<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended July 2, 2000
------------
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _____________ to _____________ .
Commission file number 1-12164
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WOLVERINE TUBE, INC.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0970812
-------- ----------
(State of Incorporation) (IRS Employer Identification No.)
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35806
------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
(256) 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 as of August 9, 2000
----- --------------------------------
Common Stock, $0.01 Par Value 12,050,458 Shares
<PAGE> 2
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I
Item 1. Financial Statements
Condensed Consolidated Statements of Income (Unaudited)--
Three-Month and Six-Month Periods Ended
July 2, 2000 and July 3, 1999 ..................................................... 1
Condensed Consolidated Balance Sheets (Unaudited)--
July 2, 2000 and December 31, 1999 ................................................ 2
Condensed Consolidated Statements of Cash Flows (Unaudited)--
Six-Month Periods Ended July 2, 2000 and July 3, 1999 ............................. 3
Notes to Condensed Consolidated Financial Statements (Unaudited) .................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk ........................ 14
PART II
Item 1. Legal Proceedings ................................................................. 15
Item 4. Submission of Matters to a Vote of Security Holders ............................... 15
Item 6. Exhibits and Reports on Form 8-K .................................................. 15
</TABLE>
<PAGE> 3
ITEM 1. FINANCIAL INFORMATION
WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three-month period ended: Six-month period ended:
JULY 2, 2000 July 3, 1999 JULY 2, 2000 July 3, 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands except per share amounts)
Net sales $ 179,547 $ 164,317 $ 357,352 $ 325,162
Cost of goods sold 154,788 140,198 309,388 278,931
---------------------------------------------------------------------------------------------------------------------
Gross profit 24,759 24,119 47,964 46,231
Selling, general and administrative expenses 8,602 7,293 17,257 14,454
---------------------------------------------------------------------------------------------------------------------
Income from operations 16,157 16,826 30,707 31,777
Other expenses:
Interest expense, net 3,036 3,170 6,363 6,298
Amortization and other, net 326 439 537 908
---------------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative effect
of accounting change 12,795 13,217 23,807 24,571
Income tax provision 4,786 4,626 8,951 8,760
---------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting
change 8,009 8,591 14,856 15,811
Cumulative effect of accounting change, net of
income tax benefit of $2,211 -- -- -- (5,754)
---------------------------------------------------------------------------------------------------------------------
Net income 8,009 8,591 14,856 10,057
Less preferred stock dividends (70) (70) (140) (140)
---------------------------------------------------------------------------------------------------------------------
Net income applicable to common shares $ 7,939 $ 8,521 $ 14,716 $ 9,917
=====================================================================================================================
Earnings per common share--basic:
Income before cumulative effect of accounting
change $ 0.66 $ 0.64 $ 1.20 $ 1.17
Cumulative effect of accounting change, net of
income tax benefit -- -- -- (0.43)
---------------------------------------------------------------------------------------------------------------------
Net income per common share--basic $ 0.66 $ 0.64 $ 1.20 $ 0.74
---------------------------------------------------------------------------------------------------------------------
Basic weighted average number of common shares 12,116 13,373 12,262 13,369
=====================================================================================================================
Earnings per common share--diluted:
Income before cumulative effect of accounting
change $ 0.64 $ 0.63 $ 1.18 $ 1.16
Cumulative effect of accounting change, net of
tax income benefit -- -- -- (0.43)
---------------------------------------------------------------------------------------------------------------------
Net income per common share--diluted $ 0.64 $ 0.63 $ 1.18 $ 0.73
---------------------------------------------------------------------------------------------------------------------
Diluted weighted average number of common and
common equivalent shares 12,328 13,544 12,430 13,532
=====================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
1
<PAGE> 4
WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 2, December 31,
2000 1999
-----------------------------------------------------------------------------------------------------------------
(In thousands except share and per share amounts) (Unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets
Cash and equivalents $ 20,909 $ 26,894
Accounts receivable, net 101,459 84,440
Inventories 103,966 95,368
Refundable income taxes 6,686 9,511
Prepaid expenses and other 1,904 1,415
-----------------------------------------------------------------------------------------------------------------
Total current assets 234,924 217,628
Property, plant and equipment, net 198,823 190,774
Deferred charges and intangible assets, net 89,499 91,772
Prepaid pensions 5,953 6,515
-----------------------------------------------------------------------------------------------------------------
Total assets $ 529,199 $ 506,689
