================================================================================
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) of
the Rules and Regulations Under the
(To Prospectus dated June 7, 1999 Securities Act of 1933
and to the Prospectus Supplements dated
July 22, 1999, August 11, 1999,
September 3, 1999, October 5, 1999, Registration Statement No. 333-63563
November 12, 1999, December
28, 1999, February 24, 2000, March
3, 2000, March 30, 2000, April 20, 2000
and May 12, 2000)
INSILCO HOLDING CO.
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
PAY-IN-KIND PREFERRED STOCK
---------------------------------
RECENT DEVELOPMENTS
- -------------------
Attached hereto and incorporated by reference herein is the Quarterly
Report on Form 10-Q of Insilco Holding Co. for the first quarter ended March 31,
2000, filed with the Securities and Exchange Commission on May 15, 2000.
---------------------------------
This Prospectus Supplement, together with the Prospectus, is to be used
by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") in connection
with offers and sale of the above-referenced securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of the sale. DLJSC may act as principal or agent in such transactions.
May 19, 2000
================================================================================
<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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: 0-24813
INSILCO HOLDING CO.
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 06-1158291
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
614-792-0468
------------
(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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of May 11, 2000, 1,458,769
shares of common stock, $.001 par value, were outstanding.
================================================================================
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
- --------------------------------
Item 1. Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 15
Item 3. Quantitative and Qualitative Disclosure About Market Risk 18
PART II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Securities Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
2
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------
Page
----
Condensed Consolidated Balance Sheets at March 31, 2000 4
and December 31, 1999
Condensed Consolidated Statements of Operations for the three 5
months ended March 31, 2000 and 1999
Condensed Consolidated Statements of Cash Flows for the 6
three months ended March 31, 2000 and 1999
Notes to the Condensed Consolidated Financial Statements 7
Independent Auditors' Review Report 14
3
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE><CAPTION>
As of
------------------------------
March 31, December 31,
2000 1999
------------ ------------
(Unaudited) (Note 1)
Assets
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 21,425 6,569
Trade receivables, net 100,725 77,698
Other receivables 2,371 1,836
Inventories, net 67,268 58,273
Deferred taxes 9,572 9,603
Net asssets of discontinued operation -- 830
Prepaid expenses and other current assets 2,919 2,731
------------ ------------
Total current assets 204,280 157,540
Property, plant and equipment, net 109,436 109,606
Deferred taxes -- 7,271
Other assets and deferred charges 131,931 48,283
------------ ------------
Total assets $ 445,647 322,700
============ ============
Liabilities and Stockholder's Deficit
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,266 1,266
Accounts payable 49,198 39,247
Accrued expenses and other 63,246 33,906
------------ ------------
Total current liabilities 113,710 74,419
Long-term debt, excluding current portion 439,145 400,594
Other long-term obligations, excluding current portion 51,740 47,440
Minority interest 100 100
15% Preferred stock; 3,000,000 shares authorized; 1,497,890 shares and
1,400,000 shares issued and outstanding at March 31, 2000 and
December 31, 1999, respectively 41,762 40,113
Stockholders' deficit:
Common stock, $.001 par value; 15,000,000 shares authorized;
1,472,487 shares issued and 1,458,769 outstanding at March 31, 2000, and
1,472,487 shares issued and 1,455,335 outstanding at December 31, 1999 1 1
Treasury stock, at cost (480) (480)
Additional paid-in capital 62,893 62,914
Accumulated deficit (260,220) (299,178)
Accumulated other comprehensive loss (3,004) (3,223)
Contingencies (See Note 7)
------------ ------------
Total liabilities and stockholder's deficit $ 445,647 322,700
============ ============
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
4
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
<TABLE><CAPTION>
Three Months Ended
March 31,
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Sales $ 141,407 120,439
Cost of products sold 105,998 91,480
