Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DRAFT 7/24/97
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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 APRIL 30, 1997
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 1-9078
------------------------
THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other 22-1620387
jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code 212-757-3333
------------------------
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- --------------------------------------------------------------------- -----------------------------
Common Stock, par value $.10 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 July 28, 1997, the registrant had 16,889,781 shares of common stock, par
value $.10 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 $165.5 million, based on the closing price of $11.5 per share of
such common stock on such date.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Company's Annual Meeting of Stockholders in Part III of
this Form 10-K.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
GENERAL
The Alpine Group, Inc. (together with its subsidiaries, unless the context
otherwise requires, "Alpine" or the "Company") is an industrial company
principally engaged in the manufacture and sale of telecommunications wire and
cable and the manufacture and supply of refractories products and services.
Alpine has positioned itself as a major participant in each of these industries.
Alpine was incorporated in New Jersey on May 7, 1957 and reincorporated in
Delaware on February 3, 1987. Its principal executive offices are located at
1790 Broadway, New York, New York 10019-1417 and its telephone number is (212)
757-3333.
SUPERIOR TELECOM INC. The Company's 50.1% owned subsidiary, Superior
TeleCom Inc. ("Superior TeleCom"), is engaged in the manufacture and sale of
copper wire and cable for the telecommunications industry, and, to a lesser
degree, the manufacture and sale of data communications and other electronics
products for military and commercial applications. Alpine entered the copper
telecommunications wire and cable industry with the acquisition (the "Superior
Acquisition") in 1993 of Superior Telecommunications Inc. ("Superior"), formerly
Superior TeleTec Inc. Following this acquisition, Alpine became one of the two
largest North American manufacturers of copper telecommunications wire and cable
products with the May 1995 acquisition (the "Alcatel Acquisition") of the U.S.
and Canadian copper telecommunications wire and cable business (the "Alcatel
Business") of Alcatel NA Cable Systems, Inc. and Alcatel Canada Wire, Inc.
(collectively, "Alcatel NA").
On October 2, 1996, the Company completed a reorganization (the
"Reorganization") of its wholly-owned subsidiaries, Superior and DNE Systems
Inc. ("DNE"). In connection with the Reorganization, (i) Superior issued the
Company 20,000 shares of Superior's 6% Cumulative Preferred Stock (the "Superior
Preferred Stock"), (ii) Superior and DNE declared a dividend payable to the
Company, (iii) the Company contributed all of the common stock of both Superior
and DNE to its newly-formed wholly-owned subsidiary, Superior TeleCom and (iv)
Superior TeleCom entered into a revolving credit facility (the "Superior Credit
Facility") (see Note 5 to Alpine's consolidated financial statements), the
proceeds of which were used to repay the intercompany debt then owed to the
Company and to pay a portion of the aforementioned declared dividend.
On October 17, 1996, Superior TeleCom sold 6,000,000 shares of its common
stock in an initial public offering at $16.00 per share (the "Offering").
Superior TeleCom used the net proceeds of the Offering to fund the repayment of
a portion of the amount outstanding under the Superior Credit Facility and to
pay to the Company the balance of the previously declared dividend.
In November 1996, the underwriters of the Offering exercised their
overallotment option to purchase an additional 900,000 shares of Superior
TeleCom common stock at $16.00 per share. Superior TeleCom used a portion of the
net proceeds to repurchase 450,000 shares of its common stock, with the balance
of such proceeds being used to reduce the amount outstanding under the Superior
Credit Facility. The Superior TeleCom common stock repurchased was then
transferred to the Company in exchange for 8,055 shares of the Superior
Preferred Stock. After giving effect to the Offering and related transactions,
the Company's ownership interest in Superior TeleCom was reduced to 50.1%.
In connection with the Reorganization, the Company entered into an agreement
(the "Services Agreement") with Superior TeleCom. Pursuant to the Services
Agreement, the Company agreed to provide certain financial, audit and
accounting, corporate finance and strategic planning, legal, treasury, insurance
and administrative services to Superior TeleCom in return for an annual fee in
addition to reimbursement of actual costs and expenses incurred in connection
with the Company's provision of such services. Such annual fee initially was set
at the rate of $925,000 per year. As of May 1, 1997, the Services Agreement was
amended to increase such annual fee to $2.7 million per year, which is estimated
to reflect commercially reasonable costs for the services provided.
Also, in connection with the Reorganization, Alpine refinanced a substantial
portion of its outstanding debt, which resulted in, among other things, the
redemption, at a premium, of $131.9 million in face amount of the Company's
12.25% Senior Secured Notes (the "Senior Notes").
REFRACO INC. The Company's wholly-owned subsidiary, Refraco Inc.
("Refraco"), is a worldwide manufacturer and supplier of refractories products
and services to the iron and steel, cement, aluminum and glass industries.
Refractories are consumable heat-resistant products used as insulation on
surfaces exposed to high temperature processes. Alpine entered the refractories
industry with its December 1994 acquisition (the "Adience Acquisition") of
Adience, Inc. ("Adience"), one of the largest domestic manufacturers and
installers of specialty refractory products. Alpine became the sixth largest
worldwide manufacturer and supplier of refractories products and services with
the Company's April 1997 acquisition (the "Refraco UK Acquisition") of Hepworth
Refractories (Holdings) Limited ("HRHL"), a subsidiary of Hepworth PLC with
manufacturing operations in Great Britain, Belgium, France and Canada and
supported by a global distribution network (collectively, the "Hepworth
Business").
As part of the Refraco UK Acquisition, the Company incorporated Refraco and
contributed to it all the capital stock of Adience. A newly-formed wholly-owned
subsidiary of Adience, Refraco Holdings Limited, a U.K. corporation ("RHL"),
acquired all the capital stock of HRHL to effect the Refraco UK Acquisition.
Following the consummation of the Refraco UK Acquisition, the Company changed
the name of HRHL to Refraco (UK) Limited ("Refraco UK").
The Refraco UK Acquisition was financed with initial borrowings under a
$130.0 million Senior Secured Facility entered into by Adience, Refraco, Refraco
UK and certain subsidiaries, and a $60.0 million Secured Floating Rate Loan
Facility entered into by Refraco. See Note 6 to Alpine's consolidated financial
statements.
TELECOMMUNICATIONS WIRE AND CABLE BUSINESS
COPPER TELECOMMUNICATIONS WIRE AND CABLE INDUSTRY OVERVIEW
Superior is a leading domestic manufacturer of copper telecommunications
wire and cable products for the local loop segment of the telecommunications
network in the United States. Copper telecommunications wire and cable is the
most widely used medium for transmission in the local loop portion of the
telecommunications infrastructure, which comprises approximately 160 million
residential and business access lines in the United States. To a lesser degree,
Superior is involved in the manufacture and sale of high speed data
communication copper wire products, including unshielded twisted pair ("UTP")
wire for on-premise applications, such as in computer networks. Superior's
products are sold primarily to the regional Bell operating companies ("RBOCs")
and the two largest independent telephone companies under multi-year supply
arrangements.
Superior has led a recent consolidation in the copper telecommunications
wire and cable industry by acquiring the Alcatel Business and certain other
assets. Through these acquisitions, as well as through internal capacity
expansion, Superior increased its annual production capacity from 28 billion
conductor feet ("bcf") in one plant to an aggregate of 97 bcf in four
geographically dispersed plants. Due to the industry-wide consolidation that has
occurred over the past three years, total industry capacity has been reduced,
the number of manufacturers has declined and the size of the remaining
manufacturers has increased. As a result, the Company has become a key supplier
of copper wire and cable to six of the RBOCs and to the two largest independent
telephone companies and believes that it will continue to be able to compete
effectively as its major customers consolidate their vendor base in order to
stabilize their sources of supply and ensure timely delivery of quality products
on a consistent basis. The Company estimates that its share of domestic copper
telephone cable and wire production was approximately 35% for fiscal 1997.
2
The Company believes that copper will continue to be the transmission medium
of choice in the local loop due to factors such as: the installed base of copper
cable in the local loop representing an investment of over $150 billion that
must be maintained by the RBOCs and other local telephone companies; the lower
installation and maintenance costs of copper compared to optical fiber and other
media; technological advancements that increase the bandwidth of the installed
local loop copper network, such as integrated services digital networks
("ISDN"), high-bit-rate digital subscriber lines ("HDSL") and asymmetric digital
subscriber lines ("ADSL"), which allow the continued use of copper as the
transmission medium for the expanded voice, data, video and multi-media uses
demanded by customers; the increasing demand for enhanced services, which,
because of technological advances, can be supported by a copper-based local
loop; and the increasing demand for multiple residential access lines.
Demand for copper telecommunications wire and cable is dependent on several
factors, including the rate at which new lines are installed in homes and
businesses; the level of spending for highways, bridges and other parts of the
infrastructure, which often necessitates installation of telecommunications
cable; and the level of general maintenance spending by telephone companies. The
installation of new access lines is, in turn, partially dependent on the level
of new construction and, increasingly in recent years, on demand for second
telephone lines and lines dedicated to facsimile machines and computer modems
which are used for, among other purposes, business communications and access to
the Internet.
A substantial majority of Superior's products sold in the United States are
purchased by the RBOCs and other domestic telephone companies. Prior to the
break-up of AT&T in 1984, AT&T was the sole supplier of copper
telecommunications wire and cable products to its operating companies. However,
after the break-up, the RBOC market became open to all suppliers. It is
estimated that the RBOCs purchase approximately 60% of the copper
telecommunications distribution wire and cable purchased by U.S. telephone
companies, while the two major independent telephone holding companies (GTE
Corporation and North Supply (Sprint) Corporation) purchase approximately 21%
and over 1,200 small local telephone operating companies purchase the remainder.
The Company believes it is well-positioned to take advantage of the rapid
changes in the telecommunications industry as the demand for voice, data and
video services over the local loop increases dramatically and new technologies
and products are developed to enable the local loop to satisfy that demand.
INSTALLED BASE. 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. It comprises approximately 160 million
residential and business access lines in the United States. The installed base
of copper wire and cable in the local loop represents an investment of over $150
billion that must be maintained by the RBOCs and other local telephone
companies. Although other media, such as fiber optic cable, are used for trunk
lines between central offices, substantially all local loop lines continue to be
copper-based. Local loop lines are continually maintained and replaced,
providing a steady demand for copper wire and cable.
LOWER INSTALLATION COSTS AND EASE OF REPAIR. The Company believes that in
the local loop, copper has significantly lower installation costs and is easier
to repair than other media primarily because it does not require an additional
power source and other electronics. Installation of fiber optic cable is both
capital and labor intensive, and deployment of fiber optic cable generally has
been limited to trunk and feeder lines and wide area loop configurations.
TECHNOLOGICAL ADVANCES. Copper dominance 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 ISDN and digital
subscriber line ("DSL") technologies, including HDSL and ADSL. These
technologies permit telecommunications carriers, private network owners and
end-user consumers
3
to employ the existing copper wire and cable infrastructure for high speed and
bandwidth-intensive applications.
ISDN is a set of digital transmission signaling protocols and interfaces
that provides end-to-end digital connectivity to support a wide range of
services. ISDN service over the existing copper local loop is rapidly expanding
due to the increased demand for digital telecommunications applications such as
remote office connectivity and Internet access. The Company believes that
globally-standardized ISDN service will become a widely-used vehicle for digital
network services, including Internet access, and that it will support the
continued dominance of copper wire and cable in the local loop.
Another technological advance is DSL technology. DSL technology, which
includes ADSL and HDSL, has increased the bandwidth capacity of copper wire and
cable products in the local loop through sophisticated multiplexing and
modulation techniques. DSL technology currently expands the bandwidth capacity
of twisted pair copper wire in the local loop from 1.5 million bits per second
("bps") (over a T-1 line) to over 6 million bps.
ADSL transmits interactive video and data services including video on
demand, on-line shopping, banking and other data services, as well as Internet
access, over the existing copper-based local loop, requiring substantially less
investment of capital and labor than alternatives such as installing fiber optic
or hybrid fiber optic/coaxial cable products in the local loop. ADSL is
asymmetric in that it is high bandwidth in one direction and lower bandwidth in
the other. This arrangement is primarily intended to support one way high
bandwidth applications, such as the provision of broadcast quality video into
the home. It is easily installed and portable, relatively inexpensive compared
to fiber optic or coaxial cable and can be deployed for an individual user
anywhere in the network in a short time period.
HDSL, as opposed to ADSL, derives its name from the high bandwidth that is
transmitted in both directions over twisted pair copper wire. HDSL provides
advanced digital voice, data and video services to local loop customers with a
high level of signal quality over the existing copper infrastructure while
doubling the distance a digital signal can travel without the need for
amplification or repeaters. In contrast to fiber optic cable applications, HDSL
uses a minimal amount of power on the remote end of the line, making the
traditional power supplied by copper telecommunications wire sufficient for its
use. In corporate campuses of office buildings, several satellite locations can
be linked with HDSL quickly and inexpensively using existing copper wire to
produce the equivalent of fiber optic quality transmission.
DEMAND FOR NEW SERVICES. Technological advances, regulatory developments
and increased competition among service providers have accelerated the demand
for and introduction of new bandwidth intensive telecommunication services.
These services include integrated voice and data, broadcast and conference
quality video, Internet and on-line data services access, high speed local area
network ("LAN") to LAN connectivity, collaborative network processing and other
specialized, bandwidth-intensive applications.
DEMAND FOR MULTIPLE RESIDENTIAL ACCESS LINES. An increasing number of U.S.
households are installing additional access lines for multiple telephone lines,
facsimile machines, access to the Internet, home offices and other purposes.
Additional access lines increase the demand for copper telecommunications wire
and cable in the local loop.
BUSINESS STRATEGY
The Company believes that the ongoing alignment of productive capacity with
market demand, technological developments that have enhanced the ability of
end-users to utilize the existing copper wire and cable telecommunications
infrastructure for high speed data, video and imaging transmissions, industry
consolidation and Superior's emphasis on new, higher margin products will
continue to strengthen Superior's competitive position, profitability and cash
flow.
4
Superior's strategy in the telecommunications products business is to (i)
respond to the current and changing needs of its customers' communications
networks and continue to expand its business in the local loop by continuing to
develop, manufacture and sell a full line of telecommunications wire and cable
products (including hybrid coaxial/copper and fiber/copper products); (ii)
expand its product lines to include transmission media such as data cable,
including expanded UTP product capabilities and fiber optic cable for LAN
applications; (iii) take advantage of strategic acquisition opportunities in
data cable, the local loop and its other markets; and (iv) expand its
international business through increased export sales and the establishment of
joint ventures, acquisitions or similar arrangements and otherwise increase its
presence in international markets.
SUPERIOR'S COPPER TELECOMMUNICATIONS WIRE AND CABLE PRODUCTS
Superior manufactures a wide variety of copper telecommunications wire and
cable products. Cable is the transmission medium in the part of the local loop
from a local telephone company's central office to a subscriber's property line;
whereas wire is the transmission media that begins at the subscriber's property
line and runs to the subscriber's access device, which may be either outside or
on-premises. Superior's products include distribution cable and wire and
premises wire products, ranging in size from a single twisted pair wire to a
4,200 pair cable. These products are variously configured for aerial and
underground use in the local loop and for on-premise applications.
The basic unit of virtually all copper telecommunications wires and cables
is the "twisted pair," a pair of insulated wires twisted around each other. Both
wires in the pair are used to complete the telecommunications connection.
Twisted pairs are bundled together to form telecommunications wires and cables.
Superior's copper telecommunications cable products range in size and are
differentiated by design variations depending on where the cable is to be
installed. Cable products used for direct underground burial are designed to be
water resistant and are filled with compounds to prevent moisture from getting
into the cable structure. The individual copper wires in these cables utilize
either a solid polyethylene or polypropylene insulation or cellular polyethylene
covered with a solid polyethylene skin. Cable products used for underground duct
or aerial applications, where water penetration is not a major concern, are
designed with solid polyethylene insulation and no filling compound. The copper
telecommunications cable products normally have metallic shields for mechanical
protection and electromagnetic shielding of the copper wires, as well as an
outer polyethylene jacket.
Superior's distribution wire products range in size from a single twisted
pair to a six-pair product. Similar to copper cable products, distribution wire
products are designed for both direct burial and aerial applications and are
also manufactured in a variety of designs, including a number of different
metallic shield configurations and several different jacketing materials.
Superior's copper telecommunications wire for interior use, or premises
wire, generally ranges in size from a single twisted pair to a twenty-five pair
product. Premises wire is used within buildings to connect telecommunications
devices (telephones, facsimile machines and computer modems) to the
telecommunications network and, in commercial buildings, to establish LANs.
An important element of Superior's strategy in the wire and cable business
is to expand into performance-enhanced copper-based wire products that provide
opportunities for higher growth and higher margins than Superior's current
product lines. Superior will attempt to sell a broader range of wire and cable
products to its existing customers. As described below, Superior has introduced
and is in the process of introducing a number of new products in this regard.
In fiscal 1995, Superior introduced a line of UTP copper wire products
designed for high-speed data transmission across private networks. UTP, which
was first introduced into the market in the early 1990s as an alternative to
fiber optic cable, has become the medium of choice for distribution applications
in private data network communications due to its (i) significant installation
and maintenance cost advantages over
5
fiber optic cable and (ii) performance capabilities, which are sufficient to
address a substantial portion of the market for private data networks requiring
high-speed transmission rates.
Superior also has developed, or is in the process of developing, a number of
other new products, including (i) hybrid products combining twisted-pair copper
wires with coaxial or fiber optic cable for distribution service, (ii) aerial
drop non-metallic support products, which utilize fiberglass yarn and
twisted-pair copper wires for distribution service, (iii) riser products, which
are copper wires used inside high-rise buildings or telephone central offices
for vertical connections providing voice and data transmissions, and (iv) fiber
optic cables used for trunking and distribution applications in LANs. Sales to
date of these products have not been material.
MARKETING AND DISTRIBUTION
During fiscal 1997, 91.1% of Superior's net sales were to the RBOCs and the
two major independent telephone companies, 7.7% were sold to other telephone
companies in the United States and Canada, construction companies and others and
the remaining 1.2% were sold outside the United States and Canada.
Superior sells to the RBOCs and the two major independent telephone
companies on a direct basis through a sales force of five salespersons. The
remainder of Superior's products are sold through distributors, original
equipment manufacturers and sales representatives and agents. The Company
believes that there will be opportunities for international expansion of its
wire and cable business, either through export sales or the establishment of
joint ventures or similar arrangements.
Superior's sales to telephone companies are generally pursuant to multi-year
supply agreements in which the customer agrees to have Superior supply certain
of the customer's wire or cable needs as the primary supplier during the term of
the agreement. Prior to awarding a contract, customers forecast their needs and
manufacturers, such as Superior, bid and quote prices based upon the forecasted
order amount, although customers are not obligated to purchase the forecasted
amount or any minimum amount. Superior currently has multi-year agreements with
respect to certain of its wire and cable products with six of the seven RBOCs
and with the two largest independent telephone companies. During fiscal 1997,
sales to North Supply Corporation (Sprint), NYNEX Corporation, Bell South
Corporation, GTE Corporation and SBC Corporation accounted for 19.2%, 17.2%,
15.5%, 14.4% and 14.3% of Superior's net sales, respectively. No other single
customer accounted for more than 10% of Superior's net sales. Additionally, as
is customary in the industry, Superior's sales to customers other than large
telephone companies are primarily on the "spot" market on the basis of
short-term purchase orders. In recent years these sales have declined as a
proportion of total sales.
MANUFACTURING
Copper rod is the base component for most of Superior's wire and cable
products. The manufacturing processes for these products require that the copper
rod be drawn and insulated. Superior purchases copper rod of 5/16" diameter from
third-party suppliers. Superior then "draws" the wire to one of four American
wire gauges ("AWGs"). Wire drawing is the process of reducing the conductor
diameter by pulling the copper rod through a converging die until the specified
AWG is attained. Since the reduction is limited by the breaking strength of the
conductor, this operation is repeated several times internally within the
machine. As the wire becomes smaller, less pulling force is required. Therefore,
machines operating in specific size ranges are required. Take-up containers or
spools are generally large, allowing one person to operate several machines.
Individual copper wires are then typically insulated with plastic compounds
through an extrusion process. Extrusion involves the feeding, melting and
pumping of a compound through a die to shape it in final form as it is applied
to insulate the wire. Superior uses five primary types of insulating material
compounds: high density polyethylene, high density cellular polyethylene foam,
flame
6
retardant polyethylene, fluoropolymers and polyvinyl chloride. Superior
purchases these insulating compounds from a variety of suppliers.
Superior's products also require that the wire be "twisted" so that two
insulated single conductors are combined to create a twisted pair. Superior's
products are often "cabled" or "stranded" so that multiple twisted pairs of
insulated wires are combined to form larger units of multiple pair cables.
Typically, cabling or stranding is done only on large (i.e., 25 or more) numbers
of pairs. Smaller numbers of pairs are not cabled, but are sent directly for
jacketing.
Once insulated, Superior's copper wire and cable products are "jacketed" or
covered through the application of filling, flooding and shielding compounds to
the insulated wire. Products to be installed underground are protected by
metallic shielding (e.g., aluminum and steel) for electrical and mechanical
isolation and by plastic compounds of polyvinyl chloride or polyethylene for
protection against water and other sources of corrosion and interference. After
the wire and cable products are fabricated, they are packaged and shipped either
directly to customers or to distributors.
RAW MATERIALS
The principal raw materials used by Superior in the manufacture of its wire
and cable products are copper, aluminum, bronze, steel and plastics such as
polyethylene and polyvinyl chloride. These raw materials are available from
several sources and Superior has not experienced any shortages in the recent
past.
The cost of copper, the most significant raw material used by Superior in
its wire and cable business, has been subject to considerable volatility over
the past several years. However, this volatility has not had, nor is it expected
to have, an impact on Superior's profitability due to customers' contractual
arrangements that provide for the pass-through of changes in copper costs
through price revisions. Nevertheless, sharp increases in the price of copper
can reduce demand if telephone companies decide to defer their purchases of
copper telecommunications wire and cable products until copper prices decline.
From time to time, particular plastics have been difficult to obtain but,
with the exception of teflon used for UTP production, which was in short supply
in 1996, none of these shortages has required Superior to limit production. The
inability of Superior to obtain sufficient quantities of raw materials could
adversely affect its operating results.
FOREIGN SALES
Superior's copper telecommunications wire and cable business has a plant in
Winnipeg, Manitoba, that supplies both the Canadian and U.S. markets. Superior's
net export sales during fiscal 1997 to customers outside the United States and
Canada were $5.5 million, or 1.2% of net sales, of which the majority were in
Latin America. The accompanying consolidated financial statements provide
information about the Company's domestic and foreign operations.
