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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
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 1-12261
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SUPERIOR TELECOM INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of 58-2248978
incorporation or organization) (IRS Employer Identification No.)
1790 BROADWAY NEW YORK, NEW YORK 10019-1412
(Address of principal executive (zip code)
offices)
Registrant's telephone number, including area code 212-757-3333
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
At March 23, 2001, the registrant had 20,438,903 shares of common stock, par
value $.01 per share, outstanding, and the aggregate market value of the
outstanding shares of voting stock held by non-affiliates of the registrant on
such date was approximately $41.2 million based on the closing price of $4.16
per share of such common stock on such date.
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DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Company's Annual Meeting of Stockholders in
Part III of this Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
Superior TeleCom Inc. (together with its subsidiaries, unless the context
otherwise requires, the "Company" or "Superior") is the largest wire and cable
manufacturer in North America and the fourth largest in the world. Superior
manufactures wire and cable products for the communications, original equipment
manufacturer, or "OEM", and electrical markets. Superior is a leading
manufacturer and supplier of communications wire and cable products; magnet wire
and insulation materials for motors, transformers and electrical controls; and
building and industrial wire for applications in commercial and residential
construction and industrial facilities. Superior operates 31 manufacturing
facilities in the United States, Canada, United Kingdom, Israel and Mexico.
ORGANIZATIONAL HISTORY
Superior was incorporated in July 1996 as a wholly-owned subsidiary of The
Alpine Group, Inc. ("Alpine"). On October 2, 1996, Alpine completed a
reorganization whereby all of the issued and outstanding common stock of two of
Alpine's wholly-owned subsidiaries, Superior Telecommunications Inc. and DNE
Systems, Inc., were contributed to Superior. On October 17, 1996, Superior
completed an initial public offering of its common stock, generating net
proceeds of approximately $100 million which were used to reduce outstanding
bank debt and pay Alpine certain previously declared dividends. As a result of
the initial public offering, Alpine's common stock ownership position in
Superior was reduced to approximately 50.1%. As a result of treasury stock
repurchases and other transactions, Alpine's current common stock interest in
Superior is 51.5%.
Superior effected a five-for-four stock split on February 2, 1998 and on
February 3, 1999, and issued a 3% stock dividend on February 11, 2000. All
references herein to shares of common stock (except shares authorized and
issued) and to per share information have been adjusted to reflect the stock
splits and stock dividend on a retroactive basis.
RECENT SIGNIFICANT GROWTH
Over the past six years, Superior, including its predecessors, has led a
consolidation of the North American wire and cable industry. In May 1995,
Superior Telecommunications Inc. acquired the North American copper
telecommunications wire and cable operations of Alcatel N.A. Cable
Systems, Inc. and Alcatel Canada Wire, Inc. With this acquisition, Superior
became the largest North American manufacturer of copper telephone wire and
cable.
On November 27, 1998, Superior, through a newly formed, wholly-owned
subsidiary, acquired approximately 81% of the outstanding shares of common stock
of Essex International Inc. ("Essex") through a cash tender offer for an
aggregate price of approximately $770 million. Then, on March 31, 1999, Essex
merged with that wholly-owned subsidiary of Superior. In the merger, holders of
the remaining 19% of the outstanding shares of common stock of Essex each
received 0.64 (in the aggregate $167 million liquidation value) of an 8 1/2%
trust convertible preferred security of Superior Trust I, a Delaware trust in
which Superior owns all the common equity interests, for each share of Essex
common stock owned. Upon completion of the merger, Essex became a wholly-owned
subsidiary of Superior. Essex, through its subsidiaries, manufactures and
distributes wire and cable products, including magnet wire for electromechanical
devices, building wire for commercial and residential construction applications,
copper communications wire and cable and industrial wire. As a result of the
acquisition of Essex, Superior has diversified its wire and cable product
offering and has become the largest wire and cable manufacturer in North America
and the fourth largest wire and cable manufacturer in the world.
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During 1998, Superior also expanded its international operations. On May 5,
1998, Superior acquired 51% of the issued and outstanding shares of common stock
of Cables of Zion United Works, Ltd. ("Cables of Zion") for approximately
$25.0 million in cash. Cables of Zion is an Israel-based cable and wire
manufacturer whose primary products include fiber and copper communications wire
and cable and power cable. Cables of Zion products are sold primarily into the
Israeli and European markets.
On December 31, 1998, Superior, through Cables of Zion, acquired the
business and certain operating assets of Cvalim-The Electric Wire & Cable
Company of Israel Ltd. and its wholly-owned subsidiary, Dash Cable Industries
(Israel) Ltd., for approximately $41.2 million in cash. Cvalim was the leading
Israeli manufacturer of electrical, communications and industrial wire and cable
products. Furthermore, in October 1999 Cables of Zion acquired the business and
certain operating assets of Pica Plast Limited, the remaining major wire and
cable company in Israel, for a purchase price of approximately $10.8 million. As
a result of these acquisitions, Cables of Zion, which has changed its name to
Superior Cables Limited, is the dominant wire and cable manufacturer in Israel
with an approximate 80% market share. Superior believes that expanding its
operational presence in Israel will enable it to participate further in the
growing communications wire and cable markets in Europe and the Middle East. The
operations of Superior Cables Limited, including the acquired operations of
Cvalim and Pica Plast, are hereinafter referred to as "Superior Israel".
RECENT CORPORATE REORGANIZATION AND OPERATIONAL RESTRUCTURINGS
During 1999 and continuing into 2000, the Company initiated and completed
significant corporate reorganization at Essex and a major restructuring of
certain operations of Essex, including the sale of non-strategic business lines
and the rationalization of certain manufacturing assets.
In April 1999, the Company completed a corporate reorganization which
included the elimination of more than 130 corporate and divisional general and
administrative positions at Essex. Annual savings in corporate expenses from
these personnel reductions, along with other corporate general and
administrative cost reductions and synergies, approximate $25 million.
The Company has also divested non-core product lines, including the sale of
the business and operating assets of Essex's insulation products business in
October 1999 and its Interstate operations (wiring assemblies for trucks and
buses) in December 1999. Total cash proceeds from these sales amounted to
$11 million.
Additionally, the Company has substantially completed a restructuring and
rationalization of the operating assets comprising Essex's Electrical Group.
During the past two years, the Company shut down or sold six electrical wire
manufacturing plants. This has resulted in the Electrical Group's manufacturing
being consolidated into six remaining manufacturing facilities. This
restructuring resulted in the elimination of 600 positions and a reduction of
22% in the Electrical Group's manufacturing capacity, all of which was
considered excess capacity.
As a result of the above mentioned activities, the Company has eliminated
approximately 1,100 positions in the aggregate, a 25% reduction in Essex's total
workforce since the beginning of 1999.
COMMUNICATIONS GROUP
Superior's Communications Group includes its North American communications
wire and cable operations as well as the operations of Superior Israel.
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The Communications Group's North American operations manufacture and sell
the following communications wire and cable products:
(1) Copper outside plant ("OSP") wire and cable for voice and data
transmission, used in the distribution or local loop portion of the
telecommunications infrastructure, principally by the local exchange
carriers ("LECs");
(2) Fiber optic OSP cable products used principally for trunking and feeder
applications in local exchange, CATV, and long distance networks; and OSP
composite (or hybrid) cables (including fiber optic/twisted pair and
coaxial/twisted pair cables) for local exchange feeder, distribution and
service wire applications; and
(3) Copper and fiber optic premise wire and cable used within homes, offices
and switching structures for local area networks ("LANs"), Internet
connectivity and other applications.
Superior is the largest manufacturer of copper communications cable in North
America, and the largest worldwide manufacturer of copper OSP wire and cable
products.
The Communications Group North American operations also include the
operations of DNE Systems, Inc. ("DNE"). DNE designs and manufactures data
communications equipment, integrated access devices and other electronic
equipment for defense, government and commercial applications. DNE's net sales
are not material in relation to the total net sales of the Communications Group.
COPPER OSP PRODUCTS
Copper wire and cable are the most widely-used media for voice and data
transmission in the local loop portion of the traditional telecommunications
infrastructure operated by the LECs, which include the regional Bell operating
companies ("RBOCs") and the independent telephone operating companies. The local
loop is the segment of the telecommunications network that connects the
customer's premises to the nearest telephone company switching center or central
office. Superior believes that copper will continue to be a leading transmission
medium in the local loop due to factors such as:
- the installed base of copper cable and associated switches, connectors and
other accessory components represents an investment of over $150 billion
that must be maintained by the LECs;
- the lower installation costs of copper compared to optical fiber and other
media;
- technological advances, such as digital subscriber line ("xDSL")
technologies and integrated services digital networks ("ISDN"), that
increase the bandwidth of the installed local loop copper network;
- the increasing demand by consumers for affordable enhanced services,
which, because of technological advances, can be supported by the
copper-based local loop; and
- the increasing demand for affordable multiple residential access lines to
support fax machines, Internet access and multiple voice lines.
Demand for copper OSP wire and cable is dependent on several factors,
including the rate at which new access lines are installed in homes and
businesses, the level of infrastructure spending for items such as
road-widenings and bridges, which generally necessitates replacement of existing
utilities, including telephone cable, and the level of general maintenance
spending by the LECs. The installation of new access lines is, in turn,
partially dependent on the level of new home construction and expansion of
business and, increasingly in recent years, on demand for additional telephone
and data lines dedicated to facsimile machines and computer modems, which are
used for, among other purposes, business communications and access to the
Internet.
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The local loop comprises approximately 185 million residential and business
access lines in the United States. The installed base of copper wire and cable
and associated switches and other components utilized in the local loop
represents an investment of over $150 billion that must be maintained by the
LECs. Although other media, such as fiber optic cable, are used for trunk lines
between central offices and for feeder lines connecting central offices to the
local loop, a substantial portion of all local loop lines and systems continue
to be copper-based. Superior believes that in the local loop, copper-based
networks require significantly lower installation costs than other alternative
networks such as fiber optics.
Copper usage in the local loop continues to be supported by technological
advances that expand the use and bandwidth of the installed local loop copper
network. These advances include xDSL and ISDN technologies. These technologies,
together with regulatory developments and increased competition among service
providers, have accelerated the demand for and the introduction of new
high-speed and bandwidth-intensive telecommunications services, such as
integrated voice and data, broadcast and conference quality video, Internet,
high-speed LAN-to-LAN connectivity, and other specialized bandwidth-intensive
applications, all of which can now be provided over the copper based local loop
network.
Superior's copper OSP products include distribution cable and service wire
products, ranging in size from a single twisted pair wire to a 4,200-pair cable.
The basic unit of virtually all copper OSP wire and cable is the "twisted pair,"
a pair of insulated conductors twisted around each other. Twisted pairs are
bundled together to form communications wire and cable. Superior's copper OSP
wire and cable products are differentiated by a multitude of design variations,
depending on where the cable is to be installed. Copper OSP products normally
have metallic shields for mechanical protection and electromagnetic shielding,
as well as an outer polyethylene jacket.
For the year ended December 31, 2000, net sales of copper OSP products
accounted for 63% of the Communications Group's net sales.
Superior has historically been a key supplier of copper OSP wire and cable
to the RBOCs and the two major independent telephone companies, GTE Corporation
and Sprint Corporation. It is estimated that the RBOCs, GTE and Sprint comprise
approximately 80% of the approximately $1.3 billion North American copper OSP
market. The remaining 20% of the North American market is comprised of more than
1,200 smaller independent telephone companies. Prior to the Essex acquisition,
Superior was not a major supplier to the smaller independent telephone companies
due to capacity constraints and lack of established distributor relationships.
However, the Essex acquisition provided Superior both the capacity and the
established distributor network to address this market. For the year ended
December 31, 2000, 63% of Superior's OSP net sales were to the RBOCs and the two
major independent telephone companies. Superior sells to the RBOCs and major
independent telephone companies through a direct sales force. With the
acquisition of Essex, Superior's OSP wire and cable products are increasingly
being sold through domestic and international distributors and sales
representatives.
Superior's sales to the RBOCs and the major independent telephone operating
companies are generally pursuant to multi-year supply arrangements in which the
customer agrees to have Superior supply a certain percentage of the customer's
OSP wire or cable needs during the term of the arrangement. Typically, customers
are not required to purchase any minimum quantities of product under these
arrangements. At December 31, 2000, Superior had multi-year arrangements with
two of the four RBOCs and with the two major independent telephone companies.
BROADBAND PRODUCTS
The Company's broadband products include: (i) OSP fiber and composite cables
and (ii) copper and fiber optic premise wire and cable products. These products
are designed to meet the highest
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bandwidth requirements necessary in trunking and feeder applications to service
the growing demand for increasing transmission rates within the copper based
local loop distribution network, and to service the high transmission rate
requirements of local area and wide area networks. Sales of broadband products
in 2000 were $141 million, representing a growth rate of 69% over 1999.
FIBER OPTIC OSP PRODUCTS
For many years the use of fiber optic OSP cable was principally limited to
trunking applications and, to a lesser degree, high density feeder applications
within the local exchange network. During this period the fiber optic OSP cable
market was dominated by major vertically integrated optical fiber producers,
including Corning, Inc. and Lucent Technologies Inc., who held significant
technological and cost advantages. In recent years, the demand for fiber optic
cable has increased dramatically in the feeder network as a funnel to support
the emerging high bandwidth digital copper loops, and as both a backbone and
distribution medium for CATV applications. Further, technological advances now
have allowed other manufacturers to cost efficiently produce fiber optic OSP
cable products and effectively compete with the major vertically integrated
fiber optic cable producers.
Superior began manufacturing fiber optic OSP cable products in 1999. In 2000
Superior completed a major expansion of its fiber optic cabling capabilities and
successfully produced and sold $47 million of fiber optic OSP cable products, a
growth rate of 273% over 1999. The Company expects to continue to invest in
expanding its fiber optic cabling capabilities and anticipates continued revenue
growth in this product segment.
The fiber optic OSP cables Superior manufacturers can be used in a variety
of installations such as aerial, buried and underground conduit and can be
configured with two to over 280 fibers, which are typically single-mode fibers.
These cables are sold to traditional customers, such as distributors and LECs
(including the RBOCs), as well as new customers, such as CATV companies,
inter-exchange carriers and competitive access providers.
PREMISE PRODUCTS
Premise wire and cable is used within buildings to provide connectivity for
telecommunications networks and LANs and within switching structures to connect
various electronic switching and testing components. Rapid technological
advances in communication and computer system capabilities have created
increasing demand for greater bandwidth capabilities in wire and cable products.
Superior expects demand for premise wire and cable products to continue to
increase, particularly as new office buildings are constructed, existing office
buildings are upgraded to accommodate advanced network requirements and multiple
residential access lines for facsimile machines, home offices, home networks and
access to the Internet are installed.
There are two primary applications for communications wiring systems within
buildings: voice applications, estimated at 15% of new wiring system investment,
and data applications, estimated at 85% of new wiring system investment. The
primary voice application consists of networking telephone stations. The primary
data application is LANs, which require the wired interconnection of
workstations and peripherals, such as printers and file servers, to form a
network.
Four major types of cables are currently deployed in premise applications:
(1) LAN copper twisted pair (unshielded twisted pair or "UTP" and shielded
twisted pair or "STP"), (2) LAN fiber optic cable, (3) LAN coaxial cable and
(4) voice grade twisted copper pair. Superior anticipates that UTP and fiber
optic cable will provide the most significant growth opportunities due to
increasing demands in the premise market for cost-effective, high bandwidth
solutions.
Continued high growth for new LAN installations, as well as voice system
upgrades, have resulted in increased demand for LAN UTP cables, particularly
Category 5, Category 5e and Category 6 cables.
5
These high bandwidth cables have made it possible for UTP to compete with fiber
and LAN STP for high-speed LAN applications. The other large component of the
premise segment is fiber optic cable, which meets the needs of communications
services requiring bandwidth capabilities greater than can be provided by copper
based technologies.
Superior's current premise wire and cable product offerings include voice
grade twisted pair, LAN UTP and LAN fiber optic cable. Superior's LAN UTP
product offerings include Category 6 cables, Category 5e and Category 5 cables
ranging in size from 4-pair to 25-pair. These cables are designed and
manufactured for use in both plenum (horizontal) and riser (vertical)
applications. Superior has recently developed and has begun manufacturing,
marketing and selling LAN fiber optic cables. These cables, which may be used
for LAN trunking or distribution applications, contain from one to 144 fibers,
and are used in plenum and riser applications within buildings. Superior is
continuing to expand its manufacturing capabilities for both copper UTP and
fiber optic cable products with an anticipated increase in sales and market
share in 2001.
Superior's premise wire and cable products are sold primarily through major
national and international distributors, smaller regional distributors who in
turn resell to contractors, international and domestic telephone companies and
private overseas contractors for installation in the industrial, commercial and
residential markets.
The premise wire and cable market is fragmented, with nearly 25 premise wire
and cable manufacturers in North America and more than 75 worldwide. Major
suppliers in North America include Lucent Technologies Inc., Cable Design
Technologies Corporation, Berk-Tek (an Alcatel company), Belden Inc.,
CommScope Inc., General Cable Corporation, Corning, Inc. and Avaya Inc. Superior
estimates the North American market for premise wire and cable products similar
to those manufactured by Superior to be approximately $2.0 billion.
SUPERIOR ISRAEL
As previously discussed, during 1998 Superior acquired 51% of the
outstanding common stock of Cables of Zion, an Israeli wire and cable company.
Cables of Zion, in subsequent transactions, acquired the business and certain
operating assets of Cvalim and Pica Plast. With the consolidation of these three
businesses, Superior Israel is the largest Israeli wire and cable manufacturer
with an approximate 80% share of the Israeli wire and cable market.
Superior Israel's major product offerings include: (1) communications cable
including copper and optical fiber OSP and premise products; (2) high and medium
voltage power cable utilized by power utilities; and (3) industrial and
automotive wire and cable.
Superior Israel's major customers include the two largest public utilities
in Israel: Bezeq, the largest Israeli telephone company; and IEC, the largest
Israeli power utility. Product export sales outside of Israel amounted to 27% of
total sales for the year ended December 31, 2000. The major export markets
include Europe, Latin America and Southeast Asia.
As a result of the combination of the operations of Cables of Zion, Cvalim
and Pica Plast, Superior has consolidated certain manufacturing facilities and
administrative functions. This restructuring resulted in closure of five
manufacturing facilities, closure of administrative offices in Rishon LeZion and
elimination of 299 personnel to date. Superior Israel currently operates three
manufacturing plants.
OEM GROUP
Superior's OEM Group develops, manufactures and markets magnet wire and
other related products to major OEMs for use in motors, transformers and
electrical controls. Through its Essex
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Brownell distribution business, Superior also distributes its magnet wire and
certain related accessory products to smaller OEMs as well as to motor repair
facilities.
In 1998, Essex, prior to its acquisition by Superior, acquired BICC's
UK-based magnet wire operations. Superior has completed a manufacturing
restructuring project to improve and expand this operation. This enhanced
production capability provides Superior an opportunity to participate in growth
arising from the consolidation of the Western European magnet wire market and
from economic growth and development in Eastern Europe. During 2000, Superior
substantially completed construction of a new 280,000 square foot magnet wire
manufacturing facility located in Torreon, Mexico. This new facility is
strategically located to service, on a cost effective basis, Mexican based
manufacturing locations of current major OEM customers as well as to take
advantage of one of the world's largest and fastest growing markets for magnet
wire. With the addition of the Torreon facility, the OEM Group operates 12
manufacturing plants and 21 warehousing and distribution locations in North
America and the U.K.
For the year ended December 31, 2000, sales of magnet wire accounted for 74%
of the OEM Group's net sales.
MAGNET WIRE
Superior is the leading manufacturer and supplier of magnet wire in the
North American market. Magnet wire is used in electrical motors, with the
principal end market applications including electrical motors used in automotive
and industrial applications, and for appliances. Magnet wire is also used in
transformers for power generation by power utilities and for power conversion
and electrical controls in industrial applications.
The North American market demand for magnet wire has experienced continued
growth since 1991. Sales growth in the magnet wire industry is driven by
increasing demand for electrical devices containing motors for, among other
things, home appliances and automobiles. Additionally, federal government
mandates are requiring higher energy efficiency from electric devices, which is
achieved by using, on average, 25% more magnet wire in motors and transformers.
Strong consumer demand for greater numbers of electrical convenience items in
homes, offices and vehicles has resulted in increased sales of household
appliances and increased demand for magnet wire for use in electric motors and
coils.
Due to the substantial initial capital costs associated with magnet wire
production, the importance of consistent quality, stringent technological
requirements and the cost efficiencies achieved by larger magnet wire producers,
significant industry consolidation has occurred during the past ten years in the
North American magnet wire industry. In addition, the percentage of domestic
magnet wire produced by independent magnet wire manufacturers, such as Superior,
has grown over the last several years as the manufacturing capacity of captive
magnet wire producers (electrical equipment manufacturers who internally produce
their own magnet wire) has declined as a result of outsourcing. It is estimated
that captive magnet wire manufacturers now represent only 7% of total magnet
wire production in North America.