=================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 50,210 $ 39,240
Accrued liabilities 15,666 14,772
Short-term borrowings 10,795 13,469
-----------------------------------------------------------------------------------------------------------------
Total current liabilities 76,671 67,481
Deferred income taxes 20,791 20,931
Long-term debt 184,337 176,421
Postretirement benefit obligation 11,876 11,935
Accrued environmental remediation 2,483 2,590
-----------------------------------------------------------------------------------------------------------------
Total liabilities 296,158 279,358
Minority interest 2,579 2,381
Redeemable cumulative preferred stock, par value $1 per share; 20,000 shares
issued and outstanding at July 2, 2000 and December 31, 1999 2,000 2,000
Stockholders' equity
Cumulative preferred stock, par value $1 per share; 500,000 shares
authorized -- --
Common stock, par value $0.01 per share; 40,000,000 shares
authorized, 14,210,358 and 14,196,289 shares issued as of July
2, 2000 and December 31, 1999, respectively 142 142
Additional paid-in capital 103,131 102,654
Retained earnings 177,881 163,165
Unearned compensation (522) (309)
Accumulated other comprehensive income (13,009) (10,688)
Treasury stock, at cost; 2,159,500 and 1,642,300 shares as of
July 2, 2000 and December 31, 1999, respectively (39,161) (32,014)
-----------------------------------------------------------------------------------------------------------------
Total stockholders' equity 228,462 222,950
-----------------------------------------------------------------------------------------------------------------
Total liabilities, minority interest, redeemable cumulative preferred
stock and stockholders' equity $ 529,199 $ 506,689
=================================================================================================================
</TABLE>
Note: The Balance Sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE> 5
WOLVERINE TUBE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six-month period ended:
JULY 2, 2000 July 3, 1999
---------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 14,856 $ 10,057
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 8,964 7,834
Cumulative effect of accounting change -- 5,754
Changes in operating assets and liabilities:
Accounts receivable, net (17,962) (19,291)
Inventories (9,273) 9,111
Refundable income taxes 2,824 --
Prepaid expenses and other 424 (1,326)
Accounts payable and accrued liabilities 12,359 (2,768)
Other accrued liabilities including pension, postretirement
benefit and environmental 490 (850)
---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 12,682 8,521
INVESTING ACTIVITIES
Additions to property, plant and equipment (16,272) (11,196)
Other 6 (340)
---------------------------------------------------------------------------------------------------------
Net cash used for investing activities (16,266) (11,536)
FINANCING ACTIVITIES
Net borrowings from revolving credit facilities 5,800 --
Principal payments on long-term debt (345) (335)
Issuance of common stock 35 509
Purchase of treasury stock (7,147) (2,604)
Dividends paid on preferred stock (140) (140)
---------------------------------------------------------------------------------------------------------
Net cash used for financing activities (1,797) (2,570)
Effect of exchange rate on cash and equivalents (604) 973
---------------------------------------------------------------------------------------------------------
Net decrease in cash and equivalents (5,985) (4,612)
Cash and equivalents at beginning of period 26,894 78,899
---------------------------------------------------------------------------------------------------------
Cash and equivalents at end of period $ 20,909 $ 74,287
=========================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
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WOLVERINE TUBE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 2, 2000
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of Wolverine Tube, Inc. (the "Company") and its majority-owned
subsidiaries after elimination of significant intercompany accounts and
transactions. The accompanying condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. The accompanying condensed
consolidated financial statements (and all information in this report) have not
been examined by independent auditors; but, in the opinion of management, all
adjustments, which consist of normal recurring accruals necessary for a fair
presentation of the results for the periods, have been made. The results of
operations for the three and six-month periods ended July 2, 2000 are not
necessarily indicative of the results of operations that may be expected for the
year ending December 31, 2000. For further information, refer to the
consolidated financial statements and notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
The Company uses its internal operational reporting cycle for quarterly
financial reporting.
Certain reclassifications have been made to the previously reported condensed
consolidated statement of income for the three and six-month periods ended July
3, 1999 to provide comparability with the current year presentation.
NOTE 2. CONTINGENCIES
The Company is subject to extensive U.S. and Canadian federal, state, provincial
and local environmental laws and regulations. These laws, which are constantly
changing, regulate the discharge of materials into the environment. The Company
has received various communications from regulatory authorities concerning
certain environmental matters and has currently been named as a potentially
responsible party ("PRP") at one waste disposal site. The Company believes that
its potential liability with respect to this waste disposal site is not
material.
