SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
|x| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 1999
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: 333-31071
Wells Aluminum Corporation
(Exact name of Registrant as Specified in Its Charter)
Maryland 35-1139550
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
809 Gleneagles Court, Suite 300 21286
Baltimore, Maryland (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (410) 494-4500
-----------
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
As of November 10, 1999, the registrant had 729,892.5 shares of Common Stock
outstanding.
<PAGE>
WELLS ALUMINUM CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Part I - Financial Information
Item 1. Financial Statements (Unaudited): Page
Balance Sheets as of September 26, 1999 and December 31, 1998
(audited) 1
Statements of Operations for the three months and the nine months
ended September 26, 1999 and September 27, 1998 2
Statements of Cash Flows for the nine months ended September 26,
1999 and September 27, 1998 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
WELLS ALUMINUM CORPORATION
BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Sep. 26, Dec. 31,
1998 1999
--------- ---------
(Unaudited)
---------
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents .............................................. $ 12,460 $ 7,619
Accounts receivable, principally trade, less allowances of $480 and $442 35,723 26,213
Inventories ............................................................ 23,626 20,394
Other current assets ................................................... 3,120 2,319
--------- ---------
Total current assets ............................................... 74,929 56,545
Property, plant and equipment, at cost less accumulated depreciation ....... 29,435 28,276
Debt issuance costs, net of accumulated amortization of $1,449 and $984 ... 3,300 3,765
Goodwill, net of accumulated amortization of $14,553 and $13,662 ........... 32,471 33,362
Other assets ............................................................... 2,530 2,530
--------- ---------
Total assets ....................................................... $ 142,665 $ 124,478
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, principally trade .................................... $ 26,103 $ 14,186
Accrued expenses ....................................................... 11,685 10,053
--------- ---------
Total current liabilities .......................................... 37,788 24,239
Long-term debt ............................................................. 105,000 105,000
Deferred income taxes ...................................................... 5,021 5,446
Deferred benefit plan obligations .......................................... 3,015 2,572
--------- ---------
Total liabilities .................................................. 150,824 137,257
--------- ---------
Stockholders' equity:
Common stock, Class A, par value $0.01 per share, 1,100,000 shares
authorized and 729,892.5 and 728,642.5 shares issued ............... 7 7
Additional paid-in capital ............................................. 10 --
Accumulated deficit .................................................... (7,201) (11,811)
Additional minimum pension liability ................................... (975) (975)
--------- ---------
Total stockholders' equity ......................................... (8,159) (12,779)
--------- ---------
Total liabilities and stockholders' equity ......................... $ 142,665 $ 124,478
========= =========
</TABLE>
See accompanying notes.
1
<PAGE>
WELLS ALUMINUM CORPORATION
STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sep. 26, Sep. 27, Sep. 26, Sep. 27,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales .................................. $ 63,722 $ 61,903 $180,661 $192,577
Cost of sales .............................. 54,212 51,890 149,462 161,166
-------- -------- -------- --------
Gross profit ............................... 9,510 10,013 31,199 31,411
Selling, general and administrative expenses 5,246 2,589 14,981 10,624
-------- -------- -------- --------
Operating profit ........................... 4,264 7,424 16,218 20,787
Interest expense, net of interest income ... 2,678 2,702 8,145 8,109
-------- -------- -------- --------
Earnings before income taxes ............... 1,586 4,722 8,073 12,678
Income taxes ............................... 742 1,989 3,463 5,194
-------- -------- -------- --------
Net earnings ............................... $ 844 $ 2,733 $ 4,610 $ 7,484
======== ======== ======== ========
</TABLE>
See accompanying notes.
2
<PAGE>
WELLS ALUMINUM CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
Sep. 26, Sep. 27,
1999 1998
-------- --------
<S> <C> <C>
Operating activities:
Net earnings ................................................ $ 4,610 $ 7,484
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization ....................... 3,409 3,099
Deferred income taxes ............................... (223) 530
Pension curtailment gain ............................ -- (1,564)
Changes in operating assets and liabilities:
Accounts receivable, net ........................ (9,510) (1,264)
Inventories ..................................... (3,232) 765
Accounts payable and accrued expenses ........... 15,631 (3,217)
Other assets and liabilities .................... (719) (861)
-------- --------
Net cash provided by operating activities ................... 9,966 4,972
-------- --------
Investing activities:
Purchase of property, plant and equipment ................... (3,211) (2,337)
-------- --------
Net cash used in investing activities ....................... (3,211) (2,337)
-------- --------
Financing activities:
Proceeds from exercise of stock options ..................... 10 --
Payment of cash dividend .................................... (1,924) --
-------- --------
Net cash used in financing activities ....................... (1,914) --
-------- --------
Net increase in cash and cash equivalents ................... 4,841 2,635
Cash and cash equivalents at beginning of year .............. 7,619 5,352
-------- --------
Cash and cash equivalents at end of period .................. $ 12,460 $ 7,987
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
WELLS ALUMINUM CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(Dollars in Thousands)
1. General
Wells Aluminum Corporation (the "Company") is a domestic manufacturer of
aluminum extruded and fabricated products for several diverse industries
including building/construction, transportation, durable goods and
equipment/electrical.