Superior offers a comprehensive line of magnet wire products, including over
500 types of magnet wire used in a wide variety of applications. Magnet wire is
insulated copper or aluminum wire that is wound into coils for use in
electromagnetic devices including motors, alternators, transformers, control
devices and power generators. Electromagnetic devices have numerous applications
in industrial and household settings.
Superior works closely with global OEMs to develop new magnet wire for
applications in energy efficient motors, generators and transformers. In recent
years, Superior has introduced the Ultra Shield-TM- Plus wire, for use by global
OEM motor manufacturers in inverter drive motors where high
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voltage spikes are encountered. Other new products include
Soderon-Registered Trademark-/180 and Soderex-Registered Trademark-/180, two new
magnet wires that are used in appliance controls in higher temperature
applications. These products allow for increased throughput with faster
soldering times than conventional high temperature type products. Superior is
also a leader in product palletizing and packaging with a focus on ease of
handling, reduced freight damage, environmental disposal issues and cost
reduction.
Superior's magnet wire products are sold directly to major OEMs and, through
its Essex Brownell distribution business, to secondary OEMs, aftermarket repair
facilities, coil manufacturers and distributors. Products are also marketed
internationally through authorized distributors.
Sales to major OEMs, including, among others, Emerson, Delphi Automotive
Systems, A.O. Smith, Howard Industries, Cooper Power and Tecumseh, are typically
pursuant to annual or multi-year supply agreements based on a percentage of the
customers' total requirements and on a negotiated fixed price, subject to
adjustment for the cost of copper. For the year ended December 31, 2000,
approximately 84% of magnet wire sales were pursuant to such supply
arrangements.
ESSEX BROWNELL DISTRIBUTION AND ACCESSORY PRODUCTS
Through its Essex Brownell distribution operations, Superior sells magnet
wire, insulation and other related accessory products to the motor repair and
secondary OEM markets. The Essex Brownell distribution operations include a
nationwide sales force, supported by over 20 strategically located distribution
and warehouse locations. In addition to magnet wire, the Essex Brownell line
includes products from manufacturers such as 3M, Permacel, Dow Corning and P.D.
George. Superior believes that it has a distinct competitive advantage in that
it is the only major North American magnet wire producer that also distributes a
full line of complementary electrical accessory products used by the motor
repair and secondary OEM markets.
ELECTRICAL GROUP
Superior's Electrical Group manufactures and distributes a complete line of
building wire products as well as a limited line of industrial wire products. As
discussed above in "Recent Corporate Reorganization and Operational
Restructurings", the Electrical Group has consolidated its manufacturing
operations, reducing its manufacturing facilities from twelve to six remaining
manufacturing facilities in the United States. This manufacturing consolidation
eliminated excess capacity and is expected to result in lowered manufacturing
cost and an overall improved cost structure.
Building wire products include a wide variety of thermoplastic and thermoset
insulated wires for the commercial and industrial construction markets and
service entrance cable, underground feeder wire and nonmetallic jacketed wire
and cable for the residential construction market. These products are generally
installed behind walls, in ceilings and underground. The industrial wire product
segment (which forms a much smaller component of sales than building wire)
includes appliance wire, motor lead wire, submersible pump cable, power cable,
bulk flexible cord, power supply cord sets, welding cable and recreational
vehicle wire.
Superior is one of the leading manufacturers in North America of copper
building wire products used in commercial and residential applications. Superior
estimates that the building wire market has grown, on average, approximately
2%-4% per annum over the past five years. Sales growth in the building wire
industry has resulted primarily from renovation activity, as well as new
nonresidential and residential construction. Both new construction and
renovation growth are being affected by the increased number of circuits and
amperage handling capacity needed to support the increasing demand for
electrical services. In addition, there has been a greater wiring density
required in new construction and renovation projects to provide for the
electrical needs of appliances such as trash compactors, microwave ovens, air
conditioners, entertainment centers, lighting and climate controls, specialty
and task lighting, electric garages and outdoor lighting systems. New home
automation and computer
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systems contribute to the increased cable and wire density requirements in new
and renovation construction as well. The average new home is also increasing in
size and thus influencing demand in this industry.
The building wire industry has experienced significant consolidation in
recent years, declining from approximately 28 manufacturers in 1980 to nine
primary manufacturers in 1999. Superior believes this consolidation is due
primarily to cost efficiencies achieved by the larger building wire producers as
they capitalize on the benefits of vertical integration and manufacturing,
purchasing and distribution economies of scale.
In the industrial wire market, Superior has a significantly smaller market
position than in the building wire industry. Factors impacting sales growth in
this market include the construction and expansion of manufacturing plants, mine
expansion and consumer spending for hard goods. Due to the diversity of product
offerings within this industry, Superior's competition is fragmented across
product lines and markets served.
Superior sells its electrical wire and cable products nationally through an
internal sales force and through manufacturers' representatives. Its customer
base is large and diverse, consisting primarily of wholesale electrical and
specialty distributors, consumer product retailers and hardware wholesalers. No
single customer accounts for more than 10% of the Electrical Group's net sales.
Notwithstanding this consolidation of suppliers, there still exists
manufacturing overcapacity for building wire, which is generally viewed as a
commodity product. As a result, the market is extremely competitive, with price
and availability being the most important factors. During 1999 and 2000, market
pricing for building wire products declined substantially, with copper adjusted
pricing reaching five year lows through much of this period. As previously
discussed, the Company has responded to these conditions by eliminating excess
capacity and consolidating remaining production capacity to achieve cost
reductions necessary to offset, in part, the impact of the recent period price
declines.
Prior to 1998, Superior served the wholesale electrical and specialty
distributors through a network of over 30 service centers and stocking locations
in the United States. In 1998, Essex, prior to its acquisition by Superior,
began an initiative to consolidate the service centers and stocking locations
into a smaller number of strategically located regional distribution centers
("RDCs"). These RDCs provide for centralized stocking of "off-the-shelf"
products, including substantially all of Superior's building and industrial wire
products. To a lesser degree, these RDCs provide regionally centralized
distribution for communication wire and cable, magnet wire and related
insulation products. The Company currently operates four RDCs located in
Georgia, Missouri, California and Indiana.
RAW MATERIALS AND MANUFACTURING
The principal raw materials used by Superior in the manufacture of its wire
and cable products are copper, aluminum, bronze, steel, optical fibers and
plastics, such as polyethylene and polyvinyl chloride. Copper rod is the most
significant raw material used in Superior's manufacturing process. Superior
estimates it is the largest North American consumer of copper rod with over
900 million pounds used annually in its production process. Due to the
importance of copper to its business, Superior maintains a centralized metals
operation that manages copper procurement and provides vertical integration in
the production of copper rod and in scrap recycling.
Superior maintains four copper rod continuous casting units, strategically
located in proximity to many of its major wire producing plants to minimize
freight costs. These facilities convert copper cathode into copper rod which is
then shipped and utilized directly in Superior's manufacturing operations.
Through these continuous casting units, Superior is able to produce
approximately 70% of its North American copper rod requirements.
9
In addition to converting copper cathode into copper rod, Superior's metal
processing center also processes copper scrap, both internally generated scrap
as well as scrap purchased from other copper wire producers. Copper scrap is
processed in rotary furnaces, which also have refining capability to remove
impurities. Superior uses a continuous casting process to convert scrap material
directly into copper rod. Management believes that internal reclamation of scrap
copper provides greater control over the cost to recover Superior's principal
manufacturing by-product.
Superior purchases copper cathode and, to the extent not provided
internally, copper rod from a number of copper producers and metals merchants.
Generally, copper cathode and rod purchases are pursuant to contracts which
extend for a one-year period and are normally based on the COMEX price, plus a
premium to cover transportation and payment terms.
Historically, Superior has had adequate supplies of copper and other raw
materials available to it from producers and merchants, both foreign and
domestic. In addition, competition from other users of copper has not affected
Superior's ability to meet its copper procurement requirements. Although
Superior has not experienced any shortages in the recent past, no assurance can
be given that Superior will be able to procure adequate supplies of its
essential raw materials to meet its future needs.
The cost of copper has been subject to considerable volatility over the past
several years. Fluctuations in the cost of copper have not had a material impact
on profitability due to the ability of Superior in most cases to adjust product
pricing in order to properly match the price of copper billed with the copper
cost component of its inventory shipped. Additionally, Superior, to a limited
extent, utilizes COMEX fixed price futures contracts to manage its commodity
price risk. Superior does not hold or issue such contracts for trading purposes.
During 2000 the Company substantially increased its production capability
for fiber optic cable, requiring a significant increase in procurement of
optical fiber. The Company was able to satisfy its requirement for fiber in 2000
and believes it has secured an available supply of optical fiber from multiple
suppliers sufficient to meet its 2001 production plan. However, demand for
optical fiber has increased dramatically in recent years and there is no
assurance that existing optical fiber producers can continue to meet the growing
demand of manufacturers of fiber optic cable such as Superior.
Superior's manufacturing strategy is primarily focused on maximizing product
quality and production efficiencies while maintaining a high level of vertical
integration through internal production of its principal raw materials. In
addition to copper rod, Superior is also vertically integrated in the production
of magnet wire enamels and extrudable polymeric compounds. Superior believes one
of its primary cost and quality advantages in the magnet wire business is the
ability to produce most of its enamel and copper rod requirements internally.
Similarly, Superior believes its ability to develop and produce PVC and rubber
compounds, which are used as insulation and jacketing materials for many of its
building wire, communication wire and industrial wire products, provides
competitive advantages because greater control over the cost and quality of
essential compounds used in production can be achieved.
EXPORT SALES
Superior's export sales during the year ended December 31, 2000 were
$98.7 million. Superior's primary markets for export sales are Latin America and
Europe.
BACKLOG; RETURNS
Backlog in the communications wire and cable segment typically consists of
3-5 weeks of sales depending on seasonal issues. Superior's other product lines
have no significant order backlog because Superior follows the industry practice
of manufacturing products on an ongoing basis to meet customer demand on a
just-in-time basis. Superior believes that the ability to supply orders in a
timely fashion is
10
a competitive factor in the markets in which it operates. Historically, sales
returns have not had a material adverse effect on Superior's results of
operations.
COMPETITION
The market for wire and cable products is highly competitive. Each of
Superior's businesses competes with at least one major competitor. However, due
to the diversity of Superior's product lines as a whole, no single competitor
competes with Superior across the entire spectrum of Superior's product lines.
Many of Superior's products are made to industry specifications and,
therefore, may be interchangeable with competitors' products. Superior is
subject to competition in many markets on the basis of price, delivery time,
customer service and its ability to meet specialty needs. Superior believes it
enjoys strong customer relations resulting from its long participation in the
industry, emphasis on customer service, commitment to quality control,
reliability and substantial production resources. Furthermore, Superior believes
that its distribution networks enable it to compete effectively with respect to
delivery time.
RESEARCH AND DEVELOPMENT
In response to the changing requirements of the communications industry,
Superior established a product development center during the fourth quarter of
fiscal 1997. This 58,000 square foot facility is located in Kennesaw, Georgia
and is dedicated to defining and creating new wire and cable systems that meet
the needs of the evolving communications networks. Recent projects include the
development of single mode and multimode fiber optic cable products for use in
LANs as well as telephone networks. Initial sales and shipments of these
products began in 1998.
Superior also has development projects underway for performance enhanced
copper-based communications wire products that are designed to meet the existing
and future needs of telephone and datacom customers. Several of these projects
have been undertaken in conjunction with Superior's telephone company customers
and include the development of composite cables that incorporate copper twisted
pair wire and coaxial cable or optical fibers in a single cable construction.
Superior also operates research and development facilities in Lafayette and
Fort Wayne, Indiana. Research activities at the Lafayette facility are focused
on development of improved PVC and rubber compounds, which are used as
insulation and jacketing materials for many communication, automotive, building
and industrial wire products. At the Fort Wayne facility, Superior's
metallurgical and chemical labs are focused on the development of magnet wire
metal properties and processing qualities, as well as enhancement of enamels and
their application in the magnet wire manufacturing process.
Aggregate research and development expenses of Superior during the fiscal
year ended April 30, 1998, the eight months ended December 31, 1998 and the
years ended December 31, 1999 and 2000, amounted to $3.0 million, $2.7 million,
$6.6 million and $7.2 million, respectively.
Although Superior holds certain trademarks, licenses and patents, none is
considered to be material to its business.
EMPLOYEES
As of December 31, 2000, Superior employed approximately 5,900 employees.
Approximately 2,350 persons employed by Superior are represented by unions.
Collective bargaining agreements expire at various times between 2001 and 2004,
with contracts covering approximately 41% of Superior's unionized work force due
to expire at various times in 2001. Superior considers relations with its
employees to be satisfactory.
11
ENVIRONMENTAL MATTERS
The manufacturing operations of Superior's subsidiaries are subject to
extensive and evolving federal, foreign, state and local environmental laws and
regulations relating to, among other things, the storage, handling, disposal,
emission, transportation and discharge of hazardous substances, materials and
waste products, as well as the imposition of stringent permitting requirements.
Superior does not believe that compliance with environmental laws and
regulations will have a material effect on the level of capital expenditures of
Superior or its business, financial condition, liquidity or results of
operations. No material expenditures relating to these matters were made in
1998, 1999 or 2000. However, violation of, or non-compliance with, such laws,
regulations or permit requirements, even if inadvertent, could result in an
adverse impact on the operations, business, financial condition, liquidity or
results of operations of Superior.
12
ITEM 2. PROPERTIES
The Company conducts its principal operations at the facilities set forth
below:
SQUARE
OPERATION LOCATION FOOTAGE LEASED/OWNED
- --------- ------------------------- -------- ---------------------
COMMUNICATIONS
OSP/Datacom....................... Brownwood, Texas 415,000 Leased (expires 2013)
Chester, South Carolina 210,000 Owned
Elizabethtown, Kentucky 165,000 Owned
Hoisington, Kansas 275,000 Owned
Kennesaw, Georgia 58,000 Leased (expires 2002)
Tarboro, North Carolina 295,000 Owned
Winnipeg, Manitoba 184,000 Owned
DNE............................... Wallingford, Connecticut 65,000 Leased (expires 2007)
Superior Israel Shaar Hanegav, Israel 351,000 Owned
Bet-Shean, Israel 181,000 Leased (expires 2002)
Maalot, Israel 46,000 Leased (expires 2003)
OEM
Magnet Wire....................... Charlotte, North Carolina 26,000 Leased (expires 2006)
Fort Wayne, Indiana 181,000 Owned
Franklin, Indiana 35,000 (a)
Franklin, Tennessee 289,000 Leased (expires 2008)
Huyton Quarry, U.K. 146,000 Owned
Kendallville, Indiana 88,000 Owned
Rockford, Illinois 319,000 Owned
Torreon, Mexico 317,000 Owned
Vincennes, Indiana 267,000 Owned
Accessory Products................ Athens, Georgia 30,000 Leased (expires 2016)
Clifton Park, New York 22,000 Leased (expires 2016)
Willowbrook, Illinois 60,000 Leased (expires 2016)
ELECTRICAL
Building Wire..................... Anaheim, California 174,000 Owned
Columbia City, Indiana 400,000 Owned
Florence, Alabama 129,000 Owned
Orleans, Indiana 425,000 Owned
Sikeston, Missouri 189,000 Owned
Industrial Wire................... Lafayette, Indiana 350,000 Owned
METALS PROCESSING................... Columbia City, Indiana 75,000 Owned
Jonesboro, Indiana 56,000 Owned
ADMINISTRATIVE OFFICES.............. Atlanta, Georgia 39,000 Leased (expires 2008)
Fort Wayne, Indiana 295,000 Owned
New York, New York 5,400 Leased (expires 2002)
- ------------------------
(a) The Franklin, Indiana facility is approximately 70,000 square feet, of
which 35,000 square feet is leased to Femco Magnet Wire Corporation as a
joint venture between Superior and the Furukawa Electric Co., Ltd.,
Tokyo, Japan. Femco manufactures and markets magnet wire with special
emphasis on products required by Japanese manufacturers with production
facilities in the United States.
13
In addition to the facilities described in the table above, Superior owns or
leases 29 warehousing and distribution facilities throughout the United States,
Canada and United Kingdom to facilitate the sale and distribution of its
products.
Superior believes that its plants are generally suitable and adequate for
the business being conducted and to service the requirements of its customers.
Capital spending plans are primarily designed to keep up with current and best
available technology, to increase capacity in existing product lines and for
cost reduction initiatives. The extent of current utilization is generally
consistent with historical patterns and, in the view of management, is
satisfactory. Superior does not view any of its plants as being underutilized. A
majority of Superior's plants operate on 24 hour-a-day schedules, on either a
five day or seven day per week basis. During the year ended December 31, 2000,
Superior's facilities have operated at approximately 90% capacity.
ITEM 3. LEGAL PROCEEDINGS
The Company is engaged in certain routine litigation arising in the ordinary
course of business. While the outcome of litigation can never be predicted with
certainty, the Company does not believe that any of its existing litigation,
either individually or in the aggregate, will have a material adverse effect
upon its business, financial condition, liquidity or results of operations.
Superior's operations are subject to environmental laws and regulations in
each of the jurisdictions in which it operates governing, among other things,
emissions into the air, discharges to water, the use, handling and disposal of
hazardous substances and the investigation and remediation of soil and
groundwater contamination both on-site at Superior's facilities and at off-site
disposal locations. On-site contamination at certain of Superior's facilities is
the result of historic disposal activities, including activities attributable to
Superior's operations and those occurring prior to the use of a facility by
Superior. Off-site liability includes clean-up responsibilities at various
sites, to be remedied under federal or state statutes, for which Superior has
been identified by the United States Environmental Protection Agency, or the
equivalent state agency, as a Potentially Responsible Party ("PRP").
Essex (including subsidiaries thereof) has been named as a PRP at a number
of sites. Most of the sites for which Essex is currently named as a PRP are
covered by an indemnity from United Technologies Corporation provided in
connection with the February 1988 sale of Essex by United Technologies to Essex.
Pursuant to the indemnity, United Technologies agreed to indemnify Essex against
losses incurred under any environmental protection and pollution control laws or
resulting from, or in connection with, damage or pollution to the environment
arising from events, operations or activities of Essex prior to February 29,
1988, or from conditions or circumstances existing at or prior to February 29,
1988. In order to be covered by the indemnity, the condition, event or
circumstance must have been known to United Technologies prior to February 29,
1988. The sites covered by the indemnity are handled directly by United
Technologies and all payments required to be made are paid directly by United
Technologies. These sites are all mature sites where allocations have been
settled and remediation is well underway or has been completed. Superior is not
aware of any inability or refusal on the part of United Technologies to pay
amounts that are owing under the indemnity or any disputes with United
Technologies concerning matters covered by the indemnity.
United Technologies also provided an additional environmental indemnity,
referred to as the "basket indemnity." This indemnity relates to liabilities
arising from environmental events, conditions or circumstances existing at or
prior to February 29, 1988 that only became known to United Technologies in the
five-year period commencing February 29, 1988. As to such liabilities, Essex is
responsible for the first $4.0 million incurred. Thereafter, United Technologies
has agreed to indemnify Essex fully for any liabilities in excess of
$4.0 million. To date, Essex has incurred less than $0.2 million in the basket.
14
Apart from the indemnified sites and those subject to the basket indemnity,
Essex has been named as a PRP or a defendant in a civil lawsuit at eleven sites.
Operations of Superior Telecommunications Inc. and DNE have resulted in releases
of hazardous substances or wastes at sites currently or formerly owned or
operated by such companies. Superior Telecommunications Inc. is involved in
investigatory and remedial activities at one site subject to the oversight of a
state governmental authority. Essex is cooperating with a state environmental
agency to resolve a notice of violation issued against one Essex facility
alleging that certain of such facility's operations are in violation of that
state's air quality rules (the "Air Quality Matter"). Essex anticipates
resolving the matter through agreed administrative order providing for the
installation of certain air emission control equipment and possibly a monetary
penalty in an amount not yet specified by the state regulatory agency. Superior
has provided an accrual in the amount of $2.5 million to cover its environmental
contingencies as of December 31, 2000. This accrual is based on management's
best estimate of Superior's exposure in light of relevant available information.
Superior currently does not believe that any of the environmental proceedings in
which it is involved, and for which it may be liable, will individually, or in
the aggregate, have a material adverse effect upon its business, financial
condition, liquidity or results of operations. There can be no assurance that
future developments will not alter this conclusion. Except for the Air Quality
Matter, none of the sites or matters mentioned above involves sanctions, fines
or administrative penalties against Superior.
