for all periods presented.
Principles of Consolidation: The fiscal 2001 consolidated financial
statements include the accounts of APW Ltd. and its subsidiaries.The
consolidated fiscal 2000 and 1999 financial statements of APW Ltd. include the
accounts of the related Electronics businesses of Applied Power prior to the
Distribution and of APW Ltd. and its subsidiaries subsequent to the
Distribution. APW Ltd. consolidates companies in which it owns or controls more
than fifty percent of the voting shares. Investments in partially owned
affiliates are accounted for by the equity method when APW Ltd.'s interest
exceeds twenty percent. The results of companies acquired or disposed of during
the fiscal year are included in the consolidated statements from the effective
date of acquisition or until the date of disposal. All significant
interdivisional balances, transactions and profits have been eliminated in
consolidation.
Cash Equivalents: APW Ltd. considers all highly liquid investments with
original maturities of 90 days or less to be cash equivalents.
Inventories: Inventories are comprised of material, direct labor and
manufacturing overhead, and are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method for inventories.
Property, Plant and Equipment: Property, plant and equipment are stated at
cost. Plant and equipment are depreciated over the estimated useful lives of
the assets, ranging from two to thirty years, under the straight-line method
for financial reporting purposes and either the straight-line or regulatory
methods for income tax
40
purposes. Capital leases and leasehold improvements are amortized over the life
of the related asset or the life of the lease, whichever is shorter.
Expenditures for maintenance and repairs not expected to extend the useful life
of an asset beyond its normal useful life are expensed as incurred.
Goodwill and Other Intangible Assets: Goodwill is amortized on a
straight-line basis over periods of fifteen to forty years. Other intangible
assets, consisting primarily of purchased patents, trademarks, non-compete
agreements and customer lists, are amortized over periods from two to forty
years.
Long-Lived Assets: APW Ltd. assesses the impairment of long-lived assets
periodically in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of". APW Ltd. also
assesses the impairment of enterprise level goodwill periodically in accordance
with the provisions of Accounting Principles Board (APB) Opinion No. 17,
"Intangible Assets". An impairment review is performed whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors APW Ltd. considers important which could trigger an
impairment review include, but are not limited to, significant underperformance
relative to expected historical or projected future operating results,
significant changes in the manner of use of the acquired assets or the strategy
for APW Ltd.'s overall business, or significant negative industry or economic
trends. In determining whether an impairment of long-lived assets or goodwill
has occurred, APW Ltd. compares estimated undiscounted cash flows to the
related asset book value. When APW Ltd. determines that the carrying value of
long-lived assets exceeds estimated undiscounted cash flows, APW Ltd. measures
any impairment based on a projected discounted cash flow method using a
discount rate commensurate with the risk inherent in APW Ltd.'s current
business model.
Revenue Recognition: Revenue is recognized by the Company when all of the
following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred and ownership has transferred to the customer; the price
to the customer is fixed or determinable; and collectability is reasonably
assured. In December 1999, the Securities and Exchange Commission released
Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements". SAB 101 was effective for the Company in the fourth quarter of
fiscal 2001 and did not have a material effect on the Company's consolidated
financial statements.
Research and Development Costs: Research and development costs are expensed
as incurred. Such costs incurred in the development of new products or
significant improvements to existing products totaled approximately $5.1
million, $6.1 million and $5.7 million in fiscal 2001, 2000 and 1999,
respectively.
Financing Costs: Prior to the Distribution, net financing costs represent
APW Ltd.'s allocated portion of amounts incurred by Applied Power for interest
expense, financing fees, amortization of debt financing costs and accounts
receivable facility costs, net of interest and investment income earned. See
"Basis of Presentation" above for discussion of debt and interest allocation.
Subsequent to the Distribution, net financing costs represent APW Ltd.'s actual
amounts for interest expense, financing fees, amortization of debt financing
costs and accounts receivable facility costs, net of interest and investment
income earned.
Income Taxes: APW Ltd. uses the asset and liability method to record
deferred income tax assets and liabilities relating to the expected future
income tax consequences of transactions that have been recognized in APW Ltd.'s
financial statements. Under this method, deferred tax assets and liabilities
are determined based on the temporary differences between financial statement
carrying amounts and income tax bases of assets and liabilities using enacted
tax rates in effect in the years in which temporary differences are expected to
reverse. For further information, including discussion of the Tax Sharing and
Indemnification Agreement between APW Ltd. and Applied Power, see Note
11--"Income Taxes."
APW Ltd. is included in the consolidated U.S. income tax return of Applied
Power prior to the Distribution. Therefore, the provision for income taxes of
APW Ltd., through July 31, 2000, has been calculated as if APW Ltd. was a
stand-alone corporation filing a separate tax return.
41
Foreign Currency Translation: A significant portion of APW Ltd.'s sales,
income and cash flow is derived from its international operations. The
financial position and the results of operations of APW Ltd.'s foreign
operations are measured using the local or regional currency of the countries
in which they operate and are translated into U.S. dollars. Revenues and
expenses of foreign subsidiaries are translated into U.S. dollars at the
average exchange rate effective during the fiscal year. Although the effects of
foreign currency fluctuations are mitigated by the fact that expenses of
foreign subsidiaries are generally incurred in the same currencies in which the
sales are generated, the reported results of operations of APW Ltd.'s foreign
subsidiaries are affected by changes in foreign currency exchange rates and, as
compared to prior periods, will be higher or lower depending on the weakening
or strengthening of the U.S. dollar. In addition, a portion of APW Ltd.'s net
assets are based in its foreign subsidiaries and are translated into U.S.
dollars at the foreign currency rate in effect at the end of each period.
Accordingly, APW Ltd.'s equity and comprehensive income (loss) will fluctuate
depending upon the strengthening or weakening of the U.S. dollar versus other
currencies. Such currency translation amounts are included as part of the
balance of accumulated other comprehensive income (loss) in the accompanying
Consolidated Balance Sheets. Net gains (losses) resulting from foreign currency
transactions, included in "Other expense (income), net" in the Consolidated
Statements of Operations, amounted to ($2.1) million, ($3.4) million and $2.9
million for the years ended August 31, 2001, 2000 and 1999, respectively.
Foreign Currency Hedging and Derivative Financial Instruments: In June 1998,
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. APW Ltd. adopted SFAS No. 133, as amended, 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.
The Company enters into derivative contracts, primarily interest rate swap
contracts, to protect the Company from the effect of an increase in interest
rates. The Company designates its derivatives based upon the criteria
established by SFAS No. 133. For a derivative designated as a fair value hedge,
the derivative gain or loss is recognized in earnings in the period of change
together with the offsetting loss or gain on the hedged item. For a derivative
designated as a cash flow hedge, the effective portion of the derivative's gain
or loss due to a change in fair value is initially recorded as a component of
other comprehensive income (loss) and subsequently reclassified into earnings
when the hedged exposure affects earnings. For a derivative designated as a
hedge of a net investment in a foreign operation, the gain or loss is recorded
as a component of other comprehensive income (loss) as part of the cumulative
translation adjustment. For a derivative not designated as a hedging
instrument, the derivative gain or loss is recognized in earnings in the period
of change.
Fair Value of Financial Instruments: The fair value of APW Ltd.'s cash and
cash equivalents, accounts receivable, accounts payable, short-term borrowings
and long-term debt approximated book value as of August 31, 2001 and 2000 due
to their short-term nature or, in the instance of long-term debt, the fact that
the interest rates approximated year-end market rates of interest. The fair
value of debt instruments is calculated by discounting the cash flow of such
obligations using the market interest rates for similar instruments.
Earnings (Loss) Per Share: Subsequent to the Distribution, basic earnings
per share is calculated by dividing the net loss by the weighted average common
shares outstanding. Fiscal 2001 and 2000 diluted earnings per share exclude the
effect of options to purchase approximately 1.3 million and 1.7 million shares
of common stock, respectively, because they would be anti-dilutive due to the
net loss in the respective fiscal years.
Warrants to purchase approximately 2.1 million shares of common stock were
outstanding as of August 31, 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 for the year ended August 31, 2001.
42
Basic and diluted shares used to calculate earnings per share are the same
as the historical Applied Power basic shares outstanding for the period prior
to the Distribution. APW Ltd. used Applied Power basic shares outstanding for
the following reasons: i) upon the Distribution, each shareholder of Applied
Power common stock received an equivalent number of APW shares and; ii) there
was no potentially issuable common stock of APW Ltd. for the periods presented
prior to the Distribution.
The following table sets forth the computation of basic and diluted earnings
(loss) per share (fiscal 2001 and 2000 results include goodwill impairment,
restructuring and other charges, see Note 3--"Goodwill Impairment,
Restructuring and Other Charges");
(Dollars in thousands, except per share amounts):
As Restated
----------------------------
2001 2000 1999
Numerator: --------- -------- -------
Net earnings (loss) before extraordinary item................... $(236,527) $(21,286) $19,665
Extraordinary loss, net of tax.................................. -- (2,083) --
--------- -------- -------
Net earnings (loss) for basic and diluted earnings per share.... $(236,527) $(23,369) $19,665
========= ======== =======
Denominator:
Weighted average common shares outstanding for basic and diluted
earnings per share............................................ 39,664 39,077 38,825
--------- -------- -------
Basic and Diluted Earnings (Loss) Per Share:
Earnings (loss) per share before extraordinary item............. $ (5.96) $ (0.55) $ 0.51
Extraordinary loss, net of tax.................................. -- (0.05) --
--------- -------- -------
Earnings (loss) per share....................................... $ (5.96) $ (0.60) $ 0.51
========= ======== =======
Use of Estimates: The financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America,
which require management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses for the years
presented. They also affect the disclosure of contingencies. Actual results
could differ from those estimates and assumptions.
New Accounting Pronouncements: In June 2001, SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets" were
issued. The statements eliminate the pooling-of-interests method of accounting
for business combinations and require that goodwill and certain intangible
assets not be amortized. Instead, these assets will be reviewed for impairment
annually with any related losses recognized in earnings when incurred. SFAS No.
141 is effective for APW Ltd. as of July 31, 2001. SFAS No. 142 will be
effective for the Company on September 1, 2002 for existing goodwill and
intangible assets. The Company is currently evaluating the impact of SFAS No.
142.
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. SFAS No. 143 sets forth the financial accounting and reporting to
be followed for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a reasonable
estimate of fair value can be made. The associated asset retirement costs are
to be capitalized as part of the carrying amount of the long-lived asset.
Subsequently, the recorded liability will be accreted to its present value and
the capitalized costs will be depreciated. The Company is required to adopt
SFAS No. 143 on September 1, 2002. The Company is currently evaluating the
impact of SFAS No. 143.
In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" was issued. SFAS No. 144 modifies and expands the financial
accounting and reporting for the impairment or disposal of long-lived assets
other than goodwill, which is specifically addressed by SFAS No. 142. SFAS No.
144 maintains the requirement that an impairment loss be recognized for a
long-lived asset to be held and used if
43
its carrying value is not recoverable from its undiscounted cash flows, with
the recognized impairment being the difference between the carrying amount and
fair value of the asset. With respect to long-lived assets to be disposed of
other than by sale, SFAS No. 144 requires that the asset be considered held and
used until it is actually disposed of but requires that its depreciable life be
revised in accordance with APB Opinion No. 20, "Accounting Changes." SFAS No.
