<PAGE> 1
UNITED STATES
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 March 31, 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: 0-22098
INSILCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0635844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
614-792-0468
(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. (X) Yes ( ) No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. (X) Yes ( ) No
The registrant meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of May 13, 1999, 100 shares
of common stock, $.001 par value, were outstanding.
<PAGE> 2
INSILCO CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
----
<S> <C>
Item 1. Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
Item 3. Quantitative and Qualitative Disclosure About Market Risk 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Securities Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
</TABLE>
2
<PAGE> 3
INSILCO CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements (Unaudited) Page
-------------------------------- ----
<S> <C>
Condensed Consolidated Balance Sheets at March 31, 1999 4
and December 31, 1998
Condensed Consolidated Statements of Operations for the 5
three months ended March 31, 1999 and 1998
Condensed Consolidated Statements of Cash Flows for the 6
three months ended March 31, 1999 and 1998
Notes to the Condensed Consolidated Financial Statements (Unaudited) 7
Independent Auditors' Review Report 15
</TABLE>
3
<PAGE> 4
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -------------
(Unaudited) (Note 1)
Assets
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,522 7,430
Trade receivables, net 80,165 74,969
Other receivables 6,394 4,337
Receivables from related party -- 4,882
Inventories, net 81,412 64,565
Deferred taxes 2,001 6,143
Prepaid expenses and other current assets 11,541 4,387
--------- ---------
Total current assets 190,035 166,713
Property, plant and equipment, net 117,843 114,756
Deferred taxes 5,495 1,517
Other assets and deferred charges 51,210 40,040
--------- ---------
Total assets $ 364,583 323,026
========= =========
Liabilities and Stockholder's Deficit
-------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,264 1,265
Accounts payable 39,295 34,513
Accrued expenses and other 76,848 63,693
--------- ---------
Total current liabilities 117,407 99,471
Long-term debt, excluding current portion 334,447 311,144
Other long-term obligations, excluding current portion 45,955 46,329
Amounts due to Insilco Holding Co. 2,958 2,991
Stockholder's deficit:
Common stock, $.001 par value; 1,000 shares authorized; 100 shares
issued and outstanding at March 31, 1999 and December 31, 1998 -- --
Other stockholder's deficit (136,184) (136,909)
--------- ---------
Contingencies (See Note 5)
Total liabilities and stockholder's deficit $ 364,583 323,026
========= =========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
4
<PAGE> 5
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1999 1998
--------- --------
<S> <C> <C>
Sales $ 126,899 117,305
Cost of products sold 96,005 85,618
Depreciation and amortization 4,858 4,240
Selling, general and administrative expenses 17,714 17,672
--------- ---------
Operating income 8,322 9,775
--------- ---------
Other income (expense):
Interest expense (8,612) (6,877)
Interest income 15 51
Equity in net income of Thermalex 980 716
Other income, net 154 613
--------- ---------
Total other income (expense) (7,463) (5,497)
--------- ---------
Income before income taxes 859 4,278
Income tax expense (338) (1,497)
--------- ---------
Net income $ 521 2,781
========= =========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
5
<PAGE> 6
INSILCO CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 521 2,781
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 4,858 4,240
Deferred tax expense 265 617
Other noncash charges and credits (800) (239)
Change in operating assets and liabilities:
Receivables (2,719) (6,986)
Inventories (11,736) (11,945)
Prepaids (6,638) (6,280)
Payables 2,521 (574)
Other current liabilities and other 13,101 7,164
-------- --------
Net cash used in operating activities (627) (11,222)
-------- --------
Cash flows from investing activities:
Acquisition, net of cash acquired (23,753) --
Capital expenditures (3,266) (5,813)
Other investing activities 2,866 1,193
-------- --------
Net cash used in investing activities (24,153) (4,620)
-------- --------
Cash flows from financing activities:
Proceeds from revolving credit facility 26,819 12,125
Funds received from excess deposited for 10 1/4% bonds 2,032 --
Retirement of 10 1/4% bonds (1,500) --
Payment of prepetition liabilities (1,086) (1,647)
Retirement of long-term debt (316) (25)
Loan from Insilco Holding Co. (33) --
Proceeds from sale of stock -- 2,549
-------- --------
Net cash provided by financing activities 25,916 13,002
-------- --------
Effect of exchange rate changes on cash (44) (34)
-------- --------
Net increase (decrease) in cash and cash equivalents 1,092 (2,874)
Cash and cash equivalents at beginning of period 7,430 10,651
-------- --------
Cash and cash equivalents at end of period $ 8,522 7,777
======== ========
Interest paid $ 9,890 10,353
-------- ========
Income taxes paid (refunded) $ (183) 840
======== ========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
6
<PAGE> 7
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
(1) Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31,
1999 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1999.
