Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 26 128K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 1 7K
3: EX-10.1 Material Contract 16 52K
4: EX-10.2 Material Contract 24 81K
5: EX-10.3 Material Contract 95 443K
6: EX-10.4 Material Contract 5 22K
7: EX-27 Financial Data Schedule (Pre-XBRL) 2 9K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM 10-Q
[Download Table]
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 1, 2000
[Download Table]
/ / 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 333-57099
------------------------
WKI HOLDING COMPANY, INC
(Registrant)
[Download Table]
DELAWARE 16-1403318
(State of incorporation) (IRS Employer Identification No.)
ONE PYREX PLACE, ELMIRA, NEW YORK 14902
(Address of principal executive (zip code)
offices)
Registrant's telephone number, including area code: 607-377-8000
------------------------
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 and (2) has been subject to the filing
requirements for at least 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:
67,318,528 shares of WKI Holding Company, Inc.'s, $0.01 Par Value, were
outstanding as of November 10, 2000.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF OPERATIONS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
[Enlarge/Download Table]
FOR THE 91 FOR THE 88 FOR THE 273 FOR THE 269
DAYS ENDED DAYS ENDED DAYS ENDED DAYS ENDED
OCTOBER 1, SEPTEMBER 26, OCTOBER 1, SEPTEMBER 26,
2000 1999 2000 1999
----------- ------------- ----------- -------------
Net sales................................ $ 199,874 $ 130,145 $ 552,606 $ 351,922
Cost of sales............................ 134,931 83,053 375,211 228,153
Selling, general and administrative
expenses............................... 53,186 36,691 159,301 109,519
Provision for restructuring costs........ -- -- -- 76,200
Integration related expenses............. 7,365 -- 21,453 --
Other expense (income)................... 2,095 660 8,494 (1,259)
----------- ----------- ----------- ------------
Operating income (loss).................. 2,297 9,741 (11,853) (60,691)
Interest expense......................... 18,509 10,182 54,678 30,138
----------- ----------- ----------- ------------
Loss before taxes on income.............. (16,212) (441) (66,531) (90,829)
Income tax expense....................... 57,503 1,095 51,454 718
----------- ----------- ----------- ------------
Loss before minority interest............ (73,715) (1,536) (117,985) (91,547)
Minority interest in earnings of
subsidiary............................. (121) (37) (230) (145)
----------- ----------- ----------- ------------
Loss before extraordinary charge......... (73,836) (1,573) (118,215) (91,692)
Early extinguishment of debt, net of
$4,298 tax benefit..................... -- (6,393) -- (6,393)
----------- ----------- ----------- ------------
Net loss................................. (73,836) (7,966) (118,215) (98,085)
----------- ----------- ----------- ------------
Preferred stock dividends................ (3,404) (1,044) (9,856) (3,040)
----------- ----------- ----------- ------------
NET LOSS APPLICABLE TO COMMON STOCK...... $ (77,240) $ (9,010) $ (128,071) $ (101,125)
=========== =========== =========== ============
BASIC AND DILUTED LOSS PER COMMON
SHARE.................................. $ (1.15) $ (.38) $ (1.91) $ (4.21)
=========== =========== =========== ============
Weighted average number of common shares
outstanding during the period.......... 67,010,938 24,000,000 66,908,408 24,000,000
=========== =========== =========== ============
The accompanying notes are an integral part of these statements.
2
CONSOLIDATED BALANCE SHEETS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS)
[Enlarge/Download Table]
OCTOBER 1, DECEMBER 31,
ASSETS 2000 1999
------ ---------- ------------
CURRENT ASSETS
Cash and cash equivalents............................... $ 36,441 $ 8,368
Accounts receivable, (net of allowances--$10,896 in 2000
and $8,755 in 1999)................................... 94,535 141,308
Inventories:
Finished and in-process goods......................... 233,032 195,200
Raw materials and supplies............................ 22,186 27,411
Deferred taxes on income................................ 95 25,303
Other current assets.................................... 24,496 20,816
--------- ---------
Total current assets.................................. 410,785 418,406
--------- ---------
OTHER ASSETS
Deferred taxes on income................................ 216 23,583
Other assets............................................ 52,939 43,495
--------- ---------
53,155 67,078
--------- ---------
PROPERTY AND EQUIPMENT
Land and land improvements.............................. 4,078 4,996
Buildings............................................... 90,610 86,873
Machinery and equipment................................. 316,916 303,949
--------- ---------
411,604 395,818
Less accumulated depreciation........................... (261,010) (241,788)
--------- ---------
Total Property and Equipment............................ 150,594 154,030
--------- ---------
INTANGIBLES
Trademarks (net of accumulated amortization of $8,133 in
2000 and $3,384 in 1999).............................. 149,674 165,487
Goodwill (net of accumulated amortization of $14,180 in
2000 and $8,740 in 1999).............................. 207,685 174,678
--------- ---------
357,359 340,165
--------- ---------
TOTAL ASSETS................................................ $ 971,893 $ 979,679
========= =========
The accompanying notes are an integral part of these statements.
3
CONSOLIDATED BALANCE SHEETS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
[Enlarge/Download Table]
OCTOBER 1, DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY 2000 1999
---------------------------------------------- ---------- ------------
CURRENT LIABILITIES
Accounts payable........................................ $ 69,327 $ 56,346
Debt payable within one year............................ 3,256 3,650
Other current liabilities............................... 103,380 111,800
--------- ---------
175,963 171,796
--------- ---------
OTHER LIABILITIES
Long-term debt.......................................... 771,616 669,253
Non-pension post-employment benefit obligations......... 41,861 37,113
Other long-term liabilities............................. 14,561 15,090
--------- ---------
828,038 721,456
--------- ---------
Commitments and Contingencies (Note 8)
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred Stock--5,000,000 shares authorized;
3,200,000 and 1,200,000 shares issued in 2000 and 1999,
respectively.......................................... 98,286 88,430
Common Stock--$0.01 par value, 80,000,000 shares authorized;
67,318,528 and 66,857,143 issued and outstanding in 2000
and 1999 respectively................................. 673 669
Treasury Stock (180,000 shares held in treasury in 2000).... (914) --
Contributed capital......................................... 604,837 603,226
Accumulated deficit......................................... (732,183) (604,112)
Accumulated other comprehensive income...................... (2,807) (1,786)
--------- ---------
Total stockholders' (deficit) equity.................... (32,108) 86,427
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY.... $ 971,893 $ 979,679
========= =========
The accompanying notes are an integral part of these statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
WKI HOLDING COMPANY, INC.