Depreciation and amortization 5,603 4,675
Selling, general and administrative expenses 16,707 15,378
---------- ----------
Operating income 13,099 8,906
---------- ----------
Other income (expense):
Interest expense (12,404) (11,248)
Interest income 99 15
Equity in net income of Thermalex 488 980
Other, net (301) 281
---------- ----------
Total other expense (12,118) (9,972)
---------- ----------
Income (loss) before income taxes and
discontinued operations 981 (1,066)
Income tax (expense) benefit (573) 577
---------- ----------
Income (loss) before discontinued operations 408 (489)
Discontinued operations, net of tax:
Loss from operations (3,249) (450)
Gain on disposal 43,448 --
---------- ----------
Income (loss) from discontinued operations 40,199 (450)
---------- ----------
Net income (loss) 40,607 (939)
Preferred Stock Dividend (1,649) (1,422)
---------- ----------
Net income (loss) available to common $ 38,958 (2,361)
========== ==========
Basic earnings (loss) available per common share:
Loss from continuing operations $ (0.81) (1.21)
Discontinued operations 26.24 (0.29)
---------- ----------
Basic net income (loss) $ 25.43 (1.50)
========== ==========
Diluted earnings (loss) available per common share:
Loss from continuing operations $ (0.81) (1.21)
Discontinued operations 26.24 (0.29)
---------- ----------
Diluted net income (loss) $ 25.43 (1.50)
========== ==========
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
5
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE><CAPTION>
Three Months Ended
March 31,
---------- ----------
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 40,607 (939)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Net loss from discontinued operations 3,249 450
Depreciation and amortization 5,603 4,675
Deferred taxes 134 (612)
Other noncash charges and credits 3,378 1,835
Change in operating assets and liabilities:
Receivables (7,509) (2,719)
Inventories (1,775) (11,736)
Prepaids (150) (6,638)
Payables 3,880 2,521
Other current liabilities and other (2,046) 12,795
Discontinued operations:
Gain on Sale (43,448) --
Depreciation 112 183
Changes in discontinued operations (2,419) (547)
---------- ----------
Net cash provided by (used in) operating activities (384) (732)
---------- ----------
Cash flows from investing activities:
Acquisitions, net of cash acquired (89,734) (23,753)
Capital expenditures (3,495) (3,084)
Other investing activities (564) 2,866
Discontinued operations:
Proceeds from sale 72,845 --
Capital expenditures (292) (182)
---------- ----------
Net cash used in investing activities (21,240) (24,153)
---------- ----------
Cash flows from financing activities:
Proceeds from revolving credit facility 37,646 26,819
Return of equity units to management (18) --
Retirement of long-term debt (1,073) (316)
Funds received from excess deposited for 10 1/4% bonds -- 2,032
Payment of prepetition liabilities -- (1,086)
Retirement of 10 1/4% bonds -- (1,500)
Proceeds from sale of stock -- 1
---------- ----------
Net cash provided by financing activities 36,555 25,950
---------- ----------
Effect of exchange rate changes on cash (75) (44)
---------- ----------
Net increase in cash and cash equivalents 14,856 1,021
Cash and cash equivalents at beginning of period 6,569 7,507
---------- ----------
Cash and cash equivalents at end of period $ 21,425 8,528
========== ==========
Interest paid $ 12,166 9,890
========== ==========
Income taxes paid $ (198) (183)
========== ==========
See accompanying notes to the unaudited condensed consolidated financial statements.
</TABLE>
6
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
(1) Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31,
2000 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2000.
The balance sheet at December 31, 1999 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.
For further information, refer to the consolidated financial statements
and footnotes thereto included in Insilco Holding Co. and Subsidiaries
("Holdings" or the "Company") Annual Report on Form 10-K for the year
ended December 31, 1999.
(2) Discontinued Operations
-----------------------
On February 11, 2000, the Company sold its publishing business, Taylor
Publishing Company to TP Acquisition Corp, a wholly owned subsidiary of
Castle Harlan Partners III, L.P., for gross proceeds of approximately
$93.5 million. Closing proceeds of approximately $72.8 million from this
transaction plus approximately $21.2 million in retained customer
deposits, net of other working adjustments were used to reduce
borrowings under the Company's Term Credit Facility. The gain on the
sale was $43.4 million, net of taxes of $23.2 million. The accompanying
consolidated statements of operations and cash flows are reclassified to
account for the sale of the Publishing Business as a discontinued
operation.