The Company had accrued estimated environmental remediation costs of $2,483,000
at July 2, 2000, consisting primarily of $826,000 for the Decatur, Alabama
facility; $290,000 for the Greenville, Mississippi facility; $730,000 for the
Jackson, Tennessee facility; $248,000 for the Ardmore, Tennessee facility and
$389,000 for the Shawnee, Oklahoma facility (with respect to the Double Eagle
Refinery site). Based on information currently available, the Company believes
that the costs of these matters are not reasonably likely to have a material
adverse effect on the Company's business, financial condition or results of
operations.
4
<PAGE> 7
NOTE 3. INVENTORIES
Inventories are as follows:
<TABLE>
<CAPTION>
JULY 2, 2000 December 31, 1999
-------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Finished products $ 18,331 $ 16,489
Work-in-process 30,874 24,890
Raw materials and supplies 54,761 53,989
-------------------------------------------------------------------------
Totals $103,966 $ 95,368
=========================================================================
</TABLE>
Approximately 65% and 60% of the total consolidated inventories at July 2, 2000
and December 31, 1999 are stated on the basis of last-in, first-out ("LIFO")
method. The remaining inventories, which primarily include supplies, are valued
using the average cost method.
NOTE 4. INTEREST EXPENSE, NET
Interest expense is net of interest income and capitalized interest of $180,000
and $389,000 for the three-month period ended July 2, 2000, and $962,000 and
$78,000 for the three-month period ended July 3, 1999, respectively. Interest
expense is net of interest income and capitalized interest of $395,000 and
$432,000 for the six-month period ended July 2, 2000 and $1,960,000 and $202,000
for the six-month period ended July 3, 1999.
NOTE 5. DEBT
The Company has a $200 million Revolving Credit Facility (the "Facility") which
matures on April 30, 2002. The Facility provides for a floating base interest
rate that is, at the Company's election, either (a) the higher of the federal
funds effective rate plus 0.50% or the prime rate, or (b) LIBOR plus a specified
margin of 0.25% to 1.00%. Commitment fees on the unused available portion of the
Facility range from 0.10% to 0.50%. As of July 2, 2000, the Company had
approximately $36 million in outstanding borrowings and obligations under the
Facility and approximately $164 million in additional borrowing availability
thereunder.
In August 1998, the Company issued $150 million in principal amount of 7 3/8%
Senior Notes (the "Senior Notes") due August 1, 2008. The Senior Notes were
issued pursuant to an Indenture, dated as of August 4, 1998, between the Company
and First Union National Bank, as Trustee. The Senior Notes (i) have interest
payment dates on February 1 and August 1 of each year, commencing February 1,
1999, (ii) are redeemable at the option of the Company at a redemption price
equal to the greater of (a) 100% of the principal amount of the Senior Notes to
be redeemed, or (b) the sum of the present value of the remaining scheduled
payments of principal and interest thereon from the redemption date to the
maturity date, discounted to the redemption date on a semiannual basis at the
Treasury Rate plus 25 basis points, plus, in each case, accrued interest thereon
to the date of redemption, (iii) are senior unsecured obligations of the Company
and are pari passu in right of payment with any existing and future senior
unsecured indebtedness of the Company, including borrowings under the Facility,
(iv) are guaranteed by certain of the Company's subsidiaries, and (v) are
subject to the terms of the Indenture, which
5
<PAGE> 8
contains certain covenants that limit the Company's ability to incur
indebtedness secured by certain liens and to engage in sale/leaseback
transactions.
NOTE 6. COMPREHENSIVE INCOME
For the three-month periods ended July 2, 2000 and July 3, 1999, total
comprehensive income was $6,359,000 and $10,523,000, respectively. For the
six-month periods ended July 2, 2000 and July 3, 1999, total comprehensive
income was $12,535,000 and $13,478,000, respectively. Comprehensive income
differs from net income due to foreign currency translation adjustments.
NOTE 7. INDUSTRY SEGMENTS
The Company's reportable segments are based on the Company's three product
lines: commercial products, wholesale products and rod, bar and strip products.
Commercial products consist primarily of high value added products sold directly
to original equipment manufacturers. Wholesale products are commodity-type
plumbing tube products, which are typically sold to a variety of customers. Rod,
bar and strip products are sold to a variety of customers.