The balance sheet at December 31, 1998 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.
As a result of the transactions described in Note 2, Insilco Corporation
and Subsidiaries (the "Company") is a wholly owned subsidiary of Insilco
Holding Co. ("Holdings") and is included in Holdings' consolidated
financial statements and is a part of Holdings' consolidated group for
tax purposes. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
(2) Significant Transactions
------------------------
The Company consummated several material transactions in 1998 that
resulted in significant changes to its debt and capital structure. The
following is a brief description of these transactions, for further
information see the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
The Mergers. On August 17, 1998, the Company's management, Holdings and
Silkworm Acquisition Corporation ("Silkworm"), an affiliate of
Donaldson, Lufkin & Jenrette Merchant Banking Partners ("DLJMB"),
completed a series of merger transactions. As a result, the Company
became a wholly owned subsidiary of Holdings and is included in
Holdings' consolidated financial statements and is a part of Holdings'
consolidated group for tax purposes.
Refinancing of 10 1/4% Subordinated Debt. As a result of the Mergers,
the Company was required to make an offer to purchase all of the $150
million of outstanding 10 1/4% Senior Subordinated Notes due 2007 (the
"10 1/4% Notes") at 101% of their aggregate principal amount, plus
accrued interest. To fund a portion of the repurchase of the 10 1/4%
Notes, the Company sold $120 million of 12% Senior Subordinated Notes
due 2007 (the "12% Notes") with warrants to purchase 62,400 shares of
Holdings common stock at $45 per share on November 9, 1998. The balance
of the repurchase was funded by borrowings under the Company's Credit
Facilities.
In addition, on November 24, 1998, the Company amended and restated its
Bank Credit Agreement to, among other things, provide for two Credit
Facilities: a $175 million Revolving Facility and $125 million Term
Facility.
As a result of these transactions, the Company's condensed consolidated
results for the periods
7
<PAGE> 8
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
presented are not directly comparable. Pro forma results of operations
for the three months ended March 31, 1998 which assumes these
transactions occurred at the beginning of the period and actual results
for the three months ended March 31, 1999, are as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales $ 126,899 117,305
Income from continuing operations 521 1,568
</TABLE>
(3) Purchase of EFI
---------------
On January 25, 1999, the Company purchased the stock of Eyelets for
Industries, Inc. and EFI Metal Forming, Inc., collectively referred to
as EFI, a precision stamping manufacturer, for $23.7 million, including
estimated costs incurred directly related to the transaction. The entire
purchase was financed from borrowings under the Company's Revolving
Facility. The acquisition did not result in a significant business
combination within the definition provided by the Securities and
Exchange Commission and therefore, pro forma financial information has
not been presented.
The allocation of purchase price reflected in the March 31, 1999
condensed consolidated balance sheet is preliminary and is pending
appraisals of property, plant and equipment, actuarial valuations of
retiree medical benefits, estimated costs of plans to exit certain EFI
activities, and a final purchase price adjustment based on EFI's January
25, 1999 ending net working capital. The Company expects to have these
items quantified by the third quarter of 1999. As of March 31, 1999, a
preliminary $10.4 million of excess cost over the book value of the
acquired assets is included in "other assets and deferred charges".