2. Basis of Presentation
The foregoing unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles for complete
financial statements. In the opinion of management, these statements include all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the results for the nine months ended September 26, 1999.
Operating results for the interim periods of 1999 are not necessarily indicative
of the results that may be expected for the year ending December 31, 1999.
3. Reclassification
Certain amounts previously reported have been reclassified to conform
with the 1999 presentation.
4. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.
5. Inventories
The aluminum component of inventories, representing 58% and 67% of total
inventories at September 26, 1999 and December 31, 1998, respectively, is stated
at the lower of cost or market, using the last-in, first-out method (LIFO). The
labor, overhead and supplies components of inventories are carried at the lower
of cost or market using the first-in, first-out method (FIFO). The outside
purchased parts component of inventories are carried at the lower of cost or
market using the weighted average cost method.
The components of inventories are as follows:
Sep. 26, Dec. 31,
1999 1998
-------- --------
Raw materials ................................... $ 11,044 $ 10,233
Finished goods and work in progress ............. 12,724 9,589
Supplies ........................................ 603 572
-------- --------
Sub-total ................................... 24,371 20,394
Less LIFO reserve ............................... (745) --
-------- --------
Inventories ................................. $ 23,626 $ 20,394
4
<PAGE>
6. Related Party Transactions
During the nine months ended September 27, 1998, the Company purchased
aluminum in the amount of $5.4 million from CVG Industria Venezolana de
Aluminio, C.A. ("Venalum"), who was, at such time, an owner of 180,362.5 shares
of the Company's Class A common stock. On November 13, 1998, the Company
repurchased the common stock owned by Venalum, and as of that date, Venalum no
longer owned any shares of common stock of the Company. There were no amounts
payable to Venalum at September 26, 1999 and December 31, 1998.
7. Indebtedness
At September 26, 1999 and December 31, 1998, indebtedness consisted of
$105.0 million of 10.125% Series B Notes. There were no borrowings outstanding
under a revolving credit facility of $15.0 million.
8. Interest Expense, Net of Interest Income
Interest expense, net of interest income, is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sep. 26, Sep. 27, Sep. 26, Sep. 27,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Interest expense ........................... $ 2,672 $ 2,672 $ 8,016 $ 8,016
Amortization of debt issuance costs ........ 155 155 466 466
------- ------- ------- -------
Sub-total .............................. 2,827 2,827 8,482 8,482
Interest income ............................ (149) (125) (337) (373)
------- ------- ------- -------
Interest expense, net of interest income $ 2,678 $ 2,702 $ 8,145 $ 8,109
======= ======= ======= =======
</TABLE>
9. Futures Contracts and Forward Sales Contracts
In the normal course of business, the Company enters into forward sales
contracts with certain customers for the sale of fixed quantities of finished
products at scheduled intervals. The aluminum cost component of the forward
sales contract is fixed for the duration of the contract, based on forward
market prices at the inception of the contract. In order to hedge its exposure
to aluminum price volatility under these forward sales contracts, the Company
enters into aluminum futures contracts (a financial hedge) based on scheduled
deliveries.
At September 26, 1999, the Company was party to $9.4 million of aluminum
futures contracts through nationally recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between October 1999
and October 2000, covering 15.8 million pounds of aluminum at prices expected to
be settled financially in cash as they reach their respective settlement dates.
The market value of these aluminum futures contracts at September 26, 1999 was
$10.9 million. The Company does not engage in any speculative trading of futures
contracts.
5
<PAGE>
10. Commitments
At September 26, 1999, the Company has commitments with 11 North
American suppliers to purchase 25.4 million pounds of primary aluminum and
aluminum billet through December 31, 1999 at current market prices at the
delivery dates. Management expects that such quantity of aluminum will be
utilized in the normal course of operations during the terms of these
agreements.
11. Contingencies
The Company accrues for losses associated with environmental remediation
obligations when such losses are probable and reasonably estimable. Based upon
information that is currently available, management does not expect that the
resolution of environmental claims will have a material adverse effect on the
Company. However, given the inherent uncertainties in evaluating environmental
exposure, it is not possible to predict the amount of future costs of
environmental claims which may be subsequently determined. The Company has not
anticipated any insurance proceeds or third-party payments in determining its
estimated liability for environmental remediation.