144 also requires that an impairment loss be recognized at the date a
long-lived asset is exchanged for a similar productive asset. The Company will
be required to adopt SFAS No. 144 on September 1, 2002. The Company is
currently evaluating the impact of SFAS No. 144.
Reclassifications: Certain prior year amounts have been reclassified to
conform with the fiscal 2001 presentation. Such reclassifications had no impact
on previously reported net earnings (loss).
Note 3--Goodwill Impairment, Restructuring and Other Charges
Fiscal 2001-
During fiscal 2001, APW Ltd. recognized pre-tax goodwill impairment,
restructuring and other charges totaling $225.0 million. The components of the
charges recorded during fiscal 2001 are as follows (dollars in millions):
Charges
-------
Facility closure costs:
Severance........................................................ $ 10.2
Lease exit costs................................................. 6.8
Equipment impairment............................................. 12.6
Other costs...................................................... 1.7
------
Total facility closure costs................................... 31.3
Goodwill impairment............................................... 166.9
Inventory and accounts receivable write-downs..................... 15.5
Investment write-off.............................................. 9.8
Credit facility amendment fees.................................... 1.5
------
Total pre-tax goodwill impairment, restructuring and other charges $225.0
======
Facility closure costs are recorded in the fiscal 2001 Consolidated
Statement of Operations as follows: 1) severance and lease exit costs totaling
$17.0 million are recorded as restructuring charges; 2) equipment impairment
charges of $12.6 million and other facility closure costs totaling $1.2 million
are recorded as cost of products sold; and 3) $0.5 million of other facility
closure costs are recorded as engineering, selling, and administrative costs.
Restructuring
In connection with the facility closure costs, management developed formal
plans to exit certain facilities and involuntarily terminate employees.
Management's plans to exit certain facilities included the identification of
duplicate manufacturing and sales facilities for closure and the transfer of
the related operations to other facilities. Management currently anticipates
that the facility closures and all related activities will be substantially
complete within one year of the commitment dates of the respective exit plans.
The following table summarizes the activity with respect to fiscal 2001
restructuring charges during fiscal 2001 (in millions, except employee data):
Severance Facilities Total
---------------- ---------- -------
Number
of
Employees Reserve Reserve Reserve
--------- ------- ---------- -------
Total reserve balance at August 31, 2000 -- $ -- $ -- $ --
Add: fiscal 2001charges................. 2,602 10.2 6.8 17.0
Less: fiscal 2001 utilization........... (2,315) (8.1) (1.6) (9.7)
------ ----- ----- -----
Ending balance at August 31, 2001....... 287 $ 2.1 $ 5.2 $ 7.3
====== ===== ===== =====
44
Goodwill and Equipment Impairment
In fiscal 2001, APW Ltd. performed an impairment assessment of long-lived
assets, which include property, plant and equipment, goodwill and other
intangible assets. The assessment was performed primarily due to a
deterioration of APW Ltd.'s operating results during fiscal 2001 and the
decision during fiscal 2001 to close certain facilities. As a result of the
assessment, APW Ltd. recorded a $166.9 million impairment charge to reduce the
carrying value of the goodwill and a $12.6 million impairment charge to reduce
the carrying value of equipment associated with closed facilities. The goodwill
impairment charge is recorded as a component of amortization of intangible
assets in the fiscal 2001 Consolidated Statement of Operations. The equipment
impairment charge is recorded as cost of products sold in the fiscal 2001
Consolidated Statement of Operations. Each charge was measured, in accordance
with the provisions of SFAS No. 121, based upon APW Ltd.'s estimated discounted
cash flows. The assumptions supporting these cash flows were determined using
APW Ltd.'s best estimates. The remaining long-lived assets will continue to be
depreciated and amortized over their remaining useful lives, which management
considers appropriate.
Other charges
During fiscal 2001, APW Ltd. recorded write-downs of inventory and accounts
receivable totaling $15.5 million, primarily as a result of the broad based
slow down in the technology sector during 2001. Inventory write-downs of $13
million are recorded as cost of products sold in the fiscal 2001 Consolidated
Statement of Operations and primarily relate to customer program modifications
resulting in excess components. Accounts receivable write-downs of $2.5 million
are recorded as an engineering, selling and administrative expense in the
fiscal 2001 Consolidated Statement of Operations and relate to accounts
receivables that were deemed uncollectable.
During fiscal 2001, APW Ltd. wrote-off a $9.8 million investment assumed
through a prior acquisition that became impaired. The write-off is recorded as
a component of engineering, selling and administrative expense in the fiscal
2001 Consolidated Statement of Operations.
In connection with the amendment of the Company's credit facilities, the
Company incurred $1.5 million of fees, of which $0.7 million was recorded as an
operating expense and $0.8 million was recorded as a financing cost.
Fiscal 2000-
Other charges
During fiscal 2000, Applied Power allocated to APW Ltd. a total of $6.5
million of fees and expenses associated with the Distribution transaction and
organizing APW Ltd. into a Bermuda company. Those fees and expenses were for
legal, accounting, tax and investment banking services incurred and are
classified under the caption "Corporate Reorganization Expenses" in the fiscal
2000 Consolidated Statement of Operations. In fiscal 2000, APW Ltd. incurred a
foreign currency loss of $3.3 million associated with Euro forward contracts.
This loss is recorded in the fiscal 2000 Consolidated Statement of Operations,
under the caption "Other expense (income) - net". Also, in fiscal 2000, a $40.0
million income tax provision was recorded as a result of APW Ltd. reorganizing
as a Bermuda company. This charge is recorded in the fiscal 2000 Consolidated
Statement of Operations, under the caption "Income tax expense". In fiscal
2000, a subsidiary of APW Ltd. paid a $3.3 million make-whole premium for the
early retirement of debt in anticipation of the Distribution transaction. This
charge is recorded in the fiscal 2000 Consolidated Statement of Operations as
an extraordinary loss, net of the $1.2 million tax benefit.
Note 4--Acquisitions and Divestiture
Fiscal 2001-
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
45
$19.0 million, including fees and expenses, with future consideration becoming
payable during fiscal 2002 of $2.5 million to $5.5 million, depending 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 Consolidated Statement of Operations from the acquisition
date. Due to the immaterial impact of the transaction, pro forma financial
information has not been presented. Allocations of the purchase price resulted
in approximately $12.1 million of goodwill, to be amortized over 20 years
(consistent with APW Ltd. acquisitions of this size and nature), and is subject
to adjustment for any future consideration in excess of the minimum $2.5
million earn-out. As a result of the long-lived asset impairment assessment APW
Ltd. performed (see Note 3 - "Goodwill Impairment, Restructuring and Other
Charges"), the goodwill associated with the acquisition of IMB was fully
amortized during fiscal 2001.
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 in the event Mayville's 2001 calendar
year net sales do not attain targeted sales. The contingently returnable shares
are not included in the aforementioned purchase price as of August 31, 2001 nor
are those shares used to calculate loss per share for fiscal 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 Consolidated
Statement of Operations from the acquisition date. Allocations of the purchase
price resulted in approximately $208.6 million of goodwill and other
intangibles, to be amortized over periods not to exceed 40 years (consistent
with APW Ltd. acquisitions of this size and nature), and are subject to
adjustment for any earn-out.
The following unaudited pro forma data summarizes the results of operations
for the periods indicated as if the acquisition of Mayville had been completed
on September 1, 2000 and 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, amortization, and income taxes. These unaudited 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
1999 or that may be obtained in the future (in millions, except per share data):
(Unaudited)
Year ended August 31,
--------------------
As Restated
--------------------
2001 2000
-------- --------
Net sales......................... $1,347.0 $1,393.0
Net loss before extraordinary item (243.6) (26.4)
Net loss.......................... (243.6) (28.5)
Basic and diluted loss per share.. $ (6.13) $ (0.66)
Divestiture
On November 20, 2000, APW Ltd. completed the sale of a subsidiary for a net
$1.7 million, which resulted in a net loss of $2.7 million.
46
Fiscal 2000-
Acquisitions
On January 28, 2000, the Company, through a wholly owned subsidiary,
acquired all of the outstanding stock of Metalade of Pennsylvania Inc.
("Metalade"). Metalade specializes in metal fabrication relating to electronics
enclosures. The initial purchase price totaled $8.7 million, including fees and
expenses. APW Ltd. paid the seller $1.4 million during fiscal 2001 based on the
attainment of targeted sales levels. Future consideration, not to exceed $3.6
million, is payable based on the attainment of targeted sales levels. The
acquisition was funded by borrowings under Applied Power credit facilities. The
acquisition has been accounted for using the purchase method and the results of
operations of the acquired company are included in the Consolidated Statements
of Operations from the acquisition date. Due to the immaterial impact of the
transaction, pro forma financial information has not been presented.
Allocations of the purchase price resulted in approximately $8.1 million in
goodwill, which is being amortized over 20 years (consistent with APW Ltd.
acquisitions of this size and nature). As a result of the long-lived asset
impairment assessment APW Ltd. performed (see Note 3 - "Goodwill Impairment,
Restructuring and Other Charges"), the goodwill associated with the acquisition
of Metalade was fully amortized during fiscal 2001.
On April 1, 2000, the Company, through a wholly owned subsidiary, acquired
all of the outstanding stock of Malcoe Enclosures Limited ("Malcoe"). Malcoe
specializes in the design and manufacture of shelters, large walk-in enclosures
generally used to house telecom equipment. The purchase price totaled $1.6
million, including fees and expenses. The acquisition was funded by borrowings
under Applied Power credit facilities. The acquisition has been accounted for
using the purchase method and the results of operations of the acquired company
are included in the Consolidated Statements of Operations from the acquisition
date. Due to the immaterial impact of the transaction, pro forma financial
information has not been presented. Allocations of the purchase price resulted
in approximately $1.4 million in goodwill, which is being amortized over 20
years (consistent with APW Ltd. acquisitions of this size and nature). As a
result of the long-lived asset impairment assessment APW Ltd. performed (see
Note 3--"Goodwill Impairment, Restructuring and Other Changes"), the goodwill
associated with the acquisition of Malcoe was fully amortized during fiscal
2001.
Fiscal 1999-
Acquisitions
On September 29, 1998, APW Ltd., through its wholly owned subsidiary, APW
Enclosure Systems Limited, accepted for payment all shares of Rubicon Group plc
("Rubicon") common stock which had been tendered pursuant to the APW Enclosure
Systems Limited tender offer (with a guaranteed loan note alternative) for all
outstanding shares of common stock at 2.35 pounds sterling per share and all
outstanding cumulative preferred shares at 0.50 pounds sterling per share. The
tendered common shares accepted for payment exceeded 90% of the outstanding
common shares on October 8, 1998, and APW Enclosure Systems Limited invoked
Section 429 of the UK Companies Act of 1985, as amended, to acquire the
remaining outstanding common shares of Rubicon. APW Enclosure Systems Limited
now owns all of the common shares of Rubicon. Rubicon is a leading provider of
electronic manufacturing services and engineered magnetic solutions to major
OEMs in the information technology and telecommunication industries. Cash paid
for Rubicon totaled $371.5 million, with the purchase price allocation
resulting in $340.6 million of goodwill, which is being amortized over 40 years
(consistent with APW Ltd. acquisitions of this size and nature). Funds for the
acquisition were provided through Applied Power's revolving credit facility.