(IN THOUSANDS)
[Enlarge/Download Table]
FOR THE 273 FOR THE 269
DAYS ENDED DAYS ENDED
OCTOBER 1, SEPTEMBER 26,
2000 1999
----------- -------------
Cash flows used in operating activities:
Net loss.................................................... $(118,215) $(98,085)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 34,778 21,041
Amortization of deferred financing fees................. 1,623 1,263
Minority interest in losses of subsidiary............... 231 145
Deferred tax provision.................................. 48,611 (14)
Provision for restructuring costs, net of cash paid..... (6,220) 69,871
Proceeds from sale of accounts receivable to affiliate,
net of fees........................................... 90,000 --
Provision for close-out of inventories.................. 2,900 --
Loss on early extinguishment of debt, net of tax........ -- 6,393
Provision for post-retirement benefits, net of cash
paid.................................................. 4,540 2,340
Changes in operating assets and liabilities:
Accounts receivable..................................... (43,227) (7,107)
Inventories............................................. (35,507) (13,690)
Prepaid expenses and other current assets............... (3,680) (5,959)
Accounts payable and accrued expenses................... 10,781 (11,024)
Other assets/liabilities................................ (22,415) (4,303)
--------- --------
Net cash used in operating activities....................... (35,800) (39,129)
--------- --------
Cash flows used in investing activities:
Capital expenditures................................ (38,797) (19,603)
--------- --------
Net cash used in investing activities....................... (38,797) (19,603)
--------- --------
Cash flows provided by financing activities:
Repayment of long-term debt, other than revolving credit
facility................................................ (3,331) (3,538)
Borrowing on revolving credit facility.................... 105,300 58,800
Treasury stock purchases.................................. (914) --
Issuance of common stock.................................. 1,615 --
--------- --------
Net cash provided by financing activities................... 102,670 55,262
Net change in cash and cash equivalents..................... 28,073 (3,470)
Cash and cash equivalents at beginning of year.............. 8,368 9,057
--------- --------
Cash and cash equivalents at end of period.................. $ 36,441 $ 5,587
========= ========
The accompanying notes are an integral part of these statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
WKI HOLDING COMPANY, INC.
(IN THOUSANDS)
[Enlarge/Download Table]
FOR THE 273 FOR THE 269
DAYS ENDED DAYS ENDED
OCTOBER 1, SEPTEMBER 26,
2000 1999
----------- -------------
Supplemental data:
Cash paid during the year for:
Income taxes, net....................................... $ 1,863 $ (757)
Interest................................................ 46,322 22,275
Non-cash activity:
Preferred stock dividends................................... $ 9,856 $ 3,040
The accompanying notes are an integral part of these statements.
6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
WKI HOLDING COMPANY, INC.
(IN THOUSANDS)
[Enlarge/Download Table]
ACCUMULATED
OTHER TOTAL
PREFERRED COMMON TREASURY CONTRIBUTED ACCUMULATED COMPREHENSIVE STOCKHOLDER'S
STOCK STOCK STOCK CAPITAL DEFICIT INCOME EQUITY (DEFICIT)
--------- -------- -------- ----------- ----------- ------------- ----------------
Balance, December 31, 1999..... $88,430 $669 $ -- $603,226 $(604,112) $(1,786) $ 86,427
Net loss....................... -- -- -- -- (118,215) -- (118,215)
Foreign currency translation
adjustment, net of tax....... -- -- -- -- -- (1,021) (1,021)
---------
Total comprehensive income..... (119,236)
---------
Issuance of common stock....... -- 4 -- 1,611 -- -- 1,615
Repurchase of treasury stock... -- -- (914) -- -- -- (914)
Preferred stock dividends...... 9,856 -- -- -- (9,856) -- --
------- ---- ----- -------- --------- ------- ---------
Balance October 1, 2000........ $98,286 $673 $(914) $604,837 $(732,183) $(2,807) $ (32,108)
======= ==== ===== ======== ========= ======= =========
The accompanying notes are an integral part of these statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WKI HOLDING COMPANY, INC.
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
WKI Holding Company, Inc. formerly known as CCPC Holding Company, Inc., (the
"Company" or "WKI" )is a leading manufacturer and marketer of housewares,
including bakeware, dinnerware, rangetop cookware, kitchen and household
products, cutlery and precision cutting tools. The Company believes that its
brands, including Corningware-Registered Trademark-,
Pyrex,-Registered Trademark- Corelle-Registered Trademark-, Revere
Ware-Registered Trademark-, Visions-Registered Trademark-,
EKCO-Registered Trademark-, Via-Registered Trademark-, Baker's
Secret-Registered Trademark-, Chicago Cutlery-Registered Trademark-, Clean
Results-Registered Trademark-, OLO-Registered Trademark-,
OXO-Registered Trademark- and Grilla Gear-Registered Trademark- constitute one
of the broadest and best recognized collection of brands in the housewares
industry.
Effective September 13, 1999 and October 21, 1999 the Company acquired the
outstanding stock of The EKCO Group Inc. ("EKCO") and General Housewares Corp.
("GHC"), respectively. The acquisitions were accounted for under the purchase
method of accounting and the 1999 financial statements include the results of
EKCO's and GHC's operations from the date of the acquisitions (see Note 3).
Pursuant to Regulation 15(d) of the Securities Act of 1934, WKI is filing
herein its quarterly report on Form 10-Q, which includes the first three fiscal
quarters of the year ended December 31, 2000. The consolidated financial
statements reflect all adjustments, which, in the opinion of management, are
necessary for a fair statement of the results of operations and financial
position for the interim periods presented. All such adjustments are of a normal
recurring nature. The consolidated financial statements have been compiled
without audit and should be read in conjunction with the Company's Form 10-K for
the year ended December 31, 1999, which has been filed with the Securities and
Exchange Commission ("SEC").
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In December 1999 the SEC issued Staff Account Bulletin No. 101 "Revenue
Recognition in Financial Statements" defining revenue recognition guidelines.
The Company is currently assessing the impact of the guidelines on its financial
statements.
In June 1998, June 1999 and June 2000, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities", SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133" and SFAS 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities an amendment of FASB
Statement No. 133". These Statements establish accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. These
Statements require that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. This accounting is
effective for the fiscal year beginning after June 15, 2000. The Company is
currently determining the impact of SFAS 133 on its consolidated results of
operations and financial position. This statement should have no impact on
consolidated cash flows.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
WKI HOLDING COMPANY, INC.
(3) ACQUISITIONS
The EKCO acquisition was closed by the Company on October 24, 1999,
following the initial purchase of EKCO by CCPC Acquisition Corp., the Company's
majority shareholder, (the "Company's Parent") on September 13, 1999. The
Company acquired EKCO for approximately $239 million, including the assumption
of debt, transaction fees and a purchase price adjustment (see note 8). The
Company financed the EKCO acquisition through the issuance of $150 million in
common stock to the Company's parent and borrowings under the Company's existing
credit facility.
The Company acquired GHC for approximately $159 million, including the
repayment of debt and transaction fees. The Company financed the acquisition
through the issuance of $50 million in junior preferred stock to an affiliate of
the Company's Parent, an additional $100 million tranche of term loans and
borrowings under the Company's existing revolving credit facilities.
