<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended November 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-15851
APW Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 04-2576375
------- ----------
(State or other jurisdiction of (I.R.S. Employer Id. No.)
incorporation or organization)
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
Mailing address: P. O. Box 325, Milwaukee, Wisconsin 53201
------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(262) 523-7600
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
-------
The number of shares outstanding of the registrant's Common Stock (including
related Preferred Stock purchase rights) as of December 29, 2000 was 39,217,199.
<PAGE>
APW Ltd.
INDEX
<TABLE>
<CAPTION>
Page No.
---------
<S> <C>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1 - Financial Statements
Condensed Consolidated Statements of Earnings -
Three Months Ended November 30, 2000 and 1999.......................................... 3
Condensed Consolidated Balance Sheets -
November 30, 2000 and August 31, 2000.................................................. 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended November 30, 2000 and 1999.......................................... 5
Notes to Condensed Consolidated Financial Statements...................................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................. 9
Item 3 - Quantitative and Qualitative Disclosures About Market Risk........................................ 17
PART II - OTHER INFORMATION
---------------------------
Item 6 - Exhibits and Reports on Form 8-K.................................................................. 18
SIGNATURE.................................................................................................. 18
---------
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
-----------------------------
APW Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended November 30,
---------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
Net sales $ 359,723 $ 289,126
Cost of products sold 268,959 211,714
---------------- ----------------
Gross profit 90,764 77,412
Engineering, selling and administrative expenses 56,011 47,137
Loss on sale of subsidiary 2,667 -
Amortization of intangible assets 6,025 5,816
---------------- ----------------
Operating earnings 26,061 24,459
Net financing costs 6,464 13,551
Other expense, net 317 547
---------------- ----------------
Earnings before income tax expense 19,280 10,361
Income tax expense 6,518 3,872
---------------- ----------------
Net earnings $ 12,762 $ 6,489
================ ================
Basic earnings per share:
Earnings per share $ 0.33 $ 0.17
================ ================
Weighted average common shares outstanding (000's) 39,213 38,992
================ ================
Diluted earnings per share:
Earnings per share $ 0.31 $ 0.17
================ ================
Weighted average common and potential common shares outstanding (000's) 41,381 38,992
================ ================
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
APW Ltd.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
--------------- --------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,422 $ 570
Accounts receivable, net 131,343 118,481
Inventories, net 172,478 155,402
Prepaid expenses 13,990 11,114
Deferred income taxes 12,374 12,035
--------------- --------------
Total current assets 333,607 297,602
Property, plant and equipment 384,692 359,007
Less: Accumulated depreciation (187,762) (181,975)
--------------- --------------
Net property, plant and equipment 196,930 177,032
Goodwill, net 668,604 673,060
Other intangible assets, net 8,922 9,262
Other assets 48,476 57,114
--------------- --------------
Total assets $ 1,256,539 $ 1,214,070
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term borrowings $ 3,267 $ -
Trade accounts payable 152,156 149,877
Accrued compensation and benefits 28,053 31,174
Income taxes payable (including amounts due to Actuant Corporation) 47,592 71,073
Other current liabilities 41,775 40,113
--------------- --------------
Total current liabilities 272,843 292,237
Long-term debt 287,461 236,370
Deferred income taxes 9,577 9,580
Other long-term liabilities (including amounts due to Actuant Corporation) 48,739 49,504
Shareholders' equity:
Common Stock--$0.01 par value per share; authorized 250,000,000 shares;
issued and outstanding 39,224,553 and 39,204,150 shares, respectively 392 392
Share premium 639,114 638,409
Retained earnings 17,075 4,313
Accumulated other comprehensive income (loss) (18,662) (16,735)
--------------- --------------
Total shareholders' equity 637,919 626,379
--------------- --------------
Total liabilities and shareholders' equity $ 1,256,539 $ 1,214,070
=============== ==============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
APW Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
-----------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Operating activities
--------------------
Net earnings $ 12,762 $ 6,489
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 15,525 14,372
Loss on sale of subsidiary 2,667 -
Changes in operating assets and liabilities:
Accounts receivable (14,693) (14,781)
Inventories (17,659) (13,297)
Prepaid expenses and other assets (5,089) (718)
Trade accounts payable 3,275 395
Other liabilities (25,299) (11,653)
-------------- --------------
Net cash used in operating activities (28,511) (19,193)
Investing activities
--------------------
Additions to property, plant and equipment (30,840) (11,247)
Net proceeds on sale of subsidiary, net of cash sold 1,782 -
Other investing activities (600) -
-------------- --------------
Net cash used in investing activities (29,658) (11,247)
Financing activities
--------------------
Investments by (distributions to) Applied Power Inc., net,
including debt allocations - (6,660)
Net borrowings on long-term debt 31,796 10,256
Net short term borrowings 3,314 -
Net commercial paper borrowings 25,062 -
Additional receivables financed - 20,813
Stock option exercises 704 -
Other financing activities 168 -
-------------- --------------
Net cash provided by financing activities 61,044 24,409
Effect of exchange rate changes on cash (23) (107)
-------------- --------------
Net increase (decrease) in cash and cash equivalents 2,852 (6,138)
Cash and cash equivalents - beginning of period 570 15,002
-------------- --------------
Cash and cash equivalents - end of period $ 3,422 $ 8,864
============== ==============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
APW Ltd.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Description of Business and Distribution Transaction
-------------------------------------------------------------
APW Ltd. ("the Company") is a leading global technically enabled
manufacturing services ("TEMS") company, focused on the rapidly growing custom
integrated electronic enclosure systems market. The Company designs and
manufactures a comprehensive portfolio of electronic products, including
enclosures (technical housing and external structure and often the skeleton of
the product), power supplies, thermal management systems, backplanes (large
complex circuit panels used mostly in telecommunication equipment) and cabling,
either as individual subassemblies or as custom integrated systems. APW Ltd.