Summarized financial information concerning the Company's reportable segments is
shown in the following table:
<TABLE>
<CAPTION>
Commercial Wholesale Rod, Bar & Strip Consolidated
-----------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
THREE-MONTH PERIOD ENDED JULY 2, 2000
NET SALES $126,813 $ 24,550 $ 28,184 $179,547
GROSS PROFIT 19,038 3,162 2,559 24,759
Three-month period ended July 3, 1999
Net sales $113,764 $ 31,310 $ 19,243 $164,317
Gross profit 16,366 6,359 1,394 24,119
SIX-MONTH PERIOD ENDED JULY 2, 2000
NET SALES $251,126 $ 49,285 $ 56,941 $357,352
GROSS PROFIT 36,253 7,210 4,501 47,964
Six-month period ended July 3, 1999
Net sales $226,827 $ 57,503 $ 40,832 $325,162
Gross profit 32,961 10,440 2,830 46,231
</TABLE>
NOTE 8. CUMULATIVE EFFECT OF ACCOUNTING CHANGE
During the first quarter of 1999, the Company adopted the American Institute of
Certified Public Accountants' Statement of Position 98-5, Reporting on the Costs
of Start-Up Activities (the "Statement"), which requires that certain costs
related to start-up activities be expensed as incurred. In accordance with the
Statement, the Company recognized a charge for the cumulative effect of a change
in accounting principle of $8.0 million pre-tax ($5.8 million after-tax). The
implementation of the Statement required the Company to write-off the remaining
start-up costs relating primarily to the Company's Roxboro, North Carolina;
Jackson, Tennessee; and Shanghai, China facilities.
6
<PAGE> 9
NOTE 9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
Three-month period ended: Six-month period ended:
JULY 2, 2000 July 3, 1999 JULY 2, 2000 July 3, 1999
---------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Income before cumulative effect of
accounting change $ 8,009 $ 8,591 $ 14,856 $ 15,811
Cumulative effect of accounting
change, net of income tax benefit -- -- -- (5,754)
---------------------------------------------------------------------------------------------------------------
Net income 8,009 8,591 14,856 10,057
Dividends on preferred stock (70) (70) (140) (140)
===============================================================================================================
Net income applicable to common shares $ 7,939 $ 8,521 $ 14,716 $ 9,917
===============================================================================================================
Basic weighted average common shares 12,116 13,373 12,262 13,369
Employee stock options 212 171 168 163
---------------------------------------------------------------------------------------------------------------
Diluted weighted average common and
common equivalent shares 12,328 13,544 12,430 13,532
===============================================================================================================
Earnings per share-basic:
Income before cumulative effect of
accounting change $ 0.66 $ 0.64 $ 1.20 $ 1.17
Cumulative effect of accounting
change, net of income tax
benefit -- -- -- (0.43)
---------------------------------------------------------------------------------------------------------------
Net income per common share - basic $ 0.66 $ 0.64 $ 1.20 $ 0.74
===============================================================================================================
Earnings per share-diluted:
Income before cumulative effect of
accounting change $ 0.64 $ 0.63 $ 1.18 $ 1.16
Cumulative effect of accounting
change, net of income tax benefit -- -- -- (0.43)
---------------------------------------------------------------------------------------------------------------
Net income per common share - diluted $ 0.64 $ 0.63 $ 1.18 $ 0.73
===============================================================================================================
</TABLE>
NOTE 10. STOCK REPURCHASE PLAN
In September 1998, the Company announced that the Board of Directors had
authorized the Company to purchase up to 1,000,000 shares of the Company's
outstanding stock in the open market from time to time as market conditions
warranted. In July 1999, the Company announced that the Board of Directors had
authorized an increase in the amount of this common stock repurchase program up
to 2,000,000 shares. On April 6, 2000, the Company announced completion of this
stock repurchase program at an aggregate purchase price of $36,690,000.
On April 6, 2000, the Company announced that the Board of Directors had
authorized the Company to purchase an additional 1,000,000 shares of the
Company's outstanding stock. As of July 2, 2000, the Company had repurchased
159,500 shares under this program.
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JULY 2, 2000 COMPARED TO
THREE-MONTH PERIOD ENDED JULY 3, 1999
For the three-month period ended July 2, 2000, net sales were $179.5 million,
compared with $164.3 million in the three-month period ended July 3, 1999. The
increase in net sales for the three-month period of 2000 versus 1999 was
primarily due to increased volumes of commercial and rod, bar and strip
products, as well as higher average copper prices. The average COMEX copper
price was $0.80 per pound in the most recent three-month period, compared with
$0.67 per pound in the same period a year ago. The primary impact to the Company
of higher copper prices is higher net sales and cost of goods sold. The cost of
copper is generally passed along to the Company's customers and is included in
the cost of goods sold. The Company uses various strategies to minimize the
effect of copper prices on the Company's earnings.