(4) Inventories
-----------
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------- ------
<S> <C> <C>
Raw materials and supplies $26,289 27,238
Work-in-process 35,977 23,559
Finished goods 19,146 13,768
------- ------
Total inventories $81,412 64,565
======= ======
</TABLE>
(5) Contingencies
-------------
The Company is implicated in various claims and legal actions arising in
the ordinary course of business. Those claims or liabilities will be
addressed in the ordinary course of business and will be paid as
expenses are incurred. In the opinion of management, the ultimate
disposition of these matters
8
<PAGE> 9
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
will not have a material adverse effect on the Company's consolidated
financial position, results of operations or liquidity.
(6) Segment Information
-------------------
There have been no changes in the basis of segmentation or in the basis
of measurement of segment profit or loss from the Company's December 31,
1998 consolidated financial statements.
Summary financial information by business segment is as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
Net Sales: 1999 1998
--------- ----------
<S> <C> <C>
Automotive Components $ 56,881 54,469
Technologies 55,414 50,210
Specialty Publishing 6,460 5,018
Other 8,144 7,608
--------- ---------
$ 126,899 117,305
========= =========
Operating income:
Automotive Components $ 5,965 6,486
Technologies 4,787 6,446
Specialty Publishing (584) (390)
Other 453 118
Unallocated amounts:
Corporate expenses (1,980) (2,259)
Significant legal expenses (58) (256)
Severance and write-downs (261) (370)
--------- ---------
Total operating income 8,322 9,775
Interest expense (8,612) (6,877)
Interest income 15 51
Equity in net income of Thermalex 980 716
Other income, net 154 613
--------- ---------
Income from operations before income taxes $ 859 4,278
========= =========
</TABLE>
A summary of identifiable assets by segment follows (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- ----------
<S> <C> <C>
Automotive Components $132,674 135,525
Technologies 125,495 96,742
Specialty Publishing 58,861 42,073
Other 17,588 17,342
Corporate 29,965 31,344
-------- --------
Total $364,583 323,026
======== ========
</TABLE>
9
<PAGE> 10
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
The significant increase in identifiable assets of Technologies relates
to the acquisition of EFI in January 1999 (see Note 3).
(7) Comprehensive Income
--------------------
Comprehensive income was $537,000 and $2,800,000 for the three months
ended March 31, 1999 and 1998 respectively, including other comprehensive
income consisting of foreign currency translation adjustments totaling
$16,000 and $19,000 respectively.
(8) Related Party Transactions
--------------------------
In the first quarter of 1999, the Company received from Donaldson, Lufkin
& Jenrette Securities Corporation ("DLJSC") $2,032,000 for funds
deposited in excess of the retired 10 1/4% Notes which had been included
in "Receivables from related parties" at December 31, 1998. In addition,
the Company paid DLJSC advisory fees of $100,000 and at March 31, 1999
had a payable to DLJSC of $186,000 as a retainer fee for investment
banking services.
(9) Guarantor Subsidiaries
----------------------
In connection with the November 1998 sale of $120 million of 12% Notes,
the Company permitted its wholly-owned domestic subsidiaries
("Guarantors") to unconditionally guarantee the 12% Notes on a senior
subordinated basis.
The guarantees are general unsecured obligations of the Guarantors, are
subordinated in right of payment to all existing and future senior
indebtedness of the guarantors (including indebtedness of the Credit
Facilities) and will rank senior in right of payment to any future
subordinated indebtedness of the Guarantors. The following condensed
consolidating financial information of the Company includes the accounts
of the Guarantors, the combined accounts of the non-guarantors and the
Company for the periods indicated. Separate financial statements of each
of the Guarantors are not presented because management has determined
that such information is not material in assessing the Guarantors.