also provides a wide range of integration services to our customers, including
product design, supply chain management, manufacturing, assembly, testing and
drop-ship services. The Company focuses on large infrastructure solutions, such
as wireless base stations and switches, high-end server products and Internet
server enclosures.
On January 26, 2000, Applied Power Inc.'s (Applied Power and APW Ltd.'s
predecessor company) board of directors authorized management to pursue a
spin-off of the Electronics business (the "Distribution") to more effectively
capitalize on the opportunities in this market. On July 7, 2000, Applied Power's
board of directors approved the Distribution, which became effective on July 31,
2000, with shareholders of Applied Power common stock as of the July 21, 2000
record date receiving one share of APW Ltd. common stock for every Applied Power
share owned. Prior to the Distribution, APW Ltd. was reorganized as a Bermuda
company. We now trade separately on The New York Stock Exchange under the ticker
symbol of "APW."
Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
Basis of Presentation: The accompanying unaudited condensed
----------------------
consolidated financial statements of APW Ltd. and its subsidiaries have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial reporting and with the
instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, the financial statements
include all adjustments which are normal and recurring in nature necessary to
present fairly the financial position of the Company at November 30, 2000 and
the results of operations and cash flows for the three months ended November 30,
2000 and 1999. These financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto in the Company's
fiscal 2000 Annual Report on Form 10-K.
The unaudited condensed consolidated statements of earnings and cash
flows for the three month period ended November 30, 1999 assume that the
Electronics businesses of Applied Power that were contributed to APW Ltd. in
connection with the Distribution were organized as a separate legal entity and
therefore include amounts that Applied Power had allocated for providing certain
general and administrative services to APW Ltd. including administration,
finance, legal, tax, treasury, information systems, corporate communications and
human resources prior to the Distribution. The costs for these services have
been allocated to APW Ltd. by Applied Power, for the three months ended November
30, 1999, based upon a formula that includes sales, operating profit, assets and
headcount. Management of APW Ltd. believes that the allocation of costs for
these services was reasonable. The financial statements for the three months
ended November 30, 2000 reflect actual expenses that APW Ltd. has incurred
performing these general and administrative services using its own resources or
purchased services.
Applied Power's historical practice had been to incur indebtedness for
its consolidated businesses at the parent company level or at a limited number
of subsidiaries, rather than at the operating company level, and then to
centrally manage various cash functions. Accordingly, for the three months ended
November 30, 1999, historical amounts of interest expense allocated to APW Ltd.
from Applied Power were based on the portion of Applied Power's investment in
APW Ltd. deemed to be debt. This allocation was based upon a cash flow model
which detailed the historical uses of debt proceeds by APW Ltd. and the deemed
debt repayments by APW Ltd. based on free cash flow. Management believes that
the allocation of interest expense for the three months ended November 30, 1999
was reasonable.
The above allocation methodologies followed in preparing the unaudited
condensed consolidated statements of earnings and cash flows for the three
months ended November 30, 1999 may not necessarily reflect our results of
operations, cash flows, or financial position in the future, or what the results
would have been had we been a separate, independent entity for all periods
presented.
6
<PAGE>
Earnings Per Share: For the three months ended November 30, 1999, basic
-------------------
and diluted weighted average shares used to calculate earnings per share for APW
Ltd. are the same as the historical Applied Power Inc. basic weighted average
shares outstanding. We have used Applied Power Inc. basic shares outstanding for
the three months ended November 30, 1999, which was prior to the Distribution,
for the following reasons: (i) upon the Distribution, each shareholder of
Applied Power Inc. common stock received an equivalent number of APW Ltd. shares
and (ii) there was no potentially issuable common stock of APW Ltd. during the
three months ended November 30, 1999.
The diluted earnings per share calculation for the three months ended
November 30, 2000 includes the impact of dilutive securities issued under the
APW Ltd. 2000 Stock Option Plan and the stock options issued in connection with
the Distribution that were converted to APW Ltd. options from those options
issued under pre-existing Applied Power stock options plans.