The Company is a party to a number of other lawsuits and claims arising
out of the conduct of its business. Although the ultimate results of lawsuits
and other proceedings against the Company cannot be predicted with certainty,
management does not expect that these matters will have a material adverse
effect on the Company and its operations.
12. Labor Agreement
On November 9, 1999, the Company's collective bargaining agreement with
the local union at its two Missouri plants expired. The Company has been
negotiating with the union and has presented its final proposal for a new three
year contract. The union has scheduled a meeting with its members on the
Company's final proposal for Wednesday, November 10, 1999. At this time, the
union has not initiated a work stoppage, but there can be no assurance that the
union will refrain from such an action. The Company has taken steps to prepare
its Missouri plants for any possible work stoppage.
13. Other Matters
In April 1999, the Company retained the investment banking firm of ING
Barings LLC to assist the Company in exploring strategic alternatives to
maximize shareholder value. The alternatives could include taking the Company
public, selling the Company, recapitalizing the Company or pursuing acquisitions
for profitable growth. ING Barings LLC continues to advise the Company on its
strategic alternatives.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Wells Aluminum Corporation (the "Company") is a custom extruder,
finisher and fabricator of soft alloy aluminum products, serving principally the
building/construction, transportation, consumer durables and equipment/
electrical markets. The Company operates a network of seven facilities with 12
extrusion presses, located in six states in the midwestern and southeastern
United States, and also has its own casting facility for aluminum billet.
The following discussion contains forward-looking statements which
involve risks and uncertainties. The Company's actual results or future events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, raw
material costs and availability (primarily aluminum), labor market conditions,
the Company's level of utilization of its extrusion, finishing and fabrication
capacities, and the impact of capacity utilization on costs, whether and to what
extent the Company's capital expenditures can facilitate reductions in variable
costs, the highly competitive nature of the extrusion industry, and developments
with respect to contingencies such as environmental matters and litigation.
6
<PAGE>
Basis of Presentation
The following discussion of financial condition and the results of
operations for the three and nine months ended September 26, 1999 and September
27, 1998 are based on the unaudited results achieved by the Company. The
following tables set forth for the periods indicated, net sales, gross profit,
operating profit and net earnings, and for performance and other measurements,
pounds of product shipped, gross sales price per pound, Adjusted EBITDA (as
defined below) and Adjusted EBITDA per pound. The table also includes average
market prices of aluminum per pound and market price of aluminum per pound at
period-end.
Adjusted EBITDA is defined as earnings before interest expense, income
taxes and depreciation and amortization, and excludes LIFO charges or income and
gain from curtailment of pension plan. Adjusted EBITDA should not be considered
in isolation of, nor in substitute for, net income, cash flows from operations,
or other income or cash flow data prepared in accordance with generally accepted
accounting principles.
Statement of Operations Data:
Three Months Ended Nine Months Ended
------------------ -----------------
Sep. 26, Sep. 27, Sep. 26, Sep. 27,
Amounts in Thousands 1999 1998 1999 1998
- ------------------- --------- --------- --------- ---------
Net Sales - Products ......... $ 63,722 $ 61,903 $ 180,661 $ 189,048
Net Sales - Metal ............ -- -- -- 3,529
--------- --------- --------- ---------
Net Sales ................ 63,722 61,903 180,661 192,577
Cost of Sales - Products ..... 53,467 52,916 148,717 159,795
Cost of Sales - Metal ........ -- -- -- 3,492
LIFO (Income) Charges ........ 745 (1,026) 745 (2,121)
--------- --------- --------- ---------
Cost of Sales ............ 54,212 51,890 149,462 161,166
Gross Profit ................. 9,510 10,013 31,119 31,411
Operating Profit ............. 4,264 7,424 16,218 20,787
Net Earnings ................. $ 844 $ 2,733 $ 4,610 $ 7,484
Other Measurement Data:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
Sep. 26, Sep. 27, Sep. 26, Sep. 28,
Amounts in Thousands, Except Per Pound Data 1999 1998 1999 1998
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Pounds of Product Shipped ...................... 42,338 42,594 124,408 125,775
Gross Sales - Products ......................... $ 66,912 $ 64,965 $ 189,768 $ 197,524
Gross Sales Price per Pound .................... 1.580 1.525 1.525 1.570
Adjusted EBITDA ................................ $ 6,115 $ 5,776 $ 19,906 $ 19,735
Adjusted EBITDA per Pound ...................... 0.144 0.136 0.160 0.157
Average Market Price of Aluminum per Pound ..... $ 0.672 $ 0.639 $ 0.629 $ 0.684
Market Price of Aluminum per Pound at Period-End -- -- 0.715 0.640
</TABLE>
7
<PAGE>
Aluminum Prices. For the periods indicated, approximately 50-60% of the
Company's cost of sales - products reflect the cost of aluminum, its principal
raw material. The Company seeks to manage aluminum price fluctuations, which can
be volatile, principally either by passing aluminum prices through to customers
by systematic market indexed pricing or by fixing the cost of aluminum by
hedging against committed fixed price sales to customers. As a result, increases
and decreases in aluminum prices have generally caused similar increases and
decreases in selling prices, sales and costs of sales.
