1
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 3, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
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Commission file number 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
(State of Incorporation) (IRS Employer Identification No.)
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35806
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(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 6, 1999
----- --------------------------------
Common Stock, $0.01 Par Value 13,322,864 Shares
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FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
PART I
Page No.
Item 1. Financial Statements
Condensed Consolidated Statements of Income (Unaudited)--
Three-Month and Six-Month Periods Ended July 3, 1999 and July 4, 1998..................1
Condensed Consolidated Balance Sheets (Unaudited)-- July 3, 1999 and
December 31, 1998......................................................................2
Condensed Consolidated Statements of Cash Flows (Unaudited)--
Six-Month Periods Ended July 3, 1999 and July 4, 1998..................................3
Notes to Condensed Consolidated Financial Statements (Unaudited).......................4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................16
PART II
Item 1. Legal Proceedings.....................................................................18
Item 4. Submission of Matters to a Vote of Security Holders...................................18
Item 6. Exhibits and Reports on Form 8-K......................................................19
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ITEM 1. FINANCIAL STATEMENTS
WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except share amounts)
Three-month period ended: Six-month period ended:
JULY 3, 1999 July 4, 1998 JULY 3, 1999 July 4, 1998
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Net sales $ 164,317 $ 169,640 $ 325,162 $ 339,939
Cost of goods sold 140,198 143,975 278,931 289,479
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Gross profit 24,119 25,665 46,231 50,460
Selling, general and administrative expenses 7,394 6,114 14,779 12,549
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Income from operations 16,725 19,551 31,452 37,911
Other expenses:
Interest expense 3,170 1,202 6,298 2,788
Amortization and other, net 338 190 583 435
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Income before income taxes and cumulative effect of
accounting change 13,217 18,159 24,571 34,688
Income taxes 4,626 6,491 8,760 12,445
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Income before cumulative effect of accounting change 8,591 11,668 15,811 22,243
Cumulative effect of accounting change
(net of tax benefit of $2,211) -- -- 5,754 --
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Net income 8,591 11,668 10,057 22,243
Less preferred stock dividends (70) (70) (140) (140)
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Net income applicable to common shares $ 8,521 $ 11,598 $ 9,917 $ 22,103
====================================================================================================================
Earnings per common share--basic:
Income before cumulative effect of accounting change $ 0.64 $ 0.82 $ 1.17 $ 1.57
Cumulative effect of accounting change -- -- (0.43) --
- --------------------------------------------------------------------------------------------------------------------
Net income per common share--basic $ 0.64 $ 0.82 $ 0.74 $ 1.57
====================================================================================================================
Basic weighted average number of common shares 13,373 14,112 13,369 14,099
====================================================================================================================
Earnings per common share--diluted:
Income before cumulative effect of accounting change $ 0.63 $ 0.81 $ 1.16 $ 1.55
Cumulative effect of accounting change -- -- (0.43) --
====================================================================================================================
Net income per common share--diluted $ 0.63 $ 0.81 $ 0.73 $ 1.55
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Diluted weighted average number of common and common
equivalent shares 13,544 14,317 13,532 14,295
====================================================================================================================
See Notes to Condensed Consolidated Financial Statements.
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WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
JULY 3, December 31,
1999 1998
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(Unaudited) (Note)
ASSETS
Current assets
Cash and equivalents $ 74,287 $ 78,899
Accounts receivable, net 85,960 66,231
Inventories 100,004 108,134
Prepaid expenses and other 1,626 1,094
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Total current assets 261,877 254,358
Property, plant and equipment, net 195,671 197,708
Deferred charges and intangible assets, net 88,343 87,984
Assets held for resale 2,989 2,989
Prepaid pensions 6,095 6,379
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Total assets $ 554,975 $ 549,418
=========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 36,196 $ 38,653
Accrued liabilities 9,792 12,584
Deferred income taxes 3,015 3,018
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Total current liabilities 49,003 54,255
Deferred income taxes 26,186 25,903
Long-term debt 215,408 215,689
Postretirement benefit obligations 11,391 11,606
Accrued environment remediations 2,781 3,002
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Total liabilities 304,769 310,455
Redeemable cumulative preferred stock, par value $1 per share; 20,000
shares issued and outstanding at July 3, 1999 and December 31, 1998 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, 14,187,364 and 14,147,060 shares issued as of
July 3, 1999 and December 31, 1998, respectively 142 141
Additional paid-in capital 102,022 101,514
Retained earnings 177,347 167,430
Accumulated other comprehensive income (12,073) (15,494)
Treasury stock at cost (19,232) (16,628)
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Total stockholders' equity 248,206 236,963
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Total liabilities, redeemable cumulative preferred stock and
stockholders' equity $ 554,975 $ 549,418
=========================================================================================================
Note: The Balance Sheet at December 31, 1998 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Notes to Condensed Consolidated Financial Statements.