The acquisition was recorded using the purchase method of accounting. The
operating results of Rubicon subsequent to September 29, 1998 are included in
the Consolidated Statements of Operations. As a result of the long-lived asset
impairment assessment APW Ltd. performed (see Note 3--"Goodwill Impairment,
Restructuring and Other Charges"), $17.5 million of goodwill associated with an
acquired facility was fully amortized during fiscal 2001.
47
The following 1999 unaudited pro forma data summarizes the results of
operations as if the acquisition of Rubicon had been completed on September 1,
1998, the beginning of APW Ltd.'s 1999 fiscal year. The pro forma data give
effect to actual operating results prior to the acquisition date and
appropriate adjustments to interest expense, goodwill amortization and income
tax expense. These unaudited pro forma amounts do not purport to be indicative
of the results that would have actually been obtained if the acquisition had
occurred on the date indicated above or that may be obtained in the future (in
millions, except per share data):
(Unaudited)
Year Ended
August 31,
1999
-----------
As Restated
-----------
Net sales............................. $1,080.0
Net earnings before extraordinary item 18.7
Net earnings.......................... 18.7
Basic and diluted earnings per share.. $ 0.48
In June 1999, APW Ltd., through a wholly owned subsidiary, acquired all of
the outstanding stock of Innovative Metal Fabrication, Inc. ("Innovative").
Innovative designs and manufactures technical environments used in electronic
assembly operations, as well as electronic gaming enclosures, in Grass Valley,
CA and Austin, TX. In May 1999, APW Ltd. also acquired certain assets of
Connector Technology, Inc. ("CTI") of Anaheim, CA. CTI manufactures custom
backplanes. The purchase price of the combined Innovative and CTI acquisitions
totaled approximately $13.0 million, including fees and expenses, and was
funded by borrowings under existing Applied Power credit facilities. Both
acquisitions have been accounted for using the purchase method and the results
of operations of the acquired companies are included in the Consolidated
Statements of Operations from their respective acquisition dates. Allocations
of the purchase price resulted in approximately $8.9 million of goodwill, which
is being amortized over lives ranging from 20 to 40 years (consistent with APW
Ltd. acquisitions of these sizes and nature). As a result of the long-lived
asset impairment assessment APW Ltd. performed (see Note 3--"Goodwill
Impairment, Restructuring and Other Charges"), $8.3 million of goodwill
associated with the Innovative acquisiton was fully amortized during fiscal
2001.
Note 5--Inventories
Inventories consisted of (dollars in thousands):
August 31,
------------------
As Restated
------------------
2001 2000
-------- --------
Raw material............ $ 73,427 $ 98,109
Work-in-progress........ 31,945 38,185
Finished goods.......... 39,591 30,437
-------- --------
Total inventories, gross 144,963 166,731
Less: inventory reserves (14,026) (11,350)
-------- --------
Total inventories.... $130,937 $155,381
======== ========
Note 6--Accounts Receivable Facility
As part of the Distribution (See Note 2--"Summary of Significant Accounting
Policies"), APW Ltd. assumed Applied Power's $150.0 million off-balance sheet
accounts receivable facility program. On April 4, 2001, the accounts receivable
facility (the "receivables facility") was amended to decrease the amount
available from $150.0 million to $80.0 million. The receivables facility was
further amended on May 15, 2001 to extend the agreement to May 14, 2002. At
August 31, 2001, $58.0 million of receivable interests were sold under this
facility.
48
Under the terms of the receivables facility, APW Ltd. and certain
subsidiaries (collectively, "Originators") sell trade accounts receivable to
Applied Power Credit Corporation ("APCC"), a wholly-owned, limited purpose
subsidiary of the Company. APCC is a separate corporate entity that sells
participating interests in its pool of accounts receivable to financial
institutions ("Purchasers"). The Purchasers, in turn, receive an ownership and
security interest in the pool of receivables. Participation interests in new
receivables generated by the Originators are purchased by APCC and resold to
the Purchasers as collections reduce previously sold participation interests.
The accounts receivable sold to Purchasers are reflected as a reduction of
receivables in the Consolidated Balance Sheets. APCC has no risk of credit loss
on such receivables as they are sold without recourse. The Company retains
collection and administrative responsibilities on the participation interests
sold as servicer for APCC and the Purchasers.
At August 31, 2001 and 2000, APW Ltd. accounts receivable were reduced by
$58.0 million and $78.9 million, respectively, representing receivable
interests sold under this program. Sales of trade receivables are reflected as
a reduction of accounts receivable in the accompanying Consolidated Balance
Sheets and the proceeds received, which are used to reduce debt, are included
in cash flows from financing activities in the accompanying Consolidated
Statements of Cash Flows.
APW Ltd. recorded discounts on the accounts receivable sold totaling $5.6
million, $7.6 million and $4.6 million for the fiscal years ended August 31,
2001, 2000 and 1999, respectively, which are included in net financing costs in
the accompanying Consolidated Statements of Operations.
Note 7--Leases
APW Ltd. leases certain facilities, computers, equipment and vehicles under
various lease agreements generally over periods of one to twenty years. Under
most arrangements, APW Ltd. pays the property taxes, insurance, maintenance and
expenses related to the leased property. Many of the leases include provisions
which enable APW Ltd. to renew the lease based upon the fair values on the date
of expiration of the initial lease.
Future obligations on non-cancelable operating leases in effect at August
31, 2001 are: $36.9 million in fiscal 2002; $26.3 million in fiscal 2003; $21.5
million in fiscal 2004; $18.3 million in fiscal 2005; $14.1 million in fiscal
2006 and $122.7 million thereafter.
Total rental expense under operating leases was $27.3 million, $17.4 million
and $17.1 million in fiscal 2001, 2000 and 1999, respectively.
Note 8 --Debt Financing
(Dollars in thousands):
August 31,
-----------------
As Restated (2001)
-----------------
2001 2000
-------- --------
Borrowings under:
Revolving Multi-Currency Credit Agreement.. $535,467 $135,000
Commercial paper........................... -- 51,152
Floating rate unsecured loan notes......... 21,196 23,534
U.K. revolving credit agreement............ 57,986 24,970
Other...................................... 6,800 1,714
-------- --------
621,449 236,370
Less short-term borrowings................. 603,353 --
-------- --------
Long-term borrowings..................... $ 18,096 $236,370
======== ========
49
As a result of the restatement for the year ended August 31, 2001, the
Company believes that it would have been in default of certain debt covenants
as of August 31, 2001, unless the Company had obtained waivers or further
amendments to its debt covenants in connection with the September 27, 2001 or
December 13, 2001 amendments (see Note 17-"Subsequent Events, Liquidity and
Management's Plans"). Accordingly, the Company has classified borrowings under
the Revolving Multi-Currency Credit Agreement and the U.K. Facility Agreement
as a current liability as of August 31, 2001 in the restated consolidated
financial statements.
Prior to the Distribution, general borrowings allocated from Applied Power
were determined based on a model that allocated Applied Power's debt proceeds
on a where incurred basis and allocated Applied Power's net debt paydowns based
on APW Ltd's free cash flow. The debt allocated to APW Ltd. from Applied Power
includes portions of balances outstanding under Applied Power's Multi-Currency
Revolving Credit Agreement, Applied Power's $200 million senior subordinated
notes due 2009, Applied Power's commercial paper program and other general
debt. Under Applied Power, these debt instruments were held centrally, and as
such, debt from these specific instruments was not historically allocated. See
Note 2--"Summary of Significant Accounting Policies--Basis of Presentation" for
further discussion of Applied Power debt allocation.
In conjunction with the Distribution, the consolidated debt of Applied Power
was realigned between APW Ltd. and Applied Power. Through an additional
investment by Applied Power on July 31, 2000, a certain portion of allocated
APW Ltd. debt was assumed by Applied Power.
On August 1, 2000, as part of the Distribution, APW Ltd. entered into a
3-year, $600.0 million revolving credit facility that matures on July 31, 2003.
On May 15, 2001, APW Ltd. amended its credit facilities, including its
Multi-Currency Credit Agreement and U.K. Facility Agreement. The amended
Multi-Currency Credit Agreement continues with its original expiration date of
July 31, 2003. The amendment resulted in increased interest spreads, new
financial covenant tests, the pledging of substantially all the Company's and
its subsidiaries' assets as collateral under the credit facilities and the
issuance of common stock warrants of 5% of the common stock (see further
discussion below). The amended Multi-Currency Credit Agreement has a facility
limit of $570.0 million, of which $34.5 million was available as of August 31,
2001. This facility is used to finance working capital, capital expenditures
and other general corporate requirements. Under the amended Multi-Currency
Credit Agreement, the Company can borrow at a fixed rate of LIBOR plus 3.500%
annually. As of August 31, 2001, based upon APW Ltd.'s current total
borrowings, the weighted average interest rate was 7.206%. A non-use fee
computed at the rate of 0.500% is payable quarterly on the average unused
portion under the amended Multi-Currency Credit Agreement. This amended
Multi-Currency Credit Agreement contains restrictions concerning permitted
investments, permitted liens on assets and the sale of assets.
On May 15, 2001, the Company issued warrants to purchase a total of 2.1
million shares of the Company's common stock to various lenders in connection
with the signing of the amended Multi-Currency Credit Agreement. The warrants
are exercisable at any time during the period from September 1, 2002 through
May 15, 2006, at an exercise price of $8.40 per share, although under certain
limited circumstances the exercise date may be accelerated. The issuance of
warrants did not generate any proceeds and no underwriter was involved in the
issuance of warrants. The warrants were valued at $4.8 million, are recorded as
a deferred financing cost at August 31, 2001, and are being amortized using the
effective interest method through July 31, 2003.
During the fiscal 2001 third quarter, the Company ceased issuing commercial
paper and commenced the redemption of all outstanding commercial paper on the
original maturity dates. As of August 31, 2001, the Company has redeemed all
outstanding commercial paper. Commercial paper outstanding at August 31, 2000
totaled $51.2 million, net of discount, and carried an average interest rate of
6.9%.
The floating rate unsecured loan notes were entered into by APW Ltd. as a
result of its acquisitions of VERO and Rubicon. The notes were exchanged with
individual shareholders of VERO and Rubicon, at their option, in lieu of
receiving cash payment for their tendered shares. The notes carry an interest
rate of LIBOR minus 0.50% (5.0% at August 31, 2001) and can be redeemed at the
option of the note holder on various dates through 2008.
50
The U.K. Revolving Credit Agreement was entered into by VERO in April 1998,
prior to the acquisition of VERO by APW Ltd. and was amended on May 15, 2001 in
conjunction with amending the Multi-Currency Credit Agreement. The amended U.K.
Revolving Credit Agreement, providing for 52.2 million British Pounds Sterling
in borrowings, is also used by the Company to finance working capital, capital
expenditures and other general corporate purposes. As of August 31, 2001, based
upon APW Ltd.'s current total borrowings, the weighted average interest rate
was 8.230%. This agreement expires on July 31, 2003. As of August 31, 2001,
$17.9 million was available for borrowing. Similar to the amended
Multi-Currency Credit Agreement, the amended U.K. Revolving Credit Agreement
includes restrictions concerning investments, liens on assets and sale of
assets.
Subsequent to August 31, 2001, the Multi-Currency Credit Agreement, U.K.
Revolving Credit Agreement and the Accounts Receivable Facility were amended.
See Note 17--"Subsequent Events, Liquidity and Management's Plans."