Business Activity. The Company's experience indicates that pounds of
product shipped has a direct impact on profitability, since a significant
portion of the Company's operating costs are fixed. The Company defines pounds
of product shipped as the weight of all extrusions shipped, including those
pounds transferred within the Company from which it manufactures fabricated
parts, components and assemblies, but excluding the pounds of aluminum related
to excess metal sales as described herein.
Financial and Other Measures. The Company believes that its abilities to
manage its sales spread (gross sales minus aluminum costs), control variable
spending and minimize its fixed cost structure are significant determinants of
profitability and resultant cash flow. The Company, therefore, monitors its
sales spread per pound, variable costs per pound and fixed costs per pound,
focusing on operating profit as a key performance measure. In addition, the
Company monitors Adjusted EBITDA, as it is relevant for debt covenant analysis
under a revolving credit facility and it can also be used as a measure of the
Company's ability to service its debt.
LIFO Inventory. The Company values its aluminum inventory under the
last-in, first-out (LIFO) method. During periods of rising aluminum prices,
compared to historical LIFO inventory values, the Company may incur LIFO
charges, which will reduce taxable income, and when aluminum prices subsequently
decline, the Company may recognize LIFO income, which will increase taxable
income. As a result of fluctuations in earnings levels resulting from the
application of LIFO, the Company excludes LIFO charges and LIFO income from
certain measures, such as Adjusted EBITDA.
Excess Metal Sales. The Company's policy is to sell excess metal
(primary aluminum ingot and billet) on the open market when necessary to
maintain aluminum inventory levels consistent with near-term business needs.
Imbalances in inventory can arise from the ongoing and efficient operation of
the Company's casting facility and from the Company's obligations to purchase
fixed amounts of primary aluminum ingot and billet under long-term supply
agreements. The sale of excess metal, which also reflects aluminum price
fluctuations, has minimal effect on profit performance since the prices of metal
bought and metal sold are closely matched. Pounds of excess metal sold are not
included in the calculation of pounds of product shipped, the Company's primary
indicator of business activity. In the normal course of business, the Company
also sells secondary aluminum billet and aluminum scrap, which are not accounted
for as excess metals sales.
Reclassification of Sales and Marketing End Use Data
In the nine months ended September 26, 1999, the Company completed an
evaluation of the markets of its customers by the end use codes as established
by the Aluminum Association and the Aluminum Extruders Council. These end use
codes are used to compile aluminum industry statistics by specific markets. As a
result of the evaluation, the Company reclassified certain pounds shipped to its
customers during 1999 and 1998 from one market designation to another
designation. The analysis of pounds shipped to a specific market contained
herein is based on the consistent application of end use codes for the periods
under comparison.
8
<PAGE>
Three Months Ended September 26, 1999 Compared to Three Months Ended September
27, 1998
The Company's net sales, consisting of net sales - products only,
increased to $63.7 million in the three months ended September 26, 1999 from
$61.9 million in the three months ended September 27, 1998, an increase of $1.8
million or 2.9%. Gross sales of value added products, which includes painted,
anodized and fabricated products, increased $4.8 million, or 13.6%, to $40.1
million in the three months ended September 26, 1999 from $35.3 million in the
three months ended September 27, 1998. The increase in value added sales
reflected the introduction of a significant fabrication program with a large
transportation account. Gross sales of mill finished extrusions decreased $2.9
million, or 9.8%, to $26.8 million in the three months ended September 26, 1999
from $29.7 million in the three months ended September 27, 1998. The gross sales
price per pound increased by 3.6%, reflecting the effect of an increase of
$0.033 in the average market price per pound of aluminum, a higher percentage of
value added sales as compared to mill finished sales and an improved customer
and product mix in value added sales, offset by a changing customer and product
mix in mill finished sales.
Pounds of product shipped decreased 0.3 million pounds, or 0.7%, to 42.3
million in the three months ended September 26, 1999 from 42.6 million pounds of
product shipped in the three months ended September 27, 1998. The decrease in
shipments reflected a reduction in effective capacity from the level of the
prior year as a result of a management decision to limit overtime and the use of
temporary workers. Shipments to commercial construction were relatively
unchanged with increased shipments to store front accounts offsetting reduced
shipments to air handling accounts. In residential construction, shipments
decreased 2.1 million pounds, reflecting reduced demand at some window and door
accounts as well as a management decision to limit capacity allocated to lower
margin residential door, window and manufactured housing accounts. Shipments to
transportation increased 2.8 million pounds as a result of increased shipments
to manufacturers of trucks, school buses and specialty transportation accounts.