COMPETITION
The copper telecommunications wire and cable business is very competitive.
Superior has three major domestic competitors in the copper telecommunications
wire and cable business: Cable Systems International, Inc., General Cable
Corporation, a public company and formerly a subsidiary of Wassall, plc; and
Essex International, Inc., a public company. Competition in this market is based
on price, service and quality. Because several RBOCs have adopted policies of
limiting the number of their suppliers and requiring that these suppliers
provide additional services, the degree of competition based on service is
increasing.
7
DATA COMMUNICATIONS AND ELECTRONICS
PRODUCTS
DNE designs and manufactures data communications equipment, integrated
access devices and other electronic equipment for defense, government and
commercial applications. It is the largest supplier to the U.S. defense forces
of data and voice multiplexers used in tactical secure military applications.
Multiplexers are integrated access devices that combine several
information-carrying channels into one line, thereby permitting simultaneous
multiple voice and data communications over a single line. DNE also produces
military avionic products, including switches, dimmers, relays and other
electronic controllers, sensors and aerial refueling amplifiers.
DNE has developed a commercial version of its multiplexer, which to date has
generated limited sales. However, DNE believes there are certain limited niche
applications for its commercial multiplexer product whereby its design provides
advantages over its competitors. In that regard, DNE recently has been awarded a
major multi-year supply agreement with a multinational manufacturing company for
commercial paging services. DNE has reduced its dependence on the defense market
in recent years primarily by taking advantage of opportunities to manufacture
equipment on a contract basis. DNE provides contract manufacturing services for
subassembly equipment to original equipment manufacturers in the technology
industry and NASA. DNE expects to expand its contract manufacturing services
business for its existing commercial customers and to add additional commercial
customers in the future. In fiscal 1997, DNE's sales to customers other than
departments of the U.S. government accounted for 35.4% of DNE's sales, compared
to 33.6% in fiscal 1996 and 17.7% in fiscal 1995.
As discussed in Item 7, "Management Discussion and Analysis of Financial
Condition and Results of Operations," DNE experienced a decline in revenues and
profitability in fiscal 1997, which has led to a recent restructuring of its
operations to reduce costs and focus development on new commercial product
initiatives.
REFRACTORY PRODUCTS AND SERVICES
GENERAL
The Company, through Refraco, which owns all of the capital stock of Adience
(which includes Adience's wholly-owned subsidiary, Refraco UK), is the sixth
largest worldwide manufacturer and supplier of refractory products and services,
primarily for use in the production of iron and steel, glass, aluminum, cement
and in the co-generation industry. Refractory products are minerals or man-made
compounds that retain their form, strength and chemical characteristics when
subjected to extremely high temperatures under varying conditions. They are used
in virtually every industrial process requiring heating or containment of a
solid, liquid or gas at high temperatures. Although certain refractories have
been known to last as long as ten years, due to the extreme environment under
which they must perform, the majority of refractory products have short useful
lives and must be replaced frequently. Refraco has manufacturing and
installation facilities in the United States, England, Scotland, Belgium, France
and Canada, allowing the Company to meet the needs of a worldwide customer base
in both the capital project (initial installation) and consumable (replacement)
markets for refractory products and services.
REFRACTORY PRODUCTS AND SERVICES
The Company manufactures a wide range of refractory products and specializes
in producing refractory materials that are custom designed for specific
industrial applications and customers. The principal products are monolithic
(unformed) refractory materials, and formed products such as slide gates, bottom
pour refractories and bricks and blocks. The Company also provides installation
and maintenance services for its customers. Monolithic refractory materials are
cement-like materials that are mixed with water on the customer's premises and
applied to surfaces exposed to high temperatures. Slide
8
gates and bottom pour refractories are pre-formed units that allow the discharge
of molten metal from the bottom of the furnace, rather than from the top,
resulting in reduced iron and steel impurities. The Company manufactures a wide
range of bricks and blocks, which are used to line industrial furnaces, and
manufactures and installs refractory products in capital (i.e., new or rebuild)
projects, as well as for replacement (i.e., consumable). Because of the high
temperatures involved in the manufacturing and movement of molten iron and other
molten materials, the equipment employed in such processes must utilize linings
made of refractory products, which deteriorate and must be repaired or replaced
frequently. The largest customer for the Company's products and services is the
iron and steel industry, followed by the glass, aluminum, cement and
co-generation industries.
Certain of Refraco's refractory products are used to line furnaces, troughs,
runways and other surfaces exposed to molten metal or the molten tin used in the
float glass method of production. All of these products are manufactured
according to customer specifications. In addition, certain of Refraco's
refractory products are distinguished by their resistance to corrosion.
Corrosion resistance is particularly important in the glass industry where,
unlike the steel industry, certain refractory products are designed to last for
up to 10 years.
The manufacturing process for specialty refractory products involves the
mixing and, in some cases, the kiln firing of various raw materials,
particularly fireclays and minerals such as bauxites, aluminas and magnesite.
Adience operates seven principal refractory plants located near major industrial
centers in the United States and Canada. The Hepworth Business operates ten
principal refractory plants located near major industrial centers in Great
Britain, Belgium, France and Canada. The Company designs its refractory products
for specific applications and customer needs.
Refraco also provides a variety of services, primarily to its iron and steel
customers: it installs refractory products manufactured by it and others; it
provides on-site maintenance of refractory products; and it rebuilds coke ovens.
The ability to react quickly to customer requests for products or installation
and maintenance services is particularly important in the refractory industry
because of the extremely high cost of manufacturing downtime in the iron and
steel industry. Consequently, Adience maintains refractory service facilities
located near its major customers in the United States and Canada. The Hepworth
Business maintains similar facilities in the U.K. and in Belgium. Each facility
has the equipment and skilled staff required for the installation and
maintenance of refractory products. Other personnel required for installation
projects are hired on an as-needed basis from readily available local union
labor pools and are employed only for the duration of each job.
The Company's primary strategy in the refractories business segment is to
exploit synergies and cross-marketing opportunities resulting from Refraco's
assimilation of the operations of Adience and the recently acquired Hepworth
Business. One of Refraco's strategic initiatives is to increase sales of its
expanded line of products and services into the downstream steel making phase of
integrated iron and steel mills in North America. Historically, Adience has
supplied its products and services primarily to the iron making and handling
area of North American integrated iron and steel mills. The steel ladle and
continuous casting phases of such mills utilize substantially greater amounts of
refractory products than Adience's traditional area of focus and, therefore,
represent a potential area for sales growth. The Hepworth Acquisition provides
Adience with an expanded product range, which should permit the Company to
penetrate the downstream steel making phase of North American integrated steel
mills. Another of Refraco's strategic initiatives is to emphasize the use of
Adience's shotcrete technology in the installation of its unformed refractory
materials and to migrate this technology for use in refractory installations for
customers of the Hepworth Business. This shotcrete technology permits a lower
cost and faster installation of monolithic refractory materials in applications
previously dominated by brick refractories. Additionally, Adience is developing
robotic application equipment permitting the installation of refractories at
higher temperatures than currently possible, thereby resulting in less facility
downtime. The Company intends to migrate this robotic technology to customers of
the Hepworth Business. The
9
Company also intends to exploit consolidation opportunities arising out of the
Refraco UK Acquisition in the research and development, materials procurement
and facilities operations areas.
MARKETING AND DISTRIBUTION
The iron and steel industry has historically been the major consumer of the
refractories segment's products and services. For fiscal 1996 and on a pro forma
basis (taking into account the operations of the Hepworth Business) for fiscal
1997, sales to the iron and steel industry accounted for 73% and 63.1%,
respectively, of refractory product net sales. Other customers for Refraco's
specialty refractory materials are the glass, aluminum, cement and co-generation
industries. The Company also sells its refractory products to other refractory
contractors and buys refractory products produced by other manufacturers in
performing its contracting services.
Within the iron and steel industry, Adience's principal customers have
traditionally been the largest companies in the industry. USX-US Steel Group,
Inc., Bethlehem Steel Corporation and LTV Steel Company, Inc. together accounted
for approximately 33.6% and 32.3% of the net sales of this business segment for
fiscal 1996 and 1997, respectively. USX-US Steel Group, Inc. alone accounted for
15.2% and 16.1% of this business segment's net sales during fiscal 1996 and
1997, respectively. Each of the other companies accounted for less than 10% of
this business segment's net sales during such periods. The Hepworth Business has
long-standing relationships with iron and steel, aluminum and glass companies in
Europe, North America and the Far East. On average, relationships of the
Hepworth Business with its major customers are longer than 20 years. Excepting
British Steel, which represents approximately 15% of the sales of the Hepworth
Business during fiscal 1997, no other customer represents over 10% of such sales
during such period. Marketing of Adience's products and services is conducted by
a sales force working out of 15 sales offices located in eight states and
Canada. The Hepworth Business sales teams for major project work are headed by a
director or senior sales manager with appropriate technical support. In general,
the sales process involves combining product specialists with geographic sales
teams on a customer by customer basis. The Hepworth Business also has a number
of commercial and technical teams based in the U.K. and in Belgium that are
dedicated to each major industry and that work closely with geographic sales
personnel. The Hepworth Business also sells the Company's products through a
network of local agents operating in over 40 countries.
Product produced by Adience and the Hepworth Business generally is delivered
directly to end users. A small number of stocking distributors are used in the
international (non-U.K.) markets, and the Hepworth Business maintains two
warehouse operations in the U.K. The warehouse operations carry limited product
lines and largely supply monolithic and other consumable items to customers who
operate small furnaces, as well as to independent contractors.
RAW MATERIALS
In manufacturing its specialty refractory products, Adience uses more than
100 different raw materials which come from a variety of sources, the majority
of which are obtained within the United States. The Hepworth Business similarly
uses more than 100 different raw materials and obtains those raw materials from
around the world. Some of the more important raw materials used in the
refractories business segment are alumina, bauxite, magnesite, silicon carbide,
andalusite, calcium aluminate cements and clays. The number of sources of supply
varies with each raw material and certain key raw materials, such as zirconia
and andalusite, are found in a limited number of locations. The Company believes
that it is not dependent in its manufacturing processes on any one source of
supply. The Company anticipates coordinating and consolidating its procurement
activities with respect to the requirements of its Adience operations and the
Hepworth Business, thereby realizing cost savings and efficiencies.
10
FOREIGN SALES
Adience's refractory business has a plant in Smithville, Ontario, that
supplies both the Canadian and U.S. markets. Adience's net export sales during
fiscal 1997 to customers outside the United States and Canada were $5.0 million,
or 4.7% of net sales. Approximately 98% of Adience's sales during fiscal 1997
were to customers based in North and Central America. During fiscal 1997, the
Hepworth Business sales to its customers based in Europe, Asia, North, Central
and South America and Africa were 65%, 20%, 10% and 5%, respectively. The
accompanying consolidated financial statements provide information about the
Company's domestic and foreign operations.
BUSINESS STRATEGY
The Company believes that the significant international manufacturing and
sales distribution operations realized through the Refraco UK Acquisition,
including Refraco's comprehensive range of refractory products and services and
its sales and manufacturing presence in over 40 countries, together with the
cost savings and cross-marketing of products, services and customer
opportunities presented by the combination of the operations of Adience and the
Hepworth Business, positions it to grow Refraco's revenues and increase its
profitability and cash flow.
The Company's strategy in the refractories business is to (i) take advantage
of the Refraco UK Acquisition and the resulting opportunities for cost
reductions and cross-marketing of the customers, products and services in the
Adience business and the Hepworth Business, (ii) continue development of
innovative value-added products (including shotcrete and robotic gunning
equipment and processing) and (iii) take advantage of strategic acquisition
opportunities in the refractories industry.
COMPETITION
In the production of refractory materials, Adience competes with a number of
companies in the United States, including North American Refractories Co.,
Harbison Walker, A.P. Green Industries, Inc., National Refractories Co. and
American Premier Refractories & Chemicals, Inc., some of which have greater
resources than Adience. Adience's primary competitors in the installation of
refractory products are in-house employees of iron and steel companies and also
regional refractory service contractors which, unlike Adience, do not engage in
the production of such materials. Other major refractory producers typically
contract with these regional companies to install the product, or their
customers install the products themselves. Competition is based primarily on
service, price and product performance. The Company believes that its ability to
produce, install and maintain its refractory products without dependence upon
third parties strengthens its competitive position.
In the international markets, Refraco manufactures and sells to the alumino
silicate, basic, carbon, silica and specialty refractory product sectors.
Refraco competes with those few companies (such as Veitsch-Radex/Didier of
Austria and Harbison-Walker of the United States) that supply the broad range of
materials offered by Refraco, since most refractory suppliers in the
international market tend to focus on a limited number of specific product
sectors.
RESEARCH AND DEVELOPMENT
In response to the changing requirements of the telecommunications industry,
Superior established, during the fourth quarter of fiscal 1997, a product
development center. This 29,150 square foot facility is located in Kennesaw,
Georgia (within 15 miles of Superior's corporate headquarters) 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 trunking
applications both in LANs as well as telephone networks. Initial delivery of
these products is expected in the latter part of fiscal 1998. Superior also has
development projects underway for performance enhanced copper-based wire
products that are designed to meet the existing
11
and future needs of the telephone companies. 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 is also developing extensions of its UTP product line, such as patch
cords for use in connecting Superior products within premises and 25-pair UTP
cables for certain data transmission applications. Superior believes its ability
to capitalize on new product offerings will be enhanced by the establishment of
its product development center. Further, Superior intends to continue to explore
and exploit new product development opportunities to meet the needs of its
customers.
Constant revisions to industry processes and chemistries require changes in
refractory products to meet customer demand. Adience maintains research and
development facilities in South Webster, Ohio and Snowshoe, PA for improving
existing refractory products and installation methods and developing new
products for existing and new markets. The Hepworth Business has a research and
development staff based in facilities at Worksop, Manuel, St. Ghislain and
Buzancais. The staff works closely with the production staff and customers to
ensure quality standards are maintained and improved. Key areas of current
development work include process development, product improvement and new
product areas. Recent developments include the introduction of a new generation
of ceramic ladle valve refractories for steel making and an
environmentally-friendly alternative to magnesia chrome bricks, widely used in
glass making industries. In addition, research and development personnel work
closely with customers to improve product quality and lower costs. As a result
of the Refraco UK Acquisition, the Company expects to consolidate certain
research and development activities currently servicing its refractories
business.
In order to compete for contracts, DNE frequently invests its own funds on
research and development in order to determine the financial and practical
feasibility of manufacturing the products. DNE is currently in the process of
developing an integrated multiplexer with expanded capabilities from its
existing products for use in both the commercial and military markets.
Alpine's research and development expense during fiscal 1995, 1996 and 1997
amounted to $1.6 million, $2.5 million and $3.4 million, respectively.
Although the Company currently holds certain trademarks, licenses and
patents, none is considered to be material to its businesses.
12
EMPLOYEES
As of April 30, 1997, Alpine employed 3,809 people, including 1,478 in the
telecommunications wire and cable business, 2,186 in the refractories business,
130 in the data communications and electronics business and 15 at Alpine's
corporate offices.
The number of individuals employed in the refractories business does not
reflect members of the building trades, who are hired by Adience as required.
Approximately 1,801 persons employed in the refractory business and
approximately 405 persons employed in the telecommunications wire and cable
business are represented by unions. All of the collective bargaining agreements
in the United Kingdom, Belgium and France, and two such agreements in the United
States, will expire within one year [during the next fiscal year]. Such
agreements cover 75% of all employees in the refractories business segment.
Alpine considers relations with its employees to be satisfactory.
ENVIRONMENTAL MATTERS
Alpine's manufacturing operations are subject to extensive and evolving
federal, foreign, state and local environmental and land use laws and
regulations relating, among other things, to the storage, handling, disposal,
emission, transportation and discharge of hazardous substances, materials and
waste products and often imposing stringent permitting requirements. Compliance
with these laws and regulations has not been material to the operations,
business or financial results of Alpine and has not had a material effect upon
its capital expenditures, earnings or competitive position. However, violation
of or non-compliance with such laws or regulations, even if inadvertent, could
result in an adverse impact on the operations, business or financial results of
Alpine.
Operations of Alpine and certain of its predecessors have resulted in
releases of hazardous substances or wastes at sites currently or formerly owned
or operated by Alpine. Alpine is presently involved in investigatory and
remedial activities at certain sites, some of which are being conducted under
the oversight of governmental authorities. In connection with certain
acquisitions and divestitures, Alpine has also assumed responsibility for and
indemnified purchasers against certain liabilities associated with
contamination, if any, existing at certain current and former facilities.
Soil and groundwater at Superior's Brownwood, Texas facility has been found
to be contaminated with volatile organic compounds as a result of operations at
the facility which management believes occurred prior to Superior's acquisition
of the facility. Superior has developed and filed for approval with the Texas
Natural Resource Conservation Commission a remediation plan. Based upon work
completed and investigations performed to date, the Company believes that the
cost of this remediation will not be in excess of $0.5 million. Pursuant to an
agreement between Superior and the former owner of the facility, the Company has
been reimbursed for approximately 85% of the costs incurred to date in
connection with the investigation and remediation of this facility, and is
entitled to reimbursement of future expenses at percentages ranging from 85% to
25% (depending on the time at which such expenses are incurred), subject to an
aggregate expense reimbursement of not less than 75%.
In connection with the sale of a facility in Woburn, Massachusetts formerly
owned by and currently under lease to DNE (which conducts no operations at such
facility, but rather subleases the facility to a third party), low levels of
volatile organic compounds were discovered in shallow groundwater. DNE has
assumed responsibility for this contamination pursuant to an indemnity granted
to the purchaser of the facility, which indemnity is in turn guaranteed by
Alpine. This facility has been designated as a non-priority site by the
Massachusetts Department of Environmental Protection ("MDEP") which granted a
waiver to Alpine allowing it to proceed with further investigation and, if
necessary, remediation, of the groundwater contamination without MDEP oversight,
subject to certain conditions. Based on the results of a comprehensive site
investigation completed during May 1996, it appears that no remedial activities
are warranted, and the required filings with the MDEP have been made so
certifying.
13
In connection with the sale of its former East Windsor, Connecticut facility
and pursuant to Connecticut property transfer laws, the Company was required by
the Connecticut Department of Environmental Protection to develop a plan to
investigate the existence of contamination, if any, at that facility. The
Company has developed and is implementing the required investigative plan. Based
upon information available to date, Alpine does not believe that fulfilling its
obligations with respect to the East Windsor facility will have a material
adverse effect on its operations, business or financial results.
Certain Adience and recently acquired Hepworth Business facilities contain
areas which, in the past, have been used for the disposal of waste materials
generated by facility operations, some of which may contain elements or
compounds classified as hazardous or otherwise regulated under environmental
laws or which may otherwise cause environmental contamination. If it is
determined that past disposal or facility operations practices have resulted in
releases of regulated contaminants to soil or groundwater, investigation and
remediation of such contamination may be required. If substantial environmental
contamination is found at any or all of the Adience or Hepworth Business
facilities, it could have a material adverse effect on the operations, business
and financial results of Alpine.
14
ITEM 2. PROPERTIES
Alpine conducts its principal operations at the facilities set forth below:
LOCATION SQUARE FOOTAGE LEASED/OWNED
- ------------------------------------------------------------------------ -------------- -----------------------
TELECOMMUNICATIONS WIRE AND CABLE
MANUFACTURING FACILITIES
Brownwood, Texas...................................................... 328,000 Leased (expires 2013 )
(subject to five-year
renewals)
Tarboro, North Carolina............................................... 295,000 Owned
Winnipeg, Manitoba.................................................... 190,000 Owned
Elizabethtown, Kentucky............................................... 163,000 Owned
Kennesaw, Georgia..................................................... 29,000 Leased (expires 2002 )
CORPORATE OFFICE
Atlanta, Georgia...................................................... 30,600 Leased (expires 2001 )
Depending on product mix, aggregate capacity in Superior's four facilities
in this segment currently ranges from 95 to 100 bcf. Each of the facilities is
operating at utilization rates in excess of 90%. Facilities in this segment are
suitable and adequate for the business being conducted. Capital spending plans
for the operations in this segment are primarily designed to keep up with
current technology, to increase capacity in existing product lines and for cost
reduction initiatives.
LOCATION SQUARE FOOTAGE LEASED/OWNED
- ------------------------------------------------------------------------ --------------- -----------------------
DATA COMMUNICATIONS AND ELECTRONICS
Wallingford, Connecticut.............................................. 65,000 Leased (expires 2007 )
15
DNE's facility in Wallingford, Connecticut is adequate and suitable for the
businesses being conducted and operates at a utilization rate of between 70% and
75%.
LOCATION SQUARE FOOTAGE LEASED/OWNED
- ----------------------------------------------------------------------- -------------- ------------------------
REFRACTORIES
NORTH AMERICAN MANUFACTURING FACILITIES
Washington, Pennsylvania............................................. 201,881 Owned
Snow Shoe, Pennsylvania.............................................. 171,425 Owned
South Webster, Ohio.................................................. 125,082 Owned
Crown Point, Indiana................................................. 79,116 Owned
Altoona, Pennsylvania................................................ 47,260 Owned
Smithville, Ontario.................................................. 47,000 Owned
Canon City, Colorado................................................. 44,286 Owned
Johnstown, Pennsylvania.............................................. 30,000 Owned
Hamilton, Ontario.................................................... 18,000 Leased (expires 2004)
UK MANUFACTURING FACILITIES
Manuel............................................................... 1,068,497 Owned
Worksop.............................................................. 454,203 Owned
Loxley............................................................... 364,669 Leased (expires 2012)
Bawtry............................................................... 219,841 Owned
Newton Cap........................................................... 15,220 Owned
CONTINENTAL EUROPE MANUFACTURING FACILITIES
St.Ghislain, Belgium................................................. 537,763 Owned
Libos, France........................................................ 257,902 Owned
Hautrage, Belgium.................................................... 240,196 Owned
Buzancais, France.................................................... 183,459 Owned
CORPORATE OFFICES
Carnegie, Pennsylvania............................................... 77,500 Owned
EUROPEAN CORPORATE OFFICES
Alfreton, UK......................................................... 4,000 Leased (expires 2001)
The corporate headquarters for Adience's operations are located in a
facility which is also used for warehousing. The Hepworth Business also leases
office facilities in Milan, Italy, Duisburg, Germany, Buzancais, France and
Singapore.