Cash paid for interest was $42.3 million during fiscal 2001. Cash paid for
interest from the date of the Distribution through August 31, 2001 was not
material. Prior to the Distribution, all interest payments were made by Applied
Power.
As of August 31, 2000, the Company also had other borrowings outstanding of
approximately $6.8 million, principally through certain international
subsidiaries.
Aggregate Maturities: Long-term debt principal outstanding at August 31,
2001 is payable as follows: $603.4 million in fiscal 2002; $4.6 million in
fiscal 2003; none in fiscal 2004; none in fiscal 2005; none in fiscal 2006 and
$13.4 million thereafter.
Derivative Financial Instruments: As part of its interest rate management
program, the Company periodically enters into interest rate swap agreements
with respect to portions of its outstanding debt. The purpose of these swaps is
to protect the Company from the effect of an increase in interest rates. The
interest rate swap agreements in place at August 31, 2001 effectively convert
$66.5 million of the Company's variable rate debt to a weighted average fixed
rate of 8.8%. The swap agreements expire on varying dates through 2006. The
fair value of the Company's interest rate swap agreements was a liability of
$2.4 million at August 31, 2001 and an asset of $0.2 million at August 31, 2000.
Note 9--Stock Option Plans
Certain employees of APW Ltd. participated in stock option plans sponsored
by Applied Power and had stock options outstanding under Applied Power's 1990
Stock Plan and 1996 Stock Plan, and ZERO's 1994 Stock Plan. No further options
may be granted under Applied Power's 1990 Stock Plan, 1996 Stock Plan and
ZERO's 1994 Stock Plan, although the liability associated with the options
previously issued and outstanding was assumed by APW Ltd. as part of the
Distribution. The outstanding options were converted to options to purchase APW
Ltd. common stock at comparable aggregate intrinsic values based on the closing
share price of APW Ltd. common stock on the Distribution date. These options
remain exercisable pursuant to the provisions of the original plans. Options
granted under Applied Power's plans generally have a maximum term of ten years
and an exercise price equal to 100% of the fair market value of a share of
Applied Power's common stock at the date of grant. Options generally vest 50%
after two years and 100% after five years. Options granted under ZERO's plans
have an exercise price not less than the fair market value of ZERO common stock
on the date of grant. In addition, ZERO's options were granted with terms of
five to eight years and become exercisable in annual installments (generally
one-third of the total grant) commencing one year from the date of grant, on a
cumulative basis.
On July 19, 2000, as part of the Distribution, APW Ltd. adopted the APW Ltd.
2000 Stock Option Plan (the "2000 Plan") which provides for the issuance of
non-qualified stock options to officers and key employees of the Company. Under
the terms of the 2000 Plan, options to purchase 2.2 million shares of common
stock were reserved, are granted at not less than the fair market value (fiscal
2000 grant price was closing price of APW Ltd. Class A common stock on the
Distribution date) and will vest in seven years following the date of grant if
the individual is still employed by APW Ltd.
51
On January 16, 2001, APW Ltd. adopted the APW Ltd. 2001 Stock Option Plan
(the "2001 Plan") which provides for the issuance of non-qualified stock
options to officers and key employees of the Company. Under the terms of the
2001 Plan, options to purchase 2.0 million shares of common stock were reserved
for issuance, are granted at not less than the fair market value, become 50%
exercisable after two years and 100% exercisable after 5 years, and expire
after 10 years.
Under the terms of the APW Ltd. 2000 Outside Directors Stock Plan (the "2000
Directors Plan"), each non-employee director receives an option grant each year
to purchase shares of common stock. There is no discretion as to the amount or
timing of options to be granted, which are fixed by the terms of the 2000
Directors Plan. The exercise price at which shares may be purchased under each
option is equal to the fair market value of the shares on the date of the
grant. Under the terms of the 2000 Directors Plan, options to purchase 0.2
million shares of common stock were reserved for issuance. Options are not
exercisable until eleven months after the date of grant and then become fully
exercisable, in whole or in part, at any time prior to their expiration or
termination. Unless earlier exercised or terminated, the expiration date of
each option granted under the 2000 Directors Plan is ten years and one day
after the date of grant.
The following table summarizes the APW Ltd. stock option activity for fiscal
2000 and 2001:
Weighted
average
Number of exercise
shares price
---------- --------
Outstanding, August 31, 1999............ -- --
Options issued with the Distribution (a) 2,707,499 $17.9079
Options granted during the period....... 2,248,000 36.3750
Options exercised....................... (455,746) 8.8276
Options cancelled....................... (5,778) 28.6313
---------- --------
Outstanding, August 31, 2000............ 4,493,975 28.0527
Options granted during the period....... 1,590,400 17.0220
Options exercised....................... (188,591) 9.5324
Options cancelled....................... (1,906,879) 31.6283
---------- --------
Outstanding, August 31, 2001............ 3,988,905 22.8130
---------- --------
Exercisable, August 31, 2001............ 1,023,861 $15.5728
========== ========
- --------
(a) Reflects options issued in connection with the Distribution as a result of
converting certain options to purchase Applied Power Inc. common stock into
options to purchase APW Ltd. common stock at comparable aggregate intrinsic
values based on the closing share price of APW Ltd. common stock on the
Distribution date.
The following table summarizes the range of exercise prices for stock
options outstanding and exercisable at August 31, 2001:
Weighted Number of
average Weighted stock Weighted
Outstanding remaining average options average
Range of exercise prices stock options life exercise price exercisable exercise price
- ------------------------ ------------- --------- -------------- ----------- --------------
$ 7.2115--$ 8.9650... 1,126,729 7.73 $ 8.2862 266,229 $ 7.2528
$ 9.1250--$26.1346... 1,057,384 5.86 18.3153 635,472 16.2372
$27.1443--$34.7598... 543,442 7.50 28.4559 122,160 30.2480
$36.3750--$45.9688... 1,261,350 8.97 37.1286 -- --
--------------------- --------- ---- -------- --------- --------
$ 7.2115--$45.9688... 3,988,905 7.59 $22.8130 1,023,861 $15.5728
--------------------- --------- ---- -------- --------- --------
52
APW Ltd. applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
employee and Director stock option plans. Accordingly, no compensation expense
has been recognized by APW Ltd. for its stock-based compensation plans. If APW
Ltd. had accounted for these stock options issued to APW Ltd. employees and
Directors in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation," APW Ltd.'s net earnings and basic and diluted earnings per share
would have been as follows (in thousands, except per share data):
As Restated
-------------------
2001 2000
--------- --------
Net loss
As reported.............................. $(236,527) $(23,369)
SFAS No. 123 pro forma................... (241,813) (26,286)
Loss per share
Basic and diluted as reported............ $ (5.96) $ (0.60)
Basic and diluted SFAS No. 123 pro forma. (6.10) (0.66)
The pro forma effects of applying SFAS No. 123 may not be representative of
the effects on reported net income for future years since options vest over
several years and additional awards are made each year.
The fair value of APW Ltd. employee and Director stock options used to
compute pro forma net earnings disclosures is the estimated present value at
grant date using the Black-Scholes option-pricing model. The weighted average
fair values per share of APW Ltd. options granted in fiscal 2001 and 2000 were
$15.49 and $22.02, respectively. The following weighted average assumptions
were used in completing the model:
2001 2000
---------- ----------
Dividend yield.......... 0.00% 0.00%
Expected volatility..... 104.55% 55.39%
Risk-free rate of return 6.65% 5.99%
Expected life........... 8.81 years 7.46 years
53
Note 10--Employee Benefit Plans
Defined Benefit Pension Plan: APW Ltd. provides defined benefit pension
benefits to certain United Kingdom employees. The following tables provide a
reconciliation of benefit obligations, plan assets, funded status and net
periodic benefit cost for those plans (dollars in thousands):
Pension Benefits
------------------
2001 2000
-------- --------
Change in benefit obligation--
Benefit obligation at beginning of year........ $ 59,359 $ 63,675
Service cost................................... 1,937 2,818
Interest cost.................................. 4,092 3,756
Translation difference......................... 236 (6,440)
Employee contributions......................... 1,140 1,101
Actuarial (gain) loss.......................... 3,145 (4,016)
Benefits paid.................................. (1,931) (1,535)
-------- --------
Benefit obligation at end of year................. $ 67,978 $ 59,359
======== ========
Change in plan assets--
Fair value of plan assets at beginning of year. $ 49,214 $ 46,759
Actual return on plan assets................... (7,450) 5,793
APW Ltd. contributions......................... 2,358 2,291
Employee contributions......................... 1,140 1,101
Translation difference......................... 90 (5,195)
Benefits paid from plan assets................. (1,931) (1,535)
-------- --------
Fair value of plan assets at end of year.......... $ 43,421 $ 49,214
======== ========
Funded status of the plans........................ $(24,557) $(10,145)
Unrecognized net (gain) loss...................... 14,736 (135)
-------- --------
Accrued benefit cost.............................. $ (9,821) $(10,280)
======== ========
Weighted-average assumptions as of August 31--
Discount rate..................................... 6.00% 6.70%
Expected return on plan assets.................... 7.50% 8.25%
Rate of compensation increase..................... 4.00% 4.00%
2001 2000 1999
------- ------- -------
Components of net periodic benefit cost--
Service cost............................. $ 3,008 $ 3,962 $ 3,569
Employee contributions................... (1,070) (1,144) (1,071)
Interest cost............................ 4,092 3,756 3,315
Expected return on assets................ (4,112) (3,814) (3,189)
Other.................................... (44) -- --
------- ------- -------
Benefit cost............................. $ 1,874 $ 2,760 $ 2,624
======= ======= =======
The above pension benefits consist of two plans. The assets of the plans are
held in a separately administered trust and contributions are determined based
on triennial actuarial valuations using the projected unit credit funding
method.
Defined Contribution Benefit Plans: Substantially all of APW Ltd.'s
full-time U.S. employees have been eligible to participate in a qualified
401(k) plan under the APW Ltd. 401(k) Plan. Under the provisions of the 401(k)
Plan to fund employer contributions, the plan administrator acquires shares of
APW Ltd. common stock
54
on the open market and allocates such shares to accounts set aside for APW Ltd.
employees' retirements. APW Ltd.'s core contributions generally equal 3% of
each employee's annual cash compensation, subject to IRS limitations.
Additionally, employees generally may contribute up to 19% of their pre-tax
base compensation. APW Ltd. also matches approximately 25% of each employee's
contribution up to the participant's first 6% of earnings.
During the years ended August 31, 2001, 2000 and 1999, expenses related to
the above defined contribution plan were approximately $6.6 million, $7.9
million and $5.3 million, respectively.
Non-U.S. Benefit Plans: APW Ltd. contributes to a number of retirement
programs for employees outside the U.S. Pension expense under these programs
amounted to approximately $1.3 million, $1.8 million and $1.9 million in fiscal
2001, 2000 and 1999, respectively. As these plans are not significant, APW Ltd.
does not determine the actuarial value of accumulated plan benefits or net
assets available for benefits.
