<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended: July 1, 2000
--------------------
Commission file number: 0-20328
-------------------
AMTROL INC.
(exact name of registrant as specified in its charter)
Rhode Island 05-0246955
------------------------------ ---------------------------
1400 Division Road, West Warwick, RI 02893-1008
(Address of principal executive offices)
Registrant's telephone number, including area code: (401) 884-6300
------------------------
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 of the issuer's classes of
common stock, as of the latest practicable date.
100 SHARES OF COMMON STOCK $.01 PAR VALUE
-----------------------------------------
as of July 1, 2000
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AMTROL INC. AND SUBSIDIARIES........
--------------------------------------------------------------------------------
FORM 10-Q FOR THE QUARTER ENDED JULY 1, 2000
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets -
July 1, 2000 and December 31, 1999 2
Consolidated Statements of Operations -
For the Quarter and Six Months Ended July 1, 2000
and July 3, 1999 3
Consolidated Statements of Shareholders' Equity -
For the Six Months Ended July 1, 2000 4
Consolidated Statements of Cash Flows -
For the Six Months Ended July 1, 2000 and July 3, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
1
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AMTROL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
JULY 1, 2000 DECEMBER 31, 1999
------------ -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 894 $ 674
Accounts receivable, less allowance for doubtful accounts 33,960 30,340
Inventories 24,944 22,346
Prepaid income taxes 1,331 1,390
Prepaid expenses and other 3,203 1,675
--------- ---------
Total current assets 64,332 56,425
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET 44,652 47,100
OTHER ASSETS:
Goodwill 164,217 166,520
Deferred financing costs 5,146 5,704
Deferred income taxes 5,095 5,092
Other 800 904
--------- ---------
175,258 178,220
--------- ---------
$ 284,242 $ 281,745
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 4,253 $ 4,935
Notes payable to banks 5,170 790
Accounts payable 28,323 22,535
Accrued expenses 11,234 15,804
Accrued interest 857 789
Accrued income taxes 1,574 2,571
--------- ---------
Total current liabilities 51,411 47,424
--------- ---------
LONG TERM DEBT, LESS CURRENT MATURITIES 163,914 163,385
OTHER NONCURRENT LIABILITIES 5,078 5,633
SHAREHOLDERS' EQUITY
Capital stock $.01 par value - authorized 1,000 shares,
100 shares issued - -
Additional paid-in capital 90,406 90,156
Retained deficit (23,418) (22,503)
Accumulated other comprehensive loss (3,149) (2,350)
--------- ---------
Total shareholders' equity 63,839 65,303
--------- ---------
$ 284,242 $ 281,745
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
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AMTROL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
---------------------------- ---------------------------
JULY 1, 2000 JULY 3, 1999 JULY 1, 2000 JULY 3, 1999
-------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
NET SALES $ 48,618 $ 55,909 $ 100,274 $ 110,318
COST OF GOODS SOLD 36,741 40,664 74,743 81,150
-------- -------- --------- ---------
GROSS PROFIT 11,877 15,245 25,531 29,168
OPERATING EXPENSES
Selling, general and administrative 6,468 7,155 13,466 15,364
Amortization of goodwill 1,117 1,115 2,233 2,231
-------- -------- --------- ---------
Income from operations 4,292 6,975 9,832 11,573
OTHER INCOME (EXPENSE):
Interest expense (4,810) (4,871) (9,671) (9,922)
Interest income 51 32 81 56
License and distributorship fees 53 45 105 90
Other, net (165) 65 234 162
-------- -------- --------- ---------
Income (loss) before provision
for income taxes (579) 2,246 581 1,959
PROVISION FOR INCOME TAXES 647 1,312 1,496 1,765
-------- -------- --------- ---------
NET INCOME (LOSS) ($ 1,226) $ 934 ($ 915) $ 194
======== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
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AMTROL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 1, 2000:
Accumulate
Additional Other
Paid in Retained Comprehensive Comprehensive
Common Stock Capital Deficit Income (Loss) Income (Loss)
------------ ---------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ - $ 90,156 $(22,503) $ (2,350) $ -
Net income 311 311
Currency translation adjustment (931) (931)
------- -------- -------- -------- -------
Balance, April 1, 2000 - 90,156 (22,192) (3,281) (620)
Capital contribution 250
Net loss (1,226) (1,226)
Currency translation adjustment 132 132
------- -------- -------- -------- -------
Balance, July 1, 2000 $ - $ 90,406 $(23,418) $ (3,149) $ 1,714)
======= ======== ======== ======== =======
SIX MONTHS ENDED JULY 3, 1999:
Accumulate
Additional Other
Paid in Retained Comprehensive Comprehensive
Common Stock Capital Deficit Income (Loss) Income (Loss)
------------ ---------- -------- ------------- -------------