Earnings per share for the three months ended November 30, 2000 and 1999
is based on the following (in thousands, except earnings per share data):
<TABLE>
<CAPTION>
Three Months Ended
November 30,
------------------------------
Numerator: 2000 1999
------------- --------------
<S> <C> <C>
Net earnings for basic and diluted earnings per
share $ 12,762 $ 6,489
============= ==============
Denominator:
Weighted average common shares outstanding for
basic earnings per share 39,213 38,992
Net effect of dilutive stock options based on the
treasury stock method 2,168 -
------------- --------------
Weighted average common and potential common shares
outstanding for diluted earnings per share 41,381 38,992
============= ==============
Basic Earnings Per Share: $ 0.33 $ 0.17
============= ==============
Diluted Earnings Per Share: $ 0.31 $ 0.17
============= ==============
</TABLE>
New Accounting Pronouncements: In June 1998, Statement of Financial
------------------------------
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued which requires that an entity recognize
derivative instruments, including certain derivative instruments embedded in
other contracts, as either assets or liabilities and measure those instruments
at fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. We adopted SFAS No. 133, as amended
by SFAS No. 137 and SFAS No. 138, on September 1, 2000. The adoption of SFAS No.
133 resulted in recording the cumulative effect of the change in accounting
principle for derivative and hedging activity in other comprehensive income of
$0.2 million.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The
bulletin summarizes certain views of the SEC staff on applying generally
accepted accounting principles to revenue recognition in financial statements.
The SEC staff expressed its view that revenue is realized or realizable and
earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists; (ii) delivery has occurred or services have been rendered;
(iii) the seller's price to the buyer is fixed or determinable; and (iv)
collectability is reasonably assured. Adoption of SAB 101 is not expected to
have a significant effect on our financial statements.
In October 2000, the Financial Accounting Standards Board issued SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." The statement replaces SFAS No. 125 and rescinds
SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS No.
125." The statement also revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures. Nevertheless, it continues most of SFAS No. 125's
provisions without reconsideration. The statement will be effective for all
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. The adoption of SFAS No. 140 is not expected to
have a significant effect on us based on our current conformity with SFAS No.
125.
7
<PAGE>
Note 3 - Comprehensive Income
-----------------------------
The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
November 30,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Net earnings $ 12,762 $ 6,489
Cumulative effect of change in accounting principle
for derivatives and hedging activities, net of tax 168 -
Foreign currency translation adjustments (2,095) 2,079
------------- -------------
Comprehensive income $ 10,835 $ 8,568
============= =============
</TABLE>
Note 4 - Net Inventories
------------------------
Net inventories consisted of (in thousands):
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
---------------- ------------------
<S> <C> <C>
Raw material $ 109,747 $ 98,130
Work-in-progress 35,193 38,185
Finished goods 37,215 30,437
---------------- ------------------
Total inventories, gross 182,155 166,752
Less: Inventory reserves (9,677) (11,350)
---------------- ------------------
Total inventories, net $ 172,478 $ 155,402
================ ==================
</TABLE>
Note 5 - Accounts Receivable Financing
--------------------------------------
On July 31, 2000, as a part of the Distribution, APW Ltd. assumed
Applied Power Inc.'s accounts receivable financing facility. On that date, the
facility was amended by decreasing the amount available under the facility to
$100.0 million from $150.0 million. The facility was also amended to sell the
receivables without any recourse to APW Ltd. and its subsidiaries. The assumed
accounts receivable financing facility agreement was further amended November
15, 2000, to extend the agreement until November 12, 2003. All other substantive
terms of the amended agreements remained the same as they were under Applied
Power Inc. At November 30, 2000, $78.9 million of receivable interests were sold
under this facility.
Note 6 - Divestiture
--------------------
On November 20, 2000, APW Ltd. completed the sale of its magnets
business to Magnet Applications Group Limited, a United Kingdom company. Total
consideration from the transaction was a net $1.7 million, which resulted in a
net book loss of $2.7 million.
Note 7 - Subsequent Events
--------------------------
On December 15, 2000, APW Ltd., through a wholly owned subsidiary,
completed the purchase of certain enclosure manufacturing assets of Industria
Metalurgica Bagarolli Ltda. ("IMB") located in Campinas, Brazil. IMB specializes
in the design and manufacture of high quality, large indoor and outdoor
enclosure systems, as well as sub-assemblies and integration services, to the
telecom and financial services industries in South America. This acquisition
will be accounted for using the purchase method.
8
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
--------------
The following discussion of our financial condition and our results of
operations should be read in conjunction with our accompanying consolidated
financial statements and related notes thereto. Results of operations and cash
flows for the three months ended November 30, 1999 have been established from
the consolidated financial statements of Applied Power using the historical
results of our operations and historical basis of our assets and liabilities and
the allocation methodology described under "Historical Allocations from Applied
Power" below. We believe the assumptions underlying our financial statements are
reasonable.