(3) Acquisitions
------------
On February 17, 2000, the Company, through its wholly-owned subsidiary
Insilco Corporation and through two newly created wholly-owned
subsidiaries, Insilco Technology (Canada) Corporation and 9087-3498
Quebec Inc., executed a definitive agreement to purchase 9011-7243
Quebec Inc., known as TAT Technologies. 9087-3498 Quebec Inc. purchased
9011-7243 Quebec Inc. The surviving entity, TAT Technologies, is a
wholly owned subsidiary of Insilco Technology (Canada) Corporation and
is a Montreal-based provider of cable and wire assemblies. The entire
purchase price was financed with borrowings under Insilco Corporation's
Term Credit Facility.
The gross purchase price paid by the Company was $91.2 million. The
purchase price, net of cash acquired and including estimated costs
incurred directly related to the transaction was $89.7 million. The
purchase has been accounted for using the purchase method of accounting
and, accordingly, the results of operations of TAT have been included in
the Company's consolidated financial statements from February 17, 2000.
The excess of the purchase price over net identifiable assets acquired
is $82.7 million, which is being amortized on a straight-line basis over
20 years.
On July 20, 1999, the Company, through its wholly-owned subsidiary
Insilco Corporation, executed a definitive merger agreement with Thermal
7
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
Transfer Products, Ltd., whereby Thermal Transfer Acquisition
Corporation, a newly created wholly-owned subsidiary of Insilco, was
merged with Thermal Transfer Products. The surviving entity, Thermal
Transfer Products, Ltd. ("TTP"), is a wholly-owned subsidiary of Insilco
and is a leading manufacturer of industrial oil coolers and other heat
exchanger products. TTP is based in Racine, Wisconsin. The entire
purchase price was financed from borrowings under Insilco Corporation's
Revolving Credit Facility.
The gross purchase price paid by the Company was $26.5 million. The
purchase price net of cash acquired and including estimated costs
incurred directly related to the transaction was $23.3 million. The
merger has been accounted for using the purchase method of accounting
and, accordingly, the results of operations of TTP have been included in
the Company's consolidated financial statements from July 20, 1999. The
preliminary excess of the purchase price over net identifiable assets
acquired is $8.7 million, including costs for employee terminations of
$0.1 million, and has been recorded as goodwill, which is being
amortized on a straight-line basis over 20 years. The Company expects
any further purchase price adjustments to be completed within one year
from the date of purchase.
On January 25, 1999, the Company, through its wholly-owned subsidiary
Insilco Corporation, purchased the stock of Eyelets for Industry, Inc.
and EFI Metal Forming, Inc. (collectively referred to as "EFI") a
precision stamping manufacturer, for $25.3 million, including costs
incurred directly related to the transaction. The entire purchase was
financed from borrowings under the Company's Revolving Credit Facility.
The acquisition has been accounted for using the purchase method of
accounting. The excess of the purchase price over the net identifiable
assets acquired of $4.4 million includes costs for employee
terminations, excess compensation, facility closure and related costs of
$0.4 million and has been recorded as goodwill and is being amortized on
a straight-line basis over 20 years. In addition, the Company also
entered into a Sales Participation Agreement, which provides for
additional payments over the next 13 years contingent on future sales of
a specific product line. The additional payments, if any, will be
accounted for as additional goodwill.
As a result of these transactions, the Company's condensed consolidated
results for the periods presented are not directly comparable. Pro forma
results of operations for the three months ended March 31, 2000 and
1999, which assume the transactions occurred at the beginning of the
period are as follows (in thousands, except per share data):
Three months ended
March 31,
-------------------------
2000 1999
----------- -----------
Net Sales $ 147,226 140,567
Loss available to common $ (1,703) (4,243)
Diluted loss per share available to common $ (1.11) (2.70)
8
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
(4) Divestitures
------------
On August 20, 1999, the Company, through its wholly-owned subsidiary
Insilco Corporation, sold the assets of its welded stainless steel
tubing business (Romac) for $16.5 million, which resulted in a gain of
$9.2 million.