Depending on product mix, capacity in the refractories segment ranges from
650,000 to 700,000 tons of refractory products. The facilities are operating at
various utilization rates with an overall utilization between 50% and 55%.
Facilities in this segment are adequate and suitable for the business. Capital
spending plans are primarily designed to modify existing product lines.
LOCATION SQUARE FOOTAGE LEASED/OWNED
- ---------------------------------------------------------------------------- -------------- --------------------
CORPORATE OFFICES
New York, New York........................................................ Leased (expires
5,375 2002)
ITEM 3. LEGAL PROCEEDINGS
Adience's J.H. France unit, which was merged into Adience in December 1991,
has been named as a party in approximately 3,400 pending lawsuits, some of which
contain both multiple claimants and multiple defendants, filed in twelve
jurisdictions principally by employees and former employees of certain
16
customers of J.H. France and involving approximately 10,000 claimants, alleging
in certain cases that a single product, a plastic insulating cement manufactured
more than 20 years ago by J.H. France, caused them to suffer from asbestosis
related diseases and in other cases alleging that products manufactured or sold
by J.H. France caused silica related diseases. The majority of the lawsuits seek
monetary damages ranging from $20,000 each, which is the minimal jurisdictional
requirement for personal injury cases in a majority of the applicable
jurisdictions, to $1.0 million each. J.H. France and its insurance carriers
historically have settled these lawsuits, typically for an average amount per
case of less than the minimum amount stated. Otherwise, J.H. France has been
dismissed from certain of these lawsuits by agreement or upon application to the
Court. Punitive damages have also been claimed in some cases.
In addition to the lawsuits against J.H. France, Adience, as successor in
interest to BMI Inc. ("BMI"), has been named a party in approximately 500
similar pending lawsuits, some of which contain both multiple claimants and
multiple defendants, filed in the States of Pennsylvania, Ohio, Michigan, West
Virginia, Wisconsin, Kentucky, Indiana and North Dakota, principally by
employees and former employees of certain customers of BMI and involving
approximately 5,500 claimants, alleging that products produced by BMI caused
silicosis in such persons, and in other cases alleging products manufactured or
sold by BMI caused asbestos related diseases in such persons. The majority of
such lawsuits seek monetary damages ranging from $20,000 each, which is the
minimal jurisdictional requirement for personal injury cases in a majority of
such state courts, to $1.0 million each. Adience and its insurance carriers
historically have settled these lawsuits, typically for an average amount per
case of less than the minimum amount stated. Otherwise, Adience has been
dismissed from certain of those lawsuits by agreement or upon application to the
Court. Punitive damages have also been claimed in some cases.
Virtually all of the J.H. France and BMI claims discussed above, as well as
all costs of defense for such cases, are covered by insurance. The J.H. France
and BMI claims are covered by insurance policies issued by different insurance
companies.
The insurance companies which had issued policies covering the J.H. France
cases initially denied coverage for these claims. In June 1993, the Supreme
Court of Pennsylvania held that the insurance policies covering the claims in
these J.H. France cases covered liabilities and defense costs up to the amounts
of the limits of the respective policies, without regard to the period of time
said policies were in effect. In addition to primary and excess liability
policies, J.H. France purchased an excess "umbrella" policy which is the subject
of pending litigation. An appeal is pending of a lower court ruling that the
insurer may declare the excess umbrella policy void.
Based upon Adience's experience in obtaining dismissals or settlements in
closed cases, Adience anticipates, although no assurance can be given, that the
expected costs and liabilities in all pending cases will be adequately covered
by insurance and that the aggregate limits on the insurance policies in effect
exceed the liabilities and defense costs which will be incurred in the 3,400
J.H. France cases and in the 500 BMI cases.
The Company and certain of its subsidiaries are defendants in other
lawsuits, certain of which lawsuits are insured claims arising in the ordinary
course of the operations of the Company and such subsidiaries; and none of which
lawsuits management believes will have a material adverse effect on the
operations, financial condition or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Alpine did not submit any matter to a vote of security holders during the
fourth quarter of the fiscal year ended April 30, 1997.
17
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
(a) Market Information
Alpine's Common Stock, $0.10 par value (the "Alpine Common Stock"), has been
listed on the New York Stock Exchange (the "NYSE") under the symbol AGI since
October 11, 1996. Prior to that time, the Alpine Common Stock traded on the
American Stock Exchange. The following table sets forth the range of high and
low daily closing sales prices for the Alpine Common Stock for the last two
fiscal years on the NYSE since October 11, 1996 and on the American Stock
Exchange prior to such date.
HIGH LOW
----- ---
Fiscal 1996
First Quarter..................................................................................... 6 1/2 4 1/4
Second Quarter.................................................................................... 6 3/4 4 3/16
Third Quarter..................................................................................... 5 3/4 3 5/8
Fourth Quarter.................................................................................... 4 3/8 3 5/16
Fiscal 1997
First Quarter..................................................................................... 5 3/4 4
Second Quarter.................................................................................... 7 9/16 4 3/8
Third Quarter..................................................................................... 8 3/4 6 1/2
Fourth Quarter.................................................................................... 9 3/8 7 1/2
(b) Holders
The Company's transfer agent is American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005.
At July 10, 1997, 16,984,481 shares of Alpine Common Stock were issued and
outstanding, and there were approximately 6,000 record holders thereof.
(c) Dividends
Alpine has no recent history of paying dividends and does not currently
intend to declare dividends on the Alpine Common Stock in the foreseeable
future. Any payment of future dividends and the amounts thereof will be
dependent upon the Company's earnings, financial requirements and other factors,
including contractual obligations.
ITEM 6. SELECTED FINANCIAL DATA
HISTORICAL FINANCIAL DATA
Set forth below are certain selected historical consolidated financial data
of Alpine. This information should be read in conjunction with the Consolidated
Financial Statements of Alpine 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, each of the fiscal years in the five-year period
ended April 30, 1997 are derived from the audited consolidated financial
statements of Alpine.
18
FISCAL YEAR ENDED APRIL 30, (1)
----------------------------------------------------------
1993 1994 1995 1996 1997
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATION DATA:
Net sales............................................ $ 27,897 $ 68,510 $ 198,135 $ 524,113 $ 579,794
Cost of goods sold................................... 15,915 56,250 169,125 453,785 477,791
---------- ---------- ---------- ---------- ----------
Gross profit....................................... 11,982 12,260 29,010 70,328 102,003
Selling, general and administrative.................. 10,482 12,168 20,487 35,148 40,833
Amortization of goodwill............................. 395 2,292 1,527 2,658 3,054
---------- ---------- ---------- ---------- ----------
Operating income (loss)............................ 1,105 (2,200) 6,996 32,522 58,116
Interest income...................................... 209 242 345 2,146 2,023
Interest (expense)................................... (2,301) (2,363) (8,197) (27,795) (22,995)
Gain on sale of subsidiary stock..................... -- -- -- -- 80,397
Other income (expense), net.......................... (1,469) (506) 28 22 505
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations before
income taxes..................................... (2,456) (4,827) (828) 6,895 118,046
Provision for income taxes........................... -- (68) (348) (1,676) (53,103)
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations before
minority interest................................ (2,456) (4,895) (1,176) 5,219 64,943
Minority interest in earnings of subsidiary.......... -- -- -- -- 8,097
---------- ---------- ---------- ---------- ----------
Income (loss) from continuing operations........... (2,456) (4,895) (1,176) 5,219 56,846
Loss from discontinued operations(2)................. (8,377) (25,236) (4,868) (2,213) --
---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary (loss).......... (10,833) (30,131) (6,044) 3,006 56,846
Extraordinary (loss) on early extinguishment of
debt............................................... (1,262) (47) -- (4,856) (20,126)
---------- ---------- ---------- ---------- ----------
Net income (loss)................................ $ (12,095) $ (30,178) $ (6,044) $ (1,850) $ 36,720
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) PER SHARE OF COMMON STOCK:
Income (loss) from continuing operations........... $ (0.32) $ (0.38) $ (0.11) $ 0.23 $ 3.04
(Loss) from discontinued operations................ (0.94) (1.78) (0.27) (0.12) --
Extraordinary (loss) on early extinguishment of
debt............................................. (0.14) -- -- (0.27) (1.09)
Preferred stock redemption premium................. -- -- -- -- (0.28)
---------- ---------- ---------- ---------- ----------
Net income (loss) per share of common stock........ $ (1.40) $ (2.16) $ (0.38) $ (0.16) $ 1.67
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital...................................... $ 7,256 $ 24,594 $ 7,080 $ 50,679 $ 134,967
Total assets......................................... 27,998 113,796 233,778 354,904 588,224
Total debt........................................... 13,651 43,745 119,179 209,777 310,824
Preferred stock...................................... 4,677 6,177 17,250 11,758 1,927
Total stockholders' equity........................... 10,602 47,998 44,658 43,136 54,426
- ------------------------
(1) Alpine's results of operations have been significantly impacted by
acquisitions in fiscal 1994, 1995 and 1996. On November 11, 1993, Alpine
acquired Superior for $60.8 million in a combination of cash and Alpine
Common Stock. On December 21, 1994, Alpine acquired Adience for $10.7
million in a combination of cash, Alpine 8% Preferred Stock and PolyVision
Corporation common stock. On May 11, 1995, Alpine's subsidiary, Superior,
completed the Alcatel Acquisition for $103.4 million in cash.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
19
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(2) In July 1995, Alpine completed the spin-off of its information display
segment, PolyVision Corporation, which consisted of Alpine PolyVision Inc.
("APV"), Posterloid Corporation and Information Display Technologies, Inc.
The results of operations for this segment have been reflected as (loss)
from discontinued operations for all the periods presented. See Note 7 to
Alpine's Consolidated Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Alpine, through its subsidiaries, Superior TeleCom and Refraco, operates in
three industry segments. Superior TeleCom, a 50.1% owned subsidiary (see Note 5
to the accompanying Consolidated Financial Statements) operates in the following
industry segments: (i) copper wire and cable products for telecommunications
applications through its subsidiary, Superior, and (ii) data communications and
electronics products and systems for defense, governmental and commercial
applications through its subsidiary, DNE. Refraco, the Company's wholly-owned
subsidiary, provides refractory products and services for the iron and steel,
glass, aluminum, cement and co-generation industries. Refraco includes the
operations of Adience (which was acquired on December 21, 1994) and Refraco UK
(which was acquired on April 15, 1997 -- See Note 6 to the accompanying
Consolidated Financial Statements).
RESULTS OF OPERATIONS
The following comparative table includes operating statement data for Alpine
on an industry segment basis. Such industry segment operating data is presented
on an historical reporting basis for the years ended April 30, 1995, 1996 and
1997. Further, pro forma operating data for fiscal 1995 is also included in the
table to reflect the impact of the Adience and Alcatel Acquisitions as if they
occurred on May 1, 1994. Such pro forma data, which incorporates the historical
results of the Alcatel Business and Adience prior to their respective
acquisition by Alpine (along with certain pro forma adjustments), is presented
to provide comparability in analyzing industry segment operating data for fiscal
1995. The pro forma data is not necessarily indicative of the results that would
have been achieved had such acquisitions actually occurred on May 1, 1994, nor
are they necessarily indicative of Alpine's future results.
FISCAL YEAR ENDED APRIL 30,
--------------------------------------------------
1995 1996 1997
------------------------ ----------- -----------
HISTORICAL PRO FORMA HISTORICAL HISTORICAL
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
Net sales
Telecommunications wire and cable................................ $ 136.6 $ 340.8 $ 384.2 $ 442.5
Data communications and electronics.............................. 27.9 27.9 26.2 21.3
Refractories..................................................... 33.6 100.9 113.7 116.0
----------- ----------- ----------- -----------
Combined net sales........................................... 198.1 469.6 524.1 579.8
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Gross profit(1)(2)
Telecommunications wire and cable................................ $ 14.2 $ 28.4 $ 39.6 $ 74.1
Data communications and electronics.............................. 8.2 8.2 7.9 5.5
Refractories..................................................... 6.6 18.4 22.8 22.4
----------- ----------- ----------- -----------
Combined gross profit........................................ 29.0 55.0 70.3 102.0
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
20
FISCAL YEAR ENDED APRIL 30,
--------------------------------------------------
1995 1996 1997
------------------------ ----------- -----------
HISTORICAL PRO FORMA HISTORICAL HISTORICAL
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
Selling, general and administrative expense(3)
Telecommunications wire and cable................................ $ 5.1 $ 6.2 $ 8.3 $ 9.6
Data communications and electronics.............................. 6.5 6.5 5.8 5.9
Refractories..................................................... 5.7 16.0 15.0 15.6
Corporate........................................................ 3.2 3.2 6.0 9.7
----------- ----------- ----------- -----------
Combined selling, general and administrative expense......... 20.5 31.9 35.1 40.8
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Amortization of goodwill (4)
Telecommunications wire and cable................................ $ 1.0 $ 1.4 $ 1.5 $ 1.7
Data communications and electronics.............................. -- -- -- --
Refractories..................................................... 0.5 1.2 1.2 1.4
----------- ----------- ----------- -----------
Combined amortization of goodwill............................ 1.5 2.6 2.7 3.1
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Operating income (3)
Telecommunications wire and cable................................ $ 8.1 $ 20.8 $ 29.9 $ 62.8
Data communications and electronics.............................. 1.7 1.7 2.0 (0.4)
Refractories..................................................... 0.4 1.2 6.6 5.4
Corporate........................................................ (3.2) (3.2) (6.0) (9.7)
----------- ----------- ----------- -----------
Combined operating income.................................... 7.0 20.5 32.5 58.1
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
AS A PERCENTAGE OF NET SALES
------------------------------------------------------------
Supplemental Data:
Gross margin
Telecommunications wire and cable............................... 10.4% 8.3% 10.3% 16.7%
Data communications and electronics............................. 29.4 29.4 30.2 25.8
Refractories.................................................... 19.6 18.2 20.1 19.3
Combined gross margin........................................... 14.6 11.7 13.4 17.6
Operating income margin
Telecommunications wire and cable............................... 5.9% 6.1% 7.8% 14.2%
Data communications and electronics............................. 6.1 6.1 7.6 (1.9)
Refractories.................................................... 1.2 1.2 5.8 4.7
Combined operating income margin................................ 3.5 4.4 6.2 10.0
- ------------------------
(1) Cost of goods sold has been reduced by $4.5 million in fiscal 1995 to
reflect changes in historical depreciation resulting from Alpine's
allocation of the purchase price for the Superior, Adience and Alcatel
Acquisitions.
(2) Cost of goods sold has been further reduced by $2.5 million in fiscal 1995
to reflect reduced operating expenses and other charges at Superior and
Adience resulting primarily from the reduction in headcount at the Alcatel
Business and the elimination of charges for non-recurring inventory write-
downs at Adience. At the time of the Adience Acquisition, Alpine management
determined that certain Adience product lines would be discontinued. Adience
recorded a charge to reduce the carrying value of the related inventory to
net realizable value, which charge has been eliminated in the pro forma
results presentation.
(3) Selling, general and administrative expense has been adjusted to reflect
changes to historical depreciation expense and eliminate expenses incurred
by Adience, Superior and the Alcatel Business which would not have been
incurred if the related acquisition had occurred on May 1, 1994. The
elimination
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
21
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
of these expenses amounted to $11.2 million in fiscal 1995, of which $9.1
million represented elimination of management fees and allocated
administrative fees incurred by the Alcatel Business.
(4) Amortization of goodwill has been adjusted to reflect changes resulting from
Alpine's allocation of the purchase price for the Superior, Adience and the
Alcatel Acquisitions.
SUPPLEMENTAL DATA FOR THE TELECOMMUNICATIONS WIRE AND CABLE SEGMENT:
Copper is a significant raw material component of Superior's finished
products. Fluctuations in the price of copper affect per unit product pricing
and related revenues. However, the cost of copper has not had a material impact
on Superior's profitability due to contractually mandated copper-based price
adjustments contained in Superior's customer sales contracts. The Company
believes that the following supplemental comparative data, which is based upon a
constant copper cost of $1.00 per pound for the indicated periods, provides
additional meaningful information concerning Superior's sales and its gross
margin percentage.
UNAUDITED PRO FORMA OPERATING
DATA
-------------------------------
FISCAL YEARS ENDED APRIL,
-------------------------------
1995 1996 1997
--------- --------- ---------
Net sales............................................................................ $ 327.6 $ 350.4 $ 431.9
Gross profit......................................................................... 28.4 39.6 74.1
Gross margin percentage.............................................................. 8.7% 11.3% 17.1%
SUPERIOR--RESULTS OF OPERATIONS
Superior achieved substantial growth in revenues and profitability in both
fiscal 1997 and fiscal 1996. This growth was attributable to increased unit
volume sales as well as improved market prices for its telecommunications wire
and cable products.
In fiscal 1997, Superior's net sales were $442.5 million representing an
increase of $58.3 million, or 15.2%, as compared to fiscal 1996 net sales of
$384.2 million. Comparative fiscal 1996 net sales reflected a similar trend,
increasing by 12.7%, or $43.4 million, as compared to fiscal 1995 pro forma net
sales. The comparative increase in fiscal 1997 and fiscal 1996 net sales
adjusted to a constant copper cost of $1.00 per pound was 23.2% and 7.0%,
respectively (see "Supplemental Data" for Superior included elsewhere herein).
The increase in net sales in both fiscal 1997 and fiscal 1996 resulted from
a number of factors including: (1) the increased demand in recent years for
copper wire and cable products due to both the growth in new copper-based
telephone access lines and increased maintenance spending by several of
Superior's major telephone company customers; (2) an increase in Superior's
market share in both fiscal 1996 and fiscal 1997 under new multi-year supply
agreements entered into during such periods; and (3) the impact of price
increases instituted during the latter half of fiscal 1996 on substantially all
of Superior's long term supply agreements (which supply agreements comprise in
excess of 90% of Superior's net sales). To keep pace with the growth in demand
and increased market share, Superior has increased its annual production
capacity (measured in billions of conductor feet or "bcf") from approximately 80
bcf in fiscal 1995 (on a pro forma basis) to approximately 97 bcf at the end of
fiscal year 1997. Superior intends to further increase its bcf production
capability in fiscal 1998 as required to meet additional anticipated product
demand and market share growth (see "Financial Condition and Liquidity" for
discussion of fiscal 1998 capital expenditure initiatives).
22
Along with the increase in revenues in fiscal 1997 and fiscal 1996, Superior
also achieved substantial growth in gross profit and a significant increase in
its gross margin percentage during such fiscal periods. In fiscal 1997, gross
profit increased $34.5 million, or 87.1%, to $74.1 million, as compared to
fiscal 1996 gross profit of $39.6 million. The comparative increase in gross
profit in fiscal 1996 was $11.2 million, or 39.4%, as compared to fiscal 1995
pro forma gross profit. The gross margin percentage for fiscal 1995 (pro forma),
1996 and 1997 based on (i) net sales as reported and (ii) net sales adjusted to
constant copper price of $1.00 per pound (see "Supplemental Data" for Superior )
was as follows:
GROSS MARGIN PERCENTAGE
BASED ON:
--------------------------
PRO FORMA ADJUSTED
NET SALES NET SALES
------------- -----------
Fiscal 1995................................................................................ 8.3% 8.7%
Fiscal 1996................................................................................ 10.3% 11.3%
Fiscal 1997................................................................................ 16.7% 17.1%
Superior has generated sequentially improving gross margins for each fiscal
quarter during the past two fiscal years, beginning with the first quarter of
fiscal 1996 (which was the period in which the acquisition of the Alcatel
Business was completed). The increasing gross margin for the past two fiscal
years is attributable to a combination of factors, including: (i) the
aforementioned price increases instituted primarily during the latter half of
fiscal 1996 on substantially all of Superior's existing customer contract
business; (ii) higher market prices on new long term supply agreement awards
entered into in fiscal 1996 and fiscal 1997; (ii) manufacturing cost reductions
resulting from the integration of the Alcatel Business and from capital
expenditure initiatives focused on production efficiencies; and (iv) improved
cost absorption resulting from higher sales volume. Market prices for the
Company's telephone wire and cable products stabilized during the latter half of
fiscal 1997 and management does not foresee any material changes in market
prices in the near future. However, the Company plans to continue to invest in
cost reduction projects to further its improvement in gross margin in fiscal
1998 and future years.
Selling, general and administrative expenses ("SG&A expenses") increased
from $6.2 million on a pro forma basis in fiscal 1995 to $8.3 million and $9.6
million in fiscal 1996 and fiscal 1997, respectively. The increase in SG&A
expenses in fiscal 1996 and fiscal 1997 was attributable to (i) costs associated
with incremental sales and marketing staff to support the increased level of
sales activity, (ii) expansion of administrative activities, particularly in the
area of information systems to support the level of growth and the integration
of the Alcatel Business operations, and (iii) in fiscal 1997, the expansion of
product development activities, including establishment and staffing of a
product development facility in the fourth quarter of fiscal 1997.
Commensurate with the growth in net sales and gross profit. Superior's
operating income increased substantially in both fiscal 1997 and fiscal 1996.
Operating income in fiscal 1997 was $62.8 million, representing an increase of
110.0%, as compared to fiscal 1996 operating income of $29.9 million. The
comparative growth in fiscal 1996 operating income was $9.1 million or 43.8% as
compared to pro forma fiscal 1995 operating income. During this same period,
operating income as a percentage of net sales increased from 6.1% in fiscal 1995
(pro forma) to 7.8% and 14.2% in fiscal 1996 and fiscal 1997, respectively.
DNE--RESULTS OF OPERATIONS
During fiscal 1997, DNE experienced declining sales and profitability
associated with a slowdown in government procurement of DNE's military and
electronic products and a decline in DNE's contract manufacturing activities
related to overall softness in the semi-conductor equipment manufacturing
sector. As a result, DNE's comparative net sales declined $4.9 million in fiscal
1997 and operating income decreased from $2.0 million in fiscal 1996 to an
operating loss of $0.4 million in fiscal 1997. In fiscal 1996,
23
DNE's comparative revenues declined by 6.1% as compared to fiscal 1995; however,
as a result of operating expense reductions, fiscal 1996 comparative operating
income actually increased by approximately $0.4 million as compared to fiscal
1995.
DNE has taken recent actions to reduce its manufacturing and general and
administrative overhead by approximately $2.0 million (on an annual basis). DNE
has also reallocated engineering resources toward developing enhancements to its
multiplexer product line to provide for broader product application
opportunities. The Company expects that, with the recent introduction of new
products, government sales levels will improve in the future and that the trend
of lower sales will be reduced or reversed which, when coupled with the
aforementioned overhead cost reductions, should result in a near term
improvement in DNE's profitability.