10
<PAGE> 11
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
(9) Guarantor Subsidiaries (continued)
<TABLE>
<CAPTION>
Condensed Consolidating Balance Sheet (in thousands)
-----------------------------------------------------------
March 31 ,1999
-----------------------------------------------------------
Non
Assets Insilco Guarantors Guarantors Consolidated
- ------ --------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 7,016 56 1,450 8,522
Accounts receivable 145 81,453 4,961 86,559
Inventories -- 78,884 2,528 81,412
Deferred taxes 2,001 -- -- 2,001
Prepaid expenses and other 1,415 10,059 67 11,541
--------- --------- --------- ---------
Total current assets 10,577 170,452 9,006 190,035
Property, plant and equipment, net 190 107,262 10,391 117,843
Deferred taxes 5,394 101 -- 5,495
Other assets and deferred charges 13,804 34,195 3,211 51,210
--------- --------- --------- ---------
Total assets $ 29,965 312,010 22,608 364,583
========= ========= ========= =========
Liabilities and Stockholder's Equity
- ------------------------------------
(Deficit)
---------
Current liabilities:
Current portion of long-term debt $ 1,250 14 -- 1,264
Accounts payable -- 36,132 3,163 39,295
Customer deposits -- 40,737 -- 40,737
Accrued expenses and other 9,716 25,396 999 36,111
--------- --------- --------- ---------
Total current liabilities 10,966 102,279 4,162 117,407
Long-term debt, less current portion 334,251 196 -- 334,447
Other long-term obligations, excluding
current portion 27,135 18,751 69 45,955
Intercompany payable (120,529) 105,845 17,642 2,958
--------- --------- --------- ---------
Total liabilities 251,823 227,071 21,873 500,767
Stockholder's equity (deficit) (221,858) 84,939 735 (136,184)
--------- --------- --------- ---------
Total liabilities and stockholder's
equity (deficit) $ 29,965 312,010 22,608 364,583
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Condensed Consolidating Balance Sheet (in thousands)
----------------------------------------------------------
December 31, 1998
----------------------------------------------------------
Non
Assets Insilco Guarantors Guarantors Consolidated
- ------ --------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 6,472 23 935 7,430
Accounts receivable 2,131 76,899 5,158 84,188
Inventories -- 61,178 3,387 64,565
Deferred taxes 6,143 -- -- 6,143
Prepaid expenses and other 838 3,506 43 4,387
--------- --------- --------- ---------
Total current assets 15,584 141,606 9,523 166,713
Property, plant and equipment, net 208 103,061 11,487 114,756
Deferred taxes 1,517 -- -- 1,517
Other assets and deferred charges 14,035 22,463 3,542 40,040
--------- --------- --------- ---------
Total assets 31,344 267,130 24,552 323,026
========= ========= ========= =========
Liabilities and Stockholder's Equity
- ------------------------------------
(Deficit)
---------
Current liabilities:
Current portion of long-term debt $ 1,250 15 -- 1,265
Accounts payable -- 31,097 3,416 34,513
Customer deposits -- 24,981 -- 24,981
Accrued expenses and other 12,411 5,360 20,941 38,712
--------- --------- --------- ---------
Total current liabilities 13,661 61,453 24,357 99,471
Long-term debt, less current portion 310,945 199 -- 311,144
Other long-term obligations, excluding
current portion 13,243 32,938 148 46,329
Intercompany payable (79,887) 82,878 -- 2,991
--------- --------- --------- ---------
Total liabilities 257,962 177,468 24,505 459,935
Stockholder's equity (deficit) (226,618) 89,662 47 (136,909)
--------- --------- --------- ---------
Total liabilities and stockholder's
equity (deficit) $ 31,344 267,130 24,552 323,026
========= ========= ========= =========
</TABLE>
11
<PAGE> 12
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
(9) Guarantor Subsidiaries (continued)
<TABLE>
<CAPTION>
Condensed Consolidating Statement of Operations (in thousands)
--------------------------------------------------------------
Three Months Ended March 31, 1999
--------------------------------------------------------------
Non
Insilco Guarantors Guarantors Consolidated
------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Sales $ -- 118,617 8,282 126,899
Cost of products sold -- 89,405 6,600 96,005