Total pounds shipped for the three-month period ended July 2, 2000 increased
3.0% to 102.7 million pounds, compared with 99.7 million pounds in the
corresponding period in 1999. Shipments of commercial tube products increased
8.2%, primarily as a result of increased shipments of industrial tube used in
the residential air conditioning industry. Shipments of the Company's wholesale
products for the three-month period ended July 2, 2000 decreased 27.7% to 17.1
million pounds. The lower shipments primarily reflect the Company's decision to
produce more industrial tube and less plumbing tube, and, to a lesser extent,
the lower shipments also reflect a reduction in demand. Rod, bar and strip
product shipments for the three-month period ended July 2, 2000 increased 28.0%
from the corresponding period in 1999, primarily as a result of increased
shipments of strip product from the Wolverine Ratcliffs, Inc. ("WRI") joint
entity, formed in mid-July 1999.
Gross profit increased 2.7% to $24.8 million in the three-month period ended
July 2, 2000 compared to $24.1 million in the corresponding period in 1999. This
increase was primarily the result of benefits from previously-enacted cost
reduction programs, increased shipments of industrial tube, technical tube
(included in commercial products) and strip products and, to a lesser extent,
improved operating results at the Jackson, Tennessee facility. Gross profit was
negatively impacted by the lower production and shipment volume of plumbing
tube.
Selling, general and administrative expenses for the three-month period ended
July 2, 2000 were $8.6 million, as compared to $7.3 million in the corresponding
period in 1999. This increase was primarily the result of increased costs due to
the addition of WRI, incremental depreciation and maintenance charges on new
information systems software, increased employee compensation expenses relating
to limited merit increases and performance awards and professional fees.
Net interest expense for the three-month period ended July 2, 2000 decreased to
$3.0 million from $3.2 million in the corresponding period in 1999. This
decrease reflects a reduction in
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<PAGE> 11
interest expense due to a lower outstanding balance on the Company's credit
facilities and an increase in capitalized interest, which was offset by less
interest income in the second quarter of 2000.
The effective tax rate for the second quarter of 2000 was 37.4% compared with
35.0% for the second quarter of 1999. The increase in the effective tax rate
resulted from more income from tax jurisdictions with higher tax rates than in
the second quarter of 1999.
Net income for the three-month period ended July 2, 2000 was $8.0 million, or
$0.64 per diluted share, compared to $8.6 million, or $0.63 per diluted share in
the corresponding period in 1999.
SIX-MONTH PERIOD ENDED JULY 2, 2000 COMPARED TO
SIX-MONTH PERIOD ENDED JULY 3, 1999
For the six-month period ended July 2, 2000, net sales were $357.4 million,
compared with $325.2 million in the six-month period ended July 3, 1999. The
increase in net sales for the six-month period of 2000 versus 1999 was primarily
due to increased volumes of commercial and rod, bar and strip products, as well
as higher average copper prices. The average COMEX copper price was $0.81 per
pound in the most recent six-month period, compared with $0.65 per pound in the
same period a year ago. The primary impact to the Company of higher copper
prices is higher net sales and cost of goods sold. The cost of copper is
generally passed along to the Company's customers and is included in the cost of
goods sold. The Company uses various strategies to minimize the effect of copper
prices on the Company's earnings.
Total pounds shipped for the six-month period ended July 2, 2000 increased 2.6%
to 202.3 million pounds, compared with 197.2 million pounds in the corresponding
period in 1999. Shipments of commercial tube products increased 6.8%, primarily
as a result of increased shipments of industrial tube used in the residential
air conditioning industry. Shipments of the Company's wholesale products for the
six-month period ended July 2, 2000 decreased 24.1% to 33.5 million pounds. The
lower shipments primarily reflect the Company's decision to produce more
industrial tube and less plumbing tube and, to a lesser extent, a reduction in
demand. Rod, bar and strip product shipments for the six-month period ended July
2, 2000 increased 21.5% from the corresponding period in 1999, primarily as a
result of increased shipments of strip product from the WRI joint entity.
Gross profit increased 3.7% to $48.0 million in the six-month period ended July
2, 2000, compared to $46.2 million in the corresponding period in 1999. This
increase was primarily the result of benefits from previously-enacted cost
reduction programs and increased shipments of industrial tube (included in
commercial products) and strip products and, to a lesser extent, improved
operating results at the Jackson, Tennessee facility. Gross profit was
negatively impacted by the lower production and shipment volume of plumbing
tube.
Selling, general and administrative expenses for the six-month period ended July
2, 2000 were $17.3 million, as compared to $14.5 million in the corresponding
period in 1999. This increase was primarily the result of increased costs due to
the addition of WRI, incremental depreciation and maintenance charges on new
information systems software, increased employee
9
<PAGE> 12
compensation expenses relating to limited merit increases and performance awards
and professional fees.
