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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the Securities
------- Act of 1934
For the quarterly period ended September 28, 1996
------------------
OR
Transition report pursuant to Section 13 or 15 (d) of the Securities
------- Act of 1934
For the transition period from to
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Commission file number 1-12164
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WOLVERINE TUBE, INC.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0970812
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(State or other jurisdiction of ( I.R.S. Employer
incorporation or organization) Identification No.)
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35806
--------------------------------- -----
(Address of principal executive offices) (Zip Code)
(205) 353-1310
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each class of common stock, as of
the latest practicable date:
Class Outstanding at October 15, 1996
----------------- -------------------------------
Common Stock, par value $0.01 per share 13,835,297 shares
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WOLVERINE TUBE, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
PART I Financial Information
Item 1. Financial Statements
(unaudited)
Condensed Consolidated Statements of Income -
Three and Nine-Month Periods Ended September 28, 1996 and
September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Condensed Consolidated Balance Sheets -
September 28, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Cash Flows -
Nine-Month Periods Ended September 28, 1996 and
September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Condensed Consolidated
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 10
PART II Other Information
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . 18
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
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WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three-month period ended: Nine-month period ended:
---------------------------- ----------------------------
September 28 September 30, September 28 September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales.......................................... $168,653 $159,914 $528,346 $504,123
Cost of goods sold................................. 145,806 141,708 456,501 439,493
-------- -------- -------- --------
Gross profit....................................... 22,847 18,206 71,845 64,630
Selling, general and administrative expenses....... 5,046 4,544 16,250 16,985
-------- -------- -------- --------
Income from operations............................. 17,801 13,662 55,595 47,645
Other expenses:
Interest expense................................. 2,287 2,003 6,918 6,656
Nonrecurring charge.............................. ---- 862 ---- 862
Amortization and other, net...................... 351 202 979 815
-------- -------- -------- --------
Income before income taxes......................... 15,163 10,595 47,698 39,312
Income taxes....................................... 5,583 3,606 17,421 14,264
-------- -------- -------- --------
Net income......................................... 9,580 6,989 30,277 25,048
Less: Preferred stock dividends.................... (70) (70) (210) (210)
-------- -------- -------- --------
Net income applicable to common shares............. $ 9,510 $ 6,919 $ 30,067 $ 24,838
======== ======== ======== ========
Net income per share............................... $ 0.67 $ 0.49 $ 2.12 $ 1.76
======== ======== ======== ========
Weighted average number of common and
common equivalent shares......................... 14,215 14,189 14,191 14,099
======== ======== ======== ========
</TABLE>
2
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WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
September 28, December 31,
1996 1995
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Current assets: (Unaudited) (Note)
<S> <C> <C>
Cash and equivalents............................................... $ 5,734 $ 5,494
Accounts receivable, net........................................... 88,097 80,940
Inventories........................................................ 67,261 55,237
Prepaid expenses and other......................................... 1,361 170
--------- ---------
Total current assets............................................ 162,453 141,841
Property, plant and equipment, net.................................. 149,996 148,876
Deferred charges and intangible assets, net......................... 84,372 61,239
Prepaid pension obligations......................................... 8,075 5,269
--------- ---------
Total assets.................................................... $ 404,896 $ 357,225
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................... $ 37,415 $ 37,400
Accrued liabilities................................................ 11,347 10,435
Deferred income taxes.............................................. 1,658 1,647
Revolving credit facility.......................................... 10,935 ----
--------- ---------
Total current liabilities....................................... 61,355 49,482
Deferred income taxes............................................... 26,211 23,132
Long-term debt...................................................... 100,490 100,547
Postretirement benefit obligations.................................. 13,148 12,774
Accrued environmental remediation................................... 4,154 4,690
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Total liabilities............................................... 205,358 190,625
Minority interest 74 74
Redeemable cumulative preferred stock, par value $1 per share;
20,000 shares issued and outstanding at September 28, 1996 and
December 31, 1995 ................................................. 2,000 2,000
Stockholders' equity:
Cumulative preferred stock, par value $1 per share;
500,000 shares authorized......................................... ---- ----
Common stock, par value $.01 per share; 20,000,000 shares
authorized, 13,835,297 and 13,669,603 shares issued and outstanding
at September 28, 1996 and December 31, 1995, respectively.......... 138 137
Additional paid-in capital......................................... 95,945 93,189
Retained earnings.................................................. 108,279 78,212
Accumulated currency translation adjustment........................ (6,898) (7,012)
--------- ---------
Total stockholders' equity...................................... 197,464 164,526
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Total liabilities, redeemable cumulative preferred stock
and stockholders' equity....................................... $ 404,896 $ 357,225
========= =========
</TABLE>
Note: The Balance Sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
3
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WOLVERINE TUBE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Nine-month period ended:
-------------------------------
September 28, September 30,
1996 1995
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<S> <C> <C>
OPERATING ACTIVITIES
