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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended April 30, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-9078
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THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 22-1620387
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization) 10019-1412
1790 BROADWAY (Zip code)
NEW YORK, NEW YORK
(Address of principal
executive offices)
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Registrant's telephone number, including area code 212-757-3333
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Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, par value $.10 per share.................. New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
At July 24, 1998, the registrant had 17,093,786 shares of common stock, par
value $.10 per share, outstanding, and the aggregate market value of the
outstanding shares of voting stock held by non-affiliates of the registrant on
such date was $274.1 million, based on the closing price of $19.125 per share of
such common stock on such date.
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DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Company's Annual Meeting of Stockholders in Part III of
this Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
The Alpine Group, Inc. (together with its subsidiaries, unless the context
otherwise requires, "Alpine" or the "Company") is an industrial holding company
which, through its subsidiaries, is principally engaged in the manufacture and
sale of telecommunications wire and cable products and the manufacture and
supply of refractories products and services. Alpine has positioned itself as a
major participant in each of these industries.
Alpine was incorporated in New Jersey on May 7, 1957 and reincorporated in
Delaware on February 3, 1987. Its principal executive offices are located at
1790 Broadway, New York, New York 10019-1417 and its telephone number is (212)
757-3333.
SUPERIOR TELECOM INC. The Company's 50.1% owned subsidiary, Superior
TeleCom Inc. ("Superior TeleCom"), is engaged in the manufacture and sale of
copper wire and cable products for the telecommunications industry, and, to a
lesser degree, the manufacture and sale of data communications and other
electronic equipment for defense, government and commercial applications. Alpine
entered the copper telecommunications wire and cable industry with the
acquisition (the "Superior Acquisition") in 1993 of Superior Telecommunications
Inc. ("Superior"), formerly Superior TeleTec Inc. Following this acquisition,
Alpine became the largest North American manufacturer of copper
telecommunications wire and cable products with the May 1995 acquisition (the
"Alcatel Acquisition") of the U.S. and Canadian copper telecommunications wire
and cable business (the "Alcatel Business") of Alcatel NA Cable Systems, Inc.
and Alcatel Canada Wire, Inc. (collectively, "Alcatel NA").
On October 2, 1996, the Company completed a reorganization (the
"Reorganization") of its wholly-owned subsidiaries, Superior and DNE Systems
Inc. ("DNE"). In connection with the Reorganization, (i) Superior issued the
Company $20.0 million, liquidation value, of Superior's 6% Cumulative Preferred
Stock (the "Superior Preferred Stock"), (ii) Superior and DNE declared a
dividend on their common stock payable to the Company, (iii) the Company
contributed all of the issued and outstanding common stock of both Superior and
DNE to its newly-formed, wholly-owned subsidiary, Superior TeleCom, and (iv)
Superior TeleCom entered into a revolving credit facility (the "Superior Credit
Facility") (see Note 10 to Alpine's consolidated financial statements), the
proceeds of which were used to repay the intercompany debt then owed to the
Company and to pay a portion of the aforementioned declared dividend.
On October 17, 1996, Superior TeleCom completed an initial public offering
(the "Offering") of approximately 49.9% of its common stock. Superior TeleCom
used the net proceeds to fund the repayment of a portion of the amount
outstanding under the Superior Credit Facility and to pay to the Company the
balance of the previously declared dividend.
In November 1996, the underwriters of the Offering exercised their
overallotment option to purchase additional shares of Superior TeleCom common
stock. Superior TeleCom used the net proceeds to repurchase shares of its common
stock and reduce the amount outstanding under the Superior Credit Facility. The
Superior TeleCom common stock repurchased was then transferred to the Company in
exchange for $8.1 million, liquidation value, of the Superior Preferred Stock.
After giving effect to the Offering and related transactions, the Company's
ownership interest in Superior TeleCom was reduced to 50.1%.
In connection with the Reorganization, the Company entered into a services
agreement (as amended and extended to date, the "Services Agreement") with
Superior TeleCom. Pursuant to the Services Agreement, the Company agreed to
provide certain financial, audit and accounting, corporate finance and strategic
planning, legal, treasury, insurance and administrative services to Superior
TeleCom for a per
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annum fee of $2.7 million, in addition to reimbursement of actual costs and
expenses incurred in connection with the Company's provision of such services.
Such annual fee is estimated to reflect commercially reasonable costs for the
services provided.
On May 5, 1998, Superior TeleCom acquired 51% of the issued and outstanding
shares of common stock of Cables of Zion United Works Ltd. ("Cables of Zion")
for approximately $24 million in cash. Cables of Zion is an Israel-based cable
and wire manufacturer whose common stock is traded on the Tel Aviv Stock
Exchange. In connection with the acquisition, the Company obtained a two-year
option to purchase an additional 19% interest in Cables of Zion at the same
purchase price per share (as adjusted for inflation). Cables of Zion
manufactures and sells fiber and copper telecommunications products and power
cable to customers in the Israeli and European markets.
PREMIER REFRACTORIES INTERNATIONAL INC. The Company's 83.4% owned
subsidiary, Premier Refractories International Inc. ("Premier"), formerly
Refraco Inc., is a worldwide manufacturer and supplier of refractories products
and services to the iron and steel, cement, aluminum and glass industries.
Refractories are consumable heat-resistant products used as insulation on
surfaces exposed to high temperature processes. Alpine entered the refractories
industry with its December 1994 acquisition of Premier Refractories Inc.
("PRI"), formerly Adience, Inc., a North American manufacturer and installer of
specialty refractory products. Alpine became a worldwide manufacturer and
supplier of refractories products and services with the Company's April 1997
acquisition (the "Premier Europe Acquisition") of Hepworth Refractories
(Holdings) Limited ("HRHL"), a subsidiary of Hepworth PLC, with manufacturing
operations in Great Britain, Belgium, France and Canada which is supported by a
global distribution network (collectively, the "Hepworth Business").
Alpine became the fourth largest worldwide manufacturer and supplier of
refractories products and services with its January 30, 1998 acquisition (the
"American Premier Acquisition") of American Premier Holdings, Inc. (together
with its subsidiaries, "APHI"). The Company acquired APHI, a manufacturer and
distributor of refractory products in the United States and Canada, through the
merger of APHI into Premier, for $134.9 million, consisting of cash and the
issuance to the stockholders of APHI of shares representing 16.6% of the issued
and outstanding common stock of Premier. Following the consummation of the
American Premier Acquisition, the Company changed the name of the holding
company from Refraco Inc. to Premier Refractories International Inc.; changed
the name of Premier's wholly-owned U.S. subsidiary Adience, Inc. to Premier
Refractories Inc.; and changed the names of its other principal subsidiaries,
including those acquired in the Premier Europe Acquisition.
Although they are constituted by several legally distinct operating
subsidiaries, the combined operations of Premier's North American (including
U.S. and Canada) facilities, on the one hand, and the combined operations of its
European facilities, on the other hand, are collectively referred to,
respectively, as Premier North America and Premier Europe.
TELECOMMUNICATIONS WIRE AND CABLE BUSINESS
COPPER TELECOMMUNICATIONS WIRE AND CABLE INDUSTRY OVERVIEW
Superior is a leading domestic manufacturer of copper telecommunications
wire and cable products for the local loop segment of the telecommunications
network in the United States. Copper telecommunications wire and cable is the
most widely used medium for transmission in the local loop portion of the
telecommunications infrastructure, which comprises approximately 160 million
residential and business access lines in the United States. To a lesser degree,
Superior is involved in the manufacture and sale of high speed data
communication copper wire products, including unshielded twisted pair ("UTP")
wire for on-premise applications, such as in computer networks. Superior's
products are sold primarily to the regional Bell operating companies ("RBOCs")
and the two largest independent telephone companies under multi-year supply
arrangements.
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Superior has led a recent consolidation in the copper telecommunications
wire and cable industry by acquiring the Alcatel Business and certain other
assets. Through these acquisitions, as well as through internal capacity
expansion, Superior increased its annual production capacity from 28 billion
conductor feet ("bcf") in one plant to an aggregate of more than 105 bcf in four
geographically dispersed plants. Due to the industry-wide consolidation that has
occurred over the past four years, total industry capacity has been reduced, the
number of manufacturers has declined and the size of those remaining has
increased. As a result, the Company has become a key supplier of copper wire and
cable to the regional Bell operating companies ("RBOCs") and to the two largest
independent telephone companies. The Company believes that it will continue to
be able to compete effectively as its major customers consolidate their vendor
base in order to stabilize their sources of supply and ensure timely delivery of
quality products on a consistent and long-term basis. The Company estimates that
its share of North American copper telephone cable and wire market was
approximately 40% for fiscal 1998.
Copper wire and cable are the most widely-used medium for voice and data
transmission in the local loop portion of the telecommunications infrastructure
operated by the local exchange carriers ("LECs"), which include the RBOCs and
the independent telephone operating companies. The Company believes that copper
will continue to be the transmission medium of choice in the local loop due to
factors such as: the installed base of copper cable and associated switches,
connectors and other accessory components represents an investment of over $150
billion that must be maintained by the LECs; the lower installation and
maintenance costs of copper compared to optical fiber and other media;
technological advances, such as integrated services digital networks ("ISDN")
and various digital subscriber line ("xDSL") technologies, including
high-bit-rate digital subscriber lines ("HDSL") and asymmetric digital
subscriber lines ("ADSL"), that increase the bandwidth of the installed local
loop copper network, and thus allow the continued use of copper as the
transmission medium for the expanded voice, data, video and multi-media uses
demanded by customers; the increasing demand by consumers for affordable
enhanced services, which, because of technological advances, can be supported by
the copper-based local loop; and the increasing demand for affordable multiple
residential access lines.
Demand for copper telecommunications wire and cable is dependent on several
factors, including: the rate at which new access lines are installed in homes
and businesses; the level of infrastructure spending for items such as
road-widenings and bridges, which generally necessitates replacement of existing
utilities, including telephone cable; and the level of general maintenance
spending by the LECs. The installation of new access lines is, in turn,
partially dependent on the level of new home construction and expansion of
business and, increasingly in recent years, on demand for additional telephone
lines and lines dedicated to facsimile machines and computer modems which are
used for, among other purposes, business communications and access to the
Internet.
A substantial majority of Superior's products sold in North America are
purchased by the RBOCs and other major domestic telephone companies. Prior to
the break-up of AT&T in 1984, AT&T was the sole supplier of copper
telecommunications wire and cable products to the RBOCs. However, after the
break-up of AT&T, the RBOC market became open to all suppliers. It is estimated
that the RBOCs purchase approximately 65% of the copper telecommunications
distribution wire and cable purchased by U.S. telephone companies, the two major
independent telephone holding companies (GTE Corporation and Sprint Corporation)
purchase approximately 19% and over 1,000 small local telephone operating
companies purchase the remainder.
The Company believes Superior is well-positioned to take advantage of the
rapid changes in the telecommunications industry as the demand for voice, data
and video services over the local loop increases dramatically and new
technologies and products are developed to enable the local loop to satisfy that
demand.
INSTALLED BASE. The local loop is the segment of the telecommunications
network that connects the customer's premises to the nearest telephone company
switching center or central office. It comprises
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approximately 173 million residential and business access lines in the United
States. The installed base of copper wire and cable and associated switches,
connectors and other accessory components utilized in the local loop represents
an investment of over $150 billion that must be maintained by the LECs. Although
other media, such as fiber optic cable, are used for trunk lines between central
offices, substantially all local loop lines and systems continue to be
copper-based. Local loop lines are continually maintained and replaced,
providing a steady demand for copper wire and cable.
The Company believes that in the local loop, copper-based networks require
significantly lower installation and maintenance costs and are easier to repair
than other alternative networks (such as fiber optics). Installation of fiber
optic systems is both capital and labor intensive, and deployment of fiber optic
systems generally has been limited to trunk and feeder lines and wide area
network configurations, where the density of voice and data traffic and the
resulting high level of transmission rates required, make such systems cost
efficient.
TECHNOLOGICAL ADVANCES. Copper dominance in the local loop continues to be
supported by technological advances that expand the use and bandwidth of the
installed local loop copper network. These advances include ISDN and xDSL
technologies, including HDSL, ADSL and very high digital subscriber line
("VDSL"). These technologies, together with regulatory developments and
increased competition among service providers, have accelerated the demand for
and the introduction of new high speed and bandwidth-intensive
telecommunications services, such as integrated voice and data, broadcast and
conference quality video, Internet and on-line data services access, high speed
local area network ("LAN") to LAN connectivity, collaborative network processing
and other specialized, bandwidth-intensive applications, which have allowed
telecommunications carriers, private network owners and end-user consumers to
economically and efficiently utilize the existing copper wire and cable network.
The most recent technological advance is xDSL technology. xDSL technology,
which includes ADSL and HDSL, has increased the bandwidth capacity of copper
networks in the local loop through sophisticated digital multiplexing and
modulation techniques. xDSL technology currently expands the bandwidth
transmission capacity over twisted pair copper wire in the local loop from
56,000 bits per second ("bps") to over 8 million bps, depending on distance.
ADSL transmits interactive video and data services, including video on
demand, on-line shopping, banking and other data services, as well as Internet
access, over the existing copper-based local loop, requiring substantially less
investment of capital and labor than alternatives such as fiber optic or hybrid
fiber optic/coaxial cable systems. VDSL is similar technology to ADSL and
operates at even higher bit rates over shorter distances. ADSL is asymmetric in
that it is high bandwidth in one direction and lower bandwidth in the other.
This arrangement is intended primarily to support one way high bandwidth
applications, such as the provision of broadcast quality video into the home. It
is easily installed and portable, relatively inexpensive and can be provided
through the existing copper-based network to a substantial majority of existing
subscribers.
HDSL, as opposed to ADSL, derives its name from the high bandwidth that is
transmitted in both directions over the copper-based network. HDSL provides
advanced digital voice, data and video services with a high level of signal
quality to local loop customers over the existing copper infrastructure, while
tripling the distance a digital signal can travel without the need for
amplification or repeaters. In contrast to fiber optic cable systems, HDSL uses
a minimal amount of power on the remote end of the line, making the traditional
power supplied by copper telecommunications wire sufficient for its use. In
corporate campuses of office buildings, several satellite locations can be
linked with HDSL quickly and inexpensively using existing copper wire or
broadband service.
ISDN is a set of digital transmission signaling protocols and interfaces
that provides end-to-end digital connectivity to support a wide range of
services. ISDN service over the existing copper local loop is expanding due to
the increased demand for digital telecommunications applications such as remote
office connectivity and Internet access. The Company believes that
globally-standardized ISDN service has
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become a vehicle for digital network services, including Internet access, and
that it currently supports the continued use of copper-based networks in the
local loop.
While these rapid and significant technological advances continue to
increase the use and bandwidth of the copper local loop network, optical fiber
is gradually being deployed in the feeder plant as a funnel to support the high
bandwidth digital copper loops. Over the past year, Superior has developed an
optical fiber cable product line which includes local loop feeder cables, LAN
cables and long haul interoffice cables for both indoor premise and outside
plant applications. While Superior's manufacturing capability for fiber optic
cables is currently limited and sales of these products in fiscal 1998 were not
material, the aforementioned acquisition of Cables of Zion is anticipated to
provide the Company with an established source for additional fiber optic cable
manufacturing capacity.
DEMAND FOR NEW SERVICES. Technological advances, regulatory developments
and increased competition among service providers have accelerated the demand
for and introduction of new bandwidth intensive telecommunication services.
These services include integrated voice and data, broadcast and conference
quality video, Internet and on-line data services access, high speed LAN to LAN
connectivity, collaborative network processing and other specialized,
bandwidth-intensive applications.
DEMAND FOR MULTIPLE RESIDENTIAL ACCESS LINES. An increasing number of U.S.
households are installing additional access lines for multiple telephone lines,
facsimile machines, access to the Internet, home offices and other purposes.
Additional access lines increase the demand for copper telecommunications wire
and cable in the local loop.
BUSINESS STRATEGY
The Company believes that the ongoing alignment of productive capacity with
market demand, technological developments that have enhanced the ability of
end-users to utilize the existing copper wire and cable telecommunications
infrastructure for high speed data, video and imaging transmissions, industry
consolidation and Superior's emphasis on new products will continue to
strengthen the Company's competitive position, profitability and cash flow.
The Company's strategy in the telecommunications products business is to:
(i) respond to the current and changing needs of its customers' communications
networks and continue to expand its business in the local loop by continuing to
develop, manufacture and sell a full line of telecommunications wire and cable
products (including twisted pair, fiber optic and hybrid products); (ii)
continue to expand its product lines to include transmission media such as data
cable, including unshielded twisted pair ("UTP") with enhanced product
capabilities and fiber optic cable for LAN applications; (iii) take advantage of
strategic acquisition opportunities in data cable, the local loop and its other
markets; and (iv) continue to expand its presence in international markets
through additional acquisitions and the establishment of joint ventures or
similar arrangements in select markets or with selected partners.
PRODUCTS
Superior manufactures a wide variety of telecommunications wire and cable
products. Cable is the transmission medium in the part of the local loop from a
local telephone company's central office to a subscriber's property line,
whereas wire is the transmission medium that begins at the subscriber's property
line and runs to the subscriber's access device, which may be either outside or
on-premises. Superior's copper-based products include distribution cable,
service wire and premises wire products, ranging in size from a single twisted
pair wire to a 4,200 pair cable. These products are variously configured for
aerial and underground use in the local loop and for on-premise applications.
The basic unit of virtually all copper telecommunications wire and cable is
the "twisted pair," a pair of insulated conductors twisted around each other.
Both conductors in the pair are used to complete the
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telecommunications connection. Twisted pairs are bundled together to form
telecommunications wire and cable.
Superior's copper telecommunications cable products range in size and are
differentiated by design variations, depending on where the cable is to be
installed. Cable products used for direct underground burial are designed to be
water resistant and are filled with compounds to prevent moisture from
penetrating the cable structure. The individual copper wires in these cables
utilize either a solid polyethylene or polypropylene insulation or cellular
polyethylene covered with a solid polyethylene skin. Cable products used for
underground duct or aerial applications, where water penetration is not a major
concern, are designed with solid polyethylene insulation and no filling
compound. The copper telecommunications cable products normally have metallic
shields for mechanical protection and electromagnetic shielding of the copper
wires, as well as an outer polyethylene jacket.
Superior's service wire products range in size from a single twisted pair to
a six-pair product. Similar to copper cable products, service wire products are
designed for both direct burial and aerial applications and are also
manufactured in a variety of designs, including a number of different metallic
shield configurations and several different jacketing materials.
Superior's copper telecommunications wire for interior use, or premises
wire, generally ranges in size from a single twisted pair to a 100-pair product.
Premises wire is used within buildings to connect telecommunications devices
(telephones, facsimile machines and computer modems) to the telecommunications
network and in commercial buildings to establish LANs.
One element of the Company's strategy in the wire and cable business is to
expand into performance-enhanced wire and cable products that provide
opportunities for growth both within and outside Superior's basic market. The
Company has developed, or is in the process of developing, a number of new
products, including (i) hybrid products combining twisted-pair copper wires with
coaxial or fiber optic cable for distribution service and (ii) fiber optic
cables used for trunking and feeder applications in the local loop and for
trunking and distribution applications in LANs, either as indoor (premises),
outside plant cables or transition cables between inside and outside plant. The
outside plant cables can be used in a variety of installations such as aerial,
buried and underground conduit and can be configured with two to 144 fibers
which are typically single mode fibers. These cables can be sold to traditional
customers such as LECs as well as new customers, such as competitive local
exchange carriers (CLECs), inter-exchange carriers (IXCs) and competitive access
providers (CAPs). The indoor and LAN cables contain from one to 144 fibers,
which are typically multimode fibers, and are used in plenum, riser and
horizontal applications within buildings primarily for the datacomm market.
These cables are sold to distributors, as well as to existing customers.
MARKETING AND DISTRIBUTION
During fiscal 1998, 87.9% of Superior's net sales were to the RBOCs and the
two major independent telephone companies, 9.9% of net sales were primarily to
other telephone companies and data product distributors in North America and the
remaining 2.2% of net sales were made outside of North America.
Superior sells to the RBOCs and the two major independent telephone
companies on a direct basis through a sales force of six salespersons. The
remainder of Superior's products is sold through distributors, original
equipment manufacturers and sales representatives and agents. The Company
believes that there will be further opportunity for international expansion of
its wire and cable marketing and distribution either through export sales,
additional acquisitions, joint ventures or similar arrangements.
Superior's sales to the major telephone operating companies are generally
pursuant to multi-year supply agreements in which the customer agrees to have
Superior supply certain of the customer's wire or cable needs as the primary
supplier during the term of the agreement. Prior to awarding a contract,
customers forecast their needs and manufacturers, such as Superior, bid and
quote prices based upon the
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forecasted order amount, although customers are not obligated to purchase the
forecasted amount or any minimum amount. Superior currently has multi-year
agreements with respect to certain of its wire and cable products with all of
the RBOCs and with the two major independent telephone companies. During fiscal
1998, sales to GTE Corporation, Bell Atlantic, Sprint Corporation, SBC
Corporation and BellSouth Corporation accounted for 19.4%, 19.0%, 17.3%, 16.2%
and 13.3% of Superior's net sales, respectively. No other single customer
accounted for more than 10% of Superior's net sales. Additionally, as is
customary in the industry, the Company's sales to customers other than large
telephone companies are primarily on the "spot" market on the basis of
short-term purchase orders. In recent years these sales have declined as a
proportion of total sales.
MANUFACTURING
Copper rod is the base component for Superior's copper wire and cable
products. The manufacturing processes for these products require that the copper
rod be drawn and insulated. Superior purchases copper rod of 5/16 inch diameter
from third-party suppliers. Superior then "draws" the conductor to one of four
American Wire Gauges ("AWGs"). Wire drawing is the process of reducing the
conductor diameter by pulling the copper rod through a converging die until the
specified AWG is attained. Since the reduction is limited by the breaking
strength of the conductor, this operation is repeated several times internally
within the machine. Individual copper conductors are then typically insulated
with plastic compounds through an extrusion process. Extrusion involves the
feeding, melting and pumping of a compound through a die to shape it in final
form as it is applied to insulate the conductor. Superior uses five primary
types of insulating material compounds: high density polyethylene, high density
cellular polyethylene foam, flame retardant polyethylene, fluoropolymers and
polyvinyl chloride. Superior purchases these insulating compounds from a variety
of suppliers.
Superior's copper products also require that the conductors be "twisted" so
that two insulated single conductors are combined to create a twisted pair.
Superior's copper products are often "cabled" or "stranded" so that multiple
twisted pairs of insulated conductors are combined to form larger units of
multiple pair cables. Typically, cabling or stranding is done only on large
(I.E., 25 or more) numbers of pairs. Smaller numbers of pairs are not cabled,
but are sent directly for jacketing.
Superior's copper wire and cable products are then "jacketed" or covered
through the application of filling and flooding compounds and shielding tapes to
the twisted pair. Products to be installed underground are protected by metallic
shielding (E.G., aluminum and steel) for electrical and mechanical isolation and
by plastic compounds of polyvinyl chloride or polyethylene for protection
against water and other sources of corrosion and interference. After the wire
and cable products are fabricated, they are packaged and shipped either directly
to customers or to distributors.
Fiber optic cables share some of the copper cable manufacturing processes,
methods and procedures such as jacketing and shielding or armoring. Generally,
there are two broad categories of fiber optic cable designs: loose tube and
tight buffered. In loose tube construction, a plastic tube is loosely extruded
over a number of optical fibers and several of these loose tube bundles can be
arranged around a central strength member. This unit may then be armored and
jacketed in a process similar to that used for copper cables. Tight buffered
cables typically have an aramid yarn tightly wrapped around each optical fiber
for strength, and the fibers are then bundled together and jacketed. Tight
buffered cables are generally intended for indoor installations for high speed
data and LAN applications.