Depreciation and amortization 18 4,445 395 4,858
Selling, general and administrative
expenses 2,047 14,986 681 17,714
-------- -------- -------- --------
Operating income (loss) (2,065) 9,781 606 8,322
Other income expense:
Interest expense (8,603) (9) -- (8,612)
Interest income 16 16 (17) 15
Other income, net 158 933 43 1,134
-------- -------- -------- --------
Income (loss) before income taxes (10,494) 10,721 632 859
Income tax benefit (expense) 2,981 (3,319) -- (338)
-------- -------- -------- --------
Net income (loss) $ (7,513) 7,402 632 521
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Condensed Consolidating Statement of Operations (in thousands)
--------------------------------------------------------------
Three Months Ended March 31, 1998
--------------------------------------------------------------
Non
Insilco Guarantors Guarantors Consolidated
------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Sales -- 110,098 7,207 117,305
Cost of products sold -- 80,206 5,412 85,618
Depreciation and amortization 18 3,729 493 4,240
Selling, general and administrative
expenses 2,849 14,077 746 17,672
-------- -------- -------- --------
Operating income (loss) (2,867) 12,086 556 9,775
Other income expense:
Interest expense (6,875) 12 (14) (6,877)
Interest income 11 11 29 51
Other income, net 978 270 81 1,329
-------- -------- -------- --------
Income (loss) before income taxes (8,753) 12,379 652 4,278
Income tax benefit (expense) 2,512 (4,040) 31 (1,497)
-------- -------- -------- --------
Net income (loss) (6,241) 8,339 683 2,781
======== ======== ======== ========
</TABLE>
12
<PAGE> 13
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
(9) Guarantor Subsidiaries (continued)
Condensed Statement of Cash Flows
Three Months Ended March 31, 1999
(In thousands)
<TABLE>
<CAPTION>
Non
Insilco Guarantors Guarantors Total
------- ---------- ---------- -----
<S> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $(15,328) 13,968 733 (627)
-------- -------- -------- --------
Cash flows used in investing activities:
Acquisitions, net of cash (23,753) -- -- (23,753)
Capital expenditures, net -- (3,092) (174) (3,266)
Other investing activities 2,866 -- -- 2,866
-------- -------- -------- --------
Net cash used in investing activities (20,887) (3,092) (174) (24,153)
-------- -------- -------- --------
Cash flows provided by (used in) financing activities:
Proceeds from revolving credit facility 26,819 -- -- 26,819
Intercompany transfer of funds 10,843 (10,843) -- --
Funds deposited in excess of retired 10 1/4% Notes 2,032 -- -- 2,032
Retirement of 10 1/4% Notes (1,500) -- (1,500)
Payment of prepetition liabilities (1,086) -- -- (1,086)
Repayment of long term debt (316) -- -- (316)
Loan from Insilco Holding Co. (33) -- -- (33)
-------- -------- -------- --------
Net cash provided by (used in)
financing activities 36,759 (10,843) -- 25,916
-------- -------- -------- --------
Effect of exchange rate changes on cash -- -- (44) (44)
-------- -------- -------- --------
Net increase in cash and cash equivalents 544 33 515 1,092
Cash and cash equivalents at beginning of period 6,472 23 935 7,430
-------- -------- -------- --------
Cash and cash equivalents at end of period $ 7,016 56 1,450 8,522
======== ======== ======== ========
</TABLE>
13
<PAGE> 14
INSILCO CORPORATION AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
March 31, 1999
(9) Guarantor Subsidiaries (continued)
Condensed Statement of Cash Flows
Three Months Ended March 31, 1998
(In thousands)
<TABLE>
<CAPTION>
Non
Insilco Guarantors Guarantors Total
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $(16,343) 4,661 460 (11,222)
-------- -------- -------- --------
Cash flows used in investing activities:
Capital expenditures, net (17) (5,695) (101) (5,813)
Other investing activities 1,193 -- -- 1,193
-------- -------- -------- --------
Net cash provided by (used in)
investing activities 1,176 (5,695) (101) (4,620)
-------- -------- -------- --------
Cash flows provided by (used in) financing activities:
Proceeds from revolving credit facility 12,125 -- -- 12,125
Proceeds from stock option exercise 2,549 -- -- 2,549
Intercompany transfer of funds (2,435) 2,435 -- --