Net income....................................................... $30,277 $25,048
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization................................. 12,179 13,329
Deferred taxes................................................ 2,076 (657)
Changes in operating assets and liabilities:
Accounts receivable.......................................... (4,093) (15,061)
Inventories.................................................. (10,776) 209
Prepaid expenses and other................................... (1,379) (420)
Accounts payable............................................. (179) 563
Accrued liabilities.......................................... (2,199) (2,651)
------- -------
Net cash provided by operating activities........................ 25,906 20,360
INVESTING ACTIVITIES
Additions to property, plant and equipment....................... (4,602) (12,555)
Proceeds received from sale of assets............................ ---- 130
Purchase of subsidiary........................................... (34,305) ----
Other............................................................ ---- 98
------- -------
Net cash (used) by investment activities......................... (38,907) (12,327)
FINANCING ACTIVITIES
Net borrowing (repayment) under revolving credit facility, net... 10,935 (8,500)
Issuance of common stock......................................... 2,547 974
Principal payments on long-term debt and
capitalized lease obligations.................................. (57) (220)
Dividends paid .................................................. (210) (210)
------- -------
Net cash provided (used) by financing activities................. 13,215 (7,956)
Effect of exchange rate on cash and equivalents.................. 26 138
------- -------
Net increase in cash............................................. 240 215
Cash and equivalents beginning of period......................... 5,494 108
------- -------
Cash and equivalents end of period............................... $ 5,734 $ 323
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
4
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 28, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries after
elimination of significant intercompany accounts and transactions. The
accompanying condensed financial statements have been prepared in accordance
with instructions to Form 10-Q and do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying condensed financial statements (and all
information in this report) have not been examined by independent auditors;
but, in the opinion of management all adjustments, which consist of normal
recurring accruals necessary for a fair presentation of the results for the
periods, have been made. The results of operations for the three-month and
nine-month periods ended September 28, 1996 are not necessarily indicative of
the results of operations that may be expected for the year ending December 31,
1996. For further information, refer to the consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K for the year
ended December 31, 1995.
On September 6, 1996 the Company completed the acquisition of the
outstanding stock of Tube Forming, Inc., and selected assets from two related
entities for $34.3 million. The acquisition was financed with existing cash
holdings of $14.3 million and borrowings under the Company's revolving credit
facility of $20.0 million.
The Company uses its internal operational reporting cycle for quarterly
financial reporting.
NOTE 2 - CONTINGENCIES
The Company is subject to extensive U.S. and Canadian federal, state,
provincial and local environmental laws and regulations. These laws, which are
constantly changing, regulate among other things the discharge of materials
into the environment. The Company has received various communications from
regulatory authorities concerning certain environmental matters and currently
is named as a potentially responsible party ("PRP") at one waste disposal site.
Oklahoma City, Oklahoma
The Company is one of a number of PRPs named by the Environmental
Protection Agency (EPA) with respect to the soil and groundwater contamination
at the Double Eagle Refinery Superfund site in Oklahoma City, Oklahoma. The
costs associated with the cleanup of this site will be entirely borne by the
PRP group, as the site owner is currently bankrupt. In
5
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March 1993, twenty-three PRPs named with respect to the soil contamination of
the site, including the Company, submitted a settlement offer to the EPA. The
PRPs offered to pay the EPA $2,200,000 in return for an agreement with the EPA
and the State of Oklahoma to release those PRPs from all liability concerning
soil contamination at the site. The Company's portion of the settlement offer
is $272,188.
On June 30, 1995, the EPA responded to the PRP's offer with two settlement
options and a proposed consent order pursuant to which the settlement would be
effectuated. Under the first option, the EPA would accept the PRP's offer but
could reopen the settlement if the EPA's cost to remediate the site exceeds
$12.0 million. Such excess would be allocated pro rata based on each company's
contribution to the original settlement. The second option allows each PRP to
pay a certain amount based upon the EPA's worst-case cost scenario to
remediate the site and receive complete protection from reopening the
agreement. Under this option, Wolverine's contribution to the settlement would
be approximately $347,355. In February 1996, the Company notified the EPA, the
United States Department of Interior and the Oklahoma Department of Wildlife
that it planned to accept the second settlement option pending final resolution
of consent order language and volumetric reallocation. Under this settlement
option, the Company would pay $347,355 for remediation response costs and
$8,464 for natural resource damages. To date the Company has not received a
response from any of the above named parties regarding this settlement
agreement.
Decatur, Alabama
The Company has received an order under Section 3008(h) of the Resource
Conservation and Recovery Act (RCRA) to perform a facilities investigation of
its site in Decatur, Alabama, including a portion of the site where wastes were
buried (the "Burial Site"). Contamination of the entire site is probable and
should the EPA decide to order remediation, remediation, monitoring, legal and
other costs are estimated to be $2,250,000. Under a purchase agreement and a
subsequent agreement between the Company and the Henley Group, Inc. ("Henley"),
Henley took control of investigating the Burial Site and indemnified the
Company from the cost of investigation and any required cleanup of the Burial
Site. The agreements stipulate that after February 1997, any additional cost
of investigation and required cleanup be shared between the Company and Henley
on a dollar for dollar basis. In addition, during February 1997, the Company
may release Henley from indemnification of the site in lieu of a $750,000
settlement payment from Henley. The Company is evaluating these options under
the agreements. These agreements expire on December 31, 1999, and the
potential liability, if any, at that time reverts back to the Company.