In consumer durables, shipments remained unchanged with increased shipments to
manufacturers of office furniture offsetting slight shipment decreases to
manufacturers of pleasure boats and other consumer products. Shipments to
equipment/electrical were also unchanged with increased shipments to equipment
manufacturers offsetting decreased shipments to manufacturers of electrical
products. The decrease in shipments of 1.0 million pounds to distributors/other
reflected a management decision to limit capacity allocated to select lower
margin distributor accounts.
Cost of sales, consisting of cost of sales - products only, increased to
$54.2 million in the three months ended September 26, 1999 from $51.9 million in
the three months ended September 27, 1998, an increase of $2.3 million or 4.4%.
This increase resulted from increases in operating costs of $3.6 million and
LIFO charges of $1.8 million offset by a $3.1 million decrease in aluminum
costs. Variable costs per pound increased to $0.527 in the three months ended
September 26, 1999 from $0.441 in the three months ended September 27, 1998, a
change of $0.086 per pound. This increase per pound was primarily due to
increased labor costs, purchased services and maintenance expenses related to
the accelerated introduction of a significant fabrication program and increased
maintenance activities related to improving extrusion press and paint line
utilization.
Gross profit decreased to $9.5 million in the three months ended
September 26, 1999 from $10.0 million in the three months ended September 27,
1998, a decrease of $0.5 million or 5.0%.
9
<PAGE>
Selling, general and administrative expenses increased to $5.2 million
in the three months ended September 26, 1999 from $2.6 million in the three
months ended September 27, 1998, an increase of $2.6 million or 100.0%. This
increase is attributable to increases in compensation costs of $0.6 million
resulting from the employment of new management personnel, non-recurring costs
of $0.3 million related to the new fabrication program, and increases in other
selling and administrative expenses of $0.1 million as well as the exclusion of
a $1.6 million gain resulting from the curtailment of a defined benefit plan for
salaried employees in September 1998.
Operating profit decreased to $4.3 million in the three months ended
September 26, 1999 from $7.4 million in the three months ended September 27,
1998, a decrease of $3.1 million or 41.9%.
Interest expense, net of interest income, was $2.7 million in the three
months ended September 26, 1999 and September 27, 1998. Income tax expense
decreased to $0.7 million in the three months ended September 26, 1999 from $2.0
million in the three months ended September 27, 1998, a decrease of $1.3
million, or 65.0%. The effective tax rates for the three months ended September
26, 1999 and September 27, 1998 were 46.8% and 42.1%, respectively, which
differed from the federal statutory rate of 35% primarily due to the goodwill
amortization and state income taxes.
Net earnings decreased to $0.8 million in the three months ended
September 26, 1999 from $2.7 million in the three months ended September 27,
1998, a decrease of $1.9 million or 70.4%.
Adjusted EBITDA (as defined herein) increased to $6.1 million in the
three months ended September 26, 1999 from $5.8 million in the three months
ended September 27, 1998, an increase of $0.3 million or 5.2%. The increase in
Adjusted EBITDA consisted of an improved sales spread of $5.2 million, offset by
a small decrease in sales volume of $0.1 million and an increase in total
operating costs of $4.8 million. The increase in sales spread was affected by
the higher percentage of value added sales as compared to mill finished sales
and also by the continuing increase in aluminum prices in the third quarter of
1999, since market indexed prices charged to customers increased more rapidly
than the costs charged from aluminum inventory. Adjusted EBITDA per pound
increased $0.008 to $0.144 in the three months ended September 26, 1999,
reflecting both the higher Adjusted EBITDA and the decreased pounds of product
shipped.
Nine Months Ended September 26, 1999 Compared to Nine Months Ended September 27,
1998
The Company's net sales decreased to $180.7 million in the nine months
ended September 26, 1999 from $192.6 million in the nine months ended September
27, 1998, a decrease of $11.9 million or 6.2%. Net sales - products decreased to
$180.7 million in the nine months ended September 26, 1999 from $189.0 million
in the nine months ended September 27, 1998, a decrease of $8.3 million or 4.4%.
Gross sales of value added products increased $5.0 million, or 4.7%, to $111.8
million in the nine months ended September 26, 1999 from $106.8 million in the
nine months ended September 27, 1998. The increase in value added sales
reflected the introduction of a significant fabrication program with a large
transportation account. Gross sales of mill finished extrusions decreased $12.7
million, or 14.0%, to $78.0 million in the nine months ended September 26, 1999
from $90.7 million in the nine months ended September 27, 1998. The gross sales
price per pound decreased by 2.9%, reflecting the effect of a decline of $0.055
in the average market price per pound of aluminum and a changing customer and
product mix in mill finished sales, offset by a higher percentage of value added
sales as compared to mill finished sales and an improved customer and product
mix in value added sales.