On July 16, 1999, the Company, through its wholly-owned subsidiary
Insilco Corporation, sold certain assets and intellectual property
relating to its heat exchanger machinery and equipment business
(McKenica) for $1.7 million, which resulted in a gain of $0.4 million.
These gains were included in other income on the statement of operations
in the period they occurred and the proceeds from the sales were used to
pay down $3.7 million of its Term Facility and the balance was used to
pay down on Insilco Corporation's Revolving Facility.
(5) Inventories
-----------
Inventories consisted of the following (in thousands):
As of As of
March 31, December 31,
2000 1999
------- -------
Raw materials and supplies $36,222 28,410
Work-in-process 12,357 12,113
Finished goods 18,689 17,750
------- -------
Total inventories $67,268 58,273
======= =======
(6) Capital Stock and Warrants
--------------------------
Through March 31, 2000, the Company accreted $9.7 million towards the
payment of dividends on the PIK Preferred Stock.
As of March 31, 2000, 89,000 of the 14% Note warrants to purchase 28,925
shares of the Company's Common Stock at a purchase price of $0.01 per
share were exercised and 49,000 warrants to purchase 15,925 shares of
the Company's Common Stock at a purchase price of $0.01 per share remain
outstanding.
(7) Contingencies
-------------
The Company is implicated in various claims and legal actions arising in
the ordinary course of business. Those claims or liabilities will be
addressed in the ordinary course of business and will be paid as
expenses are incurred. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on
the Company's consolidated financial position, results of operations or
liquidity.
9
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
(8) Segment Information
-------------------
There have been no changes in the basis of segmentation or in the basis
of measurement of segment profit or loss from the Company's December 31,
1999 consolidated financial statements.
Summary financial information by business segment is as follows (in
thousands):
Three Months Ended
March 31,
----------------------
2000 1999
--------- ---------
Net Sales:
Automotive Components $ 63,042 56,881
Technologies 78,365 55,414
--------- ---------
On-going operations 141,407 112,295
Other -- 8,144
--------- ---------
Total net sales $ 141,407 120,439
========= =========
Income (loss) from continuing operations
before income taxes:
Automotive Components $ 8,909 8,187
Technologies 11,706 7,012
Unallocated amount:
Corporate operating expenses (1,063) (1,961)
--------- ---------
On-going operations 19,552 13,238
Other -- 662
--------- ---------
Earnings before interest, taxes
depreciation and amortization 19,552 13,900
Depreciation and amortization (5,603) (4,675)
Significant legal expense -- (58)
Severance and write-downs (850) (261)
--------- ---------
Total operating income 13,099 8,906
Interest expense (12,404) (11,248)
Interest income 99 15
Other income, net 187 1,261
--------- ---------
Income (loss) from continuing operations
before income taxes $ 981 (1,066)
========= =========
Income (loss) before discontinued operations $ 408 (489)
========= =========
10
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
A summary of identifiable assets by segment follows (in thousands):
As of As of
March 31, December 31,
2000 1999
-------- --------
Automotive Components $148,393 150,229
Technologies 254,322 131,695
Corporate 42,932 39,946
-------- --------
Total $445,647 321,870
======== ========
The significant increase in identifiable assets of Technologies relates
to the acquisition of TAT in February 2000(see Note 3).
(9) Comprehensive Income
--------------------
Comprehensive income (loss) was $40,628,000 and $(920,000) for the three
months ended March 31, 2000 and 1999, respectively, including other
comprehensive income consisting of foreign currency translation
adjustments totaling $21,000 and $19,000 respectively.
(10) Related Party Transactions
--------------------------
The Company paid Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC") retainer fees of $75,000 in the first quarter of 2000 and paid
$100,000 for advisory fees in the first quarter of 1999. The Company had
a payable to DLJSC for retainer fees related to investment banking
services of $75,000 and $186,000 at March 31, 2000 and 1999,
respectively. In the first quarter of 1999, the Company received from
DLJSC $2,032,000 for funds deposited in excess of the retired 10 1/4%
Notes, which had been included in "Receivables from related parties" at
December 31, 1998.