New Westminster, British Columbia
In 1993, the Company commissioned a series of environmental assessments of
its properties in Canada which were purchased in 1988 from Noranda Metal
Industries Limited ("NMI") (collectively with its parent, Noranda, Inc.,
"Noranda"). These assessments resulted in the finding of PCBs above
permissible limits at the New Westminster facility and in an adjacent tidal
flat of the Fraser River. Additional findings include traces of PCBs within
the Montreal
6
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facility, as well as the presence of heavy metal and other contaminants at the
New Westminster and Montreal facilities.
On October 13, 1993, the Company filed a statement of claim against
Noranda and other parties, contending that Noranda is liable for substantially
all of the cleanup costs at New Westminster and Montreal under the
environmental indemnity contained in the purchase agreement and that Noranda
materially breached the agreement by failing, among other things, to provide
full and complete disclosure of the condition of the facilities. The Statement
of Claim seeks certain declaratory judgments, specific performance of the
agreement, and general specific prospective damages of up to $25,000,000
(Canadian).
The Ministry of Environment, Lands and Parks of the Province of British
Columbia (the "B.C. Ministry") has issued a Pollution Abatement Order to the
Company and NMI regarding the New Westminster facility and a tidal flat in the
Fraser River immediately adjacent to an outfall from this property's drainage
system. The order requires the Company and NMI to prevent discharge of
contaminants from the property, to undertake further investigation of this site
and to prepare a remediation plan and implementation schedule for cleanup of
the contaminated area, including the Fraser River.
Operations at the New Westminster facility were discontinued in April
1991, and the facility was sold in November 1995 to Juker Holdings Ltd.
("Juker"). Terms of the sales agreement provide that Juker assume
responsibility for the remediation of the New Westminster and neighboring
properties (excluding the Fraser River) and indemnify Wolverine from any
liability with respect to the remediation of the Property.
On December 21, 1995, the B.C. Ministry issued a letter amending the
Pollution Abatement Order requiring Wolverine and NMI to submit by February 24,
1996 (subsequently extended to April 26, 1996), a detailed implementation work
plan incorporating comments contained in the letter, for remediation of the
Property and the Fraser River. As provided under the sales agreement, Juker
responded to the B.C. Ministry comments as they relate to the Property. The
B.C. Ministry approved the plan, and Juker has submitted a report to the B.C.
Ministry which concludes that the remediation is complete.
Wolverine also anticipates that significant costs could be incurred in
remediating the PCB and other contamination in the vicinity of the Fraser
River. The B.C. Ministry has approved the plan submitted by NMI as it relates
to the contamination in the vicinity of the Fraser River. NMI has begun the
remediation of the Fraser River as outlined in this plan. Wolverine continues
to believe that Noranda should be held entirely responsible for the study and
remediation costs related to the Fraser River. If, however, the Company is
forced to bear a substantial portion of these costs, and the remediation plan
selected by the B.C. Ministry requires significant expenditures, then these
costs could have a material adverse effect on the Company's consolidated
financial position, results of operations and liquidity.
7
<PAGE> 9
Although the Company believes that Noranda and NMI together have
sufficient financial resources to meet whatever liability they might face as a
result of the Ontario Litigation and the B.C. Order, preliminary discovery has
suggested that NMI alone would not have sufficient resources to bear these
expenses.
Montreal, Quebec
The Company has no obligation to remediate the soil contamination at its
Montreal facility under current Quebec statutes. The Company has instituted a
program to prevent further contamination and is monitoring the existing
contamination. The traces of PCBs within the Montreal facility have been
remediated. The Company intends to continue to operate its Montreal facility
and does not intend to remediate the heavy metal contamination; thus, no
estimate has been made of the costs to remove the heavy metal from the soil and
no amount has been accrued in the accompanying consolidated financial
statements.
Ardmore, Tennessee
On December 28, 1995, the Company entered into a Consent Order and
Agreement with the Tennessee Division of Superfund (the "Tennessee Division")
relating to the Company's Ardmore Facility (the "Ardmore Facility") under
which the Company agreed to conduct a preliminary investigation regarding
whether the volatile organics in and near the municipal drinking water supply
are related to the Ardmore Facility and, if necessary, to undertake any
appropriate response. That investigation has disclosed contamination,
including elevated concentrations of certain volatile and organic compounds,
in soils in certain areas of the Ardmore Facility and also has disclosed
elevated levels of certain volatile organic compounds in the shallow residuum
groundwater zone at the Ardmore Facility. Under the terms of the Consent
Order and Agreement, the Company submitted a Remediation Investigation and
Feasibility Study ("RI/FS") work plan to the Tennessee Division for review,
comment and approval on September 27, 1996. The RI/FS is expected to commence
before December 1, 1996. Based on the available information, and recognizing
that the nature and scope of remediation will be affected by the results of the
RI/FS, Wolverine preliminary estimates a range of between $670,000 and
$1,000,000 to investigate and remediate this site.
