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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended July 1, 2001
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to _________.
Commission file number 1-12164
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WOLVERINE TUBE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 63-0970812
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(State of Incorporation) (IRS Employer Identification No.)
200 Clinton Avenue West, Suite 1000
Huntsville, Alabama 35801
- ---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(256) 353-1310
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(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each class of Common Stock, as of
the latest practicable date:
Class Outstanding as of August 7, 2001
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Common Stock, $0.01 Par Value 14,260,353 Shares
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FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
Page No.
PART I
Item 1. Financial Statements
Condensed Consolidated Statements of Income (Unaudited)--
Three-Month and Six-Month Periods Ended
July 1, 2001 and July 2, 2000.......................................... 1
Condensed Consolidated Balance Sheets
July 1, 2001 and December 31, 2000..................................... 2
Condensed Consolidated Statements of Cash Flows (Unaudited)--
Six-Month Periods Ended July 1, 2001 and July 2, 2000.................. 3
Notes to Condensed Consolidated Financial Statements
(Unaudited)............................................................ 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 10
Item 3. Qualitative and Quantitative Disclosures About Market Risk............. 20
PART II
Item 1. Legal Proceedings...................................................... 21
Item 4. Submission of Matters to a Vote of Security Holders.................... 21
Item 6. Exhibits and Reports on Form 8-K....................................... 21
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ITEM 1. FINANCIAL STATEMENTS
WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three-month period ended: Six-month period ended:
JULY 1, 2001 July 2, 2000 JULY 1, 2001 July 2, 2000
----------------------------------------------------------------------------------------------------------------
(In thousands except per share amounts)
Net sales $174,849 $179,547 $364,209 $357,352
Cost of goods sold 152,645 154,788 320,836 309,388
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Gross profit 22,204 24,759 43,373 47,964
Selling, general and administrative expenses 8,911 8,602 17,760 17,257
Restructuring and other charges 4,693 -- 4,693 --
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Income from operations 8,600 16,157 20,920 30,707
Other expenses:
Interest expense, net 3,511 3,036 7,463 6,363
Amortization and other, net 412 326 (355) 537
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Income before income taxes 4,677 12,795 13,812 23,807
Income tax provision 1,203 4,786 4,027 8,951
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Net income 3,474 8,009 9,785 14,856
Less preferred stock dividends (70) (70) (140) (140)
----------------------------------------------------------------------------------------------------------------
Net income applicable to common shares $ 3,404 $ 7,939 $ 9,645 $ 14,716
================================================================================================================
Net income per common share--basic $ 0.28 $ 0.66 $ 0.80 $ 1.20
================================================================================================================
Basic weighted average number of common
shares 12,073 12,116 12,063 12,262
================================================================================================================
Net income per common share--diluted $ 0.27 $ 0.64 $ 0.78 $ 1.18
================================================================================================================
Diluted weighted average number of common and
common equivalent shares 12,405 12,328 12,311 12,430
================================================================================================================
See Notes to Condensed Consolidated Financial Statements.
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WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 1, December 31,
2001 2000
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(In thousands except share and per share amounts) (Unaudited) (Note)
ASSETS
Current assets
Cash and equivalents $ 26,114 $ 23,458
Accounts receivable, net 107,302 105,025
Inventories 116,118 108,164
Refundable income taxes 4,245 10,769
Prepaid expenses and other 4,887 2,591
----------------------------------------------------------------------------------------------------------------
Total current assets 258,666 250,007
Property, plant and equipment, net 229,356 215,491
Deferred charges and intangible assets, net 110,971 111,723
Assets held for resale 5,381 5,381
Prepaid pensions 7,278 7,753
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Total assets $611,652 $590,355
================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 49,157 $ 51,904
Accrued liabilities 25,584 18,229
Deferred income taxes 1,488 1,493
Short-term borrowings 102,919 10,057
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Total current liabilities 179,148 81,683
Deferred income taxes 21,133 21,190
Long-term debt 149,776 231,163
Postretirement benefit obligation 16,437 17,272
Accrued environmental remediation 2,023 2,165
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Total liabilities 368,517 353,473
Minority interest 1,713 2,508
Redeemable cumulative preferred stock, par value $1 per share; 20,000 shares
issued and outstanding at July 1, 2001 and December 31, 2000 2,000 2,000
Stockholders' equity
Cumulative preferred stock, par value $1 per share; 500,000 shares
authorized -- --
Common stock, par value $0.01 per share; 40,000,000 shares
authorized, 14,258,001 and 14,214,318 shares issued as of July 1,
2001 and December 31, 2000, respectively 142 142
Additional paid-in capital 103,716 103,589
Retained earnings 192,693 183,048
Unearned compensation (381) (613)
Accumulated other comprehensive loss (17,276) (14,320)
Treasury stock, at cost; 2,179,900 shares as of July 1, 2001 and
December 31, 2000 (39,472) (39,472)
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Total stockholders' equity 239,422 232,374
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Total liabilities, minority interest, redeemable cumulative preferred stock
and stockholders' equity $611,652 $590,355
================================================================================================================
Note: The Balance Sheet at December 31, 2000 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements.
See Notes to Condensed Consolidated Financial Statements.
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WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six-month period ended:
JULY 1, 2001 July 2, 2000
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(IN THOUSANDS)
OPERATING ACTIVITIES
Net income $ 9,785 $14,856
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 9,485 8,964
Non-cash portion of restructuring charge 163 --
Other non-cash charges 357 229
Changes in operating assets and liabilities:
Accounts receivable, net (2,765) (17,962)
Inventories (8,210) (9,273)
Refundable income taxes 6,562 2,824
Prepaid expenses and other (2,045) 195
Accounts payable 2,574 12,359
Accrued liabilities including pension, postretirement benefit
and environmental (471) 490
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Net cash provided by operating activities 15,435 12,682
INVESTING ACTIVITIES
Purchases of property, plant and equipment (21,773) (16,272)
Other (1,588) 6
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Net cash used for investing activities (23,361) (16,266)
FINANCING ACTIVITIES
Net borrowings from revolving credit facilities 12,060 5,800
Principal payments on long-term debt (966) (345)
Issuance of common stock 113 35
Purchase of treasury stock -- (7,147)
Dividends paid on preferred stock (140) (140)
-----------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities 11,067 (1,797)
Effect of exchange rate on cash and equivalents (485) (604)
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Net increase (decrease) in cash and equivalents 2,656 (5,985)
Cash and equivalents at beginning of period 23,458 26,894
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Cash and equivalents at end of period $ 26,114 $20,909
=================================================================================================================
See Notes to Condensed Consolidated Financial Statements.