RAW MATERIALS
The principal raw materials used by Superior in the manufacture of its
copper wire and cable products are copper, aluminum, bronze, steel and plastics
such as polyethylene and polyvinyl chloride. These raw materials are available
from several sources and Superior has not experienced any shortages in the
recent past.
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The cost of copper, the most significant raw material used by Superior in
its wire and cable business, has been subject to considerable volatility over
the years. However, this volatility has not had, nor is it expected to have, an
impact on Superior's profitability due to customers' contractual arrangements
that provide for the pass-through of changes in copper costs through price
revisions (typically quarterly). Nevertheless, sharp increases in the price of
copper can reduce demand if telephone companies decide to defer their purchases
of copper telecommunications wire and cable products until copper prices
decline.
From time to time, particular plastics have been difficult to obtain but,
with the exception of Teflon-- used for UTP production, which is in short
supply, none of these shortages has required Superior to limit production. The
inability of Superior to obtain sufficient quantities of raw materials could
adversely affect its operating results.
FOREIGN SALES
The Company's copper telecommunications wire and cable business has a plant
in Winnipeg, Manitoba that supplies both the Canadian and U.S. markets.
Superior's net export sales during fiscal 1998 to customers outside North
America were $10.9 million, or 2.2% of net sales, of which the majority was to
customers in Latin America.
COMPETITION
The copper telecommunications wire and cable business is very competitive.
Superior has three major domestic competitors in the copper telecommunications
wire and cable business: Cable Systems International, Inc.; General Cable
Corporation, a public company and formerly a subsidiary of Wassall, plc; and
Essex International, Inc., a public company. Competition in this market is based
on price, service and quality. Because several RBOCs have adopted policies of
limiting the number of their suppliers and requiring that these suppliers
provide additional services, the degree of competition based on service has
increased.
DATA COMMUNICATIONS AND ELECTRONICS
DNE designs and manufactures data communications equipment, integrated
access devices and other electronic equipment for defense, government and
commercial applications. It is the largest supplier to the U.S. defense forces
of data and voice multiplexers used in tactical secure military applications.
Multiplexers are integrated access devices that combine several
information-carrying channels into one line, thereby permitting simultaneous
multiple voice and data communications over a single line. During fiscal 1998,
DNE achieved sales of $5.5 million of commercial versions of its military
multiplexer to both domestic companies and a multinational manufacturing company
for commercial paging services. DNE also produces military avionic products,
including switches, dimmers, relays and other electronic controllers, sensors
and aerial refueling amplifiers.
The Company has reduced its dependence on the defense market in recent years
primarily by taking advantage of opportunities to manufacture equipment on a
contract basis. The Company provides contract manufacturing services for
subassembly equipment to original equipment manufacturers in the technology
industry and NASA. The Company expects to expand its contract manufacturing
services business for its existing commercial customers and to add additional
commercial customers in the future. In fiscal 1998, DNE's sales to customers
other than departments of the U.S. government accounted for 46.7% of DNE's
sales, compared to 35.4% in fiscal 1997 and 33.6% in fiscal 1996.
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REFRACTORY PRODUCTS AND SERVICES
GENERAL
The Company, through Premier, is one of the world's leading manufacturers
and suppliers of refractory products and services, primarily for use in the
production of iron and steel, glass, aluminum, cement and in the co-generation
industry. In the U.S., Premier North America is also a leader in the production
and marketing of magnesia specialty chemicals. Refractory products are minerals
or man-made compounds that retain their form, strength and chemical
characteristics when subjected to extremely high temperatures under varying
conditions. They are used in virtually every industrial process requiring
heating or containment of a solid, liquid or gas at high temperatures. Although
certain refractories have been known to last as long as ten years, due to the
extreme environment under which they must perform, the majority of refractory
products have short useful lives and must be replaced frequently. Premier has
manufacturing and installation facilities in the United States, England,
Scotland, Belgium, France and Canada, allowing the Company to meet the needs of
a worldwide customer base in both the capital project (initial installation) and
consumable (replacement) markets for refractory products and services.
REFRACTORY PRODUCTS AND SERVICES
The Company manufactures a wide range of refractory products and specializes
in producing refractory materials that are custom designed for specific
industrial applications and customers. The principal products are monolithic
(unformed) refractory materials, formed products such as precast shapes, slide
gates, bottom pour refractories, bricks and blocks and ceramic fibers. The
Company also provides installation and maintenance services for its customers.
Monolithic refractory materials are cement-like materials that are mixed with
water on the customer's premises and applied to surfaces exposed to high
temperatures. Precast shapes are refractories formed to a specific application.
Slide gates and bottom pour refractories are pre-formed units that allow the
discharge of molten metal from the bottom of the furnace, rather than from the
top, resulting in reduced iron and steel impurities. The Company manufactures a
wide range of bricks and blocks, which are used to line industrial furnaces, and
manufactures and installs refractory products in capital (i.e., new or rebuild)
projects, as well as for replacement (i.e., consumable). Ceramic fibers act as
an insulating product in certain very high temperature applications. The largest
customer for the Company's products and services is the iron and steel industry,
followed by the glass, aluminum, cement and co-generation industries.
The manufacturing process for specialty refractory products involves the
mixing and, in some cases, the kiln firing of various raw materials,
particularly fireclays and minerals such as bauxites, aluminas and magnesite.
Premier North America operates 14 principal refractory plants located near major
industrial centers in the United States and Canada. Premier Europe operates
eight principal refractory plants located near major industrial centers in Great
Britain, Belgium and France.
Premier also provides a variety of services, primarily to its iron and steel
customers: it installs refractory products manufactured by it and others; it
provides on-site maintenance of refractory products; and it rebuilds coke ovens.
The ability to react quickly to customer requests for products or installation
and maintenance services is particularly important in the refractory industry
because of the extremely high cost of manufacturing downtime in the iron and
steel industry. Consequently, Premier North America maintains refractory service
facilities located near its major customers in the United States and Canada.
Premier Europe maintains similar facilities in the U.K. and in Belgium. Each
facility has the equipment and skilled staff required for the installation and
maintenance of refractory products. Other personnel required for installation
projects are hired on an as-needed basis from readily available local union
labor pools and are employed only for the duration of each job.
Premier's chemical division is a leader in the production of magnesia
refractories and magnesia based chemicals, primarily magnesium oxide and
magnesium hydroxide. Magnesia chemicals are a safer and
10
<PAGE>
more environmentally responsible solution to problems related to acid
neutralization. Raw materials are obtained from Premier's Gabbs, Nevada mine and
extracted from seawater at a plant in Port St. Joe, Florida. Products from the
chemical division are used in a wide range of industrial, municipal and
agricultural markets including animal nutrition and health, fertilizers, power
generation, fuel additives, soil remediation and wastewater treatment.
MARKETING AND DISTRIBUTION
The iron and steel industry has historically been the major consumer of the
refractories segment's products and services. Sales to the iron and steel
industry in fiscal 1996, 1997 and 1998, on a pro forma basis (reflecting the
Premier Europe Acquisition and the American Premier Acquisition, retroactively),
accounted for 52%, 56% and 54%, respectively, of refractory product net sales.
Other customers for Premier's specialty refractory materials are the glass,
aluminum, cement and co-generation industries. The Company also sells its
refractory products to other refractory contractors and buys refractory products
produced by other manufacturers in performing its contracting services.
Within the iron and steel industry, Premier North America's principal
customers have traditionally been the largest companies in the industry. USX-US
Steel Group, Inc., Bethlehem Steel Corporation, LTV Steel Company, Inc. and
Inland Steel Industries, Inc. together accounted for approximately 20%, 20% and
22% of net sales (on a pro forma basis, taking into account operations of the
Premier Europe Acquisition and the American Premier Acquisition) of Premier
North America for fiscal 1996, 1997 and 1998, respectively. The increase in the
pro forma percentage of net sales in fiscal 1998 is primarily the result of the
expanded customer base introduced through the American Premier Acquisition.
USX-US Steel Group, Inc. accounted for 7%, 8% and 10% of Premier North America's
pro forma net sales during fiscal 1996, 1997 and 1998, respectively. Each of the
other companies accounted for less than 10% of this business segment's net sales
during such periods. Premier Europe has long-standing relationships on a global
basis with iron and steel, aluminum and glass companies. On average,
relationships of Premier Europe with its major customers are longer than 20
years. Except for British Steel, which represented approximately 15% and 18%,
respectively, of the sales of Premier Europe during fiscal 1997 and 1998, no
other customer represented over 10% of such sales during such periods. Marketing
of Premier North America's products and services is conducted by a sales force
working out of nine sales offices located in eight states and Canada. Premier
Europe sales teams for major project work are headed by a director or senior
sales manager with appropriate technical support. In general, the sales process
involves combining product specialists with geographic sales teams on a customer
by customer basis. Premier Europe also has a number of commercial and technical
teams based in the U.K. and in Belgium that are dedicated to each major industry
and that work closely with geographic sales personnel. Premier Europe also sells
the Company's products through a network of local agents operating in over 70
countries.
Products produced by Premier North America and Premier Europe generally are
delivered directly to end users. A small number of stocking distributors are
used in the international markets, and Premier maintains warehouse operations in
certain limited locations. The warehouse operations carry limited product lines
and largely supply monolithic and other consumable items to customers who
operate small furnaces, as well as to independent contractors.
RAW MATERIALS
In manufacturing its refractory products, Premier uses more than 100
different raw materials which come from a variety of sources globally. Some of
the more important raw materials used in the refractories business segment are
alumina, bauxite, magnesite, silicon carbide, andalusite, calcium aluminate
cements and clays. The number of sources of supply varies with each raw material
and certain key raw materials, such as zirconia and andalusite, are found in a
limited number of locations. The Company believes that it is not dependent in
its manufacturing processes on any one source of supply. The Company is
continuing to
11
<PAGE>
consolidate its procurement activities with respect to the requirements of
Premier North America and Premier Europe, thereby realizing cost savings and
efficiencies.
FOREIGN SALES
Premier North America's net export sales to customers outside the United
States and Canada were $5.0 million, or 4.7% of net sales, for fiscal 1997 and
$8.1 million, or 5.1% of net sales, for fiscal 1998. Approximately 98% and 99%
of Premier North America's sales during fiscal 1997 and 1998, respectively, were
to customers based in North and Central America. During fiscal 1997 (on a pro
forma basis, taking into account the Premier Europe Acquisition) and 1998,
Premier Europe's sales to its customers based in Europe, Asia, North, Central
and South America and Africa were 65%, 20%, 10% and 5%, respectively, in fiscal
1997, and 77%, 6%, 13% and 4%, respectively, in fiscal 1998. The accompanying
consolidated financial statements provide further information about the
Company's domestic and foreign operations.
BUSINESS STRATEGY
The Company believes that the significant international manufacturing and
sales distribution operations realized through the Premier Europe Acquisition,
including Premier's comprehensive range of refractory products and services and
its sales and manufacturing presence in over 70 countries, together with the
cost savings and cross-marketing opportunities presented by the combination of
the operations of Premier North America (including those associated with the
American Premier Acquisition) and Premier Europe, positions it to grow Premier's
revenues and increase its profitability and cash flow.
The Company's strategy in the refractories business is to (i) realize the
opportunities presented by the American Premier Acquisition and the Premier
Europe Acquisition for cost reductions and the cross-marketing of products and
services to customers of Premier, (ii) continue development of innovative value-
added products and installation techniques (including shotcrete and robotic
gunning equipment and processing) and (iii) take advantage of strategic
acquisition opportunities in the refractories industry.
COMPETITION
In the production of refractory materials, Premier North America competes
with a number of companies in the United States, including North American
Refractories Co., Harbison Walker (which recently acquired A.P. Green
Industries, Inc., another competitor of the Company) and National Refractories
Co., some of which have greater resources than Premier North America. Premier
North America's primary competitors in the installation of refractory products
are in-house employees of iron and steel companies and also regional refractory
service contractors which, unlike Premier North America, do not engage in the
production of such materials. Other major refractory producers typically
contract with these regional companies to install the products, or their
customers install the products themselves. Competition is based primarily on
service, price and product performance. The Company believes that its ability to
produce, install and maintain its refractory products without dependence upon
third parties strengthens its competitive position.
In the international markets, Premier Europe manufactures and sells to the
alumino silicate, basic, carbon, silica and specialty refractory product
sectors. Premier Europe competes with a number of competitors; however, only a
few companies supply the broad range of materials offered by Premier, since most
refractory suppliers in the international market tend to focus on a limited
number of specific product sectors.
12
<PAGE>
RESEARCH AND DEVELOPMENT
SUPERIOR
In response to the changing requirements of the telecommunications industry,
Superior established a product development center during the fourth quarter of
fiscal 1997. This 39,000 square foot facility is located in Kennesaw, Georgia
(within 15 miles of Superior's corporate headquarters) and is dedicated to
defining and creating new wire and cable systems that meet the needs of the
evolving communications networks. Recent projects include the development of
single mode and multimode fiber optic cable products for use in LANs as well as
telephone networks. While not material to consolidated sales, initial sales and
shipments of these products did begin in fiscal 1998.
Superior also has development projects underway for performance enhanced
copper-based wire products that are designed to meet the existing and future
needs of the telephone companies. Several of these projects have been undertaken
in conjunction with Superior's telephone company customers and include the
development of composite cables that incorporate copper twisted pair wire and
coaxial cable or optical fibers in a single cable construction. Superior is also
developing extensions of its UTP product line for certain LAN data transmission
applications.
The Company believes its ability to capitalize on new product offerings will
be enhanced by the establishment of its product development center. Further, the
Company intends to continue to explore and exploit new product development
opportunities to meet the needs of its customers.
DNE
In order to compete for contracts, DNE frequently invests its own funds in
research and development in order to determine the financial and practical
feasibility of manufacturing products. DNE is continuing its development of an
integrated multiplexer with expanded capabilities for use in both the commercial
and military markets.
PREMIER
Constant revisions to industry processes and chemistries require changes in
refractory products to meet customer demand. Premier North America maintains
research and development facilities in Snowshoe, Pennsylvania and Bettsville,
Ohio for improving existing refractory products and installation methods and
developing new products for existing and new markets. Premier Europe has a
research and development staff based in facilities at Worksop, Manuel, St.
Ghislain, Belgium and Buzancais, France. The staff works closely with the
production staff and customers to ensure quality standards are maintained and
improved. Key areas of current development work include process development,
product improvement, new product areas and installation techniques. Recent
developments include the introduction of a new generation of ceramic ladle valve
for steel making and an environmentally-friendly alternative to magnesia chrome
bricks, widely used in glass making industries. In addition, research and
development personnel work closely with customers to improve product quality and
lower costs. As a result of the Premier Europe Acquisition, the Company expects
to consolidate certain research and development activities currently servicing
its refractories business.
GENERAL
Alpine's research and development expense during fiscal 1996, 1997 and 1998
amounted to $2.5 million, $3.4 million and $7.8 million, respectively.
Although the Company currently holds certain trademarks, licenses and
patents, none is considered to be material to its businesses.
13
<PAGE>
EMPLOYEES
As of April 30, 1998, Alpine employed 5,035 people, including 1,550 in the
telecommunications wire and cable business, 3,339 in the refractories business,
126 in the data communications and electronics business and 20 at Alpine's
corporate offices.
The number of individuals employed in the refractories business does not
reflect temporary workers retained on a project basis, as required.
Approximately 1,454 persons employed in the refractory business and
approximately 420 persons employed in the telecommunications wire and cable
business are represented by unions. All of the collective bargaining agreements
in the United Kingdom and Belgium, and three such agreements in the United
States, will expire during the next fiscal year. Alpine considers relations with
its employees to be satisfactory.
ENVIRONMENTAL MATTERS
Alpine's manufacturing operations are subject to extensive and evolving
federal, foreign, state and local environmental and land use laws and
regulations relating, among other things, to the storage, handling, disposal,
emission, transportation and discharge of hazardous substances, materials and
waste products and often imposing stringent permitting requirements. Compliance
with these laws, regulations and permit requirements has not been material to
the operations, business or financial results of Alpine and has not had a
material effect upon its capital expenditures, earnings or competitive position.
However, violation of or non-compliance with such laws, regulations or permit
requirements, even if inadvertent, could result in an adverse impact on the
operations, financial condition or liquidity of Alpine.
Operations of Alpine, certain of its predecessors or certain of the
companies it has acquired have resulted in releases of hazardous substances or
wastes at sites currently or formerly owned or operated by Alpine or at sites to
which wastes may have been sent for disposal. Alpine is presently involved in
investigatory and remedial activities at certain sites, some of which are being
conducted under the oversight of governmental authorities. In connection with
certain acquisitions and divestitures, Alpine has also assumed responsibility
for and indemnified purchasers against certain liabilities associated with
contamination, if any, existing at certain of its or its predecessors' current
and former facilities.
In connection with the sale of its former East Windsor, Connecticut facility
and pursuant to Connecticut property transfer laws, the Company is under an
obligation to investigate the existence of contamination, if any, at that
facility and, if any contamination is found to exist, to remediate or otherwise
address such contamination in accordance with the applicable regulatory
requirements of the Connecticut Department of Environmental Protection. The
Company is undertaking the required investigation. Based upon information
available to date, Alpine does not believe that fulfilling its obligations with
respect to the East Windsor facility is likely to have a material adverse effect
on its operations, financial condition or liquidity.
Certain Premier facilities contain areas which, in the past, have been used
for the disposal of waste materials generated in connection with facility
operations, some of which may contain elements of components classified as
hazardous or which are otherwise regulated under environmental laws or which may
otherwise cause environmental contamination or impose other obligations under
environmental laws. If it is determined that past disposal or facility
operations practices have resulted in releases of regulated contaminants to soil
or groundwater, investigation and remediation of such contamination may be
required. If substantial environmental contamination is found at such Premier
facilities, it could have a material adverse effect on the operations, business
and financial results of Alpine.
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<PAGE>
ITEM 2. PROPERTIES
Alpine conducts its principal operations at the facilities set forth below:
<TABLE>
<CAPTION>
SQUARE
LOCATION FOOTAGE LEASED/OWNED
- ---------------------------------------------------------------------------- --------- ------------------------
<S> <C> <C>
TELECOMMUNICATIONS SERVICE AND PREMISE WIRE AND DISTRIBUTION CABLE
MANUFACTURING FACILITIES:
Brownwood, Texas............................................................ 328,000 Leased (expires 2013)
(subject to five
five-year renewals)
Tarboro, North Carolina..................................................... 295,000 Owned
Winnipeg, Manitoba.......................................................... 190,000 Owned
Elizabethtown, Kentucky..................................................... 163,000 Owned
Kennesaw, Georgia (product development center).............................. 39,000 Leased (expires 2002)
CORPORATE OFFICE:
Atlanta, Georgia............................................................ 30,600 Leased (expires 2001)
</TABLE>
Each of Superior's facilities is operating at utilization rates in excess of
95%. Facilities in this segment are suitable and adequate for the business being
conducted. Capital spending plans for the operations in this segment are
primarily designed to keep up with current technology, to increase capacity in
existing product lines and for cost reduction initiatives.
<TABLE>
<CAPTION>
SQUARE
LOCATION FOOTAGE LEASED/OWNED
- ----------------------------------------------------------------------------- --------- -----------------------
<S> <C> <C>
DATA COMMUNICATIONS AND ELECTRONICS 65,000 Leased (expires 2007 )
Wallingford, Connecticut.....................................................
</TABLE>
DNE's facility in Wallingford, Connecticut is adequate and suitable for the
business being conducted and operates at a utilization rate of between 60% and
70%.
<TABLE>
<CAPTION>
SQUARE
LOCATION FOOTAGE LEASED/OWNED
- ---------------------------------------------------------------------------- ---------- -----------------------
<S> <C> <C>
REFRACTORIES
NORTH AMERICAN MANUFACTURING FACILITIES:
Washington, Pennsylvania.................................................... 201,881 Owned
Snow Shoe, Pennsylvania..................................................... 171,425 Owned
South Webster, Ohio......................................................... 125,082 Owned
Crown Point, Indiana........................................................ 79,116 Owned
Altoona, Pennsylvania....................................................... 57,260 Owned
Smithville, Ontario......................................................... 47,000 Owned
Canon City, Colorado........................................................ 44,286 Owned
Erwin, Tennessee............................................................ 128,921 Owned
Aurora, Illinois............................................................ 76,744 Owned
Chicago Heights, Illinois................................................... 53,946 Owned
Gabbs, Nevada............................................................... 198,000 Owned
Port St. Joe, Florida....................................................... 39,900 Owned
Brownsville, Texas.......................................................... 38,885 Owned
Bettsville, Ohio............................................................ 225,485 Owned
Bettsville, Ohio (research and development)................................. 40,275 Owned
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
SQUARE
LOCATION FOOTAGE LEASED/OWNED
- ---------------------------------------------------------------------------- ---------- -----------------------
<S> <C> <C>
Welland, Ontario............................................................ 77,408 Owned
UK MANUFACTURING FACILITIES:
Manuel...................................................................... 1,068,497 Owned
Worksop..................................................................... 454,203 Owned
Loxley...................................................................... 364,669 Leased (expires 2012 )
Bawtry...................................................................... 219,841 Owned
Newton Cap.................................................................. 15,220 Owned
CONTINENTAL EUROPE MANUFACTURING FACILITIES:
St.Ghislain, Belgium........................................................ 537,763 Owned
Libos, France............................................................... 257,902 Owned
Hautrage, Belgium........................................................... 240,196 Owned
Buzancais, France........................................................... 183,459 Owned
CORPORATE OFFICES:
King of Prussia, Pennsylvania............................................... 28,849 Leased (expires 2000)
Carnegie, Pennsylvania...................................................... 77,500 Owned
EUROPEAN CORPORATE OFFICES:
Alfreton, UK................................................................ 4,000 Leased (expires 2001 )
</TABLE>
The Carnegie, PA office for Premier North America's operations is located in
a facility which is also used for warehousing. Premier Europe also leases office
facilities in Milan, Italy, Duisburg, Germany, Buzancais, France and Singapore.
Depending on product mix, capacity in the refractories segment ranges from
1.0 million to 1.1 million tons of refractory products. The facilities are
operating at various utilization rates with an overall utilization between 60%
and 65%. Facilities in this segment are adequate and suitable for the business.
Capital spending plans are primarily designed to modify existing product lines.
<TABLE>
<CAPTION>
LOCATION SQUARE FOOTAGE LEASED/OWNED
- ------------------------------------------------------------------------ --------------- -----------------------
<S> <C> <C>
CORPORATE OFFICES
New York, New York...................................................... 5,375 Leased (expires 2002 )
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
PRI's J.H. France unit is named as a party in approximately 5,300 lawsuits,
some of which involve both multiple claimants and all of which involve multiple
defendants, filed in 15 jurisdictions principally by employees and former
employees of certain customers of J.H. France and involving approximately 12,200
claimants (the "Pending J.H. France Claims"), alleging in certain cases that a
single product, a plastic insulating cement manufactured more than 25 years ago
by J.H. France, caused them to suffer from asbestos-related diseases and in
other cases alleging that products manufactured or sold by J.H. France caused
silica-related diseases. It is also alleged that J.H. France sold products
manufactured by other companies which are alleged to have contained asbestos.
The majority of the Pending J.H. France Claims seek monetary damages ranging
from $20,000, which is the minimal jurisdictional requirement for personal
injury cases in a majority of the applicable jurisdictions, to $1.0 million.
J.H. France and its insurance carriers historically have settled these lawsuits,
typically for an average amount per case of less than the minimum amount stated.