Payment of prepetition liabilities (1,647) -- -- (1,647)
Repayment of long-term debt (25) -- -- (25)
-------- -------- -------- --------
Net cash used in financing activities 10,567 2,435 -- 13,002
-------- -------- -------- --------
Effect of exchange rate changes on cash -- -- (34) (34)
-------- -------- -------- --------
Net increase (decrease) in cash
and cash equivalents (4,600) 1,401 325 (2,874)
Cash and cash equivalents at beginning of period 9,809 (185) 1,027 10,651
-------- -------- -------- --------
Cash and cash equivalents at end of period $ 5,209 1,216 1,352 7,777
======== ======== ======== ========
</TABLE>
14
<PAGE> 15
INDEPENDENT AUDITORS' REVIEW REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
INSILCO CORPORATION:
We have reviewed the condensed consolidated balance sheet of Insilco Corporation
and subsidiaries as of March 31, 1999, and the related condensed consolidated
statements of operations and cash flows for the three-month periods ended March
31, 1999 and 1998. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Insilco Corporation and
subsidiaries as of December 31, 1998, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended (not presented herein); and in our report dated February 10, 1999, except
as to the first paragraph of Note 7, which is as of March 26, 1999, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1998, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
Columbus, Ohio
May 3, 1999 KPMG LLP
15
<PAGE> 16
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company consummated several material transactions in 1998 that resulted in
significant changes to its debt and capital structure. As a result of these
transactions, the Company's condensed consolidated results for the three months
ended March 31, 1999 and 1998 are not directly comparable. Pro forma results of
operations, which assume these transactions occurred at the beginning of their
respective periods, and additional details are presented in Note 2 of the Notes
to the Condensed Consolidated Financial Statements.
RESULTS OF OPERATIONS
The discussion that follows is based on a management approach and is consistent
with the basis and manner in which the Company's management internally
disaggregates financial information for the purposes of assisting in making
internal operating decisions. See Note 6 of the Notes to the Condensed
Consolidated Financial Statements for summary financial information by business
segment.
Consolidated Results of Operations. Net sales for the three months ended March
31, 1999 increased $9.6 million, or 8% , to $126.9 million from $117.3 million
in the same period last year. The increase in sales was due to higher sales from
all segments. Sales in the Automotive Components segment increased $2.4 million
or 4% over last year due to higher transmission component, heat exchanger
tubing, and vehicle heat exchanger sales. Sales in the Technologies segment
increased $5.2 million or 10%. Contributing to this increase in sales was the
January 25, 1999 acquisition of EFI. Seasonal sales from the Specialty
Publishing segment increased 28% due to the timing of yearbook shipments.
Finally, other segment sales, which include tubing-mill machinery and equipment
and welded stainless steel tubing products, increased a combined $0.5 million,
or 7%.
Operating income for the three months ended March 31, 1999 decreased $1.5
million, or 15%, to $8.3 million from $9.8 million in the same period last year.
Operating income in the Automotive Components segment decreased $0.5 million, or
8%. This decrease was due to lower aftermarket sales, which generally provide
higher margins, and was partially offset by improved margins on vehicle heat
exchangers. Operating income from the Technologies segment declined $1.6 million
or 26%. This decline was due to lower absorption of stamping, cable assembly and
transformer overhead. Operating income from the Specialty Publishing segment was
down $0.2 million from last year due to the timing of the recognition of certain
expenses. Other segment operating income increased $0.4 million, as a result of
a lower operating loss from the Company's tube-mill equipment and machinery
product line.
