UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 21, 2000
INSILCO CORPORATION
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22098 06-0635844
-------- ------- ----------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
<PAGE>
ITEM 5. OTHER EVENTS.
Insilco Holding Co.'s press release issued February 21, 2000 is attached as an
exhibit and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99 (a) Press release of Insilco Holding Co. issued
February 21, 2000.
2
<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.
INSILCO CORPORATION
---------------------------------
Registrant
Date: February 21, 2000 By: /s/ MICHAEL R. ELIA
---------------------------------
Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99 (a) Press release of Insilco Holding Co. issued
February 21, 2000.
4
EXHIBIT 99(A)
-------------
INSILCO
Excellence in Electronics, Telecommunications and Automotive Components
- --------------------------------------------------------------------------------
NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE INVESTORS: MICHAEL R. ELIA
SR. VICE PRESIDENT & CFO
PRESIDENT & CFO
(614) 791-3117
MEDIA: MELODYE DEMASTUS
MELROSE CONSULTING
(614) 771-0860
INSILCO HOLDING CO. REPORTS IMPROVED FOURTH QUARTER AND FULL YEAR 1999 RESULTS
Completes Acquisition of TAT Technologies
COLUMBUS, OHIO, FEBRUARY 21, 2000 -- INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) today reported sales and operating results for the fourth quarter
and full year ended December 31, 1999. The Company said that results for its
Taylor Publishing business unit, which was divested in February 2000, are being
reported as discontinued operations and are therefore not included in
consolidated sales and adjusted EBITDA (earnings before interest, taxes,
depreciation, amortization and non-operating items plus regular cash dividends
from Thermalex, the Company's 50% owned joint venture). The Company is also
providing comparative results including and excluding Romac Metals and McKenica,
which were divested in mid-1999.
Sales from the Company's core automotive and technologies businesses
increased 24% in the 1999 fourth quarter to $118.8 million from $96.0 million a
year ago. The increase was a result of stronger demand from telecommunications,
electronics and industrial OEMs, as well as the benefit of $18.3 million in new
sales from acquisitions completed in late 1998 and 1999. Consolidated sales for
the 1999 fourth quarter, including $7.8 million in 1998 fourth quarter sales
from divestitures, increased 14% to $118.8 million, compared to $103.8 million
recorded in the 1998 fourth quarter.
For the full year 1999 sales from the Company's core automotive and
technologies businesses increased 14% to $458.3 million from $402.7 million last
year. Full year 1999 sales benefited from $54.4 million in sales from
acquisitions completed in late 1998 and 1999. Consolidated sales for 1999
increased 10% to $476.4 million from $434.3 million recorded in the comparable
period in 1998. Full year 1999 and 1998 consolidated sales included $18.1
million and $31.6 million, respectively, from divestitures completed in the last
half of 1999.
Adjusted EBITDA from ongoing operations for the fourth quarter 1999
increased 23% to $14.2 million from $11.5 million for the fourth quarter 1998.
The Company reported that consolidated adjusted EBITDA for the 1999 fourth
quarter increased 17% to $14.2 million, compared to $12.1 million recorded in
the 1998 fourth quarter, which included $0.6 million in 1998 from the Company's
divested operations.
-more-
<PAGE>
Full year 1999 adjusted EBITDA from ongoing operations increased 6% to
$57.6 million from $54.1 million for 1998. For the twelve months ended December
31, 1999 and 1998, the Company reported consolidated adjusted EBITDA of $58.7
million compared to $56.4 million, respectively. Consolidated adjusted EBITDA
for 1999 and 1998 included $1.1 million and $2.3 million, respectively, from
divested operations.
ACQUISITION
In a separate action, the Company said that it completed the previously
announced acquisition of T.A.T. Technology ("TAT"), a Montreal-based provider of
cable and wire assemblies. TAT serves original equipment manufacturers (OEMs) in
the rapidly growing Optical Networking and Dense-Wavelength Division
Multiplexing ("DWDM") segments of the telecommunications industry. TAT had 1999
revenues of approximately $58 million. Financial terms of the transaction were
not disclosed.