Otherwise, J.H. France has been dismissed from certain of these lawsuits by
16
<PAGE>
agreement or upon application to the Court. Four claims have been tried
resulting in jury verdicts in favor of J.H. France. Punitive damages have also
been claimed in some cases.
In addition to the lawsuits against J.H. France, PRI, as successor in
interest to BMI Inc. ("BMI"), is named as a party in approximately 170 similar
pending lawsuits, some of which involve both multiple claimants and all of which
involve multiple defendants, filed in eight jurisdictions principally by
employees and former employees of certain customers of BMI and involving
approximately 1,500 claimants (the "Pending BMI Claims"), alleging that products
produced by BMI caused silicosis in such persons, and in other cases alleging
products manufactured or sold by BMI caused asbestos-related diseases in such
persons. The majority of the Pending BMI Claims seek monetary damages ranging
from $20,000, which is the minimal jurisdictional requirement for personal
injury cases in a majority of such jurisdictions, to $1.0 million. Premier and
its insurance carriers historically have settled these lawsuits, typically for
an average amount per case less than the minimum amount stated. Otherwise, PRI
has been dismissed from certain of these lawsuits by agreement or upon
application to the Court. Punitive damages have also been claimed in some cases.
Virtually all of the Pending J.H. France Claims and the Pending BMI Claims
(collectively the "Pending Premier Claims") discussed above, as well as all
costs of defense for such claims, are covered by insurance, including primary
and excess insurance coverage. The Pending J.H. France Claims and the Pending
BMI Claims are covered by insurance policies issued by different insurance
companies. The defense and indemnity of the Pending BMI Claims are being
prosecuted and covered by the insurance companies which issued the primary layer
of insurance coverage to BMI. The primary layer of insurance coverage issued to
J.H. France has been exhausted and the defense and indemnity of the Pending J.H.
France Claims are currently being prosecuted and covered by the insurance
companies which issued J.H. France's excess insurance coverage.
Based upon PRI's experience in obtaining dismissals or settlements in closed
cases, the Company anticipates, although no assurance can be given, that the
expected costs and liabilities of the Pending Premier Claims, subject to
immaterial aggregate retention limits not exceeding $130,000 applicable to J.H.
France's excess insurance coverage, will be covered by insurance and that the
aggregate limits of the insurance policies in effect exceed the liabilities and
defense costs which will be incurred in the Pending Premier Claims.
The Company and certain of its subsidiaries are defendants in other
lawsuits, certain of which lawsuits are insured claims arising in the ordinary
course of the operations of the Company and such subsidiaries, and none of which
lawsuits management believes will have a material adverse effect on the
operations, financial condition or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Alpine did not submit any matter to a vote of security holders during the
fourth quarter of the fiscal year ended April 30, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
(a) Market Information
Alpine's Common Stock, $0.10 par value (the "Alpine Common Stock"), has been
listed on the New York Stock Exchange (the "NYSE") under the symbol AGI since
October 11, 1996. Prior to that time, the Alpine Common Stock traded on the
American Stock Exchange. The following table sets forth the range
17
<PAGE>
of high and low daily closing sales prices for the Alpine Common Stock for the
last two fiscal years on the NYSE since October 11, 1996 and on the American
Stock Exchange prior to such date.
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal 1997
First Quarter..... $ 5 3/4 $ 4
Second Quarter.... 7 9/16 4 3/8
Third Quarter..... 8 3/4 6 1/2
Fourth Quarter.... 9 3/8 7 1/2
Fiscal 1998
First Quarter..... $12 11/16 $ 9 1/8
Second Quarter.... 15 5/16 11
Third Quarter..... 20 7/8 14 13/16
Fourth Quarter.... 21 3/4 18 3/16
</TABLE>
(b) Holders
The Company's transfer agent is American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005.
At July 24, 1998, 17,093,786 shares of Alpine Common Stock were issued and
outstanding, and there were approximately 6,000 record holders thereof.
(c) Dividends
Alpine has no recent history of paying cash dividends and does not currently
intend to declare cash dividends on the Alpine Common Stock in the foreseeable
future. Any payment of future cash dividends and the amounts thereof will be
dependent upon the Company's earnings, financial requirements and other factors,
including contractual obligations.
ITEM 6. SELECTED FINANCIAL DATA
HISTORICAL FINANCIAL DATA
Set forth below are certain selected historical consolidated financial data
of Alpine. This information should be read in conjunction with the Consolidated
Financial Statements of Alpine and related notes thereto appearing elsewhere
herein and "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations." The selected historical consolidated financial data
for, and as of the
18
<PAGE>
end of, each of the fiscal years in the five-year period ended April 30, 1998
are derived from the audited consolidated financial statements of Alpine.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 30, (1)
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................................ $ 68,510 $ 198,135 $ 524,113 $ 579,794 $ 919,079
Cost of goods sold................................... 56,250 169,125 453,785 477,791 741,232
---------- ---------- ---------- ---------- ----------
Gross profit....................................... 12,260 29,010 70,328 102,003 177,847
Selling, general and administrative expenses......... 12,168 20,487 35,148 40,833 80,602
Restructuring charge................................. -- -- -- -- 3,626
Amortization of goodwill............................. 2,292 1,527 2,658 3,054 4,743
---------- ---------- ---------- ---------- ----------
Operating income (loss)............................ (2,200) 6,996 32,522 58,116 88,876
Interest income...................................... 242 345 2,146 2,023 4,289
Interest (expense)................................... (2,363) (8,197) (27,795) (22,995) (31,516)
Gain on sale of subsidiary stock..................... -- -- -- 80,397 --
Other income (expense), net.......................... (506) 28 22 505 33
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations before
income tax expense and minority interest......... (4,827) (828) 6,895 118,046 61,682
Provision for income taxes........................... (68) (348) (1,676) (53,103) (24,673)
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations before
minority interest................................ (4,895) (1,176) 5,219 64,943 37,009
Minority interest in earnings of subsidiaries........ -- -- -- 8,097 20,262
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations........... (4,895) (1,176) 5,219 56,846 16,747
Loss from discontinued operations(2)................. (25,236) (4,868) (2,213) -- --
---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary item............ (30,131) (6,044) 3,006 56,846 16,747
Extraordinary (loss) on early extinguishment of
debt............................................... (47) -- (4,856) (20,126) (1,464)
---------- ---------- ---------- ---------- ----------
Net income (loss).............................. $ (30,178) $ (6,044) $ (1,850) $ 36,720 $ 15,283
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) PER SHARE OF COMMON STOCK:
BASIC
Income (loss) from continuing operations........... $ (0.38) $ (0.11) $ 0.23 $ 3.15 $ 0.99
(Loss) from discontinued operations................ (1.78) (0.27) (0.12) -- --
Extraordinary (loss) on early extinguishment of
debt............................................. -- -- (0.27) (1.12) (0.09)
Preferred stock redemption premium................. -- -- -- (0.29) --
---------- ---------- ---------- ---------- ----------
Net income (loss) per share of common stock........ $ (2.16) $ (0.38) $ (0.16) $ 1.73 $ 0.90
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
DILUTED
Income (loss) from continuing operations........... $ (0.38) $ (0.11) $ 0.23 $ 2.86 $ 0.89
(Loss) from discontinued operations................ (1.78) (0.27) (0.12) -- --
Extraordinary (loss) on early extinguishment of
debt............................................. -- -- (0.27) (1.01) (0.08)
Preferred stock redemption premium................. -- -- -- (0.26) --
---------- ---------- ---------- ---------- ----------
Net income (loss) per share of common stock........ $ (2.16) $ 0.38) $ (0.16) $ 1.59 $ 0.81
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 30, (1)
----------------------------------------------------------
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital...................................... $ 24,594 $ 7,080 $ 50,679 $ 134,967 $ 140,072
Total assets......................................... 113,796 233,778 354,904 588,224 786,860
Total debt........................................... 43,745 119,179 209,777 310,824 389,310
Preferred stock...................................... 6,177 17,250 11,758 1,927 427
Total stockholders' equity........................... 47,998 44,658 43,136 54,426 77,515
</TABLE>
- ------------------------
(1) Alpine's results of operations have been significantly impacted by
acquisitions. On November 11, 1993, Alpine acquired Superior for $60.8
million in a combination of cash and Alpine Common Stock. On December 21,
1994, Alpine acquired PRI for $10.7 million in a combination of cash, Alpine
8% Preferred Stock and PolyVision Corporation common stock. On May 11, 1995,
Superior completed the Alcatel Acquisition for $103.4 million in cash. On
April 15, 1997, Premier acquired Premier Europe for $101.1 million in cash.
On January 30, 1998, Alpine completed the American Premier Acquisition for
$134.9 million in a combination of cash and Premier common stock.
(2) In July 1995, Alpine completed the spin-off of its information display
segment, PolyVision Corporation, which consisted of Alpine PolyVision Inc.,
Posterloid Corporation and Information Display Technologies, Inc. The
results of operations for this segment have been reflected as (loss) from
discontinued operations for all the periods presented. (See Note 7 to
Alpine's Consolidated Financial Statements).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Alpine, through its subsidiaries, Superior TeleCom and Premier, operates in
three industry segments. Superior TeleCom, a 50.1% owned subsidiary, operates in
the following industry segments: (i) telecommunications copper wire and cable
products through its subsidiary, Superior, and (ii) data communications and
electronics products and systems for defense, governmental and commercial
applications through its subsidiary, DNE. Premier, the Company's 83.4% owned
subsidiary, provides refractory products and services for the iron and steel,
glass, aluminum, cement and co-generation industries. Premier includes the
operations of Premier North America and Premier Europe.
20
<PAGE>
RESULTS OF OPERATIONS
The following comparative table includes operating statement data for Alpine
on an industry segment basis. Such industry segment operating data is presented
on an historical reporting basis for the years ended April 30, 1996, 1997 and
1998.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 30,
-------------------------------
<S> <C> <C> <C>
1996 1997 1998
--------- --------- ---------
<CAPTION>
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net sales
Telecommunications wire and cable.................................................. $ 384.2 $ 442.5 $ 491.7
Data communications and electronics................................................ 26.2 21.3 24.9
Refractories....................................................................... 113.7 116.0 402.5
--------- --------- ---------
Combined net sales............................................................. 524.1 579.8 919.1
--------- --------- ---------
--------- --------- ---------
Gross profit
Telecommunications wire and cable.................................................. $ 39.6 $ 74.1 $ 91.7
Data communications and electronics................................................ 7.9 5.5 7.5
Refractories....................................................................... 22.8 22.4 78.6
--------- --------- ---------
Combined gross profit.......................................................... 70.3 102.0 177.8
--------- --------- ---------
--------- --------- ---------
Selling, general and administrative expenses
Telecommunications wire and cable.................................................. $ 8.3 $ 9.6 $ 12.6
Data communications and electronics................................................ 5.8 5.9 5.6
Refractories....................................................................... 15.0 15.6 51.0
Corporate.......................................................................... 6.0 9.7 11.4
--------- --------- ---------
Combined selling, general and administrative expense........................... 35.1 40.8 80.6
--------- --------- ---------
--------- --------- ---------
Amortization of goodwill
Telecommunications wire and cable.................................................. $ 1.5 $ 1.7 $ 1.7
Refractories....................................................................... 1.2 1.4 3.0
--------- --------- ---------
Combined amortization of goodwill.............................................. 2.7 3.1 4.7
--------- --------- ---------
--------- --------- ---------
Operating income
Telecommunications wire and cable.................................................. $ 29.9 $ 62.8 $ 77.4
Data communications and electronics................................................ 2.0 (0.4) 1.9
Refractories....................................................................... 6.6 5.4 24.6
Restructuring charge............................................................... -- -- (3.6)
Corporate.......................................................................... (6.0) (9.7) (11.4)
--------- --------- ---------
Combined operating income...................................................... 32.5 58.1 88.9
--------- --------- ---------
--------- --------- ---------
<CAPTION>
AS A PERCENTAGE OF NET SALES
-------------------------------
<S> <C> <C> <C>
Supplemental Data:
Gross margin:
Telecommunications wire and cable................................................ 10.3% 16.7% 18.6%
Data communications and electronics.............................................. 30.2 25.8 30.1
Refractories..................................................................... 20.1 19.3 19.5
Combined gross margin.......................................................... 13.4 17.6 19.3
Operating income margin:
Telecommunications wire and cable................................................ 7.8% 14.2% 15.7%
Data communications and electronics.............................................. 7.6 (1.9) 7.6
Refractories..................................................................... 5.8 4.7 5.2
Combined operating income margin............................................... 6.2 10.0 9.7
</TABLE>
21
<PAGE>
SUPPLEMENTAL DATA FOR THE TELECOMMUNICATIONS WIRE AND CABLE SEGMENT:
Copper is a significant raw material component of Superior's finished
products. Fluctuations in the price of copper affect per unit product pricing
and related revenues. However, the cost of copper has not had a material impact
on Superior's profitability due to contractually mandated copper-based price
adjustments contained in Superior's customer sales contracts. The Company
believes that the following supplemental comparative data, which is based upon a
constant copper cost of $1.00 per pound for the indicated periods, provides
additional meaningful information concerning Superior's sales and its gross
margin percentage.
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA
OPERATING DATA
-------------------------------
<S> <C> <C> <C>
FISCAL YEARS ENDED APRIL,
-------------------------------
<CAPTION>
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Net sales............................................................................ $ 350.4 $ 431.9 $ 484.9
Gross profit......................................................................... 39.6 74.1 91.8
Gross margin percentage.............................................................. 11.3% 17.1% 18.9%
</TABLE>
22
<PAGE>
SUPERIOR--RESULTS OF OPERATIONS
Superior has, achieved substantial growth in revenues and profitability over
the past three years. This growth reflects continued strong demand for copper
telecommunications wire and cable products from the RBOCs and major independent
telephone companies, and improving margins relative to product price increases
and product cost reductions.
In fiscal 1998, Superior's net sales were $491.7 million representing an
increase of $49.2 million, or 11.1%, as compared to fiscal 1997 net sales of
$442.5 million. Comparative fiscal 1997 net sales reflected a similar trend,
increasing by 15.2%, or $58.3 million, as compared to fiscal 1996. The
comparative increase in fiscal 1998 and fiscal 1997 net sales adjusted to a
constant copper cost of $1.00 per pound was 12.3% and 23.3%, respectively (see
"Supplemental Data" for Superior included elsewhere herein).
The increase in net sales in both fiscal 1998 and fiscal 1997 resulted from
a number of factors including: (1) the increased demand in recent years for
copper wire and cable products due to both the growth in new copper-based
telephone access lines and increased maintenance spending by several of
Superior's major telephone company customers; (2) an increase in Superior's
market share in both fiscal 1997 and fiscal 1998 resulting from new multi-year
supply agreements entered into during such periods; and (3) the impact of price
increases instituted during the latter half of fiscal 1996 on substantially all
of Superior's long-term supply agreements (which supply agreements constitute in
excess of 90% of Superior's net sales). To keep pace with the growth in demand
and increased market share, Superior has increased its annual production
capacity (measured in billions of conductor feet or "bcf") from approximately 80
bcf in early fiscal 1995 to more than 105 bcf at the end of fiscal year 1998.
Superior intends to further increase its bcf production capability in fiscal
1999 as required to meet additional anticipated product demand and market share
growth (see "Liquidity and Capital Resources" for discussion of fiscal 1999
capital expenditure initiatives).
Along with the increase in revenues in fiscal 1998 and fiscal 1997, Superior
also achieved substantial growth in gross profit and a significant increase in
its gross margin percentage during such fiscal periods. In fiscal 1998, gross
profit increased $17.6 million, or 23.8 %, to $91.7 million, as compared to
fiscal 1997 gross profit of $74.1 million. The comparative increase in gross
profit in fiscal 1997 was $34.5 million, or 87.1%, as compared to fiscal 1996.
The gross margin percentage for fiscal 1996, 1997 and 1998 based on (i) net
sales as reported and (ii) net sales adjusted to a constant copper price of
$1.00 per pound (see "Supplemental Data" for Superior) was as follows:
<TABLE>
<CAPTION>
GROSS MARGIN
PERCENTAGE
BASED ON:
------------------------
<S> <C> <C>
ADJUSTED
NET SALES NET SALES
----------- -----------
Fiscal 1996............................................................. 10.3% 11.3%
Fiscal 1997............................................................. 16.7% 17.1%
Fiscal 1998............................................................. 18.6% 18.9%
</TABLE>
Superior has generated sequentially improving gross margins for each fiscal
quarter during the past three fiscal years, beginning with the first quarter of
fiscal 1996 (which was the period in which the acquisition of the Alcatel
Business was completed). The increasing gross margin for the past three fiscal
years is attributable to a combination of factors, including: (i) the
aforementioned price increases instituted primarily during the latter half of
fiscal 1996 on substantially all of Superior's existing customer contract
business; (ii) higher market prices on new multi-year supply agreements entered
into in fiscal 1997 and fiscal 1998; (iii) manufacturing cost reductions
resulting from the integration of the Alcatel Business and from capital
expenditures and other cost reduction initiatives focused on production
efficiencies; and (iv) improved cost absorption resulting from higher production
volume.
Selling, general and administrative expenses ("SG&A expenses") increased
from $8.3 million in fiscal 1996 to $9.6 million in fiscal 1997 and to $12.6
million in fiscal 1998. The increase in SG&A expenses in
23
<PAGE>
fiscal 1997 and fiscal 1998 was attributable to (i) costs associated with
incremental sales and marketing staff to support the increased level of sales
activity; (ii) expansion of administrative activities, particularly in the area
of information systems, to support the level of growth and the integration of
the Alcatel Business operations; and (iii) in fiscal 1997 and 1998, the
expansion of product development activities, including the establishment and
staffing of a product development facility in the fourth quarter of fiscal 1997.
Commensurate with the growth in net sales and gross profit, Superior's
operating income increased substantially in both fiscal 1998 and fiscal 1997.
Operating income in fiscal 1998 was $77.4 million, representing an increase of
23.2%, as compared to fiscal 1997 operating income of $62.8 million. The
comparative growth in fiscal 1997 operating income was $32.9 million, or 110.0%,
as compared to fiscal 1996. During this same period, operating income as a
percentage of net sales increased from 7.8% in fiscal 1996 to 14.2% and 15.7% in
fiscal 1997 and fiscal 1998, respectively.
DNE--RESULTS OF OPERATIONS
During fiscal 1998, DNE experienced significant shipments under its first
major commercial multiplexer project, along with an improvement in
government-related revenues, offset by a decline in contract manufacturing
activities. As a result, DNE's comparative net sales increased $3.6 million in
fiscal 1998 and operating income increased from a loss of $0.4 million in fiscal
1997 to operating income of $1.9 million in fiscal 1998. In fiscal 1997, DNE's
comparative net sales declined by 18.7% as compared to fiscal 1996 primarily as
a result of a slowdown in government purchases of DNE's military and electronic
products. Along with the decline in DNE's fiscal 1997 net sales, operating
income also decreased from $2.0 million in fiscal 1996 to an operating loss of
$0.4 million in fiscal 1997.
PREMIER--RESULTS OF OPERATIONS
Premier's net sales were $402.5 million for fiscal 1998, representing an
increase of $286.5 million, or 247.0%, as compared to fiscal 1997 net sales. The
increase in net sales resulted primarily from (i) the inclusion of a full year's
operating results of Premier Europe, which contributed $242.8 million in net
sales for fiscal 1998, as compared to a contribution of $8.4 million for the
period April 15, 1997 (the date of the Premier Europe Acquisition) to April 30,
1998 and (ii) the inclusion of the operating results of APHI, which contributed
$50.1 million in net sales from January 30, 1998 (the date of the American
Premier Acquisition). Excluding the impact of the above noted acquisitions,
comparative revenues from Premier North America increased by 2.0% to $109.6
million in fiscal 1998 as a result of higher revenues at Premier's coke oven
construction services division, Furnco, which experienced an increase in coke
oven relining projects at several major U.S. steel companies, offset by lower
revenues at Premier's specialty refractory block products division, which serves
the glass industry which has been depressed for most of fiscal 1998.
Premier's fiscal 1997 net sales were $116.0 million, representing an
increase of $2.3 million, or 2.0%, as compared to fiscal 1996 net sales of
$113.7 million. The increase in net sales resulted primarily from the
contribution of $8.4 million in net sales from Premier Europe. Net sales of
Premier North America declined by $6.1 million, or 5.4%, to $107.6 million in
fiscal 1997, as compared to $113.7 million in fiscal 1996. The decline in net
sales in fiscal 1997 of Premier North America resulted primarily from a slowdown
in activities during the second half of fiscal 1997 throughout its operations.
In particular, Furnco and the specialty refractory block products division
experienced a decline in net sales in the second half of fiscal 1997. A further
factor contributing to the fiscal 1997 decline in net sales was a continuing
strike at one of the Company's customer's facilities.
Premier's gross profit for fiscal 1998 was $78.6 million, representing an
increase of $56.2 million, or 250.9%, as compared to $22.4 million in gross
profit in fiscal 1997. The fiscal 1998 gross margin was 19.5%, as compared to a
gross margin of 19.3% in fiscal 1997. The increase in gross profit resulted
primarily from (i) the contribution of $44.0 million in gross profit from
Premier Europe in fiscal 1998, as compared to $1.3 million in gross profit
contributed in fiscal 1997 and (ii) an incremental $15.0 million contribution in
Premier North America's gross profit resulting from the American Premier
Acquisition. The increase in
24
<PAGE>
the combined gross profit percentage resulted primarily from higher margins
achieved by Premier North America due mostly to the increased contribution of
higher margin revenues from Premier's construction services division.
Premier's gross profit for fiscal 1997 was $22.4 million, representing a
decrease of $0.4 million, or 1.8%, as compared to gross profit of $22.8 million
in fiscal 1996. The fiscal 1997 gross margin was 19.3%, as compared to a gross
margin of 20.1% in fiscal 1996. After adjusting gross profit and gross margin to
eliminate the impact of the Premier Europe Acquisition, gross profit and gross
margin in fiscal 1997 were $21.1 million and 19.6%, respectively. The
comparative decrease in the fiscal 1997 gross margin resulted primarily from the
reduction in higher margin revenues contributed by Furnco.
Premier's SG&A expenses for fiscal 1998 were $51.0 million, representing an
increase of $35.4 million, or 226.9%, as compared to $15.6 million in fiscal
1997. The increase in SG&A expenses resulted primarily from the inclusion in
fiscal 1998 of Premier Europe's operations and the operations associated with
the American Premier Acquisition.
Premier's SG&A expenses for fiscal 1997 were $15.6 million, representing an
increase of $0.6 million, or 4.0%, as compared to fiscal 1996 SG&A expenses of
$15.0 million. After eliminating the increase resulting from the Premier Europe
Acquisition, SG&A expenses decreased by $0.5 million, or 3.3%, to $14.5 million
in fiscal 1997. The decrease in SG&A expenses resulted principally from savings
achieved from the consolidation of corporate facilities and functions and the
elimination of expense associated with lower production and sales levels.
Premier's operating income for fiscal 1998 was $24.6 million, representing
an increase of $19.3 million, or 357.4%, as compared to $5.4 million in fiscal
1997. The increase in operating income resulted primarily from (i) the inclusion
of the full year's operating results of Premier Europe, which contributed $18.0
million in operating income in fiscal 1998, as compared to $0.2 million in
operating income contributed in fiscal 1997 and (ii) the inclusion of the
operations of APHI in the last quarter of fiscal 1998, which contributed $4.5
million in operating income for such period.
Premier's operating income for fiscal 1997 was $5.4 million, representing a
decrease of $1.2 million, or 18.2%, as compared to operating income of $6.6
million in fiscal 1996. After eliminating the effect of the Premier Europe
acquisition, fiscal 1997 operating income was $5.3 million, representing a
decrease of $1.3 million, or 19.7%, as compared to fiscal 1996. The decrease in
operating income resulted primarily from the reduction in net sales and gross
margin in fiscal 1997, offset somewhat by lower SG&A expenses.