Both acquisitions were accounted for under the purchase method of
accounting. Accordingly, the purchase prices as determined to date have been
allocated to the assets acquired and liabilities assumed based on the fair
values at the date of acquisition.
Although the Company did not acquire EKCO from its parent until October 25,
1999, the financial statements of EKCO are consolidated as of September 13,
1999, the date on which the Company's Parent acquired EKCO. The 1999 third
quarter Form 10-Q was filed prior to the finalization of the transaction and did
not reflect the EKCO results for the period September 13, 1999 through
September 26, 1999. The prior year statements of operations and cash flows have
been revised to reflect the financial results during this time. The purchase
price allocation for EKCO has been finalized.
(4) SALE OF ACCOUNTS RECEIVABLE
On June 29, 2000 the Company entered into a receivables purchase agreement
with Borden, Inc. ("Borden"). Under the agreement, the Company sold $50.5
million and $40.3 million of net receivables in June and September,
respectively, to Borden, an affiliate of the Company's Parent. The Company
recognized a loss on the sale of receivables and transaction related fees in the
amount of $0.8 million.
(5) DEFERRED INCOME TAXES
As a result of the factors noted above, losses experienced through the third
quarter indicate that the Company will have cumulative losses over the three
most recent years ended December 31, 2000. The Company cannot conclude that it
is more likely than not that the results of future operations will generate
sufficient taxable income to realize the net deferred tax assets. As a result
the Company increased its valuation allowance by $49.8 million to fully reserve
deferred tax assets in 2000. In addition the Company has suspended recognized
additional deferred tax benefits until more conclusive evidence exists to
support its recognition.
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
WKI HOLDING COMPANY, INC.
(6) SUPPLEMENTAL BALANCE SHEET DATA
[Download Table]
OCTOBER 1, DECEMBER
2000 31, 1999
---------- --------
OTHER CURRENT LIABILITIES
Wages and employee benefits................................. $ 21,062 $ 30,935
Accrued advertising and promotion........................... 27,934 21,884
Accrued interest............................................ 16,950 10,063
Payable to Company's Parent................................. 9,983 --
Other accrued expenses...................................... 27,451 48,918
-------- --------
$103,380 $111,800
======== ========
(7) RELATED PARTY TRANSACTIONS
The following transactions with Corning Inc., ("Corning") and Borden are
included in the consolidated statements of operations for the 2000 and 1999
periods ended.
[Enlarge/Download Table]
FOR THE 91 FOR THE 88 FOR THE 273 FOR THE 269
DAYS ENDED DAYS ENDED DAYS ENDED DAYS ENDED
OCTOBER 1, SEPTEMBER 26, OCTOBER 1, SEPTEMBER 26,
2000 1999 2000 1999
----------- -------------- ----------- --------------
Centralized services.......................... $1,083 $2,386 $3,483 $6,609
Management fees and services to Borden........ 869 375 2,194 1,125
Interest expense paid to Borden............... 154 -- 154 --
Loss on sale of receivables and related fees
paid to Borden.............................. 823 -- 823 --
Prior to the April 2000 termination of the transition services agreement
with Corning, Corning provided certain operating support to the Company
(reflected above as "centralized services"), including financial services,
information systems support, risk management, purchasing, transportation,
benefit plans administration, and engineering services. Currently Corning
continues to provide the Company with certain engineering and manufacturing
services. Management believes that the methodology used to allocate the costs is
reasonable, but may not necessarily be indicative of the costs that would have
been incurred had these functions been performed by the Company.
The Company paid Borden a management fee at an annual rate of $1.5 million
for the period April 1, 1998 through December 31, 1999. Effective January 1,
2000 the Borden management fee increased to $2.5 million annually.
During the third quarter of 2000 the Company negotiated with Borden a
temporary credit facility to assist in meeting working capital requirements,
capital expenditures, interest payments and scheduled principal payments. The
$40.0 million facility expires on December 31, 2000. Borrowings under the credit
facility bear interest at a rate equal to, at WKI's option, either (a) the
Alternate Base Rate plus 3% or (b) the Eurodollar rate plus 4%. The Company
believes that there is a possibility that some borrowings will remain
outstanding under the Borden credit facility on December 31, 2000 and if so, the
Company will be required to seek refinancing of such outstanding amounts from
Borden or other financing sources.
In June and September 2000, the Company sold accounts receivable to Borden.
See note 4.
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
WKI HOLDING COMPANY, INC.
(8) COMMITMENTS AND CONTINGENCIES
The Company is a defendant or plaintiff in various claims and lawsuits
arising in the normal course of business. The Company believes, based upon
information it currently possesses, and taking into account established reserves
for estimated liabilities and its insurance coverage, that the ultimate outcome
of the proceedings and actions is unlikely to have a material adverse effect on
the Company's financial position or result of operations.
The Company's Parent is in the process of seeking a buyer for a portion of
the EKCO business that was not originally purchased by the Company. In the event
that the Company's parent realizes less than originally anticipated on the sale
of this business, the Company will be required to remit additional consideration
to its parent. The Company currently believes that this will amount to
$10.0 million, to be paid in the fourth quarter of 2000, and has recorded this
obligation in its October 1, 2000 financial statements as a finalization of the
purchase price.
11
ITEM 2-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
WKI Holding Company Inc. ("WKI" or the "Company") is a leading manufacturer
and marketer of oven/bakeware, range top cookware, kitchen and household tools,
tabletop dinnerware, cutlery, and precision cutting tools. The Company has
strong positions in major channels of distribution for its products in North
America and has also achieved a significant presence in certain international
markets, primarily Asia, Australia, Latin America and the United Kingdom. In
North America the Company sells both on a wholesale basis, to retailers,
distributors and other accounts that resell the Company's products, and on a
retail basis, through Company-operated factory stores. In the international
market the Company has established its presence on a wholesale basis through an
international sales force together with localized distribution and marketing
capabilities.
Prior to April 1, 1998, the Company operated as a wholly-owned subsidiary of
Corning Inc. ("Corning"). During this period, Corning provided the Company with
certain process-oriented administrative services, such as benefits
administration, accounts payable, accounts receivable, treasury and tax
services. Corning agreed, pursuant to a transition services agreement commencing
January 1, 1998 (the "Transition Services Agreement"), to continue to provide
such services for up to two years at negotiated rates. The Transition Services
Agreement expired in April 2000. By December 31, 1999, the Company had developed
its administrative infrastructure and had assumed or outsourced to third parties
a significant portion of the functions previously performed by Corning.
In the first quarter of 1999, the Company initiated a plan to restructure
its manufacturing and supply organization as part of a program designed to
reduce costs through the elimination of under-utilized capacity, unprofitable
product lines and increased utilization of the Company's remaining facilities.
The Company recorded a $76.2 million charge in the first quarter of 1999 for
this restructuring.