Interest expense for the period increased $1.7 million to $8.6 million from $6.9
million last year, reflecting higher interest rates on the Company's 1998 debt
offerings and higher debt levels as a result of the EFI acquisition in January
1999 and the August 1998 Mergers (see Note 2 of the Notes to the Condensed
Consolidated Financial Statements).
The Company had an income tax expense for the period of $0.3 million compared to
an expense of $1.5 million last year due to lower pre-tax earnings in the first
quarter of 1999.
Automotive Components Segment. Net sales for the three months ended March 31,
1999 increased $2.4 million, or 4%, to $56.9 million from $54.5 million in the
same period last year. This increase was due to higher transmission component,
heat exchanger tubing, and vehicle heat exchanger sales, which were up 3%, 12%,
and 12%, respectively. Partially offsetting these sales was a 20% decrease in
industrial radiator sales due to a general softness in this market sector.
16
<PAGE> 17
Operating income for the period decreased $0.5 million, or 8%, to $6.0 million
from $6.5 million last year. The decrease was due to lower aftermarket sales
which generally provide higher margins, and lower absorption of heat exchanger
overhead, due to lower sales of industrial radiators. These decreases were
partial offset by improve margins of vehicle heat exchangers. Operating income
as a percent of sales fell to 10.5% from 11.9%, reflecting the mix change and
lower overhead absorption.
Technologies Segment. Net sales for the period increased $5.2 million, or 10%,
to $55.4 million from $50.2 million last year. Sales from the acquisition of EFI
and the acquisition of two cable assembly facilities in Ireland, which were all
purchased after March 31, 1998, accounted for $6.5 million and $2.8 million,
respectively, in new revenues. In addition, connector sales continue to remain
strong and were up 9% from last year. Offsetting these gains were lower
transformer, cable assembly, and precision stampings sales, which were
collectively down 14% from last year.
Operating income for the three months ended March 31, 1999 decreased $1.6
million, or 26%, to $4.8 million from $6.4 million the same period last year.
The decline in operating income was due to lower absorption of stamping, cable
assembly, and transformer overhead. Operating profit as a percent of sales fell
to 8.5% from 12.8%, reflecting the lower overhead absorption and pricing
pressure on connector products.
Specialty Publishing Segment. Seasonal sales for the three months ended March
31, 1999 increased $1.5 million, or 28%, to $6.5 million from $5.0 million last
year due to the timing of yearbook shipments.
The seasonal operating loss for the period increased $0.2 million to $0.6
million from $0.4 million last year due to the timing of the recognition of
certain expenses. The company expects to finish its spring season with higher
on-time deliveries and lower expediting costs, which are expected to increase
operating income as compared to last year.
Other Segment. Net sales for the three months ended March 31, 1999 increased
$0.5 million, or 7%, to $8.1 million from $7.6 million last year. Sales of
tubing-mill machinery and equipment and welded stainless steel tubing products
increased 13.2% and 5.6%, respectively.
Operating income for the period increased $0.4 million to $0.5 million from $0.1
million last year as a result of a lower operating loss from the Company's
tube-mill equipment and machinery product line.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities. For the three months ended March 31, 1999, net cash used
in operating activities was $0.7 million compared to $11.2 million used in
operating activities during same period last year. The $10.5 million reduction
in cash requirements was due to improved working capital management, primarily
accounts receivable and accounts payable. In addition, the Company received
higher customer deposits from its Specialty Publishing customers.
On February 16, 1999, the Company paid $3.8 million in cash as its semi-annual
payment of interest on its 12% Senior Subordinated Notes due 2007.
Investing Activities. Capital expenditures for the period were $2.5 million less
than the comparable period for 1998. The Company expects its 1999 capital
expenditures to be flat compared to 1998. Capital spending allocations during
the period were 46% to the Automotive Components segment and 47% to the
Technologies segment.