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WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six-month period ended:
JULY 3, 1999 July 4, 1998
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OPERATING ACTIVITIES
Net income $ 10,057 $ 22,243
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 7,834 8,923
Cumulative effect of accounting change 5,754 --
Changes in operating assets and liabilities:
Accounts receivable (19,291) (20,537)
Inventories 9,111 2,268
Prepaid expenses and other (1,326) (1,029)
Accounts payable (2,768) (6,868)
Accrued liabilities including pension, postretirement
benefit and environmental (850) 4,521
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Net cash provided by operating activities 8,521 9,521
INVESTING ACTIVITIES
Additions to property, plant and equipment (11,196) (13,930)
Acquisition of business assets -- (27,017)
Other (340) (76)
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Net cash used by investing activities (11,536) (41,023)
FINANCING ACTIVITIES
Net borrowings from revolving credit facility -- 29,281
Issuance of common stock 509 773
Principal payments on long-term debt (335) (351)
Purchase of treasury stock (2,604) --
Dividends paid (140) (140)
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Net cash provided (used) by financing activities (2,570) 29,563
Effect of exchange rate on cash and equivalents 973 (864)
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Net decrease in cash and equivalents (4,612) (2,803)
Cash and equivalents beginning of period 78,899 15,096
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Cash and equivalents end of period $ 74,287 $ 12,293
================================================================================================================
See Notes to Condensed Consolidated Financial Statements
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WOLVERINE TUBE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 3, 1999
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of the Company and its wholly-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 generally accepted accounting principles 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
and six-month period ended July 3, 1999 are not necessarily indicative of the
results of operations that may be expected for the year ending December 31,
1999. For further information, refer to the consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 1998.
During the implementation of the Company's new information systems, the Company
reviewed the estimated useful lives of its property, plants and equipment. This
evaluation revealed that certain equipment was being depreciated over periods of
time which were shorter than their respective useful lives. Accordingly, a
change in estimate was made to the estimated useful lives of certain equipment,
which resulted in an increase of approximately $722,000 in net income in the
three and six-month periods ended July 3, 1999. The effect of this change in
estimate on the net income for the year ended December 31, 1999 is expected to
be approximately $1,444,000.
The Company uses its internal operational reporting cycle for quarterly
financial reporting.
NOTE 2. CONTINGENCIES
The Company is subject to extensive U.S. and Canadian federal, 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 various waste disposal sites. The Company believes
that its potential liability with respect to these waste disposal sites is not
material.
The Company has accrued environmental remediation costs of $2,781,000 as of July
3, 1999, consisting primarily of $32,000 for estimated remediation costs for the
London and Fergus, Canada facilities, $946,000 for the Decatur, Alabama
facility, $300,000 for the Greenville,
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Mississippi facility, $740,000 for the Jackson, Tennessee facility and an
aggregate of $763,000 for the Ardmore, Tennessee facility and the Shawnee,
Oklahoma facility (with respect to the Double Eagle Refinery site). Based on
information currently available, the Company believes that the costs of these
matters are not reasonably likely to have a material adverse effect on the
Company's business, financial condition or results of operations.
NOTE 3. INVENTORIES
Inventories are as follows:
JULY 3, 1999 December 31, 1998
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(In thousands)
Finished products $ 21,374 $ 22,740
Work-in-process 25,601 28,401
Raw materials and supplies 53,029 56,993
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$100,004 $108,134
==================================================================================
NOTE 4. INTEREST EXPENSE, NET
Interest expense is net of interest income and capitalized interest of
$1,040,000 and $537,000 for the three-month periods ended July 3, 1999 and July
4, 1998, respectively, and $2,162,000 and $889,000 for the six-month periods
ended July 3, 1999 and July 4, 1998, respectively.
NOTE 5. LONG-TERM DEBT
The Company's unsecured $200 million Revolving Credit Facility (the "Facility")
(i) provides for an aggregate available revolving credit facility of $200
million, including a $20 million sub-limit facility available to Wolverine Tube
(Canada) Inc., (ii) matures in full in April 2002, and (iii) provides for a
floating base interest rate that is, at the Company's election, either (a) the
higher of the federal funds effective rate plus 0.50% or the prime rate, or (b)
LIBOR plus a specified margin of 0.25% to 0.875%. As of July 3, 1999, the
Company had approximately $67 million in outstanding borrowings and obligations
under the Facility and approximately $133 million in additional borrowing
availability thereunder.
The Company is currently party to an interest rate swap agreement which
effectively fixes the interest rate on $65,000,000 in principal amount of
floating rate borrowings provided under the Facility at a rate of 6.82% plus the
specified margin of 0.25% to 1.00%. This agreement expires on May 7, 2002 and is
based on the three-month LIBOR. This interest rate swap is accounted for as a
hedge; the differential to be paid as interest rates change is accrued and
recognized as an adjustment to interest expense.