Effective September 13, 1999 and October 21, 1999 the Company acquired the
outstanding stock of The EKCO Group Inc. ("EKCO") and General Housewares
Corporation ("GHC"), respectively. The acquisitions are being accounted for
under the purchase method of accounting. Accordingly, the purchase price has
been allocated to the assets acquired and liabilities assumed based on the fair
value at the date of acquisition. The financial statements include the results
of EKCO's and GHC's operations from the respective dates of these acquisitions.
The allocation of purchase price for EKCO has been finalized.
The Company acquired EKCO for approximately $239 million, including the
assumption of debt, transaction fees and the purchase price adjustment (see
note 8 to the Notes to Consolidated Financial Statements). The Company financed
this acquisition through the issuance of $150 million in common stock to CCPC
Acquisition Corp. (the "Company's Parent") and borrowings under the Company's
existing credit facility.
The Company acquired GHC for approximately $159 million, including the
repayment of debt, transaction fees and contingent consideration. The Company
financed the acquisition through the issuance of $50 million in junior preferred
stock to an affiliate of the Company's Parent, an additional $100 million
tranche of term loans and additional borrowings under the Company's existing
revolving credit facilities.
The Company anticipates cash outlays of approximately $60.0 million in 2000
relating to the integration of the acquired businesses into the Company. Of the
$60.0 million in cash outlays approximately $25.0 million is expected to be
expensed in year 2000, approximately $10.4 million of this amount represents
payments on 1999 acquisition-related accruals, and $24.6 million represents
capital expenditures. These cash outlays primarily relate to the implementation
of WKI's enterprise-wide
12
computer systems at the acquired facilities, the creation of a distribution
center, severance and other employee compensation arrangements and other
integration costs.
THIRD QUARTER 2000 VERSUS THIRD QUARTER 1999, IN 000'S
[Enlarge/Download Table]
THIRD QUARTER % OF NET THIRD QUARTER % OF NET
2000 SALES 1999 SALES
------------- -------- ------------- --------
Net sales........................................ $199,874 100.0 % $130,145 100.0 %
Cost of sales.................................... 134,931 67.5 % 83,053 63.8 %
-------- ----- -------- -----
Gross Profit..................................... 64,943 32.5 % 47,092 36.2 %
Selling, general and administrative.............. 53,186 26.6 % 36,691 28.2 %
Integration related expenses..................... 7,365 3.7 % -- --
Other expense (income)........................... 2,095 1.0 % 660 0.1 %
-------- ----- -------- -----
Operating income................................. 2,297 1.1 % 9,741 7.5 %
Interest expense................................. 18,509 9.3 % 10,182 7.8 %
-------- ----- -------- -----
Loss before taxes on income...................... (16,212) (8.1)% (441) (0.3)%
Income tax expense............................... 57,503 28.8 % 1,095 0.8 %
-------- ----- -------- -----
Loss before minority interest.................... (73,715) (36.9)% (1,536) (1.2)%
Minority interest in earnings of unconsolidated
subsidiary..................................... (121) (0.1)% (37) --
-------- ----- -------- -----
Loss before extraordinary charge................. (73,836) (36.9)% (1,573) (1.2)%
Early extinguishment of debt, net of 4.298 tax
benefits....................................... -- -- (6,393) (4.9)%
Net loss......................................... $(73,836) (36.9)% $ (7,966) (6.1)%
-------- ----- -------- -----
EBITDA(1)........................................ $ 13,977 7.0 % $ 15,238 11.7 %
-------- ----- -------- -----
Integration related expenses..................... 7,365 3.7 % -- --
Loss and transaction fees associated with sale of
assets......................................... 823 0.4 % -- --
-------- ----- -------- -----
Adjusted EBITDA(2)............................... $ 22,165 11.1 % $ 15,238 11.7 %
-------- ----- -------- -----
The following pro forma net sales table gives effect to the EKCO and GHC
acquisitions as if they had occurred on January 1, 1999.
[Enlarge/Download Table]
THIRD QUARTER THIRD QUARTER $ %
2000 1999 CHANGE CHANGE
------------- ------------- -------- --------
North America...................................... $178,190 177,550 640 0.4%
International...................................... 21,684 19,874 1,810 9.1%
-------- ------- ----- ---
Net Sales.......................................... $199,874 197,424 2,450 1.2%
======== ======= ===== ===
------------------------
(1) EBITDA represents operating income plus depreciation and amortization.
(2) Adjusted EBITDA represents EBITDA less adjustments to eliminate
(i) integration related expenses (ii) loss and transaction fees associated
with the sale of receivables.
NET SALES
On a pro forma basis, assuming that the EKCO and GHC acquisitions had
occurred on January 1, 1999, net sales for the third quarter ended October 1,
2000 were $199.9 million, an increase of 1.2% over pro forma third quarter of
1999 net sales of $197.4 million. Third quarter sales increased in both North
America and internationally.
13
NORTH AMERICA
The net increase in North America of $0.6 million or 0.4% in net sales
during the third quarter of 2000 over 1999 pro forma net sales is attributable
to new product sales and improvements at the Company-operated factory stores.
This increase was partially offset by planned lower July sales associated with
the start up of a new distribution center and the termination of the cleaning
product line acquired in the EKCO acquisition.
New product introductions led the improvement in third quarter 2000 sales.
The New Pyrex Storage Deluxe line of storage products, which started shipping in
the first quarter of 2000, generated third quarter sales of $1.5 million.
Additionally, the Company introduced new lines of OXO brand stainless steel
kitchen tools, a hardware line and a MV Cutlery line utilizing OXO's Good Grips
technology, which together contributed $1.4 million to third quarter 2000 sales.
The improvement in factory store sales was driven by two factors. During
1999 and early in 2000 the Company experienced supply constraints in two product
lines. Corelle supply declined due to strong US wholesale sales and a faster
than anticipated recovery of international sales. Revere supply declined due to
transitional issues associated with transferring production to a third party
supplier. The Company also encountered difficulties in implementing a new
enterprise-wide computer system in 1999, which restricted its ability to ship
its products. As a result of these factors the Company made a decision to
prioritize shipping capacity in favor of third party customers rather than
company-operated factory stores. Consequently the factory stores experienced
severe stock shortages in the second half of 1999 and early in 2000. Beginning
in the second quarter of 2000 the Company increased the allocation of its
inventories to its factory stores leading to the improved third quarter results
when compared to 1999.
These increases were partially offset by activities surrounding the
consolidation of acquired EKCO distribution centers effective July 2, 2000. In
anticipation of start up inefficiencies the Company shipped a portion of its
July orders for EKCO product in June. In addition the Company stopped
distributing its Cleaning product line in September 2000, leading to a $2.3
million quarter over quarter reduction in sales.