CONSOLIDATED RESULTS OF OPERATIONS
The growth in net sales of the Company's telecommunications wire and cable
segment and the acquisitions of Premier Europe and APHI in the refractories
segment resulted in fiscal 1998 comparative consolidated net sales increasing by
58.5% to $919.1 million. In fiscal 1997, net sales of $579.8 million reflected
an increase of $55.7 million, or 10.6%, as compared to fiscal 1996 net sales,
which increase was primarily attributable to the growth in sales of
telecommunications wire and cable products.
The increase in net sales, along with an associated increase in the
telecommunications wire and cable segment's gross margin percentage, gave rise
to a consolidated comparative increase in gross profit of $75.8 million, or
74.3%, in fiscal 1998 and $31.7 million, or 45.1%, in fiscal 1997 (as compared
to fiscal 1996).
Consolidated SG&A expenses in fiscal 1998 were $80.6 million, reflecting an
increase of $39.8 million, or 97.5%, as compared to fiscal 1997. The increase in
consolidated SG&A expenses resulted primarily from the effects in fiscal 1998 of
the Premier Europe Acquisition on April 15, 1997 and the American Premier
Acquisition on January 30, 1998. In fiscal 1997, SG&A expenses increased by $5.7
million, or 16.2%, as compared to fiscal 1996. The major components of this
increase included $3.0 million in higher SG&A expenses in the telecommunications
wire and cable segment (discussed separately herein) and a $2.7 million increase
in corporate expenses reflecting primarily (i) incremental separate public
company
25
<PAGE>
related expenses incurred by Superior TeleCom since the completion of the
Offering, and (ii) an increase in variable based accounting charges for certain
stock and performance option grants.
In connection with the American Premier Acquisition, the Company recorded a
non-recurring restructuring charge of $3.6 million. The charge related to the
costs to be incurred at the Company's existing refractories facilities in
connection with the consolidation of duplicative manufacturing capacity and
administrative functions.
As a result of the increase in consolidated net sales and gross margin,
offset by the aforementioned restructuring charge, operating income increased in
fiscal 1998 by $30.8 million, or 53.0%, as compared to fiscal 1997. The increase
in operating income in fiscal 1997, as compared to fiscal 1996, was $25.6
million, or 78.8%, which increase was also attributable to the fiscal 1997
increase in net sales and gross margin.
Consolidated interest expense in fiscal 1998 of $31.5 million represented an
increase of $8.5 million, or 37.0%, as compared to fiscal 1997 consolidated
interest expense of $23.0 million. The increase in consolidated interest expense
was due primarily to interest cost associated with debt incurred and assumed in
both the Premier Europe Acquisition and the American Premier Acquisition.
Consolidated interest expense in fiscal 1997 of $23.0 million represented a
decrease of $4.8 million, as compared to fiscal 1996 interest expense of $27.8
million. The decrease in consolidated interest expense reflected primarily the
reduction in borrowing costs resulting from the Reorganization and associated
refinancing of a substantial portion of the Company's outstanding debt at lower
effective interest rates (see Notes 5 and 10 to the accompanying Consolidated
Financial Statements).
In October 1996, the Company completed the sale of 49.9% of the outstanding
shares of Superior TeleCom (see Note 5 to Alpine's Consolidated Financial
Statements). Net cash proceeds from the sale amounted to approximately $101.6
million and resulted in a pre-tax gain of $80.4 million, which was recorded as
non-operating income. Current and deferred income tax expense related to this
transaction of $39.0 million has been included in the Company's provision for
income taxes. Thus, on an after tax basis, the net gain on sale of subsidiary
stock in fiscal 1997 amounted to $41.4 million, or $2.09 per diluted share.
In fiscal 1998, the provision for income tax expense was $24.7 million,
representing an effective tax rate of 40.0%. This compares with fiscal 1997
income tax expense of $53.1 million, representing an effective tax rate of 45%.
Included in the fiscal 1997 income tax provision was $39.0 million related to
the gain on sale of subsidiary stock. Excluding income taxes associated with
such gain, the fiscal 1997 effective tax rate would have been 37.5%. The lower
effective tax rate in fiscal 1997 was due to the impact of certain Federal and
state tax net operating loss carryforwards.
The minority interest charge of $20.3 million in fiscal 1998 represented the
49.9% minority stockholders' interest in Superior TeleCom's net income for
fiscal 1998 and the 16.6% minority stockholders' interest in Premier's net
income from January 30, 1998 through April 30, 1998 (see Note 6 to Alpine's
Consolidated Financial Statements). The minority interest charge of $8.1 million
in fiscal 1997 represented the 49.9% minority stockholders' interest in Superior
TeleCom's net income from October 17, 1996 (the date of the Offering) through
the end of fiscal 1997.
Fiscal 1998 net income from continuing operations was $16.7 million ($0.89
per diluted share), as compared to $15.4 million ($0.80 per diluted share) in
fiscal 1997 (excluding the after tax gain on sale of subsidiary stock of $2.09
per diluted share in fiscal 1997). Fiscal 1996 net income was $5.2 million
($0.23 per diluted share). The comparative increase in net income for fiscal
1998 was due to the significant increase in operating income, offset by higher
interest expense resulting from acquisition debt incurred, increased minority
interest in earnings of subsidiaries and higher incremental tax rates.
DISCONTINUED OPERATIONS
The loss from discontinued operations recorded in fiscal 1996 related to the
dividend distribution of a substantial portion of the Company's common equity
ownership in PolyVision Corporation. As a result of the distribution, the
operations of PolyVision Corporation were reported as discontinued operations.
26
<PAGE>
EXTRAORDINARY ITEM
In fiscal 1998, the Company incurred an after tax extraordinary loss of $1.5
million on the early extinguishment of debt as compared with $20.1 million in
fiscal 1997 and $4.9 million in fiscal 1996. The extraordinary losses related to
the refinancing or redemption of debt. (See Note 10 to Alpine's Consolidated
Financial Statements).
LIQUIDITY AND CAPITAL RESOURCES
For the twelve months ended April 30, 1998, the Company generated $66.3
million in cash flow from operating activities, consisting of $61.0 million in
cash flow generated from operations (net income plus non-cash charges) and $5.3
million in cash flow generated from working capital changes. Cash used for
investing activities amounted to $123.2 million, which included $21.4 million in
capital expenditures (net of asset sales) and $101.8 million used in the
American Premier Acquisition (see Note 6 to Alpine's Consolidated Financial
Statements). Cash provided by financing activities amounted to $53.1 million,
the major components of which consisted of $125.7 million in long-term
borrowings, offset by $33.2 million in repayments of the revolving credit
facilities, $21.9 million in repayments of long-term borrowings, $4.4 million in
debt issuance costs and $14.8 million for the repurchase of Company treasury
shares.
At April 30, 1998, the Company's consolidated long-term debt was $389.3
million, with the components of such debt, on an entity basis, consisting of the
following (in millions):
<TABLE>
<S> <C>
Long-term debt obligation of:
Premier and subsidiaries.......................................... $ 292.2
Superior TeleCom and subsidiaries................................. 75.0
Alpine corporate.................................................. 22.1
---------
$ 389.3
---------
---------
</TABLE>
The Company, on a consolidated basis, had $33.5 million in cash, cash
equivalents and marketable securities at April 30, 1998. Of such amount, $2.2
million was maintained by Premier and subsidiaries, $9.9 million by Superior
TeleCom and subsidiaries, and $21.4 million at the Alpine corporate level.
As of April 30, 1998, Superior TeleCom had approximately $80.6 million in
excess funds availability under its revolving credit facility. Over the next 12
months, Superior TeleCom has no material principal debt service commitments.
However, on May 5, 1998 Superior completed the acquisition of 51% of the
outstanding shares of common stock of Cables of Zion for approximately $24
million in cash. Additionally, Superior TeleCom expects to invest approximately
$18-$23 million in capital expenditures over the next 12 month period. The
acquisition and the capital expenditures will be funded by borrowings under
Superior TeleCom's Credit Facility and cash generated from operations. Superior
TeleCom has typically generated substantial operating cash flows. During fiscal
1998, Superior TeleCom generated $69.6 million in cash flows from operating
activities which is significantly greater than amounts needed to meet the
aforementioned commitments. Further, management anticipates that Superior
TeleCom will continue to generate more than adequate cash flows from operating
activities to meet its annual commitments. However, should any shortfall arise
due to working capital fluctuations or other factors, funds available under the
revolving credit facility should be sufficient to cover such shortfall.
On January 30, 1998, Premier completed the American Premier Acquisition for
a total consideration of $134.9 million, consisting of a cash payment of $31.7
million to APHI's stockholders, the issuance of 16.6% of the common stock of
Premier and the refinancing of $68.4 million of indebtedness. In connection with
the acquisition, Premier entered into an Amended and Restated Credit Agreement
(the "Premier Credit Agreement") aggregating $260.0 million in borrowing
availability. Included in the Premier Credit Agreement is a $50.0 million
revolving credit arrangement of which $14.9 million was drawn at April 30, 1998.
As of April 30, 1998, Premier had $35.1 million in excess funds availability
under its revolving credit facility and an additional $2.2 million in cash and
cash equivalents. Premier's principal debt service
27
<PAGE>
commitments for the next 12 months amount to $8.3 million and capital
expenditures over the next 12 months are expected to approximate $15 to $17
million. The Company anticipates that Premier will generate sufficient cash
flows from its operating activities to meet its annual principal debt service
and capital expenditures commitments. However, should any shortfall arise due to
working capital fluctuations or other factors, funds available under the
revolving credit facility should be sufficient to cover such shortfall.
Alpine holds, in addition to corporate cash, cash equivalents and marketable
securities, approximately 8.1 million common shares (representing 50.1% common
share ownership) of Superior TeleCom (NYSE:SUT) which, based on the closing
price on July 24, 1998, had a market value of approximately $302.0 million and a
consolidated carrying value as recorded by the Company (net of minority
interest) of approximately $41.4 million. Superior TeleCom common stock owned by
Alpine with a market value of approximately $70.0 million is pledged as
collateral to secure certain debt of Alpine and Premier.
The Superior TeleCom and Premier credit arrangements include restrictions
and/or limitations on dividends or other payments made by such subsidiaries to
Alpine. For the next 12 month period, Alpine expects to fund its corporate
activities (which includes approximately $7.0-8.0 million in estimated cash
corporate overhead expenses and $2.0 million in cash interest expense) from
allowable management fees payable by its subsidiaries to Alpine, cash dividends
received from Superior Telecom and from interest income, with any shortfall
funded from Alpine's existing corporate cash, cash equivalents and marketable
securities reserves.
YEAR 2000
During fiscal 1998 and 1997, the Company established project teams
responsible for identifying and resolving Year 2000 issues. These efforts
include identification and review of internal operating systems and
applications, and customer projects and services, as well as discussions with
information providers and other key suppliers to the business. Remediation costs
for problems identified thus far are not expected to be material to the
Company's consolidated financial position, liquidity or results of operations.
The Company has established a timetable for resolving Year 2000 issues so as not
to interrupt ongoing operations.
- ------------------------
EXCEPT FOR THE HISTORICAL INFORMATION HEREIN, THE MATTERS DISCUSSED IN THIS
ANNUAL REPORT ON FORM 10-K INCLUDE FORWARD-LOOKING STATEMENTS THAT MAY INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY SIGNIFICANTLY BASED
ON A NUMBER OF FACTORS, INCLUDING, BUT NOT LIMITED TO, RISKS IN PRODUCT AND
TECHNOLOGY DEVELOPMENT, MARKET ACCEPTANCE OF NEW PRODUCTS AND CONTINUING PRODUCT
DEMAND, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, CHANGING ECONOMIC
CONDITIONS, INCLUDING CHANGES IN SHORT-TERM INTEREST RATES AND FOREIGN EXCHANGE
RATES AND OTHER RISK FACTORS DETAILED IN THE COMPANY'S MOST RECENT FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Alpine's Consolidated Financial Statements at April 30, 1997 and 1998 and
for each of the three years in the period ended April 30, 1998 and the report of
the independent accountants thereon and financial statement schedules required
under Regulation S-X are submitted herein as a separate section following Item
14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
28
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this Item is incorporated herein by reference to
Alpine's definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of the
fiscal year covered by this report ("Alpine's Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to
Alpine's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to
Alpine's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to
Alpine's Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1), (a)(2) See the separate section of this report following Item 14 for
a list of financial statements and schedules filed herewith.
(a)(3) Exhibits as required by Item 601 of Regulation S-K are listed in Item
14(c) below.
(b) The Company filed one Current Report on Form 8-K with respect to Item 2
during the fourth quarter of fiscal 1998. The report, dated January 30, 1998 and
filed February 14, 1998, reported the American Premier Acquisition and related
financing. On April 14, 1998, the Company filed Amendment No. 1 to the foregoing
Current Report on Form 8-K with respect to Items 5 and 7, which (i) reported
that the Company had filed charter amendments changing the names of certain of
its subsidiaries and (ii) included financial statements of the business acquired
in the American Premier Acquisition and unaudited pro forma condensed combined
financial statements of the Company.
ITEM 14(C) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
2(a) Asset Purchase Agreement, dated as of March 17, 1995 by and among Alcatel NA Cable Systems, Inc.,
Alcatel Canada Wire, Inc. Superior Cable Corporation and Superior TeleTec Inc. (the "Alcatel
Acquisition Agreement") (incorporated herein by reference to Exhibit 1 to the Current Report on Form
8-K of Alpine dated May 24, 1995)
2(b) Amendment dated May 11, 1995 to Asset Purchase Agreement by and among Alcatel NA Cable Systems, Inc.,
Alcatel Canada Wire, Inc., Superior Cable Corporation and Superior TeleTec Inc. (incorporated herein by
reference to Exhibit 2 to the Current Report on Form 8-K of Alpine dated May 24, 1995)
2(c) Agreement Regarding Certain Employee Benefit Plans, amending the Alcatel Acquisition Agreement, dated
June 10, 1996 (incorporated herein by reference to Exhibit 2(b) to the Annual Report on Form 10-K of
Alpine for the year ended April 30, 1996 (the "1996 10-K")
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
2(d) Agreement and Plan of Merger, dated as of December 21, 1994, as amended, by and among Information
Display Technology, Inc., IDT PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The
Alpine Group, Inc., Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated herein by
reference to Exhibit 2 to Amendment No. 1 to Alpine's Statement on Schedule 13D relating to its
beneficial ownership of equity securities of Information Display Technology, Inc. dated December 28,
1994)
2(e) Amendment to the Agreement and Plan of Merger, dated as of December 21, 1994, by and among Information
Display Technology, Inc., IDT PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The
Alpine Group, Inc., Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated herein by
reference to Exhibit 1 to Amendment No. 2 to Alpine's Statement on Schedule 13D relating to its
beneficial ownership of equity securities of Information Display Technology Inc. dated May 5, 1995)
2(f) Amended and Restated Stock Purchase Agreement, dated as of October 11, 1994, by and among The Alpine
Group, Inc. and certain stockholders of Adience, Inc. ("Adience") as listed therein, as amended
(incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated
January 5, 1995)
2(g) Share Purchase Agreement, dated April 15, 1997, between Hepworth R. and M. Holdings Limited, Hepworth
P.L.C., Refraco Holdings Limited and Alpine (incorporated herein by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated April 15, 1997 (the "April 1997 8-K")
2(h) Agreement and Plan of Merger, dated as of January 18, 1998, among The Alpine Group, Inc., Refraco Inc.,
American Premier Holdings, Inc. and the stockholders of American Premier Holdings, Inc. listed therein
(incorporated herein by reference to Exhibit 1 to the Current Report on Form 8-K of Alpine dated
January 30, 1998 (the "January 1998 8-K")
2(i) Share Purchase Agreement, dated as of May 5, 1998, among CLAL Industries and Investments Ltd., ISAL
Holland B.V. and Halachoh Hane'eman Hashivim Veshmona Ltd. (incorporated herein by reference to Exhibit
1 to the Current Report on Form 8-K of the Company dated May 5, 1998)
3(a) Certificate of Incorporation of Alpine (incorporated herein by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of Alpine for the year ended April 30, 1995 (the "1995 10-K")
3(b) Amendment to the Certificate of Incorporation of Alpine (incorporated herein by reference to Exhibit
3(aa) of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No.
33-53434) of Alpine, as filed with the Commission on May 12, 1993)
3(c) Certificate of the Powers, Designations, Preferences and Rights of the 9% Cumulative Convertible
Preferred Stock of Alpine (incorporated herein by reference to Exhibit 1 to the Quarterly Report on
Form 10-Q of Alpine for the quarter ended January 31, 1989)
3(d) Certificate of the Powers, Designations, Preferences and Rights of the 9% Cumulative Convertible Senior
Preferred Stock of Alpine (incorporated herein by reference to Exhibit 3(c) to the Annual Report on
Form 10-K of Alpine for the fiscal year ended April 30, 1992 ("1992 10-K")
3(e) Certificate of the Powers, Designations, Preferences and Rights of the 8.5% Cumulative Convertible
Senior Preferred Stock of Alpine (incorporated herein by reference to Exhibit 3(e) to the Annual Report
on Form 10-K of Alpine for the fiscal year ended April 30, 1994)
3(f) Certificate of the Powers, Designations, Preferences and Rights of the 8% Cumulative Convertible Senior
Preferred Stock of the Company (incorporated herein by reference to Exhibit 3(f) to the 1995 10-K)
3(g) By-laws of Alpine (incorporated herein by reference to Exhibit 3(g) to the 1995 10-K)
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
4(a) Indenture, dated as of July 15, 1995, by and among Alpine, Adience, Superior Telecommunications Inc.,
Superior Cable Corporation and Marine Midland Bank ("Marine Midland"), as trustee (incorporated herein
by reference to Exhibit 10(ee) to the 1995 10-K)
4(b) Supplemental Indenture to the above Indenture, dated as of October 2, 1996, among Alpine, Superior,
Adience, Superior Cable Corporation and Marine Midland, as trustee (incorporated herein by reference to
Exhibit 4(b) to the Annual Report on Form 10-K of Alpine for the year ended April 30, 1997 (the "1997
10-K")
4(c) Second Supplemental Indenture to the above Indenture, dated as of January 31, 1997, among Alpine,
Superior, Adience, Superior Cable Corporation and Marine Midland, as trustee (incorporated herein by
reference to Exhibit 4(c) to the 1997 10-K)
4(d) Pledge Agreement, dated as of July 21, 1995, by and between Alpine and Marine Midland (incorporated
herein by reference to Exhibit 10(ff) to the 1995 10-K)
4(e) Amendment, dated as of October 2, 1996, between Alpine and Marine Midland, as trustee, to the above
Pledge Agreement (incorporated herein by reference to Exhibit 4(e) to the 1997 10-K)
4(f) Amendment No. 2, dated as of January 27, 1997, between Alpine and Marine Midland, as trustee, to the
above Pledge Agreement (incorporated herein by reference to Exhibit 4(f) to the 1997 10-K)
4(g) Indenture, dated as of June 30, 1993, between Adience, Inc. ("Adience") and IBJ Schroder Bank & Trust
Company ("IBJ"), as trustee (incorporated herein by reference to Registration Statement No. 33-72024 of
Adience, Inc.) 4(h) Supplemental Indenture, dated as of July 21, 1995, to Indenture by and between
Adience and IBJ dated as of June 30, 1993 (incorporated herein by reference to Exhibit 10(cc) to the
1995 10-K)
10(a) Amended and Restated 1984 Restricted Stock Plan of Alpine (incorporated herein by reference to Exhibit
10.5 to Form S-4 (Registration No. 33-9978) of Alpine, as filed with the Commission on October 5, 1993
(the "S-4 Registration Statement") (incorporated herein by reference to Exhibit 4(f) to the 1997 10-K)
10(b) Amended and Restated 1987 Long Term Equity Incentive Plan of Alpine (incorporated herein by reference
to Exhibit 10.4 to the S-4 Registration Statement) 10(e) Agreement and Plan of Merger by and between
Alpine and Superior TeleTec Inc., dated as of June 17, 1993 and amended on September 24, 1993
(incorporated herein by reference to Exhibit 2 to the S-4 Registration Statement)
10(j) Lease Agreement by and between ALP(TX) QRS 11-28, Inc., and Superior TeleTec Transmission Products,
Inc., dated as of December 16, 1993 (incorporated herein by reference to Exhibit (i) to the Quarterly
Report on Form 10-Q of Alpine for the Quarter ended January 31, 1994)
10(k) First Amendment to Lease Agreement, dated as of May 10, 1995, by and between ALP (TX) QRS 11-28, Inc.
and Superior TeleTec Inc. (incorporated herein by reference to Exhibit 10(o) to the 1995 10-K)
10(l) Second Amendment to Lease Agreement, dated as of July 21, 1995, by and between ALP(TX) QRS 11-28, Inc.
and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(x) to the 1995
10-K)
10(m) Third Amendment to Lease Agreement, dated as of October 2, 1996, by and between ALP(TX) QRWS 11-28,
Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10.12 to the
Registration Statement on Form S-1 (Registration No. 333-09933) of Superior TeleCom, as filed with the
Commission on August 9, 1996, as amended (the "TeleCom S-1")
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10(n) First Amendment dated as of October 2, 1996, to Guaranty and Surety Agreement among the Company, Alpine
and ALP (TX) QRS 11-28, Inc. (incorporated herein by reference to Exhibit 10.12 to the S-1)
10(r) Letter Agreement, dated May 24, 1995, by and between Alpine and PolyVision Corporation ("PolyVision")
relating to $5,000,000 credit commitment (incorporated herein by reference to Exhibit 10(m) to 1995
10-K)
10(t) Employment Agreement, dated as of April 26, 1996, by and between Alpine and Steven S. Elbaum
(incorporated herein by reference to Exhibit 10(q) to the 1996 10-K)
10(u) Employment Agreement, dated as of April 26, 1996, by and between Alpine and Stewart H. Wahrsager
(incorporated herein by reference to Exhibit 10(r) to the 1996 10-K)
10(v) Employment Agreement, dated as of April 26, 1996, by and between Alpine and Bragi F. Schut
(incorporated herein by reference to Exhibit 10(s) to the 1996 10-K)
10(w) Employment Agreement, dated as of April 26, 1996, by and between Alpine and Stephen M. Johnson
(incorporated herein by reference to Exhibit 10(t) to the 1996 10-K)
10(x) Employment Agreement, dated as of April 26, 1996, by and between Alpine and David S. Aldridge
(incorporated herein by reference to Exhibit 10(u) to the 1996 10-K)
10(y) Employment Agreement, dated as of April 26, 1996, between Superior and Justin F. Deedy, Jr.
(incorporated herein by reference to Exhibit 10.3 to the TeleCom S-1)
10(z) Employment Agreement, dated as of October 17, 1996, between TeleCom and Steven S. Elbaum (incorporated
herein by reference to Exhibit 10(14) to the Quarterly Report: on Form 10-Q of Superior TeleCom, Inc.
for the Quarter ended January 31, 1997)
10(aa) Alpine Pledge Agreement, dated as of April 15, 1997, made by Alpine in favor of Bankers Trust Company,
as Collateral Agent for the benefit of the Secured Creditors (as defined therein) (incorporated herein
by reference to Exhibit 4 to Amendment No. 1 to Alpine's Current Report on Form 8-K/A dated June 27,
1997 (the "June 1997 8-K/A").
10(bb) First Amendment, dated as of June 11, 1997, to the Alpine Pledge Agreement (incorporated herein by
reference to Exhibit 5 to the June 1997 8-K/A).