11
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
(11) Earnings Per Share
------------------
The components of basic and diluted earnings per share were as follows
(in thousands except per share data):
<TABLE><CAPTION>
Three Months Ended
March 31,
-------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Net income (loss) $ 40,607 (939)
Preferred stock dividends (1,649) (1,422)
------------- ------------
Net income (loss) available for common $ 38,958 (2,361)
============= ============
Average outstanding shares of common stock 1,531,834 1,572,581
Dilutive effect of stock options -- --
------------- ------------
Common stock and common stock equivalents 1,531,834 1,572,581
============= ============
Earnings (loss) per share available to common:
Loss from continuing operations (0.81) (1.21)
Income (loss) from discontinued operations 26.24 (0.29)
------------- ------------
Basic $ 25.43 (1.50)
============= ============
Loss from continuing operations (0.81) (1.21)
Income (loss) from discontinued operations 26.24 (0.29)
------------- ------------
Diluted $ 25.43 (1.50)
============= ============
</TABLE>
(12) Dividend Restrictions
---------------------
The Company is a holding company and its ability to make payments in
respect of the 14% Notes is dependent upon the receipt of dividends or
other distributions from its direct and indirect subsidiaries. Insilco
and its subsidiaries are parties to the Existing Credit Facility and
Insilco is party to the 12% Note indenture, each of which imposes
substantial restrictions on Insilco's ability to pay dividends or make
other distributions to the Company. Any payment of dividends or other
distributions will be subject to certain financial conditions set forth
in such indenture and is subject to certain prohibitions contained in the
Existing Credit Facility. Under the most restrictive covenants, $0.8
million was free of limitations on the payment of dividends or other
distributions at March 31, 2000.
(13) Restructuring and Plant Closing Costs
-------------------------------------
During the year ended December 31, 1999, the Company reduced its
corporate staff, restructured certain heat exchanger and tubing
manufacturing facilities, and closed its heat exchanger machinery and
equipment manufacturing operation (McKenica).
As of March 31, 2000, the Company has an accrual of $851,000 relating to
these restructuring charges, which is included in accrued expenses and
12
<PAGE>
INSILCO HOLDING CO. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 2000
other on the balance sheet. A summary of the accrual is as follows
(in thousands):
As of As of
December Cash March
31, 1999 Outlays 31, 2000
-------- -------- --------
Restructuring charges:
Employee separations $ 912 (670) 242
Other exit costs 112 (106) 6
Remaining noncancellable lease costs 694 (91) 603
-------- -------- --------
Restructuring costs $ 1,718 (867) 851
======== ======== ========
The headcount reduction from these activities was approximately 172
employees.
13
<PAGE>
INDEPENDENT AUDITORS' REVIEW REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
INSILCO HOLDING CO.:
We have reviewed the condensed consolidated balance sheet of Insilco Holding Co.
and subsidiaries as of March 31, 2000, and the related condensed consolidated
statements of operations and cash flows for the three-month periods ended March
31, 2000 and 1999. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Insilco Holding Co. and
subsidiaries as of December 31, 1999, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended (not presented herein); and in our report dated February 17, 2000, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1999 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
Columbus, Ohio
May 12, 2000 KPMG LLP
14
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Our condensed consolidated results for the three-month periods ended March 31,
2000 and 1999 include the acquisition and divestiture of various operations and
therefore are not directly comparable. Pro forma results of operations, which
assume these transactions occurred at the beginning of their respective periods,
were disclosed in our Annual Report on Form 10-K for the year ended December 31,
1999, and in Note 3 of Notes to the Unaudited Condensed Consolidated Financial
Statements.