Overview
APW Ltd. is a leading global technically enabled manufacturing services
("TEMS") provider, focused on the rapidly growing custom integrated electronic
enclosure systems market. We have the capabilities to design and manufacture a
comprehensive portfolio of electronic products, including enclosures (technical
housings and external structure and often the skeleton of the product), power
supplies, thermal management systems, backplanes (large complex circuit panels
used mostly in telecommunication equipment) and cabling, either as individual
subassemblies or as integrated custom systems. We provide a wide range of
integrated design, manufacturing and logistics services to customers, including
product design, supply chain management, manufacturing, assembly, testing and
drop-ship services. Operating in over 40 locations throughout North America,
South America, Europe and Asia, we provide our solutions and services to
original equipment manufacturers ("OEMs"), primarily in the communications
(datacom and telecom), computing (enterprise hardware - large servers, large
data storage, networking) and Internet (application service providers, Internet
service providers and web hosting) markets. Our customers include industry
leaders such as Applied Materials, Cisco, Compaq, EMC, Ericsson, Fujitsu,
Hewlett-Packard, IBM, Lucent, Marconi, Cymer, Motorola, NCR, Nokia, Nortel
Networks and Sun Microsystems.
The Distribution
During 1999, Applied Power's (APW Ltd.'s predecessor company) management
began to consider the separation of the Electronics Business from the Industrial
Business as a way to more effectively pursue strategic opportunities in the
electronics market. On January 26, 2000, Applied Power's board of directors
authorized various actions intended to position Applied Power to distribute the
Electronics Business to its shareholders (the "Distribution") in the form of a
special dividend.
On July 7, 2000, Applied Power's board of directors approved the
Distribution. The Distribution occurred on July 31, 2000 with shareholders of
Applied Power common stock as of the July 21, 2000 record date receiving one
share of APW Ltd. common stock for every Applied Power share owned. We now trade
separately on The New York Stock Exchange ("NYSE") under the ticker symbol
"APW." Applied Power continues to trade on The NYSE, but has changed its ticker
symbol to "ATU" and intends to subsequently change its name to Actuant
Corporation. Prior to the Distribution, APW Ltd. ("APW") reorganized as a
Bermuda company.
Historical Allocations from Applied Power
Through July 31, 2000, Applied Power provided certain general and
administrative services to us including administration, finance, legal, tax,
treasury, information systems, corporate communications and human resources. The
cost for these services was allocated to us by Applied Power based upon a
formula that considered sales, operating profit, assets and headcount. We
believe that the allocation of cost for these services was reasonable. Since
August 1, 2000, we have performed these general and administrative services
using our own resources or purchased services.
Applied Power's historical practice was to incur indebtedness for its
consolidated businesses at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, through July 31, 2000, our
historical amounts include debt and related interest expense allocated from
Applied Power based on the portion of Applied Power's investment in us which was
deemed to be debt. This allocation was based on a cash flow model which details
the historical uses of debt proceeds by us and the deemed debt repayments by us
based on free cash flow. We believe that the allocation of
9
<PAGE>
corporate debt and related interest expense for all periods prior to July 31,
2000 was reasonable. In conjunction with the Distribution, the consolidated debt
of Applied Power was realigned between us and Applied Power. Through an
additional investment by Applied Power on July 31, 2000, a certain portion of
our allocated outstanding debt was retained by Applied Power.
The above allocation methodologies followed in preparing the unaudited
condensed consolidated statements of earnings and cash flows for the three
months ended November 30, 1999 may not necessarily reflect our results of
operations, cash flows, or financial position in the future, or what the results
would have been had we been a separate, independent entity for all periods
presented.
Recent Developments
On December 15, 2000, APW completed the purchase of certain enclosure
manufacturing assets of Industria Metalurgica Bagarolli Ltda. ("IMB") located in
Campinas, Brazil. IMB specializes in the design and manufacture of high quality,
large indoor and outdoor enclosure systems, as well as sub-assemblies and
integration services, to the telecom and financial services industries in South
America. This acquisition will be accounted for using the purchase method.
Results of Operations
---------------------
Unaudited Pro Forma Results of Operations
In order to evaluate our underlying operating performance, unaudited pro
forma financial information is presented below which depicts our results of
operations assuming the Distribution and related transactions had been completed
as of September 1, 1999, the beginning of fiscal 2000.
This unaudited pro forma financial information has been prepared
utilizing our historical unaudited consolidated financial statements. The
unaudited pro forma information should be read in conjunction with the
accompanying historical unaudited consolidated financial statements and related
notes thereto. The unaudited pro forma financial information does not purport to
be indicative of our results in the future or what the results of operations
would have been had we been a separate, independent entity during the periods
shown.
<TABLE>
<CAPTION>
As a Percentage of Net Sales
Three Months Ended Three Months Ended
November 30, November 30,
----------------------------------------------------
2000 1999(1) 2000 1999
----------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Net sales $ 359,723 $ 289,126 100.0% 100.0%
Gross profit 90,764 77,412 25.2% 26.8%
Engineering, selling and administrative
expenses 56,011 48,256 15.6% 16.7%
Loss on sale of subsidiary 2,667 - 0.8% 0.0%
Amortization of intangible assets 6,025 5,816 1.7% 2.0%
Operating earnings 26,061 23,340 7.2% 8.1%
Net financing costs 6,464 6,987 1.8% 2.4%
Other (income) expense, net 317 546 0.1% 0.2%
Earnings before income tax expense 19,280 15,807 5.4% 5.5%
Income tax expense 6,518 4,742 1.8% 1.6%
Net earnings 12,762 11,065 3.5% 3.8%
</TABLE>
(1) Pro forma adjustments to historical fiscal 2000 first quarter results of
operations are: (i) adjustments to include $3.0 million of general
corporate expenses, (ii) adjustments to net financing costs based on our
debt structure after the Distribution, and (iii) adjustments to income tax
expense to reflect an estimated 30% effective tax rate that we are subject
to as a Bermuda company.
