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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the transition period from ______to ______
COMMISSION FILE NUMBER: 0-452
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1093240
(State of Incorporation) (IRS Employer Identification Number)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(517) 423-8411
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X]No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Stock Outstanding at March 31, 2004
-------------- -----------------------------
Class B Common Stock, $1.00 par value 5,077,746
Class A Common Stock, $1.00 par value 13,401,938
Page 1
TABLE OF CONTENTS Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets............................... 3
Consolidated Condensed Statements of Income......................... 4
Consolidated Condensed Statements of Cash Flows..................... 5
Notes to Consolidated Condensed Financial Statements................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 18
Item 4. Controls and Procedures...................................... 19
Part II. Other Information.............................................. 20
Item 6. Exhibits and Reports on Form 8-K............................. 20
Signatures............................................................... 21
Certification of CEO Pursuant to Section 302............................. Exh 31.1
Certification of CFO Pursuant to Section 302............................. Exh 31.2
Certification of CEO Pursuant to Section 906............................. Exh 32.1
Certification of CFO Pursuant to Section 906............................. Exh 32.2
Page 2
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in millions, except share data) MARCH 31, December 31,
ASSETS 2004 2003
---------- ----------
Current Assets:
Cash and cash equivalents $ 322.1 $ 344.6
Accounts receivable, less allowance for doubtful
accounts of $6.2 in 2004 and $6.5 in 2003 272.6 235.0
Inventories 282.9 298.2
Deferred and recoverable income taxes 74.6 71.8
Other current assets 43.4 30.5
---------- ----------
Total current assets 995.6 980.1
Property, plant, and equipment, at cost, net of
accumulated depreciation of $807.1 in 2004 and $797.8
in 2003 544.7 554.6
Goodwill 242.7 242.7
Other intangibles 71.7 74.8
Deferred income taxes 25.2 26.1
Prepaid pension expense 159.0 155.3
Other assets 72.2 72.2
---------- ----------
Total assets $ 2,111.1 $ 2,105.8
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade $ 174.3 $ 172.4
Income taxes payable 10.7 10.7
Short-term borrowings 86.1 89.6
Accrued liabilities 165.5 161.9
---------- ----------
Total current liabilities 436.6 434.6
Long-term debt 331.6 327.6
Deferred income taxes 38.6 36.5
Other postretirement benefit liabilities 212.9 212.6
Product warranty and self-insured risks 24.2 24.4
Accrual for environmental matters 44.4 44.6
Pension liabilities 19.9 20.7
---------- ----------
Total liabilities 1,108.2 1,101.0
---------- ----------
Stockholders' Equity:
Class A common stock, $1 par value; authorized
75,000,000 shares; issued and outstanding
13,401,938 shares in 2004 and 2003 13.4 13.4
Class B common stock, $1 par value; authorized
25,000,000 shares; issued and outstanding
5,077,746 shares in 2004 and 2003 5.1 5.1
Retained earnings 1,055.9 1,055.4
Accumulated other comprehensive loss (71.5) (69.1)
---------- ----------
Total stockholders' equity 1,002.9 1,004.8
---------- ----------
Total liabilities and stockholders' equity $ 2,111.1 $ 2,105.8
========== ==========
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 3
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
THREE MONTHS ENDED
(Dollars in millions, except per share data) MARCH 31,
-------------------------------
2004 2003
---------- ----------
Net sales $ 477.0 $ 473.9
Cost of sales and operating expenses 421.5 414.9
Selling and administrative expenses 44.7 41.2
Restructuring charges, impairments and other items -- 13.6
---------- ----------
Operating income 10.8 4.2
Interest expense (5.6) (5.3)
Interest income and other, net 4.6 4.9
---------- ----------
Income before taxes 9.8 3.8
Tax provision 3.4 1.4
---------- ----------
Net income $ 6.4 $ 2.4
---------- ----------
Basic and Diluted Earnings Per Share $ 0.34 $ 0.13
---------- ----------
Weighted average shares (in thousands) 18,480 18,480