A recent report of a 1995 EPA site inspection of the Ardmore Facility
recommended further action for the site. The Company believes, however, that
because the Tennessee Division is actively supervising an ongoing investigation
of the Ardmore Facility, it is unlikely that EPA will intervene and take
additional action. If the EPA should intervene, however, the Company could
incur additional costs for any required further investigation or remedial
action.
Greenville, Mississippi
Following the Company's acquisition of its Greenville, Mississippi
facility (the "Greenville Facility"), a preliminary investigation disclosed
volatile organic contaminants in soil and ground water at the site. Based on
further investigation, it appears that the contamination has
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not spread off site. The Company expects to enter a consent order with the
Mississippi Department of Environmental Quality ("MDEQ") for a pilot study
program which will help determine the effectiveness of certain technology
tentatively identified for remediation and which will also help define the
scope of remediation for the site. While the Company's consultants and the
MDEQ have not finalized the remediation plan, total investigative and remedial
costs could reach $1,378,000, depending on the remediation plan ultimately
adopted. Applicable costs of testing and remediation required at the Greenville
Facility will be shared with the former owners of the facility on a dollar for
dollar basis, not to exceed $750,000, pursuant to the terms of an Escrow
Agreement established at the time of the Company's 1994 acquisition of the
Greenville Facility.
The Company has accrued environmental remediation costs of $4,154,000 at
September 28, 1996, consisting primarily of $208,000 for estimated remediation
costs for the London and Fergus Facilities, $2,231,000 for the Decatur
Facility, $689,000 for the Greenville Facility, and $1,026,000 for the Ardmore
Facility and the Double Eagle disposal sites. Based on information currently
available, the Company believes that the costs of these matters are not
reasonably likely to have a material adverse effect on the Company's
consolidated financial condition, results of operations or liquidity.
NOTE 3 - INVENTORIES
<TABLE>
<CAPTION>
Inventories are as follows: September 28, December 31,
1996 1995
- --------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Finished Products $10,594 $11,530
Work-in-process 24,129 20,757
Raw materials and supplies 32,538 22,950
- --------------------------------------------------------------------------------
$67,261 $55,237
================================================================================
</TABLE>
NOTE 4 - INTEREST EXPENSE, NET
Interest expense is net of interest income and capitalized interest of $285,000
and $562,000 for the three-month period ended September 28, 1996 and September
30, 1995, respectively, and $884,000 and $1,535,000 for the nine-month period
ended September 28, 1996 and September 30, 1995, respectively.
9
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three-Month Period Ended September 28, 1996 Compared to
Three-Month Period Ended September 30, 1995
For the three months ended September 28, 1996, consolidated net sales
were $168.7 million compared with $159.9 million in the three-month period
ended September 30, 1995. The increased sales for the three-month period this
year versus last year were attributable to increased shipments and fabrication
charges which were partially offset by a decrease in the price of copper. The
average COMEX price of copper was $0.91 per pound in the most recent
three-month period compared with $1.36 per pound in the same period last year.
The primary impact to Wolverine of lower copper prices is lowered net sales and
cost of goods sold. The Company uses various strategies to minimize the effect
of fluctuations in copper prices on the Company's earnings.
Total pounds shipped for the three-month period of 1996 increased to
89.4 million pounds compared with 74.8 million pounds a year ago. Shipments of
commercial tube increased 10.2% primarily as a result of increased shipments of
industrial tube used in residential air-conditioning and appliance applications
and increased shipments of technical tube used in the production of large
commercial air conditioning units. In order to capitalize on the prevailing
increase in fabrication charges for the wholesale products in the industry, the
Company increased its offering of those products in the United States, which
resulted in a 60.7% increase in the Company's shipment of those products.
Shipments of rod, bar and strip products increased 15.7% primarily due to
increased shipments of rod and bar products to aluminum refineries.
Consolidated gross profit increased to $22.8 million in the three-month
period of 1996 compared to $18.2 million in the three-month period of 1995.
This gross profit improvement was due to increased shipments and fabrication
charges and decreased manufacturing costs resulting from efficiencies realized
from the completion of several capital projects completed in 1995.
Consolidated selling, general and administrative expenses for the
three-month period of 1996 were $5.0 million compared to $4.5 million for the
three-month period of 1995. This increase was primarily the result of
increased professional fees and general management salaries.
Consolidated net interest expense for the three-month period of 1996
was $2.3 million compared to $2.0 million for the three-month period in 1995.
Increased interest income on cash and equivalents have partially offset
decreased capitalized interest resulting from the completion of several capital
projects and increased interest expense resulting from the borrowings to
finance the purchase of Tube Forming Inc. ("TFI") in September 1996.
10
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During the third quarter of 1995, the Company recorded a nonrecurring
charge of $862,000 ($685,000 after tax) relating to the costs of the Secondary
Stock Offering that was completed in September 1995.