Note 11--Income Taxes
Income tax expense (benefit) consists of the following (dollars in
thousands):
As Restated
--------------------------
2001 2000 1999
-------- ------- -------
Current:
Federal.... $ (3,618) $47,582 $(3,441)
Foreign.... 769 4,969 9,281
State...... (256) 4,127 394
-------- ------- -------
Subtotals...... (3,105) 56,678 6,234
-------- ------- -------
Deferred:
Federal.... (13,502) (2,475) 5,276
Foreign.... (8,321) (215) (1,328)
State...... (776) (393) 701
-------- ------- -------
Subtotals...... (22,599) (3,083) 4,649
-------- ------- -------
Totals......... $(25,704) $53,595 $10,883
======== ======= =======
Income tax expense differs from the amounts computed by applying the U.S.
federal income tax rate to earnings before income tax expense. A reconciliation
of income taxes at the U.S. statutory rate to the effective tax rate follows:
As Restated
-------------------
% of Pre-tax Earnings
-------------------
2001 2000 1999
----- ----- -----
United States federal statutory rate................... 35.0% 35.0% 35.0%
State income taxes, net of United States federal effect 0.3 2.7 2.5
Non-deductible amortization and other expenses......... (20.4) 16.8 14.8
Cost of reorganization as a Bermuda company............ -- 123.7 --
Net effects of foreign tax rates and credits........... (3.9) (9.0) (16.8)
Other items............................................ (1.2) (3.3) 0.1
----- ----- -----
Effective tax rate..................................... 9.8% 165.9% 35.6%
===== ===== =====
As reflected in the above table, the effective tax rate for fiscal 2001 was
significantly impacted by the goodwill impairment charge recorded in the fourth
fiscal quarter. Most of the goodwill which was written-down was not deductible
for tax purposes.
55
Temporary differences and carryforwards which gave rise to the deferred tax
assets and liabilities included the following items (dollars in thousands):
August 31,
----------------
2001 2000
------- -------
Deferred income tax assets:
Operating loss and state tax credit carryforwards. $33,021 $ 2,861
Compensation and other employee benefits.......... 8,980 8,294
Inventory items................................... 2,333 2,609
Restructuring expenses............................ 4,506 2,351
Deferred income................................... 2,828 2,499
Book reserves and other items..................... 6,384 4,568
------- -------
Total deferred assets......................... 58,052 23,182
Valuation allowance............................... (9,784) (2,861)
------- -------
Net deferred income tax assets................ 48,268 20,321
------- -------
Depreciation and amortization..................... 20,177 17,117
Inventory items................................... 168 413
Other items....................................... -- 336
------- -------
Net deferred income tax liabilities........... 20,345 17,866
------- -------
Net deferred income taxes............................ $27,923 $ 2,455
======= =======
The valuation allowance represents a reserve for certain non-U.S. and U.S.
federal and state operating loss carryforwards for which utilization is
uncertain. The increase in the valuation allowance represents the current year
increase in such loss carryforwards. The majority of the non-U.S. losses may be
carried forward indefinitely. The U.S. federal and state loss carryforwards
expire in various years through 2021.
Realization of the net deferred tax assets of $27.9 million, reflecting the
net benefit of $23.2 million in loss carryforwards, is dependent on generating
sufficient taxable income prior to the expiration of the loss carryforwards.
Although realization is not assured, management believes it is more likely than
not that the net deferred tax assets will be realized. The amount of the net
deferred tax assets considered realizable, however, could be reduced in future
periods if estimates of future taxable income during the carryforward period
are reduced.
APW Ltd. has agreed to indemnify Applied Power against certain tax
liabilities arising from the reorganization leading up to the Distribution. The
reorganization, including the merger and APW Ltd.'s continuation as a Bermuda
company, involves taxable transactions. APW Ltd. recorded a $40.0 million
income tax provision in fiscal 2000 as a result of the reorganizing as a
Bermuda company. Under a tax sharing agreement the Company entered into with
Applied Power, the Company will be responsible for federal and state income
taxes resulting from the reorganization transactions. As a result, the Company
will bear the risk of any audit adjustments by the IRS or other taxing
authorities challenging the reporting of the reorganization transactions.
Earnings (losses) from continuing operations before income taxes from
non-U.S. operations were ($176.8) million, $8.1 million and $25.9 million for
2001, 2000 and 1999, respectively. Income taxes paid during fiscal 2001 were
$44.5 million, which includes a $30.0 million payment to Actuant under the Tax
Sharing Agreement. APW Ltd. did not pay any income taxes from the Distribution
date through August 31, 2000. Prior to the Distribution, Applied Power paid all
income taxes on behalf of the businesses that comprise APW Ltd. and its
subsidiaries.
Note 12--Equity
On July 7, 2000, Applied Power's board of directors approved the
Distribution of its Electronics businesses. The distribution occurred on July
31, 2000, with shareholders of Applied Power Inc. common stock receiving one
share of APW Ltd. common stock for every Applied Power Inc. share owned as of
the July 21, 2000 record date.
56
APW Ltd. was formed as an indirect wholly owned subsidiary of Applied Power
through a continuation of an existing corporation (previously named Wright
Line, Inc. and now named APW Ltd.) in Bermuda. As a result, APW Ltd. became a
Bermuda corporation and at such time issued 1.2 million shares of common stock
owned indirectly by Applied Power Inc. In connection with the Distribution, APW
Ltd. issued additional shares of common stock totaling 37,997,135 which were
held indirectly by Applied Power Inc. and on July 31, 2000, Applied Power Inc.
distributed all 39,197,135 shares to the shareholders of Applied Power Inc.
In conjunction with the Distribution, the consolidated debt of Applied Power
was realigned between APW Ltd. and Applied Power. Through an additional
investment by Applied Power on July 31, 2000, a certain portion of allocated
APW Ltd. debt was assumed by Applied Power. See Consolidated Statements of
Shareholders' Equity and Comprehensive Income (Loss).
The "Combined equity" caption in the accompanying Consolidated Statements of
Shareholders' Equity and Comprehensive Income (Loss) represents Applied Power's
cumulative net investment in the combined businesses of APW Ltd. prior to the
Distribution. Changes in the "Combined equity" caption represent the net income
(loss) of APW Ltd., net cash and noncash contributions from (distributions to)
Applied Power, changes in allocated corporate debt and allocated corporate
interest, net of tax. See the accompanying Consolidated Statements of
Shareholders' Equity and Comprehensive Income (Loss) for an analysis of the
activity in the "Combined equity" caption.
Under APW Ltd.'s memorandum of association, the Company's authorized share
capital is divided into: 250.0 million shares of common stock, par value $0.01
per share, of which 40,042,207 shares were issued and outstanding, less
contingent shares, at August 31, 2001; and 50.0 million shares of preferred
stock, par value $0.01 per share, of which only the shareholder rights (and the
Series A Junior Participating Preferred Stock) associated with the common stock
were outstanding at August 31, 2001. See discussion of shareholder rights plan
below.
At its July 17, 2000 meeting, the board of directors of APW Ltd. adopted a
shareholder rights plan and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of APW Ltd. common stock. Each
Right entitles the registered holder to purchase from APW Ltd. one one-ten
thousandth of a share of Series A Junior Participating Preferred Stock, par
value $0.01 per share, of APW Ltd. at a price to be determined, subject to
adjustment. On July 18, 2000, the sole shareholder of APW Ltd. authorized the
adoption of the shareholder rights plan.
Note 13--Transactions and Agreements with Applied Power
In order to effect the Distribution, Applied Power and APW Ltd. have entered
into the following agreements:
. Contribution Agreement, Plan and Agreement of Reorganization and
Distribution
. General Assignment, Assumption and Agreement regarding Litigation,
Claims, and other Liabilities
. Transitional Trademark Use and License Agreement
. Insurance Matters Agreement
. Bill of Sale and Assumption of Liabilities
. Employee Benefits and Compensation Agreement
. Tax Sharing and Indemnification Agreement
. Interim Administrative Services Agreement
. Confidentiality and Non Disclosure Agreement
. Assumption of Applied Power Inc. Debt Obligation
These agreements define the ongoing relationship between the parties after
the Distribution. See Note 11-- "Income Taxes" and Note 16--"Contingencies and
Litigation" for additional discussion of indemnification agreements between APW
Ltd. and Applied Power.
57
Note 14--Supplemental Balance Sheet Information
August 31,
(Dollars in thousands) --------------------
2001 2000
--------- ---------
Accounts receivable--
Accounts receivable (as restated)........ $ 116,795 $ 122,380
Less allowances.......................... (3,847) (3,924)
--------- ---------
Accounts receivable, net (as restated)... $ 112,948 $ 118,456
========= =========
Property, plant and equipment--
Property................................. $ 11,113 $ 5,690
Plant.................................... 46,783 25,679
Machinery and equipment.................. 420,019 327,638
--------- ---------
Total.................................. 477,915 359,007
Less accumulated depreciation............ (222,886) (181,975)
--------- ---------
Property, plant and equipment, net..... $ 255,029 $ 177,032
========= =========
Goodwill--
Goodwill................................. $ 925,152 $ 730,570
Less accumulated amortization............ (245,927) (57,510)
--------- ---------
Goodwill, net............................ $ 679,225 $ 673,060
========= =========
Other intangibles--
Other intangibles........................ $ 40,527 $ 20,163
Less accumulated amortization............ (12,911) (10,901)
--------- ---------
Other intangibles, net................... $ 27,616 $ 9,262
========= =========
Note 15--Business Segment, Geographic and Customer Information
APW Ltd. operates as one reportable segment. APW Ltd. supplies electronic
enclosures, thermal management systems, backplanes, power supplies, and cabling
either as individual products, or as an integrated system incorporating certain
of APW Ltd.'s product design, supply chain management, assembly and test
capabilities. Sales between geographic areas are insignificant and are
accounted for at prices intended to yield a reasonable return to the selling
affiliate.
Enterprise-wide information is provided in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information".
Geographical net sales is based on the origin of the sales. Asset information
is based on physical location of the assets at the end of the fiscal year. The
following table summarizes financial information by geographic region (dollars
in thousands):
Years Ended August 31,
--------------------------------
2001 2000 1999
---------- ---------- ----------
Net sales:
Americas.................... $ 780,248 $ 734,315 $ 576,034
Europe and Asia............. 487,436 505,227 479,304
---------- ---------- ----------
Totals.................. $1,267,684 $1,239,542 $1,055,338
========== ========== ==========
Long-lived assets:
Americas.................... $ 149,723 $ 98,955
Europe and Asia............. 99,015 73,142
General corporate and other. 6,291 4,935
---------- ----------
Totals.................. $ 255,029 $ 177,032
========== ==========
58
No single customer accounted for more than 10% of total net sales in fiscal
2001, 2000 or 1999. Export sales from United States operations were less than
3% of total net sales in each of the periods presented.
Note 16--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. will assume and indemnify Actuant with respect to
those proceedings involving the Electronics businesses, while Actuant will
indemnify APW Ltd. with respect to the Actuant Industrial businesses.
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.
APW Ltd. has facilities at numerous geographic locations, which are subject
to a range of environmental laws and regulations. Compliance with these laws
has and will require expenditures on a continuing basis. Predecessors to APW
Ltd. have been identified by the United States Environmental Protection Agency
("EPA") as "Potentially Responsible Parties" regarding various multi-party
Superfund sites. Potentially Responsible Parties are jointly and severally
liable with respect to Superfund remediation liabilities. Any liability in
connection with these sites has been assumed by APW Ltd. Based on the Company's
investigations, management believes that the Company is a de minimis
participant in certain of these sites. As to one other site, the Company is a
minor participant, and the Company's share of estimated cleanup costs is not
likely to exceed $1.1 million. As to another EPA site where the Company is not
a de minimis participant, the state has required additional ground water
testing at a former APW Ltd. manufacturing facility, and the Company cannot
reasonably estimate the amount of the Company's liability, if any. In addition,
the Company is also involved in other state cleanup actions for which
management believes the aggregate costs of remediation are adequately reserved
for.