10
<PAGE>
Net Sales
Net sales for the three months ended November 30, 2000 (fiscal 2001
first quarter) grew to $359.7 from $289.1 in the three months ended November 30,
1999 (fiscal 2000 first quarter), an increase of 24% (32% excluding the negative
impact of foreign currency translation). The net sales growth continues to be
primarily driven by growth in our custom integrated systems, thermal management
and Internet business solutions product lines. Our fiscal 2001 first quarter
sales growth was also influenced by the inclusion of acquisitions completed in
the second and third quarters of fiscal 2000. Excluding these acquisitions, net
sales increased 19% in the fiscal 2001 first quarter (29% excluding the negative
impact of foreign currency translation) when compared to sales in the fiscal
2000 first quarter.
Geographic Sales
Three Months Ended
November 30,
--------------------------
2000 1999 Change
-------------------------------------
(In millions)
Americas $ 223.6 $ 163.6 37%
Europe and Asia 136.1 125.5 8%
-------------------------------------
Total $ 359.7 $ 289.1 24%
=====================================
Net sales in the Americas for the fiscal 2001 first quarter grew to
$223.6 million from $163.6 million in the fiscal 2000 first quarter, an increase
of 37%. The net sales growth continues to be primarily driven by growth in our
custom integrated systems, thermal management and Internet business solutions
product lines. Our fiscal 2001 first quarter sales growth was also influenced by
the inclusion of an acquisition completed in the second quarter of fiscal 2000.
Excluding this acquisition, net sales increased 30% in the fiscal 2001 first
quarter when compared to net sales in the fiscal 2000 first quarter.
Net sales in Europe and Asia for the fiscal 2001 first quarter grew to
$136.1 million from $125.5 million in the fiscal 2000 first quarter, an increase
of 8%. Our fiscal 2001 first quarter sales growth was influenced by the
inclusion of an acquisition completed in the third quarter of fiscal 2000.
Excluding this acquisition, Europe and Asia net sales increased 5% in the fiscal
2001 first quarter when compared to net sales in the fiscal 2000 first quarter.
Foreign currency translation adversely impacted fiscal 2001 European net sales
compared to fiscal 2000 first quarter. The appreciation of the U.S. dollar
against the British Pound Sterling, the Euro and Danish Krone currencies
adversely impacted translation of these currencies into U.S. dollars by $22.9
million. Excluding both the adverse impact of foreign currency translation and
the exit of the high-volume personal computer business, Europe and Asia net
sales grew 37% in first quarter fiscal 2001. The net sales growth continues to
be primarily driven by growth in our custom integrated systems product line.
Growth in the fiscal 2001 first quarter net sales continues to be adversely
impacted by our decision to exit some high-volume personal-computer related
business we inherited via acquisition. We are exiting this business in order to
create capacity for our integrated custom systems product lines. The exit of
this business adversely impacted Europe and Asia net sales by approximately
$12.3 million in fiscal 2001 first quarter.
Gross Profit
Gross profit for the fiscal 2001 first quarter grew to $90.8 million
from $77.4 million in the fiscal 2000 first quarter, an increase of 17%. As a
percentage of net sales, the fiscal 2001 first quarter gross profit was 25.2%
compared to 26.8% in the fiscal 2000 first quarter. The decrease in gross profit
as a percentage of net sales is primarily a result of a change in the
composition of our total net sales. A greater percentage of our total net sales
in the fiscal 2001 first quarter were derived from custom integrated systems
than in the fiscal 2000 first quarter. Historically, our standard product lines
have had a higher gross profit margin than our custom integrated systems product
lines. As part of our strategy to expand our customer relationships by providing
a total solution, we expect the percentage of our net sales represented by
custom integrated systems to further increase in the future.
11
<PAGE>
Operating Expenses
Operating expenses in the fiscal 2001 first quarter were $56.0 million
compared to $47.1 million in the fiscal 2000 first quarter. As a percentage of
net sales, operating expenses were 15.6% for the fiscal 2001 first quarter,
compared to 16.3% for the fiscal 2000 first quarter. Our operating expenses
consist primarily of engineering, selling, marketing, finance, information
technology and general administrative expenses. The decrease in our fiscal 2001
operating expenses as a percentage of net sales is primarily the result of our
continued leverage on our existing organizational infrastructure. In future
periods, we will continue to focus on our business strategy to be customer
focused and technically innovative on a global basis, which will require us to
add engineers, program management, supply chain, and sales personnel as well as
other functional support positions.