In August 1998, the Company issued $150 million in principal amount of 7 3/8%
Senior Notes (the "Notes") due August 1, 2008. The Notes were issued pursuant to
an Indenture, dated as of August 4, 1998, between the Company and First Union
National Bank, as Trustee. The Notes (i) have interest payment dates on February
1 and August 1 of each year, commencing February 1,
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1999, (ii) are redeemable at the option of the Company at a redemption price
equal to the greater of (a) 100% of the principal amount of the Notes to be
redeemed, or (b) the sum of the present value of the remaining scheduled
payments of principal and interest thereon from the redemption date to the
maturity date, discounted to the redemption date on a semiannual basis at a rate
based upon the yield of the specified treasury securities plus 25 basis points,
plus, in each case, accrued interest thereon to the date of redemption, (iii)
are senior unsecured obligations of the Company and are pari passu in right of
payment with any existing and future senior unsecured indebtedness of the
Company, including borrowings under the Facility, (iv) are guaranteed by certain
of the Company's subsidiaries, and (v) are subject to the terms of the
Indenture, which contains certain covenants that limit the Company's ability to
incur indebtedness secured by certain liens and to engage in sale/leaseback
transactions.
NOTE 6. COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Financial Accounting Standards Board
Statement No. 130, Reporting Comprehensive Income ("Statement 130"). Statement
130 establishes new rules for the reporting and display of comprehensive income
and its components; however, the adoption of Statement 130 had no impact on the
Company's net income or stockholders' equity. Statement 130 requires unrealized
gains or losses on the Company's foreign currency translation adjustments, which
prior to the adoption of Statement 130 were reported separately in stockholders'
equity, to be included in other comprehensive income. Prior year financial
statements have been reclassified to conform to the requirements of Statement
130. During the second quarters of 1999 and 1998, total comprehensive income
amounted to $10,523,000 and $8,884,000, respectively. For the first six months
of 1999 and 1998, total comprehensive income amounted to $13,478,000 and
$19,921,000.
NOTE 7. INDUSTRY SEGMENTS
The Company adopted Financial Accounting Standards Board Statement 131,
Disclosures About Segments of an Enterprise and Related Information, during
1998. The Company's reportable segments are based on the Company's three product
lines: commercial products, wholesale products and other products. Commercial
products consist primarily of high value added products sold directly to
equipment manufacturers. Wholesale products are commodity-type plumbing tube
products, which are typically sold to a variety of customers. Other products
consist primarily of commodity-type rod, bar and strip products, which 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:
Commercial Wholesale Other Consolidated
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(In thousands)
QUARTER ENDED JULY 3, 1999
SALES $113,764 $31,310 $19,243 $164,317
GROSS PROFIT 16,366 6,359 1,394 24,119
Quarter ended July 4, 1998
Sales $125,639 $27,426 $16,575 $169,640
Gross profit 23,253 1,466 946 25,665
Commercial Wholesale Other Consolidated
-----------------------------------------------------------
(In thousands)
SIX-MONTH PERIOD ENDED JULY 3, 1999
SALES $226,827 $57,503 $40,832 $325,162
GROSS PROFIT 32,961 10,440 2,830 46,231
Six-month period ended July 4, 1998
Sales $248,024 $58,529 $33,386 $339,939
Gross profit 44,457 4,661 1,342 50,460
NOTE 8. CUMULATIVE EFFECT OF ACCOUNTING CHANGE
During the first quarter of 1999, the Company adopted the American Institute of
Certified Public Accountants' Statement of Position 98-5, Reporting on the Costs
of Start-Up Activities (the "Statement"), which requires that certain costs
related to start-up activities be expensed as incurred. In accordance with the
Statement, the Company recognized a charge for the cumulative effect of a change
in accounting principle of $8 million pre-tax ($5.8 million after-tax). The
implementation of the Statement required the Company to write-off the remaining
start-up costs relating primarily to the Company's Roxboro, North Carolina;
Jackson, Tennessee; and Shanghai, China facilities.