RESULTS OF OPERATIONS
The discussion that follows is consistent with the basis and manner in which our
management internally disaggregates financial information for the purposes of
assisting them in making internal operating decisions. See Note 8 of the Notes
to the Unaudited Condensed Consolidated Financial Statements for summary
financial information by business segment.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
-------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS. Our results for the first quarter of 1999
were impacted by the following:
o On January 25, 1999, we purchased the stock of Eyelets for Industry,
Inc. and EFI Metal Forming, Inc., for $25.3 million. The entire
purchased was financed from borrowings under the Company's Revolving
Credit Facility.
o We incurred $0.1 million in legal fees relating to significant legal
cases; these expenses are included in significant legal expenses.
o We incurred $0.3 million of severance costs relating to
rationalization activities within our operating units and the
reduction of our corporate office staff, which are included in
severance, and write-downs.
Similarly, our results for the first quarter of 2000 were impacted by the
following:
o Our McKenica division was closed June 30, 1999, and thus there are no
results from McKenica recorded in the first quarter of 2000.
o Our Romac division was sold on August 23, 1999 and thus there are no
results for Romac recorded in the first quarter of 2000.
o We incurred $0.7 million of severance costs relating to on-going
rationalization activities within our operating units, which are
included in severance and write-downs.
o We incurred $0.1 million of expenses related to the final stage of
transferring the tube mills in our Duncan, South Carolina facility to
our Montgomery, Alabama plant.
o On February 11, 2000, we sold our publishing business, Taylor
Publishing Company for gross proceeds of approximately $93.5 million.
Proceeds of approximately $72.8 million at closing plus approximately
$21.2 million of retained customer deposits were used to reduce
borrowings under our Term Credit Facilities. The publishing business
is recorded as a discontinued operation.
o On February 17, 2000, we acquired TAT Technologies, for $87.5 million,
net of cash acquired, with borrowings under our Term Credit Facility.
Our net sales for the three months ended March 31, 2000, increased $21.0
million, or 17%, to $141.4 million from $120.4 million for the same period last
15
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year. Sales in the Automotive Components segment increased $6.2 million, or 11%,
over last year. Sales in the Technologies segment increased $23.0 million or
41%. Contributing to these sales increases were $16.8 million in the
Technologies segment from this year's acquisition of TAT on February 11, 2000,
and last year's acquisition of EFI on January 25, 1999; and $7.1 million in the
Automotive segment from last year's acquisition of TTP on July 20, 1999.
Finally, other segment sales decreased 100% due to the divestitures of the
welded stainless steel tubing products and the heat exchanger machinery and
equipment businesses in 1999.
EBITDA for the three months ended March 31, 2000, increased $5.7 million, or
41%, to $19.6 million from $13.9 million for the same period last year. EBITDA
for the Automotive Components segment increased $0.7 million, or 9%. The
increase was primarily due to the results from the TTP acquisition. EBITDA from
the Technologies segment increased $4.7 million, or 67%, as a result of improved
margins in power transformers, wire and cable assemblies and precision stampings
and the results from the acquired businesses. Other segment EBITDA decreased as
a result of the divestitures. Lower corporate expenses reflect corporate staff
reductions made at the end of the second quarter of 1999.
Operating income for the three months ended March 31, 2000 increased $4.2
million to $13.1 million from $8.9 million for the same period last year.
Operating income for the Automotive Components segment increased $0.4 million,
or 6%. Operating income from the Technologies segment increased $3.9 million, or
81%. Other segment operating income decreased due to the divestitures.
Depreciation expenses increased $1.0 million due primarily to increased
amortization and depreciation from the acquisitions.
Interest expense for the quarter ended March 31, 2000 increased $1.2 million to
$12.4 million from $11.2 million last year, reflecting higher debt levels as a
result of our acquisition activities and higher interest rates.
Other income decreased $1.1 million due to lower income from our unconsolidated
subsidiary, Thermalex, and various other miscellaneous income and expense items.
We had an income tax expense of $0.6 million compared to a benefit of $0.6
million last year as a result of net income of $1.0 million in first quarter of
2000 and a net loss of $1.1 million in first quarter of 1999. The effective
income tax expense rate of 58% for the first quarter of 2000 increased from the
1999 first quarter income tax benefit rate of 54%. The increase in rate was
caused by increases in state and foreign income tax expense in the first quarter
of 2000.