Pounds of product shipped decreased 1.4 million pounds, or 1.1%, to
124.4 million in the nine months ended September 26, 1999 from 125.8 million
pounds of product shipped in the nine months ended September 27, 1998. The
decrease in shipments reflected a reduction in effective capacity from the level
of the prior year as a result of a management decision to limit overtime and the
use of temporary workers. Shipments to commercial construction increased 0.3
million pounds, primarily due to increased shipments to a number of specialty
building products manufacturers, offset by reduced shipments to air handling
equipment accounts. In residential construction, shipments decreased 3.0 million
pounds, reflecting reduced demand at some door and window accounts as well as a
management decision to limit capacity allocated to lower margin residential
door, window and manufactured housing accounts. Shipments to transportation
increased 3.0 million pounds, primarily due to increased business with major
truck, bus and specialty vehicle manufacturers offset by decreased shipments to
truck trailer accounts. In consumer durables, shipments increased 0.3 million
pounds, reflecting increased shipments to manufacturers of pleasure boats and
office furniture. Shipments to equipment/electrical decreased 1.5 million
pounds, primarily due to decreased shipments to a manufacturer of material
handling systems. The decrease in shipments of 0.5 million pounds to
distributors/other reflected a management decision to limit capacity allocated
to select lower margin distributor accounts.
10
<PAGE>
Cost of sales decreased to $149.5 million in the nine months ended
September 26, 1999 from $161.2 million in the nine months ended September 27,
1998, a decrease of $11.7 million or 7.3%. Cost of sales - products decreased to
$148.7 million in the nine months ended September 26, 1999 from $159.8 million
in the nine months ended September 27, 1998, a decrease of $11.1 million or
6.9%. This decrease resulted from a $15.6 million decrease in aluminum costs
offset by increases in operating costs of $1.6 million and LIFO charges of $2.9
million. Variable costs per pound increased to $0.480 in the nine months ended
September 26, 1999 from $0.441 in the nine months ended September 27, 1998, a
change of $0.039 per pound. This increase per pound was primarily due to
increased labor costs, purchased services and maintenance expenses related to
the accelerated introduction of significant fabrication program and increased
maintenance activities related to improving extrusion press and paint line
utilization.
Gross profit decreased to $31.2 million in the nine months ended
September 26, 1999 from $31.4 million in the nine months ended September 27,
1998, a decrease of $0.2 million or 0.6%.
Selling, general and administrative expenses increased to $15.0 million
in the nine months ended September 26, 1999 from $10.6 million in the nine
months ended September 27, 1998, an increase of $4.4 million or 41.5%. This
increase is attributable to increases in compensation costs of $0.9 million
resulting from the employment of new management personnel, non-recurring costs
of $0.3 million related to the new fabrication program, non-recurring
professional fees of $0.4 million primarily for a profit system consulting
engagement, and increases in other selling and administrative expenses of $0.6
million as well as the exclusion of a $1.6 million gain resulting from the
curtailment of a defined benefit plan for salaried employees in September 1998
and $0.6 million of miscellaneous income from an insurance refund received in
1998.
Operating profit decreased to $16.2 million in the nine months ended
September 26, 1999 from $20.8 million in the nine months ended September 27,
1998, a decrease of $4.6 million or 22.1%.
Interest expense, net of interest income, was $8.1 million in the nine
months ended September 26, 1999 and September 27, 1998. Income tax expense
decreased to $3.5 million in the nine months ended September 26, 1999 from $5.2
million in the nine months ended September 27, 1998, a decrease of $1.7 million,
or 32.7%. The effective tax rates for the nine months ended September 26, 1999
and September 27, 1998 were 42.9% and 41.0% respectively, which differed from
the federal statutory rate of 35% primarily due to the goodwill amortization and
state income taxes.
Net earnings decreased to $4.6 million in the nine months ended
September 26, 1999 from $7.5 million in the nine months ended September 27,
1998, a decrease of $2.9 million or 38.7%.
Adjusted EBITDA (as defined herein) increased to $19.9 million in the
nine months ended September 26, 1999 from $19.7 million in the nine months ended
September 27, 1998, an increase of $0.2 million or 1.0%. The increase in
Adjusted EBITDA consisted of an improved sales spread of $8.9 million, offset by
a decrease in sales volume of $0.4 million and an increase in total operating
costs of $8.3 million. The increase in sales spread was affected by the higher
percentage of value added sales as compared to mill finished sales and also by
the continuing increase in aluminum prices in the second and third quarters of
1999, since market indexed prices charged to customers increased more rapidly
than the costs charged from aluminum inventory. Adjusted EBITDA per pound
increased $0.003 to $0.160 in the nine months ended September 26, 1999,
reflecting both the higher Adjusted EBITDA and the decreased pounds of product
shipped.