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WOLVERINE TUBE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 1, 2001
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of Wolverine Tube, Inc. (the "Company") and its majority-owned
subsidiaries after elimination of significant intercompany accounts and
transactions. The accompanying condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and do not include
all the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. The
accompanying condensed consolidated financial statements (and all information in
this report) have not been examined by independent auditors; but, in the opinion
of management, all adjustments, which consist of normal recurring accruals
necessary for a fair presentation of the results for the periods, have been
made. The results of operations for the three-month and six-month periods ended
July 1, 2001 are not necessarily indicative of the results of operations that
may be expected for the year ending December 31, 2001. For further information,
refer to the consolidated financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
The Company uses its internal operational reporting cycle for quarterly
financial reporting.
NOTE 2. CONTINGENCIES
The Company is subject to extensive national, state, provincial and local
environmental laws and regulations. These laws, which are constantly changing,
regulate the discharge of materials into the environment. The Company has
received various communications from regulatory authorities concerning certain
environmental matters and has currently been named as a potentially responsible
party ("PRP") at one waste disposal site.
The Company had accrued estimated environmental remediation costs of $2.0
million at July 1, 2001, consisting primarily of $0.8 million for the Decatur,
Alabama facility; $ 0.1 million for the Greenville, Mississippi facility; $0.7
million for the Ardmore, Tennessee facility and $0.4 million for the Shawnee,
Oklahoma facility (with respect to the Double Eagle Refinery site).
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NOTE 3. INVENTORIES
Inventories are as follows:
JULY 1, 2001 December 31, 2000
- ----------------------------------------------------------------------------------
(In thousands)
Finished products $ 23,815 $ 25,886
Work-in-process 31,242 26,719
Raw materials and supplies 61,061 55,559
- ----------------------------------------------------------------------------------
Totals $116,118 $108,164
==================================================================================
Approximately 57% of the total consolidated inventories at July 1, 2001 and 58%
at December 31, 2000 are stated on the basis of last-in, first-out ("LIFO")
method. The remaining inventories are valued using the average cost method.
NOTE 4. INTEREST EXPENSE, NET
Interest expense is net of interest income and capitalized interest of $0.2
million and $0.5 million for the three-month period ended July 1, 2001, and $0.2
million and $0.4 million for the three-month period ended July 2, 2000. Interest
expense is net of interest income and capitalized interest of $0.9 million and
$0.9 million for the six-month period ended July 1, 2001 and $0.4 million and
$0.4 million for the six-month period ended July 2, 2000.
NOTE 5. DERIVATIVES
The Company adopted Statement of Financial Accounting Standard (SFAS) No. 133
(subsequently amended by SFAS Nos. 137 and 138), Accounting for Derivative
Instruments and Hedging Activities, on January 1, 2001. This statement requires
that derivative instruments be recorded in the balance sheet as either assets or
liabilities measured at fair value, and that changes in the fair value of the
derivative instruments be recorded as unrealized gains or losses in either net
income or other comprehensive income, depending on whether specific hedge
accounting criteria are met.
In connection with the purchase of certain raw materials, principally copper, on
behalf of firm contracts with customers, the Company has entered into commodity
forward contracts through December 31, 2002 as deemed appropriate for these
customers to reduce their risk of future price increases. The notional amount of
these forward contracts, which were designated as fair value hedging
instruments, was $15.7 million, $16.9 million and $18.1 million at July 1, 2001,
April 1, 2001 and January 1, 2001, respectively. For the six months ended July
1, 2001, a $34,000 increase to cost of goods sold was recorded for the
ineffective portion of the change in fair value of these derivative instruments.
Also in connection with the purchase of certain raw materials, principally
copper, for anticipated future contracts with customers, the Company has entered
into commodity forward contracts through December 31, 2002 to reduce the
Company's risk of future price increases. The notional amount of these forward
contracts, which were designated as cash flow hedging instruments, was $ 27.4
million, $12.5 million and $14.5 million at July 1, 2001, April 1, 2001 and
January 1,
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2001, respectively. For the six-months ended July 1, 2001, a decline in fair
value of these forward contracts of $1.9 million was recorded, $1.8 million in
accumulated other comprehensive loss and a $0.1 million increase in cost of
goods sold for the ineffective portion of the change in fair value of these
derivative instruments.
At July 1, 2001, the Company had forward exchange contracts outstanding to
purchase foreign currency with a notional value of $4.7 million and to sell
foreign currency with a notional value of $1.6 million. These forward contracts
were designated as fair value hedging instruments and there was no ineffective
portion of the change in fair value of these forward contracts for the period
ended July 1, 2001.
At July 1, 2001, in connection with the purchase of natural gas, the Company had
commodity futures to purchase natural gas for the period of August 2001 through
March 2002 with a notional value of $2.7 million. These future contracts were
designated as cash flow hedging instruments and there was no ineffective portion
of the change in fair value of these future contracts for the period ended July
1, 2001. For the six-months ended July 1, 2001, the Company recorded a decline
in fair value of these instruments of $0.9 million in accrued liabilities and
accumulated other comprehensive loss.
All derivative transactions are subject to the Company's risk management policy,
which does not permit speculative positions. The Company formally documents all
relationships between hedging instruments and hedged items, its risk management
objective and its strategy for undertaking the hedge. This process includes
identification of the hedging instrument, the hedged transaction, the nature of
the risk being hedged, and the method of assessing the effectiveness of the
hedge.