NOTE 9. 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 3, 1999 July 4, 1998 JULY 3, 1999 July 4, 1998
- --------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Income before cumulative effect of accounting change $ 8,591 $ 11,668 $ 15,811 $ 22,243
Cumulative effect of accounting change
(net of income tax benefit) -- -- 5,754 --
- --------------------------------------------------------------------------------------------------------------------
Net income 8,591 11,668 10,057 22,243
Preferred dividends (70) (70) (140) (140)
====================================================================================================================
Net income applicable to common shares $ 8,521 $ 11,598 $ 9,917 $ 22,103
====================================================================================================================
Basic weighted common shares outstanding 13,373 14,112 13,369 14,099
Employee stock options 171 205 163 196
- --------------------------------------------------------------------------------------------------------------------
Diluted weighted average common and common equivalent
shares outstanding 13,544 14,317 13,532 14,295
====================================================================================================================
Earnings per share-basic:
Income before cumulative effect of accounting change $ 0.64 $ 0.82 $ 1.17 $ 1.57
Cumulative effect of accounting change -- -- (0.43) --
- --------------------------------------------------------------------------------------------------------------------
Net income per common share $ 0.64 $ 0.82 $ 0.74 $ 1.57
====================================================================================================================
Earnings per share-diluted:
Income before cumulative effect of accounting change $ 0.63 $ 0.81 $ 1.16 $ 1.55
Cumulative effect of accounting change -- -- (0.43) --
- --------------------------------------------------------------------------------------------------------------------
Net income per common share $ 0.63 $ 0.81 $ 0.73 $ 1.55
====================================================================================================================
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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 3, 1999 COMPARED TO THREE-MONTH PERIOD
ENDED JULY 4, 1998
For the three-month period ended July 3, 1999 consolidated net sales were $164.3
million, compared with $169.6 million in the three-month period ended July 4,
1998. The decrease in sales for the three-month period this year versus last
year was primarily attributable to a decrease in the average price of copper and
a decline in demand for the Company's higher-margin technical tube products, but
was partially offset by an increase in pounds of product shipped and fabrication
charges. The cost of copper is generally passed along to the Company's customers
and is included in the cost of goods sold. The average COMEX price of copper was
$0.67 per pound in the most recent three-month period, compared with $0.78 per
pound in the same period a year ago. The primary impact to the Company of lower
copper prices is lower net sales and cost of goods sold. The Company uses
various strategies to minimize the effect of copper prices on the Company's
earnings.
Total pounds shipped for the three-month period of 1999 increased by 3.2 million
pounds to 99.7 million pounds, compared with 96.5 million pounds in the
three-month period a year ago. Shipments of commercial tube products decreased
3.7%, primarily as a result of decreased shipments of technical tube products as
discussed above. Technical tube shipments decreased from prior year levels as
the Company experienced a significant, unexpected decline in demand for these
products from major customers. Shipments of the Company's wholesale products for
the three-month period of 1999 increased 11.7% to 23.7 million pounds, primarily
as a result of increased unit fabrication charges in the United States market.
Rod, bar and strip product shipments for the three-month period of 1999
increased 21.3% from the three-month period a year ago as shipments of strip
products to the Canadian mint increased.
Consolidated gross profit decreased 6.2% to $24.1 million in the three-month
period of 1999 compared to $25.7 million in the three-month period of 1998. This
decrease was primarily the result of decreased shipments of technical tube that
are included in commercial products, which are generally the Company's highest
margin products. In addition, higher costs associated with the
slower-than-anticipated ramp-up of the Jackson, Tennessee facility affected
gross profit to a lesser extent. Increased shipments of wholesale products and
rod, bar and strip products partially offset the reduction of gross profit
resulting from the decreased shipments of technical tube.
Consolidated selling, general and administrative expenses for the three-month
period of 1999 were $7.4 million, as compared to $6.1 million in the three-month
period of 1998. This increase was primarily the result of incremental
depreciation on the Company's new research and
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development center, information systems software, increased employee
compensation expenses relating to performance incentives and relocation costs
and increased foreign currency losses.
Consolidated net interest expense for the three-month period in 1999 increased
to $3.2 million from $1.2 million in the three-month period of 1998. This
increase was primarily the result of increased interest expense associated with
the issuance of the Company's $150 million in principal amount of 7 3/8% Senior
Notes due 2008 in August 1998.
The effective tax rate for the three-month period ended July 3, 1999 was 35.0%,
compared with 35.7% in the three-month period in 1998. The reduction in the
effective tax rate is primarily the result of tax benefits related to the
Shanghai, China facility.
Consolidated net income for the three-month period of 1999 was $8.6 million, or
$0.63 per diluted share and $0.64 per basic share, compared to $11.7 million or
$0.81 per diluted share and $0.82 per basic share, in the three-month period a
year ago.
SIX-MONTH PERIOD ENDED JULY 3, 1999 COMPARED TO SIX-MONTH PERIOD
ENDED JULY 4, 1998
For the six-month period ended July 3, 1999 consolidated net sales were $325.2
million, compared with $339.9 million in the six-month period ended July 4,
1998. The decrease in sales for the six-month period this year versus last year
was primarily attributable to a decrease in the average price of copper and a
decline in demand for the Company's higher-margin technical tube products, but
was partially offset by an increase in pounds of product shipped and fabrication
charges. The average COMEX price of copper was $0.65 per pound in the most
recent six-month period, compared with $0.78 per pound in the same period a year
ago. The primary impact to the Company of lower copper prices is lower net sales
and cost of goods sold. The Company uses various strategies to minimize the
effect of copper prices on the Company's earnings.
Total pounds shipped for the six-month period of 1999 increased by 5.1 million
pounds to 197.2 million pounds, compared with 192.1 million pounds in the
six-month period a year ago. Shipments of commercial tube products decreased
1.9%, primarily as a result of decreased shipments of technical tube products.