========== ==========
Cash dividends declared per share $ 0.32 $ 0.32
========== ==========
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 4
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - ITEM 1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
(Dollars in millions) MARCH 31,
-----------------------
2004 2003
------ ------
Cash Flows from Operating Activities:
Net income $ 6.4 $ 2.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 23.2 24.1
Loss on disposal of property and equipment 1.1 1.6
Accounts receivable (38.5) (75.6)
Inventories 14.1 3.7
Payables and accrued expenses 5.9 9.2
Employee retirement benefits (4.3) (0.9)
Deferred and recoverable taxes 1.0 3.6
Net effect of environmental payment -- (25.6)
Other (12.7) (24.8)
------ ------
Cash used In operating activities (3.8) (82.3)
------ ------
Cash Flows from Investing Activities:
Business acquisition, net of cash acquired -- (3.1)
Capital expenditures (12.1) (7.9)
------ ------
Cash used in investing activities (12.1) (11.0)
------ ------
Cash Flows from Financing Activities:
Dividends paid (5.9) (5.9)
Increase (decrease) in borrowings, net 0.8 (15.7)
Debt issuance costs -- (2.1)
------ ------
Cash used in financing activities (5.1) (23.7)
------ ------
Effect of exchange rate changes on cash (1.5) 2.7
------ ------
Decrease in cash and cash equivalents (22.5) (114.3)
Cash and Cash Equivalents:
Beginning of period 344.6 333.1
------ ------
End of period $322.1 $218.8
====== ======
The accompanying notes are an integral part of these Consolidated Condensed
Financial Statements.
Page 5
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The consolidated condensed financial statements of Tecumseh Products
Company and Subsidiaries (the "Company") are unaudited and reflect all
adjustments (including normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The December 31,
2003 condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles in the United States ("U.S. GAAP"). The
consolidated condensed financial statements should be read in conjunction
with the consolidated financial statements and notes thereto contained in
the Company's Annual Report for the fiscal year ended December 31, 2003.
Due to the seasonal nature of the Company's business, the results of
operations for the interim period are not necessarily indicative of the
results for the entire fiscal year.
2. Comprehensive Income
(Dollars in millions) THREE MONTHS ENDED
MARCH 31,
--------------------
2004 2003
----- -----
Net income $ 6.4 $ 2.4
Other comprehensive income (loss):
Foreign currency translation adjustments (2.2) 10.6
Loss on Derivatives (0.2) --
----- -----
Total comprehensive income (loss) $ 4.0 $13.0
===== =====
3. Inventories
MARCH 31, DECEMBER 31,
(Dollars in millions) 2004 2003
------ ------
Raw material and work in process $158.9 $170.6
Finished goods 117.6 122.7
Supplies 6.3 4.9
------ ------
Total Inventories $282.8 $298.2
====== ======
Page 6
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4. Business Segments
The Company has four reportable segments based on the criteria set forth
in SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information": Compressor Products, Electrical Component Products, Engine &
Power Train Products, and Pump Products. Revenues and operating income by
segment for the periods indicated are as follows:
BUSINESS SEGMENT DATA THREE MONTHS ENDED
(Dollars in millions) MARCH 31,
2004 2003
------ ------
Net sales:
Compressor Products $211.9 $203.7
Electrical Component Products 107.0 107.8
Engine & Power Train Products 124.3 130.3
Pump Products 33.4 31.9
Other (a) 0.4 0.2
------ ------
Total Net Sales $477.0 $473.9
====== ======
Operating income (loss):
Compressor Products $ 11.9 $ 20.9
Electrical Component Products 3.4 1.9
Engine & Power Train Products (2.9) (3.7)
Pump Products 3.3 3.5
Other (b) (0.9) (1.0)
Corporate expenses (4.0) (3.8)
Restructuring charges, impairments and other items -- (13.6)
------ ------
Total operating income 10.8 4.2
Interest expense (5.6) (5.3)
Interest income and other, net 4.6 4.9
------ ------
Income before taxes $ 9.8 $ 3.8
====== ======
(a) "Other" consists of non-reportable business segments, primarily MDSI.
The Electrical Component Products had intersegment sales $15.2 million and $13.3
million in 2004 and 2003, respectively.