Net interest expense for the six-month period ended July 2, 2000 increased to
$6.4 million from $6.3 million in the corresponding period in 1999. This
increase reflects a reduction in interest expense due to a lower outstanding
balance on the Company's credit facilities and an increase in capitalized
interest, which was offset by less interest income in the first six months of
2000.
The effective tax rate for the first six months of 2000 was 37.6%, compared with
35.7% for the first six months of 1999. The increase in the effective tax rate
resulted from more income from tax jurisdictions with higher tax rates than in
the first six months of 1999.
During the first quarter of 1999, the Company adopted the American Institute of
Certified Public Accountants' Statement of Position 98-5, Reporting on the Costs
of Start-Up Activities (the "Statement"), which requires that certain costs
related to start-up activities be expensed as incurred. In accordance with the
Statement, the Company recognized a charge for the cumulative effect of a change
in accounting principle of $8.0 million pre-tax ($5.8 million after-tax). The
implementation of the Statement required the Company to write-off the remaining
start-up costs relating primarily to the Company's Roxboro, North Carolina;
Jackson, Tennessee and Shanghai, China facilities.
Net income for the six-month period ended July 2, 2000 was $14.9 million, or
$1.18 per diluted share, compared to $10.1 million, or $0.73 per diluted share
in the corresponding six-month period of 1999. Income before the cumulative
effect of an accounting change in the six-month period of 1999 was $15.8
million, or $1.16 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $12.7 million in the first six
months of 2000 as compared to $8.5 million in the first six months of 1999. The
increase in cash provided by operations in 2000 was primarily due to an increase
in accounts payable and accrued liabilities, which was offset by an increase in
inventory. The $9.3 million increase in inventory from December 31, 1999
reflects seasonality in the industries to which the Company sells its products
and the purposeful accumulation of work-in-progress inventory to facilitate the
relocation of equipment from the closed Roxboro facility to the Company's other
facilities.
The Company has a $200 million Revolving Credit Facility (the "Facility") which
matures on April 30, 2002. The Facility provides for a floating base interest
rate that is, at the Company's election, either (a) the higher of the federal
funds effective rate plus 0.50% or the prime rate, or (b) LIBOR plus a specified
margin of 0.25% to 1.00%. Commitment fees on the unused available portion of the
Facility range from 0.10% to 0.50%. As of July 2, 2000, the Company had
approximately $36 million in outstanding borrowings and obligations under the
Facility and approximately $164 million in additional borrowing availability
thereunder.
10
<PAGE> 13
Capital expenditures were $16.3 million for the first six months of 2000
compared to $11.2 million for the first six months of 1999. The Company
currently expects to spend a total of approximately $35 to $40 million in 2000
under its capital improvement program.
The Company believes that it will be able to satisfy its existing working
capital needs, interest obligations, stock repurchases and capital expenditure
requirements with cash flow from operations and funds available from the
Facility.
ENVIRONMENTAL
The Company's facilities and operations are subject to extensive environmental
laws and regulations. During the three-month period ended July 2, 2000, the
Company spent approximately $124,000 on environmental matters which included
remediation costs, monitoring costs and legal and other costs. The Company has a
reserve of approximately $2.5 million for environmental remediation costs which
is reflected in the Company's Condensed Consolidated Balance Sheet. Based upon
information currently available, the Company believes that the costs of the
environmental matters described below are not reasonably likely to have a
material adverse effect on the Company's business, financial condition or
results of operations.
Oklahoma City, Oklahoma
The Company is one of a number of Potentially Responsible Parties ("PRPs") named
by the United States Environmental Protection Agency (the "EPA") with respect to
the soil and groundwater contamination at the Double Eagle Refinery Superfund
site in Oklahoma City, Oklahoma. The costs associated with the cleanup of this
site will be entirely borne by the PRPs, as the site owner has filed for
bankruptcy protection. 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. Settlement negotiations between the PRPs and the
EPA are continuing, and a settlement and consent order is currently being
contemplated among the PRPs, the EPA, the Department of Justice, and the State
of Oklahoma which would provide for each PRP's liability to be limited to a
prorata share of an aggregate amount based on the EPA's worst-case cost scenario
to remediate the site. Under the current proposal, the Company's settlement
amount is estimated to be $389,000.
Decatur, Alabama
In 1999, the Company negotiated a new Consent Order under Section 3008(h) of the
Resource Conservation and Recovery Act (the "Order"). The Order incorporated the
Corrective Measures Study ("CMS") that Henley (a former owner of the facility)
had submitted to the EPA regarding a waste burial site at the Decatur, Alabama
facility. The Order also included an upgrade to an existing chrome groundwater
remediation system. The CMS proposes current monitoring and site maintenance.