BUSINESS DISCUSSION
The Company's Automotive Components Group reported sales of $59.0
million for the 1999 fourth quarter, compared to $51.0 million reported in the
year earlier fourth quarter. Fourth quarter sales included $6.4 million from the
Company's third quarter acquisition of Thermal Transfer Products, Ltd. Adjusted
EBITDA was $9.3 million and $7.4 million for the fourth quarters of 1999 and
1998, respectively. The improved performance for the Group reflects higher
margins on worldwide tubing sales and the positive contribution from Thermal
Transfer.
The Company also reported that its 50/50 joint venture with Mitsubishi
Aluminum, Thermalex, paid a special dividend of $5.2 million in the 1999 fourth
quarter, bringing total regular and special cash dividends paid in 1999 to $10.4
million. The Company said that demand remained strong in 1999 for Thermalex'
micro-extruded tubing with the JV posting 20% sales growth in 1999. The Company
also recorded $0.4 million and $3.0 million of equity income for the 1999 fourth
quarter and full year, which is reported separately after operating income in
its consolidated financial statements.
The Company's Technologies Group reported sales of $59.8 million in the
1999 fourth quarter compared to $45.0 million recorded in the 1998 fourth
quarter. Sales increased across most product categories and the 1999 fourth
quarter benefited from $11.8 million in sales from acquisitions completed during
or after the 1998 fourth quarter. Adjusted EBITDA for the Group was $5.9 million
in the 1999 fourth quarter, compared to $5.7 million recorded in the year ago
fourth quarter. Adjusted EBITDA was negatively impacted by a $0.6 million
litigation settlement relating to a 1994 claim at the Company's stamping
operations. Excluding this settlement, adjusted EBITDA for the 1999 fourth
quarter increased 14% to $6.5 million from $5.7 million recorded in the year
earlier fourth quarter. The Group's operating performance was positively
impacted by substantially improved power transformer margins, offset largely by
a sales mix shift towards lower margin data grade connectors and temporary
production inefficiencies at certain wire and cable assembly facilities.
CEO COMMENTS
David A. Kauer, Insilco President and CEO, said, "1999 marked a year of
significant change for Insilco. Several key acquisitions and divestitures were
completed to redeploy our resources to faster growing technology and heat
exchanger markets. With the majority of our acquisition integration activities
behind us, we expect even greater contributions from these acquisitions in
2000."
-more-
<PAGE>
"Equally important, we have positioned our core businesses to
capitalize on key market trends, such as the expanded use of outsourcing and
preference for large global suppliers by major OEMs and an increasing demand for
aluminum tubing. In addition, we intensified our efforts to reduce our cost
structure, including a mid-year corporate restructuring, which is expected to
reduce annualized corporate overhead by $3.2 million."
"We will continue our aggressive focus on enhancing our core
businesses' competitive positions and maximizing operating efficiencies in 2000.
This is evidenced by the recent sale of our non-core specialty publishing unit,
Taylor Publishing. The proceeds from this sale have been used to acquire TAT,
which improves our competitive position in the rapidly growing
telecommunications industry. We see numerous growth opportunities for the
markets in which we have chosen to participate and believe we are well
positioned for higher growth in sales and earnings in 2000 and beyond," Kauer
concluded.
REPORTED RESULTS
The Company reported net income of $0.2 million for its fourth quarter
ended December 31, 1999, compared to a net loss of ($8.0) million recorded a
year ago in the fourth quarter. The loss available to common shareholders for
the fourth quarter of 1999 and 1998 was ($0.94) and ($5.93) per diluted share,
respectively.
For the full year 1999, the Company recorded net income of $2.0 million
compared to a net loss of ($18.1) million recorded in the year ago twelve
months. The loss available to common shareholders for the full year 1999 and
1998 was ($2.81) and ($6.35) per diluted share, respectively.
Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components. The Company's business units serve the
telecommunications, electronics, automotive and other industrial markets. The
Company had 1999 consolidated revenues in excess of $476 million.