APW Ltd. anticipates that environmental costs will be expensed or
capitalized depending on their future economic benefits. Expenditures that have
no future economic value are expensed. Liabilities will be recorded when
environmental remediation is probable and the costs can be reasonably
estimated. Environmental expenditures over the last three years for APW Ltd.
have not been material. Although the level of future expenditures for
environmental remediation is impossible to determine with any degree of
certainty, management does not believe these costs are likely to have a
material adverse effect on APW Ltd.'s financial position, results of operations
or cash flows. Environmental remediation accruals of $4.4 million and $3.2
million were included in the Consolidated Balance Sheets at August 31, 2001 and
2000, respectively.
Note 17--Subsequent Events, Liquidity and Management's Plans
On September 27, 2001, the Company's lenders amended certain debt covenants
associated with APW Ltd.'s Multi-Currency Credit Agreement, UK Revolving Credit
Agreement and the Accounts Receivable Facility ("credit facilities"). These
revised covenants were established based upon APW Ltd. management's financial
forecasts prior to the events of September 11, 2001. Throughout the first
fiscal quarter of 2002, APW Ltd. experienced a significant decline in net sales
compared to prior periods and compared to management's financial forecasts that
were the basis for the financial covenants set forth in the September 27, 2001
amendment. Such declines are related to a number of factors, certain of which
were impacted by the terrorist attacks that took place in the United States on
September 11, 2001. Those terrorist attacks were unprecedented events which
have created many economic and political uncertainties. On December 13, 2001,
the Company's lenders again amended certain debt covenants associated with the
Company's credit facilities to reflect the Company's revised financial
forecasts as of that point in time. The revisions in the covenants were
considered necessary due to the magnitude of the decline in the first fiscal
2002 quarter actual results compared to prior periods and management's
forecasts. In addition, the amendment repriced the outstanding warrants issued
in conjunction
59
with the May 15, 2001 amendment to the closing price of APW Ltd.'s common stock
on December 10, 2001 of $1.98 and eliminates the previous reduction provision
if the Company met repayment targets by August 31, 2002. The Company also
issued warrants for 9.9% of the common stock outstanding on December 13, 2001
(approximately 4.1 million shares) at a price of $0.01. These $0.01 warrants
are cancelled if the credit facilities are repaid by July 31, 2002 (entirely
cancelled) or September 30, 2002 (49.5% cancelled).
If the magnitude of the decline in net sales continues or APW Ltd.
experiences a significant change in its cost structure, APW Ltd. may not be
able to comply with the covenants which were agreed to with the Company's
lenders as of December 13, 2001. Further, such covenants contemplate the sale
of one of the Company's divisions during the second fiscal 2002 quarter. Should
this transaction not be completed during the second fiscal 2002 quarter for any
reason, the Company would likely violate a financial covenant during its second
fiscal 2002 quarter ending February 28, 2002.
APW Ltd.'s management plans to continue to aggressively pursue additional
revenue opportunities within its core customer markets. APW Ltd. has adopted
several restructuring plans during fiscal 2001 in an effort to reduce costs in
the wake of declining net sales experienced during fiscal 2001. These programs
resulted in restructuring charges during fiscal 2001 and have provided cost
savings which are expected to continue into the future. Management plans to
consider additional cost-reduction programs, as necessary, to further align the
Company's cost base with net sales.
While the Company's revised financial forecasts reflect management's best
estimates, there can be no assurances that the Company's fiscal 2002 financial
forecasts, which are the basis of the current financial covenants, will be
achieved. If the Company's actual operating performance does not substantially
meet the fiscal 2002 financial forecasts associated with the amended covenants,
the Company may have difficulty achieving compliance with certain debt
covenants in APW Ltd.'s amended credit facilities. If APW Ltd. fails to comply
with debt covenants for any reason, the Company may have to consider a number
of the following measures: (a) obtain a waiver of default for the violated
covenant(s); (b) obtain an amendment of the covenants in the existing credit
facilities; (c) seek additional sources of debt financing, which likely would
be subject to obtaining necessary lender consents; (d) seek additional equity
financing or other strategic alternatives; (e) restructure its obligations
and/or the business; or (f) consider a combination of the foregoing. Given the
circumstances, the Company is evaluating its alternatives. There can be no
assurances that the aforementioned alternatives would be available to the
Company in the future. If this were the case, a future violation of debt
covenants would cause a material adverse effect on the Company's ability to
continue in its present form and to achieve its intended business objectives.
At August 31, 2001 and November 30, 2001, APW Ltd. had $52.4 million and
$24.0 million, respectively, of borrowings available under the Company's two
credit facilities. In addition, at August 31, 2001 and November 30, 2001,
although APW Ltd. sold all eligible accounts receivable under the Company's
accounts receivable facility, APW Ltd. had the availability to sell an
incremental $22 million and $35.4 million, respectively.
The Company understands that it, and two of its senior executives have been
sued in connection with alleged violations of Federal securities laws which
preceded a drop in the price of its common stock ending on March 20, 2001. The
complaint, which is captioned Stewart Norman Hicks v. APW Ltd., et al., was
filed on December 10, 2001. The complaint alleges violations of the Federal
securities laws and seeks certification of a plaintiff class consisting of all
purchasers of the Company's common stock between September 26, 2000 and March
20, 2001, inclusive. The complaint does not quantify the damages. The Company
has not yet been served with the complaint and, therefore, cannot evaluate the
merits of the claim.
60
Note 18--Restated Financials
As described in Note 1, the consolidated financial statements as of August 31,
2001 and 2000 and for the years ended August 31, 2001, 2000 and 1999 have been
restated. A summary of the effects of the restatement follows:
APW Ltd.
Consolidated Statement of Operations
(Dollars in millions, except per share data)
For the Year Ended August 31, 2001
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net sales....................................... $1,267.7 $ -- $1,267.7
Costs of products sold.......................... 1,036.3 6.7 1,043.0
-------- ----- --------
Gross profit.................................... 231.4 6.7 224.7
Engineering, selling and administrative expenses 226.7 -- 226.7
Amortization of intangible assets............... 194.3 -- 194.3
Restructuring charges........................... 17.0 -- 17.0
Loss on sale of subsidiary...................... 2.7 -- 2.7
-------- ----- --------
Operating loss.................................. (209.3) (6.7) (216.0)
Net financing costs............................. 43.8 -- 43.8
Other expense, net.............................. 2.4 -- 2.4
-------- ----- --------
Loss before income tax benefit.................. (255.5) (6.7) (262.2)
Income tax benefit.............................. (23.4) (2.3) (25.7)
-------- ----- --------
Net loss........................................ $ (232.1) $(4.4) $ (236.5)
======== ===== ========
Basic and diluted loss per share:
Loss per share.................................. $ (5.85) $(.11) $ (5.96)
Weighted average common shares outstanding...... 39,664 -- 39,664
61
APW Ltd.
Consolidated Balance Sheet
(Dollars in millions)
August 31, 2001
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
ASSETS
Current assets
Cash and cash equivalents.......................... $ 8.5 $ (2.3) $ 6.2
Accounts receivable, net........................... 113.0 (.1) 112.9
Inventories........................................ 135.0 (4.1) 130.9
Prepaid expenses................................... 14.3 (.1) 14.2
Deferred income taxes.............................. 16.7 -- 16.7
-------- ------- --------
Total current assets........................... 287.5 (6.6) 280.9
Property, plant and equipment......................... 477.9 -- 477.9
Less: Accumulated depreciation..................... (222.9) -- (222.9)
-------- ------- --------
Net property, plant and equipment.............. 255.0 -- 255.0
Goodwill, net......................................... 679.2 -- 679.2
Other intangibles, net................................ 27.6 -- 27.6
Other assets.......................................... 58.6 (.1) 58.5
-------- ------- --------
Total assets................................... $1,307.9 $ (6.7) $1,301.2
======== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings.............................. $ 5.7 $ 597.6 $ 603.3
Trade accounts payable............................. 118.5 1.4 119.9
Accrued compensation and benefits.................. 29.6 .5 30.1
Income taxes payable............................... 37.2 (3.3) 33.9
Other current liabilities.......................... 40.1 .6 40.7
-------- ------- --------
Total current liabilities...................... 231.1 596.8 827.9
Long-term debt........................................ 615.6 (597.6) 18.0
Other long-term liabilities........................... 45.4 -- 45.4
Shareholders' equity
Common stock.......................................... .4 -- .4
Share premium......................................... 669.8 -- 669.8
Retained earnings (accumulated deficit)............... (227.9) (5.9) (233.8)
Accumulated other comprehensive loss.................. (26.5) -- (26.5)
-------- ------- --------
Total shareholders' equity..................... 415.8 (5.9) 409.9
-------- ------- --------
Total liabilities and shareholders' equity..... $1,307.9 $ (6.7) $1,301.2
======== ======= ========
62
APW Ltd.
Consolidated Condensed Statement of Cash Flows
(Dollars in millions)
For the Year Ended August 31, 2001
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net loss................................... $(232.1) $(4.4) $(236.5)
Net cash used in operating activities...... (17.3) (2.4) (19.7)
Net cash used in investing activities...... (329.2) -- (329.2)
Net cash provided by financing activities.. 360.1 -- 360.1
Effect of exchange rate changes on cash.... (5.7) -- (5.7)
Net increase in cash and cash equivalents.. 7.9 (2.4) 5.5
Cash and cash equivalents-beginning of year .6 .1 .7
Cash and cash equivalents-end of year...... $ 8.5 (2.3) $ 6.2
63
APW Ltd.
Consolidated Statement of Operations
(Dollars in millions, except per share data)
For the Year Ended August 31, 2000
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net sales....................................... $1,239.5 $ -- $1,239.5
Costs of products sold.......................... 916.3 1.0 917.3
-------- ----- --------
Gross profit.................................... 323.2 (1.0) 322.2
Engineering, selling and administrative expenses 201.6 .2 201.8
Amortization of intangible assets............... 23.9 -- 23.9
Restructuring charges........................... 6.5 -- 6.5
-------- ----- --------
Operating earnings.............................. 91.2 (1.2) 90.0
Net financing costs............................. 52.6 -- 52.6
Other expense, net.............................. 5.0 -- 5.0
-------- ----- --------
Earnings before income tax expense.............. 33.6 (1.2) 32.4
Income tax expense.............................. 54.1 (.5) 53.6
-------- ----- --------
Net loss before extraordinary item.............. (20.5) (.7) (21.2)
Extraordinary loss on early retirement of debt,
net of income tax benefit of $1.3............. (2.1) -- (2.1)
-------- ----- --------
Net loss........................................ $ (22.6) $ (.7) $ (23.3)
======== ===== ========
Basic and diluted loss per share:
Loss per share-before extraordinary item........ $ (.53) $(.02) $ (.55)
Extraordinary loss, net of tax benefit.......... (.05) -- (.05)
-------- ----- --------
Loss per share.................................. $ (.58) $(.02) $ (.60)
======== ===== ========
Weighted average common shares outstanding...... 39,077 -- 39,077
64
APW Ltd.