Page 7
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
5. Goodwill and Other Intangible Assets
At March 31, 2004, goodwill by segment consisted of Electrical Components
- $217.7 million, Compressors - $17.4 million, Pumps - $5.1 million, and
Engine & Power Train - $2.5 million.
Other intangible assets consisted of the following:
GROSS
CARRYING ACCUMULATED
AMOUNT AMORTIZATION NET AMORTIZABLE LIFE
------ ------------ --- ----------------
Intangible assets subject to amortization:
Two year non-compete agreement $15.0 $9.4 5.6 2 years
Customer relationships and contracts 39.3 3.4 35.9 6-15 years
Technology 15.4 2.7 12.7 3-10 years
Trade-name and trademarks 0.8 0.2 0.6 3-8 years
----- ----- -----
Total 70.5 15.7 54.8
Intangible assets not subject to amortization:
Trade name 16.9 16.9
----- ----- -----
Total intangible assets $87.4 $15.7 $71.7
===== ===== =====
The estimated amortization expense over the next five years is $12.5
million for 2004 and approximately $5.0 million annually for 2005 through
2008. Amortization expense for the three months ended March 31, 2004 was
$3.1 million compared to $2.5 million for the three months ended March 31,
2003.
6. Pension and Other Postretirement Benefit Plans
Components of net periodic benefit (income) cost for the three months
ended March 31:
PENSION BENEFITS OTHER BENEFITS
--------------------- --------------------
2004 2003 2004 2003
----- ----- ----- -----
Service Cost $ 2.2 $ 2.0 $ 1.1 $ 1.2
Interest Cost 5.4 5.6 2.8 3.1
Expected return on plan assets (10.5) (9.8) -- --
Amortization of prior service costs 0.3 0.4 (0.3) (0.3)
Amortization of net (gain) loss (1.1) (1.4) (1.0) (1.1)
----- ----- ----- -----
Net periodic benefit (income) cost ($3.7) ($3.2) $ 2.6 $ 2.9
===== ===== ===== =====
The Company previously disclosed in its financial statements for the year
ended December 2003, that it expected to contribute $0.2 million to one of
its pension plans in 2004. As of March 31, 2004, $0.03 million of
contributions have been made. The Company presently anticipates
contributing an additional $0.1 million to fund this pension plan in 2004
for a total of $0.13 million.
Page 8
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
On December 8, 2003, President Bush signed into law a bill that expands
Medicare, primarily adding a prescription drug benefit for
Medicare-eligible retirees starting in 2006. The Company anticipates that
the benefits it pays after 2006 will be lower as a result of the new
Medicare provisions; however, the retiree medical obligations and costs
reported do not reflect the impact of this legislation. Deferring the
recognition of the new Medicare provisions' impact is permitted by
Financial Accounting Standards Board Staff Position 106-1 due to open
questions about some of the new Medicare provisions and a lack of
authoritative accounting guidance about certain matters. The final
accounting guidance could require changes to previously reported
information.
7. Restructuring Charges, Impairments and Other Items
First quarter 2003 results were adversely affected by a $13.6 million
($8.7 million net of tax or $0.47 per share) charge related to
environmental costs at the Company's Sheboygan Falls, Wisconsin facility.
On March 25, 2003, with the cooperation of the Environmental Protection
Agency, the Company entered into a Liability Transfer and Assumption
Agreement (the "Liability Transfer Agreement") with Pollution Risk
Services, LLC ("PRS"), whereby PRS assumed substantially all of the
Company's responsibilities, obligations and liabilities for remediation of
the Sheboygan River and Harbor Superfund Site (the "Site"). While the
Company believes the Liability Transfer Agreement with PRS is sufficient
to satisfy substantially all of the Company's environmental
responsibilities with respect to the Site, the Liability Transfer
Agreement does not constitute a legal discharge or release of the
Company's liabilities with respect to the Site. The cost of the Liability
Transfer Agreement was $39.2 million. The charge consists of the
difference between the cost of the Liability Transfer Agreement and
amounts previously accrued for the cleanup.
The facility was subsequently closed during the third quarter of 2003, and
in October 2003, the Company transferred title of the property to PRS
pursuant to the overall arrangement.