REFRACO--RESULTS OF OPERATIONS
Refraco's net sales were $116.0 million for fiscal 1997 representing an
increase of $2.3 million, or 2.0%, as compared to fiscal 1996 net sales. The
increase in net sales resulted primarily from the contribution of $8.4 million
in net sales from the Refraco U.K. operations, acquired on April 15, 1997 (see
Note 6 to the accompanying consolidated financial statements). Net sales of the
U.S. operations of Refraco declined by $6.1 million, or 5.4%, to $107.6 million
in fiscal 1997 as compared to $113.7 million in fiscal 1996.
The decline in net sales of the U.S. operations resulted primarily from a
slowdown in activities during the second half of fiscal 1997 throughout the
operations. In particular, the Furnco construction division, which specializes
in the rebuilding of coke ovens, and the specialty refractory block products
division, which serves the plate glass industry, experienced a decline in net
sales in the second half of fiscal 1997. A further factor contributing to the
fiscal 1997 decline in net sales was a continuing strike at one of the Company's
customer facilities.
Refraco's fiscal 1996 net sales were $113.7 million, representing an
increase of $12.8 million, or 12.7%, over pro forma fiscal 1995 net sales of
$100.9 million. Approximately $6.0 million of the fiscal 1996 pro forma net
sales increase was attributable to increased activity in the Furnco construction
division and approximately $3.0 million was attributable to higher sales of
refractory block products to the plate glass industry. The remainder of the
fiscal 1996 comparative sales increase resulted from a number of factors,
including favorable market conditions with modest increases in demand,
introduction of new products and the entry into new geographic markets,
including international markets.
Refraco's gross profit for fiscal 1997 was $22.4 million representing a
decrease of $0.4 million, or 1.8%, as compared to the $22.8 million in gross
profit in fiscal 1996. The fiscal 1997 gross margin was 19.3%, as compared to a
gross margin of 20.1% in fiscal 1996. After adjusting gross profit and gross
margin to eliminate the impact of the Refraco UK Acquisition, gross profit and
gross margin in fiscal 1997 was $21.1 million and 19.6%, respectively. The
comparative decrease in the fiscal 1997 gross margin resulted primarily from the
aforementioned reduction in sales in the Furnco construction division which
contributes higher gross margins as compared to Refraco's other divisions.
Refraco's gross profit for fiscal 1996 was $22.8 million representing an
increase of $4.4 million, or 23.9%, as compared to pro forma gross profit of
$18.4 million in fiscal 1995. Refraco's gross margin increased to 20.1% for
fiscal 1996, as compared to 18.2% (pro forma) for fiscal 1995. The comparative
gross margin improvement in fiscal 1996 was due primarily to the elimination of
unprofitable product lines and cost reductions in Refraco's specialty block
division, and a proportional increase in revenues from Refraco's Furnco
construction division which, as previously noted, contributes higher gross
margins as compared to Refraco's other divisions.
Refraco's SG&A expense for fiscal 1997 was $15.6 million representing an
increase of $0.6 million, or 4.0%, as compared to $15.0 million in fiscal 1996.
After eliminating the increase resulting from the Refraco
24
UK Acquisition, SG&A decreased by $0.5 million, or 3.3%, to $14.5 million in
fiscal 1997. The decrease in SG&A expense resulted principally from savings
achieved from the consolidation of corporate facilities and functions and the
elimination of expense associated with lower production and sales levels.
Refraco's SG&A expense for fiscal 1996 was $15.0 million representing a
decline of $1.0 million, or 6.3%, as compared to fiscal 1995 pro forma SG&A
expenses of $16.0 million. Refraco's lower SG&A expenses in fiscal 1996 resulted
from reductions in corporate staffing associated with the completion of an
overall corporate reorganization and a reduction in sales and marketing staff
associated with a consolidation of its sales force across product lines and
markets.
Refraco's operating income for fiscal 1997 was $5.4 million representing a
decrease of $1.2 million, or 18.2%, as compared to $6.6 million in fiscal 1996.
After eliminating the effect of the Refraco UK Acquisition, fiscal 1997
operating income was $5.3 million representing a decrease of $1.3 million, or
19.7%, as compared to fiscal 1996. The decrease in operating income resulted
primarily from the reduction in net sales and gross margin in fiscal 1997,
offset somewhat by lower SG&A expense.
Refraco's operating income for fiscal 1996 was $6.6 million representing an
increase of $5.4 million, or 450.0%, as compared to pro forma operating income
of $1.2 million in fiscal 1995. Refraco's improved operating profit was
attributable to higher sales, reductions in cost and overhead and elimination of
unprofitable product lines.
CONSOLIDATED RESULTS OF OPERATIONS
The growth in net sales of the Company's telecommunications wire and cable
segment and its refractories segment resulted in fiscal 1997 comparative
consolidated net sales increasing by 10.6% to $579.8 million. In fiscal 1996,
net sales of $524.1 million reflected an increase over fiscal 1995 pro forma net
sales of $469.6 million, or 11.6%, which increase was also attributable to the
growth in sales of telecommunications wire and cable products and refractory
products. The fiscal 1996 increase in net sales as compared to fiscal 1995
historical net sales amounted to 164.6% and was largely attributable to the
revenues associated with the acquisition of the Alcatel Business and the
acquisition of Adience.
The increase in net sales, along with an associated increase in the
telecommunications wire and cable segment's gross margins, gave rise to a
consolidated comparative increase in gross profit of $31.7 million, or 45.1%, in
fiscal 1997 and $15.3 million, or 27.8%, in fiscal 1996 (as compared to fiscal
1995 pro forma results).
Consolidated SG&A expense in fiscal 1997 was $40.8 million, reflecting an
increase of $5.7 million, or 16.2%, as compared to fiscal 1996. The major
components of this increase included $1.3 million in higher SG&A expenses in the
telecommunications wire and cable segment (discussed separately herein) and a
$2.7 million increase in corporate expenses reflecting primarily (i) incremental
separate public company related expenses incurred by Superior TeleCom since
completion of the Offering, and (ii) an increase in variable based accounting
charges for certain stock and performance option grants made in prior years,
which charges were substantially impacted by the increase in the per share
market value of the Company's common stock in fiscal 1997. In fiscal 1996, SG&A
expense increased by $3.2 million, or 10.0%, as compared to fiscal 1995 pro
forma SG&A expense. This increase was attributable to an increase in corporate
expenses and in operating expenses of the telecommunication wire and cable
segment.
As a result of the increase in consolidated net sales and gross margin,
operating income increased in fiscal 1997 by $25.6 million, or 78.8%, as
compared to fiscal 1996. The increase in operating income in fiscal 1996 as
compared to pro forma fiscal 1995 operating income was $12.0 million, or 58.5%,
which was also attributable to the fiscal 1996 increase in net sales and gross
margins. The actual operating income recorded in fiscal 1995 was $7.0 million,
which differs from the pro forma operating income for such period of $20.5
million due to the aforementioned pro forma impact of the Alcatel Business
operations and the acquisition of Adience.
25
Consolidated interest expense for fiscal 1997 was $23.0 million,
representing a decrease of $4.8 million, or 17.3%, as compared to consolidated
interest expense of $27.8 million for fiscal 1996. The decrease in consolidated
interest expense reflected primarily the reduction in borrowing costs resulting
from the Reorganization and associated refinancing of a substantial portion of
the Company's outstanding debt at lower effective interest rates (see Notes 5
and 10 to the accompanying Consolidated Financial Statements).
Consolidated interest expense in fiscal 1996 of $27.8 million represented an
increase of $19.6 million over fiscal 1995 interest expense of $8.2 million.
This increase was due primarily to interest cost associated with debt assumed in
the Adience acquisition and debt incurred in connection with the acquisition of
the Alcatel Business.
In October 1996, the Company completed the sale of 6,900,000 shares
(amounting to 49.9% of the outstanding shares) of its Superior TeleCom
subsidiary (see Note 5 to the accompanying Consolidated Financial Statements).
Net cash proceeds from the sale amounted to approximately $101.6 million and
resulted in a pre-tax gain of $80.4 million which was recorded as non-operating
income. Current and deferred income tax expense related to this transaction of
$39.0 million has been included in the Company's provision for income taxes.
Thus, on an after tax basis, the net gain on sale of subsidiary stock in fiscal
1997 amounted to $41.4 million, or $2.24 per share.
In fiscal 1997, the provision for income tax expense was $53.1 million.
Included in the fiscal 1997 income tax provision was $39.0 million related to
the gain on sale of subsidiary stock. Excluding income taxes associated with
such gain, the fiscal 1997 effective tax rate would have been 37.5%. This
compares with fiscal 1996 income tax expense of $1.7 million, representing an
effective tax rate of 24.3%. The lower effective tax rate in fiscal 1996 was due
to the availability of tax loss carryforwards not previously recognized to
offset substantially all of the Company's federal income tax liability during
such period.
As a result of the aforementioned sale of a 49.9% interest in the common
stock of Superior TeleCom, a minority interest charge of $8.1 million was
recorded in fiscal 1997, representing the minority stockholders' interest in
Superior TeleCom's net income from October 17, 1996 (date of Superior's initial
public offering), through the end of the fiscal year.
Fiscal 1997 net income from continuing operations was $56.8 million ($3.04
per share). However, excluding the after tax gain on sale of subsidiary stock,
net income for fiscal 1997 was $15.4 million ($0.80 per share). Fiscal 1996 net
income from continuing operations was $5.2 million ($0.23 per share). The
comparative increase in net income from continuing operations for fiscal 1997
was due to the significant increase in operating income and somewhat lower
interest expense, offset partially by minority interest charges and higher
incremental tax rates. The fiscal 1996 comparative increase of $6.4 million in
net income from continuing operations from $1.2 million loss from continuing
operations for fiscal 1995 was due primarily to the impact of the acquired
Alcatel Business operations and the acquisition of Adience, partially reduced by
an increase in interest expense on acquisition related debt.
DISCONTINUED OPERATIONS
The loss from discontinued operations recorded in fiscal 1995 and fiscal
1996 related to the dividend distribution of a substantial portion of the
Company's common equity ownership in PolyVision Corporation. As a result of the
distribution, the operations of PolyVision Corporation were reported as
discontinued operations.
EXTRAORDINARY ITEM
In fiscal 1997, the Company incurred an after tax extraordinary loss of
$20.1 million on the early extinguishment of debt as compared with $4.9 million
in fiscal 1996. The extraordinary losses related to major refinancings which
were completed in both fiscal 1996 and fiscal 1997. See Note 10 to the
accompanying Consolidated Financial Statements.
26
LIQUIDITY AND CAPITAL RESOURCES
For the twelve months ended April 30, 1997, the Company generated $37.9
million in cash flow from operating activities, consisting of $59.0 million in
cash flow generated from operations (net income plus non-cash charges) less
$21.1 million in cash flow used for working capital changes. Cash used for
investing activities amounted to $122.8 million which included $13.9 million in
capital expenditures and $101.1 million used in the Refraco UK acquisition (see
Note 6 to the accompanying consolidated financial statements). Cash provided by
financing activities amounted to $105.4 million, consisting of $156.4 million in
long-term borrowings, $68.8 million in borrowings under the Company's revolving
credit facilities and $62.7 million in net cash proceeds from the sale of
subsidiary stock, offset by $140.1 million in repayments of long-term
borrowings, $8.3 million in debt issuance costs, $15.0 million used for
repurchases of the Company's preferred stock and $20.0 million used for the
repurchase of Company and subsidiary treasury shares.
As discussed in Note 5 to the accompanying consolidated financial
statements, in October 1996 the Company completed the Reorganization involving
two of its wholly owned subsidiaries, Superior and DNE. In connection with the
Reorganization, Superior TeleCom (a new wholly owned subsidiary) became the
parent company of Superior and DNE and (i) completed an initial public offering
of 49.9% of its outstanding common stock for net proceeds of $101.6 million and
(ii) entered into a $150.0 million revolving credit facility of which net
proceeds of approximately $116.7 million were borrowed as of the date of
completion of the initial public offering. Net proceeds from these transactions
aggregating $205.0 million were paid to Alpine. The completion of the initial
public offering and related transactions resulted in the Company's ownership of
Superior TeleCom being reduced to 50.1%. Cash proceeds received by Alpine from
these transactions (net of applicable income taxes) along with $45.0 million in
borrowings under an interim bank credit facility were applied as follows: (i)
$48.5 million was used to repay in full the Company's existing revolving credit
facility; (ii) $143.5 million was used to redeem at a premium $131.9 million
face amount ($122.3 million recorded amount) of the Senior Notes; (iii) $15.6
million was used to redeem Alpine convertible preferred stock; and (iv) the
balance was added to Alpine's cash, cash equivalents and marketable securities
reserves.
As a result of the aforementioned transactions, the Company substantially
reduced the outstanding Senior Notes balance which carried an effective interest
rate of 14.5%, resulting in a material reduction in the Company's cost of
borrowings and interest expense. As of April 30, 1997, the remaining balance of
Senior Notes outstanding amounted to $21.1 million principal amount ($19.4
million recorded amount).
As discussed in Note 6 to the accompanying consolidated financial
statements, in April 1997 the Company formed Refraco, a new holding company for
its refractory segment, and acquired the Hepworth Business for a purchase price
of approximately $106.0 million. Refraco (and its subsidiaries) entered into
credit facilities aggregating $190 million, with the proceeds thereunder used to
complete the Refraco UK Acquisition and repay the $45.0 million balance
outstanding under the aforementioned interim credit facility. Included in the
Refraco credit facilities is a $35.0 million revolving credit arrangement, of
which $5.8 million was drawn at April 30, 1997.
At April 30, 1997, the Company's consolidated long term debt was $310.8
million, with the components of such debt, on an entity basis, consisting of the
following:
(in)
Long term debt obligation of: millions
Refraco and subsidiaries....................................... $ 170.0
Superior TeleCom and subsidiaries.............................. 121.3
Alpine corporate............................................... 19.5
-----------
$ 310.8
-----------
-----------
The Company, on a consolidated basis, had $37.4 million in cash, cash
equivalents and marketable securities at April 30, 1997. Of such amount, $4.9
million was maintained by Refraco and subsidiaries, $1.1 million by Superior
TeleCom and subsidiaries, and $31.4 million at the Alpine corporate level. In
addition
27
to the Alpine corporate cash, cash equivalents and marketable securities, Alpine
also holds approximately 6,470,000 shares (representing 50.1% common share
ownership) of Superior TeleCom (NYSE:SUT) which, based on the closing price on
July 22, 1997, had a market value of approximately $205.4 million and a
consolidated carrying value as recorded by the Company (net of minority
interest) of approximately $22.1 million. Superior TeleCom common stock owned by
Alpine with a market value of $60.0 million is pledged as collateral to secure
certain debt of Refraco.
As of April 30, 1997, Superior TeleCom had approximately $38.3 million in
excess funds availability under its revolving credit facility. Superior
TeleCom's principal debt service commitments over the next 12 months amount to
$0.4 million and management anticipates that capital expenditures of $9.0-$12.0
million will be required over such period. Superior TeleCom has typically
generated substantial cash flows from operating activities. Since the
Reorganization in October 1997, Superior TeleCom's cash flows from operating
activities approximated $25.8 million. Management anticipates that Superior
TeleCom will be able to generate sufficient cash flows from operating activities
to meet its commitments (including principal debt service and capital
expenditures). However, should any shortfall arise due to working capital
fluctuations or other factors, funds available under the revolving credit
facility should be sufficient to cover any such shortfall.
At April 30, 1997, Refraco had $29.2 million in excess funds available under
its revolving credit facility and an additional $4.9 million in cash and cash
equivalents. Refraco's principle debt service commitments over the next twelve
months amount to $2.7 million. Management also anticipates capital expenditures
over the next twelve months of $10.0-$15.0 million of which approximately $6.0
million consist of specifically identified cost reduction initiatives and are
not of a recurring nature. The Company anticipates that it will generate
positive cash flow from its operating activities, and that such cash flows along
with availability under its revolving credit facility and its cash and cash
equivalents should be sufficient to meet the aforementioned obligations over the
next twelve month period.
The above mentioned refinancings of Superior TeleCom and Refraco resulted in
a reduction of direct debt obligations at the Alpine corporate level to $19.4
million at April 30, 1997. However, the Superior TeleCom and Refraco credit
arrangements include restrictions and/or limitations on dividends or other
payments made by such subsidiaries to Alpine. For the next twelve month period,
Alpine expects to fund its corporate activities (which includes approximately
$6.0 million in estimated cash corporate overhead expenses and $2.5 million in
interest expense) from allowable management fees payable by its subsidiaries to
Alpine and from interest income, with any shortfall funded from Alpine's
existing corporate cash, cash equivalents and marketable securities reserves.
EXCEPT FOR THE HISTORICAL INFORMATION HEREIN, THE MATTERS DISCUSSED IN THIS
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,
THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, AND CHANGING ECONOMIC
CONDITIONS, INCLUDING CHANGES IN SHORT TERM INTEREST 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
Alpine's consolidated financial statements at April 30, 1996 and 1997 and
for each of the three years in the period ended April 30, 1997 and the report of
the independent 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.
28
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this Item is incorporated herein by reference to
Alpine'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 ("Alpine's Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to
Alpine'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
Alpine's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to
Alpine's Proxy Statement.
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) The Company filed one Report on Form 8-K during the fourth quarter of
fiscal 1997. The report, dated April 15, 1997 and filed April 30, 1997, reported
the Hepworth Acquisition and the Refraco Credit Agreement and Term Loan
Agreement entered into in connection therewith. On June 27, 1997, the Company
filed Amendment No. 1 to the foregoing Report on Form 8-K/A which, among other
things, included financial statements of the business acquired and unaudited pro
forma condensed combined financial statements of the Company.
ITEM 14(C) EXHIBITS
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
2(a) 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(b) 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(c) 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 (the "1996 10-K")
29
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
2(d) Agreement and Plan of Merger, dated as of December 21, 1994, as amended, by
and among Information Display Technology, Inc., IDT PolyVision Acquisition
Corp., IDT Posterloid Acquisition Corp., The Alpine Group, Inc.,
Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated herein by
reference to Exhibit 2 to Amendment No. 1 to Alpine's Statement on
Schedule 13D relating to its beneficial ownership of equity securities of
Information Display Technology, Inc. dated December 28, 1994)
2(e) Amendment to the Agreement and Plan of Merger, dated as of December 21,
1994, by and among Information Display Technology, Inc., IDT PolyVision
Acquisition Corp., IDT Posterloid Acquisition Corp., The Alpine Group,
Inc., Alpine/ PolyVision, Inc. and Posterloid Corporation (incorporated
herein by reference to Exhibit 1 to Amendment No. 2 to Alpine's Statement
on Schedule 13D relating to its beneficial ownership of equity securities
of Information Display Technology Inc. dated May 5, 1995)
2(f) Amended and Restated Stock Purchase Agreement, dated as of October 11, 1994,
by and among The Alpine Group, Inc. and certain stockholders of Adience,
Inc. ("Adience") as listed therein, as amended (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated
January 5, 1995)
2(g) Share Purchase Agreement, dated April 15, 1997, between Hepworth R. and M.
Holdings Limited, Hepworth P.L.C., Refraco Holdings Limited and Alpine
(incorporated herein by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated April 15, 1997 (the "April 1997 8-K"))
3(a) Certificate of Incorporation of Alpine (incorporated herein by reference to
Exhibit 3(a) to the Annual Report on Form 10-K of Alpine for the year
ended April 30, 1995 (the "1995 10-K"))
3(b) Amendment to the Certificate of Incorporation of Alpine (incorporated herein
by reference to Exhibit 3(aa) of Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 33-53434) of Alpine,
as filed with the Commission on May 12, 1993)
3(c) Certificate of the Powers, Designations, Preferences and Rights of the 9%
Cumulative Convertible Preferred Stock of Alpine (incorporated herein by
reference to Exhibit 1 to the Quarterly Report on Form 10-Q of Alpine for
the quarter ended January 31, 1989)
3(d) Certificate of the Powers, Designations, Preferences and Rights of the 9%
Cumulative Convertible Senior Preferred Stock of Alpine (incorporated
herein by reference to Exhibit 3(c) to the Annual Report on Form 10-K of
Alpine for the fiscal year ended April 30, 1992 ("1992 10-K"))
3(e) Certificate of the Powers, Designations, Preferences and Rights of the 8.5%
Cumulative Convertible Senior Preferred Stock of Alpine (incorporated
herein by reference to Exhibit 3(e) to the Annual Report on Form 10-K of
Alpine for the fiscal year ended April 30, 1994)
3(f) Certificate of the Powers, Designations, Preferences and Rights of the 8%
Cumulative Convertible Senior Preferred Stock of the Company (incorporated
herein by reference to Exhibit 3(f) to the 1995 10-K)
30
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
3(g) By-laws of Alpine (incorporated herein by reference to Exhibit 3(g) to the
1995 10-K)
4(a) Indenture, dated as of July 15, 1995, by and among Alpine, Adience, Superior
Telecommunications Inc., Superior Cable Corporation and Marine Midland
Bank ("Marine Midland"), as trustee (incorporated herein by reference to
Exhibit 10(ee) to the 1995 10-K)
4(b)* Supplemental Indenture to the above Indenture, dated as of October 2, 1996,
among Alpine, Superior, Adience, Superior Cable Corporation and Marine
Midland, as trustee
4(c)* Second Supplemental Indenture to the above Indenture, dated as of January
31, 1997, among Alpine, Superior, Adience, Superior Cable Corporation and
Marine Midland, as trustee
4(d) Pledge Agreement, dated as of July 21, 1995, by and between Alpine and
Marine Midland (incorporated herein by reference to Exhibit 10(ff) to the
1995 10-K)
4(e)* Amendment, dated as of October 2, 1996, between Alpine and Marine Midland,
as trustee, to the above Pledge Agreement
4(f)* Amendment No. 2, dated as of January 27, 1997, between Alpine and Marine
Midland, as trustee, to the above Pledge Agreement
4(g) Indenture, dated as of June 30, 1993, between Adience, Inc. ("Adience") and
IBJ Schroder Bank & Trust Company ("IBJ"), as trustee (incorporated herein
by reference to Registration Statement No. 33-72024 of Adience, Inc.)