The remaining monitoring, legal and other costs related to the groundwater
remediation project are estimated to be $826,000. The cost to the Company to
comply with the CMS, as currently approved, will not have a material adverse
effect on the Company's business, financial condition or results of operations.
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<PAGE> 14
Ardmore, Tennessee
On December 28, 1995, the Company entered into a Consent Order and Agreement
with the Tennessee Division of Superfund (the "Tennessee Division"), relating to
the Ardmore, Tennessee facility (the "Ardmore facility"), under which the
Company agreed to conduct a preliminary investigation regarding whether volatile
organics detected in and near the municipal drinking water supply are related to
the Ardmore facility and, if necessary, to undertake an appropriate response.
That investigation has disclosed contamination, including elevated
concentrations of certain volatile organic compounds in soils of 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
Remedial Investigation and Feasibility Study ("RI/FS") work plan, which was
accepted by the Tennessee Division, and the Company has initiated the RI/FS. The
Tennessee Division approved the Groundwater Assessment Plan (as a supplement to
the RI/FS Plan) and additional groundwater sampling to determine the lateral and
vertical extent of possible contamination began in July 2000. The data from the
groundwater assessment, the subsequent risk assessment and a preliminary review
of remedial alternatives will complete the RI/FS portion of the project. It is
anticipated that the RI/FS will be submitted to the Tennessee Division in 2001.
A Corrective Measures Study will follow the RI/FS and will recommend any
required remediation. Based on the available information, the Company
preliminarily estimates a range of between $248,000 and $1,100,000 to complete
the investigation and develop the remediation plan for this site.
A report of a 1995 EPA site inspection of the Ardmore facility recommended
further action for the site. The Company believes, however, that because the
Tennessee Division is actively supervising an ongoing investigation of the
Ardmore facility, it is unlikely that the EPA will intervene and take additional
action. If the EPA should intervene, however, the Company could incur additional
costs for any further investigation or remedial action required.
Greenville, Mississippi
Following the Company's acquisition of its Greenville, Mississippi facility (the
"Greenville facility"), a preliminary investigation disclosed volatile organic
contaminants in soil and groundwater at the site. The Company entered into a
consent agreement with the Mississippi Department of Environmental Quality (the
"MDEQ") on July 15, 1997. Remediation efforts began in the third quarter of 1997
and are expected to take approximately three years. The Company recently
submitted a report of remediation activities and requested that the MDEQ allow
it to cease active remediation and begin post-closure monitoring. However, there
can be no assurance that remediation efforts will be allowed to be permanently
discontinued, and operations, maintenance and other expenses of the remediation
system may continue for a longer period of time. Through October 3, 1998,
applicable costs of testing and remediation required at the Greenville facility
had been shared with the former owners of the facility pursuant to the terms of
an Escrow Agreement established at the time the facility was acquired.
Subsequent to October 3, 1998, the Company released the former owners of the
facility from liability related to the remediation of the Greenville facility
following the receipt of a $145,000 settlement payment.
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<PAGE> 15
The Company estimates the remaining investigative and remedial costs could total
$290,000 under the remediation plan the Company adopted, but these costs could
increase if additional remediation is required.
In December 1999, the Company applied for admission into the Mississippi Land
Recycling Program. It is anticipated that the Mississippi Land Recycling Program
will allow more latitude in remediation decision making and property transfers.
Jackson, Tennessee
In connection with the Company's acquisition of its Jackson, Tennessee facility
(the "Jackson facility"), a preliminary investigation disclosed soil and/or
groundwater contamination at this site. The Company had performed a Phase I
Environmental Audit and identified the existence of volatile organic
contaminants; however, the extent of any such contamination has not been fully
determined. Investigation at the site is being conducted pursuant to a consent
order with the State of Tennessee by a prior owner of the property. Based on
currently available information, the Company preliminarily estimates that
remediation costs could amount up to $730,000. However, certain of the
remediation costs may be reimbursed pursuant to the terms of an indemnification
agreement between the Company and the previous owners of the Jackson facility.
Altoona, Pennsylvania
With respect to the Altoona, Pennsylvania facility, the Company has entered into
the State of Pennsylvania Department of Environmental Protection Act II Program
(the "Program"). The Program was entered to address issues of contamination from
closed hazardous waste lagoons and oil contamination of soil at such facility.