Balance, December 31, 1998 $ - $ 89,823 $(24,363) $ 488 $ -
Net loss - - (740) - (740)
Currency translation adjustment - - - (1,516) (1,516)
------- -------- -------- -------- -------
Balance, April 3, 1999 - 89,823 (25,103) (1,028) (2,256)
Capital contribution 250
Net income 934 934
Currency translation adjustment (1,160) (1,160)
------- -------- -------- -------- -------
Balance, July 3, 1999 $ - $ 90,073 $(24,169) $ (2,188) $(2,482)
======= ======== ======== ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
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AMTROL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------------------
JULY 1, 2000 JULY 3, 1999
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (915) $ 194
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities -
Depreciation and amortization 7,245 7,151
Provision for losses on accounts receivable 15 123
Changes in operating assets and liabilities (8,049) (1,608)
-------- --------
Net cash provided by (used in) operating activities (1,704) 5,860
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment 31 961
Capital expenditures (2,784) (2,665)
-------- --------
Net cash used in investing activities (2,753) (1,704)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (17,837) (23,039)
Issuance of debt 22,277 17,691
Capital contribution 250 250
-------- --------
Net cash provided by (used in) financing activities 4,690 (5,098)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 233 (942)
Effect of exchange rate changes on cash and cash equivalents (13) (93)
Cash and Cash Equivalents, beginning of period 674 1,088
-------- --------
Cash and Cash Equivalents, end of period $ 894 $ 53
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
1. BASIS OF PRESENTATION
---------------------
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present
fairly, in accordance with generally accepted accounting principles,
the financial position, results of operations and cash flows of AMTROL
Inc. and its subsidiaries ("the Company") for the interim periods
presented. Such adjustments consisted of only normal recurring items.
The results of operations for the interim periods shown in this report
are not necessarily indicative of results for any future interim period
or for the entire year. These consolidated financial statements do not
include all disclosures associated with annual financial statements and
accordingly should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K.
2. USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
3. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
GOODWILL
Goodwill represents the excess of purchase price over the fair value of
net assets acquired in connection with the 1996 acquisition of the
Company by affiliates of the Cypress Group L.L.C., the 1997 acquisition
of Petroleo Mecanica ALFA, S.A. ("ALFA") and the 1998 acquisition of
NOVA Wassererwarmer GmbH ("NOVA") and is included in other assets.
Goodwill is being amortized up to 40 years.
DEFERRED FINANCING COSTS
Deferred financing costs are stated at cost as a component of other
assets and are amortized over the life of the related debt using the
effective interest method. Amortization of deferred financing costs is
included in interest expense.
6
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AMTROL INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONT.
------------------------------------------------
(UNAUDITED)
-----------
3. SIGNIFICANT ACCOUNTING POLICIES-CONT.
-------------------------------------
RECLASSIFICATIONS
Certain amounts in prior periods have been reclassified to permit
comparison to the current year presentation.
4. INVENTORIES
-----------
Inventories are stated at the lower of cost or market and were as
follows (in thousands):
JULY 1, DECEMBER 31,
2000 1999
-------- ------------
Raw materials and work in process $ 11,550 $ 11,689
Finished goods 13,394 10,657
--------- --------
$ 24,944 $ 22,346
========= ========
5. LONG-TERM DEBT
--------------
The Bank Credit Agreement (the "Agreement") between the Company and a
syndicate of lenders provides for secured borrowings consisting of (i)
a five and one-half year revolving credit facility providing for up to
$30 million in revolving loans, $5.0 million of which may be used for
letters of credit (the "Revolving Credit Facility") and (ii) a term
loan facility consisting of a five and one-half year Tranche A Term
Loan, $6.3 million at July 1, 2000, and a seven and one-half year
Tranche B Term Loan, $43.5 million at July 1, 2000, (collectively, the
Term Loans). In addition, the Company has issued $115.0 million of
Senior Subordinated Notes due in 2006 (the "Notes"). The Notes are
unsecured obligations of the Company. The Notes bear interest at a rate
of 10.625% per annum, which is payable semi-annually on each June 30
and December 31.
Under the terms of the Agreement, AMTROL is required to comply, and is
in compliance, with certain financial covenants and restrictions as of
July 1, 2000.