8. Guarantees and Warranties
A portion of accounts receivable at the Company's Brazilian subsidiary are
sold with recourse. Brazilian receivables sold at March 31, 2004 and
December 31, 2003 were $52.6 million and $64.5 million, respectively. The
Company estimates the fair value of the contingent liability related to
these receivables to be $0.1 million, which is included in operating
income and allowance for doubtful accounts.
Page 9
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A provision for estimated future warranty costs and estimated returns for
credit relating to warranty are recorded when products are sold and
revenue recognized. A reconciliation of the changes in the Company's
product warranty liability follows:
Three Months Ended
(Dollars in millions) March 31, 2004
--------------
Balance at January 1, 2004 $34.0
Accruals for warranties 6.8
Settlements made (in cash or in kind) (4.4)
Effect of foreign currency translation (0.1)
-----
Balance at March 31, 2004 $36.3
=====
9. Environmental Matters
The Company has been named by the U.S. Environmental Protection Agency
("EPA") as a potentially responsible party ("PRP") in connection with the
Sheboygan River and Harbor Superfund Site in Wisconsin. In May 2000, the
EPA issued a Record of Decision ("ROD") selecting the remedy for the Site.
The Company is one of several named PRP's in the proposed cleanup action.
The EPA has estimated the cost of cleanup at $40.9 million. Additionally,
the Wisconsin Department of Natural Resources ("WDNR"), as a Natural
Resource Trustee, is investigating what additional requirements, if any,
the state may have beyond those specified under the ROD.
The EPA has indicated its intent to address the Site in two phases, with
the plant site and upper river constituting the first phase ("Phase I")
and the middle and lower river and harbor being the second phase ("Phase
II"). In March 2003, the Company entered into a Consent Decree concerning
the performance of remedial design and remedial action for Phase I. The
Consent Decree has also been approved by the U.S. Department of Justice,
but has yet to become a final judgment pending approval by the pertinent
federal district court. Negotiation of a Consent Decree regarding Phase II
has yet to commence.
On March 25, 2003, with the cooperation of the EPA, the Company and
Pollution Risk Services, LLC ("PRS") entered into a Liability Transfer and
Assumption Agreement (the "Liability Transfer Agreement"). Under the terms
of the Liability Transfer Agreement, PRS assumed all of the Company's
responsibilities, obligations and liabilities for remediation of the
entire Site and the associated costs, except for certain specifically
enumerated liabilities. Also, as required by the Liability Transfer
Agreement, the Company has purchased Remediation Cost Cap insurance, with
a 30 year term, in the amount of $100.0 million and Environmental Site
Liability insurance in the amount of $20.0 million. The Company believes
such insurance coverage will provide sufficient assurance for completion
of the responsibilities, obligations and liabilities assumed by PRS under
the Liability Transfer Agreement. On October 10, 2003, in conjunction with
the Liability Transfer Agreement, the Company completed the transfer of
title to the Sheboygan Falls, Wisconsin property to PRS.
The total cost of the Liability Transfer Agreement to the Company,
including the cost of the insurance policies, was $39.2 million. The
Company recognized a nonrecurring charge of
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
$13.6 million ($8.7 million net of tax ) in the first quarter of 2003. The
charge consists of the difference between the cost of the Liability
Transfer Agreement and amounts previously accrued for the cleanup. The
Company continues to maintain an additional reserve of $0.5 million to
reflect its potential environmental liability arising from operations at
the Site, including potential residual liabilities not assumed by PRS
pursuant to the Liability Transfer Agreement.
It is the intent of the Company, PRS and the EPA to negotiate provisions
that would add PRS as a PRP by amendment to the Consent Decree, which
requires the approval of the U.S. Department of Justice. Until such
approval is received, U.S. GAAP requires that the Company continue to
record the full amount of the estimated remediation liability of $39.7
million and a corresponding asset of $39.2 million included in Other
Assets in the balance sheet. While the Company believes the arrangements
with PRS are sufficient to satisfy substantially all of the Company's
environmental responsibilities with respect to the Site, these
arrangements do not constitute a legal discharge or release of the
Company's liabilities with respect to the Site. The actual cost of this
obligation will be governed by numerous factors, including, without
limitation, the requirements of the WDNR, and may be greater or lower than
the amount accrued.