NOTE 6. DEBT
The Company has a $200 million Revolving Credit Facility (the "Facility") which
matures on April 30, 2002. At July 1, 2001, the Company has reclassified $94.0
million of outstanding borrowings under the Facility from long-term debt to
current liabilities. As of July 1, 2001, the Company had approximately $97.5
million in outstanding borrowings and obligations under the Facility and
approximately $102.5 million in additional borrowing availability thereunder.
The Facility contains several financial covenants and other covenants relating
to intercompany indebtedness. At July 1, 2001, the Company was in violation of
its maximum leverage ratio for the second quarter of 2001 and the limits of
intercompany indebtedness. On August 8, 2001, the Company and the lenders
executed the Fifth Amendment and Limited Waiver to Credit Agreement regarding
these debt covenant violations and modified certain financial covenants for the
last six-months of 2001. In conjunction with these waivers, the floating base
interest rate on the Facility was changed to LIBOR plus 0.75% to 2.00%.
NOTE 7. COMPREHENSIVE INCOME
For the three-month periods ended July 1, 2001 and July 2, 2000, total
comprehensive income was $6.8 million and $6.4 million, respectively. For the
six-month periods ended July 1, 2001
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and July 2, 2000, total comprehensive income was $6.8 million and $12.5 million
respectively. Comprehensive income differs from net income due to foreign
currency translation adjustments and, beginning in 2001, adjustments related to
accounting for derivative instruments and hedging activities in accordance with
SFAS No. 133 and subsequent amendments.
Comprehensive income is as follows:
Three-month period ending: Six-month period ended:
JULY 1, 2001 JULY 2, 2000 JULY 1, 2001 JULY 2, 2000
- -----------------------------------------------------------------------------------------------------------------
(In thousands)
Net income $3,474 $ 8,009 $ 9,785 $14,856
Translation adjustment for financial statements
denominated in a foreign currency 3,689 (1,650) (1,238) (2,321)
Unrealized loss on cash flow hedges, net of tax (372) -- (1,718) --
- -----------------------------------------------------------------------------------------------------------------
Comprehensive income $6,791 $ 6,359 $ 6,829 $12,535
==================================================================================================================
NOTE 8. RESTRUCTURING AND OTHER CHARGES
During the second quarter of 2001, the Company recognized restructuring and
other charges of $4.7 million ($2.8 million net of tax) related to the closure
of the Ratcliffs Severn facility in Richmond Hill, Ontario, Canada. The closure
resulted from the Company's plan to consolidate its strip manufacturing
capabilities into one facility at Fergus, Ontario, Canada in order to achieve
cost and manufacturing efficiencies. The Company accrued and charged to expense
$3.4 million for severance benefits for approximately 135 salaried and hourly
employees. As of July 1, 2001, the Company had charged $0.2 million against the
liability for severance benefits and had terminated 19 of 135 employees. The
restructuring charge also included $1.3 million of other costs related to the
consolidation of the strip manufacturing capabilities, including a $0.1 million
write-off of impaired assets. As of July 1, 2001, the Company had charged $0.4
million against the liability for professional fees and other costs. The Company
anticipates that the restructuring will be substantially completed by the end of
the third quarter of 2001.
NOTE 9. INDUSTRY SEGMENTS
The Company's reportable segments are based on the Company's three product
lines: commercial products, wholesale products and rod, bar, strip and other
products. Commercial products consist primarily of high value added products
sold directly to original equipment manufacturers. Wholesale products are
commodity-type plumbing tube products, which are primarily sold to plumbing
wholesalers and distributors. Rod, bar, strip and other products are sold to a
variety of customers.
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Summarized financial information concerning the Company's reportable segments is
shown in the following table:
Rod, Bar, Strip
Commercial Wholesale & Other Consolidated
- ---------------------------------------------------------------------------------------------------------------------
(In thousands)
THREE-MONTH PERIOD ENDED JULY 1, 2001
NET SALES $124,499 $25,776 $24,574 $174,849
GROSS PROFIT 18,180 2,911 1,113 22,204
Three-month period ended July 2, 2000
Net sales $126,813 $24,550 $28,184 $179,547
Gross profit 19,038 3,162 2,559 24,759
SIX-MONTH PERIOD ENDED JULY 1, 2001
NET SALES $261,101 $49,267 $53,841 $364,209
GROSS PROFIT 36,923 5,226 1,224 43,373
Six-month period ended July 2, 2000
Net sales $251,126 $49,285 $56,941 $357,352
Gross profit 36,253 7,210 4,501 47,964
NOTE 10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three-month period ended: Six-month period ended:
JULY 1, 2001 July 2, 2000 JULY 1, 2001 July 2, 2000
- ------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Net income $ 3,474 $ 8,009 $ 9,785 $14,856
Dividends on preferred stock (70) (70) (140) (140)
==================================================================================================================
Net income applicable to common shares $ 3,404 $ 7,939 $ 9,645 $14,716
==================================================================================================================
Basic weighted average common shares 12,073 12,116 12,063 12,262
Employee stock options 332 212 248 168
- ------------------------------------------------------------------------------------------------------------------
Diluted weighted average common and
common equivalent shares 12,405 12,328 12,311 12,430
==================================================================================================================
Net income per common share - basic $ 0.28 $ 0.66 $ 0.80 $1.20
==================================================================================================================
Net income per common share - diluted $ 0.27 $ 0.64 $ 0.78 $1.18
==================================================================================================================
NOTE 11. STOCK REPURCHASE PLAN
In September 1998, the Company announced that the Board of Directors had
authorized the Company to purchase up to 1,000,000 shares of the Company's
outstanding common stock in the open market from time to time as market
conditions warranted. In July 1999, the Company announced that the Board of
Directors had authorized an increase in the amount of this common stock
repurchase program up to 2,000,000 shares. On July 6, 2000, the Company
announced completion of this common stock repurchase program at an aggregate
purchase price of $36.7 million and the repurchase of 2,000,000 shares.