Operating expenses for the fiscal 2000 first quarter include an
allocation of Applied Power's corporate general and administrative expenses
based on estimated levels of effort devoted to us and our relative size compared
to Applied Power's total revenues, operating profit, assets and employee
headcount. We believe that the allocation of Applied Power's corporate general
and administrative expense for the historical periods is reasonable. See
"Historical Allocations from Applied Power" above for further discussion of
operating expenses allocated to us from Applied Power.
On a pro forma basis, fiscal 2001 first quarter expenses grew to $56.0
million from $48.3 million in fiscal 2000 first quarter, an increase of 16%. As
a percentage of net sales, pro forma operating expenses decreased to 15.6% in
fiscal 2001 first quarter, compared to 16.7% in fiscal 2000 first quarter. Our
fiscal 2001 first quarter decrease in pro forma operating expenses as a percent
of net sales was primarily the result of the successful integration of
acquisitions completed in the past two years, including the elimination of
redundant functions, as well as the elimination of general corporate expenses of
the acquired businesses. These decreases have been partially offset by increased
operating expenses associated with adding additional organizational
infrastructure to support our long-term growth objectives and strategy.
Amortization of Intangible Assets
Amortization of intangible assets (amortization) in the fiscal 2001
first quarter was $6.0 million compared to $5.8 million in the fiscal 2000 first
quarter. Amortization as a percentage of net sales decreased to 1.7% in the
fiscal 2001 first quarter compared to 2.0% in the fiscal 2000 first quarter.
This dollar increase in amortization was primarily the result of the
amortization of goodwill recorded for acquisitions made in the second and third
quarters of fiscal 2000. In the future, we expect goodwill amortization to
increase in dollars as a result of our continued acquisition growth strategy. It
is unclear if goodwill amortization of intangible assets as a percentage of net
sales will change, due to the difficulty in predicting the time, size and
purchase price composition of future acquisitions.
Divestiture
On November 20, 2000, APW Ltd. completed the sale of its magnets
business to Magnet Applications Group Limited, a United Kingdom company. Total
consideration from the transaction was a net $1.7 million, which resulted in a
net book loss of $2.7 million.
Operating Earnings
Operating earnings, excluding the one time loss on sale of subsidiary
of $2.7 million for fiscal 2001 first quarter, grew to $28.7 million from $24.5
million in the fiscal 2000 first quarter, an increase of 17%. As a percentage of
net sales, excluding the one time loss on sale of subsidiary, operating earnings
were 8.0% and 8.5% in the fiscal 2001 first quarter and the fiscal 2000 first
quarter, respectively. In the future, we expect operating earnings to grow
faster than our net sales growth as a result of the leverage on organic net
sales growth. We expect to achieve that leverage on both operating expenses and
amortization of intangible assets. In addition to leverage on the organic net
sales growth, we will continue our focus to manage spending levels throughout
the Company.
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On a pro forma basis, fiscal 2001 first quarter operating earnings grew
to $26.1 million from $23.3 in the fiscal 2000 first quarter, an increase of
12%. As a percentage of net sales, operating earnings were 7.3% and 8.1% in
fiscal 2001 first quarter and fiscal 2000 first quarter, respectively.
Net Financing Costs
Net financing costs in the fiscal 2001 first quarter decreased to $6.5
million from $13.6 million in the fiscal 2000 first quarter, a decrease of 52%.
The decrease in our net financing costs is a result of the reduction in our
outstanding indebtedness from the fiscal 2000 first quarter to the fiscal 2001
first quarter. See "Historical Allocations from Applied Power" above for further
discussion of net financing costs allocated to us from Applied Power for the
fiscal 2000 first quarter.
On a pro forma basis, net financing costs in fiscal 2001 first quarter
decreased to $6.5 million compared to $7.0 million in fiscal 2000, a decrease of
7%. Our fiscal 2001 first quarter and pro forma fiscal 2000 first quarter net
financing costs reflect our lower outstanding indebtedness and lower financing
costs as a result of the Distribution and the debt realignment between us and
Applied Power. We have calculated our pro forma net financing costs using a
7.75% annual interest rate. This weighted average interest rate is generally
representative of what we are incurring on our current debt portfolio
historically.
Income Tax Expense
Income tax expense in the fiscal 2001 first quarter was $6.5 million
compared to $3.9 million in the fiscal 2000 first quarter. Our effective income
tax rate was 33.8% for the fiscal 2001 first quarter, compared to 37.4% for the
fiscal 2000 first quarter. The decrease in the effective tax rate in the fiscal
2001 first quarter compared to the fiscal 2000 first quarter is a result of the
reorganization as a Bermuda Company. See "The Distribution" above for further
discussion of the reorganization as a Bermuda Company.
The goodwill and subsequent amortization expense recorded as a result
of most of our acquisitions is non-deductible for tax purposes. Effective income
tax rates were higher than the statutory rate for the periods presented
primarily as a result of state income taxes and non-deductible amortization of
goodwill, which was partially offset by net effects of foreign tax rates and
credits. As such, pro forma income tax expense represents the anticipated lower
effective income tax rate of 30% on the higher pro forma pre-tax earnings that
we expect to be subject to after the Distribution, debt realignment and
reorganization in Bermuda.