Since approximately 1990, Essex has been named as a defendant in a number of
product liability lawsuits brought by electricians and other skilled tradesmen
claiming injury from exposure to asbestos found in electrical wire products
produced many years ago. Litigation against various past insurers of Essex who
had previously refused to defend and indemnify Essex against these lawsuits was
settled during 1999. Pursuant to the settlement, Essex was reimbursed for
substantially all of its costs and expenses incurred in the defense of these
lawsuits, and the insurers have undertaken to defend, are currently directly
defending and, if it should become necessary, will indemnify Essex against such
asbestos lawsuits, subject to the express terms and limits of the respective
policies. Superior believes that Essex's liability, if any, in these matters
will not have a material adverse effect either individually, or in the
aggregate, upon its business, financial condition, liquidity or results of
operations. There can be no assurance, however, that future developments will
not alter this conclusion.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter to a vote of security holders during
the fourth quarter of the year ended December 31, 2000.
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
(a) Market Information
The Company's common stock, $.01 par value, is listed on the New York Stock
Exchange (the "NYSE") under the symbol SUT. The following table sets forth the
high and low daily closing sales prices for the Superior common stock as
reported on the NYSE (adjusted for the impact of stock splits and a stock
dividend) for the years ended December 31, 1999 and 2000.
HIGH LOW
-------- --------
Year Ended December 31, 1999
First Quarter ended March 31, 1999........................ $38.06 $16.99
Second Quarter ended June 30, 1999........................ 30.89 18.75
Third Quarter ended September 30, 1999.................... 28.70 13.47
Fourth Quarter ended December 31, 1999.................... 16.08 11.59
Year Ended December 31, 2000
First Quarter ended March 31, 2000........................ $17.48 $11.06
Second Quarter ended June 30, 2000........................ 13.69 9.94
Third Quarter ended September 30, 2000.................... 10.63 6.00
Fourth Quarter ended December 31, 2000.................... 6.19 1.81
(b) Holders
The Company's transfer agent is American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005.
At March 23, 2001, 20,438,903 shares of Superior common stock were issued
and outstanding, and there were approximately 55 record holders (exclusive of
beneficial owners of shares held in street name or other nominee form) thereof.
(c) Dividends
The Company paid regular quarterly cash dividends on the Superior common
stock at a rate of $0.25 per share, beginning in January 1998 and continuing
through October 1999. In January 2000, the Company suspended the payment of
quarterly cash dividends on the Superior common stock. The Company does not
currently anticipate reinstating any regular common stock cash dividend
payments. The Company's principal credit agreements contain certain limitations
and restrictions on the payment of cash dividends on the Superior common stock.
On December 28, 2000, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right (a "Right") for each
outstanding share of Superior common stock, payable to the stockholders of
record on January 10, 2001. The Board of Directors also authorized and directed
the issuance of one Right with respect to each share of Superior common stock
issued thereafter until the date of distribution of separate certificates
evidencing the Rights (or the earlier redemption or expiration of the Rights).
Subject to certain exceptions, each Right, when it becomes exercisable,
entitles the registered holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, $.01 par value, at a price of
$10.88, subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of December 28, 2000, between the Company
and American Stock Transfer & Trust Company, as Rights Agent.
16
ITEM 6. SELECTED FINANCIAL DATA
HISTORICAL FINANCIAL DATA
Set forth below are certain selected historical consolidated financial data
of the Company. This information should be read in conjunction with the
consolidated financial statements of the Company and related notes thereto
appearing elsewhere herein and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." The selected historical
consolidated financial data for, and as of the end of, the years ended
December 31, 2000 and 1999, for, and as of the end of, the eight months ended
December 31, 1998, and for, and as of the end of, each of the fiscal years in
the three-year period ended April 30, 1998, are derived from the audited
consolidated financial statements of Superior.
YEAR ENDED YEAR ENDED EIGHT MONTHS FISCAL YEAR ENDED APRIL 30,
DECEMBER 31, DECEMBER 31, ENDED DECEMBER 31, ------------------------------
2000 1999 1998(A) 1998 1997 1996
------------ ------------ ------------------- -------- -------- --------
STATEMENT OF OPERATIONS DATA(B)(C)(D):
Net sales.............................. $2,049,048 $2,036,732 $ 488,279 $518,459 $463,840 $410,413
Cost of goods sold..................... 1,708,920 1,652,839 385,284 419,218 384,271 362,854
---------- ---------- --------- -------- -------- --------
Gross profit......................... 340,128 383,893 102,995 99,241 79,569 47,559
Selling, general and administrative
expenses............................. 156,437 150,833 32,333 22,181 17,166 14,223
Infrequent and unusual charges......... 14,961 8,431 13,511 -- -- --
Amortization of goodwill............... 20,959 19,629 2,447 1,715 1,726 1,556
---------- ---------- --------- -------- -------- --------
Operating income..................... 147,771 205,000 54,704 75,345 60,677 31,780
Interest expense....................... (129,905) (120,100) (16,651) (8,090) (12,907) (17,355)
Other income (expense), net............ 976 2,503 (346) 206 (305) 404
---------- ---------- --------- -------- -------- --------
Income before income taxes,
distributions on preferred securities
of Superior Trust I, minority
interest and extraordinary (loss).... 18,842 87,403 37,707 67,461 47,465 14,829
Provision for income taxes............. (10,925) (36,733) (15,544) (26,786) (18,989) (6,722)
---------- ---------- --------- -------- -------- --------
Income before distributions on
preferred securities of Superior
Trust I, minority interest and
extraordinary (loss)................. 7,917 50,670 22,163 40,675 28,476 8,107
Distributions on preferred securities
of Superior Trust I.................. (15,145) (11,289) -- -- -- --
---------- ---------- --------- -------- -------- --------
Income (loss) before minority interest
and extraordinary (loss)............. (7,228) 39,381 22,163 40,675 28,476 8,107
Minority interest in (earnings) losses
of subsidiaries...................... 5,088 (596) 93 -- -- --
---------- ---------- --------- -------- -------- --------
Income (loss) before extraordinary
(loss)............................... (2,140) 38,785 22,256 40,675 28,476 8,107
Extraordinary (loss) on early
extinguishmentof debt................ -- (1,617) (1,243) -- -- (2,645)
---------- ---------- --------- -------- -------- --------
Net income (loss).................... $ (2,140) $ 37,168 $ 21,013 $ 40,675 $ 28,476 $ 5,462
========== ========== ========= ======== ======== ========
Net income per share of common stock:
Basic:
Income (loss) before extraordinary
(loss)............................. $ (0.11) $ 1.91 $ 1.07 $ 1.95
Extraordinary (loss) on early
extinguishment of debt............. -- (0.08) (0.06) --
---------- ---------- --------- --------
Net income (loss) per basic share
of common stock.................. $ (0.11) $ 1.83 $ 1.01 $ 1.95
========== ========== ========= ========
Diluted:
Income (loss) before extraordinary
(loss)............................. $ (0.11) $ 1.86 $ 1.04 $ 1.91
Extraordinary (loss) on early
extinguishment of debt............. -- (0.08) (0.06) --
---------- ---------- --------- --------
Net income (loss) per diluted share
of common stock.................. $ (0.11) $ 1.78 $ 0.98 $ 1.91
========== ========== ========= ========
17
YEAR ENDED YEAR ENDED EIGHT MONTHS FISCAL YEAR ENDED APRIL 30,
DECEMBER 31, DECEMBER 31, ENDED DECEMBER 31, ------------------------------
2000 1999 1998(A) 1998 1997 1996
------------ ------------ ------------------- -------- -------- --------
BALANCE SHEET DATA (AT END OF PERIOD):
Current assets......................... $ 596,657 $ 627,464 $ 629,953 $100,847 $109,967 $117,908
Current liabilities.................... 532,061 465,915 397,556 62,315 62,350 59,182
Total assets........................... 1,991,669 2,000,354 1,886,556 232,243 238,108 244,065
Total long-term debt(e)................ 1,224,364 1,255,974 1,278,197 75,380 122,089 125,760
Mandatorily redeemable preferred
stock................................ 134,941 133,959 -- -- -- --
---------- ---------- --------- -------- -------- --------
Total debt, including mandatorily
redeemable preferred stock........... 1,359,305 1,389,933 1,278,197 75,380 122,089 125,760
Total stockholders' equity............. 110,003 113,008 91,380 82,206 44,028 51,656
- ------------------------------
(a) On December 15, 1998, the Company elected to change its fiscal year end
to December 31 from April 30. This change was made effective on
December 31, 1998.
(b) The results of operations set forth above for the period May 1, 1995
through October 1, 1996 include the combined operations of Superior
Telecommunications Inc. and DNE Systems, Inc. From October 2, 1996
through December 31, 1998, the results of operations represent the
consolidated results of the Company subsequent to its reorganization and
initial public offering as described in Note 1 to the accompanying
consolidated financial statements.
(c) The results of operations include, on a prospective basis, the
acquisition of Alcatel N.A., which was acquired by Superior
Telecommunications Inc. on May 11, 1995; the acquisition of 51% of Cables
of Zion on May 5, 1998; the acquisition of 81% of Essex on November 27,
1998; and the acquisition of the remaining 19% of Essex on March 31,
1999.
(d) Certain reclassifications have been made to net sales and cost of goods
sold for the fiscal year ended April 30, 1998, the eight months ended
December 31, 1998 and the year ended December 31, 1999 to conform with
the December 31, 2000 presentation as discussed in Note 2 to the
accompanying consolidated financial statements. The fiscal years ended
April 30, 1997 and 1996 have not been restated.
(e) Total debt includes debt of the Company's 50.2% owned Israeli
subsidiary, Superior Israel, of $153.9 million, $120.7 million and
$53.2 million at December 31, 2000, 1999 and 1998, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Superior TeleCom Inc. ("Superior" or the "Company") manufactures a portfolio
of wire and cable products grouped into the following primary industry segments:
(i) communications, (ii) original equipment manufacturer ("OEM") and
(iii) electrical. The Communications Group includes communications wire and
cable products sold to telephone companies, distributors and systems
integrators, principally in North America. In addition, included within the
Communications Group is the Company's 50.2% owned Israeli subsidiary, Superior
Cables Limited ("Superior Israel"), which manufactures a range of wire and cable
products in Israel, including communications cable, power cable and other
industrial and electronic wire and cable products. The OEM Group includes magnet
wire and accessory products for motors, transformers and electrical controls
sold primarily to OEMs. The Electrical Group includes building and industrial
wire for applications in commercial and residential construction and industrial
facilities.
Prior to the acquisitions of Essex and Superior Israel (see Note 5 to the
consolidated financial statements), the Company's operations consisted
principally of its North American communications wire and cable business. The
Essex acquisition, which occurred on November 27, 1998, resulted in the addition
of the OEM and Electrical Group product lines as well as incremental sales of
communications wire and cable. The May 1998 acquisition of 51% of Superior
Israel and Superior Israel's subsequent acquisition of two major Israeli
competitors resulted in the addition to the Company's operating results of its
Israeli operations. These acquisitions were accounted for under the purchase
method of accounting with the operating results from these acquired businesses
being included in the Company's consolidated statements of operations
prospectively, from the date of acquisition.
18
Industry segment financial data (including sales and operating income by
industry segment) for the twelve month periods ended December 31, 2000 and 1999,
the eight-month transition period ended December 31, 1998, and the twelve month
period ended April 30, 1998 is included in Note 20 to the accompanying
consolidated financial statements.
IMPACT OF COPPER PRICE FLUCTUATIONS ON OPERATING RESULTS
Copper is one of the principal raw materials used in the Company's wire and
cable product manufacturing. Fluctuations in the price of copper do affect per
unit product pricing and related revenues. However, the cost of copper has not
had a material impact on profitability as the Company, in most cases, has the
ability to adjust prices billed for its products to properly match the copper
cost component of its inventory shipped.
RESULTS OF OPERATIONS--TWELVE MONTHS ENDED DECEMBER 31, 2000 (2000)
COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 1999 (1999)
Net sales for 2000 were $2.05 billion as compared to sales of $2.04 billion
for 1999. Adjusted to a constant cost of copper, net sales in 2000 declined 4%
as compared to 1999. The reduction in copper-adjusted sales for 2000 was due to
lower sales in the Company's Electrical and OEM Groups partially offset by
comparative sales growth in the Company's Communications Group.
Communications Group sales for 2000 were $848.1 million, an increase of 8%
on a copper-adjusted basis over 1999. Sales growth in 2000 as compared to 1999
was due to a 69% increase in sales of broadband products (which include fiber
optic, copper premise and composite cables). Total broadband sales were
$141.0 million in 2000 and reached an annualized run rate of $163.0 million in
the fourth quarter of 2000. Sales growth in this product line was the result of
strong industry demand trends as well as market share gains attributable to
recent capacity additions, new product introductions and broadened marketing and
sales activities. 2000 sales of copper outside plant (OSP) products, which are
used principally by telephone companies in the local loop segment of the
telephony network, decreased 1% as compared to copper-adjusted sales for the
prior year primarily due to the loss of business under a major customer contract
impacting the second half of 2000. This volume decline was offset partially by
overall industry demand growth and increased sales in the distributor and
international market.
OEM Group sales were $613.4 million for 2000, reflecting a copper-adjusted
decline of 1% as compared to 1999. The comparative sales decline reflected
softening demand for magnet wire from the Company's major OEM customers due
principally to an industry-wide economic slowdown in the second half of 2000,
particularly impacting the construction, refrigeration, consumer durables and
automotive sectors. The Company believes that the impact of end market demand
slowdown was exacerbated by inventory reductions at several major customers.
Electrical Group sales were $587.6 million for 2000, representing a decline
of 21% on a copper-adjusted basis as compared to 1999. Sales volume in the
Electrical Group was impacted by lower available productive capacity during 2000
as the Company was in the process of relocating and consolidating manufacturing
equipment and balancing capacity in its building wire operations. Additionally,
softening industry demand also impacted sales volume in the fourth quarter of
2000. The Company, having substantially completed its equipment relocation and
capacity consolidation program, achieved a modest increase in production
capacity and, subject to strengthening end market demand, has the capability for
improving sales volume levels.
Gross profit in 2000 was $340.1 million, a decline of $43.8 million as
compared to gross profit of $383.9 million in 1999. The gross profit percentage
in 2000 was 16.6%, a decline on a copper-adjusted basis of 130 basis points as
compared to the prior year. The decline in gross profit and gross profit
percentage was principally attributable to the Electrical Group, where
comparative pricing pressures,
19
lower sales and higher per unit production costs negatively impacted the gross
profit and margin. Also impacting gross profit in all business segments during
2000 were increased raw material, freight and fuel costs, most of which were not
recoverable through price adjustments due to competitive market factors.
Selling, general and administrative expenses ("SG&A expenses") in 2000 were
$156.4 million, an increase of 4% as compared to SG&A expenses of
$150.8 million in 1999. The 2000 increase in SG&A expenses included higher
Communications Group selling and marketing expenses to support broadband sales
growth and incremental Superior Israel SG&A expenses related to entities
acquired in late 1999, partially offset by the benefit of corporate
restructuring actions initiated in the second quarter of 1999.
Goodwill amortization increased from $19.6 million in 1999 to $21.0 million
in 2000 principally as a result of incremental goodwill charges incurred after
the acquisition of the minority interest component (19%) of Essex in
March 1999.
The Company incurred infrequent and unusual charges of $15.0 million during
2000 and $8.4 million during 1999. The infrequent and unusual charges in 2000
include $12.4 million related to the restructuring and consolidation program in
the building wire (Electrical Group) operations and in the Company's Superior
Israel operations and $2.6 million of start-up costs for the Company's Mexican
magnet wire facility. The charges incurred during 1999 included $4.4 million
associated with the evaluation and termination of a management information
system project at Essex, $2.2 million related to manufacturing rationalization
activities at Essex, $1.3 million related to manufacturing and corporate
restructuring activities of Superior Israel and $0.5 million of start-up costs
for the Company's Mexican magnet wire facility.
Operating income before infrequent and unusual charges was $162.7 million, a
decline of $50.7 million as compared to 1999. The comparative decline in
operating income for the current year was principally attributable to lower
sales and margins in the Electrical Group and the impact of increased raw
material and other costs impacting all of the Company's business segments.
Interest expense for 2000 was $129.9 million representing an increase of
$9.8 million over the prior year. The increase in interest expense was the
result of higher short-term (LIBOR) interest rates in 2000 and, to a lesser
degree, higher interest costs at Superior Israel associated with acquisition
related debt.
Other income, net amounted to $1.0 million for 2000 and $2.5 million for
1999, with such income due primarily to currency translation gains at Superior
Israel on certain debt linked to non-functional currencies (principally
Euro-linked), as well as gains on the sale of certain fixed assets and
investments.
For 2000, the Company recorded income of $5.1 million related to the common
equity minority interest component (49.8%) of losses incurred by Superior
Israel. For 1999, the Company recorded a minority interest charge of
$0.6 million reflecting the common equity minority interest component (19%) of
Essex net income for the March 31, 1999 quarter, reduced by the minority
interest component of Superior Israel's net loss for 1999.
The Company recorded an after tax extraordinary charge of $1.6 million, or
$0.08 per diluted share, in 1999. This charge represented previously capitalized
deferred financing fees written off in connection with the refinancing of the
Company's $200.0 million senior subordinated notes.
Income before infrequent and unusual charges and goodwill amortization for
2000 was $27.5 million, or $1.37 per diluted share, as compared to income before
infrequent, unusual and extraordinary charges and goodwill amortization of
$62.9 million, or $3.01 per diluted share, for 1999, with the reduction in
income in the current year being due to lower operating income combined with the
impact of rising interest rates and higher interest expense. After infrequent,
unusual and goodwill
20
amortization charges, the Company incurred a net loss of $2.1 million, or $0.11
per diluted share, for 2000 as compared to net income of $37.2 million, or $1.78
per diluted share, for 1999.
RESULTS OF OPERATIONS--TWELVE MONTHS ENDED DECEMBER 31, 1999
COMPARED TO THE EIGHT MONTHS ENDED DECEMBER 31, 1998
Net sales were $2.037 billion for the twelve months ended December 31, 1999
as compared to net sales of $488.3 million during the eight months ended
December 31, 1998. The comparative increase in net sales was due to the longer
1999 period used for comparison (twelve months versus eight months) and the
inclusion of net sales from the acquired operations of Essex for twelve months
versus only one month during the eight months ended December 31, 1998.
The Communications Group net sales were $755.2 million for the twelve months
ended December 31, 1999 compared to $386.2 million for the eight months ended
December 31, 1998. The comparison is impacted by the longer 1999 period, the
inclusion of net sales from the acquired operations of Essex for a full year in
1999, and growth in net sales of broadband products in 1999, partially offset by
a reduction in sales of OSP cable products to major telephone exchange carriers
during the second half of 1999.
The OEM Group net sales were $594.7 million for the twelve months ended
December 31, 1999 as compared to $43.9 million for the 1998 eight month period,
with the 1998 period reflecting only one month's activity following the Essex
acquisition.
Net sales for the Electrical Group were $686.8 million for the twelve months
ended December 31, 1999 as compared to $58.2 million for the 1998 eight month
period, which 1998 period also reflects only one month's activity following the
Essex acquisition.
Gross profit for the twelve months ended December 31, 1999 was
$383.9 million as compared to $103.0 million for the eight months ended
December 31, 1998. The increase in gross profit resulted from the longer 1999
period (twelve months versus eight months) and the inclusion of gross profit
contributed by the acquired operations of Essex for a full twelve month period.
The gross margin percentage was 18.9% for the twelve months ended December 31,
1999 and 21.1% for the eight months ended December 31, 1998. The reduction in
gross margin percentage was primarily attributable to the significant change in
product mix resulting from the product lines acquired in the acquisition of
Essex.
SG&A expenses increased from $32.3 million for the eight months ended
December 31, 1998 to $150.8 million for the twelve months ended December 31,
1999. The increase resulted from the longer comparison period (twelve month
versus eight months) and the incremental expenses associated with the acquired
operations of Essex, offset to some degree by corporate cost reductions
instituted during 1999.
Goodwill amortization increased from $2.4 million for the eight months ended
December 31, 1998 to $19.6 million for the twelve months ended December 31, 1999
with such increase due to incremental goodwill associated with the acquisition
of Essex.
Operating income (excluding infrequent and unusual charges) was
$213.4 million for the twelve months ended December 31, 1999 as compared to
$68.2 for the eight months ended December 31, 1998. The increase reflects the
longer comparison period and the operating income contribution from the acquired
operations of Essex.
The Company incurred infrequent and unusual charges of $8.4 million during
the twelve months ended December 31, 1999 as previously discussed and
$13.5 million during the eight months ended December 31, 1998. The infrequent
and unusual charges in 1998 consisted of a $10.0 million investment advisory fee
for services provided by Alpine related to the acquisition of Essex, a
$2.9 million restructuring charge at Superior Israel related to plant
consolidations and corporate
21
rationalization activities and $0.6 million associated with the evaluation of
management information systems at Essex.
Interest expense was $120.1 million for the twelve months ended
December 31, 1998, as compared to $16.7 million for the eight months ended
December 31, 1998. The increase in interest expense in 1999 was attributable to
the longer comparison period and to the debt incurred in connection with the
Essex acquisition.