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On April 6, 2000, the Company also announced that the Board of Directors had
authorized the Company to purchase an additional 1,000,000 shares of the
Company's outstanding common stock. As of July 1, 2001, the Company had
repurchased 179,900 shares of common stock under this program. The common stock
repurchase program, which was extended on February 23, 2001, expires March 31,
2002.
NOTE 12. RECENT PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 142 Goodwill and Other Intangible
Assets. This statement addresses financial accounting and reporting for acquired
goodwill and other intangible assets. SFAS No. 142 presumes that goodwill has an
indefinite useful life and thus should not be amortized but rather tested at
least annually for impairment. Intangible assets will still be amortized over
their useful lives under SFAS No. 142
Effective January 1, 2002, the Company will adopt SFAS No. 142. The Company has
not yet determined the amount, if any, of goodwill impairment under the specific
guidance of SFAS No. 142. The Company has $111.0 million of net deferred charges
and intangible assets at July 1, 2001, of which $107.1 million is goodwill.
Amortization expense of goodwill for the year ended December 31, 2001 is
estimated to be $3.3 million.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JULY 1, 2001 COMPARED TO
THREE-MONTH PERIOD ENDED JULY 2, 2000
Consolidated net sales for the second quarter ended July 1, 2001 were $174.8
million, a decrease of $4.7 million, or 2.6%, from net sales of $179.5 million
in the second quarter ended July 2, 2000. Sales decreased primarily as a result
of a slowing North American economy as well as internationally due to a strong
U.S. dollar relative to other currencies. Decreases in sales of industrial tube,
fabricated products and strip products were partially offset by the addition of
joining products. The average COMEX price was $0.75 per pound in the second
quarter of 2001 compared with $0.80 per pound in 2000. Pounds shipped decreased
8.1 million pounds, or 7.9%, in the second quarter of 2001 to 94.6 million from
102.7 million in 2000.
Pounds of commercial products shipped decreased by 5.6 million pounds, or 8.7%,
in the second quarter of 2001 to 58.4 million, from 64.0 million in the second
quarter of 2000. The decrease in shipments was primarily due to lower volumes of
industrial tube and fabricated products, reflecting a weak economy and cooler
weather. Lower alloy tube shipments primarily resulted from the Company's
strategy to enhance the operating results of this product. These volume
decreases were partially offset by a marginal increase in technical tube
shipments and the addition of joining products. Sales of commercial products
decreased $2.3 million, or 1.8%, in the second quarter of 2001 to $124.5 million
from $126.8 million in 2000. Sales decreased due to lower volumes of industrial
tube, fabricated products and alloy tube. These declines in sales were largely
offset by the addition of joining products. Gross profit from commercial
products decreased by $0.8 million, or 4.5%, in the second quarter of 2001 to
$18.2 million from $19.0 million in 2000.
Pounds of wholesale products shipped increased by 2.7 million pounds, or 15.6%,
in the second quarter of 2001 to 19.8 million pounds from 17.1 million pounds in
2000. Sales of wholesale products increased $1.3 million, or 5.0%, in the second
quarter of 2001 to $25.8 million from $24.5 million in 2000. Gross profit from
wholesale products decreased $0.3 million, or 7.9%, in the second quarter of
2001 to $2.9 million from $3.2 million in 2000, reflecting the negative impact
of a 20% decline in pricing.
Pounds of rod, bar, strip and other products shipped decreased by 5.2 million
pounds, or 24.2%, in the second quarter of 2001 to 16.4 million from 21.6
million in 2000, primarily due to a change in the mix of products sold, from
heavy-gauge strip to a light-gauge strip. Sales of rod, bar, strip and other
products decreased $3.6 million, or 12.8%, in the second quarter of 2001 to
$24.6 million from $28.2 million in 2000. Gross profit from rod, bar, strip and
other products decreased $1.5 million in the second quarter of 2001 to $1.1
million from $2.6 million in 2000. The decrease in gross profit was primarily
due to inefficiencies incurred in the transition from heavy-gauge to light-gauge
strip and to additional costs incurred as the Company consolidates production of
strip products into one facility.
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Consolidated gross profit decreased 10.3% in the second quarter of 2001 to $22.2
million from $24.8 million in 2000. Gross profit was negatively impacted by the
aforementioned overall decline in volume of shipments, inefficiencies in the
production of strip products and the decline in pricing for wholesale products.
Additionally, gross profit was negatively impacted by approximately $1.4 million
of higher energy, transportation and healthcare costs, which the Company was
able to partially mitigate through its cost reduction efforts, capital
improvement programs and energy hedging programs.
Consolidated selling, general and administrative expenses for the second quarter
of 2001 increased 3.6% to $8.9 million, compared with $8.6 million in 2000,
while remaining approximately five percent of sales for both the second quarter
of 2001 and 2000. Excluding the selling, general and administrative expenses of
Wolverine Joining Technologies and the Distribution Center in The Netherlands,
both of which were acquired in the fourth quarter of 2000, selling, general and
administrative expenses decreased approximately 4.1%, or $0.3 million, primarily
due to a reduction in incentive compensation.
During the second quarter of 2001, the Company recognized restructuring and
other charges of $4.7 million ($2.8 million net of tax) related to the closure
of the Ratciffs Severn facility in Richmond Hill, Ontario, Canada. The closure
resulted from the Company's plan to consolidate its strip manufacturing
capabilities into one facility at Fergus, Ontario, Canada in order to achieve
cost and manufacturing efficiencies. The Company accrued and charged to expense
$3.4 million for severance benefits for approximately 135 salaried and hourly
employees. As of July 1, 2001, the Company had charged $0.2 million against the
liability for severance benefits and had terminated 19 of the 135 employees. The
restructuring charge also included $1.3 million of other costs related to the
consolidation of the strip manufacturing capabilities, including a $0.1 million
write-off of impaired assets. As of July 1, 2001, the Company had charged $0.4
million against the liability for professional fees and other costs. The Company
anticipates that the restructuring will be substantially completed by the end of
the third quarter of 2001. The Company expects to realize approximately $3.4
million ($2.0 million net of tax) in reduced salary and related expenses per
year as a result of the consolidation of its strip manufacturing capabilities.