Consolidated Balance Sheet
(Dollars in millions)
August 31, 2000
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
ASSETS
Current assets
Cash and cash equivalents.......................... $ .6 $ .1 $ .7
Accounts receivable, net........................... 118.5 118.5
Inventories........................................ 155.4 155.4
Prepaid expenses................................... 11.1 11.1
Deferred income taxes.............................. 12.0 12.0
-------- ----- --------
Total current assets........................... 297.6 .1 297.7
Property, plant and equipment......................... 359.0 359.0
Less: Accumulated depreciation..................... (182.0) (182.0)
-------- ----- --------
Net property, plant and equipment.............. 177.0 177.0
Goodwill, net......................................... 673.0 673.0
Other intangibles, net................................ 9.3 9.3
Other assets.......................................... 57.1 (.1) 57.0
-------- ----- --------
Total assets................................... $1,214.0 $ -- $1,214.0
======== ===== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable............................. $ 149.9 $ 1.8 $ 151.7
Accrued compensation and benefits.................. 31.1 .6 31.7
Income taxes payable............................... 71.0 (1.0) 70.0
Other current liabilities.......................... 40.1 .1 40.2
-------- ----- --------
Total current liabilities...................... 292.1 1.5 293.6
Long-term debt........................................ 236.4 -- 236.4
Deferred income taxes................................. 9.6 -- 9.6
Other long-term liabilities........................... 49.5 -- 49.5
Shareholders' equity
Common stock.......................................... .4 -- .4
Share premium......................................... 638.4 -- 638.4
Retained earnings..................................... 4.3 (1.5) 2.8
Accumulated other comprehensive loss.................. (16.7) -- (16.7)
-------- ----- --------
Total shareholders' equity..................... 626.4 (1.5) 624.9
-------- ----- --------
Total liabilities and shareholders' equity..... $1,214.0 $ -- $1,214.0
======== ===== ========
65
APW Ltd.
Consolidated Condensed Statement of Cash Flows
(Dollars in millions)
For the Year Ended August 31, 2000
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net loss................................... $(22.6) $(.7) $(23.3)
Net cash provided by operating activities.. 35.6 .5 36.1
Net cash used in investing activities...... (60.1) -- (60.1)
Net cash provided by financing activities.. 9.3 -- 9.3
Effect of exchange rate changes on cash.... .8 -- .8
Net decrease in cash and cash equivalents.. (14.4) .5 (13.9)
Cash and cash equivalents-beginning of year 15.0 (.4) 14.6
Cash and cash equivalents-end of year...... $ .6 .1 $ .7
66
APW Ltd.
Consolidated Statement of Operations
(Dollars in millions, except per share data)
For the Year Ended August 31, 1999
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net sales....................................... $1,055.3 $ -- $1,055.3
Costs of products sold.......................... 763.5 1.3 764.8
-------- ----- --------
Gross profit.................................... 291.8 (1.3) 290.5
Engineering, selling and administrative expenses 188.0 -- 188.0
Amortization of intangible assets............... 20.9 -- 20.9
-------- ----- --------
Operating earnings.............................. 82.9 (1.3) 81.6
Net financing costs............................. 52.9 -- 52.9
Other income, net............................... (1.8) -- (1.8)
-------- ----- --------
Earnings before income tax expense.............. 31.8 (1.3) 30.5
Income tax expense.............................. 11.4 (.5) 10.9
-------- ----- --------
Net income...................................... $ 20.4 $ (.8) $ 19.6
======== ===== ========
Basic and diluted loss per share:
Earnings per share.............................. $ .53 $(.02) $ .51
Weighted average common shares outstanding...... 38,825 -- 38,825
67
APW Ltd.
Consolidated Condensed Statement of Cash Flows
(Dollars in millions)
For the Year Ended August 31, 1999
---------------------------------
Previously
Reported Adjustments As Restated
---------- ----------- -----------
Net income................................. $ 20.4 $(.8) $ 19.6
Net cash provided by operating activities.. 75.9 (.4) 75.5
Net cash used in investing activities...... (435.3) -- (435.3)
Net cash provided by financing activities.. 373.7 -- 373.7
Effect of exchange rate changes on cash.... (.6) -- (.6)
Net increase in cash and cash equivalents.. 13.7 (.4) 13.3
Cash and cash equivalents-beginning of year 1.3 -- 1.3
Cash and cash equivalents-end of year...... $ 15.0 $(.4) $ 14.6
68
Note 19--Bankruptcy and Reorganization Under Chapter 11 (Unaudited)
On May 16, 2002, APW Ltd. (in provisional liquidation) (herinafter referred
to as "APW Ltd.", "APW" or "the Company"), a Bermuda company, filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code
("Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York ("Bankruptcy Court") (Case No. 02-12335). The proceeding
involved only APW Ltd., the Bermuda company, and Vero Electronics, Inc., a
non-operating entity and subsidiary of APW Ltd. (Case No. 02-12334). All other
subsidiaries of the Company were excluded from the proceeding and continue to
conduct business with customers and suppliers in the ordinary course. The
Company continued to operate its business as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code. The bankruptcy proceedings are being jointly
administered under Case No. 02-12334 (PCB).
On May 30, 2002, a proceeding (the "Bermuda Proceeding") was commenced
pursuant to the Companies Act 1981 with respect to APW Ltd. in the Bermuda
Supreme Court in connection with a winding-up petition. One of the purposes of
the filing was the imposition of a statutory stay preventing third parties from
continuing or taking actions against APW in Bermuda. On May 30, 2002, the
Bermuda court appointed Malcolm L. Butterfield of KPMG Bermuda and Philip W.
Wallace of KPMG London, England as joint provisional liquidators of APW Ltd.
(or, as referred to herein, the JPLs) with limited supervisory powers. The
appointment of the JPL's and statutory stay enabled the JPL's to perform
supervisory and oversight of the management of APW while reviewing the Plan of
reorganization with a view to its treatment of creditors. On July 22, 2002, the
JPLs were granted various powers, including the power to authorize the sale of
any business, operation, subsidiary, division or other significant asset of APW
Ltd.
We decided to pursue reorganization under Chapter 11 of the Bankruptcy Code
based upon the certainty of the elimination of pre-petition indebtedness and as
a consequence the ability of the Company to emerge from bankruptcy
significantly deleveraged. As a debtor-in-possession, APW Ltd. is authorized to
continue to operate as an ongoing business, but may not engage in transactions
outside the ordinary course of business without the approval of the Bankruptcy
Court, after notice and an opportunity for a hearing.
Confirmation of Plan of Reorganization
On July 24, 2002 the Bankruptcy Court entered an order confirming APW Ltd.'s
and Vero's Amended and Restated Plan of Reorganization dated June 19, 2002 (as
modified, amended or supplemented, the "Plan"). APW Ltd. emerged on July 31,
2002.
Pursuant to the terms of the Plan, certain assets and liabilities were
transferred to AWP Ltd. ("AWP"), a newly formed Bermuda company, including the
right to use the name "APW Ltd.," which became the successor-in-interest to APW
Ltd. After the consummation of the Plan, APW Ltd. changed its name to BQX Ltd.
and AWP Ltd. changed its name to APW Ltd. The above name changes became
effective on July 31, 2002.
In addition, as of July 31, 2002 the effective date of the Plan, AWP (the
successor in interest to APW Ltd.) issued under the Plan the following:
. New Secured Notes in the aggregate principal amount of $100 million
issued to its senior secured lenders,
. 1,000,000 common shares of AWP (the successor in interest to APW Ltd.)
(the "APW Common Shares") issued to its senior secured lenders which
represents 100% of the outstanding common shares of AWP after the
consummation of the Plan,
. Warrants to purchase up to 60,606 APW Common Shares at an exercise price
of $448.95 per share issued to the current equity holders of APW Ltd., and
69
. Warrants to purchase up to 303,030 APW Common Shares at an exercise price
of $0.02 per share issued to lenders under the Credit Facility (defined
below).
As of July 31, 2002, there were approximately 40.8 million common shares of
APW Ltd. outstanding. Under the Plan, holders of APW Ltd. common shares will
receive (a) warrants representing the right to purchase 60,606 APW Common
Shares as stated above and (b) retain existing common shares in APW Ltd. (which
as a practical matter will be liquidated and no distribution is expected to
shareholders). Subsequent to the effective date of the Plan, APW Ltd. will be
dissolved, liquidated or wound-up by joint provisional liquidators in
connection with a proceeding in Bermuda or otherwise pursuant to applicable
Bermuda law, and no assets are expected to be distributed to current
shareholders.
After the consummation of the Plan, AWP Ltd. (as successor to APW Ltd.) is
expected to have approximately 1.8 million authorized common shares, par value
$0.02 per share, of which 1,000,000 common shares will be outstanding. All such
1,000,000 shares will be issued as of the consummation of the Plan.
The Credit Facility
Concurrent with the Chapter 11 filing, the Company entered into a new $110
million debtor-in-possession credit facility ("Credit Facility") to provide for
the payment of permitted pre-petition claims, working capital needs, letters of
credit and other general corporate purposes. The Credit Facility requires that
we maintain certain financial covenants and restrict liens, indebtedness,
capital expenditures, dividend payments and sale of assets. Upon emergence from
the Chapter 11 proceeding, the Credit Facility was extended until November 15,
2003 with respect to $90.0 million of the Credit Facility and May 15, 2004 with
respect to $20.0 million of the Credit Facility.
Fresh Start Accounting
As a result of the bankruptcy, the Company will adopt fresh start accounting
pursuant to guidance provided by the American Institute of Certified Public
Accountant's Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code", as of July 31, 2002. In accordance
with the principles of fresh start accounting, the Company will adjust the
carrying values of its assets and liabilities to their fair values as of July
31, 2002. The application of fresh start accounting will result in material
changes to the carrying values of the Company's assets and liabilities.
Going Concern
Following its emergence from the Chapter 11 proceeding, the ability of APW
Ltd., the successor company, to continue as a going concern is predicated upon,
among other things, compliance with the provisions of the Credit Facility and
the term loan agreement related to the $100 million in new secured notes issued
under the Plan and the ability to generate cash flows from operations and
obtain financing sources sufficient to satisfy future obligations.
70
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of APW Ltd.:
Our audits of the consolidated financial statements referred to in our
report dated October 1, 2001, except for Notes 1 and 18 which are as of
November 4, 2002 and except for information in Note 3 as it relates to the
goodwill impairment and information in Note 17 which are as of December 13,
2001, on page 34 of this Form 10-K/A also included an audit of the financial
statement schedule listed in the index incorporated by reference under Item
14(a)(2) of this Form 10-K/A. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
October 1, 2001
71
APW LTD. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(Dollars in Thousands)
Additions Deductions
----------------- ----------
Balance Charged Amounts
at to Costs Written Balance
Beginning and Net Off Less At End of
of Period Expenses Acquired Recoveries Other (1) Period
Description --------- -------- -------- ---------- --------- ---------
Deducted from assets to
which they apply:
Allowance for losses--
trade accounts receivable
August 31, 2001............ $ 3,924 4,055 211 4,344 1 $ 3,847
======= ====== ===== ====== ==== =======
August 31, 2000............ $ 3,537 1,184 57 967 113 $ 3,924
======= ====== ===== ====== ==== =======
August 31, 1999............ $ 2,499 641 1,254 801 (56) $ 3,537
======= ====== ===== ====== ==== =======
Allowance for losses--
inventory
August 31, 2001............ $11,350 19,086 379 17,203 414 $14,026
======= ====== ===== ====== ==== =======
August 31, 2000............ $11,936 4,779 455 5,052 (768) $11,350
======= ====== ===== ====== ==== =======
August 31, 1999............ $13,187 4,197 1,359 6,521 (286) $11,936
======= ====== ===== ====== ==== =======
Allowance for losses--
Deferred tax assets
August 31, 2001............ $ 2,861 7,238 -- 315 -- $ 9,784
======= ====== ===== ====== ==== =======
August 31, 2000............ $ 1,159 2,192 -- 490 -- $ 2,861
======= ====== ===== ====== ==== =======
August 31, 1999............ $ 772 524 -- 137 -- $ 1,159
======= ====== ===== ====== ==== =======
-----
(1) Primarily represents the effect of exchange rate changes on asset
balances over the periods indicated.