INTERNATIONAL
International third quarter 2000 net sales, (excluding Canadian net sales)
increased $1.8 million or 9.1% over pro forma third quarter 1999 net sales, as
improvements in Asian offset declines in Latin America and Europe. Asian net
sales increased $4.3 million as a result of two factors. First, the Company has
benefited from the recent improvements in Asian economies. Asian results have
steadily improved since the late 1998 currency crisis. Second, in 1999 and early
in 2000 Asia also suffered from the Corelle-Registered Trademark- supply
constraint and disruptions in 1999 relating to the implementation of an
enterprise-wide computer system as noted above. The increase in Asian net sales
was partially offset by a $2.5 million reduction in net sales, primarily in
Latin America and Europe. The Company is at an early stage in the process of
redefining its international distribution strategies. This has led to a sales
decrease as the Company exits some distribution relationships as a result of
this change in strategy.
GROSS PROFIT
Gross profit for the third quarter 2000 was $64.9 million, or 32.5% of net
sales, compared to third quarter 1999 gross profit of $47.1 million, or 36.2% of
pro forma net sales. Manufacturing efficiencies and cost reductions realized as
a result of a restructuring in 1999 were more than offset by increases in
distribution costs as a percentage of net sales.
In the first quarter of 1999, the Company initiated a plan to restructure
its manufacturing and supply organization as part of a program designed to
reduce costs through the elimination of
14
under-utilized capacity and unprofitable product lines. The Company achieved
significant efficiencies and cost reductions through this rationalization.
Distribution costs increased as a percentage of net sales due to higher
inventory levels, operational inefficiencies, and higher operating costs at the
Company's Greencastle, Pennsylvania ("Greencastle") and Monee, Illinois
("Monee") distribution centers. In the third quarter of 2000 the Company
consolidated all of the EKCO domestic distribution centers into one center in
Monee. The new facility experienced start-up operational inefficiencies in the
third quarter of 2000. Additional shifts, temporary help costs and professional
services needed to meet shipping requirements were the primary reason for the
increase in costs as a percentage of net sales. Additionally, distribution
costs, including warehousing, at the Company's Greencastle facility increased as
a percentage of sales due to higher finished goods inventories. Higher fuel
costs also attributed to the increases at both distribution centers. The Company
anticipates that these higher costs will continue through the remainder of the
year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $53.2 million in the third
quarter of 2000, an increase of $16.5 million over third quarter 1999 selling,
general and administrative expenses of $36.7 million. However, as a percentage
of net sales, third quarter 2000 selling, general and administrative expenses
were 26.6% compared to 28.2% in the third quarter of 1999. The significant
improvement as a percentage of net sales is a result of synergies realized from
the integration of the EKCO and GHC businesses into the Company. These savings
were partially offset by increased advertising costs needed to support the
introduction of the Company's new products in 2000 and to promote its existing
products.
Through the Company's efforts to integrate EKCO and GHC into WKI's
operations, the Company has been able to gain administrative efficiencies
primarily from combining sales and marketing operations and consolidating
certain other operations, including finance, executive administration and
information technology. The Company is continuing its efforts to fully integrate
these businesses into WKI and anticipates realizing additional synergies
throughout the remainder of the year.
The synergy savings noted above were partially offset by the Company's
continued emphasis on new product development, product introductions and
extensions of existing products. The Company's product development process
enhances the Company's ability to bring new products to market quickly and
successfully and to extend existing product categories. The Company demonstrated
this in 2000 with the successful introductions of Pyrex Storage Deluxe and new
lines of OXO brand stainless steel kitchen tools, hardware and automotive
accessories. In addition the Company supported existing products with an
advertising campaign focused on revitalizing Corningware.
INTEGRATION RELATED EXPENSES
Integration related expenses consist of cash and non-cash charges related to
the integration of EKCO's and GHC's operations into those of the Company's.
Integration related expenses were $7.4 million in the third quarter of 2000.
These expenses primarily consist of systems implementation costs, employee
compensation arrangements and other employee benefits (such as severance,
retention, out placement, etc.), consulting services and other integration
costs.
OTHER
Other operating expense was $2.1 million in the third quarter of 2000
compared to $0.7 million in the third quarter of 1999. The $1.4 million increase
is primarily a result of the amortization of trademarks and goodwill resulting
from the acquisitions of EKCO and GHC. In addition, royalty expenses increased
as a result of pre-existing royalty agreements in the newly acquired EKCO
business.
15
NET INTEREST EXPENSE
Interest expense increased by $8.3 million in the third quarter of 2000,
rising from $10.2 million in the third quarter of 1999 to $18.5 million. The
increase is primarily attributable to higher debt levels related to the
acquisitions of EKCO and GHC late in 1999 and an increase in variable rate
interest costs.
INCOME TAX EXPENSE
As a result of the factors noted above, losses experienced through the third
quarter of 2000 indicate that the Company will have cumulative losses over the
three most recent years ended December 31, 2000. The Company can not conclude
that it is more likely than not that the results of future operations will
generate sufficient taxable income to realize the net deferred tax asset. As a
result, the Company increased the valuation allowance by $57.1 million to fully
reserve deferred tax assets. In addition the Company has suspended recognizing
additional deferred tax benefits until more conclusive evidence exists to
support its recognition.
ADJUSTED EBITDA (AS DEFINED ON SUMMARY TABLE.)
As a result of the factors discussed above, adjusted EBITDA increased by
$7.0 million to $22.2 million for the third quarter of 2000 from $15.2 million
in the third quarter of 1999. Adjusted EBITDA when taken as a percentage of
sales was 11.1% in 2000 and 11.7% in 1999.
16
YEAR TO DATE OCTOBER 1, 2000 VERSUS YEAR TO DATE SEPTEMBER 26, 1999, IN 000'S
[Enlarge/Download Table]
% OF NET % OF NET
2000 SALES 1999 SALES
--------- -------- -------- --------
Net sales............................................. $ 552,606 100% $351,922 100%
Cost of sales......................................... 375,211 67.9% 228,153 64.8%
--------- ----- -------- -----
177,395 32.1% 123,769 35.2%
Selling, general and administrative................... 159,301 28.8% 109,519 31.1%
Provisions for restructuring costs.................... -- -- 76,200 21.7%
Integration related expenses.......................... 21,453 3.9% -- --
Other expense (income)................................ 8,494 1.5% (1,259) (.04)%
--------- ----- -------- -----
Operating loss........................................ (11,853) (2.1)% (60,691) (17.2)%
Interest expense...................................... 54,678 9.9% 30,138 8.6%
--------- ----- -------- -----
Loss before taxes on income........................... (66,531) (12.0)% (90,829) (25.8)%
Income tax expense.................................... 51,454 9.3% 718 0.2%
--------- ----- -------- -----
Loss before minority interest......................... (117,985) (21.4)% (91,547) (26.0)%
Minority interest in losses of unconsolidated
subsidiary.......................................... (230) -- (145) --
--------- ----- -------- -----
Loss before extraordinary charge...................... (118,215) (21.4)% (91,692) (26)%
Early extinguishment of debt, net of $4,298 tax
benefit............................................. -- -- (6,393) (1.8)%
--------- ----- -------- -----
Net loss.............................................. $(118,215) (21.4)% $(98,085) (27.9)%
========= ===== ======== =====
EBITDA(1)............................................. $ 22,925 4.1% $(39,650) (11.3)%
========= ===== ======== =====
Provision for restructuring costs..................... -- -- 76,200 21.7%
Integration related expenses.......................... 21,453 3.9% -- --
Provision for close-out inventories................... 2,900 0.5% -- --
Loss and transaction fees associated with sale of
assets.............................................. 823 0.1% -- --
--------- ----- -------- -----
Adjusted EBITDA(2).................................... $ 48,101 8.7% $ 36,550 10.4%
========= ===== ======== =====
The following pro forma net sales table gives effect to the EKCO and GHC
acquisitions as if they has occurred on January 1, 1999.