Consolidated net interest expense for the second quarter of 2001 increased $0.5
million to $3.5 million, compared to $3.0 million in 2000. The increase in
interest expense is the result of having approximately $97 million in
outstanding borrowings and obligations under the Revolving Credit Facility at
July 1, 2001, versus approximately $36 million at July 2, 2000, reflecting the
funding of the Wolverine Joining Technologies acquisition and an increase in
capital expenditures in 2001 as compared to 2000. Interest expense for the
remainder of 2001 will be impacted by the terms of the Fifth Amendment and
Limited Waiver to Credit Agreement dated August 8, 2001. See Note 6 to Notes to
the Condensed Consolidated Financial Statements. The floating base interest rate
on the Facility was changed to LIBOR plus 0.75% to 2.00% from LIBOR plus 0.25%
to 1.00%.
Amortization and other, net was $0.4 million of expense in the second quarter of
2001, as compared to $0.3 million in 2000. The Company recorded a foreign
currency exchange loss of $0.4 million in 2001 versus a foreign currency
exchange loss of $0.1 million in 2000. These
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foreign currency losses are largely attributable to fluctuations in the Canadian
to U.S. dollar exchange rate. Also reflected in other expense is the elimination
of minority interest, which was a $0.1 million credit in 2001 versus a $0.1
million debit in 2000. Amortization expense remained approximately the same in
the second quarter of 2001 as compared to the second quarter of 2000.
The effective tax rate for the second quarter of 2001 was 25.7% versus 37.4% in
2000. The Company recognized a tax benefit of $1.9 million in the second quarter
of 2001 related to the restructuring charges described above. Excluding the
effect of the tax benefit and the associated restructuring charge, the effective
tax rate for the second quarter of 2001 was 32.7%. The decrease in the effective
tax rate in the second quarter of 2001 resulted from more income from tax
jurisdictions with lower tax rates than in the second quarter of 2000.
Consolidated net income in the second quarter of 2001 was $3.5 million, or $0.27
per diluted share, compared to $8.0 million, or $0.64 per diluted share, in
2000. Excluding the restructuring charge recognized in the second quarter of
2001, consolidated net income was $6.3 million or $0.50 per diluted share.
SIX-MONTH PERIOD ENDED JULY 1, 2001 COMPARED TO
SIX-MONTH PERIOD ENDED JULY 2, 2000
Consolidated net sales for the six-month period ended July 1, 2001 were $364.2
million, an increase of $6.9 million, or 1.9%, from net sales of $357.3 million
in the six-month period ended July 2, 2000. Sales increased as a result of a
richer mix of products sold, mainly attributable to the addition of joining
products, which resulted from the acquisition of Wolverine Joining Technologies
in September 2000, and increased volumes of technical tube. The average COMEX
price was $0.79 per pound in 2001 compared with $0.81 per pound in 2000. Pounds
shipped decreased 7.4 million pounds, or 3.7%, in 2001 to 194.8 million from
202.2 million in 2000.
Pounds of commercial products shipped decreased by 5.2 million pounds, or 4.2%,
in 2001 to 120.7 million, from 125.9 million in 2000. The decrease in shipments
was primarily due to lower volumes of industrial tube and fabricated products,
reflecting a weak economy and cooler weather. Lower alloy tube shipments
primarily resulted from the Company's strategy to enhance the operating results
of this product. These volume decreases were partially offset by increased
volumes of technical tube and the addition of joining products. Sales of
commercial products increased $10.0 million, or 4.0%, in 2001 to $261.1 million
from $251.1 million in 2000. Sales increased due to the addition of joining
products and to a lesser extent, increased volumes of technical tube. Gross
profit from commercial products increased by $0.6 million, or 1.8%, in 2001 to
$36.9 million from $36.3 million in 2000. The increase in gross profit was the
result of the addition of Wolverine Joining Technologies and to a lesser extent,
improved operating results of alloy tube. The increase in gross profit was
partially offset by the impact of lower volumes of industrial tube and
fabricated products.
Pounds of wholesale products shipped increased by 3.5 million pounds, or 10.5%,
in 2001 to 37.0 million pounds from 33.5 million pounds in 2000. Sales of
wholesale products remained
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approximately the same at $49.3 million for 2001 and 2000, reflecting a
significant decline in pricing due to aggressive competitive pricing. Gross
profit from wholesale products decreased $2.0 million, or 27.5%, in 2001 to $5.2
million from $7.2 million in 2000.
Pounds of rod, bar, strip and other products shipped decreased by 5.7 million
pounds, or 13.4%, in 2001 to 37.1 million from 42.8 million in 2000, primarily
due to a change in the mix of products sold, from heavy-gauge strip to a
light-gauge strip. Sales of rod, bar, strip and other products decreased $3.1
million, or 5.4%, in 2001 to $53.8 million from $56.9 million in 2000. Gross
profit from rod, bar, strip and other products decreased $3.3 million in 2001 to
$1.2 million from $4.5 million in 2000. The decrease in gross profit was due to
inefficiencies incurred in the transition from heavy-gauge to light-gauge strip
and to additional costs incurred as the Company consolidates production of strip
products into one facility.
Consolidated gross profit decreased 9.6% in 2001 to $43.4 million from $48.0
million in 2000. Gross profit was negatively impacted by the aforementioned
inefficiencies in the production of strip products, lower volumes of industrial
tube and fabricated products and the decline in pricing for wholesale products.
Additionally, gross profit was negatively impacted by approximately $3.6 million
of higher energy, transportation and healthcare costs, which the Company was
able to partially mitigate through its cost reduction efforts, capital
improvement programs and energy hedging programs.
Consolidated selling, general and administrative expenses in 2001 increased 2.9%
to $17.8 million, compared with $17.3 million in 2000, while remaining
approximately five percent of sales for both 2001 and 2000. Excluding the
selling, general and administrative expenses of Wolverine Joining Technologies
and the Distribution Center in The Netherlands, both of which were acquired in
September 2000, selling, general and administrative expenses decreased
approximately 4.8%, or $0.8 million, primarily due to a reduction in incentive
compensation.