The chrome lagoons were closed in 1982. The Program is a voluntary site
remediation program which allows the Company to direct the site evaluation and
any eventual remediation. Preliminary costs are estimated at $185,000 to
complete the investigation phase of the Program. Once the investigation phase is
completed, a decision on remediation (if any) will be made. Insufficient
information exists at this point to estimate any remediation costs or if
remediation will be required. The Company is fully indemnified by the previous
owner for any costs associated with the Program, thus no liability has been
recorded at July 2, 2000.
Other
The Company has been named as a party in a Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") lawsuit by Southdown Environmental
Services ("Southdown") and Allworth, Inc. ("Allworth"). The Company is named
with approximately 200 other companies (the "Group") in the suit. The Company,
along with the other members of the Group, contracted with Allworth, and
subsequently Southdown, for treatment, storage and disposal of hazardous wastes
between 1978 and 1995. The suit seeks compensation from the Group for costs
related to environmental cleanup incurred by Southdown, and potentially
Allworth, at the site in Birmingham, Alabama. The site is presently owned by
Philips Services Corporation ("Philips"). To date, the Company has only incurred
legal fees associated with this matter. Negotiations have been ongoing,
unsuccessfully, between Philips, Southdown and
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<PAGE> 16
Allworth to reach a settlement. The Company's potential share of liability, if
any, is unknown at this point.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain of the statements and subject areas contained herein in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
are not based on historical or current facts deal with or may be impacted by
potential future circumstances and developments. Such statements and the
discussion of such subject areas involve, and are therefore qualified by, the
inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from the Company's actual future experience involving
any one or more of such subject areas. The Company has attempted to identify, in
context, certain of the factors that it currently believes may cause actual
future experience and results to differ from current expectations regarding the
relevant statement or subject area. The Company's operations and results may be
subject to the effect of other risks and uncertainties in addition to the
relevant qualifying factors identified herein, including but not limited to,
cyclicality and seasonality in the industries to which the Company sells its
products, the impact of competitive products and pricing, extraordinary
fluctuations in the pricing and supply of the Company's raw materials,
volatility of commodities markets, unanticipated developments in the areas of
environmental compliance and other risks and uncertainties identified from time
to time in the Company's reports filed with the Securities and Exchange
Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
There have been no material changes in the Company's market risk exposures
relating to interest rate risk and foreign currency risk that would
significantly affect the quantitative and qualitative disclosures presented in
the Form 10-K filing for the year ended December 31, 1999. At July 2, 2000, the
Company held foreign exchange forward contracts of $755,000 to hedge firm sales
transactions and had deferred hedging losses of $31,000. The Company's foreign
currency exposures relate primarily to France.
In connection with the purchase of certain raw materials, principally copper, on
behalf of certain customers for future manufacturing requirements, the Company
has entered into commodity forward contracts as deemed appropriate for these
customers to reduce the Company's risk of future price increases. The amount of
forward contracts and their respective fair values have materially changed since
December 31, 1999 primarily due to the change in copper prices.
At December 31, 1999, the Company had entered into contracts hedging certain
future commodity purchases through May 2001, of $32.6 million. The estimated
fair value of these outstanding contracts was approximately $38.3 million at
December 31, 1999. At July 2, 2000, the Company had entered into contracts
hedging certain future commodity purchases through December 2001 of $25.4
million. The estimated fair value of these outstanding contracts was
approximately $26.9 million at July 2, 2000. The effect of a 10% adverse change
in commodity prices at July 2, 2000 would change the estimated fair value of
these outstanding contracts to $24.2 million.
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<PAGE> 17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There were no material legal proceeding developments during the
three-month period ended July 2, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2000, the Company held its Annual Meeting of Stockholders.
The matters voted on at the meeting and the results of these votes are
as follows:
1. Election of Directors.
<TABLE>
<CAPTION>
Votes For Votes Withheld
---------- --------------
<S> <C>
10,860,880 118,198
</TABLE>
2. Appointment of Ernst & Young LLP as Independent Auditors.
<TABLE>
<CAPTION>
Votes For Votes Against Votes Abstained
---------- ------------- ---------------
<S> <C> <C>
10,940,566 29,226 9,286
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<S> <C>
10.1 Fourth Amendment to Credit Agreement dated May 31, 2000, by
and between the company, Wolverine Tube (Canada) Inc. and the
lenders named therein.
27.1 Financial Data Schedule (for SEC use only)
</TABLE>
(b) Reports
The Company filed no reports on Form 8-K during the three-month period
ended July 2, 2000.
15
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Wolverine Tube, Inc.
By: /s/ James E. Deason
---------------------------------------------------------------
Name: James E. Deason
Title: Executive Vice President, Chief Financial Officer,
Secretary and Director
Dated: August 14, 2000
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