With respect to other environmental matters, the Company, in cooperation
with the WDNR, conducted an investigation of soil and groundwater
contamination at the Company's Grafton, Wisconsin plant. It was determined
that contamination from petroleum and degreasing products used at the
plant are contributing to an off-site groundwater plume. The Company began
remediation of soils in 2001 on the east side of the facility. Additional
remediation of soils began in the fall of 2002 in two other areas on the
plant site. At March 31, 2004, the Company had accrued $2.7 million for
the total estimated cost associated with the investigation and remediation
of the on-site contamination. Investigative efforts related to the
potential off-site groundwater contamination have to date been limited in
their nature and scope. The extent, timing, and cost of off-site
remediation requirements, if any, are not presently determinable.
The WDNR requested that the Company join it in a cooperative effort to
investigate and cleanup PCB contamination in the watershed of the south
branch of the Manitowoc River, downstream of the Company's New Holstein,
Wisconsin facility. Despite the fact that the WDNR's investigation does
not establish the parties responsible for the PCB contamination, the WDNR
has indicated that it believes the Company is a source and that it expects
the Company to participate in the cleanup. The Company has participated in
the first phase of a cooperative cleanup, consisting of joint funding of
the removal of soils and sediments in the source area near its facility.
The next phase of the cooperative effort is scheduled to occur mid-2004
involving a segment downstream of the source area. The Company has
provided approximately $2.5 million for these costs. Although
participation in a cooperative remedial effort after this phase for the
balance of the watershed is under consideration, it is not possible to
reasonably estimate the cost of any such participation at this time.
In addition to the above mentioned sites, the Company is also currently
participating with the EPA and various state agencies at certain other
sites to determine the nature and extent of any remedial action which may
be necessary with regard to such other sites. At March 31,
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
2004 and December 31, 2003, the Company had accrued $46.4 million and
$46.6 million, respectively, for environmental remediation, including the
amounts noted above relating to the Sheboygan River and Harbor Superfund
Site. As these matters continue toward final resolution, amounts in excess
of those already provided may be necessary to discharge the Company from
its obligations for these sites. Such amounts, depending on their amount
and timing, could be material to reported net income in the particular
quarter or period which they are recorded. In addition, the ultimate
resolution of these matters, either individually or in the aggregate,
could be material to the consolidated financial statements.
10. Commitments and Contingencies
The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters
incidental to its business. Although the ultimate outcome of these matters
cannot be predicted with certainty, and some may be disposed of
unfavorably to the Company, management has no reason to believe that their
disposition will have a material adverse effect on the consolidated
financial position or results of operations of the Company.
Page 12
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net income for the first quarter of 2004 amounted to $6.4 million
or $0.34 per share compared to $2.4 million or $0.13 per share in the first
quarter of 2003. First quarter 2003 results included a charge of $13.6 million
($8.7 million net of tax or $0.47 per share) related to environmental costs at
the Company's Sheboygan Falls, Wisconsin facility. Exclusive of this
environmental-related charge, 2004 first quarter operating results declined from
the first quarter 2003 primarily due to lower results from the compressor
business. As described in more detail below, the trends that influenced these
operating results included differences in exchange rates, higher commodity
prices, and ongoing competitive pressures from foreign competition.
Consolidated net sales in the first quarter of 2004 increased to $477.0 million
from $473.9 million in 2003. Changes in foreign currency exchange rates
increased sales by $20.5 million in comparison to the first quarter 2003.
Excluding the effects of currency fluctuation, sales in the first quarter 2004
declined primarily due to the Engine & Power Train business, where sales volumes
were lower in both North America and Europe, and the North American-based
compressor operations.
Compressor Products
First quarter 2004 sales in the Company's compressor business increased to
$211.9 million from $203.7 million in the first quarter of 2003 due to the
effects of foreign currency translation, which increased sales by approximately
$14.7 million. This currency-related sales increase was partially offset by a
$4.3 million decline in sales of compressors built in North America and used in
unitary air conditioning applications.