Consolidated net interest expense for 2001 increased $1.1 million to $7.5
million, compared to $6.4 million in 2000. The increase in interest expense is
the result of having approximately $97 million in outstanding borrowings and
obligations under the Revolving Credit Facility at July 1, 2001, versus
approximately $36 million at July 2, 2000, reflecting the funding of the
Wolverine Joining Technologies acquisition and an increase in capital
expenditures in 2001 as compared to 2000. Partially mitigating the increase in
net interest expense was an increase of $0.5 million of interest income and an
increase of $0.5 million of capitalized interest.
Amortization and other, net was $0.4 million of income in 2001, as compared to
expense of $0.5 million in 2000. The Company recorded a foreign currency
exchange gain of $0.2 million in 2001 versus a foreign currency exchange loss of
$0.1 million in 2000. These foreign currency gains and losses are largely
attributable to fluctuations in the Canadian to U.S. dollar exchange rate. Also
reflected in other expense is the elimination of minority interest, which was a
$0.3 million credit in 2001 versus a $0.2 million debit in 2000. Amortization
expense was $0.3 million in 2001 versus $0.2 million in 2000.
The effective tax rate for 2001 was 29.2% versus 37.6% in 2000. Absent a $0.4
million non-recurring tax benefit recorded by the Company for its Canadian
operations in the first quarter of
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2001 and absent a tax benefit of $1.9 million and the associated $4.7 million
restructuring charge recorded in the second quarter of 2001, the effective tax
rate for 2001 would have been approximately 33.9%. The decrease in the effective
tax rate in 2001 resulted from more income from tax jurisdictions with lower tax
rates than in 2000.
Consolidated net income in 2001 was $9.8 million, or $0.78 per diluted share,
compared to $14.9 million, or $1.18 per diluted share, in 2000. Excluding the
restructuring charge recognized in the second quarter of 2001, consolidated net
income was $12.6 million or $1.01 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided for operating activities totaled $15.4 million in the first
six-months of 2001 as compared to $12.7 million in the first six-months of 2000.
The Company's cash position improved in 2001 versus 2000, despite a $5.1 million
reduction in net income, largely due to the fact that the Company received
approximately $6.2 million of income tax refunds in the first quarter of 2001
which were primarily related to overpayments of estimated 2000 taxes. In the
first six months of 2001 and 2000, inventory increased primarily due to the
seasonal nature of the business. Accounts receivable increased $18.0 million in
the first six-months of 2000 versus $2.8 million in 2001, primarily due to a 10%
increase in sales in 2000 versus sales levels in 1999. Sales in 2001 versus 2000
increased only 2%.
Capital expenditures were $21.8 million in 2001 as compared to $16.3 million in
2000, primarily due to increased spending under the Company's capital
improvement program, Project 21. The Company currently expects to spend
approximately $30 to $32 million in 2001 as it continues its Project 21 program.
The Company capitalized $1.6 million of other costs in the first quarter of 2001
related primarily to its acquisition of Wolverine Joining Technologies.
The Company's Revolving Credit Facility (the "Facility") matures on April 30,
2002. At July 1, 2001, the Company has reclassified $94.0 million of outstanding
borrowings under the Facility from long-term debt to current liabilities. The
Company believes that it will have a refinancing structure in place in advance
of the April 30, 2002 maturity date. As of July 1, 2001, the Company had
approximately $97.5 million in outstanding borrowings and obligations under the
Facility and approximately $102.5 million in additional borrowing availability
thereunder.
The Facility contains several financial covenants and other covenants related to
intercompany indebtedness. At July 1, 2001, the Company was in violation of its
maximum leverage ratio for the second quarter of 2001 and the limits of
intercompany indebtedness. On August 8, 2001, the Company and the lenders
executed the Fifth Amendment and Limited Waiver to Credit Amendment regarding
these debt covenant violations and modified certain financial covenants for the
last six-months of 2001. In conjunction with these waivers, the floating base
interest rate on the Facility was changed to LIBOR plus 0.75% to 2.00%, from
LIBOR plus 0.25% to 1.00%.
On July 10, 2001, Standard and Poors lowered its corporate credit, bank loan and
debt ratings on the Company from BBB- to BB+ and provided a negative outlook on
the Company. The rating agency sited the level of debt outstanding and the
impact of the economic slowdown in North America on the Company's operating
profitability as the primary factors influencing the change
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in its rating. As a result of the lowered rating and other economic factors
affecting the practices of credit institutions, the Company could incur higher
interest rates upon refinancing its Facility.
The Company believes that it will be able to satisfy its existing working
capital needs, interest obligations, stock repurchases, dividend payments and
capital expenditure requirements with cash flow from operations and funds
available from the Facility.
SUBSEQUENT EVENTS
On July 26, 2001, the Company announced its plan to reduce its workforce by
approximately 100 positions. These reductions in workforce are in response to
the downturn in the economy and its negative impact to the Company's sales and
capacity utilization. These reductions will be substantially completed by the
end of the third quarter of 2001. The Company anticipates recognizing a
restructuring charge of $2.0 to $2.5 million in the third quarter of 2001
related primarily to severance costs.
ENVIRONMENTAL
The Company's facilities and operations are subject to extensive environmental
laws and regulations. During the three and six-month periods ended July 1, 2001,
the Company spent approximately $0.1 million and $ 0.2 million respectively, on
environmental matters, which included remediation costs, monitoring costs, and
legal and other costs. The Company has a reserve of approximately $2.0 million
for environmental remediation costs, which is reflected in the Company's
Condensed Consolidated Balance Sheet. Based upon information currently
available, the Company believes that the costs of environmental matters
described below are not reasonably likely to have a material adverse effect on
the Company's business, financial condition or results of operations.