Other income of $2.5 million for the twelve months ended December 31, 1999
related principally to foreign currency conversion associated with certain debt
of Superior Israel which is linked to nonfunctional (principally euro-based)
currency.
The Company recorded after tax extraordinary charges of $1.6 million, or
$0.08 per diluted share, and $1.2 million, or $0.06 per diluted share, during
the twelve months ended December 31, 1999 and eight months ended December 31,
1998, respectively. These charges represented the write-off of capitalized
deferred financing fees associated with debt that was refinanced during these
periods.
Income before infrequent, unusual and extraordinary charges and goodwill
amortization for the twelve month period ended December 31, 1999 was
$62.9 million, or $3.01 per diluted share, as compared to income before
infrequent, unusual and extraordinary charges and goodwill amortization of
$31.9 million, or $1.49 per diluted share, for the eight months ended
December 31, 1998. After infrequent, unusual and extraordinary charges and
goodwill amortization, net income for the twelve months ended December 1999 was
$37.2 million, or $1.78 per diluted share, as compared to $21.0 million, or
$0.98 per diluted share, for the eight months ended December 31, 1998.
RESULTS OF OPERATIONS--EIGHT MONTHS ENDED DECEMBER 31, 1998
COMPARED TO THE YEAR ENDED APRIL 30, 1998
Net sales were $488.3 million for the eight months ended December 31, 1998,
representing a decrease of $30.2 million, as compared to net sales of
$518.5 million for the fiscal year ended April 30, 1998. The comparative
decrease in net sales for the eight month period ended December 31, 1998 was due
to the shorter period comparison (eight months versus twelve months) and the
impact of lower copper prices in the December 31, 1998 eight month period,
partially offset by the inclusion in the 1998 eight month period of
$114.2 million and $43.5 million in net sales contributed by the acquired
operations of Essex and Superior Israel, respectively.
Gross profit increased to $103.0 million during the eight month period ended
December 31, 1998, as compared to gross profit of $99.2 million for the fiscal
year ended April 30, 1998. The comparative increase in gross profit for the
eight month period ended December 31, 1998 included the gross profit
contribution from the Essex and Superior Israel acquisitions of $20.1 million
and $7.1 million, respectively, and a comparative increase in gross margin
percentage in the operations of the Communications Group, offset by the impact
of the shorter period comparison.
SG&A expenses increased to $32.3 million during the eight month period ended
December 31, 1998, as compared to $22.2 million for the fiscal year ended
April 30, 1998. The increase in SG&A expenses of $10.1 million during the eight
month period ended December 31, 1998 was due to $11.7 million and $4.1 million
in incremental SG&A expenses associated with the acquired operations of Essex
and Superior Israel, respectively, partially offset by the shorter period
comparisons.
As previously discussed, during the eight month period ended December 31,
1998, the Company incurred infrequent and unusual charges of $13.5 million.
Operating income was $54.7 million for the eight month period ended
December 31, 1998, representing a decrease of $20.6 million, as compared to
operating income of $75.3 million for the fiscal year ended April 30, 1998. The
comparative decrease in operating income for the eight months ended
December 31, 1998 reflects the shorter period comparison and the impact of the
aforementioned
22
infrequent charges, offset by the operating income contribution of the acquired
operations of Essex and Superior Israel.
Interest expense was $16.7 million for the eight month period ended
December 31, 1998, representing an increase of $8.6 million, as compared to
interest expense of $8.1 million during the fiscal year ended April 30, 1998.
The increase in interest expense reflects the increase in debt associated with
the Essex and Superior Israel acquisitions offset by the shorter period
comparison.
Income before infrequent, unusual and extraordinary charges and goodwill
amortization during the eight month period ended December 31, 1998 was
$31.9 million, or $1.49 per diluted share, as compared to $42.4 million, or
$1.99 per diluted share, for the fiscal year ended April 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2000, the Company generated $105.9 million
in cash flows from operating activities consisting of $68.3 million in cash
flows generated from operations (net income plus non-cash charges) plus
$37.6 million in cash flows provided from reductions in net working capital.
Included in cash flows generated from operating activities was a use of cash
flow from operating activities of $5.1 million in the Company's 50.2% owned,
separately financed Israeli subsidiary, Superior Israel. The remainder of the
Company's wholly-owned operations generated $111.0 million in cash flow from
operating activities, including $32.6 million in cash flow generated primarily
from net working capital reductions, principally from inventory reduction. Cash
used for investing activities amounted to $90.7 million and consisted
principally of capital expenditures and pre-arranged long-term loans ("Israel
Customer Loans") made to one of Superior Israel's principal customers. Cash used
for financing activities amounted to $16.5 million. The major components were a
net increase in borrowings of Superior Israel of $32.9 million (including
$24.0 million related to Superior Israel Customer Loans) and other debt
reductions (net) of $45.2 million.
The Company finances its operating activities (exclusive of operating
activities of Superior Israel which are financed under separate, non recourse,
financing arrangements) and other capital requirements from operating cash flow
and funding availability under its $1.15 billion amended and restated credit
agreement (the "Credit Agreement") and a $200 million senior subordinated credit
agreement (the "Sub Notes"). Obligations under the Credit Agreement are secured
by substantially all of the assets of the Company and its domestic subsidiaries,
and by the common stock of the Company's domestic subsidiaries and 65% of the
common stock of its principal foreign subsidiaries. At December 31, 2000, the
Company had $149.7 million in unused and excess borrowing availability under the
Credit Agreement. The Credit Agreement contains certain performance and
financial covenants that are measured on a quarterly basis. As of December 31,
2000, the Company was in compliance with all performance and financial
covenants. The Company believes it can maintain compliance with such financial
covenants through 2001 or obtain waivers from, or modifications to such
covenants. In 2002, these financial covenants do require a significant
improvement in financial performance from current operating levels to maintain
compliance with such covenants.
In addition to financing provided by the Credit Agreement and Sub Notes, the
Company has financing availability under a receivable securitization program
providing for up to $160.0 million in short term financing through the issuance
of secured commercial paper. The receivable securitization program expires on
November 30, 2001, although it may be extended for successive one-year periods,
subject to agreement. The Company intends to seek an extension of this agreement
prior to its expiration. At December 31, 2000, $160.0 million was outstanding
under this program bearing an interest rate of 7.23%.
The Company's principal debt service commitments for the next 12 months
(excluding Superior Israel) amount to $80.4 million. Capital expenditures
(excluding Superior Israel) for the next twelve months which are substantially
discretionary are expected to approximate $30-$35 million. Management
23
anticipates that the Company will continue to generate positive cash flows from
its operating activities over the next twelve months subject to fluctuations
resulting from operating performance and working capital changes. The Company
believes that operating cash flows plus excess funds available under the
Company's Credit Agreement will be sufficient to fund the aforementioned debt
service obligations and estimated capital expenditure levels over the next
twelve month period.
Superior Israel's operations are funded and financed separately, on a non
recourse basis to the Company, and include a $93.0 million credit facility
consisting of a $63.0 million term loan and a $30.0 million revolving credit
facility. Obligations under this credit facility are secured by all of the
assets of Superior Israel. The credit facility contains customary performance
and financial covenants. At December 31, 2000 Superior Israel had $7.7 million
in excess availability under its revolving credit facility.
DERIVATIVE FINANCIAL INSTRUMENTS
To a limited extent, the Company uses forward fixed price contracts and
derivative financial instruments to manage foreign currency exchange and
commodity price risks. To protect the Company's anticipated cash flows from the
risk of adverse foreign currency exchange fluctuations for firm sales and
purchase commitments, the Company enters into foreign currency forward exchange
contracts. Superior TeleCom's principal raw material, copper, experiences marked
fluctuations in market prices, thereby subjecting the Company to copper price
risk with respect to copper repurchases on fixed customer sales contracts.
Forward fixed price contracts and derivative financial instruments in the form
of copper futures contracts are utilized by the Company to reduce those risks.
The Company does not hold or issue financial instruments for financial or
trading purposes. The Company is exposed to credit risk in the event of
nonperformance by counterparties for foreign exchange forward contracts, metal
forward price contracts and metals futures contracts; however, the Company does
not anticipate nonperformance by any of these counterparties. The amount of such
exposure is generally the unrealized gains with respect to the underlying
contracts.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities--Deferral of Effective Date of FASB Statement
No. 133--an amendment of FASB Statement No. 133" which delayed SFAS No. 133's
effective date for one year. In June 2000, the FASB issued SFAS No. 138
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities--an amendment of FASB Statement No. 133" which amends certain
paragraphs of SFAS No. 133. SFAS No. 133 as amended, which is effective for the
Company beginning January 1, 2001, establishes accounting and reporting
standards for derivative instruments and requires recognition of all derivatives
as either assets or liabilities in the statements of financial position and
measurement of those instruments at fair value. The cumulative effect of the
change in accounting for derivative instruments recorded on January 1, 2001 was
not material.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk primarily relates to interest rates on
long-term debt. The Company enters into interest rate swap and cap agreements to
manage its exposure to interest rates changes. At December 31, 2000, the Company
has an interest rate cap on $400 million principal amount with a 90-day LIBOR
rate cap at 7.0% expiring December 20, 2001. A one percent increase in interest
rates affecting the Company's $1.15 billion credit agreement and its
$200 million senior subordinated notes would increase annual interest expense by
approximately 8% or $10.5 million.
24
EXCEPT FOR THE HISTORICAL INFORMATION HEREIN, THE MATTERS DISCUSSED IN THIS
ANNUAL REPORT ON FORM 10-K INCLUDE FORWARD-LOOKING STATEMENTS THAT MAY INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY SIGNIFICANTLY BASED
ON A NUMBER OF FACTORS, INCLUDING, BUT NOT LIMITED TO, RISKS IN PRODUCT AND
TECHNOLOGY DEVELOPMENT, MARKET ACCEPTANCE OF NEW PRODUCTS AND CONTINUING PRODUCT
DEMAND, PREDICTION AND TIMING OF CUSTOMER ORDERS, THE IMPACT OF COMPETITIVE
PRODUCTS AND PRICING, CHANGING ECONOMIC CONDITIONS, INCLUDING CHANGES IN SHORT
TERM INTEREST RATES AND FOREIGN EXCHANGE RATES, AND OTHER RISK FACTORS DETAILED
IN THE COMPANY'S MOST RECENT FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements as of December 31, 2000 and
1999 and for the years ended December 31, 2000 and 1999, the eight months ended
December 31, 1998 and the year ended April 30, 1998 and the report of the
independent public accountants thereon and financial statement schedules
required under Regulation S-X are submitted herein as a separate section
following Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this Item is incorporated herein by reference to
the Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the end of
the fiscal year covered by this report (the "Company's Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to
the Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to
the Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to
the Company's Proxy Statement.
25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1), (a)(2) See the separate section of this report following Item 14 for
a list of financial statements and schedules filed herewith.
(a)(3) Exhibits as required by Item 601 of Regulation S-K are listed in Item
14(c) below.
(b) None.
ITEM 14(C) EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------------------------------------------------------
2(a) Stock Purchase Agreement, dated February 14, 1992, by and
between Alpine and Dataproducts Corporation, relating to the
purchase of shares of capital stock of DNE Systems, Inc.
(incorporated herein by reference to Exhibit 1 to the
Current Report on Form 8-K of Alpine dated March 2, 1992).
2(b) Agreement and Plan of Merger, dated as of June 17, 1993 and
amended on September 24, 1993, by and between Alpine and
Superior TeleTec Inc. (incorporated herein by reference to
Exhibit 2 to the Registration Statement on Form S-4
(Registration No. 33-9978) of Alpine, as filed with the
Securities and Exchange Commission (the "Commission") on
October 5, 1993).
2(c) Asset Purchase Agreement, dated as of March 17, 1995, by and
among Alcatel NA Cable Systems, Inc., Alcatel Canada
Wire, Inc., Superior Cable Corporation and Superior
TeleTec Inc. (the "Alcatel Acquisition Agreement")
(incorporated herein by reference to Exhibit 1 to the
Current Report on Form 8-K of Alpine dated May 24, 1995).
2(d) Amendment dated May 11, 1995 to Asset Purchase Agreement by
and among Alcatel NA Cable Systems, Inc., Alcatel Canada
Wire, Inc., Superior Cable Corporation and Superior
TeleTec Inc. (incorporated herein by reference to Exhibit 2
to the Current Report on Form 8-K of Alpine dated May 24,
1995).
2(e) Agreement Regarding Certain Employee Benefit Plans, amending
the Alcatel Acquisition Agreement, dated June 10, 1996
(incorporated herein by reference to Exhibit 2(b) to the
Annual Report on Form 10-K of Alpine for the year ended
April 30, 1996).
2(f) Share Purchase Agreement, dated as of May 5, 1998, among
CLAL Industries and Investments Ltd., ISAL Holland B.V. and
Halachoh Hane'eman Hashivim Veshmona Ltd. (incorporated
herein by reference to Exhibit 1 to the Current Report on
Form 8-K of the Company dated May 5, 1998).
2(g) Agreement and Plan of Merger, dated as of October 21, 1998,
by and among the Company, SUT Acquisition Corp. and Essex
International Inc. (incorporated herein by reference to
Appendix A-1 to the Joint Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4
(Registration No. 333-68889) of the Company and Superior
Trust I, as filed with the Commission on December 14, 1998,
as amended (the "S-4"))
2(h) Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 24, 1999, by and among the Company, SUT Acquisition
Corp. and Essex International Inc. (incorporated herein by
reference to Appendix A-2 to the Joint Proxy Statement/
Prospectus filed as part of the S-4).
2(i) Asset Purchase Agreement, dated October 2, 1998, among
Cables of Zion United Works Ltd., Cvalim--The Electric Wire
and Cable Company of Israel Ltd. and Dash Cable Industries
(Israel) Ltd. (incorporated herein by reference to
Exhibit 1 to the Current Report on Form 8-K of the Company
dated December 31, 1998 (the "Cvalim 8-K")).
26
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------------------------------------------------------
2(j) Amendment No. 1 to Asset Purchase Agreement, dated
December 31, 1998, among Cables of Zion United Works Ltd.,
Cvalim--The Electric Wire and Cable Company of Israel Ltd.
and Dash Cable Industries (Israel) Ltd. (incorporated herein
by reference to Exhibit 2 to the Cvalim 8-K).
3(a) Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 (Registration No. 333-09933) of the
Company, as filed with the Commission on August 9, 1996, as
amended (the "S-1")).
3(b) Certificate of Amendment, dated July 12, 1996, to the
Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.2 to the S-1).
3(c) Certificate of Amendment, dated August 6, 1996, to the
Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.3 to S-1).
3(d) Certificate of Amendment, dated March 31, 1999, to the
Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 4.4 to the Registration
Statement on Form S-3 (Registration No. 333-68889) of the
Company, as filed with the Commission on August 17, 1999
(the "S-3")).
3(e) By-laws of the Company (incorporated herein by reference to
Exhibit 3.4 to the S-1).
3(f)* Amendment to the By-Laws of the Company.
4(a) Amended and Restated Declaration of Trust of Superior Trust
I, dated as of March 31, 1999, among the Company, American
Stock Transfer & Trust Company, as Property Trustee,
Wilmington Trust Company, as Delaware Trustee, and the
Administrative Trustees named therein (incorporated herein
by reference to Exhibit 4.6 to the S-3).
4(b) Indenture for the 8 1/2% Convertible Subordinated Debentures
of the Company Due 2014, dated as of March 31, 1999, between
the Company and American Stock Transfer & Trust Company, as
Indenture Trustee (incorporated herein by reference to
Exhibit 4.7 to the S-3).
4(c) Guarantee Agreement for the 8 1/2% Trust Convertible
Preferred Securities of Superior Trust I, dated as of
March 31, 1999, between the Company and American Stock
Transfer & Trust Company, as Guarantee Trustee (incorporated
herein by reference to Exhibit 4.8 to the S-e).
4(d) Rights Agreement, dated as of December 28, 2000, between the
Company and American Stock Transfer & Trust Company, as
Rights Agent (incorporated herein by reference to
Exhibit 4.1 to the Form 8-A of the Company, as filed with
the Commission on January 9, 2001).
10(a) Amended and Restated Superior TeleCom Inc. 1996 Stock Option
Plan (incorporated herein by reference to Appendix D to the
Joint Proxy Statement/Prospectus filed as part of the S-4).
10(b) Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit 10.1 to the S-1).
10(c) Lease Agreement, dated as of December 16, 1993, by and
between ALP(TX) QRS 11-28, Inc. and Superior TeleTec
Transmission Products, Inc. (incorporated herein by
reference to Exhibit (i) to the Quarterly Report on
Form 10-Q of Alpine for the quarter ended January 31, 1994).
10(d) First Amendment to Lease Agreement, dated as of May 10,
1995, by and between ALP (TX) QRS 11-28, Inc. and Superior
TeleTec Inc. (incorporated herein by reference to
Exhibit 10(o) to the Annual Report on Form 10-K of the
Alpine for the year ended April 30, 1995 (the "1995 Alpine
10-K")).
10(e) Second Amendment to Lease Agreement, dated as of July 21,
1995, by and between ALP (TX) QRS 11-28, Inc. and Superior
Telecommunications Inc. (incorporated herein by reference to
Exhibit 10(x) to the 1995 Alpine 10-K).
10(f) Third Amendment to Lease Agreement, dated as of October 2,
1996, by and between ALP (TX) QRS 11-28, Inc. and Superior
Telecommunications Inc. (incorporated herein by reference to
Exhibit 10.8 to the S-1).
27
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------------------------------------------------------
10(g) First Amendment to Guaranty and Surety Agreement, dated as
of October 2, 1996, among the Company, Alpine and ALP (TX)
QRS 11-28, Inc. (incorporated herein by reference to
Exhibit 10.12 to the S-1).
10(h) Employment Agreement, dated April 26, 1996, between Superior
Telecommunications Inc. and Justin F. Deedy, Jr.
(incorporated herein by reference to Exhibit 10.3 to the
S-1).
10(i) Employment Agreement, dated as of October 17, 1996, between
the Company and Steven S. Elbaum (incorporated herein by
reference to Exhibit 10(14) to the Quarterly Report on
Form 10-Q of the Company for the quarter ended January 31,
1997).
10(j) Letter Agreement, dated October 8, 1996, between the Company
and Alpine relating to a capital contribution by Alpine to
the Company (incorporated herein by reference to
Exhibit 10.2 to the S-1).
10(k) Letter Agreement, dated October 2, 1996, between the Company
and Alpine relating to tax indemnification (incorporated
herein by reference to Exhibit 10.5 to the S-1).
10(l) Tax Allocation Agreement, dated as of October 2, 1996, among
Alpine, the Company and its subsidiaries (incorporated
herein by reference to Exhibit 10.9 to the S-1).
10(m) Exchange Agreement, dated October 2, 1996, between the
Company and Alpine (incorporated herein by reference to
Exhibit 10.10 to the S-1).
10(n) Registration Rights Agreement, dated October 2, 1996,
between the Company and Alpine (incorporated herein by
reference to Exhibit 10.11 to the S-1).
10(o) Services Agreement, dated October 2, 1996, between the
Company and Alpine (incorporated herein by reference to
Exhibit 10.4 to the S-1).
10(p) Amendment No. 1, dated as of May 1, 1997, to the Services
Agreement (incorporated herein by reference to
Exhibit 10(t) to the Annual Report on Form 10-K of the
Company for the year ended April 30, 1997).
10(q) Amendment No. 2, dated as of May 1, 1998, to the Services
Agreement (incorporated herein by reference to
Exhibit 10(w) to the Annual Report on Form 10-K of the
Company for the year ended April 30, 1998).
10(r) Amended and Restated Credit Agreement, dated as of
November 27, 1998 (the "Credit Agreement"), among
Superior/Essex Corp., Essex Group, Inc., the guarantors
named therein, various lenders, Merrill Lynch & Co., as
documentation agent, Fleet National Bank, as syndication
agent, and Bankers Trust Company, as administrative agent
(incorporated herein by reference to Exhibit 99.7 to the
Schedule 13D/A of Alpine, the Company, Superior/Essex Corp.
and SUT Acquisition Corp., as filed with the Commission on
December 7, 1998).
10(s) Senior Subordinated Credit Agreement, dated as of May 26,
1999 (the "Senior Subordinated Credit Agreement"), among
Superior/Essex Corp., as borrower, the Company, as parent,
the subsidiary guarantors named therein, various lenders,
Fleet Corporate Finance, Inc., as syndication agent, and
Bankers Trust Company, as administrative agent (incorporated
herein by reference to Exhibit 10(s) to the Annual Report on
Form 10-K of the Company for the year ended December 31,
1999 (the "1999 10-K").
10(t) Addendum No. 1 to the Application to Open an Account, dated
December 29, 1998, between Cables of Zion United Works Ltd.
and Bank Hapoalim B.M. (incorporated herein by reference to
Exhibit 3 to the Cvalim 8-K).