[Enlarge/Download Table]
YEAR TO DATE
--------------------------
OCTOBER 1, SEPTEMBER 26, $ %
2000 1999 CHANGE CHANGE
---------- ------------- -------- --------
North America........................................ $480,729 485,108 (4,379) (0.9)%
International........................................ 71,877 64,231 7,646 11.9%
-------- ------- ------- -----
Net Sales............................................ $552,606 549,339 3,267 0.6%
======== ======= ======= =====
------------------------
(1) EBITDA represents operating loss plus depreciation and amortization.
(2) Adjusted EBITDA represents EBITDA less adjustments to eliminate
(i) integration related expenses, (ii) provision for restructuring costs,
(iii) provision for close-out inventories and (iv) losses and transaction
fees associated with the sale of receivables.
NET SALES
On a pro forma basis, assuming that the EKCO and GHC acquisitions had
occurred on January 1, 1999, year to date October 1, 2000 net sales increased
$3.3 million, or 0.6% over 1999 pro forma net sales for the same period of
$549.3 million. Improvements in international sales (excluding Canada) more than
offset lower pro forma North America sales.
17
NORTH AMERICA
The $4.4 million or 0.9% decrease in North America net sales for year to
date October 1, 2000 compared to pro forma net sales of the comparable period of
the prior year resulted from sales declines at the Company-operated factory
stores and the termination of the Cleaning product line late in the third
quarter of 2000, which were not sufficiently offset by new product sales.
Successful product introductions increased third quarter 2000 sales. The New
Pyrex Storage Deluxe line of storage products, which first shipped in the first
quarter of 2000, generated year to date October 1, 2000 sales of $7.0 million.
Additionally, the Company introduced new lines of OXO brand stainless steel
kitchen tools, a hardware line and a MV Cutlery line utilizing OXO's Good Grips
technology, which together contributed $3.5 million to year to date October 1,
2000 sales.
The Company-operated factory store decline was driven by two factors. During
1999 and early in 2000 the Company experienced supply constraints on two product
lines. Corelle supply declined due to strong US wholesale sales and a faster
than anticipated recovery of international sales. Revere supply declined due to
transitional issues associated with transferring production to a third party
supplier. The Company also encountered difficulties in implementing a new
enterprise-wide computer system in 1999, which restricted its ability to ship
its product. As a result of these factors the Company made a decision to
prioritize shipping capacity in favor of third party customers rather than
company-operated factory stores. Consequently the factory stores experienced
severe stock shortages in the second half of 1999 and for much of the first half
of 2000. As noted in the quarter over quarter analysis the factory stores sales
began to improve in the third quarter as their inventory levels are replenished.
In addition in September 2000 the Company stopped distributing its Cleaning
product line leading to a $2.3 million year over year reduction in sales.
INTERNATIONAL
International year to date October 1, 2000 net sales (excluding Canadian
sales) increased $7.6 million, or 11.9%, over pro forma net sales for the
comparable period in 1999 as improvements in sales in Asia offset declines in
Latin America and Europe. Net sales in Asia increased $11.4 million or 34.7% as
a result of two factors. First, the Company has benefited from the recent
improvements in Asian economies. Asian results have steadily improved since the
late 1998 currency crisis in Asia. Second, in 1999 and early in 2000 Asian sales
also suffered from the same Corelle-Registered Trademark- supply constraint and
disruptions in 1999 related to the implementation of a enterprise-wide computer
system noted above. Increased product availability has led to the recovery. The
increase in Asian net sales was partially offset by a $3.7 million or 11.8%
reduction in net sales primarily in Latin America and Europe. The reduction is
principally attributable to the Company redefining its international
distribution strategies in Mexico and Europe. The Company is at an early stage
in this process and sales have temporarily decreased as the Company exits some
distribution relationships as a result of this change in strategy.
GROSS PROFIT
Gross profit for the year to date October 1, 2000 was $177.4 million, or
32.1% of net sales, compared to gross profit during the same period in 1999 of
$123.8 million, or 35.2% of net sales. Manufacturing efficiencies and cost
reductions realized as a result of the 1999 restructuring were more than offset
by increased distribution costs as a percentage of net sales and increases in
certain inventory reserves.
In the first quarter of 1999, the Company initiated a plan to restructure
its manufacturing and supply organization as part of a program designed to
reduce costs through the elimination of under-utilized capacity and unprofitable
product lines. The Company has achieved significant efficiencies and cost
reductions through this manufacturing rationalization.
18
Distribution costs increased as a percentage of net sales as a result of
higher inventory levels, operational inefficiencies, start up costs and higher
operating costs at the Company's Greencastle and Monee distribution centers. In
the third quarter of 2000 the Company consolidated all of the EKCO domestic
distributions centers into one center in Monee. The Monee facility experienced
operational inefficiencies in the third quarter of 2000, which required
additional shifts, temporary help costs and professional services needed to meet
shipping requirements.
In July 1999 the Company experienced difficulties implementing a new
enterprise-wide computer system at Greencastle. The distribution inefficiencies
resulting from the implementation of the new computer system together with
higher fuel costs and higher levels of finished goods inventory resulted in
higher distribution cost as a percentage of sales. The Company anticipates that
these higher costs will continue throughout the year. In addition, in the second
quarter of 2000 the Company provided $2.9 million for the planned close-out of
cleaning product line finished goods inventories.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $159.3 million for the
year to date October 1, 2000, an increase of $49.8 million over selling, general
and administrative expenses for the comparable period in 1999 of $109.5 million.
As a percentage of net sales, year to date October 1, 2000 selling, general and
administrative expenses were 28.8% compared to 31.1% for the comparable period
in 1999. The significant improvement as a percentage of net sales is a result of
synergies realized from the integration of the EKCO and GHC businesses into the
Company. These savings were partially offset by increased advertising costs
incurred to support the introduction of the Company's new products in 2000.
Through the Company's efforts to integrate EKCO and GHC into WKI's
operations the Company has been able to gain administrative efficiencies
primarily from combining sales and marketing operations and consolidating
certain other operations, including finance, executive administration and
information technology. The Company is continuing its efforts to fully integrate
these businesses into WKI and anticipates realizing additional synergies
throughout the remainder of the year.
The synergy savings discussed above were partially offset by expenses
arising from the Company's continued emphasis and associated expenditures on new
product development, product introductions and extensions of existing products.