During the third quarter of 1995, the Company reached a favorable
settlement with the Internal Revenue Service regarding audits of prior year tax
returns, which resulted in a one-time reduction of certain reserves established
in connection with the audits. Consequently, the effective tax rate for the
three-month period ended September 28, 1996 was 36.8% as compared to 34.0% for
the three-month period ended September 30, 1995.
Consolidated net income for the third quarter of 1996 was $9.6 million,
or $0.67 per share, on 14.2 million average shares outstanding, compared with a
$7.0 million, or $0.49 on 14.2 million shares outstanding for the third quarter
of 1995. Included in the results for the third of 1995, is the $685,000 or $.05
per share one-time, after tax charge for costs relating to the Secondary Stock
Offering. Adjusting for this one-time, after tax charge, earnings per share
for the third quarter of 1995 were $0.54.
Nine-Month Period Ended September 28, 1996 Compared to
Nine-Month Period Ended September 30, 1995
For the nine-months ended September 28, 1996, consolidated net sales
were $528.3 million compared with $504.1 million in the nine-month period ended
September 30, 1995. The increased sales for the nine-month period this year
versus last year were attributable to increased shipments and fabrication
charges which were partially offset by a decrease in the price of copper. The
average COMEX price of copper was $1.08 per pound in the most recent nine-month
period compared with $1.36 per pound in the same period last year. The primary
impact to Wolverine of lower copper prices is lowered net sales and cost of
goods sold. The Company uses various strategies to minimize the effect of
fluctuations in copper prices on the Company's earnings.
Total pounds shipped for the nine-month period of 1996 increased to
261.9 million pounds compared with 236.5 million pounds a year ago. Shipments
of commercial tube increased 3.4% as a result of modest increases in shipments
of both industrial tube used in residential air-conditioning and appliance
applications and technical tube used in the production of large commercial air
conditioning units. Shipments of wholesale products increased 56.7% as the
Company increased its offering of those products in the United States in order
to capitalize on prevailing increases in fabrication charges of those products
in the industry. Sales of rod and bar products to the metal refining industry
increased, but they were offset by reduced shipments of strip products used in
coinage applications during the period, resulting in relatively stable
shipments of the Company's rod, bar and strip products.
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Consolidated gross profit increased to $71.8 million in the first
nine-month period of 1996 compared to $64.6 million in the first nine-month
period of 1995. This gross profit improvement was due to increased shipments
and fabrication charges and decreased manufacturing costs resulting from
efficiencies realized from the completion of several capital projects
completed in 1995.
Consolidated selling, general and administrative expenses for the
nine-month period of 1996 were $16.3 million compared to $17.0 million for the
nine-month period of 1995. This decrease was primarily the result of
decreased incentive expenses as operational results did not exceed planned
levels, and decreased pension expenses resulting from the pension plan's
investment performance which was partially offset by increased professional
fees and general management salaries.
Consolidated net interest expense for the nine-month period of 1996 was
$6.9 million compared to $6.7 million in the nine-month period of 1995.
Increased interest income on cash and equivalents have partially offset
decreased capitalized interest resulting from the completion of several capital
projects and increased interest expense resulting from the borrowings to
finance the purchase of TFI in September 1996.
During the nine-month period ended September 30, 1995, the Company
recorded a nonrecurring charge of $862,000 ($685,000 after tax) relating to the
costs of the Secondary Stock Offering that was completed in September 1995.
During the third quarter of 1995, the Company reached a favorable
settlement with the Internal Revenue Service regarding audits of prior year tax
returns, which resulted in a one-time reduction of certain reserves established
in connection with the audits. During the first quarter of 1996, the Company's
effective tax rate was reduced as a result of a tax reorganization of the
Canadian operations. Consequently, the effective tax rate for the nine-month
period ended September 28, 1996 was 36.5% as compared to 36.3% for the
nine-month period ended September 30, 1995.
Consolidated net income for the nine-months ended September 28, 1996
was $30.3 million, or $2.12 per share, on 14.2 million average shares
outstanding, compared with a $25.0 million, or $1.76 on 14.1 million shares
outstanding for the nine-months ended September 30, 1995. Included in the
results for the nine-month period ended September 30, 1995, is the $685,000 or
$.05 per share one-time, after tax charge for costs relating to the Secondary
Stock Offering. Adjusting for this one-time, after tax charge, earnings per
share for the nine-month period ended September 30, 1995 is $1.81.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities is the Company's primary
source of liquidity and totaled $25.9 million during the first nine-months of
1996 compared to $20.4 million in the first nine-months of 1995. The change
was primarily due to the increase in net income for the
12
<PAGE> 14
1996 period compared to the 1995 period. The $4.1 million increase in net
accounts receivable from the December 31, 1995 balance sheet is due to
increased shipments in the first nine-months of 1996 compared to the last
nine-months of 1995 which was partially offset by declining COMEX copper
prices. The $10.8 million increase in inventories from the December 31, 1995
balance sheet is due to increased shipments at higher sales volumes in the
first nine-months of 1996 compared to the last nine-months of 1995.
The Company has an unsecured credit agreement with a group of banks.