We have agreed to indemnify Applied Power against certain tax
liabilities arising from the reorganization leading up to the Distribution. The
reorganization, including the merger and our continuation as a Bermuda company,
involve taxable transactions. Under a tax sharing agreement we entered into with
Applied Power, we will be responsible for federal and state income taxes
resulting from the reorganization transactions. During November 2000, we made a
$30.0 million payment to Applied Power in relation to this agreement. As a
result, we will bear the risk of any audit adjustments by the IRS or other
taxing authorities challenging the reporting of the reorganization transactions.
Liquidity and Capital Resources
Cash Flows
Cash and cash equivalents totaled $3.4 million at November 30, 2000 and
$0.6 million at August 31, 2000. In order to minimize net financing costs, we
intentionally maintain low cash balances by using available cash to reduce
short-term bank borrowings.
Net cash used in operations in the fiscal 2001 first quarter was $28.5
million compared to $19.2 million used in the fiscal 2000 first quarter. The net
use of cash in the fiscal 2001 first quarter was primarily due to the $30.0
million payment to Applied Power in relation to the tax indemnification related
to the Distribution. Excluding this one-time cash payment to Applied Power,
fiscal 2001 first quarter operations provided $1.5 million in net cash.
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Net cash used in investing activities for the fiscal 2001 first quarter
was $29.7 million compared to $11.2 million for the fiscal 2000 first quarter.
The net use of cash was primarily due to capital expenditures of $30.8.
Net cash provided by financing activities for the fiscal 2001 first
quarter was $61.0 million compared to $24.4 million provided in the fiscal 2000
first quarter. The net cash provided by financing activities primarily came from
net borrowings on our long-term debt facility of $31.8 million and net
commercial paper borrowings of $25.1 million.
Capitalization
Debt at November 30, 2000 totaled $290.7 million, an increase of
approximately $54.4 million from August 31, 2000. The increase in debt was
primarily due to the tax payment to Applied Power and the financing of capital
expenditures.
To reduce the risk of interest rate increases, we may periodically enter
into interest rate swap agreements. Our current interest rate swap activity is
limited to one agreement and is not significant.
Liquidity
On July 31, 2000, as part of the Distribution, we assumed Applied
Power's accounts receivable financing facility. On that date, the facility was
amended by decreasing the amount available under the facility from $150.0
million to $100.0 million. The facility was also amended to sell the receivables
without recourse. The assumed accounts receivable financing facility agreement
was further amended in November 2000 to extend the agreement to November 12,
2003. All other substantive terms of the amended agreement remained the same as
they were under Applied Power. At November 30, 2000, $78.9 million of receivable
interests were sold under this facility.
At November 30, 2000, we had approximately $418.4 million of funds
available under multi-currency credit agreements, unused non-committed lines of
credit and receivable financing facilities. We believe that availability under
our current credit facilities or other borrowings, plus funds generated from
operations, will be adequate to meet our operating, debt service and capital
expenditure requirements for the foreseeable future.
On September 29, 2000, we filed a registration statement on Form S-3
with the Securities and Exchange Commission utilizing a "shelf" registration
process. Using this process, we may, from time to time, offer any combination of
securities described in the registration statement in one or more offerings with
a total initial offering price of up to $500.0 million. We intend to use any net
proceeds from the sale of the securities for one or more of the following
purposes: to repay, in part, existing indebtedness (and, in general, to reduce
financial leverage); to finance capital expenditures and capacity expansion; to
finance, in part, the cost of further acquisitions; and for general corporate
purposes.
We have not paid cash dividends on our capital stock. We currently
intend to retain any earnings for use in our business and do not anticipate
paying cash dividends in the foreseeable future.
New Accounting Pronouncements
In June 1998, Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities," was issued
which requires that an entity recognize derivative instruments, including
certain derivative instruments embedded in other contracts, as either assets or
liabilities and measure those instruments at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. We adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, on September 1, 2000. The adoption of SFAS No. 133 resulted in recording
the cumulative effect of the change in accounting principle for derivative and
hedging activity in other comprehensive income of $0.2 million.
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In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The
bulletin summarizes certain views of the SEC staff on applying generally
accepted accounting principles to revenue recognition in financial statements.
The SEC staff expressed its view that revenue is realized or realizable and
earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists; (ii) delivery has occurred or services have been rendered;
(iii) the seller's price to the buyer is fixed or determinable; and (iv)
collectability is reasonably assured. Adoption of SAB 101 is not expected to
have a significant effect on our financial statements.
In October 2000, the Financial Accounting Standards Board issued SFAS
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." The statement replaces SFAS No. 125 and rescinds
SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of SFAS No.
125." The statement also revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures. Nevertheless, it continues most of SFAS No. 125's
provisions without reconsideration. The statement will be effective for all
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. The adoption of SFAS No. 140 is not expected to
have a significant effect on us based on our current conformity with SFAS No.