As previously discussed, technical tube shipments have decreased from prior year
levels as the Company experienced a significant, unexpected decline in demand
for these products from its major customers. The decrease in commercial tube
products was partially offset by increased shipments of industrial tube used in
the residential air conditioning industry. Shipments of the Company's wholesale
products for the six-month period of 1999 were unchanged from the prior year
period. Rod, bar and strip product shipments for the six-month period of 1999
increased 27.5% from the six-month period a year ago as shipments of strip
products to the Canadian mint increased during the six-month period of 1999.
Consolidated gross profit decreased 8.5% to $46.2 million in the six-month
period of 1999 compared to $50.5 million in the six-month period of 1998. This
decrease was primarily the result of decreased shipments of technical tube that
are included in commercial products, which are generally the Company's highest
margin products. In addition, costs associated with the
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slower-than-anticipated ramp-up of the Jackson, Tennessee facility affected
gross profit to a lesser extent. Increased fabrication charges from wholesale
products and rod, bar and strip products partially offset the reduction of gross
profit resulting from the decreased shipments of technical tube.
Consolidated selling, general and administrative expenses for the six-month
period of 1999 were $14.8 million, as compared to $12.5 million in the six-month
period of 1998. This increase was primarily the result of incremental
depreciation on the Company's new research and development center and
information systems software, increased employee compensation expenses relating
to performance incentives and relocation costs, foreign currency losses and
increased marketing and professional fees.
Consolidated net interest expense for the six-month period in 1999 increased to
$6.3 million from $2.8 million in the six-month period of 1998. This increase
was primarily the result of increased interest expense associated with the
issuance of $150 million in principal amount of 7 3/8% Senior Notes due 2008 in
August 1998.
The effective tax rate for the six-month period ended July 3, 1999 was 35.7%,
compared with 35.9% in the six-month period in 1998. The reduction in the
effective tax rate is primarily the result of tax benefits related to the
Shanghai, China facility in the second quarter of 1999.
During the six-month period of 1999, the Company recognized a charge for the
cumulative effect of a change in accounting principle of $8 million pre-tax
($5.8 million after tax). The Company adopted the American Institute of
Certified Public Accountants Statement of Position 98-5, Reporting on the Costs
of Start-Up Activities (the "Statement"). The implementation of the Statement
required the Company to write-off the remaining start-up costs relating
primarily to the Company's Roxboro, North Carolina, Jackson, Tennessee and
Shanghai, China facilities.
Consolidated net income for the six-month period of 1999 was $10.1 million, or
$0.73 per diluted share and $0.74 per basic share, compared to $22.2 million or
$1.55 per diluted share and $1.57 per basic share, in the six-month period a
year ago. Income before the cumulative effect of an accounting change in the
six-month period of 1999 was $15.8 million, or $1.16 per diluted share and $1.17
per basic share.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $8.5 million in the first six
months of 1999 compared to $9.5 million in the first six months of 1998. The
decrease in cash provided by operations in the first six months of 1999 was
primarily due to decreased net income exclusive of the cumulative effect of the
accounting change, which was partially offset by a decrease in inventory. The
$19.3 million increase in net accounts receivable from December 31, 1998 was
primarily due to increased sales over year-end 1998 levels.
The Company's $200 million unsecured credit agreement (the "Credit Agreement")
(i) provides for an aggregate available revolving credit facility of $200
million, including a $20 million sub-
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limit facility available to Wolverine Tube (Canada) Inc., (ii) matures in full
in April 2002, and (iii) provides for a floating base interest rate that is, at
the Company's election, either (a) the higher of the federal funds effective
rate plus 0.50% or the prime rate, or (b) LIBOR plus a specified margin of 0.25%
to 0.875%. As of July 3, 1999 the Company had approximately $67 million in
outstanding borrowings and obligations under the Credit Agreement and
approximately $133 million in additional borrowing availability thereunder.
In the ordinary course of business the Company enters into various types of
transactions that involve contracts and financial instruments with off-balance
sheet risk. The Company enters into these financial instruments to manage
financial market risk, including foreign exchange risk, commodity price risk for
certain customers and interest rate risk. The Company is exposed to loss on the
forward contracts in the event of non-performance by the customer whose orders
are covered by such contracts. However, the Company does not anticipate
non-performance by such customers. The Company accounts for its interest rate
swaps as a hedge, accordingly, gains and losses are recognized as interest
expense. The Company enters into these financial instruments utilizing
over-the-counter as opposed to exchange-traded instruments. The Company
mitigates the risk that counter parties to these over-the-counter agreements
will fail to perform by only entering into agreements with major international
financial institutions.
Capital expenditures were $11.2 million for the first six months of 1999
compared to $13.9 million for the first six months of 1998. The Company
currently expects to spend approximately $27 million in the aggregate in 1999
under its existing capital program. The Company believes that it will be able to
satisfy its existing working capital needs, interest obligations, stock
repurchases and capital expenditure requirements with cash flow from operations
and funds available from the Credit Agreement.