7
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONT.
------------------------------------------------
(UNAUDITED)
-----------
6. PROVISION FOR INCOME TAXES
--------------------------
The effective income tax rates used in the interim financial statements
are estimates of the full year's rates. The difference for 2000 between
the provision computed using the statutory U.S. federal income tax rate
and the provision for income taxes in the accompanying consolidated
financial statements is primarily the result of goodwill amortization.
7. BUSINESS SEGMENT INFORMATION
----------------------------
AMTROL's reportable segments are delineated geographically. The
segments are managed separately because of their different product
offerings, markets served, manufacturing processes and cost structures.
The Company's North American segment operates manufacturing facilities
in Rhode Island, Kentucky, Maryland and Ohio, and operates a
distribution facility in Ontario, Canada. This segment manufactures and
markets products used principally in flow control, storage, heating,
and other treatment of fluids in the water system and HVAC markets.
These products are marketed throughout the world but primarily in North
America, Western Europe, Asia and Mexico.
The Company's European segment includes the Company's facilities in
Guimaraes, Portugal, Donaueschingen, Germany and Poznan, Poland. The
Guimaraes facility manufactures returnable and non-returnable steel gas
cylinders for storing cooking, heating and refrigerant gases which are
marketed throughout Europe, the Middle East and Africa, as well as the
Far East. The Donaueschingen facility manufactures residential and
commercial water heaters marketed primarily in Switzerland, Austria and
Germany. The Poznan facility refurbishes non-returnable steel gas
cylinders.
The primary criteria by which financial performance is evaluated and
resources are allocated include revenues, operating income and EBITDA
as defined below. The following is a summary of key financial data by
segment:
8
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONT.
------------------------------------------------
(UNAUDITED)
-----------
QUARTER ENDED SIX MONTHS ENDED
-------------------- ----------------------
JULY 1, JULY 3, JULY 1, JULY 3,
2000 1999 2000 1999
------- ------- -------- --------
Sales to external customers
North America $33,012 $38,443 $ 67,457 $ 75,092
Europe 15,606 17,466 32,817 35,226
------- ------- -------- --------
Consolidated $48,618 $55,909 $100,274 $110,318
======= ======= ======== ========
Income from operations
North America $ 3,258 $ 5,056 $ 7,786 $ 8,531
Europe 1,034 1,919 2,046 3,042
------- ------- -------- --------
Consolidated $ 4,292 $ 6,975 $ 9,832 $ 11,573
======= ======= ======== ========
EBITDA
North America $ 5,626 $ 7,269 $ 12,565 $ 12,993
Europe 2,025 3,082 4,484 5,459
------- ------- -------- --------
Consolidated $ 7,651 $10,351 $ 17,049 $ 18,452
======= ======= ======== ========
"EBITDA" is defined as earnings (net income/loss) before interest, taxes,
depreciation and amortization, which amounts are disclosed in the
statement of operations. Operating income for the North America business
segment above is reduced by goodwill amortization for each year
presented.
9
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
ITEM 2.
-------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
OVERVIEW
--------
This Quarterly Report includes "forward-looking statements" within the meaning
of the securities laws. All statements other than statements of historical facts
included in this Quarterly Report regarding the Company's financial position and
strategic plans are forward-looking statements. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from such expectations include, but are not limited to, the Company's
ability to successfully implement its business strategy, the availability and
cost of raw materials, changes in government regulation or enforcement policies,
particularly those related to refrigerant gases and building and energy
efficiency requirements, development of competing technologies, acceptance of
the Company's existing and planned new products in international markets,
competition in the Company's markets, the rate of growth of developing economies
and demand for the Company's products, the ultimate cost of future warranty
claims, whether the Company succeeds in acquiring new businesses, and general
economic, financial and business conditions, both domestically and
internationally.
10
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AMTROL INC. AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following table sets forth, for the periods indicated, the percentages of
the Company's net sales represented by certain income and expense items in the
Company's Consolidated Statements of Operations.