10(cc) Guaranty, dated as of April 15, 1997, made by Alpine for the benefit of the Secured Creditors (as
defined therein) (incorporated herein by reference to Exhibit 6 to the June 1997 8- K/A).
10(dd) First Amendment, dated as of June 11, 1997, to the Guaranty (incorporated herein by reference to
Exhibit 7 to the June 1997 8-K/A).
10(ee) Amended and Restated Credit Agreement, dated as of January 30, 1998, among Refraco Inc., Adience, Inc.,
Refraco Holdings Limited, Refraco (U.K.) Limited, various banks and Bankers Trust Company, as
Administrative Agent (incorporated herein by reference to Exhibit 2 to the January 1998 8-K).
10(ff) First Amendment, dated as of June 11, 1997, to the Credit Agreement (incorporated herein by reference
to Exhibit 8 to the June 1997 8-K/A).
10(gg) Second Amendment, dated as of June 12, 1997, to the Credit Agreement (incorporated herein by reference
to Exhibit 9 to the June 1997 8-K/A).
10(hh) Term Loan Agreement, dated as of April 15, 1997, among Refraco Inc., various banks, and Bankers Trust
Company, as Administrative Agent (incorporated herein by reference to Exhibit 3 to the April 1997 8-K).
10(ii) First Amendment, dated as of June 11, 1997, to the Term Loan Agreement (incorporated herein by
reference to Exhibit 10 to the 1997 8-K/A).
10(jj) Second Amendment, dated as of June 12, 1997, to the Term Loan Agreement (incorporated herein by
reference to Exhibit 11 to the June 1997 8-K/A).
10(kk) Third Amendment, dated as of January 30, 1998, to the Term Loan Agreement (incorporated herein by
reference to Exhibit 3 to the January 1998 10-K)
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------------
<S> <C>
10(ll) Letter Agreement between the Company and Superior TeleCom, dated October 8, 1996, relating to a capital
contribution by the Company to Superior TeleCom (incorporated herein by reference to Exhibit 10.2 to
the TeleCom S-1)
10(mm) Letter Agreement between the Company and Superior TeleCom, dated October 2, 1996, relating to tax
indemnification (incorporated herein by reference to Exhibit 10.5 to the TeleCom S-1)
10(nn) Tax Allocation Agreement among the Company, Superior TeleCom, and its subsidiaries, dated as of October
2, 1996 (incorporated herein by reference to Exhibit 10.9 to the TeleCom S-1)
10(oo) Exchange Agreement between the Company and Superior TeleCom, dated October 2, 1996 (incorporated herein
by reference to Exhibit 10.10 to the TeleCom S-1)
10(pp) Services Agreement, dated October 2, 1996, between the Company and Superior TeleCom (incorporated
herein by reference to Exhibit 10.4 to the TeleCom S-1)
10(qq) Amendment No. 1, dated as of May 1, 1997, to the Services Agreement (incorporated herein by reference
to Exhibit 10(pp) to the 1997 10-K)
10(rr) Revolving Credit Agreement among Superior TeleCom, each domestic subsidiary of Superior TeleCom,
certain lending institutions and Bankers Trust Company, dated as of October 2, 1996 (incorporated
herein by reference to Exhibit 10.6 to the TeleCom S-1)
10(ss) Registration Rights Agreement, dated October 2, 1996, between the Company and Superior TeleCom
(incorporated herein by reference to Exhibit 10.11 to the TeleCom S-1)
10(tt) 1997 Stock Option Plan (incorporated herein by reference to Exhibit 10(tt) to the 1997 10-K)
10(uu)* Amendment No. 2, dated as of May 1, 1998, to the Services Agreement
21* List of Subsidiaries
23(a)* Consent of Arthur Andersen LLP
27* Financial Data Schedule
</TABLE>
- ------------------------
* filed herewith
33
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
Dated: July 28, 1998
THE ALPINE GROUP, INC.
BY: /S/ STEVEN S. ELBAUM
-----------------------------------------
Steven S. Elbaum
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board and
/s/ STEVEN S. ELBAUM Chief Executive Officer
- ------------------------------ (principal executive July 28, 1998
Steven S. Elbaum officer)
Chief Financial Officer and
/s/ DAVID S. ALDRIDGE Treasurer (principal
- ------------------------------ financial and accounting July 28, 1998
David S. Aldridge officer)
/s/ KENNETH G. BYERS, JR. Director
- ------------------------------ July 28, 1998
Kenneth G. Byers, Jr.
/s/ RANDOLPH HARRISON Director
- ------------------------------ July 28, 1998
Randolph Harrison
/s/ JOHN C. JANSING Director
- ------------------------------ July 28, 1998
John C. Jansing
/s/ ERNEST C. JANSON, JR. Director
- ------------------------------ July 28, 1998
Ernest C. Janson, Jr.
/s/ JAMES R. KANELY Director
- ------------------------------ July 28, 1998
James R. Kanely
/s/ BRAGI F. SCHUT Director
- ------------------------------ July 28, 1998
Bragi F. Schut
<PAGE>
INDEX TO FINANCIAL STATEMENTS
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
<TABLE>
<S> <C>
Report of independent public accountants...................................... F-2
Consolidated balance sheets at April 30, 1997 and 1998........................ F-3
Consolidated statements of operations for the years ended April 30, 1996,
1997 and 1998............................................................... F-4
Consolidated statements of stockholders' equity for the years ended April 30,
1996,
1997 and 1998............................................................... F-5 -- F-7
Consolidated statements of cash flows for the years ended April 30, 1996, 1997
and 1998.................................................................... F-8 -- F-10
Notes to consolidated financial statements.................................... F-11
SCHEDULE:
Schedule I--Condensed Financial Information of Registrant (Parent Company).... F-35
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Board of Directors and Stockholders of
The Alpine Group, Inc.:
We have audited the accompanying consolidated balance sheets of The Alpine
Group, Inc. ("Alpine") (a Delaware corporation) and subsidiaries as of April 30,
1997 and 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended April 30, 1998. These consolidated financial statements and the financial
statement schedule referred to below are the responsibility of Alpine's
management. Our responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The Alpine Group, Inc. and subsidiaries as of April 30, 1997 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended April 30, 1998 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Atlanta, Georgia
June 10, 1998
F-2
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30,
----------------------
<S> <C> <C>
1997 1998
---------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................... $ 21,606 $ 17,841
Marketable securities................................................................... 15,807 15,672
Accounts receivable (less allowance for doubtful accounts of $2,631 in 1997 and $2,996
in 1998).............................................................................. 119,506 150,020
Inventories............................................................................. 119,234 134,570
Other current assets.................................................................... 17,321 30,742
---------- ----------
Total current assets.................................................................. 293,474 348,845
Property, plant and equipment, net........................................................ 155,484 195,513
Long-term investments and other assets.................................................... 32,388 40,665
Goodwill, net............................................................................. 106,878 201,837
---------- ----------
Total assets.......................................................................... $ 588,224 $ 786,860
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................................ $ 85,906 $ 107,820
Accrued expenses........................................................................ 69,948 92,511
Current portion of long-term debt....................................................... 2,653 8,442
---------- ----------
Total current liabilities............................................................. 158,507 208,773
Long-term debt, less current portion...................................................... 308,171 380,868
Minority interest in subsidiaries......................................................... 22,094 49,805
Other long-term liabilities............................................................... 45,026 69,899
---------- ----------
Total liabilities..................................................................... 533,798 709,345
---------- ----------
Commitments and contingencies
Stockholders' equity:
9% cumulative convertible preferred stock at liquidation value.......................... 1,927 427
Common stock, $.10 par value; authorized 25,000,000 shares; 18,834,256 shares and
19,865,990 shares issued in 1997 and 1998, respectively............................... 1,883 1,986
Capital in excess of par value.......................................................... 113,459 136,598
Cumulative translation adjustment....................................................... (1,316) (814)
Unrealized loss on securities available for sale, net of deferred tax................... (716) --
Accumulated deficit..................................................................... (48,048) (32,834)
---------- ----------
67,189 105,363
Shares of common stock in treasury, at cost; 1997, 1,612,047 shares; 1998, 2,704,732
shares................................................................................ (12,130) (26,890)
Receivable from stockholders............................................................ (633) (958)
---------- ----------
Total stockholders' equity............................................................ 54,426 77,515
---------- ----------
Total liabilities and stockholders' equity.......................................... $ 588,224 $ 786,860
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
----------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
Net sales.................................................................... $ 524,113 $ 579,794 $ 919,079
Cost of goods sold........................................................... 453,785 477,791 741,232
---------- ---------- ----------
Gross profit............................................................. 70,328 102,003 177,847
Selling, general and administrative expenses................................. 35,148 40,833 80,602
Restructuring charge......................................................... -- -- 3,626
Amortization of goodwill..................................................... 2,658 3,054 4,743
---------- ---------- ----------
Operating income......................................................... 32,522 58,116 88,876
Interest income.............................................................. 2,146 2,023 4,289
Interest (expense)........................................................... (27,795) (22,995) (31,516)
Gain on sale of subsidiary stock............................................. -- 80,397 --
Other income, net............................................................ 22 505 33
---------- ---------- ----------
Income from continuing operations before income tax expense and minority
interest............................................................... 6,895 118,046 61,682
Provision for income taxes................................................... (1,676) (53,103) (24,673)
---------- ---------- ----------
Income from continuing operations before minority interest............... 5,219 64,943 37,009
Minority interest in earnings of subsidiaries................................ -- (8,097) (20,262)
---------- ---------- ----------
Income from continuing operations........................................ 5,219 56,846 16,747
Loss from discontinued operations, net of tax................................ (2,213) -- --
---------- ---------- ----------
Income before extraordinary (loss)....................................... 3,006 56,846 16,747
Extraordinary (loss) on early extinguishment of debt, net of tax............. (4,856) (20,126) (1,464)
---------- ---------- ----------
Net income (loss)........................................................ (1,850) 36,720 15,283
Preferred stock dividends.................................................... (1,098) (575) (69)
Preferred stock redemption premium........................................... -- (5,195) --
---------- ---------- ----------
Net income (loss) applicable to common stock............................. $ (2,948) $ 30,950 $ 15,214
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) per share of common stock:
Basic:
Income from continuing operations.......................................... $ 0.23 $ 3.15 $ 0.99
(Loss) from discontinued operations........................................ (0.12) -- --
Extraordinary (loss) on early extinguishment of debt....................... (0.27) (1.12) (0.09)
Preferred stock redemption premium......................................... -- (0.29) --
---------- ---------- ----------
Net income (loss) per basic share of common stock........................ $ (0.16) $ 1.73 $ 0.90
---------- ---------- ----------
---------- ---------- ----------
Diluted:
Income from continuing operations.......................................... $ 0.23 $ 2.86 $ 0.89
(Loss) from discontinued operations........................................ (0.12) -- --
Extraordinary (loss) on early extinguishment of debt....................... (0.27) (1.01) (0.08)
Preferred stock redemption premium......................................... -- (0.26) --
---------- ---------- ----------
Net income (loss) per diluted share of common stock...................... $ (0.16) $ 1.59 $ 0.81
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
9% CUMULATIVE 8% CUMULATIVE
CAPITAL CONVERTIBLE CONVERTIBLE
COMMON STOCK IN PREFERRED STOCK PREFERRED STOCK
----------------------- EXCESS ------------------------ ----------------------
SHARES AMOUNT OF PAR SHARES AMOUNT SHARES AMOUNT
---------- ----------- --------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT SHARE DATA)
Balance at April 30, 1995......... 17,429,141 $ 1,743 $ 103,114 1,927 $ 1,927 236,480 $ 11,823
Compensation expense related to
stock options and grants........ 123,584 12 591
Loans to stockholders.............
Dividends on preferred stock......
Foreign currency translation......
Conversion of convertible
preferred stock................. 737,476 74 3,804
Conversion of convertible notes... 51,483 5 246
Exercise of stock options......... 46,060 5 115
Shares issued for directors'
fees............................ (18)
Purchase of treasury stock........
Retirement of PRI 11% Senior
Notes........................... 44,900 2,244
Premier acquisition and debt
exchange reset.................. 919,268 92 4,945 (84,731) (4,236)
PolyVision merger and
distribution.................... 1,046
Net (loss) for the year ended
April 30, 1996..................
---------- ----------- --------- ----- ----------- --------- -----------
Balance at April 30, 1996......... 19,307,012 $ 1,931 $ 113,843 1,927 $ 1,927 196,649 $ 9,831
---------- ----------- --------- ----- ----------- --------- -----------
---------- ----------- --------- ----- ----------- --------- -----------
<CAPTION>
8.5% CUMULATIVE
CONVERTIBLE
PREFERRED STOCK CUMULATIVE TREASURY STOCK RECEIVABLE
------------------------ ACCUMULATED TRANSLATION ----------------------- FROM
SHARES AMOUNT DEFICIT ADJUSTMENT SHARES AMOUNT STOCKHOLDERS
----------- ----------- ------------- ------------- ---------- ----------- ---------------
<S> <C>
Balance at April 30, 1995......... 3,500 $ 3,500 $ (76,050) $ 144 (233,290) $ (1,229) $ (314)
Compensation expense related to
stock options and grants........
Loans to stockholders............. (196)
Dividends on preferred stock...... (1,098)
Foreign currency translation...... (226)
Conversion of convertible
preferred stock................. (3,500) (3,500)
Conversion of convertible notes... 5,000 20
Exercise of stock options.........
Shares issued for directors'
fees............................ 11,042 59
Purchase of treasury stock........ (808,248) (3,656)
Retirement of PRI 11% Senior
Notes...........................
Premier acquisition and debt
exchange reset..................
PolyVision merger and
distribution....................
Net (loss) for the year ended
April 30, 1996.................. (1,850)
----------- ----------- ------------- ------ ---------- ----------- ------
Balance at April 30, 1996......... -- -- $ (78,998) $ (82) (1,025,496) $ (4,806) $ (510)
----------- ----------- ------------- ------ ---------- ----------- ------
----------- ----------- ------------- ------ ---------- ----------- ------
<CAPTION>
TOTAL
---------
Balance at April 30, 1995......... $ 44,658
Compensation expense related to
stock options and grants........ 603
Loans to stockholders............. (196)
Dividends on preferred stock...... (1,098)
Foreign currency translation...... (226)
Conversion of convertible
preferred stock................. 378
Conversion of convertible notes... 271
Exercise of stock options......... 120
Shares issued for directors'
fees............................ 41
Purchase of treasury stock........ (3,656)
Retirement of PRI 11% Senior
Notes........................... 2,244
Premier acquisition and debt
exchange reset.................. 801
PolyVision merger and
distribution.................... 1,046
Net (loss) for the year ended
April 30, 1996.................. (1,850)
---------
Balance at April 30, 1996......... $ 43,136
---------
---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED APRIL 30, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
9% CUMULATIVE 8% CUMULATIVE
CAPITAL CONVERTIBLE CONVERTIBLE
COMMON STOCK IN PREFERRED STOCK PREFERRED STOCK
----------------------- EXCESS ------------------------ ----------------------
SHARES AMOUNT OF PAR SHARES AMOUNT SHARES AMOUNT
---------- ----------- --------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT SHARE DATA)
Balance at April 30, 1996.............. 19,307,012 $ 1,931 $ 113,843 1,927 $ 1,927 196,649 $ 9,831
Compensation expense related to stock
options and grants................... 113,651 11 2,220
Loans to stockholders..................
Dividends on preferred stock...........
Foreign currency translation...........
Redemption of preferred stock.......... (196,649) (9,831)
Preferred stock redemption premium.....
Exercise of stock options.............. 405,254 40 1,918
Employee stock purchase plan........... 8,339 1 48
Purchase of treasury stock.............
Retirement of treasury stock........... (1,000,000) (100) (4,570)
Unrealized loss on securities available
for sale.............................
Net income for the year ended April 30,
1997.................................
---------- ----------- --------- ----- ----------- --------- -----------
Balance at April 30, 1997.............. 18,834,256 $ 1,883 $ 113,459 1,927 $ 1,927 -- --
---------- ----------- --------- ----- ----------- --------- -----------
---------- ----------- --------- ----- ----------- --------- -----------
<CAPTION>
UNREALIZED
(LOSS) ON RECEIVABLE
CUMULATIVE SECURITIES TREASURY STOCK FROM
ACCUMULATED TRANSLATION AVAILABLE --------------------- STOCK-
DEFICIT ADJUSTMENT FOR SALE SHARES AMOUNT HOLDERS
------------- ------------- ------------- ---------- --------- -------------
<S> <C>
Balance at April 30, 1996.............. $ (78,998) $ (82) $ -- (1,025,496) $ (4,806) $ (510)
Compensation expense related to stock
options and grants...................
Loans to stockholders.................. (123)
Dividends on preferred stock........... (575)
Foreign currency translation........... (1,234)
Redemption of preferred stock..........
Preferred stock redemption premium..... (5,195)
Exercise of stock options..............
Employee stock purchase plan...........
Purchase of treasury stock............. (1,586,551) (11,994)
Retirement of treasury stock........... 1,000,000 4,670
Unrealized loss on securities available
for sale............................. (716)
Net income for the year ended April 30,
1997................................. 36,720 --
------------- ------------- ------ ---------- --------- ------
Balance at April 30, 1997.............. $ (48,048) $ (1,316) $ (716) (1,612,047) $ (12,130) $ (633)
------------- ------------- ------ ---------- --------- ------
------------- ------------- ------ ---------- --------- ------
<CAPTION>
TOTAL
---------
Balance at April 30, 1996.............. $ 43,136
Compensation expense related to stock
options and grants................... 2,231
Loans to stockholders.................. (123)
Dividends on preferred stock........... (575)
Foreign currency translation........... (1,234)
Redemption of preferred stock.......... (9,831)
Preferred stock redemption premium..... (5,195)
Exercise of stock options.............. 1,958
Employee stock purchase plan........... 49
Purchase of treasury stock............. (11,994)
Retirement of treasury stock........... --
Unrealized loss on securities available
for sale............................. (716)
Net income for the year ended April 30,
1997................................. 36,720
---------
Balance at April 30, 1997.............. $ 54,426
---------
---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED APRIL 30, 1996, 1997 AND 1998
<TABLE>
<CAPTION>
9% CUMULATIVE
CAPITAL CONVERTIBLE
COMMON STOCK IN PREFERRED STOCK CUMULATIVE
---------------------- EXCESS ------------------------ ACCUMULATED TRANSLATION
SHARES AMOUNT OF PAR SHARES AMOUNT DEFICIT ADJUSTMENT
--------- ----------- --------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT SHARE DATA)
Balance at April 30, 1997.................. 18,834,256 $ 1,883 $ 113,459 1,927 $ 1,927 $ (48,048) $ (1,316)
Compensation expense related to stock
options and grants....................... 93,133 9 3,669
Loans to stockholders......................
Dividends on preferred stock............... (69)
Foreign currency translation............... 502
Issuance of minority equity interest in
subsidiary............................... 15,222
Exercise of stock options.................. 553,157 56 2,562
Employee stock purchase plan............... 23,241 2 222
Exercise of warrants....................... 172,330 17 (17)
Conversion of convertible preferred
stock.................................... 189,873 19 1,481 (1,500) (1,500)
Purchase of treasury stock.................
Unrealized gain on securities available for
sale.....................................
Net income for the year ended April 30,
1998..................................... 15,283
--------- ----------- --------- ----------- ----------- ------------ -----------
Balance at April 30, 1998.................. 19,865,990 $ 1,986 $ 136,598 427 $ 427 $ (32,834) $ (814)
--------- ----------- --------- ----------- ----------- ------------ -----------
--------- ----------- --------- ----------- ----------- ------------ -----------
<CAPTION>
UNREALIZED
(LOSS) ON RECEIVABLE
SECURITIES TREASURY STOCK FROM
AVAILABLE -------------------- STOCK-
FOR SALE SHARES AMOUNT HOLDERS TOTAL
------------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Balance at April 30, 1997.................. $ (716) (1,612,047) $ (12,130) $ (633) $ 54,426
Compensation expense related to stock
options and grants....................... 3,678
Loans to stockholders...................... (325) (325)
Dividends on preferred stock............... (69)
Foreign currency translation............... 502
Issuance of minority equity interest in
subsidiary............................... 15,222
Exercise of stock options.................. 2,618
Employee stock purchase plan............... 224
Exercise of warrants....................... --
Conversion of convertible preferred
stock.................................... --
Purchase of treasury stock................. (1,092,685) (14,760) (14,760)
Unrealized gain on securities available for
sale..................................... 716 716
Net income for the year ended April 30,
1998..................................... 15,283
----- --------- --------- ----- ---------
Balance at April 30, 1998.................. $ -- (2,704,732) $ (26,890) $ (958) $ 77,515
----- --------- --------- ----- ---------
----- --------- --------- ----- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
-------------------------------------
<S> <C> <C> <C>
1996 1997 1998
----------- ----------- -----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Income from continuing operations........................................ $ 5,219 $ 56,846 $ 16,747
Adjustments to reconcile income from continuing operations to net cash
provided by operating activities:
Depreciation and amortization.......................................... 12,566 14,442 22,797
Amortization of deferred debt issuance costs and accretion of debt
discount............................................................. 2,564 2,157 2,477
Compensation expense related to stock options and grants............... 603 2,231 1,757
(Benefit) provision for deferred income taxes.......................... (74) 16,681 (2,752)
Minority interest in earnings of subsidiaries.......................... -- 8,097 20,262
Gain on sale of subsidiary stock, net of income taxes.................. -- (41,427) --
Other, net............................................................. 271 -- (262)
Change in assets and liabilities, net of effects from companies
acquired:
Accounts receivable.................................................. 8,165 (4,509) (5,762)
Inventories.......................................................... (975) (48) 12,411
Other current assets................................................. (187) 1,134 (4,390)
Other assets......................................................... (268) (1,082) 115
Accounts payable and accrued expenses................................ 9,966 (13,781) 1,210
Other long-term liabilities.......................................... 528 (2,867) 1,671
----------- ----------- -----------
Cash provided by continuing operations..................................... 38,378 37,874 66,281
Cash used for discontinued operations...................................... (956) -- --
----------- ----------- -----------
Cash provided by operating activities...................................... 37,422 37,874 66,281
----------- ----------- -----------
Cash flows from investing activities:
Acquisitions, net of cash acquired....................................... (105,216) (101,100) (101,782)
Capital expenditures..................................................... (11,675) (13,863) (27,469)
(Investment in) proceeds from marketable securities...................... (6,218) (8,094) 135
Advances to PolyVision Corporation....................................... (3,086) (2,467) (145)
Proceeds from sale of assets............................................. -- 3,174 6,070
Other.................................................................... (222) (455) --
----------- ----------- -----------
Cash used for investing activities......................................... (126,417) (122,805) (123,191)
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
-----------------------------------
<S> <C> <C> <C>
1996 1997 1998
---------- ----------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from financing activities:
Repayment of short-term borrowings......................................... $ (21,000) $ -- $ --
Borrowings (repayments) under revolving credit facilities, net............. 16,643 68,809 (33,216)
Long-term borrowings....................................................... 281,726 156,442 125,675
Repayments of long-term borrowings......................................... (185,776) (140,091) (21,924)
Proceeds from sale of stock of subsidiary, net of income taxes............. -- 62,672 --
Proceeds from exercise of stock options.................................... 120 1,835 2,618
Debt issuance costs........................................................ (12,573) (8,280) (4,446)
Redemption of preferred stock.............................................. -- (15,026) --
Dividends on preferred stock............................................... (720) (575) (69)
Dividends paid on subsidiary common stock.................................. -- -- (504)
Purchase of treasury shares................................................ (3,656) (11,994) (14,760)
Purchase of subsidiary common stock........................................ -- (8,055) --
Other...................................................................... (196) (319) (229)
---------- ----------- ----------
Cash provided by financing activities........................................ 74,568 105,418 53,145
---------- ----------- ----------
Net (decrease) increase in cash and cash equivalents......................... (14,427) 20,487 (3,765)
Cash and cash equivalents at beginning of year............................... 15,546 1,119 21,606
---------- ----------- ----------
Cash and cash equivalents at end of year..................................... $ 1,119 $ 21,606 $ 17,841
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
-------------------------------------
<S> <C> <C> <C>
1996 1997 1998
----------- ----------- -----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Supplemental Disclosures:
Cash paid for interest................................................... $ 19,810 $ 23,913 $ 27,191
----------- ----------- -----------
----------- ----------- -----------
Cash paid for income taxes............................................... $ 631 $ 27,741 $ 31,409
----------- ----------- -----------
----------- ----------- -----------
Noncash investing and financing activities:
Exchange of common stock for preferred stock:
Preferred stock acquired............................................... $ 7,736 $ 1,500
----------- -----------
Dividends on preferred stock exchanged................................. $ 451 --
----------- -----------
Common stock issued.................................................... $ 8,915 $ 1,500
----------- -----------
Preferred stock issued in connection with the retirement of Adience 11%
Senior Notes........................................................... $ 2,244
-----------
Conversion of notes and exchange of debentures:
Conversions and retirements of debt.................................... $ 300
-----------
Fair value of common stock issued...................................... $ 251
-----------
Acquisition of businesses:
Assets, net of cash acquired........................................... $ 126,127 $ 194,856 $ 194,115
Liabilities assumed.................................................... (22,718) (93,756) (57,541)
Issuance of minority equity interest in subsidiary..................... -- -- (34,792)
----------- ----------- -----------
Net cash paid.......................................................... $ (103,409) $ (101,100) $ (101,782)
----------- ----------- -----------
----------- ----------- -----------
Capitalized lease obligation incurred.................................... $ 375
-----------
-----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
The accompanying consolidated financial statements include the accounts of
The Alpine Group, Inc. and its majority-owned subsidiaries (collectively
"Alpine" or the "Company", unless the content otherwise requires). Alpine was
incorporated in Delaware in 1987. All significant intercompany accounts and
transactions have been eliminated.