IMPACT OF YEAR 2000
The Company utilizes a number of computer software programs and operating
systems throughout its organization, including applications used in order
processing, shipping and receiving, accounts payable and receivable processing,
financial reporting and various other administrative functions. The Company
recognizes the need to ensure that its operations will not be adversely impacted
by applications and processing issues related to the upcoming calendar year 2000
(the "Year 2000 Issue"). The Year 2000 Issue is the result of computer programs
that have been written to recognize two-digit, rather than four-digit, date
codes to define the applicable year. To the extent that the Company's software
applications contain source codes that are unable to appropriately interpret a
code using "00" as the upcoming year 2000 rather than 1900, the Company could
experience system failures or miscalculations that could disrupt operations and
cause a temporary inability to process transactions, send and process invoices
or engage in similar normal business activities.
Based on an assessment of its systems during 1998, the Company determined that
it would be required to modify or replace significant portions of its software
so that its computer systems will function properly with respect to dates in the
year 2000 and thereafter. The Company presently believes that with modifications
to its existing software and certain conversions to new software,
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the Year 2000 Issue will not pose significant operational problems for its
computer systems. In addition, the Company's systems and operations are
dependent, in part, on interaction with systems operated or provided by vendors
or other third-parties, and the Company has surveyed substantially all of those
parties about their progress in identifying and addressing problems that their
computer systems may face in connection with the Year 2000 Issue. The Company
believes that it has no exposure for contingencies related to the Year 2000
Issue for the products it has sold.
The Company's plan to address the Year 2000 Issue (the "Plan") identifies
exposure in three areas: information technology, operating equipment with
embedded chips or software, and third-party vendors. In addition, the Plan
involves the following four phases for each of the exposure areas: assessment,
remediation, testing and implementation. With respect to information technology,
the Company has fully completed its assessment of this area. This assessment
indicated that most of the Company's significant information technology systems
could be affected, particularly the general ledger, billing, payables and
inventory systems. To date, the Company is 98% complete on the remediation phase
for the information technology area and expects to complete software
reprogramming and replacement no later than August 15, 1999. Once software is
reprogrammed or replaced, the Company will begin testing and implementation.
These phases run concurrently for multiple systems. To date the Company has
completed 95% of its testing and has implemented 98% of its remediation systems.
Completion of the testing phase for all significant systems is expected by
September 30, 1999, with all remediation and implementation of systems expected
to be fully tested and operational by October 1, 1999.
The Company is completing the assessment and remediation phases for its
operating equipment with embedded chips or software. As the assessment phase
continues, the Company will begin to develop and implement any necessary
remediation efforts with the manufacturers or servicers of the operating
equipment. The remediation phase was completed June 30, 1999. Testing and
implementation of affected equipment is expected to be completed by September
30, 1999.
The assessment of third-party vendors and customers and their exposure to the
Year 2000 Issue is 100% complete for systems that directly interface with the
Company and 100% complete for all other material exposure. The Company has
completed surveying all significant third-parties with whom it conducts
business, has completed remediation efforts on the effected systems and has
completed the testing and implementation phases. The Company has queried its
significant suppliers that do not share any information systems with the Company
("external agents"). To date, the Company is not aware of any external agent
with a Year 2000 Issue that would materially impact the Company's business,
financial condition or results of operations. The Company, however, has no means
of ensuring that external agents will be Year 2000 compliant. The inability of
external agents to complete their Year 2000 resolution processing in a timely
fashion could materially impact the Company's business, financial condition or
results of operations. The effect of non-compliance by external agents is not
determinable by the Company.
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The Company is utilizing both internal and external resources to reprogram, or
replace, and test its software for Year 2000 modifications. The total cost of
the Year 2000 project is estimated at $6.4 million and is being funded through
operating cash flows. Of the total project cost, approximately $6.2 million is
attributable to the purchase of new software, which is being capitalized. The
remaining $0.2 million, which is being expensed as incurred, is not expected to
have a material effect on the Company's business, financial condition or results
of operations. To date, the Company has incurred approximately $6.0 million in
costs related to the assessment, remediation and implementation efforts in its
Year 2000 modification project, the development of the plan for the purchase of
new systems and systems modifications. The Company has engaged an independent
consultant (the "Consultant") to review the adequacy, completeness and
feasibility of the Plan. The Consultant has made recommendations that the
Company is currently considering regarding improvements to the Plan. After the
Company completes the review and responds to these recommendations, the
Consultant will review the Company's responses to these recommendations and will
continue to monitor the Company's execution of the Plan. The Company currently
has no contingency plans in place in the event that it does not complete all
phases of the Year 2000 remediation program. The Company plans to evaluate the
status of completion in August of 1999 and develop contingency planning.