10(u) Superior TeleCom Inc. Stock Compensation Plan for
Non-Employee Directors (Amended and Restated effective as of
May 1, 2000) (incorporated herein by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30, 2000).
10(v) Amendment No. 1, dated as of December 10, 1999, to the
Senior Subordinated Credit Agreement (incorporated herein by
reference to Exhibit 10(v) to the 1999 10-K).
10(w) Amendment No. 2, dated as of February 18, 2000, to the
Senior Subordinated Credit Agreement (incorporated herein by
reference to Exhibit 10(w) to the 1999 10-K).
28
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------------------------------------------------------
10(x) Fourth Amendment to Lease Agreement, dated as of
November 27, 1998, between ALP (TX) QRS 11-28, Inc. and
Superior Telecommunications Inc. (incorporated herein by
reference to Exhibit 10(x) to the 1999 10-K).
10(y) Second Amendment to Guaranty and Suretyship Agreement, dated
as of November 27, 1998, among ALP (TX) QRS 11-28, Inc.,
the Company and Alpine (incorporated herein by reference to
Exhibit 10(y) to the 1999 10-K).
10(z) Amendment No. 3, dated as of May 1, 1999, to the Services
Agreement (incorporated herein by reference to Exhibit 10.3
to the Quarterly Report on Form 10-Q of the Company for the
quarter ended September 30, 2000 (the "September 2000
10-Q").
10(aa)* Amendment No. 1, dated as of December 31, 1998, to the
Credit Agreement.
10(bb)* Amendment No. 2 and Waiver, dated as of December 10, 1999,
to the Credit Agreement.
10(cc) Amendment No. 3 and Waiver, dated as of March 13, 2000, to
the Credit Agreement (incorporated herein by reference to
Exhibit 10.1 to the September 2000 10-Q).
10(dd) Amendment No. 4 and Waiver, dated as of September 30, 2000,
to the Credit Agreement (incorporated herein by reference to
Exhibit 10.2 to the September 2000 10-Q).
10(ee)* Amendment No. 3, dated as of March 30, 2000, to the Senior
Subordinated Credit Agreement.
10(ff)* Amendment No. 4, dated as of April 20, 2000, to the Senior
Subordinated Credit Agreement.
10(gg)* Amendment No. 5, dated as of June 5, 2000, to the Senior
Subordinated Credit Agreement.
10(hh)* Superior TeleCom Inc. Deferred Stock Account Plan.
10(ii)* Superior TeleCom Inc. Deferred Cash Account Plan.
10(jj)* Amendment No. 1 to the Superior TeleCom Inc. Stock
Compensation Plan for Non-Employee Directors.
18* Letter regarding change in accounting principles.
21 * List of Subsidiaries
23(a)* Consent of Arthur Andersen LLP
- ------------------------
* Filed herewith.
29
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.
Dated: April 2, 2001
SUPERIOR TELECOM INC.
By: /s/ STEVEN S. ELBAUM
-----------------------------------------
Steven S. Elbaum
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ STEVEN S. ELBAUM Chairman of the Board and Chief
------------------------------------------- Executive Officer (principal April 2, 2001
Steven S. Elbaum executive officer)
/s/ DAVID S. ALDRIDGE Chief Financial Officer and
------------------------------------------- Treasurer (principal financial April 2, 2001
David S. Aldridge and accounting officer)
/s/ EUGENE P. CONNELL
------------------------------------------- Director April 2, 2001
Eugene P. Connell
/s/ ROBERT J. LEVENSON
------------------------------------------- Director April 2, 2001
Robert J. Levenson
/s/ CHARLES Y.C. TSE
------------------------------------------- Director April 2, 2001
Charles Y.C. Tse
/s/ BRAGI F. SCHUT
------------------------------------------- Director April 2, 2001
Bragi F. Schut
30
INDEX TO FINANCIAL STATEMENTS
PAGE
--------
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Report of independent public accountants.................... F-2
Consolidated balance sheets as of December 31, 2000 and
1999...................................................... F-3
Consolidated statements of operations for the years ended
December 31, 2000 and 1999, the eight months ended
December 31, 1998, and the year ended April 30, 1998...... F-4
Consolidated statements of stockholders' equity for the
years ended December 31, 2000 and 1999, the eight months
ended December 31, 1998, and the year ended April 30,
1998...................................................... F-5
Consolidated statements of cash flows for the years ended
December 31, 2000 and 1999, the eight months ended
December 31, 1998, and the year ended April 30, 1998...... F-6
Notes to consolidated financial statements.................. F-8
SCHEDULE:
Report of independent public accountants.................... F-35
Schedule II-Valuation and qualifying accounts............... F-36
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Superior TeleCom Inc.:
We have audited the accompanying consolidated balance sheets of Superior
TeleCom Inc. (a Delaware corporation) and subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 2000 and 1999, the eight
months ended December 31, 1998, and the year ended April 30, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Superior TeleCom Inc. and
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for the years ended December 31, 2000 and 1999,
the eight months ended December 31, 1998, and the year ended April 30, 1998, in
conformity with accounting principles generally accepted in the United States.
Arthur Andersen LLP
Atlanta, Georgia
February 13, 2001
F-2
SUPERIOR TELECOM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 13,002 $ 14,305
Accounts receivable, net.................................. 280,411 261,263
Inventories............................................... 261,859 313,571
Other current assets...................................... 41,385 38,325
---------- ----------
Total current assets.................................... 596,657 627,464
Property, plant and equipment, net.......................... 539,065 513,914
Other assets................................................ 83,873 65,586
Goodwill, net............................................... 772,074 793,390
---------- ----------
Total assets............................................ $1,991,669 $2,000,354
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................................... $ 160,000 $ 140,369
Superior Israel revolving credit facility................. 25,406 --
Current portion of long-term debt......................... 91,401 85,831
Accounts payable.......................................... 143,927 147,290
Accrued expenses.......................................... 99,760 92,425
---------- ----------
Total current liabilities............................... 520,494 465,915
Long-term debt, less current portion........................ 1,107,557 1,170,143
Minority interest in subsidiaries........................... 8,429 13,205
Other long-term liabilities................................. 110,245 104,124
---------- ----------
Total liabilities....................................... 1,746,725 1,753,387
---------- ----------
Company-obligated Mandatorily Redeemable Trust Convertible
Preferred Securities of Superior Trust I holding solely
convertible debentures of the Company, net of discount.... 134,941 133,959
Commitments and contingencies
Stockholders' equity:
Common stock (21,133,361 and 20,980,101, shares issued at
December 31, 2000 and 1999, respectively)............... 211 210
Capital in excess of par value............................ 40,937 38,765
Accumulated other comprehensive deficit................... (8,485) (5,447)
Retained earnings......................................... 96,483 98,623
---------- ----------
129,146 132,151
Treasury stock, at cost (828,300 shares at December 31,
2000 and 1999).......................................... (19,143) (19,143)
---------- ----------
Total stockholders' equity.............................. 110,003 113,008
---------- ----------
Total liabilities and stockholders' equity............ $1,991,669 $2,000,354
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
SUPERIOR TELECOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(NOTE 1)
Net sales.................................... $2,049,048 $2,036,732 $488,279 $518,459
Cost of goods sold........................... 1,708,920 1,652,839 385,284 419,218
---------- ---------- -------- --------
Gross profit............................... 340,128 383,893 102,995 99,241
Selling, general and administrative
expenses................................... 156,437 150,833 32,333 22,181
Infrequent and unusual charges............... 14,961 8,431 13,511 --
Amortization of goodwill..................... 20,959 19,629 2,447 1,715
---------- ---------- -------- --------
Operating income........................... 147,771 205,000 54,704 75,345
Interest expense............................. (129,905) (120,100) (16,651) (8,090)
Other income (expense), net.................. 976 2,503 (346) 206
---------- ---------- -------- --------
Income before income taxes, distributions
on preferred securities of Superior Trust
I, minority interest and extraordinary
(loss)................................... 18,842 87,403 37,707 67,461
Provision for income taxes................... (10,925) (36,733) (15,544) (26,786)
---------- ---------- -------- --------
Income before distributions on preferred
securities of Superior Trust I, minority
interest and extraordinary (loss)........ 7,917 50,670 22,163 40,675
Distributions on preferred securities of
Superior Trust I........................... (15,145) (11,289) -- --
---------- ---------- -------- --------
Income (loss) before minority interest and
extraordinary (loss)..................... (7,228) 39,381 22,163 40,675
Minority interest in (earnings) losses of
subsidiaries............................... 5,088 (596) 93 --
---------- ---------- -------- --------
Income (loss) before extraordinary
(loss)................................... (2,140) 38,785 22,256 40,675
Extraordinary (loss) on early extinguishment
of debt, net............................... -- (1,617) (1,243) --
---------- ---------- -------- --------
Net income (loss).......................... $ (2,140) $ 37,168 $ 21,013 $ 40,675
========== ========== ======== ========
Net income per share of common stock:
Basic:
Income (loss) before extraordinary
(loss)................................. $ (0.11) $ 1.91 $ 1.07 $ 1.95
Extraordinary (loss) on early
extinguishment of debt................. -- (0.08) (0.06) --
---------- ---------- -------- --------
Net income (loss) per basic share of
common stock........................... $ (0.11) $ 1.83 $ 1.01 $ 1.95
========== ========== ======== ========
Diluted:
Income (loss) before extraordinary
(loss)................................. $ (0.11) $ 1.86 $ 1.04 $ 1.91
Extraordinary (loss) on early
extinguishment of debt................. -- (0.08) (0.06) --
---------- ---------- -------- --------
Net income (loss) per diluted share of
common stock........................... $ (0.11) $ 1.78 $ 0.98 $ 1.91
========== ========== ======== ========
Weighted average shares outstanding:
Basic.................................... 20,238 20,351 20,735 20,811
========== ========== ======== ========
Diluted.................................. 20,238 20,908 21,348 21,303
========== ========== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
SUPERIOR TELECOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
YEARS ENDED
--------------------------------------------- EIGHT MONTHS
DECEMBER 31, DECEMBER 31, ENDED YEAR ENDED
2000 1999 DECEMBER 31, 1998 APRIL 30, 1998
--------------------- --------------------- --------------------- ---------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
---------- -------- ---------- -------- ---------- -------- ---------- --------
Common stock:
Balance at beginning of
period........................ 20,980,101 $ 210 20,287,274 $ 203 16,170,666 $ 162 12,926,536 $ 129
Exercise of stock options....... -- -- 18,101 -- 52,163 -- 3,162 --
Employee stock purchase plan.... 153,260 1 63,655 1 4,745 -- 7,333 1
Partial stock split............. -- -- -- -- 4,059,700 41 3,233,635 32
Stock dividend.................. -- -- 611,071 6 -- -- -- --
---------- -------- ---------- -------- ---------- ------- ---------- -------
Balance at end of period...... 21,133,361 211 20,980,101 210 20,287,274 203 16,170,666 162
Capital in excess of par value:
Balance at beginning of
period........................ 38,765 28,332 27,528 27,340
Exercise of stock options....... 270 905 680 46
Employee stock purchase plan.... 1,304 889 165 174
Compensation expense related to
stock grants.................. 598 -- -- --
Partial stock split............. -- -- (41) (32)
Stock dividend.................. -- 8,639 -- --
-------- -------- ------- -------
Balance at end of period...... 40,937 38,765 28,332 27,528
Accumulated other comprehensive
deficit:
Balance at beginning of
period........................ (5,447) (6,081) (1,528) (831)
Foreign currency translation
adjustment.................... (3,093) 1,500 (4,553) (697)
Additional minimum pension
liability..................... 55 (866) -- --
-------- -------- ------- -------
Balance at end of period...... (8,485) (5,447) (6,081) (1,528)
Retained earnings:
Balance at beginning of
period........................ 98,623 75,043 56,044 17,390
Net income (loss)............... (2,140) 37,168 21,013 40,675
Cash dividends declared......... -- (4,943) (2,014) (2,021)
Stock dividend.................. -- (8,645) -- --
-------- -------- ------- -------
Balance at end of period...... 96,483 98,623 75,043 56,044
Treasury stock:
Balance at beginning of
period........................ (828,300) (19,143) (210,875) (6,117) -- -- -- --
Purchase of treasury stock...... -- -- (593,300) (13,026) (168,700) (6,117) -- --
Partial stock split............. -- -- -- -- (42,175) -- -- --
Stock dividend.................. -- -- (24,125) -- -- -- -- --
---------- -------- ---------- -------- ---------- ------- ---------- -------
Balance at end of period...... (828,300) (19,143) (828,300) (19,143) (210,875) (6,117) -- --
Total stockholders' equity........ 20,305,061 $110,003 20,151,801 $113,008 20,076,399 $91,380 16,170,666 $82,206
========== ======== ========== ======== ========== ======= ========== =======
Comprehensive income (loss)....... $ (5,178) $ 37,802 $16,460 $39,978
======== ======== ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
SUPERIOR TELECOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(NOTE 1)
Cash flows from operating activities:
Income (loss) before extraordinary
(loss)................................... $ (2,140) $ 38,785 $ 22,256 $40,675
Adjustments to reconcile income (loss)
before extraordinary (loss) to cash
provided by operating activities:
Depreciation and amortization.............. 62,931 58,813 11,926 10,045
Amortization of deferred financing costs... 5,621 4,805 1,046 1,059
Provision (benefit) for deferred taxes..... 7,022 12,536 174 (545)
Minority interest in earnings (losses) of
subsidiary............................... (5,088) 596 (93) --
Change in assets and liabilities, net of
effects from companies acquired:
Accounts receivable...................... (18,575) (37,505) 18,655 1,971
Inventories.............................. 52,097 26,751 (19,615) 12,998
Other current and noncurrent assets...... 1,544 14,834 638 (213)
Accounts payable and accrued expenses.... 6,400 (3,153) (20,538) 4,756
Other, net............................... (3,938) (178) 698 (1,158)
-------- -------- ---------- -------
Cash flows provided by operating
activities................................... 105,874 116,284 15,147 69,588
-------- -------- ---------- -------
Cash flows from investing activities:
Acquisitions, net of cash acquired......... -- (10,842) (1,104,679) --
Capital expenditures....................... (78,339) (72,237) (28,014) (18,488)
Net proceeds from sale of assets........... 10,195 14,197 1,751 5,113
Superior Israel customer loans............. (23,989) (28,708) (4,953) --
Other...................................... 1,450 (53) -- --
-------- -------- ---------- -------
Cash flows used for investing activities..... (90,683) (97,643) (1,135,895) (13,375)
-------- -------- ---------- -------
Cash flows from financing activities:
Short-term borrowings (repayments), net.... 19,631 20,260 (12,895) --
Borrowings (repayments) under revolving
credit facilities, net................... 13,912 12,596 8,899 (42,307)
Debt issuance costs........................ (4,597) (6,294) (31,026) --
Long-term borrowings....................... 61,232 279,348 1,171,153 --
Repayments of long-term borrowings......... (107,059) (310,342) (1,044) (3,963)
Dividends paid on common stock............. -- (4,943) (2,014) (1,011)
Purchase of treasury stock................. -- (13,026) (6,117) --
Other...................................... 387 1,955 36 (118)
-------- -------- ---------- -------
Cash flows provided by (used for) financing
activities................................... (16,494) (20,446) 1,126,992 (47,399)
-------- -------- ---------- -------
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
SUPERIOR TELECOM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
YEARS ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(NOTE 1)
Net increase (decrease) in cash and cash
equivalents................................ $ (1,303) $ (1,805) $ 6,244 $ 8,814
Cash and cash equivalents at beginning of
period..................................... 14,305 16,110 9,866 1,052
-------- -------- ---------- -------
Cash and cash equivalents at end of period... $ 13,002 $ 14,305 $ 16,110 $ 9,866
======== ======== ========== =======
Supplemental disclosures:
Cash paid for interest, net of amount
capitalized.............................. $117,141 $109,963 $ 11,702 $ 7,402
======== ======== ========== =======
Cash paid for income taxes, net of
refunds.................................. $ 7,371 $ 3,818 $ 27,396 $29,440
======== ======== ========== =======
Acquisition of businesses:
Assets, net of cash acquired............. $1,599,305
Liabilities assumed...................... (428,097)
Minority interest in subsidiaries........ (66,529)
----------
Net cash paid............................ $1,104,679
==========
Acquisition of Essex minority interest:
Net assets acquired including goodwill... $ 83,044
Minority interest in subsidiary.......... 50,246
--------
Issuance of Company-obligated Mandatorily
Redeemable Trust Convertible Preferred
Securities of Superior Trust I holding
solely convertible debentures (net of
discount of $33.3 million)............. $133,290
========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
DESCRIPTION OF BUSINESS
Superior TeleCom Inc. (together with its subsidiaries, unless the context
otherwise requires, the "Company" or "Superior") manufactures wire and cable
products for the communications, original equipment manufacturer ("OEM"), and
electrical markets. The Company is a manufacturer and supplier of communications
wire and cable products; magnet wire and insulation materials for motors,
transformers and electrical controls, and building and industrial wire for
applications in commercial and residential construction and industrial
facilities. The Company operates manufacturing and distribution facilities in
the United States, Canada, the United Kingdom, Israel and Mexico.
ORGANIZATIONAL HISTORY
Superior was incorporated in July 1996 as a wholly owned subsidiary of The
Alpine Group, Inc. ("Alpine"). On October 2, 1996, Alpine completed a
reorganization (the "Reorganization") whereby 100% of the common stock of two of
Alpine's subsidiaries, Superior Telecommunications Inc. ("STI") and DNE
Systems, Inc., were contributed to the Company in exchange for 100% of the
shares of the Company's then outstanding common stock. In October 1996, the
Company sold 9.4 million shares of its common stock through an initial public
offering (the "Offering"). As a result of the Offering, Alpine's ownership
interest was reduced to 50.1%. As a result of treasury stock purchases and other
transactions following the Offering, Alpine's ownership interest was
approximately 51.5% at December 31, 2000.
On November 27, 1998, the Company completed a cash tender offer for 81% of
the outstanding common shares of Essex International Inc. ("Essex"). On
March 31, 1999, the Company acquired the remaining 19% of the Essex common stock
through the issuance of 8 1/2% trust convertible preferred securities of
Superior Trust I, a Delaware trust in which Superior owns all the common equity
interests (see Note 5).
CHANGE IN YEAR END
On December 15, 1998, the Company elected to change its year end to
December 31 from April 30. This change was made effective December 31, 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements present the consolidated balance sheets of the
Company at December 31, 2000 and 1999, and the related consolidated statements
of operations, stockholders' equity and cash flows for the years ended
December 31, 2000 and 1999, for the eight months ended December 31, 1998, and
for the year ended April 30, 1998 ("fiscal 1998"). All significant intercompany
accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS
All highly liquid investments purchased with a maturity at acquisition of
90 days or less are considered to be cash equivalents.
F-8
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
Inventories of communications products are stated at the lower of cost or
market, using the first-in, first-out ("FIFO") cost method. Inventories of OEM
and electrical products are primarily stated at the lower of cost or market,
using the last-in, first-out ("LIFO") cost method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated
depreciation and amortization. Leasehold improvements are amortized over the
lesser of the estimated useful lives of the assets or the lease term.
Depreciation and amortization are provided over the estimated useful lives of
the assets using the straight-line method. The estimated lives are as follows:
Building and improvements................................... 10 to 40 years
Machinery and equipment..................................... 3 to 15 years
Maintenance and repairs are charged to expense as incurred. Long-term
improvements are capitalized as additions to property, plant and equipment. Upon
retirement or other disposal, the asset cost and related accumulated
depreciation are removed from the accounts and the net amount, less any
proceeds, is charged or credited to income. Interest is capitalized during the
active construction period of major capital projects. During 2000 and 1999,
$5.0 million and $2.0 million, respectively, was capitalized in connection with
various capital projects.
GOODWILL
The excess of the purchase price over the net identifiable assets of
businesses acquired is amortized ratably over periods not exceeding 40 years.
Accumulated amortization of goodwill at December 31, 2000 and 1999, was
$49.6 million, and $28.6 million, respectively. The Company periodically reviews
goodwill to assess recoverability from future operations using undiscounted cash
flows. If the carrying amount exceeds undiscounted cash flows, an impairment
loss would be recognized for the difference between the carrying amount and its
estimated fair value.
DEFERRED FINANCING COSTS
Origination costs incurred in connection with outstanding debt financings
are included in the balance sheet in other assets. These deferred financing
costs are being amortized over the lives of the applicable debt instruments on a
straight-line basis and are charged to operations as additional interest
expense.
AMOUNTS DUE CUSTOMERS
Included in accrued expenses at December 31, 2000 and 1999, are certain
amounts due customers totaling $14.6 million and $12.8 million, respectively,
representing cash discount liabilities to customers who meet certain contractual
sales volume criteria. Such discounts are paid periodically to those qualifying
customers.
F-9
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenue is recognized when the following criteria are met: pervasive
evidence of an agreement exists, delivery has occurred, the Company's price to
the buyer is fixed and determinable, and collectability is reasonably assured.