Oklahoma City, Oklahoma
The Company is one of a number of Potentially Responsible Parties ("PRPs") named
by the United States Environmental Protection Agency (the "EPA") with respect to
the soil and groundwater contamination at the Double Eagle Refinery Superfund
site in Oklahoma City, Oklahoma. The costs associated with the cleanup of this
site will be entirely borne by the PRPs, as the site owner has filed for
bankruptcy protection. In March 1993, thirty-one PRPs named with respect to the
soil contamination of the site, including the Company, submitted a settlement
offer to the EPA. On June 15, 2001 the Company received a final proposed
Administrative Order on Consent ("Order") from the EPA. On July 30, 2001 the
Company agreed to the Order with the EPA and submitted the required
documentation. The Order provides for each PRP's liability to be limited to a
pro rata share of an aggregate amount based on the EPA's worst-case cost
scenario to remediate the site. Under the Order, the Company's settlement amount
is estimated to be $0.4 million.
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Decatur, Alabama
In 1999, the Company negotiated a new Consent Order under Section 3008(h) of the
Resource Conservation and Recovery Act (the "Order"). The Order incorporated the
Corrective Measures Study ("CMS") submitted to the EPA regarding a waste burial
site at the Decatur, Alabama facility. The Order also included an upgrade to an
existing chrome groundwater remediation system. The CMS proposes current
monitoring and site maintenance. The remaining monitoring, legal and other costs
related to the groundwater remediation project are estimated to be $0.8 million.
On May 31, 2001, the EPA ordered modifications to the previously approved CMS
and operations and maintenance plan to include continued monitoring of the
burial site and the development of a contingency plan in the event that
contamination is detected. In addition, the EPA requested that the Company have
a deed restriction placed on the burial site area to restrict any future
development. The Company is currently evaluating the financial and technical
impacts (if any) of these requests, and will work with the EPA to address these
matters. The cost to the Company to comply with the CMS, as currently approved,
is not expected to have a material adverse effect on the Company's business,
financial condition or results of operations.
In July of 2000, the Company notified the Alabama Department of Environmental
Management ("ADEM") of low levels of certain volatile organic chemicals and
petroleum hydrocarbons detected in the groundwater at the Decatur, Alabama
facility during the expansion of the facility. The Company expects to further
define the extent of any contamination and execute any necessary remedies once
construction in the area is completed. On June 13, 2001 the Company received a
letter from the ADEM stating that a preliminary assessment would not be
conducted until 2002.
Ardmore, Tennessee
On December 28, 1995, the Company entered into a Consent Order and Agreement
with the Tennessee Division of Superfund (the "Tennessee Division"), relating to
the Ardmore, Tennessee facility (the "Ardmore facility"), under which the
Company agreed to conduct a preliminary investigation regarding whether volatile
organic compounds detected in and near the municipal drinking water supply are
related to the Ardmore facility and, if necessary, to undertake an appropriate
response. That investigation has disclosed contamination, including elevated
concentrations of certain volatile organic compounds in soils of certain areas
of the Ardmore facility and also has disclosed elevated levels of certain
volatile organic compounds in the shallow residuum groundwater zone at the
Ardmore facility.
Under the terms of the Consent Order and Agreement, the Company submitted a
Remedial Investigation and Feasibility Study ("RI/FS") work plan, which was
accepted by the Tennessee Division, and the Company has initiated the RI/FS. The
Tennessee Division approved the Groundwater Assessment Plan (as a supplement to
the RI/FS Plan) and additional groundwater sampling to determine the lateral and
vertical extent of possible contamination began in July 2000. The data from the
groundwater assessment, the subsequent risk assessment and a preliminary review
of remedial alternatives will complete the RI/FS portion of the project. It is
anticipated that the RI/FS will be submitted to the Tennessee Division in 2001.
A Corrective Measures Study will follow the RI/FS and will recommend any
required remediation. On June
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13, 2001, the Company purchased 22 acres immediately north of the Ardmore
facility because of the migration of groundwater contamination onto this
property. The Company believes that owning the property will reduce both
potential liability and long-term remediation costs. Based on recent testing
efforts at the facility and the available information, the Company preliminarily
estimates a range of between $0.7 million and $1.8 million to complete the
investigation and develop the remediation plans for this site.
A report of a 1995 EPA site inspection of the Ardmore facility recommended
further action for the site. The Company believes, however, that because the
Tennessee Division is actively supervising an ongoing investigation of the
Ardmore facility, it is unlikely that the EPA will intervene and take additional
action. If the EPA should intervene, however, the Company could incur additional
costs for any further investigation or remedial action required.
Greenville, Mississippi
Following the Company's acquisition of its Greenville, Mississippi facility (the
"Greenville facility"), a preliminary investigation disclosed volatile organic
compounds in soil and groundwater at the site. The Company entered into a
consent agreement with the Mississippi Department of Environmental Quality (the
"MDEQ") on July 15, 1997. Remediation efforts began in the third quarter of 1997
and were expected to take approximately three years. The Company recently
submitted a report of remediation activities and requested that the MDEQ allow
it to cease active remediation and begin post-closure monitoring. However, there
can be no assurance that remediation efforts will be allowed to be permanently
discontinued, and operations, maintenance and other expenses of the remediation
system may continue for a longer period of time. Through October 3, 1998,
applicable costs of testing and remediation required at the Greenville facility
had been shared with the former owners of the facility pursuant to the terms of
an Escrow Agreement established at the time the facility was acquired.
Subsequent to October 3, 1998, the Company released the former owners of the
facility from liability related to the remediation of the Greenville facility
following the receipt of a $145,000 settlement payment. The Company estimates
the remaining investigative and remedial costs could total $0.1 million under
the remediation plan the Company adopted, but these costs could increase if
additional remediation is required.
The Company has previously entered into the Mississippi Brownfield Program for
industrial site redevelopment. The Company has delineated the Brownfield site,
prepared and submitted a Brownfield contingency monitoring plan, and is
implementing passive remediation at the site. The Company anticipates long-term
monitoring of the site to continue until the concentrations of contaminants
reach the MDEQ target goals.