Alpine's operations are carried out through its two subsidiaries, Superior
TeleCom Inc. ("Superior TeleCom") and Premier Refractories International Inc.
("Premier"). Superior TeleCom, a 50.1% owned subsidiary (see Note 5),
manufactures and sells (i) telecommunications wire and cable products through
its subsidiary Superior Telecommunications Inc. ("Superior") and (ii) data
communications and electronics products and services through its subsidiary DNE
Systems, Inc. ("DNE"). Superior manufactures copper telecommunications wire and
cable products primarily for the local loop segment of the telecommunications
network. Superior contributed 54% of Alpine's fiscal 1998 consolidated revenues.
DNE develops and manufactures data communications and other equipment, including
multiplexers for defense, government and commercial applications, and provides
contract manufacturing services to the electronics industry. DNE contributed 3%
of Alpine's fiscal 1998 consolidated revenues. Premier, an 83.4% owned
subsidiary, manufactures and installs refractory products, which are used by the
iron, steel, aluminum, glass and other industries. Refractory products are
consumable materials used as insulation on surfaces exposed to high
temperatures, such as those generated by molten metals. Premier contributed 43%
of Alpine's fiscal 1998 consolidated revenues. In February 1998, the Company
changed the name of its refractory subsidiary from Refraco Inc. to Premier
Refractories International Inc.; concurrent with the name change, the name of
each of the principal refractory operating units changed.
CASH AND CASH EQUIVALENTS
All highly liquid investments purchased with a maturity at acquisition of 90
days or less are considered to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market, using the first-in,
first-out (FIFO) or average cost method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated
depreciation and amortization. Leasehold improvements are amortized over the
lesser of the estimated useful lives of the assets or the lease term.
Depreciation and amortization are provided over the estimated useful lives of
the assets using the straight-line method. The estimated lives are as follows:
<TABLE>
<S> <C>
5 to 40
Buildings and improvements.................................... years
3 to 15
Machinery and equipment....................................... years
</TABLE>
Maintenance and repairs are charged to expense as incurred. Long-term
improvements are capitalized as additions to property, plant and equipment. Upon
retirement or other disposal, the asset cost and related accumulated
depreciation are removed from the accounts and the net amount, less any
proceeds, is charged or credited to income.
F-11
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL
The excess of the purchase price over the net identifiable assets of
businesses acquired is amortized ratably over 30-40 years. Accumulated
amortization of goodwill at April 30, 1997 and 1998 was $8.1 million and $12.8
million, respectively. Alpine periodically reviews goodwill to assess
recoverability from future operations using undiscounted cash flows. Impairments
would be recognized in operating results if a permanent diminution in value
occurred.
DEFERRED FINANCING COSTS
Origination costs incurred in connection with outstanding debt financings
are included in the consolidated balance sheet in long-term investments and
other assets and are being amortized through the relevant maturity dates of the
related debt.
FOREIGN CURRENCY TRANSLATION
The financial position and results of operations of foreign subsidiaries are
measured using local currency as the functional currency. Assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at exchange
rates in effect at fiscal year-end. The resulting translation gains and losses
(net of income taxes) are charged directly to cumulative translation adjustment,
a component of stockholders' equity, and are not included in net income until
realized through sale or liquidation of the investment. Revenues and expenses
are translated at average exchange rates prevailing during the fiscal year.
Foreign currency exchange gains and losses incurred on foreign currency
transactions are included in income as they occur.
EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income (loss)
applicable to common stock by the weighted average number of shares of common
stock outstanding for the period. Diluted earnings per common share is
determined assuming (i) the conversion of convertible preferred stock and (ii)
the conversion of outstanding stock options, warrants and grants under the
treasury stock method.
CONCENTRATIONS OF CREDIT RISK
During fiscal 1996, 1997 and 1998, sales to the regional Bell operating
companies and major independent telephone companies represented 88%, 91% and
88%, respectively, of Superior's net sales. At April 30, 1997 and 1998, accounts
receivable from these customers were $43.0 million and $35.9 million,
respectively.
At April 30, 1997 and 1998, accounts receivable from Premier's customers in
the iron and steel industry were $45.7 million and $63.0 million, respectively.
USE OF ESTIMATES
Alpine's consolidated financial statements are prepared in accordance with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
F-12
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1996 and 1997 consolidated
financial statements to conform with the 1998 presentation.
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." These statements, which will be effective
for the Company's fiscal year beginning May 1, 1998, expand or modify
disclosures and will have no impact on the Company's consolidated financial
position, results of operations or cash flows.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, which will be effective for
the Company's fiscal year beginning May 1, 2000, establishes accounting and
reporting standards for derivative instruments and requires recognition of all
derivatives as either assets or liabilities in the statement of financial
position and measurement of those instruments at fair value. The Company does
not believe the effect of adoption will be material.
The Company adopted SFAS No. 128, "Earnings per Share," in fiscal 1998. In
accordance with SFAS No. 128, the Company has disclosed, for all periods
presented, both basic earnings per share and diluted earnings per share. The
Company has restated previously reported earnings per share in accordance with
the provisions of SFAS No. 128.
The Company has also adopted SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits," effective April 30, 1998. This
statement revises disclosures and has no impact on the Company's consolidated
financial position, results of operations or cash flows.
2. MARKETABLE SECURITIES
The Company's short-term investments are comprised of marketable securities
which are all classified as trading securities and are stated at fair value. Net
unrealized holding gains and losses at fiscal year-end are included in net
income and net realized gains and losses are determined at the time of sale on
the specific identification cost basis.
3. INVENTORIES
At April 30, 1997 and 1998, the components of inventories are as follows:
<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
Raw materials......................................................... $ 32,894 $ 48,543
Work in process....................................................... 19,211 19,214
Finished goods........................................................ 67,129 66,813
---------- ----------
$ 119,234 $ 134,570
---------- ----------
---------- ----------
</TABLE>
F-13
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. PROPERTY, PLANT AND EQUIPMENT
At April 30, 1997 and 1998, property, plant and equipment consist of the
following:
<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
Land.................................................................. $ 6,534 $ 9,704
Buildings and improvements............................................ 41,758 51,527
Machinery and equipment............................................... 133,866 173,939
---------- ----------
182,158 235,170
Less accumulated depreciation......................................... 26,674 39,657
---------- ----------
$ 155,484 $ 195,513
---------- ----------
---------- ----------
</TABLE>
Depreciation expense for fiscal years ended April 30, 1996, 1997 and 1998
was $9.9 million, $11.4 million and $17.5 million, respectively.
5. SALE OF SUBSIDIARY STOCK
On October 2, 1996, the Company completed a reorganization and refinancing
(the "Reorganization") of its then wholly-owned subsidiaries, Superior and DNE.
In connection with the Reorganization (i) Superior issued the Company 20,000
shares of Superior's 6% Cumulative Preferred Stock ("Superior Preferred Stock"),
with a liquidation preference of $1,000 per share, (ii) Superior and DNE
declared a dividend to the Company of $117.1 million, (iii) the Company
contributed all of the common stock of both Superior and DNE to a newly-formed
wholly-owned subsidiary, Superior TeleCom and (iv) Superior TeleCom entered into
a revolving credit facility (the "Superior Credit Facility") (see Note 10), the
proceeds of which were used to repay the intercompany debt then owed to the
Company and to pay $63.8 million of the declared dividend.
On October 17, 1996, Superior TeleCom completed an initial public offering
of approximately 49.9% of its common stock. Superior TeleCom used the net
proceeds of approximately $88.3 million to fund the repayment of $34.4 million
under the Superior Credit Facility and to pay to the Company the balance of the
previously declared dividend. As a result of the offering, the Company's
ownership interest in Superior TeleCom declined to 50.1% and the Company
recorded a gain of $80.4 million ($41.4 million, or $2.09 per diluted share,
after provision for current and deferred income taxes).
In November 1996, the underwriters of the initial public offering of
Superior TeleCom exercised their overallotment option to purchase additional
shares of Superior TeleCom common stock at $16.00 per share. Superior TeleCom
used the net proceeds of approximately $13.3 million to repurchase shares of its
common stock for approximately $8.1 million, with the balance of such proceeds
being used to reduce the amount outstanding under the Superior Credit Facility.
The Superior TeleCom common stock repurchased was then transferred to the
Company in exchange for $8.1 million in liquidation value of Superior Preferred
Stock. After giving effect to the exercise of the overallotment option and the
subsequent repurchase and exchange of the Superior TeleCom common stock, the
Company's ownership interest in Superior TeleCom has remained at 50.1%. On
February 12, 1997, Superior redeemed at liquidation value an additional $11.3
million principal amount of Superior Preferred Stock.
F-14
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACQUISITIONS
PREMIER ACQUISITION
On January 30, 1998, Premier acquired American Premier Holdings,
Inc.("APHI"), a manufacturer and distributor of refractory products in the
United States and Canada. This acquisition (the "American Premier Acquisition")
was accomplished through the merger of APHI with and into Premier. The
consideration paid by the Company in the merger amounted to $134.9 million,
including expenses, and consisted of (i) a cash payment of $31.7 million to the
stockholders of APHI; (ii) the repayment or assumption of $68.4 million of
indebtedness of APHI; and (iii) the issuance to the stockholders of APHI of
shares representing 16.6% of the issued and outstanding common stock of Premier.
In connection with the American Premier Acquisition, Premier and its principal
wholly owned subsidiaries entered into an Amended and Restated Credit Agreement
(the "Premier Credit Agreement"), which provided for an increase in total
borrowings under such facility from $130 million to $260 million. Upon
consummation of the American Premier Acquisition, incremental borrowings of $115
million were drawn under the Premier Credit Agreement and were used to (i) pay
the cash portion of the aforementioned purchase price, (ii) repay certain APHI
indebtedness, (iii) repay existing outstanding bank debt and (iv) pay related
transaction expenses (see Note 10 for a description of the Premier Credit
Agreement).
The acquisition was accounted for using the purchase method, and
accordingly, the results of operations of APHI have been included in the
consolidated financial statements on a prospective basis from the date of
acquisition. The purchase price was allocated based upon the fair values of
assets and liabilities at the date of acquisition and is subject to adjustment.
The excess of the purchase price over the net assets acquired was $94.8 million
and is being amortized on a straight-line basis over 40 years.
As mentioned above, as part of the purchase consideration, Premier issued
16.6% of its common stock to the APHI stockholders. In connection therewith, the
Company reflected as a component of stockholders' equity a gain on the issuance
of a minority equity interest in a subsidiary of $15.2 million, net of tax. The
gain has not been reflected as a component of the statement of operations, since
the common stock issued is subject to a repurchase obligation by Premier under
certain circumstances.
In conjunction with the American Premier Acquisition, the Company recorded a
nonrecurring restructuring charge of $3.6 million, or $2.2 million ($0.12 per
diluted share), net of tax. The charge relates to costs to be incurred at the
Company's existing refractory facilities in connection with the consolidation of
duplicative manufacturing capacity and administrative functions.
HEPWORTH ACQUISITION
On April 15, 1997, Premier Refractories Inc. ("PRI"), formerly Adience,
Inc., a wholly-owned subsidiary of Premier, acquired 100% of the outstanding
shares of capital stock of Hepworth Refractories (Holdings) Limited
("Hepworth"), a UK-based worldwide manufacturer and distributor of refractory
products and services, through a newly formed, wholly-owned United Kingdom
("UK") subsidiary, Premier Refractories Ltd. ("PRL"), formerly Refraco Holdings
Limited, for $101.1 million. The acquisition was accounted for using the
purchase method, and accordingly, the results of operations of the acquired
operations were included in the consolidated financial statements on a
prospective basis from the date of the acquisition. The purchase price was
allocated based upon estimated fair values of assets and liabilities at the date
of acquisition. The excess of the purchase price over the net assets acquired
was $33.9 million and is being amortized on a straight-line basis over 30 years.
F-15
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACQUISITIONS (CONTINUED)
ALCATEL ACQUISITION
During fiscal 1996, Superior acquired (the "Alcatel Acquisition") the U.S.
and Canadian copper telecommunications wire and cable business (the "Alcatel
Business") of Alcatel NA Cable Systems, Inc. and Alcatel Canada Wire, Inc.
(collectively, "Alcatel NA") for $103.4 million.
The Alcatel Acquisition was accounted for using the purchase method, and
accordingly, the results of operations of the Alcatel Business are included in
the Company's consolidated results on a prospective basis from the date of the
acquisition. The purchase price was allocated based upon estimated fair values
of assets and liabilities at the date of acquisition. The excess of the purchase
price over the fair value of the net assets acquired was $17.2 million and is
being amortized on a straight-line basis over 30 years.
PRI ACQUISITION
During fiscal 1995 and 1996, the Company acquired all of the outstanding
common stock of PRI. The purchase price consideration consisted of 82,267 shares
of Alpine's 8% cumulative convertible senior preferred stock ("8% Preferred
Stock"), with a liquidation preference of $4.1 million, 170,615 shares of
PolyVision Inc. (see Note 7) common stock (subject to a valuation reset under
certain conditions) and $4.4 million in cash.
During fiscal 1996 and 1997, the former PRI stockholders agreed to exchange
all of the shares of the 8% Preferred Stock received in the acquisition and
terminate the right to receive $5.7 million in additional consideration payable
under the aforementioned valuation reset, in consideration for the issuance of
491,184 shares of Alpine common stock, the delivery of 129,542 additional shares
of PolyVision Inc. common stock and the payment of $2.4 million in cash. The
excess of the amount of the valuation reset consideration due over the fair
market value of the consideration issued in this transaction was accounted for
as a reduction in the purchase price for PRI's common stock.
Also in connection with the acquisition of PRI, Alpine entered into a debt
exchange agreement with the holders of a majority of PRI's 11% Senior Notes. The
debt exchange agreement, which was completed on July 21, 1995, resulted in
Alpine retiring $44.1 million aggregate principal amount of PRI's 11% Senior
Notes ($40.1 million recorded amount) for $35.3 million in cash, 44,900 shares
of 8% Preferred Stock with a liquidation preference of $2.2 million, and 66,801
shares of PolyVision common stock (subject to a valuation reset under certain
conditions). On October 31, 1995, the former PRI note holders agreed to exchange
all of the shares of 8% Preferred Stock received in the debt exchange and
terminate the right to receive $1.5 million in value under the valuation reset
in consideration for the issuance of 428,084 shares of Alpine common stock and
the delivery of 121,929 additional shares of PolyVision common stock. The
difference between the recorded value of the PRI 11% Senior Notes and the value
of the exchange consideration paid or issued by Alpine in the debt exchange was
recorded as a reduction in the purchase price for PRI's common stock.
PRO FORMA FINANCIAL DATA
Unaudited condensed pro forma results of operations, which give effect to
the American Premier Acquisition and the Hepworth Acquisition as if both
transactions had occurred on May 1, 1996, are presented below. The pro forma
amounts reflect acquisition-related purchase accounting adjustments, including
adjustments to depreciation and amortization expense and interest expense on
acquisition debt
F-16
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACQUISITIONS (CONTINUED)
and certain other adjustments, together with related income tax effects. The pro
forma financial information does not purport to be indicative of either the
results of operations that would have occurred had the acquisitions taken place
at the beginning of the periods presented or of future results of operations.
<TABLE>
<CAPTION>
PRO FORMA
(UNAUDITED)
------------------------
<S> <C> <C>
1997 1998
---------- ------------
<CAPTION>
(IN THOUSANDS, EXCEPT
PER
SHARE AMOUNTS)
<S> <C> <C>
Net sales........................................................... $ 979,670 $ 1,058,903
Income from continuing operations before income taxes............... 123,854 65,217
Income from continuing operations................................... 60,070 18,076
Extraordinary (loss) on early extinguishment of debt................ (20,126) (1,464)
Net income applicable to common stock............................... 34,174 16,543
Net income per diluted share of common stock:
Income from continuing operations................................. $ 3.02 $ 0.96
Extraordinary (loss) on early extinguishment of debt.............. (1.01) (0.08)
Preferred stock redemption premium................................ (0.26) --
---------- ------------
Net income per diluted share of common stock.................... $ 1.75 $ 0.88
---------- ------------
---------- ------------
</TABLE>
7. DISCONTINUED OPERATIONS
In fiscal 1995, Alpine adopted a plan to dispose of its information display
segment consisting of its interest in Alpine PolyVision, Inc. ("APV") and
Posterloid Corporation ("Posterloid"), resulting in the historical financial
statements of Alpine being restated to reflect such operations as discontinued.
In May 1995, APV and Posterloid were merged (the "PolyVision Merger") into
PolyVision Corporation ("PolyVision") (formerly Information Display Technology,
Inc.), a subsidiary of PRI.
On June 14, 1995, Alpine distributed to its stockholders 73% of the
outstanding PolyVision common stock (the "PolyVision Spin-Off"). This
distribution, when combined with shares of PolyVision common stock used as
partial consideration in connection with the acquisition of PRI (see Note 6),
resulted in the ownership by Alpine of less than 20% of the outstanding shares
of PolyVision common stock. Accordingly, Alpine is accounting for its remaining
interest in PolyVision as a long-term investment (see Note 8). Because the
shares of PolyVision common stock distributed had a negative book value,
Alpine's stockholders' equity was not reduced by the PolyVision Spin-Off. During
fiscal 1996, the Company recorded a loss from PolyVision's discontinued
operations of $2.2 million.
F-17
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. LONG-TERM INVESTMENTS AND OTHER ASSETS
Long-term investments and other assets consist of the following:
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Equity investment in PolyVision (a)..................................... $ 10,400 $ 11,501
Advances to PolyVision.................................................. 5,553 5,698
Deferred financing charges (net of accumulated amortization)............ 9,414 11,032
Other assets............................................................ 7,021 12,434
--------- ---------
$ 32,388 $ 40,665
--------- ---------
--------- ---------
</TABLE>
- ------------------------
(a) Alpine's equity investment in PolyVision consists of $25.2 million face
amount of PolyVision 8% preferred stock and PolyVision common stock with a
fair market value of $1.9 million at April 30, 1998. The common stock owned
by the Company is classified as an equity security available for sale, with
unrealized gains and losses at fiscal year-end included as a component of
stockholders' equity, until realized. During fiscal 1997, the market price
of PolyVision's common stock declined, resulting in the Company recording a
$716,000 reduction (net of related tax impact) in stockholders' equity. As a
result of the increase in the market price as of April 30, 1998, the
$716,000 valuation allowance was reversed. The Company has assessed the
remaining investment in PolyVision and considers it to be fairly valued
based on financial models and projections prepared by PolyVision management.
The financial models and projections are based on assumptions which may or
may not be realized. The value of this investment will be periodically
reevaluated for any impairment.
9. ACCRUED EXPENSES
At April 30, 1997 and 1998, accrued expenses consist of the following:
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Accrued wages, salaries and employee benefits........................... $ 19,416 $ 19,854
Accrued insurance....................................................... 9,646 12,116
Accrued interest........................................................ 2,291 1,147
Other accrued expenses.................................................. 38,595 59,394
--------- ---------
$ 69,948 $ 92,511
--------- ---------
--------- ---------
</TABLE>
F-18
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT
At April 30, 1997 and 1998 , long-term debt consists of the following:
<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
(IN THOUSANDS)
Superior revolving credit facility (a)................................ $ 111,657 $ 69,350
Premier revolving credit facility (b)................................. 5,805 14,896
Premier term loan A (b)............................................... 50,000 61,209
Premier term loan B (b)............................................... 45,000 74,454
Premier term loan C (b)............................................... -- 74,812
Premier floating rate note (c)........................................ 60,000 60,000
12.25% Senior Secured Notes (principal amount $21.1 million
and $12.1 million at April 30, 1997 and 1998) (d)................... 19,382 11,361
Alpine term loan (e).................................................. -- 10,000
Other................................................................. 18,980 13,228
---------- ----------
Total debt........................................................ 310,824 389,310
Less current portion of long-term debt................................ 2,653 8,442
---------- ----------
$ 308,171 $ 380,868
---------- ----------
---------- ----------
</TABLE>
At April 30, 1998, the fair value of Alpine's debt, based on the quoted
market prices for the same or similar issues or on the current rates offered to
Alpine for debt of the same remaining maturities, approximates its recorded
value. The Company has entered into a number of interest rate swap and interest
rate cap agreements in order to limit the effect of changes in interest rates on
the Company's floating rate long-term obligations. Amounts currently due to or
from interest rate swap counterparties are recorded in interest expense in the
period in which they accrue. The Company does not enter into financial
instruments for trading or speculative purposes. The fair value of the interest
rate swaps was not material at April 30, 1998.
The aggregate maturities of long-term debt for the five years subsequent to
April 30, 1998 are as follows:
<TABLE>
<CAPTION>
AMOUNT
-------------
<S> <C>
(IN
FISCAL YEAR THOUSANDS)
- -------------------------------------------------------------------------------
1999......................................................................... $ 8,442
2000......................................................................... 8,544
2001......................................................................... 21,582
2002......................................................................... 89,369
2003......................................................................... 53,626
Thereafter................................................................... 207,747
-------------
$ 389,310
-------------
-------------
</TABLE>
- ------------------------
(a) Interest on the Superior Credit Facility is payable quarterly based upon the
Eurodollar rate plus 0.625% or the base rate (prime) plus 0.5%. The variable
components of these rates are subject to periodic adjustment based on the
ratio of debt to cash flow (as defined). The Superior Credit Facility has a
five-year term with a total commitment of $150.0 million, which is reduced
by $25.0 million in
F-19
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT (CONTINUED)
October 1999 and October 2000. Loans under the Superior Credit Facility are
guaranteed by Superior TeleCom's domestic subsidiaries (but not by Alpine)
and are secured by substantially all of the assets of Superior TeleCom and
by the stock of each of Superior TeleCom's domestic subsidiaries.