The credit agreement, as amended in June 1996, (i) provides an aggregate
available revolving credit facility limit of $75.0 million, (ii) has up to a
Cdn. $13.5 million sublimit available to Wolverine Tube (Canada) Inc., (iii)
matures in full in March 1998, and (iv) bears interest, at the Company's
election, at a floating base rate which is either the federal funds effective
rate, plus a specified margin of .50% to 1.50%, or LIBOR plus a specified
margin of .25% to 1.00%. As of September 28, 1996 there were $10.9 million
outstanding borrowings under the agreement.
The Company's $99 million, 10.125% Senior Subordinated Notes due
September 1, 2002, are redeemable at the option of the Company beginning on
September 1, 1997, at rates ranging from 103.80% in 1997 to 100% in 2000. In
the event that the Company elects to redeem these notes, it would require the
use of other long-term financing.
On September 6, 1996 the Company completed the acquisition of the
outstanding stock of Tube Forming, Inc., and selected assets from two related
entities for $34.3 million. The acquisition was financed with existing cash
holdings of $14.3 million and borrowings under the Company's revolving credit
facility of $20.0 million.
Capital expenditures were $4.6 million for the first nine-months of
1996 and $12.6 million for the first nine-months of 1995. The Company
currently expects to spend approximately $8.0 million in 1996 under its
existing capital improvement program. The Company believes that it will be
able to satisfy its existing working capital needs, interest obligations and
capital expenditure requirements with cash flow from operations and funds
available from the credit agreement.
ENVIRONMENTAL
The Company's facilities and operations are subject to extensive
environmental laws and regulations. During the nine-month period ended
September 28, 1996, the Company spent approximately $1.5 million on
environmental matters which include remediation costs, monitoring costs and
legal and other costs. The Company has a reserve of $4.2 million for
environmental remediation costs which is reflected in the Company's Condensed
Consolidated Balance Sheet. The Company has approved $2.5 million for capital
expenditures relating to environmental matters during 1996 of which $0.1 has
been spent through September 28, 1996.
13
<PAGE> 15
Oklahoma City, Oklahoma
The Company is one of a number of PRPs named by the Environmental
Protection Agency (EPA) with respect to the soil and groundwater contamination
at the Double Eagle Refinery Superfund site in Oklahoma City, Oklahoma. The
costs associated with the cleanup of this site will be entirely borne by the
PRP group, as the site owner is currently bankrupt. In March 1993,
twenty-three PRPs named with respect to the soil contamination of the site,
including the Company, submitted a settlement offer to the EPA. The PRPs
offered to pay the EPA $2,200,000 in return for an agreement with the EPA and
the State of Oklahoma to release those PRPs from all liability concerning soil
contamination at the site. The Company's portion of the settlement offer is
$272,188.
On June 30, 1995, the EPA responded to the PRP's offer with two
settlement options and a proposed consent order pursuant to which the
settlement would be effectuated. Under the first option, the EPA would accept
the PRP's offer but could reopen the settlement if the EPA's cost to remediate
the site exceeds $12.0 million. Such excess would be allocated pro rata based
on each company's contribution to the original settlement. The second option
allows each PRP to pay a certain amount based upon the EPA's worst-case cost
scenario to remediate the site and receive complete protection from reopening
the agreement. Under this option, Wolverine's contribution to the settlement
would be approximately $347,355. In February 1996, the Company notified the
EPA, the United States Department of Interior and the Oklahoma Department of
Wildlife that it planned to accept the second settlement option pending final
resolution of consent order language and volumetric reallocation. Under this
settlement option, the Company would pay $347,355 for remediation response
costs and $8,464 for natural resource damages. To date the Company has not
received a response from any of the above named parties regarding this
settlement agreement.
Decatur, Alabama
The Company has received an order under Section 3008(h) of the Resource
Conservation and Recovery Act (RCRA) to perform a facilities investigation of
its site in Decatur, Alabama, including a portion of the site where wastes were
buried (the "Burial Site"). Contamination of the entire site is probable and
should the EPA decide to order remediation, remediation, monitoring, legal and
other costs are estimated to be $2,250,000. Under a purchase agreement and a
subsequent agreement between the Company and the Henley Group, Inc. ("Henley"),
Henley took control of investigating the Burial Site and indemnified the
Company from the cost of investigation and any required cleanup of the Burial
Site. The agreements stipulate that after February 1997, any additional cost
of investigation and required cleanup be shared between the Company and Henley
on a dollar for dollar basis. In addition, during February 1997, the Company
may release Henley from indemnification of the site in lieu of a $750,000
settlement payment from Henley. The Company is evaluating these options under
the agreements. These agreements expire on December 31, 1999, and the
potential liability, if any, at that time reverts back to the Company.
14
<PAGE> 16
New Westminster, British Columbia
In 1993, the Company commissioned a series of environmental assessments
of its properties in Canada which were purchased in 1988 from Noranda Metal
Industries Limited ("NMI") (collectively with its parent, Noranda, Inc.,
"Noranda"). These assessments resulted in the finding of PCBs above
permissible limits at the New Westminster facility and in an adjacent tidal
flat of the Fraser River. Additional findings include traces of PCBs within
the Montreal facility, as well as the presence of heavy metal and other
contaminants at the New Westminster and Montreal facilities.