The costs of the project and the timeframe in which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources, third-party modification plans
and other factors. Specific factors that might result in additional costs or
time delays include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all relevant
computer codes and similar uncertainties. Based on the Company's current
estimates, the Company does not anticipate that the cost of compliance with the
Year 2000 Issue will be material to its business, financial condition or results
of operations; however, there can be no assurance that the Company's systems, or
those of its vendors, customers or other third-parties, will be made Year 2000
compliant in a timely manner or that the impact of the failure to achieve such
compliance will not have a material adverse effect on the Company's business,
financial condition or results of operations.
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" that
are not based on historical or current facts deal with or may be impacted by
potential future circumstances and developments. Such statements and the
discussion of such subject areas involve, and are therefore qualified by, the
inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from the Company's actual future experience involving
any one or more of such subject areas. The Company has attempted to identify, in
context, certain of the factors that it currently believes may cause actual
future experience and results to differ from current expectations regarding the
relevant statement or subject area. The Company's operations and results may be
subject to the effect of other risks and uncertainties in addition to the
relevant qualifying factors identified herein, including but not limited to,
cyclicality and seasonality in the
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industries to which the Company sells its products, the impact of competitive
products and pricing, extraordinary fluctuations in the pricing and supply of
the Company's raw materials, volatility of commodities markets, unanticipated
developments in the areas of environmental compliance, unanticipated
developments in the process of assessing and addressing issues relating to the
year 2000 issue and other risks and uncertainties identified from time to time
in the Company's reports filed with the Securities and Exchange Commission.
ENVIRONMENTAL
The Company's facilities and operations are subject to extensive environmental
laws and regulations. During the three-month period ended July 3, 1999, the
Company spent approximately $0.2 million on environmental matters which included
remediation costs, monitoring costs and legal and other costs. The Company has a
reserve of approximately $2.8 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 the
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 PRP group (the "Group"), as the site owner
has filed for bankruptcy protection. In March 1993, twenty-three PRP's named
with respect to the soil contamination of the site, including the Company,
submitted a settlement offer to the EPA. Settlement negotiations between the
Group and the EPA are continuing, and a settlement and consent order is
currently being contemplated among the PRPs, the EPA and the State of Oklahoma
which would provide for each PRP's liability to be limited to a prorata share of
an aggregate amount based on the EPA'a worst-case cost scenario to remediate the
site. Under the current proposal, the Company's settlement amount is estimated
to be $390,000.
Decatur, Alabama
The Company is subject to an order under Section 3008(h) of the Resource
Conservation and Recovery Act to perform a facilities investigation of its site
in Decatur, Alabama, including a portion of the site where wastes were buried
(the "Burial Site"). Should the EPA decide to order remediation, the remaining
monitoring, legal and other costs are estimated to be $946,000. The Company is
currently awaiting comments and approval from the EPA on a Corrective Measures
Study ("CMS") that Henley (a former owner of the facility) had submitted to the
EPA regarding the Burial Site. The cost to the Company to comply with the CMS,
as currently presented, will not have a material adverse effect on the Company's
business, financial condition or results of operations.
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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
organics 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 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. Based on the available information, the Company
preliminarily estimates a range of between $373,000 and $1,173,000 to complete
the investigation and remediation of 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
contaminants in soil and groundwater at the site. Based on further
investigation, it appears that the contamination has not spread off-site. The
Company entered into a Consent Order with the Mississippi Department of
Environmental Quality (the "MDEQ") for a pilot study program which will help
determine the effectiveness of certain technology tentatively identified for
remediation and which will also help define the scope of remediation for the
site. The pilot study program concluded on June 1, 1997. The Company entered
into a final consent agreement with the MDEQ on July 15, 1997. Remediation
efforts began in the third quarter of 1997 and are expected to take
approximately three years. However, there can be no assurance that remediation
efforts will be allowed to be discontinued after three years, 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 $300,000 under the remediation plan the Company
adopted, but these costs could increase if additional remediation is required.
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Jackson, Tennessee
In connection with the Company's acquisition of its Jackson, Tennessee facility
(the "Jackson facility"), a preliminary investigation disclosed soil and/or
groundwater contamination at this site. The Company has performed a Phase I
Environmental Audit and identified the existence of volatile organic
contaminants; however, the extent of any such contamination has not been fully
determined. Investigation at the site is being conducted pursuant to a consent
order with the State of Tennessee by a prior owner of the property. Based on
currently available information, the Company preliminarily estimates that
remediation costs could amount up to $740,000. However, certain of the
remediation costs may be reimbursed pursuant to the terms of an indemnification
agreement between the Company and the previous owners of the Jackson facility.
Other
The Company has been identified by the EPA as one of a number of PRPs at
Superfund sites in Athens, Alabama and in Criner, Oklahoma. The Company believes
that its potential liability with respect to these Superfund sites is not
material. There can be no assurance, however, that the Company will not be named
a PRP at additional Superfund sites in the future, or that the costs associated
with those sites would not be substantial.