DISCONTINUED OPERATIONS. We recorded loss from discontinued operations of $0.4
million in the first quarter of 1999 and income from discontinued operations of
$40.2 million in the first quarter of 2000, related to the sale of our Specialty
Publishing segment, a significant line of business. The sale of this line of
business was completed on February 11, 2000, for $93.5 million. As a result of
this sale, the Specialty Publishing has been accounted for as a discontinued
operation. First quarter revenues for 1999 and 2000 were $6.5 million and $1.6
million, respectively.
AUTOMOTIVE COMPONENTS SEGMENT. Net sales for the quarter increased $6.1 million,
or 11%, to $63.0 million from $56.9 million in the same period last year.
Current quarter sales benefited $7.1 million from our acquisition of Thermal
Transfer Products, which was acquired in July 1999, and were partially offset by
lower copper and brass tubing sales, due to the relocation of tubing mills from
our Duncan, South Carolina facility to our Montgomery, Alabama facility, and
slightly lower transmission components sales.
EBITDA for the period increased $0.7 million, or 9%, to $8.9 million from $8.2
million last year. The increase was due mainly to the incremental contribution
from the TTP acquisition.
TECHNOLOGIES SEGMENT. Net sales for the period increased $23.0 million, or 41%,
to $78.4 million from $55.4 million last year. Sales increased across all
product categories, with the strongest demand in precision stampings and wire
16
<PAGE>
and cable assemblies. The first quarter also benefited from $16.8 million in
sales from the EFI and TAT acquisitions.
EBITDA for the quarter increased $4.7 million, or 67%, to $11.7 million from
$7.0 million last year. Margins for power transformers, wire and cable
assemblies and precision stamping all increased from a year ago and the
inclusion of TAT's results lead to the substantial improvement in EBITDA.
OTHER SEGMENT. Sales and EBITDA decreased 100% due to the divestiture of these
businesses in 1999.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES. For the three months ended March 31, 2000, net cash used
in operating activities was $0.4 million compared to $0.7 million used in
operating activities during the same period last year. The $0.3 million decrease
in cash requirements was due to increased net income and improved working
capital management, including inventories, prepaids and other current
liabilities and other.
Through March 31, 2000, we paid $7.2 million in interest on our 12% Senior
Subordinated Notes due 2007.
INVESTING ACTIVITIES. Capital expenditures for the three months ended March 31,
2000 were $0.4 million more than the comparable period for 1999. Capital
spending allocations during the period were 47% to the Automotive Components
segment and 53% to the Technologies segment.
On February 11, 2000, we sold our Specialty Publishing business for $93.5
million. Closing proceeds of approximately $72.8 million from this transaction
plus approximately $21.2 million in retained customer deposits, net of other
working capital adjustments, were used to reduce borrowings under our revolving
and term credit facilities.
As a result of special cash dividends received in 1999, no cash dividends from
our investment in Thermalex were received in the first quarter of 2000 compared
to $2.9 million received in the first quarter of 1999.
FINANCING ACTIVITIES. We used the proceeds, from the divestiture, discussed in
Investing Activities, to pay down our Term Loan Facility.
On February 16, 2000, we amended certain terms of our Bank Credit Agreement to,
among other things (1) permit us to consummate the TAT acquisition, (2) provided
that TAT assume up to $90.0 million in aggregate principal amount of the Term
Loans, (3) release our direct obligations in respect of such assumed portion of
the Term Loans and (4) increase the interest rates applicable to the loans in
certain circumstances. On February 17, 2000 we purchased TAT Technology for
$91.2 million, using the $90.0 million of borrowings from our Term Loan Facility
and $1.2 million from our Revolving Credit Facility.
We expect our principal sources of liquidity to be from our operating activities
and funding from the Revolving Facility. We expect that these sources will
enable us to meet our cash requirements for working capital, capital
expenditures, interest, taxes, and debt repayments and to execute our
acquisition strategies for the foreseeable future.