4(h) Supplemental Indenture, dated as of July 21, 1995, to Indenture by and
between Adience and IBJ dated as of June 30, 1993 (incorporated herein by
reference to Exhibit 10(cc) to the 1995 10-K)
10(a) Amended and Restated 1984 Restricted Stock Plan of Alpine (incorporated
herein by reference to Exhibit 10.5 to Form S-4 (Registration No. 33-9978)
of Alpine, as filed with the Commission on October 5, 1993 (the "S-4
Registration Statement")
10(b) Amended and Restated 1987 Long Term Equity Incentive Plan of Alpine
(incorporated herein by reference to Exhibit 10.4 to the S-4 Registration
Statement)
10(c) 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 (incorporated herein by reference to Exhibit 1 to the Current
Report on Form 8-K of Alpine dated March 2, 1992 (the "March 1992 8-K"))
10(d) Loan Agreement, dated as of February 13, 1992, by and among Alpine, DNE and
the Connecticut Development Authority (incorporated herein by reference to
Exhibit 3 to the March 1992 8-K)
10(e) Agreement and Plan of Merger by and between Alpine and Superior TeleTec
Inc., dated as of June 17, 1993 and amended on September 24, 1993
(incorporated herein by reference to Exhibit 2 to the S-4 Registration
Statement)
31
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
10(f) Exchange Agreement, dated June 17, 1993 by and among Alpine, PV Partners,
Suez Ventures, EUROC, and Samuel Montagu Finance (incorporated herein by
reference to Exhibit 10.1 to the S-4 Registration Statement)
10(h) Amended and Restated Debt Exchange Agreement, dated as of October 11, 1994,
among Alpine and certain debtholders of Adience as listed therein (as
amended through April 14, 1995) (incorporated herein by reference to
Exhibit 10(k) to the 1995 10-K)
10(j) Lease Agreement by and between ALP(TX) QRS 11-28, Inc., and Superior TeleTec
Transmission Products, Inc., dated as of December 16, 1993 (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(k) 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 1995 10-K)
10(l) 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 10-K)
10(m) Third Amendment to Lease Agreement, dated as of October 2, 1996, by and
between ALP(TX) QRWS 11-28, Inc. and Superior Telecommunications Inc.
(incorporated herein by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 (Registration No. 333-09933) of Superior TeleCom, as
filed with the Commission on August 9, 1996, as amended (the "TeleCom
S-1"))
10(n) Amended and Restated Debt Exchange Agreement, dated as of October 11, 1994,
among Alpine and certain debtholders of Adience as listed therein (as
amended through April 14, 1995) (incorporated herein by reference to
Exhibit 10(k) to the 1995 10-K)
10(o) Amendment dated as of June 30, 1995, to Amended and Restated Debt Exchange
Agreement dated as of October 11, 1994, among Alpine and certain
debtholders of Adience, as listed therein (incorporated herein by
reference to Exhibit 10(bb) to the 1995 10-K)
10(p)* Form of Amendment dated as of October 15, 1995, to Amended and Restated Debt
Exchange Agreement dated as of October 11, 1994, among Alpine and certain
debtholders of Adience, as listed therein
10(q) Note Purchase Agreement by and among Alpine, Superior TeleTec, Inc.,
Superior Cable Corporation and Nomura International Trust Company
(incorporated herein by reference to Exhibit 3 to Alpine's Current Report
on Form 8-K dated May 24, 1995)
10(r) Letter Agreement, dated May 24, 1995, by and between Alpine and PolyVision
Corporation ("PolyVision") relating to $5,000,000 credit commitment
(incorporated herein by reference to Exhibit 10(m) to 1995 10-K)]
32
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
10(s) Purchase Agreement, dated as of July 14, 1995, by and among Alpine, Adience,
Superior Telecommunications Inc., Superior Cable Corporation, Merrill
Lynch & Co., Nomura Securities International, Inc. and First Albany
Corporation (incorporated herein by reference to Exhibit 10(p) to the 1995
10-K)
10(t) Employment Agreement, dated as of April 26, 1996, by and between Alpine and
Steven S. Elbaum (incorporated herein by reference to Exhibit 10(q) to the
1996 10-K)
10(u) Employment Agreement, dated as of April 26, 1996, by and between Alpine and
Stewart H. Wahrsager (incorporated herein by reference to Exhibit 10(r) to
the 1996 10-K)
10(v) Employment Agreement, dated as of April 26, 1996, by and between Alpine and
Bragi F. Schut (incorporated herein by reference to Exhibit 10(s) to the
1996 10-K)
10(w) Employment Agreement, dated as of April 26, 1996, by and between Alpine and
Stephen M. Johnson (incorporated herein by reference to Exhibit 10(t) to
the 1996 10-K)
10(x) Employment Agreement, dated as of April 26, 1996, by and between Alpine and
David S. Aldridge (incorporated herein by reference to Exhibit 10(u) to
the 1996 10-K)
10(y) Employment Agreement, dated as of April 26, 1996, between Superior and
Justin F. Deedy, Jr. (incorporated herein by reference to Exhibit 10.3 to
the TeleCom S-1)
10(z) Employment Agreement, dated as of October 17, 1996, between TeleCom and
Steven S. Elbaum (incorporated herein by refrence to Exhibit 10(14) to the
Quarterly Report: on Form 10-Q of Superior TeleCom, Inc. for the Quarter
ended January 31, 1997)
10(aa) Alpine Pledge Agreement, dated as of April 15, 1997, made by Alpine in favor
of Bankers Trust Company, as Collateral Agent for the benefit of the
Secured Creditors (as defined therein) (incorporated herein by reference
to Exhibit 4 to Amendment No. 1 to Alpine's Current Report on Form 8-K/A
dated June 27, 1997 (the "June 1997 8-K/A").
10(bb) First Amendment, dated as of June 11, 1997, to the Alpine Pledge Agreement
(incorporated herein by reference to Exhibit 5 to the June 1997 8-K/A).
10(cc) Guaranty, dated as of April 15, 1997, made by Alpine for the benefit of the
Secured Creditors (as defined therein) (incorporated herein by reference
to Exhibit 6 to the June 1997 8-K/A).
10(dd) First Amendment, dated as of June 11, 1997, to the Guaranty (incorporated
herein by reference to Exhibit 7 to the June 1997 8-K/A).
10(ee) Credit Agreement, dated as of April 15, 1997, among Refraco, Inc., Adience,
Refraco Holdings Limited, Hepworth Refractories (Holdings) Limited,
various banks, and Bankers Trust Company, as Administrative Agent
(incorporated herein by reference to Exhibit 2 to the April 1997 8-K).
10(ff) First Amendment, dated as of June 11, 1997, to the Credit Agreement
(incorporated herein by reference to Exhibit 8 to the June 1997 8-K/A).
33
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------
10(gg) Second Amendment, dated as of June 12, 1997, to the Credit Agreement
(incorporated herein by reference to Exhibit 9 to the June 1997 8-K/A).
10(hh) Term Loan Agreement, dated as of April 15, 1997, among Refraco Inc., various
banks, and Bankers Trust Company, as Administrative Agent (incorporated
herein by reference to Exhibit 3 to the April 1997 8-K).
10(ii) First Amendment, dated as of June 11, 1997, to the Term Loan Agreement
(incorporated herein by reference to Exhibit 10 to the 1997 8-K/A).
10(jj) Second Amendment, dated as of June 12, 1997, to the Term Loan Agreement
(incorporated herein by reference to Exhibit 11 to the June 1997 8-K/A).
10(kk) Letter Agreement between the Company and Superior TeleCom, dated October 8,
1996, relating to a capital contribution by the Company to Superior
TeleCom (incorporated herein by reference to Exhibit 10.2 to the TeleCom
S-1)
10(ll) Letter Agreement between the Company and Superior TeleCom, dated October 2,
1996, relating to tax indemnification (incorporated herein by reference to
Exhibit 10.5 to the TeleCom S-1)
10(mm) Tax Allocation Agreement among the Company, Superior TeleCom, and its
subsidiaries, dated as of October 2, 1996 (incorporated herein by
reference to Exhibit 10.9 to the TeleCom S-1)
10(nn) Exchange Agreement between the Company and Superior TeleCom, dated October
2, 1996 (incorporated herein by reference to Exhibit 10.10 to the TeleCom
S-1)
10(oo) Services Agreement, dated October 2, 1996, between the Company and Superior
TeleCom (incorporated herein by reference to Exhibit 10.4 to the TeleCom
S-1)
10(pp)* Amendment No. 1, dated as of May 1, 1997, to the Services Agreement.
10(qq) Revolving Credit Agreement among Superior TeleCom, each domestic subsidiary
of Superior TeleCom, certain lending institutions and Bankers Trust
Company, dated as of October 2, 1996 (incorporated herein by reference to
Exhibit 10.6 to the TeleCom S-1)
10(rr) Registration Rights Agreement, dated October 2, 1996, between the Company
and Superior TeleCom (incorporated herein by reference to Exhibit 10.11 to
the TeleCom S-1)
10(ss)* 1997 Interim Stock Option Plan
10(tt)* 1997 Stock Option Plan
21* List of Subsidiaries
23(a)* Consent of Arthur Andersen LLP
27* Financial Data Schedule
- ------------------------
* filed herewith
34
INDEX TO FINANCIAL STATEMENTS
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Report of independent public accountants.............................................. F-2
Consolidated balance sheets at April 30, 1996 and 1997................................ F-3
Consolidated statements of operations for the years ended April 30, 1995, 1996 and
1997................................................................................ F-4
Consolidated statements of stockholders' equity for the years ended April 30, 1995,
1996 and 1997....................................................................... F-5
Consolidated statements of cash flows for the years ended April 30, 1995, 1996 and
1997................................................................................ F-8
Notes to consolidated financial statements............................................ F-11
SCHEDULE:
Schedule I--Condensed Financial Information of Registrant (Parent Company)............ F-33
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders of
The Alpine Group, Inc.:
We have audited the accompanying consolidated balance sheets of The Alpine
Group, Inc. ("Alpine") (a Delaware corporation) and subsidiaries as of April 30,
1996 and 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended April 30, 1997. These consolidated financial statements and the financial
statement schedule referred to below are the responsibility of Alpine's
management. Our responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Alpine Group, Inc. and subsidiaries as of April 30, 1996 and 1997 and the
results of their operations and their cash flows for each of the three years in
the period ended April 30, 1997 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for the purpose 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
June 13, 1997
F-2
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30,
----------------------
1996 1997
---------- ----------
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents............................................................... $ 1,119 $ 21,606
Marketable securities................................................................... 7,713 15,807
Accounts receivable (less allowance for doubtful
accounts of $506 in 1996 and $2,631 in 1997).......................................... 60,670 119,506
Inventories............................................................................. 68,990 119,234
Other current assets.................................................................... 7,850 17,321
---------- ----------
Total current assets................................................................ 146,342 293,474
Property, plant and equipment, net........................................................ 99,425 155,484
Long-term investments and other assets.................................................... 26,403 32,388
Goodwill, net............................................................................. 82,734 106,878
---------- ----------
Total assets........................................................................ $ 354,904 $ 588,224
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................................ $ 53,167 $ 85,906
Accrued expenses........................................................................ 40,364 69,948
Current portion of long-term debt....................................................... 2,132 2,653
---------- ----------
Total current liabilities........................................................... 95,663 158,507
---------- ----------
Long-term debt, less current portion...................................................... 207,645 308,171
Minority interest in subsidiary........................................................... -- 22,094
Other long-term liabilities............................................................... 8,460 45,026
---------- ----------
Total liabilities................................................................... 311,768 533,798
---------- ----------
Commitments and contingencies
Stockholders' equity:
8% cumulative convertible preferred stock at liquidation value.......................... 9,831 --
9% cumulative convertible preferred stock at liquidation value.......................... 1,927 1,927
Common stock, $.10 par value; authorized 25,000,000 shares;
19,307,012 shares issued in 1996 and 18,834,256 shares issued in 1997................. 1,931 1,883
Capital in excess of par value.......................................................... 113,843 113,459
Cumulative translation adjustment....................................................... (82) (1,316)
Unrealized loss on securities available for sale, net of deferred tax................... -- (716)
Accumulated deficit..................................................................... (78,998) (48,048)
---------- ----------
48,452 67,189
Shares of common stock in treasury, at cost;
1996, 1,025,496 shares; 1997, 1,612,047 shares.......................................... (4,806) (12,130)
Receivable from stockholders.............................................................. (510) (633)
---------- ----------
Total stockholders' equity............................................................ 43,136 54,426
---------- ----------
Total liabilities and stockholders' equity.......................................... $ 354,904 $ 588,224
---------- ----------
---------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED APRIL 30,
----------------------------------
1995 1996 1997
---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
Net sales.................................................................... $ 198,135 $ 524,113 $ 579,794
Cost of goods sold........................................................... 169,125 453,785 477,791
---------- ---------- ----------
Gross profit............................................................... 29,010 70,328 102,003
Selling, general and administrative.......................................... 20,487 35,148 40,833
Amortization of goodwill..................................................... 1,527 2,658 3,054
---------- ---------- ----------
Operating income........................................................... 6,996 32,522 58,116
Interest income.............................................................. 345 2,146 2,023
Interest (expense)........................................................... (8,197) (27,795) (22,995)
Gain on sale of subsidiary stock............................................. -- -- 80,397
Other income, net............................................................ 28 22 505
---------- ---------- ----------
Income (loss) from continuing operations before income taxes............... (828) 6,895 118,046
Provision for income taxes................................................... (348) (1,676) (53,103)
---------- ---------- ----------
Income (loss) from continuing operations before minority interest.......... (1,176) 5,219 64,943
Minority interest in earnings of subsidiary.................................. -- -- 8,097
---------- ---------- ----------
Income (loss) from continuing operations................................... (1,176) 5,219 56,846
(Loss) from discontinued operations.......................................... (4,868) (2,213) --
---------- ---------- ----------
Income (loss) before extraordinary (loss).................................. (6,044) 3,006 56,846
Extraordinary (loss) on early extinguishment of debt......................... -- (4,856) (20,126)
---------- ---------- ----------
Net income (loss).......................................................... (6,044) (1,850) 36,720
Preferred stock dividends.................................................... (801) (1,098) (575)
Preferred stock redemption premium........................................... -- -- (5,195)
---------- ---------- ----------
Net income (loss) applicable to common stock............................. $ (6,845) $ (2,948) $ 30,950
---------- ---------- ----------
---------- ---------- ----------
Net income (loss) per share of common stock:
Income (loss) from continuing operations................................... $ (0.11) $ 0.23 $ 3.04
(Loss) from discontinued operations........................................ (0.27) (0.12) --
Extraordinary (loss) on early extinguishment of debt....................... -- (0.27) (1.09)
Preferred stock redemption premium......................................... -- -- (0.28)
---------- ---------- ----------
Net income (loss) per share of common stock.............................. $ (0.38) $ (0.16) $ 1.67
---------- ---------- ----------
---------- ---------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1995, 1996 AND 1997
8.5%
CUMULATIVE
9% CUMULATIVE 8% CUMULATIVE CONVERTIBLE
CAPITAL CONVERTIBLE CONVERTIBLE PREFERRED
COMMON STOCK IN PREFERRED STOCK PREFERRED STOCK STOCK
---------------------- EXCESS ------------------------ ---------------------- -----------
SHARES AMOUNT OF PAR SHARES AMOUNT SHARES AMOUNT SHARES
--------- ----------- --------- ----------- ----------- --------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Balance at April 30,
1994.................. 18,073,512 $ 1,808 $ 109,593 2,677 $ 2,677 -- $ -- 3,500
Compensation expense
related to stock
options and grants.... 114,579 11 377
Dividends on preferred
stock.................
Foreign currency
translation...........
Conversion of
convertible preferred
stock................. 140,000 14 736 (750) (750)
Conversion of
convertible notes..... 7,165 1 40
Exercise of stock
options............... 93,885 9 247
Shares issued for
directors' fees....... 21
Purchase of treasury
stock.................
Exchange of common stock
for preferred stock... (1,000,000) (100) (7,900) 160,000 8,000
Acquisition of Adience,
Inc................... 82,267 4,113
Repurchase of preferred
stock................. (5,787) (290)
Net (loss) for the year
ended April 30,
1995..................
--------- ----------- --------- ----- ----------- --------- ----------- -----
Balance at April 30,
1995.................. 17,429,141 $ 1,743 $ 103,114 1,927 $ 1,927 236,480 $ 11,823 3,500
--------- ----------- --------- ----- ----------- --------- ----------- -----
--------- ----------- --------- ----- ----------- --------- ----------- -----
FOREIGN TREASURY STOCK
ACCUMULATED CURRENCY ---------------------- RECEIVABLE FROM
AMOUNT DEFICIT TRANSLATION SHARES AMOUNT STOCKHOLDERS TOTAL
----------- ------------ ----------- --------- ----------- --------------- ---------
Balance at April 30,
1994.................. $ 3,500 $ (69,205) $ -- (14,511) $ (61) $ (314) $ 47,998
Compensation expense
related to stock
options and grants.... 388
Dividends on preferred
stock................. (801) (801)
Foreign currency
translation........... 144 144
Conversion of
convertible preferred
stock.................
Conversion of
convertible notes..... 41
Exercise of stock
options............... 256
Shares issued for
directors' fees....... 10,221 43 64
Purchase of treasury
stock................. (229,000) (1,211) (1,211)
Exchange of common stock
for preferred stock...
Acquisition of Adience,
Inc................... 4,113
Repurchase of preferred
stock................. (290)
Net (loss) for the year
ended April 30,
1995.................. (6,044) (6,044)
----------- ------------ ----------- --------- ----------- ----- ---------
Balance at April 30,
1995.................. $ 3,500 $ (76,050) $ 144 (233,290) $ (1,229) $ (314) $ 44,658
----------- ------------ ----------- --------- ----------- ----- ---------
----------- ------------ ----------- --------- ----------- ----- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED APRIL 30, 1995, 1996 AND 1997
8.5%
CUMULATIVE
9% CUMULATIVE 8% CUMULATIVE CONVERTIBLE
CAPITAL CONVERTIBLE CONVERTIBLE PREFERRED
COMMON STOCK IN PREFERRED STOCK PREFERRED STOCK STOCK
---------------------- EXCESS ------------------------ ---------------------- -----------
SHARES AMOUNT OF PAR SHARES AMOUNT SHARES AMOUNT SHARES
--------- ----------- --------- ----------- ----------- --------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Balance at April 30,
1995................ 17,429,141 $ 1,743 $ 103,114 1,927 $ 1,927 236,480 $ 11,823 3,500
Compensation expense
related to stock
options and
grants.............. 123,584 12 591
Loans to
stockholders........
Dividends on preferred
stock...............
Foreign currency
translation.........
Conversion of
convertible
preferred stock..... 737,476 74 3,804 (3,500)
Conversion of
convertible notes... 51,483 5 246
Exercise of stock
options............. 46,060 5 115
Shares issued for
directors' fees..... (18)
Purchase of treasury
stock...............
Retirement of Adience
11% Senior Notes.... 44,900 2,244
Adience acquisition
and debt exchange
reset............... 919,268 92 4,945 (84,731) (4,236)
PolyVision merger and
distribution........ 1,046
Net (loss) for the
year ended April 30,
1996................
--------- ----------- --------- ----- ----------- --------- ----------- -----------
Balance at April 30,
1996................ 19,307,012 $ 1,931 $ 113,843 1,927 $ 1,927 196,649 $ 9,831 --
--------- ----------- --------- ----- ----------- --------- ----------- -----------
--------- ----------- --------- ----- ----------- --------- ----------- -----------
FOREIGN TREASURY STOCK
ACCUMULATED CURRENCY ---------------------- RECEIVABLE FROM
AMOUNT DEFICIT TRANSLATION SHARES AMOUNT STOCKHOLDERS TOTAL
----------- ------------ ------------- --------- ----------- --------------- ---------
Balance at April 30,
1995................ $ 3,500 $ (76,050) $ 144 (233,290) $ (1,229) $ (314) $ 44,658
Compensation expense
related to stock
options and
grants.............. 603
Loans to
stockholders........ (196) (196)
Dividends on preferred
stock............... (1,098) (1,098)
Foreign currency
translation......... (226) (226)
Conversion of
convertible
preferred stock..... (3,500) 378
Conversion of
convertible notes... 5,000 20 271
Exercise of stock
options............. 120
Shares issued for
directors' fees..... 11,042 59 41
Purchase of treasury
stock............... (808,248) (3,656) (3,656)
Retirement of Adience
11% Senior Notes.... 2,244
Adience acquisition
and debt exchange
reset............... 801
PolyVision merger and
distribution........ 1,046
Net (loss) for the
year ended April 30,
1996................ (1,850) (1,850)
----------- ------------ ----- --------- ----------- ----- ---------
Balance at April 30,
1996................ -- $ (78,998) $ (82) (1,025,496) $ (4,806) $ (510) $ 43,136
----------- ------------ ----- --------- ----------- ----- ---------
----------- ------------ ----- --------- ----------- ----- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED APRIL 30, 1995, 1996 AND 1997
9% CUMULATIVE 8% CUMULATIVE
CAPITAL CONVERTIBLE CONVERTIBLE
COMMON STOCK IN PREFERRED STOCK PREFERRED STOCK
---------------------- EXCESS ------------------------ ---------------------- ACCUMULATED
SHARES AMOUNT OF PAR SHARES AMOUNT SHARES AMOUNT DEFICIT
--------- ----------- --------- ----------- ----------- --------- ----------- ------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Balance at April 30,
1996.................... 19,307,012 $ 1,931 $ 113,843 1,927 $ 1,927 196,649 $ 9,831 $ (78,998)
Compensation expense
related to stock options
and grants.............. 113,651 11 2,220
Loans to stockholders.....
Dividends on preferred
stock................... (575)
Foreign currency
translation.............
Redemption of preferred
stock................... (196,649) (9,831)
Preferred stock redemption
premium................. (5,195)
Exercise of stock
options................. 405,254 40 1,918
Employee stock purchase
plan.................... 8,339 1 48
Purchase of treasury
stock...................
Retirement of treasury
stock................... (1,000,000) (100) (4,570)
Unrealized loss on
securities available for
sale....................