Altoona, Pennsylvania
With respect to the Altoona, Pennsylvania facility, the Company has entered into
the State of Pennsylvania Department of Environmental Protection Act II Program
(the "Program"). The Program was entered to address issues of contamination from
closed hazardous waste lagoons and oil contamination of soil at such facility.
The hazardous waste lagoons were closed in 1982. The Program is a voluntary site
remediation program, which allows the Company to direct the
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site evaluation and any eventual remediation. Preliminary costs are estimated at
$0.2 million to complete the investigation phase of the Program. Once the
investigation phase is completed, a decision on remediation (if any) will be
made. Insufficient information exists at this point to estimate any remediation
costs or if remediation will be required. It is the Company's position that the
previous owner indemnified the Company for any liability in the matter. The
Company is pursuing this indemnification with Millennium Chemicals (formerly
National Distillers), and thus no liability has been recorded at July 1, 2001.
Other
The Company has been named as a party in a Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") lawsuit by Southdown Environmental
Services ("Southdown") and Allworth, Inc. ("Allworth"). The Company is named
with approximately 200 other companies (collectively, with the Company, the
"Group") in the suit. The Company, along with the other members of the Group,
contracted with Allworth, and subsequently Southdown, for treatment, storage and
disposal of hazardous wastes between 1978 and 1995. The suit seeks compensation
from the Group for costs related to environmental cleanup incurred by Southdown,
and potentially Allworth, at the site in Birmingham, Alabama. The site is
presently owned by Philips Services Corporation ("Philips"). To date, the
Company has only incurred legal fees associated with this matter. Negotiations
have been ongoing, unsuccessfully, between Philips, Southdown and Allworth to
reach a settlement. The Company's potential share of liability, if any, is
unknown at this point. Summary judgement was granted in favor of the Company and
the lawsuit against the Company was dismissed. Allworth has subsequently filed
an appeal of the dismissal.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain of the statements and subject areas contained herein in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" are
made pursuant to the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements use such words
as "may", "will", "expect", "believe", "plan" and other similar terminologies.
All statements which address operating performance, events or developments that
we expect or anticipate will occur in the future- including statements relating
to operating performance, restructuring strategies, property, plant and
equipment expenditures, debt refinancing and sources and uses of cash-are
forward-looking statements. These forward-looking statements are subject to
various risks and uncertainties that could cause actual results to differ
materially from those stated or implied by such forward-looking statements. The
Company undertakes no obligation to publicly release any revision of any
forward-looking statements contained herein to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events. With respect to expectations of future earnings, factors that could
affect actual results include, without limitation, global and local economic and
political environments, weather conditions, environmental contingencies,
regulatory pressures, labor costs, raw material costs, fuel, energy and
healthcare costs, the mix of geographic and product revenues, the effect of
currency fluctuations, competitive products and pricing, assumptions made as to
customer retention, costs associated with attracting new customers, costs of
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integrating recent acquisitions, costs associated with refinancing the Company's
debt maturing April 30, 2002 and costs of implementing restructuring strategies.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At July 1, 2001, the Company had forward exchange contracts outstanding to
purchase foreign currency with a notional value of $4.7 million and to sell
foreign currency with a notional value of $1.6 million. As of July 1, 2001, the
Company had an unrealized gain of $0.1 million associated with these forward
contracts. The potential loss in fair value for these forward contracts from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $0.6 million.
In connection with the purchase of certain raw materials, principally copper, on
behalf of certain customers for future manufacturing requirements, the Company
has entered into commodity forward contracts as deemed appropriate for these
customers to reduce their risk of future price increases. The amount of forward
contracts and their respective fair values have materially changed since
December 31, 2000 primarily due to the change in copper prices.
At December 31, 2000, the Company had contracts hedging certain future commodity
purchases through December 2001 of $32.7 million. The estimated fair value of
these outstanding contracts was approximately $31.8 million at December 31,
2002. At July 1, 2001, the Company had contracts hedging certain future
commodity purchases through December 2002 of $43.1 million. The estimated fair
value of these outstanding contracts was approximately $39.6 million at July 1,
2001. The potential loss in fair value for these forward contracts from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $4.3 million.
In connection with the purchase of natural gas, the Company has entered into
commodity futures contracts to purchase natural gas for the period of August
2001 through March 2002. These contracts are accounted for as hedges and,
accordingly, realized gains and losses are recognized in cost of goods sold upon
settlement. At July 1, 2001, the Company had outstanding contracts with a
notional value of $2.7 million and an unrealized loss of $0.9 million based on
the price of the futures at July 1, 2001. The potential loss in fair value for
these forward contracts from a hypothetical 10% adverse change in quoted futures
rates would be approximately $0.3 million.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There were no material legal proceeding developments during the
three-month period ended July 1, 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 23, 2001, the Company held its Annual Meeting of Stockholders.
The matters voted on at the meeting and the results of those votes are
as follows:
1. Election of Directors.
Votes For Votes Withheld
---------- --------------
John L Duncan 11,266,402 175,691
Jan K. Ver Hagen 11,266,522 175,571
2. Appointment of Ernst & Young LLP as Independent Auditors.
Votes For Votes Against Votes Withheld
--------- ------------- --------------
11,337,376 52,190 52,527
3. Approval and adoption of Wolverine Tube, Inc.'s 2001 Stock
Option Plan for Outside Directors.
Votes For Votes Against Votes Withheld
--------- ------------- --------------
8,332,204 3,043,596 66,293
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Agreement for Supplemental Executive Retirement
Benefits as Amended and Restated as of March 26,
2001.
10.2 Fifth Amendment and Limited Waiver to Credit
Agreement dated August 8, 2001, by and between the
Company, Wolverine Tube (Canada) Inc. and the lenders
named therein.
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(b) Reports on Form 8-K
A current report on Form 8-K was filed on May 1, 2001 related
to the reporting of earnings for the first quarter of 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Wolverine Tube, Inc.
By: /s/ James E. Deason
------------------------------------------------------
Name: James E. Deason
Title: Executive Vice President, Chief Financial Officer,
Secretary and Director
Dated: August 15, 2001
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