17
<PAGE> 18
The Company's acquisition of EFI was funded by borrowings under its Revolving
Credit Facility (see Note 3 of the Notes to the Condensed Consolidated Financial
Statements). In addition, the Company received a cash dividend of $2.9 million
from its investment in Thermalex compared to a $1.3 million dividend received in
the first quarter of 1998.
Financing Activities. During the period, the Company purchased $1.5 million of
outstanding 10 1/4% Senior Notes. The Company also paid cash of $0.3 million in
principal on its Term Loan Facility.
The Company expects its principal sources of liquidity to be from its operating
activities and funding from the revolving line-of-credit agreement. The Company
further expects that these sources will enable it to meet its cash requirements
for working capital, capital expenditures, interest, taxes and debt repayment
for the foreseeable future.
Accumulated Deficit. At March 31, 1999, the Company had a stockholders' deficit
totaling $136.2 million, which is a result of both the Mergers (see Note 2 of
the Notes to the Condensed Consolidated Financial Statements) and the 1997 share
repurchases as describe in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
MARKET RISK AND RISK MANAGEMENT
The Company's general policy is to use foreign currency borrowings as needed to
finance its foreign currency denominated assets. The Company uses such
borrowings to reduce its asset exposure to the effects of changes in exchange
rates - not as speculative investments. As of March 31, 1999, the Company did
not have any derivative instruments in place for managing foreign currency
exchange rate risks.
At the end of the first quarter of 1999, the Company had $ 215.7 million in
variable rate debt outstanding. A one percentage point increase in interest
rates would increase the amount of annual interest paid by approximately $2.2
million. As of March 31, 1999, the Company had no interest rate derivative
instruments in place for managing interest rate risks.
THE YEAR 2000 ISSUES
As is more fully described in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, the Company commenced an assessment in 1996 of the
potential effects of the Year 2000 issue on the Company's business, financial
condition and results of operations. To date, the costs incurred to implement
the Company's Year 2000 compliance program have been immaterial. Management
estimates these costs will remain immaterial through its completion of the
program. Management's assessment of the risks associated with its Year 2000
program and the status of the Company's contingency plans are unchanged from
that described in the 1998 Annual Report on Form 10-K.
The Company's plans to complete its Year 2000 compliance program are based on
management's best estimates, which are based on numerous assumptions about
future events including the continued availability of certain resources and
other factors. Therefore, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and similar uncertainties.
The information above contains forward-looking statements, including, without
limitation, statements relating to the Company's plans, strategies, objectives,
expectations, intentions, and adequate resources that are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Readers are cautioned that forward-looking statements about Year 2000
should be read in conjunction with the Company's
18
<PAGE> 19
disclosures under the heading Forward Looking Information.
FORWARD-LOOKING INFORMATION.
Except for the historical information contained herein, the matters discussed in
this Form 10-Q included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" include "Forward Looking Statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Although the
Company believes that the expectations reflected in the Forward-Looking
Statements contained herein are reasonable, no assurance can be given that such
expectations will prove to have been correct. Certain important factors that
could cause actual results to differ materially from expectations ("Cautionary
Statements") include, but are not limited to the following: delays in new
product introductions, lack of market acceptance of new products, changes in
demand for the Company's products, changes in market trends, operating hazards,
general competitive pressures from existing and new competitors, effects of
governmental regulations, changes in interest rates, and adverse economic
conditions which could affect the amount of cash available for debt servicing
and capital investments. All subsequent written and oral Forward-Looking
Statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information called for by this item is provided under the caption "Market
Risk and risk Management" under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(None)
ITEM 2. CHANGES IN SECURITIES
(None)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(None)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
(None)
ITEM 5. OTHER INFORMATION
(None)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
(None)
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSILCO CORPORATION
Date: May 17, 1999 By: /s/ David A. Kauer
------------------------
David A. Kauer
Vice President and
Chief Financial Officer
20
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