Net income for the year
ended April 30, 1997.... 36,720
--------- ----------- --------- ----- ----------- --------- ----------- ------------
Balance at April 30,
1997.................... 18,834,256 $ 1,883 $ 113,459 1,927 $ 1,927 -- -- $ (48,048)
--------- ----------- --------- ----- ----------- --------- ----------- ------------
--------- ----------- --------- ----- ----------- --------- ----------- ------------
UNREALIZED
(LOSS) ON
FOREIGN SECURITIES TREASURY STOCK
CURRENCY AVAILABLE -------------------- RECEIVABLE FROM
TRANSLATION FOR SALE SHARES AMOUNT STOCKHOLDERS TOTAL
----------- ------------- --------- --------- --------------- ---------
Balance at April 30,
1996.................... $ (82) $ -- (1,025,496) $ (4,806) $ (510) $ 43,136
Compensation expense
related to stock options
and grants.............. 2,231
Loans to stockholders..... (123) (123)
Dividends on preferred
stock................... (575)
Foreign currency
translation............. (1,234) (1,234)
Redemption of preferred
stock................... (9,831)
Preferred stock redemption
premium................. (5,195)
Exercise of stock
options................. 1,958
Employee stock purchase
plan.................... 49
Purchase of treasury
stock................... (1,586,551) (11,994) (11,994)
Retirement of treasury
stock................... 1,000,000 4,670
Unrealized loss on
securities available for
sale.................... (716) (716)
Net income for the year
ended April 30, 1997.... 36,720
----------- ----- --------- --------- ----- ---------
Balance at April 30,
1997.................... $ (1,316) $ (716) (1,612,047) $ (12,130) $ (633) $ 54,426
----------- ----- --------- --------- ----- ---------
----------- ----- --------- --------- ----- ---------
The accompanying notes are an integral part of these consolidated statements.
F-7
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED APRIL 30,
-----------------------------------
1995 1996 1997
--------- ----------- -----------
(IN THOUSANDS)
Cash flows from operating activities:
Income (loss) from continuing operations................................... $ (1,176) $ 5,219 $ 56,846
Adjustments to reconcile income (loss) from continuing operations to net
cash provided by continuing operations:
Depreciation and amortization............................................ 6,169 12,566 14,442
Amortization of deferred debt issuance costs and accretion of debt
discount............................................................... 885 2,564 2,157
Compensation expense related to stock options and grants................. 388 603 2,231
Provision (benefit) for deferred income taxes............................ (47) (74) 16,681
Minority interest in earnings of subsidiary.............................. -- -- 8,097
Gain on sale of subsidiary stock, net of income taxes.................... -- -- (41,427)
Other, net............................................................... 30 271 --
Change in assets and liabilities, net of effects from companies acquired:
Accounts receivable.................................................... (8,001) 8,165 (4,509)
Inventories............................................................ (3,164) (975) (48)
Other current assets................................................... (659) (187) 1,134
Other assets........................................................... (2,126) (268) (1,082)
Accounts payable and accrued expenses.................................. 11,123 9,966 (13,781)
Other long-term liabilities............................................ (241) 528 (2,867)
--------- ----------- -----------
Cash provided by continuing operations....................................... 3,181 38,378 37,874
--------- ----------- -----------
Loss from discontinued operations.......................................... (4,868) (2,213) --
Adjustments to reconcile loss from discontinued operations to net cash used
for discontinued operations:
Depreciation and amortization............................................ 746 -- --
Change in net assets..................................................... (11) 1,257 --
--------- ----------- -----------
Cash used for discontinued operations.................................... (4,133) (956) --
--------- ----------- -----------
Cash (used for) provided by operating activities............................. (952) 37,422 37,874
--------- ----------- -----------
Cash flows from investing activities:
Acquisitions, net of cash acquired......................................... 802 (105,216) (101,100)
Capital expenditures for continuing operations............................. (2,635) (6,228) (13,863)
Capital expenditures for acquisition of BICC assets........................ -- (5,447) --
Investment in marketable securities........................................ 477 (6,218) (8,094)
Advances to PolyVision Corporation......................................... -- (3,086) (2,467)
Proceeds from sale of assets............................................... -- -- 3,174
Other...................................................................... 124 (222) (455)
--------- ----------- -----------
Cash (used for) investing activities......................................... (1,232) (126,417) (122,805)
--------- ----------- -----------
F-8
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED APRIL 30,
----------------------------------
1995 1996 1997
--------- ---------- -----------
(IN THOUSANDS)
Cash flows from financing activities:
Short-term borrowings (repayments).......................................... $ 20,685 $ (21,000) $ --
Borrowings under revolving credit facilities, net........................... (1,530) 16,643 68,809
Long-term borrowings of continuing operations............................... 636 281,726 156,442
Repayments of long-term borrowings of continuing operations................. (3,478) (185,776) (140,091)
Proceeds from sale of stock of subsidiary, net of income taxes.............. -- -- 62,672
Proceeds from exercise of stock options..................................... 256 120 1,835
Debt issuance costs......................................................... -- (12,573) (8,280)
Redemption of preferred stock............................................... -- -- (15,026)
Dividends on preferred stock................................................ (505) (720) (575)
Purchase of treasury shares................................................. (1,211) (3,656) (11,994)
Purchase of subsidiary common stock......................................... -- -- (8,055)
Other....................................................................... 370 (196) (319)
--------- ---------- -----------
Cash provided by financing activities......................................... 15,223 74,568 105,418
--------- ---------- -----------
Net increase (decrease) in cash and cash equivalents.......................... 13,039 (14,427) 20,487
Cash and cash equivalents at beginning of year................................ 2,507 15,546 1,119
--------- ---------- -----------
Cash and cash equivalents at end of year...................................... $ 15,546 $ 1,119 $ 21,606
--------- ---------- -----------
--------- ---------- -----------
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
THE ALPINE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED APRIL 30,
------------------------------------
1995 1996 1997
---------- ----------- -----------
(IN THOUSANDS)
Supplemental Disclosures:
Cash paid for interest................................................... $ 5,615 $ 19,810 $ 23,913
---------- ----------- -----------
---------- ----------- -----------
Cash paid for income taxes............................................... $ 287 $ 631 $ 27,741
---------- ----------- -----------
---------- ----------- -----------
Noncash investing and financing activities:
Exchange of common stock for preferred stock:
Preferred stock acquired............................................... $ 750 $ 7,736
---------- -----------
Dividends on preferred stock exchanged................................. $ 451
-----------
Common stock issued.................................................... $ 750 $ 8,915
---------- -----------
Exchange of preferred stock for common stock:
Common stock acquired.................................................. $ 8,000
----------
Preferred stock issued................................................. $ 8,000
----------
Preferred stock issued in connection with the retirement of Adience 11%
Senior Notes........................................................... $ 2,244
-----------
Acquisition of businesses:
Assets, net of cash acquired............................................. $ 107,837 $ 126,127 $ 194,856
Preferred stock issued................................................... (4,113) -- --
Contingent consideration................................................. (5,733) -- --
Liabilities assumed...................................................... (98,793) (22,718) (93,756)
---------- ----------- -----------
Net cash (paid) received................................................. $ 802 $ (103,409) $ (101,100)
---------- ----------- -----------
Conversion of notes and exchange of debentures:
Conversions and retirements of debt...................................... $ 38 $ 300
---------- -----------
Fair value of common stock issued........................................ $ 41 $ 251
---------- -----------
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
The accompanying consolidated financial statements include the accounts of
The Alpine Group, Inc. ("Alpine") and its majority-owned subsidiaries
(collectively "Alpine" or the "Company", unless the content otherwise requires).
All significant intercompany accounts and transactions have been eliminated.
Alpine was incorporated in New Jersey on May 7, 1957 and was reincorporated
in Delaware on February 3, 1987.
Alpine's operations are carried out through its two subsidiaries, Superior
TeleCom Inc. ("Superior TeleCom") and Refraco Inc. ("Refraco"). Superior
TeleCom, a 50.1% owned subsidiary (see Note 5) manufactures and sells (i)
telecommunications wire and cable products through its subsidiary Superior
Telecommunications Inc. ("Superior") and (ii) data communications and
electronics products and systems for defense, governmental and commercial
applications through its subsidiary DNE Systems, Inc. ("DNE"). Superior
manufactures copper telecommunications wire and cable products for the local
loop segment of the telecommunications network. Superior contributed 76% of
Alpine's fiscal 1997 consolidated revenues. DNE develops and manufactures data
communications and other equipment, including multiplexers for defense,
government and commercial applications and provides contract manufacturing
services to the electronics industry. DNE's revenues comprised less than 4% of
Alpine's fiscal 1997 consolidated revenues. Refraco, a wholly owned subsidiary,
manufactures and installs refractory products, which are used primarily by the
iron, steel, aluminum, glass and concrete industries. Refractory products are
consumable materials used as insulation on surfaces exposed to high temperatures
such as those generated by molten metals. Refraco operates through its
subsidiaries, Adience, Inc. ("Adience") and Refraco UK Limited ("Refraco UK"),
which was acquired on April 15, 1997 (see Note 6). Refraco contributed
approximately 20% of Alpine's fiscal 1997 consolidated revenues.
CONTRACT REVENUE RECOGNITION
Revenues related to certain of DNE's and Refraco's long-term contracts are
recognized by the percentage of completion method of accounting measured on the
basis of costs incurred to estimated total costs, which approximates contract
performance to date. Provisions for losses on uncompleted contracts are made if
it is determined that a contract will ultimately result in a loss. Recognized
revenue is that percentage of total contractual revenue that incurred costs to
date bear to estimated total costs after giving effect to the most recent
estimates of costs to complete. All other revenues are recognized when the
products are delivered or services performed.
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.
INVENTORIES
Inventories are stated at the lower of cost or market, using the first-in,
first-out ("FIFO") or average cost method.
F-11
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 terms.
Depreciation and amortization are provided over the estimated useful lives of
the assets using the straight-line method. The estimated lives are as follows:
5 to 40
Buildings and improvements........................................ years
3 to 15
Machinery and equipment........................................... 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.
GOODWILL
The excess of the purchase price over the net identifiable assets of
businesses acquired is amortized ratably over periods not exceeding 30 years.
Accumulated amortization of goodwill at April 30, 1996, and 1997 was $5.0
million and $8.1 million, respectively. Alpine periodically reviews goodwill to
assess recoverability from future operations using undiscounted cash flows, in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Impairments would be recognized in
operating results if a permanent diminution in value occurred.
DEFERRED FINANCING COSTS
The costs incurred in connection with outstanding debt financings are
included in the consolidated balance sheet in long-term investments and other
assets and are being amortized through the relevant maturity dates of the
related debt.
STOCK BASED COMPENSATION
In October 1995, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123, "Accounting for Stock-Based Compensation." The statement defines a
fair value based method of accounting for employee stock options. Companies may
elect, however, to adopt SFAS No. 123 through a pro forma disclosure option,
while continuing to apply the intrinsic value based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees." Under the disclosure option, companies must make
pro forma disclosures of net income and earnings per share, as if the fair value
method of accounting prescribed by SFAS No. 123 had been applied.
Under the SFAS No. 123 fair value method, compensation expense is measured
at the grant date based on the value of the award and is recognized over the
service (or vesting) period. Under the intrinsic value based method,
compensation expense is recognized only to the extent of the excess, if any, of
the quoted market price of the stock at grant date over the amount an employee
must pay to acquire the stock.
F-12
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Alpine has elected to continue its practice of recognizing compensation
expense for its stock option plans using the intrinsic value based method of
accounting and to provide the required pro forma information required under SFAS
No. 123 for stock options granted after May 1, 1995.
FOREIGN CURRENCY TRANSLATION
The financial position and results of operations of Alpine's foreign
subsidiaries are measured using local currency as the functional currency.
Assets and liabilities of operations 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 cumulative
translation adjustment, a component of stockholders' equity, net of income tax
expense, 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.
CONCENTRATIONS OF CREDIT RISK
During fiscal 1995, 1996, and 1997, sales to the six regional Bell operating
companies and two major independent telephone companies represented 77%, 88%,
and 91%, respectively, of Superior's net sales. At April 30, 1996 and 1997,
accounts receivable from these customers were $41.9 million, and $43.0 million,
respectively.
At April 30, 1996 and 1997, Refraco accounts receivable from customers in
the iron and steel industry were $13.1 million and $45.7 million, respectively.
USE OF ESTIMATES
Alpine'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 disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 and 1996 consolidated
financial statements to conform with the 1997 presentation.
2. MARKETABLE SECURITIES
The Company's short-term investments are comprised of marketable securities
which are all classified as trading securities and are stated at fair value. Net
unrealized holding gains and losses at fiscal year-end are included in net
income and net realized gains and losses are determined at the time of sale on
the specific identification cost basis.
F-13
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVENTORIES
The components of inventories are as follows:
1996 1997
--------- ----------
(IN THOUSANDS)
Raw materials............................................................... $ 14,885 $ 32,894
Work in process............................................................. 14,870 19,211
Finished goods.............................................................. 39,235 67,129
--------- ----------
$ 68,990 $ 119,234
--------- ----------
--------- ----------
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, consists of the following:
1996 1997
--------- ----------
(IN THOUSANDS)
Land........................................................................ $ 4,408 $ 10,988
Buildings and improvements.................................................. 26,755 41,758
Machinery and equipment..................................................... 84,712 129,412
--------- ----------
115,875 182,158
Less accumulated depreciation............................................... 16,450 26,674
--------- ----------
$ 99,425 $ 155,484
--------- ----------
--------- ----------
Depreciation expense for the years ended April 30, 1995, 1996 and 1997 was
$4.6 million, $9.9 million, and $11.4 million, respectively.
5. SALE OF SUBSIDIARY STOCK
On October 2, 1996, the Company completed a reorganization and refinancing
(the "Reorganization") of its then wholly-owned subsidiaries, Superior and DNE.
In connection with the Reorganization (i) Superior issued the Company 20,000
shares of Superior's 6% Cumulative Preferred Stock ("Superior Preferred Stock"),
par value $1.00 per share, with a liquidation preference of $1,000 per share,
(ii) Superior and DNE declared a dividend to the Company of $117.1 million,
(iii) the Company contributed all of the common stock of both Superior and DNE
to a newly-formed wholly-owned subsidiary, Superior TeleCom and (iv) Superior
TeleCom entered into a revolving credit facility (the "Superior Credit
Facility") (see Note 10), the proceeds of which were used to repay the
intercompany debt then owed to the Company and to pay $63.8 million of the
declared dividend.
On October 17, 1996, Superior TeleCom sold 6,000,000 shares of its common
stock in an initial public offering at $16.00 per share. Superior TeleCom used
the net proceeds of approximately $88.3 million to fund the repayment of $34.4
million under the Superior Credit Facility and to pay to the Company the balance
of the previously declared dividend. As a result of the offering, the Company's
ownership interest in Superior TeleCom declined to 50.1% and the Company
recorded a gain of $80.4 million ($41.4 million, or $2.24 per share, after
provision for current and deferred income taxes).
In November 1996, the underwriters of the initial public offering of
Superior TeleCom exercised their overallotment option to purchase an additional
900,000 shares of Superior TeleCom common stock at
F-14
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SALE OF SUBSIDIARY STOCK (CONTINUED)
$16.00 per share. Superior TeleCom used the net proceeds of approximately $13.3
million to repurchase 450,000 shares of its common stock for approximately $8.1
million with the balance of such proceeds being used to reduce the amount
outstanding under the Superior Credit Facility. The Superior TeleCom common
stock repurchased was then transferred to the Company in exchange for $8.1
million in liquidation value of Superior Preferred Stock. After giving effect to
the exercise of the overallotment option and the subsequent repurchase and
exchange of the Superior TeleCom common stock, the Company's ownership interest
in Superior TeleCom remained at 50.1%. On February 12, 1997, Superior redeemed
at liquidation value an additional $11.3 million principal amount of Superior
Preferred Stock.
6. ACQUISITIONS
HEPWORTH ACQUISITION
On April 15, 1997, the Company contributed all the capital stock of Adience
to Refraco, a newly formed wholly-owned subsidiary of the Company. Concurrent
with this transaction, Adience, through a newly formed wholly-owned subsidiary
Refraco UK, acquired for $101.1 million 100% of the outstanding common stock of
Hepworth Refractories (Holdings) Limited ("Hepworth"), a UK based worldwide
manufacturer of refractory products. Upon completion of the acquisition,
Hepworth changed its name to Refraco Holdings Limited ("RHL"). In connection
with the acquisition, Refraco, Adience, Refraco UK and RHL entered into a $130.0
million Senior Secured Credit Facility and a $60.0 million Secured Floating Rate
Loan Facility, the proceeds of which were used to pay the aforementioned
purchase price and to refinance approximately $45.0 million of existing debt,
with the balance available for working capital purposes. The acquisition has
been accounted for using the purchase method, and accordingly, the results of
operations of RHL have been included in the consolidated financial statements on
a prospective basis from the date of the acquisition. The purchase price was
allocated based upon estimated fair values of assets and liabilities at the date
of acquisition, and is subject to adjustment. The excess of the purchase price
over the net assets acquired was $28.7 million and is being amortized on a
straight-line basis over 30 years.
ALCATEL ACQUISITION
During fiscal 1996, Alpine, through its Superior subsidiary, completed the
acquisition (the "Alcatel Acquisition") of the U.S. and Canadian copper wire and
cable business (the "Alcatel Business") of Alcatel NA Cable Systems, Inc. and
Alcatel Canada Wire, Inc. (collectively, "Alcatel NA") for $103.4 million.
The Alcatel Acquisition was accounted for using the purchase method, and
accordingly, the results of operations of the Alcatel Business are included in
the Company's consolidated results on a prospective basis from the date of the
acquisition. The purchase price was allocated based upon estimated fair values
of assets and liabilities at the date of acquisition. The excess of the purchase
price over the fair value of the net assets acquired was $17.2 million and is
being amortized on a straight line basis over 30 years.
ADIENCE ACQUISITION
During fiscal 1995, Alpine acquired 82.3% of the outstanding common stock of
Adience which, when combined with Adience common stock previously purchased by
Alpine, resulted in Alpine owning 87.2% of Adience's outstanding common stock on
such date (the "Adience Acquisition"). The purchase price
F-15
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACQUISITIONS (CONTINUED)
consideration consisted of 82,267 shares of Alpine's 8% cumulative convertible
senior preferred stock ("8% Preferred Stock"), with a liquidation preference of
$4.1 million, 170,615 shares of PolyVision (see Note 7) common stock (subject to
a valuation reset under certain conditions) and $2.6 million in cash. On July
21, 1995, Alpine acquired the remaining 12.8% of Adience common stock for $1.8
million in cash.
During fiscal 1996 and 1997, the former Adience stockholders agreed to
exchange all of the shares of the 8% Preferred Stock received in the Adience
Acquisition and to terminate the right to receive $5.7 million in additional
consideration payable under the aforementioned valuation reset, in consideration
for the issuance by Alpine of 491,184 shares of Alpine common stock, the
delivery of 129,542 additional shares of PolyVision common stock and the payment
of $2.4 million in cash. The excess of the amount of the valuation reset
consideration due over the fair market value of the consideration issued in this
transaction was accounted for as a reduction in the purchase price of Adience's
common stock.
Also in connection with the Adience Acquisition, Alpine entered into a debt
exchange agreement with the holders of a majority of Adience's 11% Senior Notes.
The debt exchange agreement, which was completed on July 21, 1995, resulted in
Alpine retiring $44.1 million aggregate principle amount of Adience's 11% Senior
Notes ($40.1 million recorded amount) for $35.3 million in cash, 44,900 shares
of 8% Preferred Stock with a liquidation preference of $2.2 million, and 66,801
shares of PolyVision common stock (subject to a valuation reset under certain
conditions). On October 31, 1995, the former Adience note holders agreed to
exchange all of the shares of 8% Preferred Stock received in the debt exchange
and to terminate the right to receive $1.5 million in value under the valuation
reset, in consideration for the issuance by Alpine of 428,084 shares of Alpine
common stock and the delivery of 121,929 additional shares of PolyVision common
stock. The difference between the recorded value of the Adience 11% Senior Notes
and the value of the exchange consideration paid or issued by Alpine in the debt
exchange was recorded as a reduction in the purchase price for Adience's common
stock.
F-16
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACQUISITIONS (CONTINUED)
PRO FORMA FINANCIAL DATA
Unaudited condensed pro forma results of operations which give effect to the
Hepworth acquisition and Alcatel Acquisition as if both transactions had
occurred on May 1, 1995 are presented below. 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 had the acquisitions taken place
at the beginning of the periods presented or of future results of operations.
PRO FORMA
----------------------
(UNAUDITED)
----------------------
1996 1997
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net sales................................................................................. $ 787,319 $ 808,418
Income from continuing operations before income taxes..................................... 10,047 120,314
Income from continuing operations......................................................... 6,850 58,615
(Loss) from discontinued operations....................................................... (2,213) --
Extraordinary (loss) on early extinguishment of debt...................................... (4,856) (20,126)
Net income (loss) applicable to common stock.............................................. (1,317) 32,719
Net income (loss) per share of common stock:
Income from continuing operations....................................................... $ 0.32 $ 3.14
(Loss) from discontinued operations..................................................... (0.12) --
Extraordinary (loss) on early extinguishment of debt.................................... (0.27) (1.09)
Preferred stock redemption premium...................................................... -- (0.28)
---------- ----------
Net income (loss) per share........................................................... $ (0.07) $ 1.77
---------- ----------
---------- ----------
7. DISCONTINUED OPERATIONS
In fiscal 1995, Alpine adopted a plan to dispose of its information display
segment consisting of its interest in Alpine PolyVision, Inc. ("APV") and
Posterloid Corporation ("Posterloid") resulting in the historical financial
statements of Alpine being restated to reflect such operations as discontinued.
In May 1995, APV and Posterloid were merged (the "PolyVision Merger") into
PolyVision Corporation ("PolyVision") (formerly Information Display Technology,
Inc.), a subsidiary of Adience.
On June 14, 1995, Alpine distributed to its stockholders 73% of the
outstanding PolyVision common stock (the "PolyVision Spin-Off"). This
distribution, when combined with shares of PolyVision common stock used as
partial consideration in connection with the Adience Acquisition, resulted in
the ownership by Alpine of less than 20% of the outstanding shares of PolyVision
common stock. Accordingly, Alpine is accounting for its remaining interest in
PolyVision as a long-term investment (see Note 8). Because the shares of
PolyVision common stock distributed had a negative book value, Alpine's
stockholders' equity was not reduced by the PolyVision Spin-Off. During fiscal
1995 and 1996, the Company recorded a loss from PolyVision's discontinued
operations of $4.9 million and $2.2 million, respectively.