Compressor business operating income for the first quarter of 2004 amounted to
$11.9 million compared to $20.9 million in the first quarter of 2003. The
decrease in operating income for the first quarter of 2004 versus the comparable
2003 quarter reflected specific factors that affected operating results in
Brazil, India and North America.
Operating income attributable to the Brazilian operations was lower by $6.1
million due to the weak U.S. Dollar that narrowed margins on U.S.
Dollar-denominated sales, an unfavorable shift in product sales mix, and higher
commodity prices. The average exchange rate for the first quarter of 2004 was
17% weaker than the average for the first quarter of 2003. Despite the decline
in results, the Brazilian operations remain important to the group, and for the
three month periods ended March 31, 2004 and 2003, represented 64% and 66%,
respectively, of operating income of the Compressor business. Operating income
attributable to the Indian operations declined by $1.6 million due to the
government's lowering of duties on compressors imported into India, which had a
significant deflationary effect on compressor prices within India. Higher
commodity prices and higher fixed costs associated with production enhancements
were also factors in India. North American operation's operating income declined
by $1.2 million. The deterioration was commensurate with the continued decline
in North American-sourced sales, which were 8% lower in the first quarter of
2004 versus 2003.
Page 13
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Electrical Component Products
Electrical Components business sales were $107.0 million in the first quarter of
2004 compared to $107.8 million in the first quarter of 2003. Volume declines in
gear motor and actuator sales were offset by higher sales in the Asian region,
mostly attributable to the effects of foreign currency translation.
Electrical Components operating income for the first quarter of 2004 amounted to
$3.4 million compared to $1.9 million in the first quarter of 2003. The
improvement in operating income largely resulted from the absence in 2004 of the
$4.2 million write-up of FASCO inventory, recorded at December 31, 2002 in
connection with purchase accounting, that was subsequently recognized in cost of
sales during the first quarter of 2003. This improvement was partially offset by
commodity cost increases; warranty, response and expediting costs incurred as a
result of a product design change for an automotive segment customer; and higher
intangible amortization resulting from the finalization of purchase accounting
in the second quarter of 2003.
Engine & Power Train Products
Engine & Power Train business sales amounted to $124.3 million in the first
quarter of 2004 compared to $130.3 million in the first quarter of 2003. The
decline in sales for the first quarter reflected a 40% decline in sales volumes
at the Company's European operations, where the effects of a dry, hot summer in
2003 left excess inventory in the retail pipeline, and the strength of the Euro
versus the Dollar weakened the operation's competitiveness. This decline equated
to $11.2 million excluding the effects of currency translation. In addition,
sales volumes declined by 4% in North America due to temporary shortfalls in
engine shipments. Despite strong industry demand, difficulties in achieving
normal production levels in Brazil and difficulties experienced with the
domestic third-party supply of aluminum castings resulted in some delayed
shipping to certain of the Company's North American customers.
Engine & Power Train business operating loss in the first quarter of 2004
amounted to $2.9 million compared to a loss of $3.7 million in the first quarter
of 2003. The improvement in first quarter results reflected a significant
improvement in the operating results of the North American engine operations due
to the cost reductions achieved with the closure of the Douglas, Georgia and
Sheboygan Falls, Wisconsin facilities last year and a favorable shift in product
sales mix in 2004. These gains were partially offset by start-up costs and
ramp-up inefficiencies at the Curitiba, Brazil facility, reduced profitability
at the European operations due to the lower sales volumes, and product rework
involving engines produced in the Company's facility in the Czech Republic that
was necessitated by defective parts received from a supplier.
Pump Products
Pump business sales in the first quarter of 2004 amounted to $33.4 million
compared to $31.9 million in 2003. The 5% increase in first quarter sales was
primarily attributed to robust sales in
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the water gardening and HVAC markets, partially offset by a decline in pumps
sold directly to one retailer who elected to exit the category.
Operating income amounted to $3.3 million in the first quarter of 2004 compared
to $3.5 million in 2003. The slight decrease in operating income was primarily
attributable to higher engineering and administrative costs.