FOREIGN CURRENCY TRANSLATION
The financial position and results of operations of foreign subsidiaries are
measured using local currency as the functional currency. Assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at exchange
rates in effect at fiscal year-end. The resulting translation gains and losses
are charged directly to accumulated other comprehensive income, a component of
stockholders' equity, and are not included in net income until realized through
sale or liquidation of the investment. Revenues and expenses are translated at
average exchange rates prevailing during the fiscal year. Foreign currency
exchange gains and losses incurred on foreign currency transactions are included
in income as they occur.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred. Research and
development costs during the years ended December 31, 2000 and 1999, the eight
months ended December 31, 1998 and fiscal 1998 amounted to $7.2 million,
$6.6 million, $2.7 million and $3.0 million, respectively.
ADVERTISING COSTS
Advertising costs are expensed as incurred.
EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income by the
weighted average number of shares of common stock outstanding for the period.
Diluted earnings per common share is determined assuming the conversion of
outstanding stock options and grants under the treasury stock method.
COMPREHENSIVE INCOME
Comprehensive income includes all changes in equity from non-owner sources
such as net income, foreign currency translation adjustments and minimum pension
liability adjustments.
CONCENTRATION OF CREDIT RISK AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
During both the eight months ended December 31, 1998 and fiscal 1998, sales
to the regional Bell operating companies and major independent telephone
companies represented 88% of STI's North American net sales. At December 31,
2000 and 1999, accounts receivable from these customers amounted to
$27.2 million and $25.6 million, respectively.
Accounts receivable includes allowances for doubtful accounts of
$5.0 million and $3.2 million at December 31, 2000 and 1999, respectively.
F-10
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The Company's consolidated financial statements are prepared in accordance
with generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the December 31, 1999 and 1998
and fiscal 1998, consolidated financial statements to conform with the
December 31, 2000 presentation.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of Effective Date of FASB Statement No. 133-an
amendment of FASB Statement No. 133" which delayed SFAS No. 133's effective date
for one year. In June 2000, the FASB issued SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities-an amendment of FASB
Statement No. 133" which amends certain paragraphs of SFAS No. 133. SFAS
No. 133 as amended, which is effective for the Company beginning January 1,
2001, establishes accounting and reporting standards for derivative instruments
and requires recognition of all derivatives as either assets or liabilities in
the statements of financial position and measurement of those instruments at
fair value. The Company has evaluated the effect of these statements on its
derivative instruments, which are primarily commodity futures, foreign currency
forward contracts and interest rate swaps. The cumulative effect of the change
in accounting for derivative instruments recorded on January 1, 2001 was not
material.
In September 2000, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue 00-10--ACCOUNTING FOR SHIPPING AND HANDLING FEES AND
COSTS. The EITF consensus establishes guidance on the income statement
classification of amounts charged to customers for shipping and handling, as
well as for costs incurred related to shipping and handling. The EITF concluded
that amounts billed to a customer in a sale transaction related to shipping and
handling should be classified as revenue. The EITF consensus also requires an
entity to disclose the amount of shipping and handling costs and the line item
on the income statement which includes such costs if the costs are not included
in cost of sales and are significant. The Company implemented EITF 00-10 in the
fourth quarter of 2000. Prior to implementing EITF 00-10, shipping and handling
costs billed to a customer were netted against shipping and handling costs
recorded in cost of goods sold. Shipping and handling revenues that were
reclassified from cost of sales to net sales were $10.8 million, $9.2 million,
$2.2 million and $1.9 million for the years ended December 31, 2000 and 1999,
the eight months ended December 31, 1998 and fiscal 1998.
In December 1999, the Securities and Exchange Commission ("SEC") released
Staff Accounting Bulletin No. 101 REVENUE RECOGNITION IN FINANCIAL STATEMENTS
("SAB 101") which provides the SEC's views regarding revenue recognition in
financial statements, including income statement presentation and disclosure.
SAB 101 clarifies that revenue generally is realized or realizable when
pervasive evidence of an arrangement exists, delivery has occurred or services
have been rendered, the seller's
F-11
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
price to the buyer is fixed or determinable and collectibility is reasonably
assured. The SEC subsequently released SAB 101B deferring implementation of SAB
101 to the fourth quarter of 2000. The Company is in compliance with the
provisions of SAB 101 and this bulletin had no effect on the results of
operations or financial position of the Company.
3. INVENTORIES
At December 31, 2000 and 1999, the components of inventories are as follows:
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(IN THOUSANDS)
Raw materials....................................... $ 45,793 $ 50,618
Work in process..................................... 42,006 42,150
Finished goods...................................... 190,782 233,142
-------- --------
278,581 325,910
LIFO reserve........................................ (16,722) (12,339)
-------- --------
$261,859 $313,571
======== ========
During the year ended December 31, 1999, the Company changed its method of
determining the cost of inventories for the acquired communications segment of
Essex from the LIFO method to the FIFO method. This change was made to conform
to consistent operational and accounting policies for the Company's
communications segment. Utilization of the FIFO method of accounting for the
year ended December 31, 1999 resulted in net income being $0.6 million or $0.03
per diluted share greater than net income under the LIFO method.
Inventories valued using the LIFO method amounted to $133.6 million and
$167.3 million at December 31, 2000 and 1999, respectively. During the year
ended December 31, 2000, inventory quantities were reduced which resulted in a
LIFO layer liquidation. The impact of the liquidation reduced net loss by
$1.6 million.
4. PROPERTY, PLANT AND EQUIPMENT
At December 31, 2000 and 1999, property, plant and equipment consists of the
following:
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(IN THOUSANDS)
Land................................................ $ 23,652 $ 25,230
Buildings and improvements.......................... 148,540 122,810
Machinery and equipment............................. 483,459 443,062
-------- --------
655,651 591,102
Less accumulated depreciation....................... 116,586 77,188
-------- --------
$539,065 $513,914
======== ========
F-12
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Depreciation expense for the years ended December 31, 2000 and 1999, the
eight months ended December 31, 1998 and fiscal 1998, was $41.0 million,
$38.5 million, $9.5 million and $8.3 million, respectively.
5. ACQUISITIONS
ESSEX ACQUISITION
On November 27, 1998, the Company completed a cash tender offer for 81% of
the outstanding common shares of Essex, at an aggregate cash tender value of
$770 million (the "Essex Acquisition"). On March 31, 1999, the Company acquired
the remaining outstanding common stock of Essex through the issuance of
approximately $167 million (face amount) of 8 1/2% Company-obligated Manditorily
Redeemable Trust Convertible Preferred Securities of Superior Trust I holding
solely convertible debentures (see Note 9).
The acquisition of Essex was accounted for using the purchase method and,
accordingly, the results of operations of Essex have been included in the
consolidated financial statements on a prospective basis from the dates of
acquisition. The purchase price was allocated based upon assessments of the fair
values of assets and liabilities at the dates of acquisition which included
accruals for planned consolidations, overhead rationalization and loss
contingencies. The excess of the purchase price over the net assets acquired is
being amortized on a straight-line basis over 40 years.
CABLES OF ZION AND CVALIM ACQUISITIONS
On May 5, 1998, the Company acquired 51% of the common stock of Cables of
Zion United Works Ltd. ("Cables of Zion"), an Israel-based cable and wire
manufacturer whose common stock is traded on the Tel Aviv Stock Exchange, for
approximately $25 million in cash.
On December 31, 1998, Cables of Zion acquired the business and certain
operating assets of Cvalim-The Electric Wire and Cable Company of Israel Ltd.
("Cvalim") for an adjusted purchase price of $41.2 million in cash. Following
the Cvalim acquisition, Cables of Zion changed its name to Superior Cables
Limited ("Superior Israel").
On October 20, 1999, Superior Israel acquired the business and certain
operating assets of Pica Plast Limited for $10.8 million in cash.
The acquisitions of Cables of Zion, Cvalim and Pica Plast were accounted for
using the purchase method and, accordingly, the results of operations of Cables
of Zion, Cvalim and Pica Plast are included in the Company's consolidated
financial statements on a prospective basis from the date of their respective
acquisition. The purchase price was allocated based upon the estimated fair
values of assets and liabilities at the date of acquisition. The excess of the
purchase price over the net assets acquired is being amortized on a
straight-line basis over 30 years.
PRO FORMA FINANCIAL DATA (UNAUDITED)
Unaudited condensed pro forma results of operations for the year ended
December 31, 1999, the eight months ended December 31, 1998 and the year ended
April 30, 1998, which give effect to the acquisition of Essex and the
acquisition of Cables of Zion as if the transactions had occurred on May 1,
1997, are presented below. The pro forma results of operations do not include
the results of operations
F-13
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. ACQUISITIONS (CONTINUED)
of Cvalim or Pica Plast prior to their dates of acquisition as they are not
material to the Company's consolidated results of operations. The pro forma
amounts reflect acquisition-related purchase accounting adjustments, including
adjustments to depreciation and amortization expense and interest expense on
acquisition debt and certain other adjustments, together with related income tax
effects. The pro forma financial information does not purport to be indicative
of either the results of operations that would have occurred if the transactions
had taken place at the beginning of the period presented or of the future
results of operations.
EIGHT MONTHS
YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30,
1999 1998 1998
------------ ------------ ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales............................... $2,036,732 $1,351,089 $2,277,246
Income before income taxes,
distributions on preferred securities
of subsidiary trust, minority interest
and extraordinary (loss).............. 86,613 30,204 $ 119,521
Income before extraordinary (loss)...... 37,429 6,617 55,129
Extraordinary (loss) on early
extinguishment of debt................ (1,617) (1,243) --
---------- ---------- ----------
Net income applicable to common stock... $ 35,812 $ 5,374 $ 55,129
========== ========== ==========
Net income per diluted share of common
stock:
Income before extraordinary (loss).... $ 1.79 $ 0.31 $ 2.59
Extraordinary (loss) on early
extinguishment of debt.............. (0.08) (0.06) --
---------- ---------- ----------
Net income per diluted share of common
stock............................... $ 1.71 $ 0.25 $ 2.59
========== ========== ==========
6. ACCRUED EXPENSES
At December 31, 2000 and 1999, accrued expenses consist of the following:
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(IN THOUSANDS)
Accrued wages, salaries and employee benefits....... $23,085 $26,657
Other accrued expenses.............................. 76,675 65,768
------- -------
$99,760 $92,425
======= =======
7. SHORT-TERM BORROWINGS
At December 31, 2000 and 1999, short-term borrowings consist principally of
$160.0 million and $140.4 million, respectively, in borrowings under an accounts
receivable securitization program which provides for up to $160.0 million in
short-term financing through the issuance of secured commercial
F-14
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. SHORT-TERM BORROWINGS (CONTINUED)
paper through a limited purpose subsidiary. Under the receivable securitization
program, the Company has granted a security interest in all its trade accounts
receivable of domestic subsidiaries to secure borrowings under the facility. The
receivable securitization program expires on November 30, 2001, although it may
be extended for successive one-year periods subject to agreement. Borrowings
under this agreement bear interest at the lender's commercial paper rate (which
approximated 6.88% and 6.37% at December 31, 2000 and 1999) plus 0.35%.
8. DEBT
At December 31, 2000 and 1999, long-term debt consists of the following:
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
(IN THOUSANDS)
Senior revolving credit facility (a)................ $ 71,001 $ 53,735
Term loan A (a)..................................... 374,420 446,433
Term loan B (a)..................................... 408,346 415,542
Senior subordinated notes (a)....................... 200,000 200,000
Cables of Zion credit facility (b).................. 88,522 82,507
Other............................................... 82,075 57,757
---------- ----------
Total debt.......................................... 1,224,364 1,255,974
Less current portion of long-term debt.............. 91,401 85,831
Less Superior Israel revolving credit facility...... 25,406 --
---------- ----------
$1,107,557 $1,170,143
========== ==========
At December 31, 2000, the fair value of the Company's debt, based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities, was
approximately $1,124.6 million. The Company has entered into several interest
rate swap and interest rate cap agreements in order to limit the effect of
changes in interest rates on certain of the Company's floating rate long-term
obligations. Amounts currently due to or from interest rate swap counterparties
are recorded in interest expense in the period in which they accrue. The Company
does not enter into financial instruments for trading or speculative purposes.
The fair market value of the interest rate caps and swaps was $6.4 million at
December 31, 1999. At December 31, 2000, the Company had an interest rate cap
outstanding with a notional amount of $400 million with a 90-day LIBOR rate cap
at 7.0% and a fair value of zero.
F-15
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. DEBT (CONTINUED)
The aggregate principal maturities of long-term debt for the five years
subsequent to December 31, 2000 are as follows:
YEAR AMOUNT
- ---- --------------
(IN THOUSANDS)
2001........................................................ $ 116,807
2002........................................................ 106,777
2003........................................................ 200,917
2004........................................................ 330,840
2005........................................................ 201,835
Thereafter.................................................. 267,188
----------
$1,224,364
==========
- ------------------------
(a) In connection with the Essex Acquisition (see Note 5), the Company
amended and restated its existing credit facilities. The amended and
restated credit facilities provide for total borrowing availability of up
to $1.35 billion, consisting of a $225.0 million revolving credit
facility, a $500.0 million term loan A facility, a $425.0 million term
loan B facility and $200.0 million in senior subordinated notes.
The revolving credit facility is available to the Company's principal
subsidiaries. Borrowings under the facility are allowable up to
$225 million in the aggregate and mature on May 27, 2004. Interest on the
outstanding balance is based upon LIBOR plus 3.25% or the base rate
(prime) plus 2.25%, (10.03% and 9.97% at December 31, 2000 and 1999,
respectively), and is payable quarterly.
The term loan A is repayable in varying installments over five and
one-half years, with interest payable quarterly based upon LIBOR plus
3.25% or the base rate (prime) plus 2.25%, (10.06% and 10.5% and at
December 31, 2000 and 1999, respectively), and matures on May 27, 2004.
The term loan B is repayable in varying installments over seven years,
with interest payable quarterly based upon LIBOR plus 4.0% or the base
rate (prime) plus 3.0% (10.88% and 9.94% at December 31, 2000 and 1999,
respectively), and matures on November 27, 2005.
The senior subordinated notes were due in November 2006. Interest for the
initial six months was LIBOR plus 4.25% or base rate (prime) plus 3.25%.
On May 26, 1999, the Company refinanced its $200 million senior
subordinated notes. The new senior subordinated notes include a
$120 million term note A and an $80 million term note B, which are due
May 26, 2007. Interest for the term note A for the first 270 days ranges
from LIBOR plus 2.5% to LIBOR plus 4.0% and after the nine month
anniversary of the borrowing date through maturity is LIBOR plus 5%
(11.81% and 10.19% at December 31, 2000 and 1999). Interest on the term
note B for the first 270 days ranges from LIBOR plus 3.625% to LIBOR plus
4.0% and after the nine month anniversary of the borrowing date through
maturity is LIBOR plus 5% (11.13% and 10.19% at December 31, 2000 and
1999).
All the borrowings under the above described credit arrangements are
guaranteed by each of the Company's principal domestic subsidiaries. The
common stock of all such domestic subsidiaries of the Company and 65% of
the common stock of its foreign subsidiaries have been pledged to secure
the guarantees (other than those guarantees given with respect to the
F-16
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. DEBT (CONTINUED)
senior subordinated notes). The obligations under these credit
arrangements (other than the senior subordinated notes) are secured by
substantially all of the assets of the Company and its domestic
subsidiaries.
(b) In connection with the December 31, 1998 acquisition of the Cvalim
assets, Superior Israel entered into an $83.0 million credit facility
consisting of a $53.0 million term loan ("Superior Israel term loan") and
a $30.0 million revolving credit facility ("Superior Israel revolving
credit facility"). Proceeds from these facilities were used to finance
the acquisition of the Cvalim assets, pay related transaction expenses
and provide for ongoing working capital requirements. In October 1999,
Superior Israel increased the amount available under the credit facility
by $10.0 million, which increased the term loan availability to
$63.0 million.
The Superior Israel term loan is repayable on December 31, 2008. Interest
on the Superior Israel term loan is based upon LIBOR plus 1.0% or the
average of the gross yield to maturity of all the series of fixed rate
bonds issued by the State of Israel, listed on the Tel-Aviv stock
exchange and having a remaining maturity of 18-30 months, plus 1.3% or
the lending bank's wholesale rate of interest for credits linked to the
Israeli consumer price index plus 0.7%. Interest on the Superior Israel
revolving credit facility outstanding balance is based upon either LIBOR
plus 0.4%, the lending bank's prime rate minus 1.1%, or a rate to be
agreed upon by the parties. The Superior Israel credit facility
terminates on December 31, 2003. Obligations under the Superior Israel
credit facility are secured by all of the assets of Superior Israel. At
December 31, 2000, Superior Israel was not in compliance with certain
financial covenants under the Superior Israel credit facility and has
classified the $25.4 million outstanding under this facility as current
in the December 31, 2000 balance sheet.
The above credit agreements contain certain restrictive covenants,
including, among other things, requirements to maintain certain financial
ratios, limitations on the amount of dividends the Company is allowed to pay on
its common stock and restrictions on additional indebtedness. During 2000, the
credit facilities described in (a) above were amended with respect to certain
restrictive covenants relating to maintenance of certain financial ratios.
In connection with the refinancing of the senior subordinated notes, the
Company recognized an extraordinary charge on the early extinguishment of debt
of $1.6 million (net of income taxes of $1.0 million), or $0.08 per diluted
share, for the year ended December 31, 1999. In connection with the amendment
and restatement of the Company's credit facility, the Company recognized an
extraordinary charge on the early extinguishment of debt of $1.2 million (net of
income taxes of $0.8 million), or $0.06 per diluted share, during the eight
months ended December 31, 1998.
9. TRUST CONVERTIBLE PREFERRED SECURITIES
On March 31, 1999, Superior Trust I (the "Trust"), a trust in which the
Company owns all the common equity interests, issued 3,332,254 8 1/2% Trust
Convertible Preferred Securities ("Trust Convertible Preferred Securities") with
a liquidation value of $50 per share. The sole assets of the Trust are the
Company's 8 1/2% Convertible Subordinated Debentures ("Convertible Debentures")
with an aggregate principal amount of $171,765,650, at an interest rate of
8 1/2% per annum and a maturity date of March 30, 2014. The Company has fully
and unconditionally guaranteed the Trust's obligations under the Trust
Convertible Preferred Securities. The Trust Convertible Preferred Securities are
currently convertible into common stock of the Company at the rate of 1.1496
shares of the Company's common
F-17
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. TRUST CONVERTIBLE PREFERRED SECURITIES (CONTINUED)
stock for each Trust Convertible Preferred Security (equivalent to a conversion
price of $43.49 per share of common stock). This conversion rate is subject to
customary anti-dilution adjustments. Dividends on the Trust Convertible
Preferred Securities are payable quarterly by the Trust. The Trust Convertible
Preferred Securities are subject to mandatory redemption on March 30, 2014, at a
redemption price of $50 per Trust Convertible Security, plus accrued and unpaid
dividends.
The Trust Convertible Preferred Securities are not redeemable before
April 1, 2003. At any time on and after that date, the Trust Convertible
Preferred Securities may be redeemed by the Company at a per share redemption
price of $52.55, periodically declining to $50.00 in April 2008 and thereafter.
In addition, the Company has the option to call the Trust Convertible Preferred
Securities during the one-year period commencing on March 31, 2002, at a per
share cash redemption price of $52.975, plus accrued and unpaid dividends, if
any, provided the average closing price of the Company's common stock, for any
10 consecutive trading days preceding the date of the call, multiplied by the
then effective conversion rate, equals or exceeds $65.00 per share. The Company
has reserved 3,830,759 shares of its common stock for possible conversion of the
Trust Convertible Preferred Securities.
The Company may cause the Trust to defer the payment of dividends for
successive periods of up to 20 consecutive quarters. During such periods,
accrued dividends on the Trust Convertible Preferred Securities will accrue
interest at the rate of 8 1/2% per annum and the Company may not declare or pay
dividends on its common stock. Also during such period, if holders of Trust
Convertible Preferred Securities convert such securities into Company common
stock, the holder will not receive any cash related to the deferred dividends.
The estimated aggregate fair value of the Trust Convertible Preferred
Securities, when issued, was approximately $133.3 million based on average per
share trading values on the New York Stock Exchange. The resulting discount of
$33.3 million is being amortized using the effective interest method over the
term of the Trust Convertible Preferred Securities. At December 31, 2000, the
fair value of the Trust Convertible Preferred Securities, based on quoted market
price, was approximately $23.3 million.