125.
Seasonality
Due to the shortened number of business days in the second quarter of
our fiscal year (from December 1 to February 28), we typically experience lower
sales volumes in the second quarter of each fiscal year as compared to the other
quarters in the fiscal year.
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Forward-looking Statements and Cautionary Factors
-------------------------------------------------
Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, as well as statements in other
Company communications, which are not historical facts, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. The terms "anticipate", "believe",
"estimate", "expect", "objective", "plan", "project" and similar expressions are
intended to identify forward-looking statements. Such forward-looking statements
are subject to inherent risks and uncertainties that may cause actual results or
events to differ materially from those contemplated by such forward-looking
statements. In addition to the assumptions and other factors referred to
specifically in connection with such statements, factors that may cause actual
results or events to differ materially from those contemplated by such
forward-looking statements include, without limitation, general economic
conditions, market conditions in the computer, semiconductor, telecommunication,
and electronic industries in North America, South America, Europe and, to a
lesser extent, Asia, market acceptance of existing and new products, successful
integration of acquisitions, competitive product and pricing pressures, foreign
currency risk, interest rate risk, the Company's ability to access capital
markets, and other factors that may be referred to in APW Ltd.'s reports filed
with the Securities and Exchange Commission from time to time.
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Item 3 - Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
We are exposed to market risk from changes in foreign exchange and
interest rates and, to a lesser extent, commodities. To reduce such risks, we
selectively use financial instruments.
As discussed in Note 2 - "Summary of Significant Accounting Policies"
in the accompanying notes to condensed consolidated financial statements, we
adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
an entity recognize derivative instruments, including certain derivative
instruments embedded in other contracts, as either assets or liabilities and
measure those instruments at fair value. Gains or losses resulting from changes
in the values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting. We adopted SFAS
No. 133, as amended by SFAS No. 137 and SFAS No. 138, on September 1, 2000.
Currency Risk - We have significant international operations. In most
-------------
instances, our products are produced at manufacturing facilities located near
the customer. As a result, significant volumes of finished goods are
manufactured in countries for sale into those markets. For goods purchased from
our affiliates, we denominate the transaction in the functional currency of the
producing operation.
We have adopted the following guidelines to manage our foreign exchange
exposures:
(i) increase the predictability of costs associated with goods
whose purchase price is not denominated in the functional
currency of the buyer;
(ii) minimize the cost of hedging through the use of naturally
offsetting positions (borrowing in local currency), netting,
pooling; and
(iii) where possible, sell product in the functional currency of
the producing operation.
Our identifiable foreign exchange exposures result primarily from the
anticipated purchase of product from affiliates and third-party suppliers along
with the repayment of intercompany loans with foreign subsidiaries denominated
in foreign currencies. We periodically identify naturally occurring offsetting
positions and then purchase hedging instruments to protect against anticipated
exposures. Our financial position is not materially sensitive to fluctuations in
exchange rates as any gains or losses on foreign currency exposures are
generally offset by gains and losses on underlying payables, receivables and net
investments in foreign subsidiaries. Based on our overall currency rate
exposure, including derivative financial instruments and nonfunctional currency
denominated receivables and payables, a near-term 10% appreciation or
depreciation of the U.S. dollar would not have a significant effect on our
financial position, results of operations and cashflows over the next fiscal
year.
Interest Rate Risk - We periodically enter into interest rate swaps to
------------------
stabilize financing costs by minimizing the effect of potential interest rate
increases on floating-rate debt in a rising interest rate environment. Under
these agreements, we contract with a counter party to exchange the difference
between a fixed rate and a floating rate applied to the notional amount of the
swap. The effective portion of any gain or loss is reported as a component of
other comprehensive income (loss) and the differential to be paid or received on
interest rate swap agreements is accrued as interest rates change and is
recognized in net income as an adjustment to interest expense. Gains relating to
terminations of qualifying hedges are deferred and recognized in income at the
same time as the underlying hedged transactions. A seventy-eight (10% of our
weighted average interest rate) basis-point change in interest rates on average
long-term borrowings would have impacted net interest expense by approximately
$0.7 million for the three months ended November 30, 2000.
Commodity Prices - We are exposed to fluctuation in market prices for
----------------
steel. Therefore, we have established a program for centralized negotiation of
steel prices. This program allows APW Ltd. to take advantage of economies of
scale as well as to cap pricing. All business units are able to purchase steel
under this arrangement. In general, the contracts lock steel pricing for 18
months and enable APW Ltd. to pay less if market prices fall.
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PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
None.
(b) Reports on Form 8-K
On October 6, 2000, the Company filed a Current Report on Form 8-K
dated September 26, 2000, reporting under Item 5 the Company's outlook
for fiscal 2000 that was contained in a press release dated the same.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APW Ltd.
--------
(Registrant)
Date: January 5, 2001 By: /s/Joseph T. Lower
-------------------
Joseph T. Lower
Vice President - Finance
(Acting Principal Financial
Officer and duly authorized to
sign on behalf of the registrant)
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