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
----------------------------- -------------------------------
JULY 1, 2000 JULY 3, 1999 JULY 1, 2000 JULY 3, 1999
------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Goods Sold 75.6 72.7 74.5 73.6
----- ----- ----- -----
Gross Profit 24.4 27.3 25.5 26.4
Selling, General and
Administrative Expenses 13.3 12.8 13.4 13.9
Amortization of Goodwill 2.3 2.0 2.2 2.0
----- ----- ----- -----
Income from Operations 8.8 12.5 9.9 10.5
Interest Expense (9.9) (8.7) (9.6) (9.0)
Interest Income 0.1 0.1 0.1 0.1
Other Income (Expense), net (0.3) 0.2 0.2 0.2
----- ----- ----- -----
Income (loss) before Provision
for Income Taxes (1.3) 4.1 0.6 1.8
Provision for Income Taxes 1.3 2.4 1.5 1.6
----- ----- ----- -----
Net Income (Loss) (2.6)% 1.7% (0.9)% 0.2%
===== ===== ===== =====
</TABLE>
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AMTROL INC. AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SECOND QUARTER ENDED JULY 1, 2000
Net sales for the second quarter decreased $7.3 million or 13.0% compared to the
second quarter of 1999. In North America, net sales in the second quarter
declined 14.1% principally as a result of increased competition and pricing
pressures in the Company's Water Systems business. In Europe, second quarter
sales decreased 10.6% due principally to the weakness of the Euro and
Euro-linked currencies. Approximately 25% of the Company's consolidated net
sales are denominated in Euros or Euro-linked currencies. The average value of
the Euro in the second quarter of 2000 was approximately 12% below its average
value in the comparable period in 1999. Absent this weakening, reported net
sales for the second quarter of 2000 would have been approximately $2.1 million
higher. In local currencies, total European sales in the second quarter of 2000
were approximately the same as the second quarter of 1999.
Gross profit for the second quarter of 2000 decreased $3.3 million compared to
the second quarter of 1999. Gross profit as a percentage of net sales decreased
to 24.4% in 2000 from 27.3% in 1999. The lower percentage is attributable to
lower production volumes and increased material costs, particularly record-high
steel costs in the Company's European operations, partially offset by continuing
cost reduction efforts and improvements in labor productivity at all of the
Company's manufacturing locations.
Selling, General and Administrative expenses for the second quarter of 2000
decreased $0.7 million, or 9.6%, to $6.5 million from $7.2 million in the second
quarter of 1999. The decrease in SG&A was largely the result of lower operating
expenses associated with lower sales, as well as continuing cost reduction
efforts. The weaker European currencies in the second quarter of 2000 as
compared to the same period in 1999 also contributed to lower reported operating
expenses.
Earnings before interest expense, taxes, depreciation and amortization (EBITDA)
for the second quarter of 2000 decreased $2.7 million to $7.7 million from $10.4
in the second quarter of 1999. As a percentage of net sales, EBITDA decreased
from 18.5% in 1999 to 15.7% in 2000.
The net loss for the second quarter of 2000 of $1.2 million compares to net
income in the second quarter 1999 of $0.9 million, an absolute decrease of $2.1
million.
12
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AMTROL INC. AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED JULY 1, 2000
Net sales for the first six months of 2000 decreased $10.0 million or 9.1%
compared to the first six months of 1999. In North America, net sales declined
approximately 10.2% as severely high home heating fuel costs depressed sales of
plumbing and heating products in the first quarter and competition and pricing
pressures intensified in the Company's water systems markets. Net sales in
Europe decreased 6.8% compared to the first six months of 1999 due principally
to the weakening of the Euro as discussed above. If the value of the Euro had
remained at the average level of the first six months of 1999, reported net
sales for the first six months would have been approximately $4.3 million
higher. In local currencies, total European sales in the first six months of
2000 were approximately 5% higher than the first six months of 1999.
Gross profit for the first six months decreased by $3.6 million compared to the
same period in 1999. Gross profit percentage to net sales decreased to 25.5% in
2000 from 26.4% in 1999. As discussed in the second quarter comparison, the
decreases in gross profit and gross profit percentage of net sales in the first
six months are attributable to lower production volume and increased material
costs, partially offset by continuing cost reduction efforts and improvements in
labor productivity at all of the Company's manufacturing locations.
Selling, General and Administrative expenses for the first six months of 2000
decreased approximately $1.9 million or 12.4% from 1999. As discussed in the
second quarter comparison, the decrease in SG&A was largely the result of lower
operating expenses associated with lower sales, continuing cost reduction
efforts, and weak European currencies compared to the first six months of 1999.
As a percentage of net sales, SG&A for the first six months decreased to 13.4%
versus 13.9 % in 1999.
Earnings before interest expense, taxes, depreciation and amortization (EBITDA)
for the first six months of 2000 decreased $1.5 million to $17.0 million,
compared to $18.5 million for the first six months of 1999. As a percentage of
net sales, EBITDA in the first six months of 2000 reached 17.0%, surpassing the
level of 16.7% achieved in the first six months of 1999.