(b) In connection with the January 30, 1998 American Premier Acquisition (see
Note 6), the Company amended and restated its existing Premier Credit
Agreement. The Premier Credit Agreement provides for total borrowing
availability of up to $260 million, consisting of a $50.0 million revolving
credit facility, a $60.0 million term loan A facility, a $75.0 million term
loan B facility and a $75.0 million term loan C facility. Proceeds from
these facilities were used to complete the American Premier Acquisition and
the acquisition of Hepworth (see Note 6).
The Premier revolving credit facility represents borrowings by Premier's
principal operating subsidiaries. Borrowings under the facility are
allowable up to $50.0 million in the aggregate. Interest on the outstanding
balance is based upon the Eurodollar rate plus 2.5% or the base rate (prime)
plus 1.5% and is payable at least quarterly. The facility terminates on
April 15, 2003.
The Premier term loan A represents the dollar equivalent of pounds sterling
borrowings and is repayable in varying amounts over six years with interest
payable at least quarterly based upon the Eurodollar rate plus 2.5% or the
base rate (prime) plus 1.5%.
The Premier term loan B is repayable in varying amounts over eight years
with interest payable at least quarterly based upon the Eurodollar rate plus
3.0% or the base rate (prime) plus 2.0%.
The Premier term loan C is repayable in varying amounts over eight years
with interest payable at least quarterly based upon the Eurodollar rate plus
3.25% or the base rate (prime) plus 2.25%.
All borrowings under the above described credit arrangements are guaranteed
by Premier. All borrowings of PRI's UK-based subsidiaries are guaranteed by
PRI. The stock of all domestic subsidiaries of PRI and 65% of its foreign
subsidiaries has been pledged to secure certain of these guarantees. The
obligations under these credit arrangements are secured by substantially all
of the assets of PRI and its UK-based subsidiaries.
(c) The Premier floating rate note facility is due in 2006. Interest is based
upon the base rate (prime) plus 2.75% or the Eurodollar rate plus 3.75%.
Interest is payable quarterly in the case of base rate notes but may be
payable over shorter periods in the case of Eurodollar rate notes. The
Premier floating rate notes are secured by a pledge of substantially all of
the common stock of Premier's operating subsidiaries and are guaranteed by
Alpine. The Alpine guaranty is secured by the pledge of the common stock of
Premier owned by Alpine and a portion of the common stock of Superior
TeleCom owned by Alpine with a market value of $60.0 million.
(d) The Senior Notes are due 2003 and pay interest semiannually on January 15
and July 15 of each year. The Senior Notes were issued at a price of 91.74%
and the discount is being added to the recorded amount through maturity
utilizing the effective interest method.
(e) On February 6, 1998, Alpine entered into a $25.0 million senior secured
credit agreement (the "Alpine Credit Facility"), including a $10.0 million
senior secured term loan and a $15.0 million revolving credit facility.
Proceeds from these facilities are for ongoing general working capital and
corporate needs of Alpine. Interest on the revolving credit facility is
based upon the Eurodollar rate plus 1.5% or the base rate (prime) and
interest on the term loan is based upon the Eurodollar rate plus 2.0% or
F-20
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT (CONTINUED)
the base rate (prime) plus 0.5%. Borrowings under the Alpine Credit Facility
are secured by a pledge of certain shares of Superior TeleCom common stock
owned by Alpine. At April 30, 1998, the Company had not drawn on the $15.0
million revolving credit facility.
The above agreements contain certain restrictive covenants, including, among
other things, requirements to maintain certain financial ratios, limitations on
the amount of dividends the Company is allowed to pay and restrictions on
additional indebtedness.
During fiscal 1998, the Company retired $9.0 million face amount ($8.3
million recorded amount) of its 12.25% Senior Secured Notes and $5.0 million
face amount ($4.7 million recorded amount) of PRI's 11% Senior Notes. In
connection with this early extinguishment of debt, the Company recognized an
after-tax extraordinary charge of $1.5 million, or $0.08 per diluted share.
During fiscal 1997, the Company refinanced a substantial portion of its
outstanding debt and entered into new credit facilities in connection with the
Reorganization (see Note 5) and the acquisition of Hepworth (see Note 6). In
connection with such refinancings, the Company recognized an after tax
extraordinary charge of $20.1 million ($1.01 per diluted share) on the early
extinguishment of debt. This charge represents the premium paid on the
redemption of $131.9 million face amount ($122.3 million recorded amount) of the
Company's 12.25% Senior Secured Notes, prepayment penalties related to the
termination of an existing Alpine revolving credit facility and the associated
write-off of the unamortized portion of deferred loan fees related to the debt
extinguished.
11. EARNINGS PER SHARE
The computation of basic and diluted earnings per share ("EPS") for the
fiscal years ended April 30, 1996, 1997 and 1998 is as follows:
<TABLE>
<CAPTION>
YEAR
ENDED
APRIL 30,
YEAR ENDED APRIL 30, 1996 YEAR ENDED APRIL 30, 1997 1998
------------------------------------- ------------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT INCOME
--------- ----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Income attributable to common stock
before extraordinary (loss)......... $ 5,219 $ 56,846 $ 16,747
Less:preferred stock Dividends........ (1,098) (575) (69)
--------- --------- ---------
Basic earnings per common Share before
extraordinary (loss)................ 4,121 17,987 $ 0.23 $ 56,271 17,891 $ 3.15 $ 16,678
----- -----
----- -----
Dilutive impact of stock options,
warrants and grants................. -- 265 -- 604 --
Assumed conversion of preferred
stock............................... -- -- 575 1,362 69
--------- ----------- --------- ----------- ---------
Diluted earnings per common share
before extraordinary (loss)......... $ 4,121 18,252 $ 0.23 $ 56,846 19,857 $ 2.86 $ 16,747
--------- ----------- ----- --------- ----------- ----- ---------
--------- ----------- ----- --------- ----------- ----- ---------
<CAPTION>
<S> <C> <C>
PER SHARE
SHARES AMOUNT
----------- -------------
<S> <C> <C>
Income attributable to common stock
before extraordinary (loss).........
Less:preferred stock Dividends........
Basic earnings per common Share before
extraordinary (loss)................ 16,986 $ 0.99
-----
-----
Dilutive impact of stock options,
warrants and grants................. 1,663
Assumed conversion of preferred
stock............................... 125
-----------
Diluted earnings per common share
before extraordinary (loss)......... 18,774 $ 0.89
----------- -----
----------- -----
</TABLE>
F-21
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. EARNINGS PER SHARE (CONTINUED)
The effect of the SFAS No. 128 accounting change on previously reported
earnings per share data is as follows:
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30, 1996 YEAR ENDED APRIL 30, 1997
------------------------------------------------- --------------------------------
PRIMARY EPS EFFECT OF DILUTED EPS PRIMARY EPS EFFECT OF
AS REPORTED SFAS NO. 128 AS RESTATED AS REPORTED SFAS NO. 128
--------------- ----------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Income from continuing operations... $ 0.23 -- $ 0.23 $ 3.04 $ (0.18)
(Loss) from discontinued
operations........................ (0.12) -- (0.12) -- --
Extraordinary (loss) on early
extinguishment of debt............ (0.27) -- (0.27) (1.09) 0.08
Preferred stock redemption
premium........................... -- -- -- (0.28) 0.02
------ --- ------ ------ ------
Net income (loss) per share of
common stock...................... $ (0.16) -- $ (0.16) $ 1.67 $ (0.08)
------ --- ------ ------ ------
------ --- ------ ------ ------
<CAPTION>
DILUTED EPS
AS RESTATED
-------------
<S> <C>
Income from continuing operations... $ 2.86
(Loss) from discontinued
operations........................ --
Extraordinary (loss) on early
extinguishment of debt............ (1.01)
Preferred stock redemption
premium........................... (0.26)
------
Net income (loss) per share of
common stock...................... $ 1.59
------
------
</TABLE>
12. STOCK BASED COMPENSATION PLANS
The Company sponsors the Alpine Employee Stock Purchase Plan ("ESPP") which
allows eligible employees the right to purchase common stock of the Company on a
quarterly basis at the lower of 85% of the common stock's fair market value on
the day immediately prior to the first day of a calendar quarter or on the last
day of a calendar quarter. There are 500,000 shares of Alpine common stock
reserved under the ESPP, of which 8,339 shares and 23,241 shares were issued to
employees during fiscal 1997 and 1998, respectively.
Alpine has two long-term equity incentive plans: the 1987 Long-Term Equity
Incentive Plan (the "1987 Plan") and the 1997 Stock Option Plan (the "1997
Plan"). The 1997 Plan has 1,500,000 shares of common stock reserved for
issuance. There were 852,100 shares of common stock available under the 1997
Plan for granting of options at April 30, 1998. No further options may be
granted under the 1987 Plan. Participation in the 1997 Plan is generally limited
to key employees and directors of Alpine and its subsidiaries. The 1997 Plan
provides for the granting of incentive and nonincentive stock options. In
addition to options, the 1997 Plan permits the granting of stock appreciation
rights and phantom stock units. Under the 1997 Plan, options cannot be exercised
in the first year or after ten years from the date of grant.
Statement No. 123, "Accounting for Stock-Based Compensation," was issued by
the FASB in fiscal 1997 and, if fully adopted, changed the method for
recognition of cost on stock-based plans similar to those of the Company. In
accordance with the provisions of SFAS No. 123, the Company elected to continue
to apply APB Opinion No. 25 and related Interpretations in accounting for its
stock-based compensation plans (including options issued under the Plans).
Application of the provisions of APB No. 25 resulted in a charge to earnings of
$1.4 million and $0.8 million in fiscal 1997 and 1998, respectively, for certain
performance-based stock options granted in prior years. However, had the Company
elected to recognize compensation expense based on the fair value at the grant
date for awards under its stock-based compensation plans as prescribed by SFAS
No. 123, Alpine's net income, net income applicable to
F-22
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS (CONTINUED)
common stock, basic net income per share of common stock and diluted net income
per share of common stock for fiscal 1997 and 1998 would approximate the pro
forma amounts below:
<TABLE>
<CAPTION>
1997 1998
------------------------ ------------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net income........................................................ $ 36,720 $ 35,668 $ 15,283 $ 13,261
Net income applicable to common stock............................. 30,950 29,898 15,214 13,192
Basic net income per share of common stock........................ 1.73 1.67 0.90 0.78
Diluted net income per share of common stock...................... 1.59 1.55 0.81 0.71
</TABLE>
The effects of applying SFAS No. 123 in the pro forma disclosure are not
necessarily indicative of future amounts, since the estimated fair value of
common stock options is amortized to expense over the vesting period and
additional options may be granted in future years. The fair value for these
options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions for fiscal
1997 and 1998, respectively: dividend yield of 0% for each year; expected
volatility of 50% and 45%; risk-free interest rate of 6.42% and 5.53%; and
expected life of five years and four years. The weighted average per share fair
value of options granted (using the Black-Scholes option-pricing model) during
fiscal 1997 and 1998 was $3.73 and $7.10, respectively.
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
The following table summarizes stock option activity for fiscal 1997 and
1998:
<TABLE>
<CAPTION>
SHARES WEIGHTED-AVERAGE
OUTSTANDING EXERCISE PRICE
----------- -----------------
<S> <C> <C>
Outstanding at April 30, 1996................................. 3,231,744 $ 4.82
Exercised................................................... (419,545) 4.66
Canceled.................................................... (419,576) 3.54
Granted..................................................... 879,747 6.40
-----------
Outstanding at April 30, 1997................................. 3,272,370 5.38
Exercised................................................... (559,880) 4.94
Canceled.................................................... (56,466) 6.32
Granted..................................................... 184,001 13.83
-----------
Outstanding at April 30, 1998................................. 2,840,025 $ 5.93
-----------
-----------
</TABLE>
F-23
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS (CONTINUED)
Information with respect to stock-based compensation plan stock options
outstanding and exercisable at April 30, 1998 is as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
----------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- ----------------------------
NUMBER AVERAGE WEIGHTED- NUMBER WEIGHTED-
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE AT APRIL 30, CONTRACTUAL EXERCISE AT APRIL 30, EXERCISE
PRICES 1998 LIFE PRICE 1998 PRICE
- --------------- --------------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
$ 2.00-$6.00 1,874,636 6.28 years $ 4.22 907,109 $ 3.59
$ 6.05-$10.00 846,889 7.29 $ 8.24 488,804 $ 8.26
$ 10.05-$15.00 33,500 9.38 $ 14.04 -- --
$ 15.05-$18.13 85,000 9.75 $ 18.13 -- --
--------------- ---------------
2,840,025 6.75 $ 5.93 1,395,913 $ 5.20
--------------- ---------------
--------------- ---------------
</TABLE>
Alpine also has a Restricted Stock Plan under which a maximum of 600,000
shares of Alpine common stock have been reserved for issuance. At April 30,
1998, there are 127,062 shares available for issuance. During fiscal 1997 and
1998, noncash compensation expense of $0.9 million and $1.0 million,
respectively, was recorded representing the amortization, over the applicable
vesting period, of the fair market value of common stock issued under the
Restricted Stock Plan.
13. EMPLOYEE BENEFITS
Superior and PRI provide for postretirement employee health care and life
insurance benefits for certain active and retired employees. Superior, for
certain plans, has established a maximum amount it will pay per employee;
therefore, health care cost trends for these plans do not affect the calculation
of the postretirement benefit obligation or its net periodic benefit cost. For
other postretirement plans, if the health care cost trend rate were increased
1%, the portion of the postretirement benefit obligation attributed to these
plans would have increased by 8.9% as of April 30, 1998. The effect of this
change on the aggregate of service and interest cost for fiscal 1998 would be
immaterial.
Certain employees of Superior and PRI participate in defined benefit pension
plans. These plans generally provide for payment of benefits, commencing at
retirement (between the ages of 55 and 65), based on the employee's length of
service and earnings. Plan assets consist principally of cash, short-term
investments, equities and fixed income instruments.
The Company sponsors a nonqualified Supplemental Executive Retirement Plan
("SERP") which is unfunded and provides eligible executives defined pension
benefits based on average earnings, years of service and age of retirement.
F-24
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. EMPLOYEE BENEFITS (CONTINUED)
The change in the projected benefit obligation of the defined benefit
pension plans and the change in the postretirement health care benefits
obligation consisted of the following during fiscal 1997 and 1998:
<TABLE>
<CAPTION>
POSTRETIREMENT
DEFINED BENEFIT HEALTH CARE BENEFITS
PENSION PLANS
-------------------- --------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year... $ 10,078 $ 12,912 $ 1,509 $ 1,495
Impact of acquisitions and new plans............. 2,055 17,220 -- 9,215
Service cost..................................... 290 465 45 65
Interest cost.................................... 801 1,275 112 306
Plan amendments.................................. 305 -- -- --
Actuarial (gain) loss............................ (72) 2,008 -- 621
Benefits paid.................................... (545) (909) (171) (209)
--------- --------- --------- ---------
Benefit obligation at end of fiscal year......... $ 12,912 $ 32,971 $ 1,495 $ 11,493
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The change in plan assets and funded status of the defined benefit pension
plans and postretirement health care benefits consisted of the following during
fiscal 1997 and 1998:
<TABLE>
<CAPTION>
DEFINED BENEFIT POSTRETIREMENT
PENSION PLANS HEALTH CARE BENEFITS
-------------------- ----------------------
1997 1998 1997 1998
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Change in plan assets:
Fair value of plan assets at beginning of
year........................................ $ 10,413 $ 11,136 $ -- $ --
Acquisition................................... -- 16,120 -- --
Actual return on plan assets.................. 978 2,575 -- --
Employer contribution......................... 290 276 171 209
Benefits paid................................. (545) (909) (171) (209)
--------- --------- ---------- ----------
Fair value of plan assets at end of year...... $ 11,136 $ 29,198 $ -- $ --
--------- --------- ---------- ----------
--------- --------- ---------- ----------
Funded status................................... $ (1,776) $ (3,773) $ (1,495) $ (11,493)
Unrecognized actuarial (gain) loss.............. (392) 293 (177) 439
Unrecognized prior service cost................. 2,852 2,611 -- --
Unrecognized transition (asset)................. (368) (321) 156 147
--------- --------- ---------- ----------
Prepaid (accrued) benefit cost.................. $ 316 $ (1,190) $ (1,516) $ (10,907)
--------- --------- ---------- ----------
--------- --------- ---------- ----------
</TABLE>
F-25
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. EMPLOYEE BENEFITS (CONTINUED)
<TABLE>
<CAPTION>
DEFINED BENEFIT POSTRETIREMENT
PENSION PLANS HEALTH CARE BENEFITS
-------------------- ---------------------
1997 1998 1997 1998
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Amounts recognized in the consolidated balance
sheets consist of:
Prepaid benefit cost.......................... $ 435 $ 472 $ -- $ --
Accrued benefit liability..................... (1,371) (3,104) (1,516) (10,907)
Additional minimum liability.................. -- (296) -- --
Intangible asset.............................. 1,252 1,738 -- --
--------- --------- --------- ----------
Prepaid (accrued) benefit cost................ $ 316 $ (1,190) $ (1,516) $ (10,907)
--------- --------- --------- ----------
--------- --------- --------- ----------
</TABLE>
The actuarial present value of the projected pension benefit obligation and
the postretirement health care benefits obligation at April 30, 1997 and 1998
were determined based upon the following assumptions:
<TABLE>
<CAPTION>
DEFINED BENEFIT POSTRETIREMENT
PENSION PLANS HEALTH CARE BENEFITS
-------------------------- -------------------------
1997 1998 1997 1998
------------ ------------ -------------- ---------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Discount rate.......................... 7.5%-8.0% 6.5%-7.0% 7.5%-7.75% 7.00%
Expected return on plan assets......... 7.5%-8.0% 7.5%-9.5% N/A N/A
</TABLE>
The net periodic benefit cost recognized for the defined benefit pension
plans and postretirement health care benefits include the following components
at April 30, 1997 and 1998:
<TABLE>
<CAPTION>
POSTRETIREMENT
DEFINED BENEFIT HEALTH CARE BENEFITS
PENSION PLANS
-------------------- --------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
(IN THOUSANDS)
Components of net periodic benefit cost:
Service cost.............................................. $ 290 $ 465 $ 45 $ 65
Interest cost............................................. 801 1,275 112 306
Expected return on plan assets............................ (808) (1,243) -- --
Amortization of prior service cost........................ 72 199 -- 5
Amortization of transition (asset)........................ (47) (47) 9 9
Recognized net actuarial (gain)........................... -- (3) -- --
--------- --------- --------- ---------
Net periodic benefit cost................................. $ 308 $ 646 $ 166 $ 385
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The Company and its subsidiaries sponsor several defined contribution plans
covering substantially all U.S. and UK employees. The plans provide for limited
company matching of participants' contributions. The Company's contributions
during fiscal 1996, 1997 and 1998 were $0.8 million, $0.9 million and $2.6
million, respectively.
F-26
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. INCOME TAXES
The provision for income tax expense (benefit) for fiscal years 1996, 1997
and 1998 is comprised of the following:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------
<S> <C> <C> <C>
1996 1997 1998
--------- --------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal......................................................................... $ 194 $ 22,759 $ 16,778
State........................................................................... 909 2,128 3,771
Foreign......................................................................... 349 566 6,008
--------- --------- ---------
Total current............................................................... 1,452 25,453 26,557
--------- --------- ---------
Deferred:
Federal......................................................................... -- 16,913 (2,846)
State........................................................................... (53) (1,516) (301)
Foreign......................................................................... (21) 1,284 395
--------- --------- ---------
Total deferred.............................................................. (74) 16,681 (2,752)
--------- --------- ---------
Total income tax expense.................................................... $ 1,378 $ 42,134 $ 23,805
--------- --------- ---------
--------- --------- ---------
</TABLE>
The provision for income tax expense (benefit) differs from the amount
computed by applying the U.S. federal income tax rate of 35% for fiscal years
1996, 1997 and 1998 because of the effect of the following items:
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------
<S> <C> <C> <C>
1996 1997 1998
--------- --------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Continuing operations:
Expected income tax expense at U.S. federal statutory tax rate.................. $ 2,413 $ 41,316 $ 21,589
State income taxes, net of U.S. federal income tax benefit...................... 556 400 2,266
Taxes on foreign income at rates which differ from the U.S. federal statutory
rate.......................................................................... -- 395 115
Gain on reorganization of subsidiary............................................ -- 8,247 --
Nondeductible goodwill amortization............................................. 806 850 1,049
Change in valuation allowance................................................... (1,358) 1,685 (1,935)
Other, net...................................................................... (741) 210 1,589
--------- --------- ---------
Provision for income taxes from continuing operations............................. 1,676 53,103 24,673
Discontinued operations........................................................... (19) -- --
Extraordinary loss................................................................ (279) (10,969) (868)
--------- --------- ---------
Total income tax expense.................................................... $ 1,378 $ 42,134 $ 23,805
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for both
the expected future tax impact of temporary differences arising from assets and
liabilities whose tax bases are different from financial statement amounts and
for the expected future tax benefit to be derived from tax loss carryforwards. A
valuation
F-27
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. INCOME TAXES (CONTINUED)
allowance is established if it is more likely than not that all or a portion of
deferred tax assets will not be realized. Realization of the future tax benefits
of deferred tax assets (including tax loss carryforwards) is dependent on
Alpine's ability to generate taxable income within the carryforward period and
the periods in which net temporary differences reverse. Although no assurance
can be given that sufficient taxable income will be generated for utilization of
certain of the Company's consolidated net operating loss carryforwards or for
reversal of certain temporary differences, the Company believes it is more
likely than not that all of the net deferred tax asset will be realized.
Items that result in deferred tax assets and liabilities and the related
valuation allowance at April 30, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Deferred tax assets:
Inventory................................................................................. $ 2,835 $ 3,568
Sale/leaseback............................................................................ 1,930 1,930
Accruals not currently deductible for tax................................................. 8,557 18,824
Compensation expense related to unexercised stock options and stock grants................ 1,899 1,220
Net operating loss carryforwards.......................................................... 15,261 16,126
Alternative minimum tax credit carryforwards.............................................. 419 2,919
Other..................................................................................... 2,445 3,716
--------- ---------
Total deferred tax assets............................................................. 33,346 48,303
Less valuation allowance.................................................................. 17,863 16,545
--------- ---------
Net deferred tax assets............................................................... 15,483 31,758
--------- ---------
Deferred tax liabilities:
Depreciation.............................................................................. 26,131 32,496
Long-term investments..................................................................... 11,701 20,757
Other..................................................................................... 6,192 12,892
--------- ---------
Total deferred tax liabilities........................................................ 44,024 66,145
--------- ---------
Net deferred tax liability............................................................ $ 28,541 $ 34,387
--------- ---------
--------- ---------
</TABLE>
At April 30, 1998, Alpine had unused net U.S. federal operating loss
carryforwards of approximately $3.0 million that can be used to offset future
taxable income. These loss carryforwards do not include the PRI preacquisition
loss carryforwards discussed below. The net operating loss carryforwards expire
in 2004.
Alpine has entered into certain transactions that have resulted in ownership
changes under Section 382 of the Internal Revenue Code of 1986 which imposes
annual limitations on the amount of future taxable income which may be offset by
Alpine's prechange net operating loss carryforward. The unused portion of the
annual limitations for any year may be carried forward to increase the annual
limitation in succeeding years.
Alpine acquired PRI on December 21, 1994, and from that date forward, PRI
was included in Alpine's consolidated Federal tax return. PRI had net operating
loss carryforwards at the date of its acquisition by Alpine which are available
to offset PRI's future taxable income subject to the imposition of an annual
F-28
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. INCOME TAXES (CONTINUED)
limitation on the utilization of such carryforwards. As of April 30, 1998, PRI
preacquisition net operating loss carryforwards that are subject to the
aforementioned limitation amounted to $15.2 million.