Restructuring Charges, Impairments and Other Items
First quarter 2003 results were adversely affected by a $13.6 million ($8.7
million net of tax or $0.47 per share) charge related to environmental costs at
the Company's Sheboygan Falls, Wisconsin facility. On March 25, 2003, with the
cooperation of the Environmental Protection Agency, the Company entered into a
liability transfer agreement with Pollution Risk Services, LLC ("PRS"), whereby
PRS assumed substantially all of the Company's responsibilities, obligations and
liabilities for remediation of the Sheboygan River and Harbor Superfund Site.
The cost of the liability transfer arrangement was $39.2 million. The charge
consisted of the difference between the cost of the arrangement and amounts
previously accrued for the cleanup. This facility was subsequently closed during
the third quarter of 2003, and in October 2003, the Company transferred the
title of the property to PRS pursuant to the overall arrangement.
Interest Expense
Interest expense amounted to $5.6 million in the first quarter of 2004 compared
to $5.3 million in the first quarter of 2003. The increase is primarily related
to a higher effective rate on the Company's Senior Guaranteed Notes, including
the effects of its interest rate swap agreement versus the rate applicable to
the bridge financing in effect between December 30, 2002, the date of the FASCO
acquisition, and March 5, 2003, the date of the Senior Guaranteed Note Issuance.
Interest Income and Other, Net
Interest income and other, net amounted to $4.6 million in the first quarter of
2004 compared to $4.9 million in the first quarter of 2003. This decrease
resulted primarily from lower average interest rates applicable to deposits in
Brazil.
Taxes on Income
The effective income tax rate for the first three months of 2004 was 34.7%
compared to 36.8% for the same period in 2003. The lower rate in 2004 is
reflective of the Company's most recent experience, whereas first quarter 2003
was reflective of the Company's initial estimate of the effect of the addition
of FASCO to the Company.
Outlook
The Company does not expect 2004 worldwide market conditions in its major
segments to improve much over 2003. Recent growth in overall economic activity
will only have a moderately
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
positive effect given the fundamental characteristics of these markets, which
include worldwide over-capacity, deflationary pricing, and an erosion of
U.S.-based customers. In addition, weakness in the U.S. Dollar will continue to
negatively affect the Company's comparable year-over-year earnings in the near
term, and significant increases in commodity prices will also adversely affect
comparative earnings if adequate product price increases are not accepted in the
marketplace.
While the Company has taken significant actions over the last several years to
improve its cost position, product competitiveness and value proposition to its
customers, more will be needed in order to meet the growth and profitability
objectives of the Company. Alternatives continue to be evaluated on how best to
compete in the highly competitive segments in which the Company operates. As
further actions are taken, it is likely that additional restructuring charges
impacting future results will be incurred. While the amount and timing of these
charges cannot currently be accurately predicted, they may affect several
quarterly periods or years, and they could be material to the reported results
in the particular quarter or year in which they are recorded.
LIQUIDITY, CAPITAL RESOURCES AND RISKS
Historically, the Company's primary source of cash has been net cash provided by
operations. Operating activities in the first quarter of 2004 used cash of $3.8
million compared to $82.3 million in 2003. The improvement in 2004 resulted
primarily from a smaller additional investment in net working capital over the
quarter in comparison to the previous year's quarter and the absence of the
$39.2 cash payment for the Liability Transfer and Assumption Agreement. Working
capital of $559.0 million at March 31, 2004 was up slightly from $545.5 million
at the end of 2003.
Working capital requirements and planned capital investments for 2004 are
expected to be financed primarily through internally generated funds; however,
short-term borrowings and various financial instruments are utilized from time
to time to hedge currency risk and finance foreign working capital requirements.
The Company maintains a $125 million revolving credit facility that is available
for general corporate purposes. The Company may also utilize long-term financing
arrangements in connection with state investment incentive programs.
The Company will continue to focus its efforts on improving the profitability
and competitiveness of its worldwide operations. It is likely that additional
production relocation and consolidation initiatives will take place during 2004
that could have a material effect on the consolidated financial position and
future results of operations of the Company. These initiatives could include
joint ventures or business combinations.