The statements made in this press release which are not historical
facts may be deemed forward looking statements, and, as such, are subject to
certain risks and uncertainties, including statements with respect to the
Company's long-term outlook; growth prospects; the ability to improve operating
efficiencies and to further reduce expenses. It is important to note that
results could differ materially from those projected in such forward-looking
statements. Factors which could cause results to differ materially include, but
are not limited to the following: delays in new product introductions, lack of
market acceptance for new products, changes in demand for the Company's
products, changes in market trends, general competitive pressures from existing
and new competitors, adverse changes in operating performance, changes in
interest rates, and adverse economic conditions which could affect the amount of
cash available for debt servicing and capital investments. Further information
concerning factors that could cause actual results to differ materially from
those in the forward-looking statements are contained from time to time in the
Company's SEC filings, including but not limited to the Company's report on Form
10-KA for the year ended December 31, 1998 and the Company's reports on Form
10-Q for March 31, June 30, and September 30, 1999. Copies of these filings may
be obtained by contacting the Company or the SEC.
Investor Relations Contact: Michael R. Elia, (614) 791-3117 or write to Insilco
Holding Co., Investor Relations, 425 Metro Place North, Box 7196, Dublin, OH
43017 or call Melodye Demastus, Melrose Consulting (614) 771-0860. You may also
visit our web site at http://www.insilco.com.
TABLES TO FOLLOW
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions except per share data)
FOR THE QUARTER ENDED
<TABLE>
<CAPTION>
Actual
December 31,
---------------------------
1999 1998
---- ----
<S> <C> <C>
Sales $ 118.8 $ 103.8
Cost of sales, excluding depreciation 90.4 78.0
Selling, general and administrative expenses, excluding depreciation 14.2 13.7
Depreciation and amortization expense 5.0 4.3
Significant legal, professional and merger fees 0.2 0.3
Severance, writedown & other 1.0 0.6
Restructuring charge (0.1) --
--------- ---------
Operating income 8.1 6.9
Interest expense, net (12.1) (10.9)
Equity in net income of Thermalex 0.4 0.7
Other income, net (0.3) 1.5
--------- ---------
Loss before income taxes, discontinued
operations and extraordinary item (3.9) (1.8)
Income tax benefit 3.8 1.1
--------- ---------
Net loss before discontinued operations
and extraordinary item (0.1) (0.7)
Extraordinary item, net of tax -- (5.9)
--------- ---------
Net loss before discontinued operations (0.1) (6.6)
Income (loss) from discontinued operations, net of tax 0.3 (1.4)
--------- ---------
Net income (loss) 0.2 (8.0)
Preferred stock dividend (1.6) (1.4)
--------- ---------
Net loss available to common $ (1.4) $ (9.4)
========= =========
Regular cash dividend from Thermalex $ -- $ --
========= =========
Earnings before other income, interest, taxes, depreciation,
amortization, and one-time items, plus regular cash dividend
from Thermalex $ 14.2 $ 12.1
========= =========
Capital expenditures $ (5.1) $ (3.9)
========= =========
Loss per share available to common $ (0.94) $ (5.93)
========= =========
</TABLE>
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions except per share data)
For Year to Date
<TABLE>
<CAPTION>
Actual
December 31,
---------------------------
1999 1998
---- ----
<S> <C> <C>
Sales $ 476.4 $ 434.3
Cost of sales, excluding depreciation (1999 includes $3.2 of
restructuring expenses) 363.7 321.6
Selling, general and administrative expenses, excluding
depreciation (1999 includes $0.2 of restructuring expenses) 56.8 57.6
Depreciation and amortization expense 19.5 16.8
Significant legal, professional and merger fees 2.7 26.8
Severance, writedown & other 5.2 2.4
Restructuring charge 6.4 --
---------- ---------
Operating income 22.1 9.1
Interest expense, net (47.3) (32.3)
Equity in net income of Thermalex 3.0 2.9
Other income, net 10.5 4.7
---------- ---------
Loss before income taxes (11.7) (15.6)
Income tax benefit 6.5 1.9
---------- ---------
Net loss before discontinued operations
and extraordinary item (5.2) (13.7)
Extraordinary item, net of tax -- (5.9)
---------- ---------
Net loss before discontinued operations (5.2) (19.6)
Income from discontinued operations, net of tax 7.1 1.5
---------- ---------
Net income (loss) 1.9 (18.1)
Preferred stock dividend (6.0) (2.0)
---------- ---------
Net loss available to common $ (4.1) $ (20.1)
========== =========
Regular cash dividend from Thermalex $ 2.8 $ 1.3
========== =========
Earnings before other income, interest, taxes, depreciation,
amortization, and one-time items, plus regular cash dividend
from Thermalex $ 58.7 $ 56.4
========== =========
Capital expenditures $ (15.1) $ (18.0)
========== =========
Loss per share available to common $ (2.81) $ (6.35)
========== =========
</TABLE>
<PAGE>
INSILCO HOLDING CO.