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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 Amendment No. 2 to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
APW Ltd. (n/k/a BQX Ltd. (in
provisional liquidation))
(Registrant)
Dated: November 6, 2002
/S/ RICHARD D. CARROLL
By:_____________________________________
Richard D. Carroll
Vice President and Chief Financial
Officer
(Principal Financial Officer and
duly authorized to sign on behalf of
the Registrant)
73
CERTIFICATIONS
Chief Executive Officer
I, Richard G. Sim Certify that:
1. I have reviewed this annual report on Form 10-K/A (Amendment No. 2) of APW
Ltd. (n/k/a BQX Ltd.);
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: November 6, 2002
/s/
- ---------------------------------------------------------
Richard G. SimPresident and
Chief Executive Officer
74
Chief Financial Officer
I, Richard D. Carroll Certify that:
1. I have reviewed this annual report on Form 10-K/A (Amendment No. 2) of APW
Ltd. (n/k/a BQX Ltd.);
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: November 6, 2002
/s/
- -----------------------------
Richard D. CarrollVice
President and Chief Financial
Officer
75
APW Ltd.
(the "Registrant")
(Commission File No. 1-15851)
ANNUAL REPORT ON FORM 10-K/A (Amendment No. 2)
FOR THE FISCAL YEAR ENDED AUGUST 31, 2001
INDEX TO EXHIBITS
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- -------------------------------------------- ------------------------------------------- --------
3.1 Memorandum of Continuance of APW Ltd. Exhibit 3.1 to the Form 10 Registration
Statement dated May 1, 2000, as amended
3.2 Form of Bye-laws of APW Ltd. Exhibit 3.2 to the Form 10 Registration
Statement dated May 1, 2000, as amended
4.1 Rights Agreement, dated as of July 17, 2000, Exhibit 99.1 to the Form 8-A filed July 19,
between APW Ltd. and Firstar Bank, N.A., 2000
as Rights Agent
4.2 Form of Rights Certificate (attached as Exhibit 99.3 to the Form 8-A filed July 19,
Exhibit B to the Rights Agreement) 2000
4.3 Amended and Restated Multi-Currency Exhibit 4.1 to Form 10-Q for quarter ended
Credit Agreement dated as of July 31, 2000 May 31, 2000
among APW Ltd., APW North America Inc.,
APW Holdings Denmark APS, various
financial institutions, Bank One as
Syndication Agent, The Chase Manhattan
Bank as Documentation Agent and Bank of
America, National Association, as
Administrative Agent, arranged by Banc of
America Securities LLC
4.4 Form of Indenture for Securities Exhibit 4.4 to the Form S-3 Registration
Statement filed September 29, 2000
4.5 Form of Amended and Restated Multi- Exhibit 4.1 to Form 8-K filed May 21, 2001
Currency Credit Agreement among APW
Ltd., Various Financial Institutions, Bank
One N.A., Chase Manhattan Bank and Bank
of America, National Associations
4.6 Form of First Amendment to Amended and Exhibit 4.2 to Form 8-K filed May 21, 2001
Restated Receivables Purchasing Agreement
among Applied Power Credit Corporation,
APW North America, Inc., Barton Capital
Corporation and Societe General
4.7 Form of Warrant and Registration Rights Exhibit 4.3 to Form 8-K filed May 21, 2001
Agreement (U.S. Banks)
4.8 Form of Warrant and Registration Rights Exhibit 4.4 to Form 8-K filed May 21, 2001
Agreement (U.K. Banks)
4.9 Form of Reaffirmation of Loan Documents Exhibit 4.5 to Form 8-K filed May 21, 2001
76
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- ------------------------------------------- ------------------------------------------- --------
4.10 Form of Intercreditor Agreement between Exhibit 4.6 to Form 8-K filed May 21, 2001
Barton Capital Corporation, Societe General
and Bank of America, National Association
4.11 Form of Guaranty (U.S. subsidiaries) Exhibit 4.7 to Form 8-K filed May 21, 2001
4.12 Form of Guaranty (U.K. subsidiaries) Exhibit 4.8 to Form 8-K filed May 21, 2001
4.13 Form of Debenture (U.S.) Exhibit 4.9 to Form 8-K filed May 21, 2001
4.14 Form of Debenture (U.K.) Exhibit 4.10 to Form 8-K filed May 21, 2001
4.15 Form of Assignment of Security Interest in Exhibit 4.11 to Form 8-K filed May 21, 2001
United States Trademarks and Patents among
APW Ltd., APW North America, Inc. and
Bank of America, National Association
4.16 Form of Pledge Agreement among APW Exhibit 4.12 to Form 8-K filed May 21, 2001
Ltd., APW North America, Inc., Rubicon
USA Inc. and Bank of America, National
Association
4.17 Form of Amendment to Pledge Agreement Exhibit 4.13 to Form 8-K filed May 21, 2001
4.18 Form of Security Agreement among APW Exhibit 4.14 to Form 8-K filed May 21, 2001
Ltd., APW North America, Inc., APW
Holding Denmark APS and Bank of
America, National Association
4.19 Form of Amendment to Security Agreement Exhibit 4.15 to Form 8-K filed May 21, 2001
4.20 Form of Intercreditor Agreement by and Exhibit 4.16 to Form 8-K filed May 21, 2001
among Bank of America, NA, various
financial institutions, Bank One, NA and
Royal Bank of Scotland, plc
4.21 Form of Amendment Agreement to the Exhibit 4.17 to Form 8-K filed May 21, 2001
Facility Agreement between APW Enclosure
Products and Systems Limited and The
National Westminster Bank plc
4.22 Form of Amendment Agreement to the Exhibit 4.18 to Form 8-K filed May 21, 2001
Facility Agreement between APW
Electronics Group plc, other Borrowers
under the Agreement, and The Royal Bank of
Scotland plc
4.23 Form of Security Agreement by and among Exhibit 4.19 to Form 8-K filed May 21, 2001
APW Ltd., APW North America, Inc., APW
Holding Denmark APS and The Royal Bank
of Scotland plc
4.24 Form of Royal Bank of Scotland Guaranty Exhibit 4.20 to Form 8-K filed May 21, 2001
4.25 Form of Assignment of Security interest in Exhibit 4.21 to Form 8-K filed May 21, 2001
United States Trademarks and Patents among
APW Ltd., APW North America and The
Royal Bank of Scotland, plc
77
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- -------------------------------------------- ------------------------------------------- --------
4.26 Form of Pledge Agreement among APW Exhibit 4.22 to Form 8-K filed May 21, 2001
Ltd., APW North America Inc., APW
Holding Denmark APS and The Royal Bank
of Scotland plc
4.27 First Amendment No. 1 to Amended and Exhibit 10.1 of Form 8-K filed October 2,
Restated Multi-Currency Credit Agreement 2001
(including Schedules)
4.28 First Amendment to Intercreditor Agreement Exhibit 10.2 of Form 8-K filed October 2,
(including Schedules) 2001
4.29 Amended RBS and National Westminster Exhibit 10.3 of Form 8-K filed October 2,
Credit Facility Agreement 2001
5.1 Opinion of Conveys Dill & Pearman as to Exhibit 5.1 to the Form S-3 Registration
securities Statement filed September 29, 2000
10.1 APW Ltd. 2000 Stock Incentive Plan Exhibit 10.1 to the Form 10 Registration
Statement dated May 1, 2000, as amended
10.2 Form of Contribution Agreement, Plan and Exhibit 10.2 to the Form 10 Registration
Agreement Regarding Litigation, Claims and Statement dated May 1, 2000, as amended
Other Liabilities between Applied Power Inc.
and APW Ltd., dated as of July 21, 2000
10.3 Form of General Assignment, Assumption Exhibit 10.3 to the Form 10 Registration
and Agreement Regarding Litigation, Claims Statement dated May 1, 2000, as amended
and Other Liabilities between Applied Power
Inc. and APW Ltd., dated as July 21, 2000
10.4 Form of Transitional Trademark Use and Exhibit 10.4 to the Form 10 Registration
License Agreement between Applied Power Statement dated May 1, 2000, as amended
Inc. and APW Ltd., dated as of July 21, 2000
10.5 Form of Insurance Matters Agreement Exhibit 10.5 to the Form 10 Registration
between Applied Power Inc. and APW Ltd., Statement dated May 1, 2000, as amended
dated as of July 21, 2000
10.6 Form of Bill of Sale and Assumption of Exhibit 10.6 to the Form 10 Registration
Liabilities between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000
10.7 Form of Employee Benefits and Exhibit 10.7 to the Form 10 Registration
Compensation Agreement between Applied Statement dated May 1, 2000, as amended
Power Inc. and APW Ltd., dated as of July
21, 2000
10.8 Form of Tax Sharing and Indemnification Exhibit 10.8 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000
10.9 Form of Interim Administrative Services Exhibit 10.9 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000
78
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- ------------------------------------------- ----------------------------------------- --------
10.10 Form of Confidentiality and Nondisclosure Exhibit 10.10 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000
10.11 Form of Patent Assignment between Applied Exhibit 10.11 to the Form 10 Registration
Power Inc. and Wright Line Inc. (n/k/a APW Statement dated May 1, 2000, as amended
Ltd.), dated as of July 21, 2000
10.12 APW Ltd. Outside Directors' Stock Option Exhibit 10.12 to the Form 10 Registration
Plan Statement dated May 1, 2000, as amended
10.13 Change in Control Agreement for
Richard Sim **
10.14 Change in Control Agreement for
Todd Adams **
10.15 Change in Control Agreement for
Susan Hrobar **
10.16 Change in Control Agreement for
William J. Albrecht **
10.17 Change in Control Agreement for
Kashyap Pandya **
10.18 Change in Control Agreement for
Ralph Sandle, Jr. **
10.19 Change in Control Agreement for
Richard D. Carroll **
10.20 Change in Control Agreement for
Joseph T. Lower **
10.21 Change in Control Agreement for
William Blackmore **
10.22 Sim Letter assumed by APW **
21.1 Subsidiaries of the Registrant *
99.1 Press release dated September 27, 2001, by
APW Ltd.*
99.2 Certification Pursuant to 18 U.S.C. Section X
1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.3 Certification Pursuant to 18 U.S.C. Section X
1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- --------
* These exhibits were previously filed as exhibits to the Form 10-K for the
year ended August 31, 2001 as filed on November 29, 2001.
** These exhibits were previously filed as exhibits to Amendment No. 1 to the
Form 10-K/A for the year ended August 31, 2001 as filed on December 14, 2001.
79