On October 13, 1993, the Company filed a statement of claim against
Noranda and other parties, contending that Noranda is liable for substantially
all of the cleanup costs at New Westminster and Montreal under the
environmental indemnity contained in the purchase agreement and that Noranda
materially breached the agreement by failing, among other things, to provide
full and complete disclosure of the condition of the facilities. The Statement
of Claim seeks certain declaratory judgments, specific performance of the
agreement, and general specific prospective damages of up to $25,000,000
(Canadian).
The Ministry of Environment, Lands and Parks of the Province of British
Columbia (the "B.C. Ministry") has issued a Pollution Abatement Order to the
Company and NMI regarding the New Westminster facility and a tidal flat in the
Fraser River immediately adjacent to an outfall from this property's drainage
system. The order requires the Company and NMI to prevent discharge of
contaminants from the property, to undertake further investigation of this site
and to prepare a remediation plan and implementation schedule for cleanup of
the contaminated area, including the Fraser River.
Operations at the New Westminster facility were discontinued in April
1991, and the facility was sold in November 1995 to Juker Holdings Ltd.
("Juker"). Terms of the sales agreement provide that Juker assume
responsibility for the remediation of the New Westminster and neighboring
properties (excluding the Fraser River) and indemnify Wolverine from any
liability with respect to the remediation of the Property.
On December 21, 1995, the B.C. Ministry issued a letter amending the
Pollution Abatement Order requiring Wolverine and NMI to submit by February 24,
1996 (subsequently extended to April 26, 1996), a detailed implementation work
plan incorporating comments contained in the letter, for remediation of the
Property and the Fraser River. As provided under the sales agreement, Juker
responded to the B.C. Ministry comments as they relate to the Property. The
B.C. Ministry approved the plan, and Juker has submitted a report to the B.C.
Ministry which concludes that the remediation is complete.
Wolverine also anticipates that significant costs could be incurred in
remediating the PCB and other contamination in the vicinity of the Fraser
River. The B.C. Ministry has approved the plan submitted by NMI as it relates
to the contamination in the vicinity of the Fraser River. NMI has begun the
remediation of the Fraser River as outlined in this plan. Wolverine continues
to believe that Noranda should be held entirely responsible for the study and
remediation costs
15
<PAGE> 17
related to the Fraser River. If, however, the Company is forced to bear a
substantial portion of these costs, and the remediation plan selected by the
B.C. Ministry requires significant expenditures, then these costs could have a
material adverse effect on the Company's consolidated financial position,
results of operations and liquidity.
Although the Company believes that Noranda and NMI together have
sufficient financial resources to meet whatever liability they might face as a
result of the Ontario Litigation and the B.C. Order, preliminary discovery has
suggested that NMI alone would not have sufficient resources to bear these
expenses.
Montreal, Quebec
The Company has no obligation to remediate the soil contamination at its
Montreal facility under current Quebec statutes. The Company has instituted a
program to prevent further contamination and is monitoring the existing
contamination. The traces of PCBs within the Montreal facility have been
remediated. The Company intends to continue to operate its Montreal facility
and does not intend to remediate the heavy metal contamination; thus, no
estimate has been made of the costs to remove the heavy metal from the soil and
no amount has been accrued in the accompanying consolidated financial
statements.
Ardmore, Tennessee
On December 28, 1995, the Company entered into a Consent Order and
Agreement with the Tennessee Division of Superfund (the "Tennessee Division")
relating to the Company's Ardmore Facility (the "Ardmore Facility") under
which the Company agreed to conduct a preliminary investigation regarding
whether the volatile organics in and near the municipal drinking water supply
are related to the Ardmore Facility and, if necessary, to undertake any
appropriate response. That investigation has disclosed contamination,
including elevated concentrations of certain volatile and organic compounds,
in soils in certain areas of the Ardmore Facility and also has disclosed
elevated levels of certain volatile organic compounds in the shallow residuum
groundwater zone at the Ardmore Facility. Under the terms of the Consent Order
and Agreement, the Company submitted a Remediation Investigation and
Feasibility Study ("RI/FS") work plan to the Tennessee Division for review,
comment and approval on September 27, 1996. The RI/FS is expected to commence
before December 1, 1996. Based on the available information, and recognizing
that the nature and scope of remediation will be affected by the results of the
RI/FS, Wolverine preliminary estimates a range of between $670,000 and
$1,000,000 to investigate and remediate this site.
A recent report of a 1995 EPA site inspection of the Ardmore Facility
recommended further action for the site. The Company believes, however, that
because the Tennessee Division is actively supervising an ongoing investigation
of the Ardmore Facility, it is unlikely that EPA will intervene and take
additional action. If the EPA should intervene, however, the Company could
incur additional costs for any required further investigation or remedial
action.