ACCUMULATED DEFICIT. At March 31, 2000, we had a stockholder's deficit totaling
$200.8 million, which is a result of both the Mergers and the 1997 share
repurchases as described in our Annual Report on Form 10-K for the year ended
December 31, 1998.
17
<PAGE>
MARKET RISK AND RISK MANAGEMENT
Our general policy is to use foreign currency borrowings as needed to finance
our foreign currency denominated assets. We use such borrowings to reduce our
asset exposure to the effects of changes in exchange rates - not as speculative
investments. As of March 31, 2000, we did not have any derivative instruments in
place for managing foreign currency exchange rate risks.
At the end of the first quarter of 2000, we had $234.7 million in variable rate
debt outstanding. A one-percentage point increase in interest rates would
increase the amount of annual interest paid by approximately $2.2 million. As of
March 31, 2000 we had no interest rate derivative instruments in place for
managing interest rate risks.
FORWARD-LOOKING INFORMATION
Except for the historical information contained herein, the matters discussed in
this Form 10-Q included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" include "Forward Looking Statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although we
believe that the expectations reflected in the Forward-Looking Statements
contained herein are reasonable, no assurance can be given that such
expectations will prove to have been correct. Certain important factors that
could cause actual results to differ materially from expectations ("Cautionary
Statements") include, but are not limited to the following:
o delays in new product introductions
o lack of market acceptance of new products
o changes in demand for our products
o changes in market trends
o operating hazards
o general competitive pressures from existing and new competitors
o effects of governmental regulations
o changes in interest rates
o and, adverse economic conditions which could affect the amount of cash
available for debt servicing and capital investments
All subsequent written and oral Forward-Looking Statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information called for by this item is provided under the caption "Market
Risk and Risk Management" under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
18
<PAGE>
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
(None)
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
(None)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
(None)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
-----------------------------------------------------
(None)
ITEM 5. OTHER INFORMATION
-----------------
(None)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b)Reports on Form 8-K
A report, dated February 11, 2000, on Form 8-K was filed during the
quarter ended March 31, 2000, pursuant to Items 5 and 7 of that form.
A report dated February 11, 2000, on Form 8-K was filed during the
quarter ended March 31, 2000, pursuant to Items 2 and 7 of that form.
A report dated February 17, 2000 on Form 8-K was filed during the
quarter ended March 31, 2000, pursuant to Item 2 and 7 of that form.
19
<PAGE>
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 thereunto duly authorized.
INSILCO HOLDING CO
Date: May 15, 2000 By: /s/ Michael R. Elia
--------------------------
Michael R. Elia
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
20
<PAGE>
TYPE> EX-27
DESCRIPTION> FINANCIAL DATA SCHEDULE
TEXT>
ARTICLE> 5
TABLE>
PERIOD-TYPE> 3-MOS
FISCAL-YEAR-END> DEC-31-2000
PERIOD-START> JAN-01-2000
PERIOD-END> MAR-31-2000
CASH> 21425
SECURITIES> 0
RECEIVABLES> 105841
ALLOWANCES> (2745)
INVENTORY> 67268
CURRENT-ASSETS> 204280
PP&E> 189435
DEPRECIATION> (79999)
TOTAL-ASSETS> 445647
CURRENT-LIABILITIES> 113710
BONDS> 205487
PREFERRED-MANDATORY> 41762
PREFERRED> 0
COMMON> 1
OTHER-SE> 200811
TOTAL-LIABILITY-AND-EQUITY> 445647
SALES> 141407
TOTAL-REVENUES> 141407
CGS> 105998
TOTAL-COSTS> 105998
OTHER-EXPENSES> 0
LOSS-PROVISION> 701
INTEREST-EXPENSE> 12305
INCOME-PRETAX> 981
INCOME-TAX> (573)
INCOME-CONTINUING> 408
DISCONTINUED> 40199
EXTRAORDINARY> 0
CHANGES> 0
NET-INCOME> 40607
EPS-BASIC> 25.43
EPS-DILUTED> 25.43
/TABLE>