Alpine's tax returns for years subsequent to 1980 have not been reviewed by
the Internal Revenue Service (the "IRS"). Availability of the net operating loss
carryforwards might be challenged by the IRS upon examination of such returns,
which could affect the availability of such carryforwards incurred prior or
subsequent to the aforementioned change in ownership or both. Alpine believes,
however, that any IRS challenges that would limit the utilization of net
operating loss carryforwards would not have a material adverse effect on
Alpine's financial position.
15. COMMITMENTS AND CONTINGENCIES
Total rent expense under cancelable and noncancelable operating leases was
$2.8 million, $3.2 million and $4.6 million for the years ended April 30, 1996,
1997, and 1998, respectively.
At April 30, 1998, future minimum lease payments under noncancelable
operating leases are as follows:
<TABLE>
<CAPTION>
REAL AND
PERSONAL
FISCAL YEAR PROPERTY
- ------------------------------------------------------------------------------------------------ ----------------
<S> <C>
(IN THOUSANDS)
1999.......................................................................................... $ 4,550
2000.......................................................................................... 3,764
2001.......................................................................................... 2,429
2002.......................................................................................... 1,362
2003.......................................................................................... 794
Thereafter.................................................................................... 2,178
-------
$ 15,077
-------
-------
</TABLE>
Approximately 37 % of the Company's total labor force is covered by
collective bargaining agreements. Nine collective bargaining agreements
representing 23% of the total labor force will expire within one year.
As discussed in Note 6, Premier may be required to repurchase the minority
equity interest in Premier for approximately $34.8 million, plus interest
accruing at 8%, compounded annually from the third anniversary to the 180-day
period following the fifth anniversary. As security for this repurchase
obligation, Premier is required to issue, beginning on January 30, 2000, a
standby letter of credit for the benefit of the Premier minority stockholders,
in an amount equal to 15% of the repurchase obligation (as defined) and
escalating to 60% by January 30, 2003. The repurchase obligation has been
further guaranteed by Alpine.
The Company is subject to routine lawsuits incidental to its business. In
the opinion of management, based on its examination of such matters and
discussions with counsel, the ultimate resolution of all pending or threatened
litigation, claims and assessments will have no material adverse effect upon
Alpine's consolidated financial position, liquidity or results of operations.
Certain executives of the Company have employment contracts which generally
provide minimum base salaries, cash bonuses based on the Company's achievement
of certain performance objectives, stock options and restricted stock grants of
Alpine and certain retirement and other employee benefits. Further,
F-29
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. COMMITMENTS AND CONTINGENCIES (CONTINUED)
in the event of termination or voluntary resignation for "good reason"
accompanied by a change in control of Alpine, as defined, such employment
agreements provide for severance payments not in excess of two times annual cash
compensation and bonus and the continuation for stipulated periods of other
benefits, as defined.
16. RELATED PARTY TRANSACTIONS
At April 30, 1998, Alpine has loaned certain officers $958,000 relating to
the tax implications associated with the exercise of stock options and
restricted stock grants. The unpaid balance, which is deducted from
stockholders' equity, bears interest at prime plus 0.5%.
17. PREFERRED STOCK
Alpine has authorized 500,000 shares of preferred stock with a par value of
$1.00 per share. The preferred stock may be issued at the discretion of the
Board of Directors in one or more series with differing terms, limitations and
rights.
At April 30, 1998, Alpine has outstanding 250 shares of 9% Cumulative
Convertible Senior Preferred Stock ("9% Senior Preferred Stock") and 177 shares
of 9% Cumulative Convertible Preferred Stock ("9% Preferred Stock").
The 9% Senior Preferred Stock is senior in ranking to holders of Alpine's
common stock and the 9% Preferred Stock. Each share is convertible at any time
into shares of Alpine common stock at a conversion price of $7.90 per share,
subject to customary adjustments, and is redeemable by Alpine under certain
conditions.
The 9% Senior Preferred Stock carries 100 votes per share, vote as a single
class with Alpine's common stock on all matters submitted to stockholders and
are entitled to vote as a separate class in the event of any proposal to (i)
amend any of the principal terms of the preferred stock; (ii) authorize, create,
issue or sell any class of stock senior to or on a parity with the 9% Senior
Preferred Stock as to dividends or liquidation preference; or (iii) merge into,
consolidate with, or sell all or substantially all of the assets of Alpine to
another entity. The holders of not less than 66 2/3% of the 9% Senior Preferred
Stock must approve any transaction subject to the class voting rights.
The 9% Preferred Stock is convertible into 105 1/2 shares of common stock,
subject to customary adjustments. Alpine may redeem the stock at any time, in
whole or in part at a price equal to the liquidation value per share.
During fiscal 1998, 1,500 shares of 9% Senior Preferred Stock were converted
to 189,873 shares of Common Stock based on a conversion price of $7.90 per
share. During fiscal 1997, 36,649 shares of 8% Cumulative Convertible Senior
Preferred Stock ("8% Preferred Stock") plus accrued dividends were retired in
connection with the American Premier Acquisition (see Note 6). Also during
fiscal 1997, 160,000 shares of 8% Preferred Stock with a par value of $8.0
million were repurchased for $13.2 million. In accordance with generally
accepted accounting principles, the repurchase price paid in excess of the par
value of such preferred stock has been recorded as a redemption premium and,
therefore, as a reduction of net income attributable to common stockholders.
F-30
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. SUBSEQUENT EVENT
On May 5, 1998, Superior TeleCom acquired 51% of the common stock of Cables
of Zion United Works Ltd. ("Cables of Zion"), an Israel-based cable and wire
manufacturer whose common stock is traded on the Tel Aviv Stock Exchange, for
approximately $24 million. Superior TeleCom has a two-year option to purchase an
additional 19% ownership interest in Cables of Zion at the same price per share
paid for its initial 51% investment (as adjusted for inflation). The acquisition
will be accounted for using the purchase method. The purchase price will be
allocated based upon the estimated fair values of assets and liabilities at the
date of acquisition. The excess of the purchase price over the net assets
acquired will be amortized on a straight-line basis over 30 years.
19. SEGMENT INFORMATION
Alpine conducts business in three segments: telecommunications wire and
cable products (through Superior), data communications and electronics (through
DNE), and refractories (through Premier).
The following provides information about each business segment as of April
30, 1996, 1997, and 1998:
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Net sales (a):
Telecommunications wire and cable.......................................... $ 384,237 $ 442,486 $ 491,737
Data communications and electronics........................................ 26,176 21,354 24,862
Refractories............................................................... 113,700 115,954 402,480
---------- ---------- ----------
$ 524,113 $ 579,794 $ 919,079
---------- ---------- ----------
---------- ---------- ----------
Operating income (loss):
Telecommunications wire and cable.......................................... $ 29,885 $ 62,779 $ 77,404
Data communications and electronics........................................ 2,039 (444) 1,856
Refractories............................................................... 6,558 5,525 21,053
Corporate.................................................................. (5,960) (9,744) (11,437)
---------- ---------- ----------
$ 32,522 $ 58,116 $ 88,876
---------- ---------- ----------
---------- ---------- ----------
Identifiable assets at year-end:
Telecommunications wire and cable.......................................... $ 226,282 $ 225,286 $ 219,383
Data communications and electronics........................................ 18,020 14,425 11,317
Refractories............................................................... 97,028 304,151 507,931
Corporate.................................................................. 13,574 44,362 48,229
---------- ---------- ----------
$ 354,904 $ 588,224 $ 786,860
---------- ---------- ----------
---------- ---------- ----------
Depreciation and amortization expense:
Telecommunications wire and cable.......................................... $ 7,575 $ 8,595 $ 9,443
Data communications and electronics........................................ 732 700 602
Refractories............................................................... 4,207 4,966 12,592
Corporate.................................................................. 52 181 160
---------- ---------- ----------
$ 12,566 $ 14,442 $ 22,797
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
F-31
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Capital expenditures:
Telecommunications wire and cable.......................................... $ 9,337 $ 9,294 $ 17,693
Data communications and electronics........................................ 449 513 795
Refractories............................................................... 1,767 3,518 7,961
Corporate.................................................................. 122 538 1,020
---------- ---------- ----------
$ 11,675 $ 13,863 $ 27,469
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
- ------------------------
(a) (i) Five customers in the telecommunications wire and cable segment
accounted for 22%, 17%, 16%, 13% and 13% of net sales in fiscal 1996;
five customers accounted for 19%, 17%, 16%, 14%, and 14% of sales in
fiscal 1997; and five customers accounted for 19%, 19%, 17%, 16% and 13%
of net sales in fiscal 1998.
(ii) Three customers in the refractories segment accounted for a total of 34%
and 32% of net sales in fiscal 1996 and 1997, respectively, of which one
accounted for 15% in 1996. Five customers in the refractories segment
accounted for a total of 23% of net sales in fiscal 1998, of which one
accounted for 11%.
The following provides information about domestic and foreign operations as
of, and for the fiscal years ended, April 30, 1996, 1997 and 1998:
<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Net sales:
United States.............................................................. $ 479,234 $ 516,454 $ 609,531
Canada..................................................................... 44,879 54,908 70,717
Europe..................................................................... -- 8,432 238,831
---------- ---------- ----------
$ 524,113 $ 579,794 $ 919,079
---------- ---------- ----------
---------- ---------- ----------
Operating income:
United States.............................................................. $ 31,919 $ 52,097 $ 61,719
Canada..................................................................... 603 5,714 9,191
Europe..................................................................... -- 305 17,966
---------- ---------- ----------
$ 32,522 $ 58,116 $ 88,876
---------- ---------- ----------
---------- ---------- ----------
Identifiable assets at year-end:
United States.............................................................. $ 322,241 $ 370,133 $ 542,987
Canada..................................................................... 32,663 29,711 45,138
Europe..................................................................... -- 188,380 198,735
---------- ---------- ----------
$ 354,904 $ 588,224 $ 786,860
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
F-32
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
FISCAL 1997 QUARTER ENDED
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30 YEAR
---------- ----------- ----------- ---------- ----------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C>
Net sales........................................... $ 151,447 $ 154,019 $ 121,172 $ 153,156 $ 579,794
Gross profit........................................ 23,964 27,359 21,585 29,095 102,003
Operating income.................................... 13,413 15,385 12,338 16,980 58,116
Gain on sale of subsidiary stock.................... -- 80,397 -- -- 80,397
Minority interest................................... -- (333) (3,059) (4,705) (8,097)
Income from continuing operations................... 4,246 46,941 2,329 3,330 56,846
Extraordinary (loss) on early extinguishment of
debt.............................................. -- (13,412) (5,977) (737) (20,126)
---------- ----------- ----------- ---------- ----------
Net income (loss)........................... $ 4,246 $ 33,529 $ (3,648) $ 2,593 $ 36,720
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
Net income (loss) per diluted share of common stock:
Income from continuing operations............... $ 0.20 $ 2.24 $ 0.12 $ 0.18 $ 2.86
Extraordinary (loss) on early extinguishment of
debt.......................................... -- (0.64) (0.31) (0.04) (1.01)
Preferred stock redemption premium.............. -- (0.25) -- -- (0.26)
---------- ----------- ----------- ---------- ----------
Net income (loss) per diluted share of
common stock (a).......................... $ 0.20 $ 1.35 $ (0.19) $ 0.14 $ 1.59
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
</TABLE>
F-33
<PAGE>
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
FISCAL 1998 QUARTER ENDED
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30 YEAR
---------- ----------- ----------- ---------- ----------
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C>
Net sales........................................... $ 221,070 $ 218,958 $ 206,504 $ 272,547 $ 919,079
Gross profit........................................ 41,938 41,902 37,427 56,580 177,847
Operating income.................................... 23,304 24,087 14,875 26,610 88,876
Minority interest................................... (4,854) (5,241) (4,212) (5,955) (20,262)
Income from continuing operations................... 4,867 5,586 1,322 4,972 16,747
Extraordinary (loss) on early extinguishment of
debt.............................................. (389) (832) -- (243) (1,464)
---------- ----------- ----------- ---------- ----------
Net income.................................. $ 4,478 $ 4,754 $ 1,322 $ 4,729 $ 15,283
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
Net income per diluted share of common stock:
Income from continuing operations............... $ 0.26 $ 0.30 $ 0.07 $ 0.26 $ 0.89
Extraordinary (loss) on early extinguishment of
debt.......................................... (0.02) (0.04) -- (0.01) (0.08)
---------- ----------- ----------- ---------- ----------
Net income per diluted share of common stock
(a)....................................... $ 0.24 $ 0.25 $ 0.07 $ 0.25 $ 0.81
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
</TABLE>
- ------------------------
(a) Net income per diluted share of common stock for the fiscal year is
determined by computing a year-to-date weighted average of the number of
incremental shares included in each quarterly diluted net income per share
calculation. As a result, the sum of net income per share for the four
quarters may not equal the net income per share for the twelve-months ended
April 30, 1997 and 1998.
F-34
<PAGE>
SCHEDULE I
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30,
---------------------
<S> <C> <C>
1997 1998
--------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................................ $ 15,624 $ 5,804
Marketable securities.................................................................... 15,807 15,672
Other current assets..................................................................... 1,619 9,197
--------- ----------
Total current assets................................................................... 33,050 30,673
Investment in consolidated subsidiaries.................................................... 41,815 85,335
Property, plant and equipment, net......................................................... 563 1,227
Long-term investments and other assets..................................................... 13,352 14,764
--------- ----------
Total assets........................................................................... $ 88,780 $ 131,999
--------- ----------
--------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................................... $ 822 $ 739
Accrued expenses......................................................................... 217 3,996
Current portion of long-term debt........................................................ -- 33
Advances and loans from subsidiaries..................................................... 416 2,410
--------- ----------
Total current liabilities.............................................................. 1,455 7,178
Long-term debt, less current portion....................................................... 19,505 22,011
Other long-term liabilities................................................................ 13,394 25,295
--------- ----------
Total liabilities...................................................................... 34,354 54,484
--------- ----------
Stockholders' equity:
9% cumulative convertible preferred stock at liquidation value........................... 1,927 427
Common stock, $.10 par value; authorized 25,000,000 shares; 18,834,256 shares issued in
1997 and 19,865,990 shares issued in 1998.............................................. 1,883 1,986
Capital in excess of par value........................................................... 113,459 136,598
Cumulative translation adjustment........................................................ (1,316) (814)
Unrealized loss on securities available for sale, net of deferred tax.................... (716) --
Accumulated deficit...................................................................... (48,048) (32,834)
--------- ----------
67,189 105,363
Shares of common stock in treasury, at cost; 1997, 1,612,047 shares;
1998, 2,704,732 shares................................................................. (12,130) (26,890)
Receivable from stockholders............................................................. (633) (958)
--------- ----------
Total stockholders' equity............................................................. 54,426 77,515
--------- ----------
Total liabilities and stockholders' equity........................................... $ 88,780 $ 131,999
--------- ----------
--------- ----------
</TABLE>
F-35
<PAGE>
SCHEDULE I
(CONTINUED)
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
-------------------------------
<S> <C> <C> <C>
1996 1997 1998
--------- --------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues:
Interest income................................................................. $ 1,357 $ 1,902 $ 3,808
Intercompany interest........................................................... 18,517 14,298 37
Gain on sale of subsidiary...................................................... -- 80,397 --
Other income.................................................................... -- 73 43
--------- --------- ---------
19,874 96,670 3,888
--------- --------- ---------
Expenses:
General and administrative...................................................... 5,960 8,086 5,064
Interest expense................................................................ 20,571 14,825 2,665
Other expense................................................................... 33 -- --
--------- --------- ---------
26,564 22,911 7,729
--------- --------- ---------
(6,690) 73,759 (3,841)
(Provision) benefit for income taxes.............................................. -- (34,912) 1,435
--------- --------- ---------
(6,690) 38,847 (2,406)
Equity in net income (loss) of subsidiaries before extraordinary (loss) (a)....... 6,893 17,289 18,764
--------- --------- ---------
Income before extraordinary (loss)................................................ 203 56,136 16,358
Extraordinary (loss) on early extinguishment of debt.............................. (2,053) (19,416) (1,075)
--------- --------- ---------
Net income (loss)............................................................... $ (1,850) $ 36,720 $ 15,283
--------- --------- ---------
--------- --------- ---------
</TABLE>
- ------------------------
(a.) Equity in net income (loss) of subsidiaries before extraordinary (loss)
includes losses from discontinued operations of $2.2 million in fiscal 1996
(see Note 7).
F-36
<PAGE>
SCHEDULE I
(CONTINUED)
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
------------------------------------
<S> <C> <C> <C>
1996 1997 1998
----------- ----------- ----------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C> <C>
Cash provided by operating activities....................................... $ 7,798 $ 5,298 $ 2,234
----------- ----------- ----------
Cash flows from investing activities:
Capital expenditures...................................................... (122) (538) (1,020)
Investment in/sale of subsidiaries........................................ (3,157) -- --
Proceeds from (investment in) marketable securities....................... (6,218) (8,094) 135
Payments received from subsidiary preferred stock......................... -- 11,300 --
Dividends received from subsidiaries, net of tax.......................... -- 78,159 507
Loan/advances to PolyVision Corporation................................... (3,086) (2,467) (145)
Other..................................................................... -- -- 248
----------- ----------- ----------
Cash provided by (used for) investing activities............................ (12,583) 78,360 (275)
----------- ----------- ----------
Cash flows from financing activities:
Short-term borrowings (repayments)........................................ (21,000) -- --
Borrowings under revolving credit facility, net........................... 48,654 (48,654) --
Long-term borrowings...................................................... 149,802 -- 10,665
Repayments of long-term borrowings........................................ (1,701) (135,535) (9,840)
Capitalized financing costs............................................... (9,208) -- (400)
Dividends on preferred stock.............................................. (720) (575) (69)
Proceeds from stock options exercised..................................... 120 1,835 2,618
Advances and loans to subsidiaries, net................................... (169,926) 141,232 108
Redemption of preferred stock............................................. -- (15,026) --
Purchase of treasury shares............................................... (3,656) (11,994) (14,760)
Other..................................................................... (196) -- (101)
----------- ----------- ----------
Cash used for financing activities.......................................... (7,831) (68,717) (11,779)
----------- ----------- ----------
Net (decrease) increase in cash and cash equivalents........................ (12,616) 14,941 (9,820)
Cash and cash equivalents at beginning of year.............................. 13,299 683 15,624
----------- ----------- ----------
Cash and cash equivalents at end of year.................................... $ 683 $ 15,624 $ 5,804
----------- ----------- ----------
----------- ----------- ----------
Supplemental cash flow disclosures:
Cash paid for interest.................................................... $ 13,973 $ 18,134 $ 2,521
----------- ----------- ----------
----------- ----------- ----------
Cash paid (refunded) for income taxes, net................................ $ -- $ 18,895 $ (3,592)
----------- ----------- ----------
----------- ----------- ----------
</TABLE>
F-37
<PAGE>
SCHEDULE I
THE ALPINE GROUP, INC.
(PARENT COMPANY)
APPENDIX A
<TABLE>
<CAPTION>
APRIL 30,
<S> <C> <C>
1997 1998
--------- ---------
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
Long-term debt consists of:
12.25% Senior Secured Notes (due 2003, principal amount $21.1 million and $12.1 million at
April 30, 1997 and 1998)................................................................ $ 19,382 $ 11,361
Term loan (due 2001, interest at Eurodollar rate plus 1.5%)............................... -- 10,000
Other..................................................................................... 123 683
--------- ---------
19,505 22,044
Less current portion........................................................................ -- 33
--------- ---------
$ 19,505 $ 22,011
--------- ---------
--------- ---------
</TABLE>
Minimum current maturities of long-term debt outstanding as of April 30, 1998
are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR AMOUNT
- ------------------------------------------------------------------------------- -------------
<S> <C>
(IN
THOUSANDS)
1999........................................................................... $ 33
2000........................................................................... 36
2001........................................................................... 10,048
2002........................................................................... 48
2003........................................................................... 11,421
Thereafter..................................................................... 458
-------------
$ 22,044
-------------
-------------
</TABLE>
F-38
<PAGE>
Exhibit 10(uu)
[LETTERHEAD]
As of May 1, 1998
The Alpine Group, Inc.
1790 Broadway, Suite 1500
New York, NY 10019-1412
Re: Services Agreement dated as of October 2, 1996 by and between
The Alpine Group, Inc. and Superior Telecom Inc., as amended by
letter agreement dated as of May 1, 1997 (as so amended the "Agreement")
Gentlemen:
This will memorialize our agreement to extend the captioned Agreement
for a term commencing as of the date hereof and expiring April 30, 1999, it
being understood that in consideration for your rendering the services
provided for under the Agreement, the undersigned shall continue to pay to
you the annual $2,717,000 service fee and other reimbursable amounts as
payable thereunder in the manner provided for under the Agreement.
The terms of this extension have been approved by the Audit Committee of
the Board of Directors of Superior Telecom Inc.
As modified hereby the Agreement is hereby expressly ratified and
confirmed.
If the foregoing conforms with your understanding of the agreement
reached between us, kindly execute a copy of this letter so indicating.
Very truly yours,
Agreed to as of the date first
hereinabove set forth SUPERIOR TELECOM INC.
THE ALPINE GROUP, INC.
By: /s/ Bragi F. Schut By: /s/ Steven S. Elbaum
---------------------------- -------------------------------
Bragi F. Schut Steven S. Elbaum
Its: Executive Vice President Its: President and
cc: Gary Edwards X Chief Executive Officer
<PAGE>
Exhibit 21
<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Organization
- ---------- ---------------
<S> <C>
Superior TeleCom Inc. Delaware
Superior Telecommunications Inc. Georgia
Superior Cable Corporation Manitoba
DNE Systems, Inc. Delaware
Premier Refractories International Inc. Delaware
Premier Refractories Inc. Delaware
Premier Refractories (Belgium) SA Belgium
API Technologies, Inc. Delaware
Globe Refractoires, Inc. Delaware
Premier Services Corporation Delaware
Adience Canada, Inc. Ontario
Premier Refractories Canada Ltd. Ontario
Premier Refractories (Holdings) Ltd. Great Britian
Premier Refractories (France) SA France
Premier Refractories (Italiana) Srl Italy
Premier Refractories (Deutschland) GmbH Germany
</TABLE>
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 10, 1998, included in this Form 10-K, into The Alpine
Group, Inc.'s previously filed Registration Statements on Forms S-8 (File Nos.
333-16703, 2-70015 and 33-62544) and on Forms S-3 (File Nos. 33-30246 and
33-53434).
Arthur Andersen LLP
Atlanta, Georgia
July 24, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> APR-30-1998
<CASH> 17,841
<SECURITIES> 15,672
<RECEIVABLES> 153,016
<ALLOWANCES> 2,996
<INVENTORY> 134,570
<CURRENT-ASSETS> 348,845
<PP&E> 235,170
<DEPRECIATION> 39,657
<TOTAL-ASSETS> 786,860
<CURRENT-LIABILITIES> 208,773
<BONDS> 0
0
427
<COMMON> 1,986
<OTHER-SE> 75,102
<TOTAL-LIABILITY-AND-EQUITY> 786,860
<SALES> 919,079
<TOTAL-REVENUES> 919,079
<CGS> 741,232
<TOTAL-COSTS> 741,232
<OTHER-EXPENSES> (33)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,516
<INCOME-PRETAX> 61,682
<INCOME-TAX> 24,673
<INCOME-CONTINUING> 16,747
<DISCONTINUED> 0
<EXTRAORDINARY> (1,464)
<CHANGES> 0
<NET-INCOME> 15,283
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.81
</TABLE>