16
<PAGE> 18
Greenville, Mississippi
Following the Company's acquisition of its Greenville, Mississippi
facility (the "Greenville Facility") , a preliminary investigation disclosed
volatile organic contaminants in soil and ground water at the site. Based on
further investigation, it appears that the contamination has not spread off
site. The Company expects to enter a consent order with the Mississippi
Department of Environmental Quality ("MDEQ") for a pilot study program which
will help determine the effectiveness of certain technology tentatively
identified for remediation and which will also help define the scope of
remediation for the site. While the Company's consultants and the MDEQ have
not finalized the remediation plan, total investigative and remedial costs
could reach $1,378,000, depending on the remediation plan ultimately adopted.
Applicable costs of testing and remediation required at the Greenville Facility
will be shared with the former owners of the facility on a dollar for dollar
basis, not to exceed $750,000, pursuant to the terms of an Escrow Agreement
established at the time of the Company's 1994 acquisition of the Greenville
Facility.
Other
The Company has been identified by the EPA as one of a number of
Potentially Responsible Parties ("PRPs") at two other Superfund sites, in
Athens, Alabama and Criner, Oklahoma. The Company believes that its potential
liability with respect to these Superfund sites is not material. However, there
can be no assurance that the Company will not be named a PRP at additional
Superfund sites in the future or that the costs associated with those sites
would not be substantial.
The Company believes that it faces no significant liability for the
Athens, Alabama, site because it has removed all of the material that it
contributed to the site. The Company believes that it faces no significant
liability for the Criner, Oklahoma, site because Henley, the prior owner of the
site, has retained liability for all cleanup costs resulting from past
disposal of used oil at the Criner, Oklahoma site pursuant to an
indemnification agreement between the Company and Henley entered into in
connection with the acquisition in 1987 of substantially all the assets of the
seamless copper tube business of Henley (the "1987 Purchase Agreement").
Henley, which is not affiliated with the Company, has discharged these
obligations to date.
17
<PAGE> 19
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There were no material legal proceeding developments during the
three-month period ended September 28, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the three-month period ended September 28, 1996.
ITEM 5. OTHER INFORMATION
Effective September 16, 1996, Thomas B. Roller joined the Company as
President and Chief Executive Officer. John M. Quarles, who prior thereto had
served in those positions, remains as Chairman of the Company and a member of
the Board of Directors.
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<S> <C> <C>
(a) Exhibits
11 Computation of Earnings per Share
27 Financial Data Schedule (for SEC use only)
(b) Reports
No reports on Form 8-K were filed by the Company during the
three-month period ended September 28, 1996.
</TABLE>
18
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Wolverine Tube, Inc.
--------------------
(registrant)
Dated: November 8, 1996 By: /s/ James E. Deason
-------------------------------
James E. Deason
Executive Vice President
Finance and Administration
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Page Number
- ------ -----------
<S> <C>
11 Computation of Earnings Per Share
27 Financial Data Schedule (for SEC use only)
</TABLE>
<PAGE> 1
EXHIBIT 11
WOLVERINE TUBE, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three-month period ended: Nine-month period ended:
------------------------- ------------------------
September 28, September 30, September 28, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income applicable to common
shares.................................... $ 9,510 $ 6,919 $ 30,067 $ 24,838
============ ============= ============= =============
Weighted average common shares
outstanding............................... 13,824 13,651 13,744 13,585
Common equivalent shares
outstanding............................... 391 538 447 514
------------ ------------- ------------- -------------
Weighted average common and
common equivalent shares
outstanding (1)........................... 14,215 14,189 14,191 14,099
============ ============= ============= =============
Net income per common
share..................................... $ .67 $ .49 $ 2.12 $ 1.76
============ ============= ============= =============
</TABLE>
- ----------------------------
(1) Represents shares issuable upon the exercise of stock options based upon
the treasury stock method using the average market price. As fully
diluted shares outstanding are the same as primary shares outstanding
for all periods presented, net income per common share on a fully-diluted
basis is not separately presented.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME OF WOLVERINE TUBE, INC. FOR THE NINE
MONTH PERIOD ENDED SEPTEMBER 28, 1996, AND THE CONDENSED CONSOLIDATED BALANCE
SHEET OF WOLVERINE TUBE, INC. AT SEPTEMBER 28, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-28-1996
<CASH> 5,734
<SECURITIES> 0
<RECEIVABLES> 88,097<F1>
<ALLOWANCES> 0
<INVENTORY> 67,261
<CURRENT-ASSETS> 162,453
<PP&E> 149,996<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 404,896
<CURRENT-LIABILITIES> 61,355
<BONDS> 100,490
0
2,000
<COMMON> 187
<OTHER-SE> 197,277
<TOTAL-LIABILITY-AND-EQUITY> 404,896
<SALES> 528,346
<TOTAL-REVENUES> 528,346
<CGS> 456,501
<TOTAL-COSTS> 456,501
<OTHER-EXPENSES> 17,229
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,918
<INCOME-PRETAX> 47,698
<INCOME-TAX> 17,421
<INCOME-CONTINUING> 30,277
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,277
<EPS-PRIMARY> $2.12
<EPS-DILUTED> $2.12
<FN>
<F1>The values for the tags Receivables and PP&E are shown net of their respective
allowance accounts.
</FN>
</TABLE>