Net loss for the first six months of 2000 was $0.9 million, an absolute decrease
of $1.1 million compared to net income of $0.2 million in the comparable period
in 1999.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's operating capital (defined as accounts receivable and inventory,
less accounts payable) increased $0.4 million from $30.2 million at December 31,
1999 to $30.6 million at July 1, 2000. During the same period, the Company's
accounts receivable and inventory increased $3.6 million and $2.6 million,
respectively, while its accounts payable increased $5.8 million, consistent with
seasonal operating levels.
13
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AMTROL INC. AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
The Company's cash balance increased $0.2 million to $0.9 million since the end
of 1999. During this same period, the Company invested approximately $2.8
million in plant and equipment.
The Company's total capital expenditures for 2000 are projected to approximate
$6.3 million. The projection reflects planned capital investments at the
Guimaraes, Portugal and West Warwick, Rhode Island facilities to improve
productivity and additional investments in information systems at certain
Company locations.
The Company is a party to a Bank Credit Facility (the "Facility") which consists
of $49.8 million of senior term loans (the "Term Loans") and a $30.0 million
revolving credit facility (the "Revolving Credit Facility"). A portion ($6.3
million) of the Term Loans (the "Tranche A Term Loans") will mature on May 13,
2002, with quarterly amortization payments during the term of such loans. The
remainder ($43.5 million) of the Term Loans (the "Tranche B Term Loans") will
mature on May 13, 2004, with nominal quarterly amortization prior to the
maturity of the Tranche A Term Loans and with the remaining amounts amortizing
on a quarterly basis thereafter.
The Revolving Credit Facility includes a sublimit that provides as much as $20.0
million to finance permitted acquisitions. The commitments under the Revolving
Credit Facility and the acquisition sublimit will each reduce by $5.0 million on
November 13, 2000 and $10.0 million on November 13, 2001. The Revolving Credit
Facility will mature on May 13, 2002. At July 1, 2000, amounts available under
the revolver approximated $27.1 million. The Bank Credit Facility is secured by
substantially all the assets of the Company and its domestic subsidiaries.
In November 1996 AMTROL issued, under an Indenture, $115.0 million of Senior
Subordinated Notes due 2006 (the "Notes"). The Notes are unsecured obligations
of AMTROL. The Notes bear interest at a rate of 10.625% per annum and are
payable semi-annually on each June 30 and December 31 commencing on June 30,
1997. The Notes are redeemable at the option of AMTROL on or after December 31,
2001. From and after December 31, 2001, the Notes will be subject to redemption
at the option of AMTROL, in whole or in part, at various redemption prices,
declining from 105.313% of the principal amount to par on and after December 31,
2003. Upon a "Change of Control" (as defined in the Indenture), each Note holder
has the right to require the Company to repurchase such holder's Notes at a
purchase price of 101% of the principal amount plus accrued interest.
The Bank Credit Facility and the Indenture contain various affirmative and
negative covenants and restrictions. The Company was in compliance with all such
covenants at July 1, 2000.
14
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
The Company intends to fund its future working capital, capital expenditure and
debt service requirements through cash flow from operations, borrowings under
the revolving credit facility (the "Revolving Credit Facility") provided under
the Bank Credit Agreement and through the use of available cash balances. The
Company may consider other options available to it in connection with future
funding requirements, including the issuance of additional debt and equity
securities.
INFLATION
---------
The Company believes that inflation does not have a material effect on its
results of operations or financial condition. However, there can be no guarantee
that any future significant general economic inflation will not materially
adversely affect the Company's operations or financial condition. To insulate
against fluctuating prices, the Company has negotiated annual contracts with
suppliers of certain key raw materials, principally steel, for a significant
percentage of its expected requirements through 2000.
15
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
PART II
-------
ITEM 6.
-------
EXHIBITS AND REPORTS ON FORM 8-K
No exhibits or reports on Form 8-K were filed during the period covered by this
report.
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AMTROL INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
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.
AMTROL INC.
Date: August 15, 2000 By: /s/ Albert D. Indelicato
-------------------- -----------------------------
Albert D. Indelicato,
Chairman of the Board,
President and
Chief Executive Officer
Date: August 15, 2000 By: /s/Larry T. Guillemette
-------------------- -----------------------------
Larry T. Guillemette,
Executive Vice President and
Chief Financial Officer