11
<PAGE>
Liquidity and Capital Resources
The Company has historically obtained funds from its operations,
augmented by borrowings under various credit agreements. Aluminum price changes
increase or decrease working capital requirements since the dollar value of
accounts receivable, inventories and accounts payable reflect these changes.
Working capital requirements are generally higher during periods of higher
aluminum prices.
As of September 26, 1999, the Company had $105.0 million of 10.125%
Series B Notes outstanding and no borrowings under a revolving credit facility.
The ability of the Company to satisfy its obligations pursuant to such
indebtedness, including the Series B Notes and the Indenture under which these
notes were issued, will be dependent upon the Company's future performance,
which, in turn, will be subject to management, financial and other business
factors affecting the business and operations of the Company, some of which are
not in the Company's control. The Company's liquidity may also be impacted by
environmental and other regulatory matters.
The Company believes that cash flow from operating activities, together
with borrowings available under a revolving credit facility, will be sufficient
to fund currently anticipated working capital needs and capital expenditure
requirements for at least several years. However, there can be no assurance that
this will be the case.
Cash Flows from Operating Activities
Cash provided by operations for the nine months ended September 26, 1999
was $10.0 million as compared to $5.0 million for the nine months ended
September 27, 1998, an increase of $5.0 million or 100.0%. Cash flow increased
primarily as a result of the effect of increases in accounts payable and accrued
expenses offsetting the effect of reduced net earnings and increases in
inventories and accounts receivable.
Total working capital at September 26, 1999 was $37.1 million compared
to $32.3 million at December 31, 1998, an increase of $4.8 million or 14.9%.
Changes in working capital accounts, including a $4.8 million increase in cash
and cash equivalents, reflected factors such as the impact of changing business
activity, the timing of incentive compensation payments, the effect of changing
aluminum prices, and the timing of interest payments.
Cash Flows from Investing Activities
Expenditures for property, plant and equipment for the nine months ended
September 26, 1999 and September 27, 1998 were $3.2 million and $2.3 million,
respectively. The higher expenditure for the nine months ended September 26,
1999 reflected funds spent on equipment and tooling for new fabrication
business. The Company anticipates that expenditures for property, plant and
equipment will approach $4.0 million in 1999 and will average $3.5 million per
annum in the following four years. In 1999, approximately $3.0 million of the
annual $4.0 million expenditure is expected to be invested in productivity
improvements and capacity enhancements, with the remainder expected to be used
for maintenance capital. In the following four years, approximately $2.5 million
of the annual $3.5 million expenditure is expected to be invested in
productivity improvements and capacity enhancements, with the remainder expected
to be used for maintenance capital.
12
<PAGE>
Cash Flows from Financing Activities
In January 1999, the Company paid a cash dividend of $2.64 per share, or
$1.9 million, to the holders of its Class A common stock. In March 1999, the
Company received $10,000 resulting from the exercise of 1,250 stock options at
an exercise price of $8.00 per option.
Futures Contracts and Forward Sales Contracts
In the normal course of business, the Company enters into forward sales
contracts with certain customers for the sale of fixed quantities of finished
products at scheduled intervals. The aluminum cost component of the forward
sales contract is fixed for the duration of the contract, based on forward
market prices at the inception of the contract. In order to hedge its exposure
to aluminum price volatility under these forward sales contracts, the Company
enters into aluminum futures contracts (a financial hedge) based on scheduled
deliveries.
At September 26, 1999, the Company was party to $9.4 million of aluminum
futures contracts through nationally recognized brokerage firms and major metal
brokers. These aluminum futures contracts are for periods between October 1999
and October 2000, covering 15.4 million pounds of aluminum at prices expected to
be settled financially in cash as they reach their respective settlement dates.
The market value of these aluminum futures contracts at September 26, 1999 was
$10.9 million. The Company does not engage in any speculative trading of futures
contracts.
LIFO Adjustment and Inflation
The largest component of the Company's cost of sales is aluminum, its
principal raw material. Aluminum costs can be volatile, and reported results may
vary due to LIFO adjustments, as previously discussed. With the exception of
LIFO adjustments, the Company does not believe that inflation has had a
significant impact on its results of operations for the three months and nine
months ended September 26, 1999 and September 27, 1998.