10. EARNINGS PER SHARE
The computation of basic and diluted earnings per share for the years ended
December 31, 2000 and 1999, the eight months ended December 31, 1998, and the
year ended April 30, 1998, is as follows:
YEAR ENDED YEAR ENDED
DECEMBER 31, 2000 DECEMBER 31, 1999
------------------------------- -------------------------------
NET PER SHARE NET PER SHARE
LOSS SHARES AMOUNT INCOME SHARES AMOUNT
-------- -------- --------- -------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Basic earnings (loss) per common share before
extraordinary (loss)......................... $(2,140) 20,238 $(0.11) $38,785 20,351 $1.91
======= ====== ======= =====
Dilutive impact of stock options and grants.... -- 557
------ ------
Diluted earnings (loss) per common share before
extraordinary (loss)......................... $(2,140) 20,238 $(0.11) $38,785 20,908 $1.86
======= ====== ====== ======= ====== =====
F-18
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. EARNINGS PER SHARE (CONTINUED)
EIGHT MONTHS ENDED YEAR ENDED
DECEMBER 31, 1998 APRIL 30, 1998
------------------------------- -------------------------------
NET PER SHARE NET PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
-------- -------- --------- -------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Basic earnings per common share before
extraordinary (loss)......................... $22,256 20,735 $1.07 $40,675 20,811 $1.95
======= ===== ======= =====
Dilutive impact of stock options and grants.... 613 492
------ ------
Diluted earnings per common share before
extraordinary (loss)......................... $22,256 21,348 $1.04 $40,675 21,303 $1.91
======= ====== ===== ======= ====== =====
As a publicly traded company, Superior Israel has certain stock options
outstanding pursuant to stock option plans in existence prior to the
acquisition. At December 31, 2000, the impact of stock options to the Company's
earnings per share calculation was anti-dilutive. The Company has excluded the
assumed conversion of the Trust Convertible Preferred Securities from the
earnings per share calculation as the impact would be anti-dilutive.
11. STOCKHOLDERS' EQUITY
The Company has 35,000,000 shares of common stock authorized for issuance,
with a $0.01 par value. At December 31, 2000 and 1999, the Company had
21,133,361 and 20,980,101 common shares, respectively, issued and 20,305,061 and
20,151,801 common shares, respectively, outstanding.
On January 25, 2000, the Company declared a 3% stock dividend to
stockholders of record on February 3, 2000. As a result, 612,069 shares were
issued on February 11, 2000. On both January 11, 1999 and January 15, 1998, the
Company declared five-for-four common stock splits, which were effected in the
form of a 25% stock dividend paid on February 3, 1999 and February 2, 1998,
respectively. As a result, 4,059,700 and 3,233,635 shares, respectively, were
issued to stockholders of record on January 20, 1999 and January 23, 1998,
respectively. All references to common shares (except shares authorized and
issued) and to per share information in the consolidated financial statements
have been adjusted to reflect the stock splits and stock dividend on a
retroactive basis.
The Company declared a $0.25 per common share cash dividend payable
quarterly at a rate of $0.0625 per share beginning in January 1998 and
continuing through October 1999. Cash dividends, totaling $4.9 million,
$2.0 million and $2.0 million, were declared during the year ended December 31,
1999, the eight months ended December 31, 1998 and fiscal 1998, respectively.
In December 2000, the Company adopted a Stockholder Rights Plan (the "Rights
Plan"). Under the Rights Plan, a Preferred Share Purchase Right ("Right") is
attached to each share of common stock pursuant to which the holder will, in
certain takeover-related circumstances, become entitled to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock at a price of $10.88, subject to adjustment, with each share having
substantially the rights and preferences of 100 shares of common stock. The
Rights will separate from the common shares after a person or entity or group of
affiliated or associated persons acquire, or commence a tender offer that would
result in a person or group acquiring beneficial ownership of 15% or more of the
outstanding common shares. Also, in certain takeover-related circumstances, each
Right (other than those held by an acquiring person) will be exercisable for
shares of common stock of the Company and stock of the
F-19
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. STOCKHOLDERS' EQUITY (CONTINUED)
acquiring person having a market value of twice the exercise price. Once certain
triggering events have occurred to cause the Rights to become exercisable, each
Right may be exchanged by the Company for one share of common stock. The Rights
are redeemable at any time, prior to the time that a person becomes an acquiring
person, by the Company before their expiration on December 28, 2010 at a
redemption price of $0.01 per Right. At December 31, 2000, 500,000 shares of
Series A Junior Participating Preferred Stock were reserved for issuance under
this Plan.
12. STOCK BASED COMPENSATION PLANS
The Company sponsors the Superior TeleCom Inc. 1996 Stock Option Plan (the
"Option Plan") which has 3,170,469 shares of common stock reserved for issuance.
At December 31, 2000, there were 174,597 shares of common stock available for
issuance under the Option Plan. Participation in the Option Plan is limited to
employees, directors, and consultants of the Company, its parent and affiliates
thereof. The Option Plan provides for grants of incentive and non-incentive
stock options, which cannot be exercised in the first year or after ten years
from the date of grant. In January 2001, subject in certain circumstances to
stockholder approval of amendments to the Option Plan, the Company adopted a
stock option restructuring program under the Option Plan pursuant to which
designated employees may elect to cancel certain of their outstanding stock
options in exchange for the grant of replacement stock options or shares of
restricted stock, depending upon the number of stock options held by the
employee and non-employee directors of the Company may elect to cancel certain
of their outstanding stock options in exchange for the grant of a replacement
stock option. Approximately 2.9 million options are subject to cancellation and
the new options granted will be accounted for on a variable basis.
The Company also sponsors the Superior TeleCom Employee Stock Purchase Plan
(the "ESPP") which allows eligible employees the right to purchase common stock
of the Company on a quarterly basis at the lower of 85% of the common stock's
fair market value on the last day of the preceding calendar quarter or on the
last day of the current calendar quarter. There are 402,344 shares of the
Company's common stock reserved under the ESPP, of which 153,260 shares, 63,655
shares, 4,745 shares and 7,333 shares were issued to employees during the years
ended December 31, 2000 and 1999, the eight months ended December 31, 1998, and
fiscal 1998, respectively.
The Company also adopted the Stock Compensation Plan for Non-Employee
Directors (the "Stock Plan") in January, 1999. Under the Stock Plan, each
non-employee director of the Company automatically receives 50% of the annual
retainer in either restricted common stock or non-qualified stock options, as
elected by the director. In addition, each non-employee director may also elect
to receive all or a portion of the remaining amount of the annual retainer and
any meeting fees in the form of restricted stock or stock options in lieu of
cash payment. Any shares issued pursuant to the Stock Plan will be issued from
the Company's treasury stock.
The Company sponsors unfunded deferred compensation plans whereby certain
key management employees are permitted to defer the receipt of all, or a portion
of, their salary or bonus and shares issued upon stock option exercises, as
defined by the plans. The plans also provide for matching contributions of
Company common stock on shares deferred upon exercise of stock options. Shares
issued pursuant to the deferred stock component of these plans are held in an
irrevocable grantor trust. Compensation expense related to these plans for the
year ended December 31, 2000 was $0.5 million.
F-20
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS (CONTINUED)
The Company continues to account for stock-based compensation (including
options issued under the Option Plan and the ESPP) using the intrinsic value
method prescribed by APB Opinion No. 25, under which no compensation cost for
stock options is recognized for stock option awards granted to employees or
directors at an exercise price at or above the common stock's fair market value.
Had compensation expense been determined based on the fair value of the stock
option award at the grant date as prescribed by SFAS No. 123, the Company's net
income and basic and diluted net income per share of common stock for the years
ended December 31, 2000 and 1999, the eight months ended December 31, 1998, and
the year ended April 30, 1998, would approximate the following pro forma
amounts:
YEAR ENDED YEAR ENDED
DECEMBER 31, 2000 DECEMBER 31, 1999
------------------- -------------------
AS PRO AS PRO
REPORTED FORMA REPORTED FORMA
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income (loss)........................................ $(2,140) $(5,513) $37,168 $32,407
Net income (loss) per basic share of common stock........ $ (0.11) $ (0.27) $ 1.83 $ 1.59
Net income (loss) per diluted share of common stock...... $ (0.11) $ (0.27) $ 1.78 $ 1.57
EIGHT MONTHS ENDED YEAR ENDED
DECEMBER 31,1998 APRIL 30, 1998
------------------- -------------------
AS PRO AS PRO
REPORTED FORMA REPORTED FORMA
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income.............................................. $21,013 $18,882 $40,675 $39,030
Net income per basic share of common stock.............. $ 1.01 $ 0.91 $ 1.95 $ 1.88
Net income per diluted share of common stock............ $ 0.98 $ 0.88 $ 1.91 $ 1.83
The effects of applying SFAS No. 123 in the pro forma disclosure are not
necessarily indicative of future amounts, since the estimated fair value of
common stock options is amortized to expense over the vesting period and
additional options may be granted in future years. The fair value for these
options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions for
December 31, 2000, 1999 and 1998 and April 30, 1998, respectively: dividend
yield of 2%, 2%, 1% and 1%; expected volatility of 64%, 53%, 43% and 39%;
risk-free interest rate of 5.11%, 6.30%, 4.57%, and 5.53%; and expected life of
four years for all periods. The weighted average per share fair value of options
granted at an exercise price equal to the fair market value (using the
Black-Scholes option-pricing model) during December 31, 2000 and 1999, the eight
months ended December 31, 1998 and fiscal 1998, was $5.33, $7.99, $11.05 and
$7.39, respectively. The weighted average per share fair value of options
granted at an exercise price above the fair market value during the year ended
December 31, 1999 was $19.47.
The Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options, which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Since the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
F-21
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS (CONTINUED)
The following table summarizes stock option activity for the year ended
April 30, 1998, the eight months ended December 31, 1998, and the years ended
December 31, 1999 and 2000:
SHARES WEIGHTED-AVERAGE
OUTSTANDING EXERCISE PRICE
----------- ----------------
Outstanding at April 30, 1997............................... 1,203,415 $9.98
Exercised................................................. (4,989) 10.00
Canceled.................................................. (42,635) 9.99
Granted................................................... 77,250 20.47
---------
Outstanding at April 30, 1998............................... 1,233,041 10.64
Exercised................................................. (66,462) 10.08
Canceled.................................................. (8,692) 29.51
Granted................................................... 641,339 29.61
---------
Outstanding at December 31, 1998............................ 1,799,226 17.33
Exercised................................................. (18,644) 10.94
Canceled.................................................. (35,295) 30.19
Granted................................................... 1,197,567 17.78
---------
Outstanding at December 31, 1999............................ 2,942,854 17.54
Canceled.................................................. (282,019) 18.91
Granted................................................... 646,692 11.52
---------
Outstanding at December 31, 2000............................ 3,307,527 16.29
=========
Information with respect to stock-based compensation plan stock options
outstanding at December 31, 2000, is as follows:
OPTIONS OUTSTANDING
-----------------------------------------------
WEIGHTED-
AVERAGE WEIGHTED- OPTIONS EXERCISABLE
NUMBER REMAINING AVERAGE ----------------------------------------
EXERCISE OUTSTANDING AT CONTRACTUAL EXERCISE NUMBER EXERCISABLE AT WEIGHTED AVERAGE
PRICES DECEMBER 31, 2000 LIFE (IN YEARS) PRICE DECEMBER 31, 2000 EXERCISE PRICE
-------- ----------------- --------------- --------- --------------------- ----------------
$5.31................. 48,280 9.78 $ 5.31 0 $ --
$9.94-$11.13.......... 1,249,274 6.30 10.01 1,072,723 9.97
$12.25-$17.23......... 1,291,226 8.53 15.78 325,631 16.76
$22.82-$30.78......... 718,747 7.54 28.85 464,472 28.86
--------- ---------
3,307,527 7.49 16.29 1,862,826 15.87
========= =========
13. EMPLOYEE BENEFITS
Superior provides for postretirement employee health care and life insurance
benefits for a limited number of its employees. Superior established a maximum
amount it will pay per employee for such benefits; therefore, health care cost
trends do not affect the calculation of the postretirement benefit obligation or
its net periodic benefit cost.
F-22
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. EMPLOYEE BENEFITS (CONTINUED)
Superior sponsors several defined benefit pension plans and an unfunded
supplemental executive retirement plan (the "SERP"). The SERP provides
retirement benefits based on the same formula as in effect under a certain
salaried employees' plan, but only takes into account compensation in excess of
amounts that can be recognized under the salaried employees' plan. The defined
benefit pension plans and the SERP generally provide for payment of benefits,
commencing at retirement (between the ages of 55 and 65), based on the
employee's length of service and earnings. Assets of the plans consist
principally of cash and cash equivalents, short-term investments, equities and
fixed income instruments.
During the fourth quarter ended December 31, 2000 and effective as of
January 1, 2000, the Company changed its method of amortizing unrecognized
actuarial gains and losses in computing annual pension cost for certain plans.
Unrecognized actuarial gains and losses exceeding ten percent of the greater of
the projected benefit obligation or the market value of plan assets are
amortized over five years. Under the previous method, all unrecognized gains and
losses exceeding the ten percent corridor were amortized over the average
remaining service life of active employees. Amortizing these amounts over five
years results in more timely recognition of significant actuarial gains and
losses in annual pension cost. This change resulted in net income for the year
ended December 31, 2000 being $1.0 million or $0.05 per diluted share greater
than net income under the previous method. The impact related to prior quarters
of the year was not material.
The change in the projected benefit obligation, the change in plan assets
and the funded status of the defined benefit pension plans and the
post-retirement health care benefits plans during the years ended December 31,
2000 and 1999 and the eight months ended December 31, 1998, are presented below,
along with amounts recognized in the respective consolidated balance sheets and
consolidated statements of operations:
POST-RETIREMENT
DEFINED BENEFIT PENSION PLANS HEALTH CARE BENEFITS
------------------------------------------ ------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
(IN THOUSANDS)
CHANGE IN BENEFIT
OBLIGATION:
Benefit obligation at
beginning of year..... $ 93,387 $105,005 $ 4,927 $ 2,085 $ 2,174 $ 1,994
Impact of
acquisitions.......... -- -- 99,364 -- -- --
Service cost............ 3,525 5,423 550 60 72 44
Interest cost........... 7,256 7,164 792 166 152 91
Actuarial (gain) loss... 4,302 (20,223) 41 168 (228) 87
Impact of foreign
currency exchange..... (205) 300 (339) -- -- --
Benefits paid........... (2,978) (4,282) (330) (85) (85) (42)
-------- -------- -------- ------- ------- -------
Benefit obligation at
end of year........... $105,287 $ 93,387 $105,005 $ 2,394 $ 2,085 $ 2,174
======== ======== ======== ======= ======= =======
F-23
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. EMPLOYEE BENEFITS (CONTINUED)
POST-RETIREMENT
DEFINED BENEFIT PENSION PLANS HEALTH CARE BENEFITS
------------------------------------------ ------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
(IN THOUSANDS)
CHANGE IN PLAN ASSETS:
Fair value of plan
assets at beginning of
year.................. $ 88,148 $ 82,965 $ 4,360 $ -- $ -- $ --
Impact of
acquisitions.......... -- -- 77,060 -- -- --
Actual return on plan
assets................ 5,014 6,900 1,802 -- -- --
Employer
contributions......... 3,914 2,353 357 85 85 42
Impact of foreign
currency exchange..... (137) 212 (284) -- -- --
Benefits paid........... (2,978) (4,282) (330) (85) (85) (42)
-------- -------- -------- ------- ------- -------
Fair value of plan
assets at end of
year.................. $ 93,961 $ 88,148 $ 82,965 $ -- $ -- $ --
======== ======== ======== ======= ======= =======
Funded status........... $(11,326) $ (5,239) $(22,040) $(2,394) $(2,085) $(2,174)
Unrecognized actuarial
(gain) loss........... (10,922) (20,569) (711) 413 250 502
Unrecognized prior
service cost.......... 276 299 322 -- -- --
-------- -------- -------- ------- ------- -------
Accrued benefit cost.... $(21,972) $(25,509) $(22,429) $(1,981) $(1,835) $(1,672)
======== ======== ======== ======= ======= =======
AMOUNTS RECOGNIZED IN THE
CONSOLIDATED BALANCE
SHEETS:
Prepaid benefit cost.... $ 420 $ -- $ 299 $ -- $ -- $ --
Accrued benefit
liability............. (22,392) (25,509) (22,728) (1,981) (1,835) (1,672)
Additional minimum
liability............. (1,085) (1,165) (322) -- -- --
Intangible asset........ 274 299 322 -- -- --
Accumulated other
comprehensive income.. 811 866 -- -- -- --
-------- -------- -------- ------- ------- -------
Accrued benefit cost.... $(21,972) $(25,509) $(22,429) $(1,981) $(1,835) $(1,672)
======== ======== ======== ======= ======= =======
COMPONENTS OF NET PERIODIC
BENEFIT COST:
Service cost............ $ 3,525 $ 5,423 $ 550 $ 60 $ 72 $ 44
Interest cost........... 7,256 7,164 792 166 152 91
Expected return on plan
assets................ (7,869) (7,354) (819) -- -- --
Amortization of prior
service cost.......... 22 22 17 -- -- --
Actuarial (gain) loss... (2,493) 84 10 5 24 9
-------- -------- -------- ------- ------- -------
Net periodic benefit
cost.................. $ 441 $ 5,339 $ 550 $ 231 $ 248 $ 144
======== ======== ======== ======= ======= =======
F-24
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. EMPLOYEE BENEFITS (CONTINUED)
The actuarial present value of the projected pension benefit obligation and
the postretirement health care benefits obligation at December 31, 2000, 1999
and 1998 were determined based upon the following assumptions:
POST-RETIREMENT
DEFINED BENEFIT PENSION PLANS HEALTH CARE BENEFITS
------------------------------------------ ------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
Discount rate........ 7.5% 8.0% 6.5% 7.5% 8.00% 6.75%
Expected return on
plan assets........ 9.0% 9.0% 8.0% N/A N/A N/A
Increase in future
compensation....... 4.5% 5.0% 5.0% N/A N/A N/A
The Company and its subsidiaries sponsor several defined contribution plans
covering substantially all U.S. and Israeli employees. The plans provide for
limited company matching of participants' contributions. The Company's
contributions during the years ended December 31, 2000 and 1999, the eight
months ended December 31, 1998, and fiscal 1998, were $5.3 million,
$4.7 million, $1.5 million, $0.8 million, respectively.
14. INCOME TAXES
The Company's provision for income tax expense (benefit) for the years ended
December 31, 2000 and 1999, the eight months ended December 31, 1998 and fiscal
1998, is comprised of the following:
EIGHT MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
Current:
Federal.................................... $ 5,046 $16,400 $11,713 $21,586
State...................................... (1,683) 6,040 1,193 3,261
Foreign.................................... 540 1,757 2,464 2,484
------- ------- ------- -------
Total current............................ 3,903 24,197 15,370 27,331
------- ------- ------- -------
Deferred:
Federal.................................... 8,504 16,952 624 (900)
State...................................... 1,280 (3,915) 50 (100)
Foreign.................................... (2,762) (501) (500) 455
------- ------- ------- -------
Total deferred........................... 7,022 12,536 174 (545)
------- ------- ------- -------
Total income tax expense............... $10,925 $36,733 $15,544 $26,786
======= ======= ======= =======
F-25
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. INCOME TAXES (CONTINUED)
Income before income taxes, distributions on preferred securities of
Superior Trust I, minority interest and extraordinary loss attributable to
domestic and foreign operations for the years ended December 31, 2000 and 1999,
the eight months ended December 31, 1998 and fiscal 1998 was as follows:
EIGHT MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
United States................................ $28,181 $84,032 $32,777 $60,270
Foreign...................................... (9,339) 3,371 4,930 7,191
------- ------- ------- -------
Income before income taxes, distributions
on preferred securities of Superior
Trust I, minority interest and
extraordinary loss....................... $18,842 $87,403 $37,707 $67,461
======= ======= ======= =======
The provision for income taxes differs from the amount computed by applying
the U.S. federal income tax rate of 35% for December 31, 2000 and 1999, the
eight months ended December 31, 1998, and fiscal 1998, because of the effect of
the following items:
EIGHT MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
Expected income tax expense at U.S. federal
statutory tax rate......................... $ 6,595 $30,591 $13,197 $23,611
State income tax expense, net of U.S. federal
income tax benefit......................... 679 2,340 930 2,195
Taxes on foreign income at rates which differ
from the U.S. federal statutory rate....... 668 725 36 288
Distributions on preferred securities of
Superior Trust I........................... (5,300) (3,760) -- --
Nondeductible goodwill amortization.......... 7,099 6,649 856 435
Change in valuation allowance................ 647 -- -- (1,100)
Other, net................................... 537 188 525 1,357
------- ------- ------- -------
Provision for income taxes................... $10,925 $36,733 $15,544 $26,786
======= ======= ======= =======
At December 31, 2000, the Company's foreign subsidiaries had $10 million in
distributable earnings, exclusive of amounts that if remitted in the future,
would result in little or no tax under current laws. The Company's earnings from
foreign subsidiaries are considered to be indefinitely reinvested and,
accordingly, no provision for U.S. federal and state income taxes has been made
for these earnings. Upon distribution of foreign subsidiary earnings in the form
of dividends or otherwise, the Company would be subject to both U.S. income
taxes (subject to an adjustment for foreign tax credits) and withholding taxes
payable to the various foreign countries.