(Unaudited)
(Amounts in millions)
SUPPLEMENTAL SEGMENT DATA
<TABLE>
<CAPTION>
Quarter Ended Year to Date
December 31, December 31,
----------------------- ------------------------
1999 1998 1999 1998
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales
Industrial Businesses:
Technologies Group $ 59.8 $ 45.0 $ 230.0 $ 189.8
Automotive Components 59.0 51.0 228.3 212.9
----------- ---------- ---------- ----------
Total Industrial Businesses 118.8 96.0 458.3 402.7
Other - 7.8 18.1 31.6
----------- ---------- ---------- ----------
Total Sales $ 118.8 $ 103.8 $ 476.4 $ 434.3
=========== ========== ========== ==========
EBITDA
Industrial Businesses:
Technologies Group $ 5.9 $ 5.7 $ 28.2 $ 28.4
Automotive Components 9.3 7.4 32.5 32.1
----------- ---------- ---------- ----------
Total Industrial Businesses 15.2 13.1 60.7 60.5
Other - 0.6 1.1 2.3
Unallocated Corporate (1.0) (1.6) (5.9) (7.7)
Regular Thermalex Cash Dividend - - 2.8 1.3
----------- ---------- ---------- ----------
Total EBITDA $ 14.2 $ 12.1 $ 58.7 $ 56.4
=========== ========== ========== ==========
Sales Growth vs. Prior Year
Industrial Businesses:
Technologies Group 32.9% 21.2%
Automotive Components 15.7% 7.2%
----------- ----------
Total Industrial Businesses 23.8% 13.8%
Other -100.0% -42.7%
----------- ----------
Total Sales 14.5% 9.7%
=========== ==========
EBITDA % of Sales
Industrial Businesses:
Technologies Group 9.9% 12.7% 12.3% 15.0%
Automotive Components 15.8% 14.5% 14.2% 15.1%
----------- ---------- ---------- ----------
Total Industrial Businesses 12.8% 13.6% 13.2% 15.0%
Other 7.7% 6.1% 7.3%
----------- ---------- ---------- ----------
Total EBITDA 12.0% 11.7% 12.3% 13.0%
=========== ========== ========== ==========
</TABLE>
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in millions)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
-------- --------
Assets
------
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 6.6 $ 7.5
Receivables, net 79.5 71.4
Inventories, net 58.3 53.0
Current portion of deferred taxes 9.6 6.1
Net assets of Discontinued Operations 0.2 6.0
Prepaid expenses 2.7 2.5
-------- --------
Total current assets 156.9 146.5
Property, plant and equipment, net 109.6 101.3
Goodwill, net 25.7 14.5
Deferred taxes 7.3 1.9
Investment in unconsolidated subsidiaries 4.5 9.0
Other assets and deferred charges 18.0 18.0
-------- --------
Total assets $ 322.0 $ 291.2
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 39.2 $ 30.5
Accrued expenses and other 24.7 25.4
Accrued interest payable 7.5 4.2
Current portion of deferred taxes 1.3 1.6
Current portion of long-term debt 1.3 1.3
Current portion of long-term obligations 0.9 1.9
-------- --------
Total current liabilities 74.9 64.9
Long-term debt 400.6 383.1
Other long-term obligations 45.8 45.4
Deferred taxes 1.6 --
Minority interest 0.1 --
Preferred stock 40.1 34.1
Stockholders' deficit (241.1) (236.3)
-------- --------
Total liabilities and stockholders' deficit $ 322.0 $ 291.2
======== ========
</TABLE>