Seasonality
The Company generally does not experience significant seasonality in its
business. However, working capital requirements are often higher and operating
results are often lower during the fourth quarter principally due to reduced
shipments of product and increased inventory due to the decrease in sales during
the holiday season and increased accounts receivable due to customers delaying
payment until after the year-end.
Year 2000 Systems Compliance
The Company has undertaken a number of initiatives to ensure that its
computer systems, microprocessors, electronic data interchange (EDI) systems,
and other computer based applications are compliant with the Year 2000
requirements. The Year 2000 issue stems from the fact that many computer
programs were written with two, rather than four, digits to identify the
applicable year. As a result, computer programs with time-sensitive software may
recognize a two-digit code for any year in the next century as related to this
century; for example, "00" entered into a date-field for the year 2000 may be
interpreted as the year 1900, resulting in system failures or miscalculations
and disruptions of operations, including, among other things, a temporary
inability to process transactions or engage in other normal business activities.
13
<PAGE>
The Company has completed an evaluation of its centralized main computer
system and related software and manufacturing equipment and facilities and has
determined that this system and the software and manufacturing equipment and
facilities are compliant with the Year 2000 requirements. The Company has
completed evaluating its other computer systems, microprocessors, EDI systems
and other computer based applications for Year 2000 compliance, and all systems
and applications excepting the EDI systems are compliant. The Company expects to
make the EDI system compliant in the fourth quarter of 1999.
The Company continues to contact vendors and customers to determine the
extent to which the Company's interface systems are vulnerable to the failure of
such companies to remediate their own Year 2000 issues. There is no guarantee
that the systems of the Company's vendors and customers on which the Company's
systems rely will be modified or converted on a timely basis by such companies
and that such Year 2000 issues would not have a material impact on the
operations of the Company.
The Company continues to inquire of its significant suppliers and
subcontractors that do not share information systems with the Company ("external
agents"). To date, the Company has received 70% of vendor compliance
documentation. The Company is not aware of any external agent with a Year 2000
issue that would materially impact the Company's results of operations,
liquidity, or capital resources. However, the Company has no means of ensuring
that external agents will be Year 2000 compliant. The inability of external
agents to complete their Year 2000 resolution process in a timely fashion could
materially impact the Company. The effect of non-compliance by external agents
is not determinable.
Management of the Company believes it has an effective program in place
to resolve the Year 2000 issue in a timely manner. As noted above, the Company
has not yet completed all necessary phases of the Year 2000 program. The Company
does not believe the remaining phases would significantly impact the Company's
ability to take customer orders, manufacture and ship products, invoice
customers or collect payments. However, disruptions in the economy generally
resulting from Year 2000 issues could materially adversely affect the Company.
The Company could be subject to litigation for computer systems product failure;
for example, computer equipment shutdown or failure to properly date business
records. The amount of potential liability and lost revenue cannot be reasonably
estimated at this time.
Except as described above, the Company has not developed a contingency
plan for the reasonably likely worst case scenario concerning the Year 2000
issue. If a Year 2000 problem were to occur that the Company could not
successfully resolve, it could have a material adverse effect on the results of
operations and financial condition of the Company.
Termination of Retirement Plan for Salaried Employees
The Company has received notification that the Internal Revenue Service
has approved the termination of the Retirement Plan for Salaried Employees. In
the fourth quarter of 1999, the Company expects to record expense of
approximately $1.1 million associated with settling the Retirement Plan for
Salaried Employees.
Commitments
At September 26, 1999, the Company had commitments with 11 North
American suppliers to purchase 25.4 million pounds of primary aluminum and
aluminum billet through December 1999 at current market prices at the delivery
dates. Management expects that such quantities of aluminum will be utilized in
the normal course of operations during the terms of these agreements.
14
<PAGE>
Contingencies
The Company has received notice of claims asserting potential liability
under various federal and state environmental laws. The Company accrues for
losses associated with environmental remediation obligations when such losses
are probable and reasonably estimable. Based upon information that is currently
available, management does not expect that the resolution of environmental
claims will have a material adverse effect on the Company. However, given the
inherent uncertainties in evaluating environmental exposure, it is not possible
to predict the amount of future costs of environmental claims which may be
subsequently determined. The Company has not anticipated any insurance proceeds
or third-party payments in determining its estimated liability for environmental
remediation.
The Company is a party to a number of other lawsuits and claims arising
out of the conduct of its business. Although the ultimate results of lawsuits
and other proceedings against the Company cannot be predicted with certainty,
management does not expect that these matters will have a material adverse
effect on the Company and its operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See "Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Futures Contracts and Forward Sales Contracts."
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Corporation during the
quarter covered by this report.
(c) All other items were not applicable.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WELLS ALUMINUM CORPORATION
By: /s/ W. Russell Asher
-------------------------------
W. Russell Asher
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
Date: November 10, 1999
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