F-17
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. LONG-TERM INVESTMENTS AND OTHER ASSETS
Long-term investments and other assets consist of the following:
1996 1997
--------- ---------
(IN THOUSANDS)
Equity investment in PolyVision (a).......................................... $ 11,502 $ 10,400
Advances to PolyVision (b)................................................... 3,086 5,553
Deferred financing charges (net of accumulated amortization)................. 8,483 9,414
Other assets................................................................. 3,332 7,021
--------- ---------
$ 26,403 $ 32,388
--------- ---------
--------- ---------
- ------------------------
(a) Alpine's investment in PolyVision consists of $25.2 million face amount of
PolyVision 8% preferred stock and PolyVision common stock with a fair market
value of $0.4 million at April 30, 1997. The common stock owned by the
Company is classified as an equity security available for sale, with
unrealized gains and losses at fiscal year-end included as a component of
stockholders' equity, until realized. During fiscal 1997, the market price
of PolyVision's common stock declined resulting in the Company recording a
$716,000 reduction (net of related tax impact) in stockholders' equity. The
Company has assessed the remaining investment in PolyVision and considers it
to be fairly valued based on financial models and projections prepared by
PolyVision management. The financial models and projections are based on
assumptions which may or may not be realized. The value of this investment
will be periodically reevaluated for any impairment.
(b) Advances to PolyVision consist of the following:
(i) $5.0 million unsecured note and with interest based on Alpine's
average cost of debt (8.5% at April 30, 1997). The principal balance is due
on May 24, 2005, subject to mandatory prepayment of principal and interest,
in whole or in part, from the net cash proceeds of any public or private
equity or debt financing by PolyVision at any time before maturity. Alpine
has committed to provide financial support to PolyVision, if necessary,
during fiscal 1998. Any advances made pursuant to this committment are not
expected to be material to Alpine's financial position or liquidity.
(ii) $0.6 million unsecured note with interest at Alpine's average cost
of funds.
9. ACCRUED EXPENSES
Accrued expenses consist of the following:
1996 1997
--------- ---------
(IN THOUSANDS)
Accrued wages, salaries and employee benefits................................ $ 7,854 $ 19,416
Accrued insurance............................................................ 10,693 9,646
Accrued interest............................................................. 5,770 2,291
Other accrued expenses....................................................... 16,047 38,595
--------- ---------
$ 40,364 $ 69,948
--------- ---------
--------- ---------
F-18
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT
During the year ended April 30, 1997, the Company refinanced a substantial
portion of its outstanding debt and entered into new credit facilities in
connection with the Reorganization (see Note 5) and the Hepworth acquisition
(see Note 6).
The refinancing associated with the Reorganization included (i) repayment
and termination of Alpine's existing revolving credit facility (with a balance
of $48.5 million on the date of repayment) and (ii) the redemption at a premium
of $131.9 million face amount ($122.3 million recorded amount) of the Company's
12.25% Senior Secured Notes (the "Senior Notes"). The funds utilized to complete
this refinancing included approximately $120.0 million from net borrowings under
the Superior Credit Facility, $45.0 million in net proceeds from a bank credit
facility ("Interim Credit Facility") obtained in January 1997, and the balance
being funded by a portion of the net proceeds from the Superior TeleCom initial
public offering (see Note 5).
The refinancing associated with the Hepworth acquisition included (i) $100.8
million in borrowings under a $130.0 million Senior Secured Credit Facility
(including $35.0 million under a revolving credit facility, $50.0 million under
a term loan A and $45.0 million under a term loan B) and $60.0 million in
borrowings under a Secured Floating Rate Note Facility. Proceeds from these
credit facilities were used to complete the Hepworth acquisition (See Note 6)
and repay the $45.0 million Interim Credit Facility described above.
In connection with the aforementioned refinancings, the Company recognized
an after tax extraordinary charge of $20.1 million ($1.09 per share), on the
early extinguishment of debt. This charge represents the premium paid on the
redemption of the Senior Notes, prepayment penalties related to the termination
of the existing Alpine revolving credit facility, and the associated write-off
of the unamortized portion of deferred loan fees related to the debt
extinguished.
At April 30, 1996 and 1997, long-term debt consists of the following:
1996 1997
---------- ----------
(IN THOUSANDS)
Superior revolving credit facility (a)..................................... $ -- $ 111,657
Refraco floating rate note (b)............................................. -- 60,000
Refraco revolving credit facility (c)...................................... -- 5,805
Refraco term loan A (c).................................................... -- 50,000
Refraco term loan B (c).................................................... -- 45,000
12.25% Senior Secured Notes (principal amount $153.0 million and $21.1
million, respectively at April 30, 1996 and 1997, respectively) (d)...... 141,070 19,382
Alpine revolving credit facility........................................... 48,654 --
Mortgage loan (e).......................................................... 4,996 3,834
Lease finance obligations (f).............................................. 5,853 5,801
Other...................................................................... 9,204 9,345
---------- ----------
Total debt............................................................. 209,777 310,824
Less current portion of long-term debt..................................... 2,132 2,653
---------- ----------
$ 207,645 $ 308,171
---------- ----------
---------- ----------
F-19
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT (CONTINUED)
At April 30, 1997, the fair value of Alpine's debt, based on the quoted
market prices for the same or similar issues or on the current rates offered to
Alpine for debt of the same remaining maturities, approximates its recorded
value.
The aggregate maturities of long-term debt for the five years subsequent to
April 30, 1997, are as follows (in thousands):
Fiscal year
1998.................................................................. $ 2,653
1999.................................................................. 5,548
2000.................................................................. 6,564
2001.................................................................. 20,683
2002.................................................................. 117,410
Thereafter............................................................ 157,966
---------
$ 310,824
---------
---------
- ------------------------
(a) Interest on the Superior Credit Facility is payable quarterly based upon the
base rate (prime) plus 0.5% or the Eurodollar rate plus 1.50%. The variable
components of these rates are subject to periodic adjustment after October
1997 based on the ratio of debt to cash flow (as defined). The Superior
Credit Facility has a five-year term with a total commitment of $150.0
million, which is reduced by $25.0 million in October 1999 and October 2000.
Loans under the Superior Credit Facility are guaranteed by Superior
TeleCom's domestic subsidiaries (but not by Alpine) and are secured by
substantially all of the assets of Superior TeleCom and by the stock of each
of Superior TeleCom's domestic subsidiaries.
(b) The Refraco floating rate note facility is due in 2006. Interest is based
upon the base rate (prime) plus 2.75% or the Eurodollar rate plus 3.75%.
Interest is payable quarterly in the case of base rate notes but may be
payable over shorter periods in the case of Eurodollar rate notes. The
Refraco floating rate notes are secured by a pledge of substantially all of
the common stock of Refraco's operating subsidiaries and are guaranteed by
Alpine. The Alpine guaranty is secured by the pledge of the common stock of
Refraco and a portion of the common stock of Superior TeleCom owned by
Alpine with a market value of $60.0 million.
(c) The Refraco revolving credit facility represents borrowings by Adience and
RHL. Borrowings under the facility may be made by either Adience or RHL
(subject to certain sublimits) but may not exceed $35.0 million in the
aggregate. Interest on the outstanding balance is based upon the base rate
(prime) plus 1.50% or the Eurodollar rate plus 2.50% and is payable at least
quarterly. The facility terminates on April 15, 2003.
The Refraco term loan A represents the dollar equivalent of pounds sterling
borrowings by Refraco UK and is repayable in varying amounts over six years
with interest payable at least quarterly based upon the base rate (prime)
plus 1.50% or the Eurodollar rate plus 2.50%.
The Refraco term loan B represents borrowings by both Adience ($35.0 million)
and Refraco UK ($10.0 million), with such borrowings repayable in varying
amounts over eight years with interest
F-20
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. DEBT (CONTINUED)
payable at least quarterly based upon the base rate (prime) plus 3.00% or
the Eurodollar rate plus 3.00%.
All borrowings under the above described credit arrangements are guaranteed
by Refraco. All borrowings of Refraco UK and RHL are guaranteed by Adience.
Refraco UK has guaranteed all borrowings of RHL, and RHL has guaranteed all
borrowings of Refraco UK. The stock of all subsidiaries of Adience has been
pledged to secure certain of these guarantees. The obligations under these
credit arrangements are secured by substantially all of the assets of
Adience, Refraco UK and RHL.
(d) The Senior Notes are due 2003 and pay interest semiannually on January 15
and July 15 of each year. The Senior Notes were issued at a price of 91.74%
and the discount is being added to the recorded amount through maturity
utilizing the effective interest method.
(e) The mortgage loan is payable by DNE to the Connecticut Development
Authority. The loan was repaid in full in June 1997.
(f) The lease finance obligations result from the sale/leaseback of two
properties which, because of the Company's continuing involvement in the
form of repurchase options, have been recorded under the finance method. The
lease finance obligations at April 30, 1997 consisted of: (a) $5.0 million
related to the sale/leaseback of a Superior manufacturing facility and (b)
$801,000 related to the sale/leaseback of a manufacturing facility
previously owned by DNE. The term of the Superior leaseback is 20 years,
with five additional option terms (at Superior's election) of five years
each. Superior has a one-time option to repurchase the property during the
eleventh year of the lease. Superior's annual lease payments are $630,000,
subject to adjustment. The term of the DNE leaseback is nine years, and
annual lease payments are approximately $178,000, subject to adjustment.
Alpine has an option to repurchase the property during the fourth and fifth
years of the lease term.
11. INCOME (LOSS) PER SHARE
Net income (loss) per share was determined by dividing net income (loss), as
adjusted, by the applicable weighted average number of common and common
equivalent shares outstanding. Stock options are considered to be common stock
equivalents. The income (loss) was adjusted by (i) the aggregate amount of
dividends on Alpine's preferred stock, which amounted to $801,000, $1.1 million
and $575,000 in fiscal 1995, 1996 and 1997, respectively, and (ii) the premium
paid on the redemption of preferred stock in fiscal 1997 of $5.2 million (see
Note 19). The number of shares used in computing income (loss) per share was
17,857,905, 17,987,219 and 18,500,809 in fiscal 1995, 1996 and 1997,
respectively.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which
specifies the computation, presentation and disclosure requirements for earnings
per share ("EPS"). SFAS No. 128 revises the current EPS methodology,
retroactively, and will be effective for the Company beginning with its quarter
ended January 31, 1998. Had SFAS No. 128 been implemented as of April 30, 1997,
the reported EPS as of April 30, 1997 would not be materially different.
F-21
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS
Effective January 1, 1997, the Company established the Alpine Employee Stock
Purchase Plan ("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 fair
market value on the day immediately prior to the first day of a calendar quarter
or on the last day of a calendar quarter. There are 500,000 shares of Alpine
common stock reserved under the ESPP, of which 8,339 were issued to employees
during fiscal 1997.
Alpine has two long term equity incentive plans (collectively the "Plans").
The 1987 Long-Term Equity Incentive Plan (the "1987 Plan") has 2,440,215 shares
of common stock reserved for issuance, whereas the 1997 Interim Stock Option
Plan (the "1997 Plan") has 536,900 shares of common stock reserved for issuance.
There were 27,561 shares of common stock available under the Plans for granting
of options at April 30, 1996 and no shares available for granting at April 30,
1997. Participation in the Plans is limited generally to key employees and
directors of Alpine and its subsidiaries. The Plans provide for grants of
incentive and non-incentive stock options. In addition to options, the Plans
permit the grant of stock appreciation rights ("SARs") and phantom stock units
("Units"). Under the Plans, options are not exercisable in the first year nor
after ten years from the date of grant.
Statement No. 123, "Accounting for Stock-Based Compensation" was issued by
the FASB and, if fully adopted, changes the method for recognition of cost on
plans similar to those of the Company. In accordance with the provisions of SFAS
No. 123, the Company has elected to continue to apply APB Opinion No. 25 and
related Interpretations in accounting for its stock-based compensation plans
(including options issued under the Plans and the ESPP). Application of the
provisions of APB No. 25 resulted in a charge to earnings of $1.4 million in
fiscal 1997 for certain performance based stock options granted in prior years.
However, had the Company elected to recognize compensation expense based on the
fair value at the grant date for awards under its stock-based compensation plans
as prescribed by SFAS No. 123, Alpine's net income (loss), net income (loss)
applicable to common stock and net income (loss) per share of common stock for
fiscal 1996 and 1997 would approximate the pro forma amounts below:
1996 1997
------------------------ ------------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT
(IN THOUSANDS, EXCEPT PER
PER SHARE DATA) SHARE DATA)
Net income (loss) $ (1,850) $ (2,254) $ 36,720 $ 35,668
Net income (loss) applicable to common stock (2,948) (3,352) 30,950 29,898
Net income (loss) per share of common stock (0.16) (0.19) 1.67 1.64
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 fiscal
1997: dividend yield of 0%, expected volatility of 50%, risk-free interest rate
of 6.42%, and expected life of 5 years. The weighted average per share fair
value of options granted during fiscal 1996 and 1997 was $2.33 and $3.73,
respectively.
The Black-Sholes 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.
Because 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
F-22
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCK BASED COMPENSATION PLANS (CONTINUED)
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
The following table summarizes stock option activity for fiscal 1996 and
1997:
SHARES PRICE
OUTSTANDING RANGE
----------- ---------------
Outstanding at April 30, 1995.................................. 1,715,896 $ 2.50-$12.00
Exercised.................................................... (80,816) $ 2.05-$3.33
Canceled..................................................... (132,528) $ 2.46-$6.66
Adjustment for PolyVision Spin-Off........................... 361,059
Granted...................................................... 1,368,133 $ 3.75-$5.13
-----------
Outstanding at April 30, 1996.................................. 3,231,744 $ 2.05-$9.84
Exercised.................................................... (419,545) $ 2.05-$7.23
Canceled..................................................... (419,576) $ 3.14-$9.84
Granted...................................................... 879,747 $ 3.14-$8.13
-----------
Outstanding at April 30, 1997.................................. 3,272,370 $ 2.05-$9.84
-----------
-----------
In November 1996, the exercise price of stock options outstanding and the
number of Alpine shares which such options were exercisable into were adjusted
to reflect the effect of the PolyVision Spin-Off (see Note 7).
Information with respect to stock-based compensation plan stock options
outstanding and exercisable at April 30, 1997 is as follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------- ----------------------------
WEIGHTED-
NUMBER AVERAGE WEIGHTED- NUMBER WEIGHTED-
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE AT APRIL 30, CONTRACTUAL EXERCISE AT APRIL 30, EXERCISE
PRICES 1997 LIFE PRICE 1997 PRICE
- ------------- --------------- ----------- ----------- --------------- -----------
$2.05-$3.75 1,074,429 5.44 years $ 3.08 612,986 $ 2.72
$3.80-$5.75 1,277,937 7.39 $ 5.27 387,937 $ 5.35
$5.80-$7.75 70,750 3.08 $ 6.19 68,116 $ 6.19
$7.80-$9.84 849,254 8.07 $ 8.15 302,836 $ 8.18
--------------- ---------------
3,272,370 6.83 $ 5.31 1,371,875 $ 4.84
--------------- ---------------
--------------- ---------------
Alpine also has a Restricted Stock Plan under which a maximum of 600,000
shares of Alpine common stock have been reserved for issuance. At April 30,
1997, there are 142,464 shares available for issuance. During fiscal 1996 and
1997, non-cash compensation expense of $603,000 and $900,000, respectively, was
recorded representing the amortization, over the applicable vesting period, of
the fair market value of common stock issued under the Restricted Stock Plan.
13. POSTRETIREMENT HEALTH CARE BENEFITS
Superior provides postretirement employee health care benefits for certain
employees. The policy provides each employee and spouse, upon reaching normal or
early retirement and upon achieving certain
F-23
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. POSTRETIREMENT HEALTH CARE BENEFITS (CONTINUED)
minimum service requirements, a fixed monthly benefit for the purchase of
Superior-sponsored health care insurance. The amount of the fixed monthly
benefit will not be increased in the future, notwithstanding medical-based
inflation cost increases.
The accumulated postretirement health care benefit obligation, which is
included in long-term liabilities in the accompanying balance sheets, consisted
of the following at April 30, 1996 and 1997:
1996 1997
--------- ---------
(IN THOUSANDS)
Retirees................................................................... $ 427 $ 327
Fully eligible active plan participants.................................... 284 306
Other active plan participants............................................. 571 632
--------- ---------
1,282 1,265
Unrealized net gain from past experiences and change in assumptions........ 211 178
--------- ---------
$ 1,493 $ 1,443
--------- ---------
--------- ---------
Net periodic postretirement benefit cost includes the following components
for fiscal 1995, 1996 and 1997:
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
Service cost for benefits earned...................................... $ 45 $ 45 $ 43
Interest cost on accumulated postretirement benefit obligation........ 118 117 96
--------- --------- ---------
$ 163 $ 162 $ 139
--------- --------- ---------
--------- --------- ---------
An increase in the health care cost trend assumptions would not change the
annual expense or obligation amounts as the employer cost is effectively capped.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 8.0% for fiscal 1995 and 7.75% for fiscal
1996 and 1997.
14. DEFINED CONTRIBUTION RETIREMENT PLANS
The Company sponsors several defined contribution plans covering
substantially all U.S. employees. These plans provide for limited company
matching of participants' contributions. The Company's contributions during
fiscal 1995, 1996, and 1997 were $516,000, $808,000, and $871,000, respectively.
15. DEFINED BENEFIT RETIREMENT PLANS
Certain employees of Adience and Superior participate in defined benefit
retirement plans. These plans 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.
Superior sponsors a defined benefit pension plan for employees of its
Canadian manufacturing facility. Benefits under the plan are based on length of
service. Plan assets at April 30, 1996 and 1997 totaled $2.3 million and $2.8
million, respectively, and projected benefit obligations for service to date for
F-24
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. DEFINED BENEFIT RETIREMENT PLANS (CONTINUED)
the plan totaled $2.3 million and $2.6 million at April 30, 1996 and 1997,
respectively. The components of net periodic pension costs is not material to
the consolidated financial statements.
Adience's defined benefit pension plans had plan assets at April 30, 1996
and 1997 totaling $6.8 million and $7.6 million, respectively, and projected
benefit obligations for service to date of $6.8 million and $7.1 million at
April 30, 1996 and 1997, respectively. The components of net periodic pension
cost for the years ended April 30, 1996 and 1997 are not material to the
consolidated financial statements.
The actuarial present value of the projected benefit obligations at April
30, 1996 and 1997 was determined using a weighted average discount rate of 7.5%.
The expected long-term rate of return on plan assets was 8.0% at April 30, 1996
and 1997, respectively. Plan assets are invested in cash, short-term investment,
equities and fixed income instruments.
Certain union employees of Adience and its subsidiary are covered by
multi-employer defined benefit retirement plans. Expense relating to these plans
amounted to $0.4 million, $1.6 million and $1.5 million during fiscal years
1995, 1996 and 1997, respectively.
In connection with the Hepworth acquisition, (Note 6) the Company has
assumed the obligation to provide retirement benefits for all UK employees who
participated in the Hepworth Plc defined benefit retirement plan (the "Hepworth
Plan"). The Company will terminate such employees' participation in the Hepworth
Plan by December 31, 1997 and will provide benefits under an alternative
retirement plan as of such date.
Effective February 1, 1997, the Company implemented a non-qualified
Supplemental Executive Retirement Plan ("SERP"), which is unfunded and provides
eligible executives defined pension benefits based on average earnings, years of
service and age of retirement. As of April 30, 1997, the projected benefit
obligation was $2.1 million, of which $2.0 million is subject to amortization.
16. INCOME TAXES
The provision for income tax expense (benefit) is comprised of the
following:
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
Current:
Federal...................................................... $( 699) $ 194 $ 22,759
State........................................................ 316 909 2,128
Foreign...................................................... 58 349 566
--------- --------- ---------
( 325) 1,452 25,453
--------- --------- ---------
Deferred:
Federal...................................................... 101 -- 16,913
State........................................................ ( 148) (53) (1,516)
Foreign...................................................... -- (21) 1,284
--------- --------- ---------
( 47) (74) 16,681
--------- --------- ---------
$( 372) $ 1,378 $ 42,134
--------- --------- ---------
--------- --------- ---------
F-25
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. INCOME TAXES (CONTINUED)
The provision for income tax expense (benefit) differs from the amount
computed by applying the U.S. federal income tax rate of 35% because of the
effect of the following items:
1995 1996 1997
--------- --------- ----------
(IN THOUSANDS)
Continuing operations:
Tax at U.S. federal income tax rate on continuing operations.... $ (290) $ 2,413 $ 41,316
State income taxes, net of U.S. federal income tax benefit...... 59 556 400
Taxes on foreign income at rates which differ from the U.S.
federal statutory tax rate.................................... -- -- 395
Gain on reorganization of subsidiary............................ -- -- 8,247
Goodwill amortization........................................... -- 806 850
Net change in valuation allowance............................... -- (1,358) 1,685
Other........................................................... 579 (741) 210
--------- --------- ----------
Provision for income taxes from continuing operations............. 348 1,676 53,103
Discontinued operations......................................... (720) (19) --
Extraordinary loss.............................................. -- (279) (10,969)
--------- --------- ----------
Total income tax expense (benefit)............................ $ (372) $ 1,378 $ 42,134
--------- --------- ----------
--------- --------- ----------
The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for both
the expected future tax impact of temporary differences arising from assets and
liabilities whose tax basis are different from financial statement amounts, and
for the expected future tax benefit to be derived from tax loss carryforwards. 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 (including tax loss carryforwards) is
dependent on Alpine's ability to generate taxable income within the carryforward
period and the periods in which net temporary differences reverse. Although no
assurance can be given that sufficient taxable income will be generated for
utilization of certain of the Company's consolidated net operating loss
carryforwards or for reversal of certain temporary differences, the Company
believes it is more likely than not that all of the net deferred tax asset will
be realized.
F-26
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. INCOME TAXES (CONTINUED)
Items that result in deferred tax assets and liabilities and the related
valuation allowance at April 30, 1996 and 1997 are as follows:
1996 1997
--------- ---------
(IN THOUSANDS)
Deferred tax assets:
Inventory................................................................... $ 1,921 $ 2,835
Sale/leaseback.............................................................. 1,927 1,930
Accruals not currently deductible for tax................................... 8,991 8,557
Compensation expense related to unexercised stock options and stock
grants.................................................................... 1,146 1,899
Net operating loss carryforwards............................................ 13,839 15,261
Alternative minimum tax credit carryforwards................................ 738 419
Foreign tax credit carryforwards............................................ 275 --
Other....................................................................... 482 2,445
--------- ---------
Total deferred tax assets................................................. 29,319 33,346
Less valuation allowance.................................................... 16,178 17,863
--------- ---------
Net deferred tax assets................................................... 13,141 15,483
--------- ---------
Deferred tax liabilities:
Depreciation................................................................ 13,643 26,131
Long-term investments....................................................... 3,196 11,701
Other....................................................................... -- 6,192
--------- ---------
Total deferred tax liabilities............................................ 16,839 44,024
--------- ---------
Net deferred tax liability................................................ $ 3,698 $ 28,541
--------- ---------
--------- ---------
At April 30, 1997, Alpine had unused net U.S. federal operating loss
carryforwards of approximately $3.0 million that can be used to offset future
taxable income. These loss carryforwards do not include the Adience
pre-acquisition loss carryforwards discussed below. The net operating loss
carryforwards expire in 2004.