The Company believes that it faces no significant liability for the Athens,
Alabama site because it has removed all of the material that it contributed to
the site. The Company believes that it faces no significant liability for the
Criner, Oklahoma site because Henley, the prior owner of the site, has retained
liability for all cleanup costs resulting from past disposal of used oil at the
Criner, Oklahoma site pursuant to an indemnification agreement between the
Company and Henley. Henley, which is not affiliated with the Company, has
discharged these obligations to date.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISKS
The Company is exposed to various market risks, including interest rates and
derivative commodity instruments. The Company enters into financial instruments
to manage and reduce the impact of changes in interest rates and commodity
prices.
INTEREST RATE SWAP AGREEMENTS
The Company enters into interest rate swap agreements to modify the interest
characteristics of its outstanding debt. Each interest rate swap agreement is
designated as a hedge with the principal balance and term of a specific debt
obligation. These agreements involve the exchange of amounts based on a fixed
interest rate for amounts based on variable interest rates over the life of the
agreement, without an exchange of the notional amount on which the payments are
based. The differential to be paid as interest rates change is accrued and
recognized as an adjustment of
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interest expense related to debt (the accrual accounting method). The fair value
of the swap agreements and changes in the fair value as a result of changes in
market interest rates are not recognized in the financial statements. The
Company is party to one interest rate swap agreement. The estimated fair value
of this interest rate swap has materially changed as interest rates have changed
since year-end 1998. The estimated fair value of this interest rate swap was a
net payable of $3.2 million at December 31, 1998 and a net payable of $1.2
million at July 3, 1999. A one-percent decrease in the 30-day LIBOR rate would
increase the amount payable to approximately $3.2 million.
DERIVATIVE COMMODITY INSTRUMENTS
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 the Company's risk of future price increases. These
forward contracts are accounted for as hedges and, accordingly, gains and losses
are deferred and recognized in cost of sales as part of the product cost. The
amount of forward contracts and their respective fair value have materially
changed since year-end 1998 primarily due to changes in copper prices. At
December 31, 1998 the Company had entered into contracts hedging certain future
commodity purchases through December 31, 2000 of approximately $42.1 million.
The estimated fair value of these outstanding contracts was approximately $37.5
million at December 31, 1998. At July 3, 1999 the Company had entered into
contracts hedging certain future commodity purchases through December 31, 2000
of approximately $36.0 million. The estimated fair value of these outstanding
contracts was approximately $38.3 million at July 3, 1999. A 10% adverse change
in commodity prices at July 3, 1999 would decrease the fair value of these
outstanding contracts to $34.5 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 3, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 1999, the Company held its Annual Meeting of Stockholders. The
matters voted on at the meeting and the results of these votes are as
follows:
1. Election of Directors.
Votes For Votes Withheld
--------- --------------
12,001,034 72,003
2. Amend the Company's 1993 Equity Incentive Plan to provide for an
increase (i) in the maximum number of shares of Common Stock that may
be issued or sold thereunder from 1,225,000 to 2,075,000, and (ii) in
the maximum number of shares of Common Stock issuable pursuant to
options or stock appreciation rights that may be granted to a
participant during any calendar year from 60,000 to 125,000 shares of
Common Stock.
Votes For Votes Against Votes Abstained Broker Non-Votes
--------- ------------- --------------- ----------------
8,712,006 2,040,851 18,369 1,301,811
3. Amend the existing stock option plan for outside directors to (i)
increase the maximum number of shares of Common Stock that may be
issued thereunder from 105,000 to 185,000 shares, (ii) provide that,
rather than limiting the formula grants of 1,000 options to be made
only on the first four anniversaries of a non-employee director's
initial election to the Board of Directors, such grants shall be made
on each anniversary of such director's election to the Board of
Directors, and (iii) allow for options to be granted to outside
directors from time to time in lieu of retainer amounts or other
compensation otherwise payable to the outside director.
Votes For Votes Against Votes Abstained Broker Non-Votes
--------- ------------- --------------- ----------------
9,941,685 808,790 20,751 1,301,811
4. Appointment of Ernst & Young LLP as Independent Auditors.
Votes For Votes Against Votes Abstained
--------- ------------- ---------------
12,052,550 10,069 10,418
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Third Amendment and Limited Waiver to Credit Agreement dated
June 30, 1999, by and between the Company, Wolverine Tube
(Canada) Inc. and the lenders named therein.
10.2* Agreement for Supplemental Executive Retirement Benefits.
27.1 Financial Data Schedule (for SEC use only)
(b) Reports
The Company filed no reports on Form 8-K during the three-month period
ended July 3, 1999.
- --------
* Identifies exhibit that is a "management contract or compensatory plan or
arrangement" required to be included as an exhibit to this Form 10-Q.
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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 11, 1999
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