The Company's product development process enhances the Company's ability to
bring new products to market quickly and successfully and to extend existing
product categories. The Company demonstrated this in 2000 with the successful
introductions of Pyrex Storage Deluxe and new lines of OXO brand stainless steel
kitchen tools, hardware and automotive accessories. In addition the Company
supported existing products with an advertising campaign focused on revitalizing
Corningware.
RESTRUCTURING
In the first quarter of 1999 the Company recorded a $76.2 million charge
related to the restructuring of the Company's manufacturing and supply
organization which was designed to reduce costs through the elimination of
under-utilized capacity and unprofitable product lines.
INTEGRATION RELATED EXPENSES
Integration related expenses consist of cash and non-cash charges related to
the integration of EKCO's and GHC's operations into those of the Company.
Integration related expenses were $21.5 million for the year to date October 1,
2000. These expenses primarily consist of systems implementation costs, employee
compensation arrangements and other benefits (such as severance, retention, out
placement, etc.), consulting services and other integration costs.
19
OTHER
Other operating expense was $8.5 million for the year to date October 1,
2000 compared to income of $1.3 million for the comparable period in 1999. The
$9.8 million change is primarily due to the amortization of trademarks and
goodwill resulting from the acquisitions of EKCO and GHC. In addition, royalty
expenses increased as a result of pre-existing royalty agreements in the newly
acquired EKCO business.
NET INTEREST EXPENSE
Year to date October 1, 2000 interest expense increased $24.6 million to
$54.7 million from $30.1 million for the comparable period in 1999. The increase
is primarily attributable to higher debt levels related to the acquisitions of
EKCO and GHC late in 1999 and an increase in variable rate interest costs.
INCOME TAX EXPENSE
As a result of the factors noted above, losses experienced through the third
quarter indicate that the Company will have cumulative losses over the three
most recent years ended December 31, 2000. The Company cannot conclude that it
is more likely than not that the results of future operations will generate
sufficient taxable income to realize the net deferred tax assets. As a result,
the Company increased its valuation allowance by $49.8 million to fully reserve
deferred tax assets. In addition the Company has suspended recognizing
additional deferred tax benefits until more conclusive evidence exists to
support its recognition.
ADJUSTED EBITDA (AS DEFINED IN SUMMARY TABLE).
As a result of the factors discussed above, Adjusted EBITDA increased by
$11.6 million to $48.1 million for the year to date October 1, 2000 from $36.5
million for the comparable period in 1999. Adjusted EBITDA when taken as a
percentage of sales was 8.7% for the year to date October 1, 2000 and 10.4% for
the comparable period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements have arisen principally in connection
with funding working capital needs, servicing debt obligations, completing its
manufacturing restructuring, financing its recent acquisitions and completing
the integration of such acquisitions, as well as funding capital expenditures.
The Company's senior credit facilities are comprised of $295.0 million of term
loan facilities and a $275.0 million revolving credit facility. As of November
10, 2000, the Company was fully drawn under the revolving credit facility. To
satisfy the Company's liquidity requirements, the Company entered into a line of
credit with Borden Inc., an affiliate of the Company's Parent, to provide for up
to $40 million of revolving commitments. As of November 10, 2000, the Company
had $28.1 million of available commitments under the Borden line of credit,
which the Company currently anticipates will be adequate to fund its liquidity
requirements for the fourth quarter of fiscal 2000. The Borden line of credit
terminates on December 31, 2000. The Company believes that there is a
possibility that some borrowings will remain outstanding under the Borden line
of credit on December 31, 2000 and if so, the Company will be required to seek
refinancing of such outstanding amounts from Borden or other financing sources.
In addition, while the Company was in compliance with the financial covenants
contained in the senior credit facility as of October 1, 2000, there is a
likelihood that the Company will not be in compliance with its leverage covenant
and the interest coverage covenant at the end of the fourth fiscal quarter. The
Company has commenced discussions with the administrative agent for the senior
credit facility seeking a waiver of these covenants for a period of time. While
the Company expects to reach an agreement with its bank syndicate by the end of
the fourth quarter with respect to such proposed waiver, there can be no
assurance that such a waiver will be reached on acceptable terms or at all.
20
ACQUISITIONS
Effective September 13, 1999 and October 21, 1999 the Company acquired the
stock of EKCO and GHC. The financial statements include the results of EKCO's
and GHC's operations since those dates.
The GHC transaction was valued at $159 million, including the repayment of
debt and transaction fees. The Company financed the acquisition through the
issuance of $50 million in junior preferred stock to an affiliate of the
Company's Parent and borrowings under the Company's existing revolving credit
facilities.
The EKCO transaction is valued at approximately $239 million, including the
assumption of $3.4 million in 9 1/4% series B senior notes due in 2006,
$2.1 million of industrial revenue bonds and other debt, transaction fees and
the purchase price adjustment (see note 8 in the Notes to the Financial
Statements). The Company financed this acquisition through the issuance and sale
of $150 million in common stock of the Company to the Company's Parent, a loan
from an affiliate of the Company and borrowings under the Company's credit
facility. The borrowing from an affiliate to finance the acquisition of EKCO was
refinanced in 1999 using funds advanced under a new $100 million term loan
facility. The new term loan matures in 2007.
Both the EKCO and GHC acquisitions were accounted for under the purchase
method of accounting. Accordingly, the purchase prices have been allocated to
the assets acquired and liabilities assumed based on the fair values at the
dates of acquisition. The acquisition price to be paid to the Company's Parent
for the EKCO business is not yet finalized. The Company's Parent is in the
process of selling a portion of the EKCO businesses that were not originally
sold to the Company. In the event that the Company's parent realizes less than
originally anticipated on the sale of these businesses the Company will be
required to remit additional funds to its parent. The Company currently believes
that this will amount to $10.0 million to be paid in the fourth quarter of 2000
and has recorded this as an addition to the purchase price. The purchase price
allocation for EKCO has been finalized.
CASH FLOWS
For year to date October 1, 2000, the Company's operating activities used
cash of $35.8 million compared to $39.1 million used by operating activities for
the comparable period 1999. The year to date 2000 cash used includes inflows of
$40.0 million for accelerated receivable collections relating to the third
quarter of accounts receivable sale to Borden. Excluding this, cash used in
operating activities was $75.8 million for the year to date October 1, 2000. The
remaining $36.7 million used during the year to date October 1, 2000 as compared
to the corresponding period in 1999 is primarily attributable to cash outlays
related to the integration of the EKCO and GHC businesses.
Investing activities of the Company used cash of $38.8 million through year
to date October 1, 2000 compared to cash used in investing activities of $19.6
million during the same period in 1999. The year over year increase is entirely
attributable to the integration of the EKCO and GHC businesses into the
Company's operations.
Net cash provided by financing activities totaled $102.7 million for the
year to date October 1, 2000 compared to $55.3 million in 1999. The increase is
attributable to the items noted above and cash requirements from the
acquisition-related increases in interest expense.