Alpine has entered into certain transactions that have resulted in ownership
changes under Section 382 of the Internal Revenue Code of 1986 which imposes
annual limitations on the amount of future taxable income which may be offset by
Alpine's pre-change net operating loss carryforwards. The unused portion of the
annual limitations for any year may be carried forward to increase the annual
limitation in succeeding years.
Alpine acquired Adience on December 21, 1994 and from that date forward
Adience was included in Alpine's consolidated U.S. Federal tax return. Adience
had net operating loss carryforwards at the date of its acquisition by Alpine
which are available to offset Alpine's future consolidated taxable income,
subject to the imposition of an annual limitation on the utilization of such
carryforwards. As of April 30, 1997, Adience pre-acquisition net operating loss
carryforwards that are subject to the aforementioned limitation amounted to
$17.9 million.
Alpine's tax returns for years subsequent to 1980 have not been reviewed by
the Internal Revenue Service (the "IRS"). Availability of the net operating loss
carryforwards might be challenged by the IRS
F-27
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. INCOME TAXES (CONTINUED)
upon examination of such returns which could affect the availability of such
carryforwards incurred prior or subsequent to the aforementioned change in
ownership or both. Alpine believes, however, that any IRS challenges that would
limit the utilization of net operating loss carryforwards would not have a
material adverse effect on Alpine's financial position.
17. COMMITMENTS AND CONTINGENCIES
Total rent expense under cancelable and non-cancelable operating leases was
$1.4 million, $2.8 million and $3.2 million for the years ended April 30, 1995,
1996, and 1997, respectively.
At April 30, 1997, future minimum lease payments under non-cancelable
operating leases are as follows:
REAL AND
PERSONAL
PROPERTY
(IN
THOUSANDS)
-------------
Fiscal Year:
1998....................................................................... $ 2,268
1999....................................................................... 1,856
2000....................................................................... 1,442
2001....................................................................... 970
2002....................................................................... 287
Thereafter................................................................. 420
------
$ 7,243
------
------
Approximately 58% of the Company's total labor force is covered by
collective bargaining agreements. Five collective bargaining agreements
representing 43% of Alpine's total labor force will expire within one year.
The Company is self-insured for workers' compensation, general liability and
auto liability up to predetermined deductible levels above which third-party
insurance applies. The Company accrues for claim exposures which are probable of
occurrence and can be reasonably estimated; and does not deem its deductible
exposure to be a material risk.
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
Alpine's consolidated financial position, liquidity or results of operations.
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 of
Alpine, 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 of Alpine, as defined, such employment agreements provide for
severance payments not in excess of two times annual cash compensation and
bonus, and the continuation for stipulated periods of other benefits, as
defined.
F-28
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. RELATED PARTY TRANSACTIONS
Alpine's acquisition of Adience (see Note 6) included the purchase of shares
(representing 5.8% of Adience's total shares) from Steib & Company, ("Steib"),
an investment partnership in which two Alpine officers have a majority interest.
In connection with the acquisition of such shares from Steib, Alpine reimbursed
Steib for costs incurred by Steib in connection with its investment in Adience
common stock, and Steib agreed to terminate a three-year advisory agreement with
Adience and voluntarily surrender options to purchase 7.2% of Adience common
stock at $1.25 per share.
During fiscal 1988, Alpine loaned certain officers $463,000 relating to the
exercise of stock options of which $163,000 has been repaid as of April 30,
1997. The unpaid balance, which is deducted from stockholders' equity and is
repayable in Alpine common stock, bears interest at prime plus 0.5%.
19. PREFERRED STOCK
Alpine has authorized 500,000 shares of preferred stock with a par value of
$1.00 per share. The preferred stock may be issued at the discretion of the
board of directors in one or more series with differing terms, limitations and
rights.
At April 30, 1997, Alpine has outstanding, 1,750 shares of 9% Cumulative
Convertible Senior Preferred Stock ("9% Senior Preferred Stock") and 177 shares
of 9% Cumulative Convertible Preferred Stock ("9% Preferred Stock").
The 9% Senior Preferred Stock is senior in ranking to holders of Alpine's
common stock and the 9% Preferred Stock. Each share is convertible at any time
into shares of Alpine common stock at a conversion price of $7.90 per share,
subject to customary adjustments. Alpine may redeem the stock, in whole or in
part, at a price equal to the liquidation value (i) during the period commencing
three years from and ending on the seventh year after the date of issuance, if
for any 30 trading days within a period of 45 consecutive trading days ending
five (5) days prior to the date of the notice of such redemption, the market
price of Alpine's common stock equals or exceeds one hundred forty percent
(140%) of the conversion price, or (ii) subsequent to the seventh year after
issuance of the preferred stock.
The 9% Senior Preferred Stock carries 100 votes per share. The 9% Senior
Preferred Stock votes as a single class with Alpine's common stock on all
matters submitted to stockholders and is entitled to vote as a separate class in
the event of any proposal to (i) amend any of the principal terms of the
preferred stock; (ii) authorize, create, issue or sell any class of stock senior
to or on a parity with the 9% Senior Preferred Stock as to dividends or
liquidation preference; or (iii) merge into or consolidate with, or sell all or
substantially all of the assets of Alpine to another entity. The holders of not
less than 66 2/3% of the 9% Senior Preferred Stock must approve any transaction
subject to the class voting rights.
The 9% Preferred Stock is convertible into 105 1/2 shares of common stock,
subject to customary adjustments. Alpine may redeem the stock at any time, in
whole or in part at a price equal to the liquidation value per share.
During fiscal 1997, 36,649 shares of 8% Cumulative Convertible Senior
Preferred Stock ("8% Preferred Stock") plus accrued dividends were retired in
connection with the Adience acquisition (see Note 6). Also during fiscal 1997,
160,000 shares of 8% Preferred Stock with a par value of $8.0 million were
repurchased for $13.2 million. In accordance with generally accepted accounting
principles, the repurchase price paid in excess of the par value of such
preferred stock has been recorded as a redemption premium and, therefore, as a
reduction of net income attributable to common stockholders (see Note 11).
F-29
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. SEGMENT INFORMATION
Alpine conducts business in three segments: telecommunications wire and
cable products (through Superior, acquired in November 1993, and the Alcatel
Business, acquired in May 1995); data communications and electronics (through
DNE, acquired in February, 1992); and refractories (through Adience, acquired in
December 1994 and Hepworth, acquired in April 1997).
The following provides information about each business segment as of April
30, 1995, 1996, and 1997:
1995 1996 1997
---------- ---------- ----------
(IN THOUSANDS)
Net sales (a):
Telecommunications wire and cable.......................................... $ 136,578 $ 384,237 $ 442,486
Data communications and electronics........................................ 27,907 26 ,176 21,354
Refractories............................................................... 33,650 113,700 115,954
---------- ---------- ----------
$ 198,135 $ 524,113 $ 579,794
---------- ---------- ----------
---------- ---------- ----------
Operating income (loss):
Telecommunications wire and cable.......................................... $ 8,128 $ 29,885 $ 62,779
Data communications and electronics........................................ 1,710 2,039 (444)
Refractories............................................................... 383 6,558 5,525
Corporate.................................................................. (3,225) (5,960) (9,744)
---------- ---------- ----------
$ 6,996 $ 32,522 $ 58,116
---------- ---------- ----------
---------- ---------- ----------
Identifiable assets at year end:
Telecommunications wire and cable.......................................... $ 98,785 $ 226,282 $ 225,286
Data communications and electronics........................................ 16,820 18,020 14,425
Refractories............................................................... 104,300 97,028 304,151
Corporate.................................................................. 13,873 13,574 44,362
---------- ---------- ----------
$ 233,778 $ 354,904 $ 588,224
---------- ---------- ----------
---------- ---------- ----------
Depreciation and amortization expense:
Telecommunications wire and cable.......................................... $ 3,570 $ 7,575 $ 8,595
Data communications and electronics........................................ 872 732 700
Refractories............................................................... 1,670 4,207 4,966
Corporate.................................................................. 57 52 181
---------- ---------- ----------
$ 6,169 $ 12,566 $ 14,442
---------- ---------- ----------
---------- ---------- ----------
Capital expenditures (b):
Telecommunications wire and cable.......................................... $ 1,388 $ 9,337 $ 9,294
Data communications and electronics........................................ 394 449 513
Refractories............................................................... 426 1,767 3,518
Corporate.................................................................. 67 122 538
---------- ---------- ----------
$ 2,275 $ 11,675 $ 13,863
---------- ---------- ----------
---------- ---------- ----------
(a) (i) Two customers in the telecommunications wire and cable segment
accounted for 30% and 16% of net sales in fiscal 1995; five customers
accounted for 22%, 17%, 16%, 13% and 13% of net sales in fiscal 1996; and
five customers accounted for 19%, 17%, 16%, 14%, and 14% of net sales in
fiscal 1997.
F-30
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. SEGMENT INFORMATION (CONTINUED)
(ii) Three customers in the refractories segment accounted for a total
of 31%, 34% and 33.5% of net sales in fiscal 1995, 1996, and 1997,
respectively, of which one accounted for 14% and 15% in fiscal 1995 and
1996, respectively.
(iii) The data communications and electronics segment has historically
been dependent on government funding of programs in which it participates.
Significant changes in the levels of funding for such programs could have a
materially adverse effect on the segment. Sales to agencies of the U.S.
government were 82.3%, 66.4%, and 64.6% of net sales of this segment for
fiscal 1995, 1996, and 1997, respectively.
(b) During fiscal 1996, Superior acquired certain Canadian assets of
BICC Phillips, Inc. for $5.4 million, which is reflected in capital
expenditures.
The following provides information about domestic and foreign operations as
of, and for the fiscal years ended, April 30, 1995, 1996 and 1997:
1995 1996 1997
---------- ---------- ----------
(IN THOUSANDS)
Net sales:
United States.............................................................. $ 194,468 $ 479,234 $ 516,454
Canada..................................................................... 3,667 44,879 54,908
Europe(a).................................................................. -- -- 8,432
---------- ---------- ----------
$ 198,135 $ 524,113 $ 579,794
---------- ---------- ----------
---------- ---------- ----------
Operating income (loss):
United States.............................................................. $ 6,849 $ 31,919 $ 52,097
Canada..................................................................... 147 603 5,714
Europe(a).................................................................. -- -- 305
---------- ---------- ----------
$ 6,996 $ 32,522 $ 58,116
---------- ---------- ----------
---------- ---------- ----------
Identifiable assets at year end:
United States.............................................................. $ 227,064 $ 322,241 $ 370,133
Canada..................................................................... 6,714 32,663 29,711
Europe..................................................................... -- -- 188,380
---------- ---------- ----------
$ 233,778 $ 354,904 $ 588,224
---------- ---------- ----------
---------- ---------- ----------
(a) Represents the activity of the Hepworth business for the 15 days ended April
30, 1997 (see Note 6).
F-31
THE ALPINE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
FISCAL 1996 QUARTER ENDED
------------------------------------------------------------
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30 YEAR
---------- ----------- ----------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales........................................... $ 128,784 $ 136,252 $ 119,504 $ 139,573 $ 524,113
Gross profit........................................ 16,328 16,523 15,708 21,769 70,328
Operating income.................................... 7,753 7,711 6,426 10,632 32,522
Income from continuing operations................... 1,354 981 221 2,663 5,219
(Loss) from discontinued operations................. (379) (1,834) -- -- (2,213)
Extraordinary gain (loss) on early extinguishment of
debt.............................................. (5,180) 324 -- -- (4,856)
---------- ----------- ----------- ---------- ----------
Net income (loss)............................... $ (4,205) $ (529) $ 221 $ 2,663 $ (1,850)
---------- ----------- ----------- ---------- ----------
Income (loss) per share of common stock:
Income from continuing operations................. $ 0.06 $ 0.04 $ -- $ 0.13 $ 0.23
Discontinued operations........................... (0.02) (0.11) -- -- (0.12)
Extraordinary gain (loss) on early extinguishment
of debt......................................... (0.30) 0.02 -- -- (0.27)
---------- ----------- ----------- ---------- ----------
Net income (loss) per share of common stock..... $ (0.26) $ (0.05) $ -- $ 0.13 $ (0.16)
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
FISCAL 1997 QUARTER ENDED
------------------------------------------------------------
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30 YEAR
---------- ----------- ----------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales........................................... $ 151,447 $ 154,019 $ 121,172 $ 153,156 $ 579,794
Gross profit........................................ 23,964 27,359 21,585 29,095 102,003
Operating income.................................... 13,413 15,385 12,338 16,980 58,116
Gain on sale of subsidiary stock.................... -- 80,397 -- -- 80,397
Minority interest................................... -- (333) (3,059) (4,705) (8,097)
Income from continuing operations................... 4,246 46,941 2,329 3,330 56,846
Extraordinary (loss) on early extinguishment of
debt.............................................. -- (13,412) (5,977) (737) (20,126)
---------- ----------- ----------- ---------- ----------
Net income (loss)............................... $ 4,246 $ 33,529 $ (3,648) $ 2,593 $ 36,720
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
Income (loss) per share of common stock:
Income from continuing operations................. $ 0.22 $ 2.50 $ 0.12 $ 0.18 $ 3.04
Extraordinary (loss) on early extinguishment of
debt............................................ -- (0.72) (0.32) (0.04) (1.09)
Preferred stock redemption premium................ -- (0.28) -- -- (0.28)
---------- ----------- ----------- ---------- ----------
Net income (loss) per share of common stock..... $ 0.22 $ 1.51 $ (0.20) $ 0.14 $ 1.67
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
F-32
SCHEDULE 1
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED BALANCE SHEET
APRIL 30,
---------------------
1996 1997
---------- ---------
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents................................................................ $ 683 $ 15,624
Marketable securities.................................................................... 7,713 15,807
Other current assets..................................................................... 528 1,619
---------- ---------
Total current assets................................................................... 8,924 33,050
Advances and loans to subsidiaries......................................................... 163,816 --
Investment in consolidated subsidiaries.................................................... 53,748 41,815
Property, plant and equipment, net......................................................... 146 563
Long-term investments and other assets..................................................... 23,666 13,352
---------- ---------
Total assets........................................................................... $ 250,300 $ 88,780
---------- ---------
---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt........................................................ $ 804 $ --
Accounts payable......................................................................... 324 822
Accrued expenses......................................................................... 11,285 217
Advances and loans from subsidiaries..................................................... -- 416
---------- ---------
Total current liabilities.............................................................. 12,413 1,455
Long-term debt, less current portion....................................................... 189,847 19,505
Other long-term liabilities................................................................ 3,076 13,394
Adience acquisition obligation............................................................. 1,828 --
---------- ---------
Total liabilities...................................................................... 207,164 34,354
---------- ---------
Stockholders' equity:
8% cumulative convertible preferred stock at liquidation value........................... 9,831 --
9% cumulative convertible preferred stock at liquidation value........................... 1,927 1,927
Common stock, $.10 par value; authorized 25,000,000 shares; 19,307,012 shares issued in
1996 and 18,834,256 shares issued in 1997.............................................. 1,931 1,883
Capital in excess of par value........................................................... 113,843 113,459
Cumulative translation adjustment........................................................ (82) (1,316)
Unrealized loss on securities available for sale, net of deferred tax.................... -- (716)
Accumulated deficit...................................................................... (78,998) (48,048)
---------- ---------
48,452 67,189
Shares of common stock in treasury, at cost;
1996, 1,025,496 shares; 1997, 1,612,047 shares......................................... (4,806) (12,130)
Receivable from stockholders............................................................. (510) (633)
---------- ---------
Total stockholders' equity............................................................. 43,136 54,426
---------- ---------
Total liabilities and stockholders equity $ 250,300 $ 88,780
---------- ---------
---------- ---------
F-33
SCHEDULE 1 (CONTINUED)
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
YEAR ENDED APRIL 30,
-------------------------------
1995 1996 1997
--------- --------- ---------
(IN THOUSANDS)
Revenues:
Interest income................................................................ $ 345 $ 1,357 $ 1,902
Intercompany interest.......................................................... -- 18,517 14,298
Gain on sale of subsidiary..................................................... -- -- 80,397
Other income................................................................... 111 -- 73
--------- --------- ---------
456 19,874 96,670
--------- --------- ---------
Expenses:
General and administrative..................................................... 2,992 5,960 8,086
Interest expense............................................................... 1,661 20,571 14,825
Other expense.................................................................. 531 33 --
--------- --------- ---------
5,184 26,564 22,911
--------- --------- ---------
(4,728) (6,690) 73,759
Provision for income taxes....................................................... -- -- (34,912)
--------- --------- ---------
(4,728) (6,690) 38,847
Equity in net income (loss) of subsidiaries before extraordinary item (a)........ (1,316) 6,893 17,289
--------- --------- ---------
Income (loss) before extraordinary item.......................................... (6,044) 203 56,136
Extraordinary (loss) on early extinguishment of debt............................. -- (2,053) (19,416)
--------- --------- ---------
Net income (loss).............................................................. $ (6,044) $ (1,850) $ 36,720
--------- --------- ---------
--------- --------- ---------
- ------------------------
(a.) Equity in net income (loss) of subsidiaries before extraordinary item
includes losses from discontinued operations of $4.9 million and $2.2
million in fiscal 1995 and 1996, respectively. (See Note 7)
F-34
SCHEDULE 1 (CONTINUED)
THE ALPINE GROUP, INC.
(PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
YEAR ENDED APRIL 30,
-----------------------------------
1995 1996 1997
--------- ----------- -----------
(IN THOUSANDS)
Cash (used for) provided by operating activities............................. $ (6,383) $ 7,798 $ 5,298
--------- ----------- -----------
Cash flows from investing activities:
Capital expenditures....................................................... (67) (122) (538)
Acquisitions, net of cash acquired......................................... (2,424) -- --
Investment in/sale of subsidiaries......................................... -- (3,157) --
Proceeds from (investment in) marketable securities........................ 477 (6,218) (8,094)
Payments received from subsidiary preferred stock.......................... -- -- 11,300
Dividends received from subsidiaries, net of income tax.................... 2,000 -- 78,159
Loan to PolyVision Corporation............................................. -- (3,086) (2,467)
Other...................................................................... 300 -- --
--------- ----------- -----------
Cash provided by (used for) investing activities............................. 286 (12,583) 78,360
--------- ----------- -----------
Cash flows from financing activities:
Short-term borrowings (repayments)......................................... 20,685 (21,000) --
Borrowings under revolving credit facility, net............................ -- 48,654 (48,654)
Long-term borrowings....................................................... -- 149,802 --
Repayments of long-term borrowings......................................... -- (1,701) (135,535)
Capitalized financing costs................................................ -- (9,208) --
Dividends on preferred stock............................................... (505) (720) (575)
Proceeds from stock options exercised...................................... 256 120 1,835
Advances and loans to subsidiaries, net.................................... (1,659) (169,926) 141,232
Redemption of preferred stock.............................................. -- -- (15,026)
Purchase of treasury shares................................................ (1,211) (3,656) (11,994)
Other...................................................................... -- (196) --
--------- ----------- -----------
Cash provided by (used for) financing activities............................. 17,566 (7,831) (68,717)
--------- ----------- -----------
Net increase (decrease) in cash and cash equivalents......................... 11,469 (12,616) 14,941
Cash and cash equivalents at beginning of year............................... 1,830 13,299 683
--------- ----------- -----------
Cash and cash equivalents at end of year..................................... $ 13,299 $ 683 $ 15,624
--------- ----------- -----------
--------- ----------- -----------
Supplemental cash flow disclosures:
Cash paid for interest..................................................... $ 1,287 $ 13,973 $ 18,134
--------- ----------- -----------
--------- ----------- -----------
Cash paid for income taxes................................................. $ -- $ -- $ 18,895
--------- ----------- -----------
--------- ----------- -----------
F-35
SCHEDULE 1 (CONTINUED)
THE ALPINE GROUP, INC.
(PARENT COMPANY)
APPENDIX A
APRIL 30,
----------------------
1996 1997
---------- ----------
(IN THOUSANDS)
Long-term debt:
Long-term debt consists of:
12.25% Senior Secured Notes due 2003 face value $153,000,000(a)......................... $ 141,070 $ 19,382
Revolving credit facility (a)........................................................... 48,654 --
10% Convertible Senior Subordinated Notes due July 31, 1996 ($804,500 face value at
April 30, 1996)....................................................................... 804 --
Other................................................................................. 123 123
---------- ----------
190,651 19,505
Less, current portion..................................................................... 804 --
---------- ----------
$ 189,847 $ 19,505
---------- ----------
---------- ----------
Minimum current maturities of long-term debt outstanding as of April 30,
1996, are as follows:
FISCAL YEAR AMOUNT
- ------------------------------------------------------------------------- ---------
1998................................................................... $ --
1999................................................................... --
2000................................................................... --
2001................................................................... --
2002................................................................... --
Thereafter............................................................. $ 19,505
F-36
SIGNATURES
Pursuant to the requirements of Section 13 of 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: July 29, 1997
THE ALPINE GROUP, 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.
Chairman of the Board and
/s/ STEVEN S. ELBAUM Chief Executive Officer
- ------------------------------ (principal executive July 29, 1997
Steven S. Elbaum officer)
Chief Financial Officer
/s/ DAVID S. ALDRIDGE and
- ------------------------------ Treasurer (principal July 29, 1997
David S. Aldridge financial and accounting
officer)
/s/ KENNETH G. BYERS, JR.
- ------------------------------ Director July 29, 1997
Kenneth G. Byers, Jr.
/s/ RANDOLPH HARRISON
- ------------------------------ Director July 29, 1997
Randolph Harrison
/s/ JOHN C. JANSING
- ------------------------------ Director July 29, 1997
John C. Jansing
/s/ ERNEST C. JANSON, JR.
- ------------------------------ Director July 29, 1997
Ernest C. Janson, Jr.
/s/ JAMES R. KANELY
- ------------------------------ Director July 29, 1997
James R. Kanely
/s/ GENE E. LEWIS
- ------------------------------ Director July 29, 1997
Gene E. Lewis
/s/ BRAGI F. SCHUT
- ------------------------------ Director July 29, 1997
Bragi F. Schut