F-26
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. INCOME TAXES (CONTINUED)
The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax impact of temporary differences arising from assets and
liabilities whose tax bases are different from financial statement amounts. A
valuation allowance is established if it is more likely than not that all or a
portion of deferred tax assets will not be realized. Realization of the future
tax benefits of deferred tax assets is dependent on the Company's ability to
generate taxable income within the carryforward period and the periods in which
net temporary differences reverse.
Items that result in deferred tax assets and liabilities at December 31,
2000 and 1999 are as follows:
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
Deferred tax assets:
Sale leaseback.................................... $ 1,875 $ 1,875
Accruals not currently deductible for tax......... 11,114 17,801
Pension and post retirement benefits.............. 10,034 12,630
Net operating losses.............................. 13,143 5,164
Other............................................. 3,549 5,810
-------- --------
Total deferred tax assets....................... 39,715 43,280
-------- --------
Deferred tax liabilities:
Inventory reserves................................ 11,536 10,830
Depreciation and amortization..................... 95,207 88,227
Other............................................. 6,661 6,920
-------- --------
Total deferred tax liabilities.................. 113,404 105,977
-------- --------
Net deferred income tax liability............... $ 73,689 $ 62,697
======== ========
The Company established a valuation allowance of $0.6 million associated
with net operating losses of Superior Israel. The valuation allowance was
established as it was more likely than not that a portion of the deferred tax
assets would not be realized. The net operating loss carryforwards expire
beginning in 2018.
15. RESTRUCTURING AND INFREQUENT AND UNUSUAL CHARGES
During the year ended December 31, 2000, the Company recorded infrequent and
unusual charges of $15.0 million, which included (i) a $3.8 million charge
related to restructuring activities at Superior Israel; (ii) $8.6 million in
charges primarily associated with the rationalization of certain Essex
manufacturing facilities, and (iii) $2.6 million of start-up costs for the
Company's Torreon, Mexico magnet wire facility. During the year ended
December 31, 1999, the Company recorded unusual charges of $8.4 million, which
included (i) $4.4 million in charges associated with the evaluation and
termination of a management information system project at Essex, (ii) a
$1.3 million charge related to restructuring activities at Superior Israel,
(iii) $2.2 million in charges primarily associated with the rationalization of
certain Essex manufacturing facilities and (iv) $0.5 million of start-up costs
for the Company's Torreon, Mexico magnet wire facility. During the eight months
ended December 31, 1998 the Company recorded infrequent and unusual charges of
$13.5 million, consisting of (i) a $10.0 million
F-27
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. RESTRUCTURING AND INFREQUENT AND UNUSUAL CHARGES (CONTINUED)
investment advisory fee paid to Alpine in connection with the acquisition of
Essex, (ii) a $2.9 million restructuring charge recorded by Superior Israel
relating to planned manufacturing plant consolidations and overhead
rationalization associated with the acquisition of Cvalim and
(iii) $0.6 million in charges associated with the evaluation of management
information systems at Essex.
ESSEX
Since the completion of the acquisition of Essex, the Company has been
involved in the consolidation and integration of manufacturing, corporate and
distribution functions of Essex into Superior. As a result, the Company
initially accrued as part of the Essex Acquisition purchase price a
$29.7 million provision, which included $11.8 million of employee termination
and relocation cost, $11.9 million of facility consolidation cost, $4.4 million
of management information system project termination costs, and $1.6 million of
other exit costs. During 1999, the Company revised its estimate and, as a
result, increased the provision for employee termination and relocation costs,
facility consolidation costs, and other exit costs by $6.1 million,
$0.2 million and $1.3 million, respectively, and decreased the provision for
management information system project termination by $1.4 million. The net
increase to the accrual of $6.2 million has been reflected as an increase in
goodwill. As of December 31, 2000, $17.2 million, $11.1 million, $3.0 million
and $2.6 million have been incurred and paid related to employee termination and
relocation costs, facility consolidation costs, management information system
project costs and other exit costs, respectively. The provision for employee
termination and relocation costs was primarily associated with selling, general
and administrative functions within Essex. The provisions for facility
consolidation costs included both manufacturing and distribution facility
rationalization and the related costs associated with employee severance. The
restructuring resulted in the severance of approximately 1,100 employees. All
significant aspects of the plan are complete.
During 1999, the Company also wrote off $10.4 million of previously
capitalized costs related to a discontinued management information system
project at Essex. In addition, under purchase accounting, the Company adjusted
the carrying value of certain fixed assets by $17.3 million to reflect their net
realizable value. These adjustments have been reflected as increases to
goodwill.
SUPERIOR ISRAEL
On December 31, 1998, Superior Israel purchased Cvalim. Included in the
allocated purchase price was a $3.5 million provision for the restructuring of
Cvalim's manufacturing and corporate functions. The provisions included
$2.6 million of employee termination and severance costs and $0.9 million of
other miscellaneous costs. Additionally during the eight months ended
December 31, 1998, Superior Israel recorded a $2.9 million restructuring charge,
which included a provision for the consolidation of seven manufacturing
facilities into five and two headquarters facilities into one. All aspects of
the restructuring plan have been completed. As of December 31, 2000,
approximately $5.5 million has been incurred and paid related to employee
termination and severance costs and $0.9 million has been incurred and paid
related to other miscellaneous costs. The provision for employee termination and
severance costs was primarily associated with manufacturing, selling, general
and administrative functions, and approximately 146 positions have been
eliminated.
During 1999, Superior Israel recorded a $1.3 million restructuring charge,
which included a provision for the consolidation of manufacturing facilities.
The restructuring actions resulted in the
F-28
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. RESTRUCTURING AND INFREQUENT AND UNUSUAL CHARGES (CONTINUED)
elimination of approximately 30 positions, most of which were manufacturing
related employees. All aspects of the restructuring plan are complete.
During 2000, Superior Israel recorded a $3.8 million restructuring charge,
which included a provision for further consolidation of manufacturing
facilities. The restructuring actions resulted in the elimination of
approximately 123 positions, most of which were manufacturing related employees.
All significant aspects of the restructuring plan are complete.
16. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION
The Company, to a limited extent, uses forward fixed price contracts and
derivative financial instruments to manage foreign currency exchange and
commodity price risks. The Company does not hold or issue financial instruments
for investment or trading purposes. The Company is exposed to credit risk in the
event of nonperformance by counterparties for foreign exchange forward
contracts, metal forward price contracts and metals futures contracts but the
Company does not anticipate nonperformance by any of these counterparties. The
amount of such exposure is generally any unrealized gains within the underlying
contracts.
FOREIGN EXCHANGE RISK MANAGEMENT
The Company engages in the sale and purchase of goods and services which
periodically require payment or receipt of amounts denominated in foreign
currencies. To protect the Company's related anticipated cash flows from the
risk of adverse foreign currency exchange fluctuations for firm sales and
purchase commitments, the Company enters into foreign currency forward exchange
contracts. At December 31, 2000, the Company had no forward exchange sales
contracts, but did have $6.7 million of purchase contracts whose fair value
approximated the contract amount. Foreign currency gains or losses resulting
from the Company's operating and hedging activities are recognized in earnings
in the period in which the hedged currency is collected or paid.
COMMODITY PRICE RISK MANAGEMENT
The cost of copper, the Company's most significant raw material, is subject
to volatility. So that the Company may manage the matching of the copper
component of customer product pricing with the copper cost component of the
inventory shipped, the Company enters into futures contracts as qualifying
hedges. At December 31, 2000, the Company had sales contracts for 3.2 million
copper pounds, or $2.7 million, with an estimated fair value of $2.7 million.
Unrealized gains and losses on the qualified hedges, as appropriate, are
included in other assets and are recognized when the related underlying copper
is purchased or sold or when a sale is no longer expected to occur.
17. COMMITMENTS AND CONTINGENCIES
Total rent expense under cancelable and noncancelable operating leases was
$13.9 million, $13.7 million, $2.6 million and $1.4 million for the years ended
December 31, 2000 and 1999, the eight months ended December 31, 1998 and fiscal
1998, respectively.
F-29
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. COMMITMENTS AND CONTINGENCIES (CONTINUED)
At December 31, 2000, future minimum lease payments under noncancelable
operating leases are as follows:
YEAR AMOUNT
- ---- --------------
(IN THOUSANDS)
2001........................................................ $ 9,263
2002........................................................ 8,179
2003........................................................ 7,501
2004........................................................ 6,694
2005........................................................ 6,265
Thereafter.................................................. 13,653
-------
$51,555
=======
Approximately 40% of the Company's total labor force is covered by
collective bargaining agreements.
The Company is subject to routine lawsuits incidental to its business. In
the opinion of management, based on its examination of such matters and
discussions with counsel, the ultimate resolution of all pending or threatened
litigation, claims and assessments will have no material adverse effect upon the
Company's financial position, liquidity or results of operations.
In connection with Essex's 1988 acquisition of Essex Group, Inc., United
Technologies Corporation ("UTC"), Essex's former parent, has indemnified Essex
against all losses resulting from or in connection with damage or pollution to
the environment and arising from events, operations, or activities of Essex
prior to February 29, 1988, or from conditions or circumstances existing at
February 29, 1988, known to UTC prior to February 29, 1988. The sites covered by
the indemnity are handled directly by UTC and all payments required to be made
are paid directly by UTC. UTC also provided an additional environmental
indemnity which deals with liabilities related to environmental events,
conditions or circumstances existing at or prior to February 29, 1988, which
became known prior to February 28, 1993. As to such liabilities, the Company is
responsible for the first $4 million incurred. The Company accrues for these
costs when it is probable that a liability has been incurred and the amount of
the loss can be reasonably estimated.
Essex has been named as a defendant in a limited number of product liability
lawsuits brought by electricians and other skilled tradesmen claiming injury
from exposure to asbestos found in electrical wire products produced many years
ago. Litigation against various past insurers of Essex who had previously
refused to defend and indemnify Essex against these lawsuits was settled during
1999. Pursuant to the settlement, Essex was reimbursed for substantially all of
its costs and expenses incurred in defense of these lawsuits, and the insurers
have undertaken and are currently defending and, if it should become necessary,
indemnifying Essex against such asbestos lawsuits, subject to the express terms
and limits of their respective policies.
The Company accepts certain customer orders for future delivery at fixed
prices. As copper is the most significant raw material used in the manufacturing
process, the Company enters into forward purchase fixed price commitments for
copper to properly match its cost to the value of the copper to be billed to the
customers. At December 31, 2000, the Company had forward fixed price purchase
commitments for 67.0 million copper pounds.
F-30
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. COMMITMENTS AND CONTINGENCIES (CONTINUED)
At December 31, 2000, the Company had committed $6.3 million to outside
vendors for certain capital projects.
Certain executives of the Company have employment contracts which generally
provide minimum base salaries, cash bonuses based on the Company's achievement
of certain performance objectives, stock options and restricted stock grants,
and certain retirement and other employee benefits. Further, in the event of
termination or voluntary resignation for "good reason" accompanied by a change
in control, as defined, such employment agreements provide for severance
payments not in excess of three times annual cash compensation and bonus and the
continuation for stipulated periods of other benefits, as defined.
18. RELATED PARTY TRANSACTIONS
The Company and Alpine are parties to a services agreement (the "Services
Agreement") whereby Alpine agrees to provide certain financial, audit and
accounting, corporate finance and strategic planning, legal, treasury, insurance
and administrative services in return for an annual fee in addition to
reimbursement of incidental costs and expenses incurred in connection with
Alpine's provision of such services. Under the Services Agreement as amended to
date, Superior TeleCom paid Alpine $3.5 million, $2.7 million, $1.8 million and
$2.7 million during the years ended December 31, 2000 and 1999, the eight months
ended December 31, 1998 and fiscal year 1998, respectively.
In addition to amounts paid pursuant to the aforementioned Service
Agreement, during the eight months ended December 31, 1998, the Company paid
Alpine a $10.0 million investment advisory fee in connection with the Essex
Acquisition, which fee was included in infrequent and unusual charges (see
Note 15).
The Company had amounts due to Alpine of $0.5 million, $0.6 million and
$1.1 million, respectively, at December 31, 2000, 1999 and 1998, which are
included in accrued expenses in the consolidated balance sheets.
19. CHANGE IN YEAR END (UNAUDITED)
The Company's unaudited results of operations for the eight months ended
December 31, 1997, are summarized as follows:
EIGHT MONTHS ENDED
DECEMBER 31, 1997
----------------------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
Net sales................................................. $347,447
Gross profit.............................................. 64,202
Operating income.......................................... 48,554
Provision for income taxes................................ 16,878
Net income................................................ 25,959
Net income per basic share of common stock................ $ 1.25
========
Net income per diluted share of common stock.............. $ 1.22
========
F-31
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. BUSINESS SEGMENTS AND FOREIGN OPERATIONS
The Company's reportable segments are strategic businesses that offer
different products and services to different customers. These segments are
communications, OEM and electrical. The communications segment includes
(i) copper and fiber optic outside plant wire and cable for voice and data
transmission in telecommunications networks and (ii) copper and fiber optic
datacom or premise wire and cable for use within homes and offices for local
area networks, Internet connectivity and other applications. The OEM segment
includes magnet wire and related products. The electrical segment includes
building and industrial wire and cable.
The Company evaluates segment performance based on a number of factors with
operating income being the most critical. Intersegment sales are generally
recorded at cost, are not significant and, therefore, have been eliminated
below.
Operating results for each of the Company's three reportable segments are
presented below. Corporate and other items shown below are provided to reconcile
to the Company's consolidated statements of operations, cash flows and balance
sheets.
YEAR ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
Net sales (a):
Communications............................. $ 848,099 $ 755,225 $ 386,196 $518,459
OEM........................................ 613,382 594,716 43,860 --
Electrical................................. 587,567 686,791 58,223 --
---------- ---------- ---------- --------
$2,049,048 $2,036,732 $ 488,279 $518,459
========== ========== ========== ========
Depreciation and amortization expense:
Communications............................. $ 20,240 $ 18,036 $ 7,776 $ 8,330
OEM........................................ 9,287 10,333 987 --
Electrical................................. 7,560 6,534 716 --
Corporate and other........................ 4,885 4,281 -- --
Amortization of goodwill................... 20,959 19,629 2,447 1,715
---------- ---------- ---------- --------
$ 62,931 $ 58,813 $ 11,926 $ 10,045
========== ========== ========== ========
Operating income (loss):
Communications............................. $ 120,071 $ 131,675 $ 68,222 $ 80,975
OEM........................................ 75,839 82,633 3,601 --
Electrical................................. 6,797 36,962 4,855 --
Corporate and other........................ (19,016) (18,210) (6,016) (3,915)
Infrequent and unusual charges............. (14,961) (8,431) (13,511) --
Amortization of goodwill................... (20,959) (19,629) (2,447) (1,715)
---------- ---------- ---------- --------
$ 147,771 $ 205,000 $ 54,704 $ 75,345
========== ========== ========== ========
F-32
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. BUSINESS SEGMENTS AND FOREIGN OPERATIONS (CONTINUED)
YEAR ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
Total assets:
Communications............................. $ 539,987 $ 510,537 $ 407,754 $186,217
OEM........................................ 295,930 274,103 280,743 --
Electrical................................. 265,336 323,154 358,555 --
Corporate and other........................ 890,416 892,560 839,504 46,026
---------- ---------- ---------- --------
$1,991,669 $2,000,354 $1,886,556 $232,243
========== ========== ========== ========
Capital expenditures:
Communications............................. $ 33,552 $ 26,306 $ 19,029 $ 18,488
OEM........................................ 35,363 24,972 3,085 --
Electrical................................. 6,564 10,562 3,853 --
Corporate and other........................ 2,860 10,397 2,047 --
---------- ---------- ---------- --------
$ 78,339 $ 72,237 $ 28,014 $ 18,488
========== ========== ========== ========
- ------------------------
(a) No customer accounted for more than 10% of net sales for the years ended
December 31, 2000 and 1999. Three customers accounted for 14%, 13%, and 11%
of net sales during the eight months ended December 31, 1998 and five
customers accounted for 19%, 19%, 17%, 16% and 13% of net sales in fiscal
1998.
The following provides information about domestic and foreign operations for
the years ended December 31, 2000 and 1999, the eight months ended December 31,
1998, and fiscal 1998:
YEAR ENDED EIGHT MONTHS
--------------------------- ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, APRIL 30,
2000 1999 1998 1998
------------ ------------ ------------ ----------
(IN THOUSANDS)
Net sales:
United States.............................. $1,818,510 $1,825,709 $410,198 $473,879
Canada..................................... 48,664 36,990 30,749 44,580
Israel..................................... 139,363 128,380 43,482 --
United Kingdom............................. 42,511 45,653 3,850 --
---------- ---------- -------- --------
$2,049,048 $2,036,732 $488,279 $518,459
========== ========== ======== ========
Long-lived assets:
United States.............................. $ 392,598 $ 397,595 $428,245 $ 72,348
Canada..................................... 11,944 13,431 11,894 10,773
Israel..................................... 75,453 74,093 64,184 --
United Kingdom............................. 12,189 14,093 9,110 --
Mexico..................................... 46,881 14,702 -- --
---------- ---------- -------- --------
$ 539,065 $ 513,914 $513,433 $ 83,121
========== ========== ======== ========
F-33
SUPERIOR TELECOM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Selected unaudited quarterly data is presented below:
2000
--------------------------------------------------------------
QUARTER ENDED
------------------------------------------------ YEAR ENDED
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 DECEMBER 31
-------- -------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales............................ $497,896 $550,086 $507,223 $493,843 $2,049,048
Gross profit......................... 85,622 98,695 80,325 75,486 340,128
Infrequent and unusual charges....... 5,856 2,956 3,915 2,234 14,961
Operating income..................... 36,537 51,515 32,694 27,025 147,771
Net income (loss).................... $ 381 $ 8,456 $ (1,585) $ (9,392) $ (2,140)
======== ======== ======== ======== ==========
Net income (loss) per basic share of
common stock(a).................... $ 0.02 $ 0.42 $ (0.08) $ (0.46) $ (0.11)
======== ======== ======== ======== ==========
Net income (loss) per diluted share
of common stock(a)................. $ 0.02 $ 0.42 $ (0.08) $ (0.46) $ (0.11)
======== ======== ======== ======== ==========
1999
--------------------------------------------------------------
QUARTER ENDED
------------------------------------------------ YEAR ENDED
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 DECEMBER 31
-------- -------- ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales............................ $508,657 $517,094 $525,082 $485,899 $2,036,732
Gross profit......................... 100,190 101,280 96,418 86,005 383,893
Infrequent and unusual charges....... 2,522 2,030 -- 3,879 8,431
Operating income..................... 51,719 57,596 55,184 40,501 205,000
Income before extraordinary loss..... 10,459 14,537 10,957 2,832 38,785
Net income........................... $ 10,459 $ 12,920 $ 10,957 $ 2,832 $ 37,168
======== ======== ======== ======== ==========
Income before extraordinary loss per
basic share of common stock(a)..... $ 0.51 $ 0.72 $ 0.54 $ 0.14 $ 1.91
======== ======== ======== ======== ==========
Income before extraordinary loss per
diluted share of common stock(a)... $ 0.49 $ 0.68 $ 0.52 $ 0.14 $ 1.86
======== ======== ======== ======== ==========
Net income per basic share of common
stock(a)........................... $ 0.51 $ 0.64 $ 0.54 $ 0.14 $ 1.83
======== ======== ======== ======== ==========
Net income per diluted share of
common stock(a).................... $ 0.49 $ 0.61 $ 0.52 $ 0.14 $ 1.78
======== ======== ======== ======== ==========
- ------------------------
(a) Net income per share of common stock is determined by computing a
year-to-date weighted average of the incremental shares included in each
quarterly net income per share calculation. As a result, the sum of the net
income for the four quarters may not equal the net income per share for the
twelve-month period.
F-34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Superior TeleCom Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements of Superior TeleCom Inc. and
subsidiaries included in this annual report on Form 10-K and have issued our
report thereon dated February 13, 2001. Our audits were made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
Schedule II listed in the index to financial statements is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Atlanta, Georgia
February 13, 2001
F-35
SUPERIOR TELECOM INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2000 AND 1999
(IN THOUSANDS)
ADDITIONS
---------------------
BALANCE AT CHARGED TO CHARGED
BEGINNING COSTS AND TO OTHER BALANCE AT
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS END OF PERIOD
- ----------- ---------- ---------- -------- ---------- -------------
2000:
Allowance for restructuring
activities......................... 14,326 2,085 -- (14,085)(a) 2,326
Allowance for doubtful accounts...... 3,193 2,490 -- (685)(b) 4,998
1999:
Allowance for restructuring
activities......................... 35,969 1,321 6,231(c) (29,195)(a) 14,326
- ------------------------
(a) Payments for restructuring liabilities
(b) Write-offs net of recoveries
(c) Accrued as a component of acquisition purchase price
F-36