INTEGRATION
The Company is continuing its efforts to fully integrate EKCO and GHC into
the Company, which will result in additional synergies throughout the remainder
of the year. The Company anticipates total cash outlays of approximately $60.0
million during 2000 relating to the integration of the EKCO and GHC businesses
into WKI, approximately $52.3 million of which has been spent through October 1,
2000. These anticipated cash outlays include approximately $24.6 million of
capital expenditures relating to systems implementation and the start up of a
new distribution center ($19.6 million of which was
21
spent through October 1, 2000). The remaining anticipated cash outlays for
integration in the year 2000 consist of approximately $13.7 million of severance
and other employee compensation arrangements ($12.7 million of which was spent
through October 1, 2000), approximately $10.4 million in cash charges relating
to the systems implementation and the start up of the new distribution center
($9.6 million of which was spent through October 1, 2000) and $11.3 million
relating to other integration costs ($10.4 million of which was spent through
October 1, 2000).
The Company and/or affiliates of the Company, including entities related to
Kohlberg Kravis Roberts & Co., may from time to time, depending on market
conditions, purchase senior subordinated notes previously issued by the Company
in the open market or by other means.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999 the SEC issued Staff Account Bulletin No. 101 "Revenue
Recognition in Financial Statements" defining revenue recognition guidelines.
The Company is currently assessing the impact of the guidelines on its financial
statements.
In June 1998, June 1999 and June 2000, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging Activities",
SFAS 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133" and
SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities an amendment of FASB Statement No. 133". These Statements establish
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. These Statements require that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met.
Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and asses the
effectiveness of transactions that receive hedge accounting. This accounting is
effective for the fiscal year beginning after June 15, 2000. The Company is
currently determining the impact of SFAS 133 on its consolidated results of
operations and financial position. This statement should have no impact on
consolidated cash flows.
RISK MANAGEMENT
The Company has market risk primarily in the areas of foreign currency and
fixed rate debt. The Company invoices approximately 85% of its international
sales in US dollars, minimizing the effect of foreign exchange gains and losses
on its earnings. As a result, the Company's foreign sales are affected by
currency fluctuations versus US dollar invoicing.
The strength of the US dollar has increased in 2000, and may in future
periods increase the effective price of the Company's products sold in US
dollars which may, in turn, materially affect sales. The Company's costs are
predominantly denominated in US dollars. With respect to sales invoiced in
foreign currencies, increased strength of the US dollar decreases the Company's
reported revenues and margins in respect of such sales to the extent the Company
is unable or unwilling not to increase local currency prices.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed below,
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this report, including without
limitation, in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's related press releases and in oral
statements made by authorized
22
officers of the Company. When used in this report, any press release or oral
statement, the words "looking forward," "estimate," "project," "anticipate,"
"expect," "intend," "believe" and similar expressions are intended to identify a
forward-looking statement. Forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and other factors
(many of which are beyond the Company's control) that could cause actual results
to differ materially from future results expressed or implied by such
forward-looking statements. The forward-looking statements regarding such
matters are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments, as well as other factors it
believes are appropriate in the circumstances. Whether actual results and
developments will conform with the Company's expectations and predictions,
however, are subject to a number of risks and uncertainties, in addition to the
risk factors discussed above, including: integration of the Company's
acquisitions of General Housewares Corp. and EKCO Group, Inc.; difficulty in
consolidating warehouse operations; the Company's ability to obtain adequate
liquidity; ability to extend a temporary credit arrangement with Borden to fund
anticipated working capital needs; significant indebtedness of the Company; a
global economic slowdown in any one, or all, of the Company's sales categories;
loss of sales as the Company streamlines and focuses on strategic accounts;
unpredictable difficulties or delays in the development of new product programs;
increasing reliance on third party manufacturers, increased difficulties in
obtaining a consistent supply of basic raw materials such as sand, soda ash,
steel or copper and energy inputs such as electrical power or natural gas at
stable pricing levels; development by the Company of an adequate administrative
infrastructure; technological shifts away from the Company's technologies and
core competencies; unforeseen interruptions to the Company's business with its
largest customers resulting from, but not limited to, financial instabilities or
inventory excesses; the effects of extreme changes in monetary and fiscal
policies in the United States and abroad, including extreme currency
fluctuations and unforeseen inflationary pressures such as those recently
experienced by certain Asian economies; drastic and unforeseen price pressures
on the Company's products or significant cost increases that cannot be recovered
through price increases or productivity improvements; significant changes in
interest rates or in the availability of financing for the Company or certain of
its customers; loss of any material intellectual property rights; any
difficulties in obtaining or retaining the management or other human resource
competencies that the Company needs to achieve its business objectives;
increased competition, especially from low-cost foreign competitors; increases
in selling, general and administrative expenses; changes to the Company's
capital expenditure plans; difficulties in obtaining new, and retaining existing
customers; potential increases in discounts to customers due to distribution
delays; ability to maintain and increase retail shelf space; inability to carry
out marketing and sales plans; any protracted labor relations dispute; continued
consolidation in the retail industry; unforeseen customer deductions; and other
factors, many of which are beyond the control of the Company. Consequently, all
of the forward-looking statements made in this Form 10-Q are qualified by these
cautionary statements, and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company and its subsidiaries or their business or operations.
ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required in this item is incorporated herein by reference to
the section entitled "Market Risk" in the Company's Management's Discussion and
Analysis of Results of Operations and Results of Operations.
23
PART II--OTHER INFORMATION
LEGAL PROCEEDINGS
There are no pending legal proceedings, which are material in relation to
the consolidated financial statements of WKI.
WKI has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and
cookware product lines. The Company maintains product liability coverage,
subject to certain deductibles and maximum coverage levels that the Company
believes is adequate and in accordance with industry standards.
In addition to product liability claims, from time to time the Company is
involved in various legal actions in the ordinary course of business. The
Company is not currently involved in any legal actions, which, in the belief of
management could have a material adverse impact on the Company.
24
PART IV
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
3.1 Amended Articles of Incorporation
10.1 Receivable Purchase Agreement
10.2 Borden Credit Facility
10.3 Credit Agreement, as amended and restated as of November 15, 1999, among
the Company, the lending institutions from time to time parties thereto,
and the Chase Manhattan Bank, as administrative agent.
10.4 Agreement with Peter F. Campanella
27.1 Financial Data Schedule
(b) Reports on Form 8-K
On November 14, 2000 the Company filed on Form 8-K the announcement of its
quarterly conference call with bond holders and filing of cautionary
statement for purposes of the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995.
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
[Enlarge/Download Table]
WKI HOLDING COMPANY, INC.
By /s/ Nathaniel C. Stoddard President and November 15, 2000
------------------------------------- Chief Executive Officer
(Nathaniel C. Stoddard)
By /s/ William H. Carter Interim November 15, 2000
------------------------------------- Chief Financial Officer
(William H. Carter)
26
Dates Referenced Herein and Documents Incorporated by Reference
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