Environmental Matters
The Company is subject to various federal, state and local laws relating to the
protection of the environment, and is actively involved in various stages of
investigation or remediation for sites where contamination has been alleged.
(See Note 6 to the financial statements.) Liabilities, relating to probable
remediation activities, are recorded when the costs of such activities can be
Page 16
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
reasonably estimated based on the facts and circumstances currently known.
Difficulties exist estimating the future timing and ultimate costs to be
incurred due to uncertainties regarding the status of laws, regulations, levels
of required remediation, changes in remediation technology and information
available.
At March 31, 2004 and December 31, 2003, the Company had accrued $46.4 and $46.6
million, respectively, for environmental remediation. As these matters continue
toward final resolution, amounts in excess of those already provided may be
necessary to discharge the Company from its obligations for these sites. Such
amounts, depending on their amount and timing, could be material to reported net
income in the particular quarter or period in which they are recorded. In
addition, the ultimate resolution of these matters, either individually or in
the aggregate, could be material to the consolidated financial statements.
CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to the safe
harbor provisions created by that Act. In addition, forward-looking statements
may be made orally in the future by or on behalf of the Company. Forward-looking
statements can be identified by the use of terms such as "expects", "should",
"may", "believes", "anticipates", "will", and other future tense and
forward-looking terminology, or by the fact that they appear under the caption
"Outlook."
Readers are cautioned that actual results may differ materially from those
projected as a result of certain risks and uncertainties, including, but not
limited to, i) changes in business conditions and the economy in general in both
foreign and domestic markets; ii) the effect of terrorist activity and armed
conflict; iii) weather conditions affecting demand for air conditioners, lawn
and garden products, portable power generators and snow throwers; iv) the
success of the Company's ongoing effort to bring costs in line with projected
production levels and product mix; v) financial market changes, including
fluctuations in interest rates and foreign currency exchange rates; vi) economic
trend factors such as housing starts; vii) emerging governmental regulations;
viii) availability and cost of materials, particularly commodities, including
steel, cooper and aluminum, whose cost can be subject to significant variation;
ix) actions of competitors; x) the ultimate cost of resolving environmental
matters; xi) the Company's ability to profitably develop, manufacture and sell
both new and existing products; xii) the extent of any business disruption that
may result from the restructuring and realignment of the Company's manufacturing
operations, the ultimate cost of those initiatives and the amount of savings
actually realized; xiii) potential political and economic adversities that could
adversely affect anticipated sales and production in Brazil; and xiv) potential
political and economic adversities that could adversely affect anticipated sales
and production in India, including potential military conflict with neighboring
countries. These forward-looking statements are made only as of the date hereof,
and the Company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
Page 17
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to risk during the normal course of business from credit
risk associated with accounts receivable and from changes in interest rates,
commodity prices and foreign currency exchange rates. The exposure to these
risks is managed through a combination of normal operating and financing
activities which include the use of derivative financial instruments in the form
of foreign currency forward exchange contracts and commodity forward purchasing
contracts. Fluctuations in commodity prices and foreign currency exchange rates
can be volatile, and the Company's risk management activities do not totally
eliminate these risks. Consequently, these fluctuations can have a significant
effect on results. A discussion of the Company's policies and procedures
regarding the management of market risk and the use of derivative financial
instruments was provided in its Annual Report on Form 10-K in Item 7A and in
Notes 1 and 10 of the Notes to Consolidated Financial Statements. The Company
does not utilize financial instruments for trading or other speculative
purposes. There have been no changes in these policies or procedures during the
first quarter of 2004.
The Company utilizes foreign currency forward exchange contracts to hedge
foreign currency receivables, payables and other known transactional exposures
for periods consistent with the expected cash flows of the underlying
transactions. The contracts generally mature within one year and are designed to
limit exposure to exchange rate fluctuations because gains and losses on the
hedged transactions offset gains and losses on the contracts. At March 31, 2004
and December 31, 2003, the Company held foreign currency forward exchange
contracts and foreign currency call options with total notional values in the
amount of $24.5 and $16.3 million, respectively.
The Company uses commodity forward purchasing contracts to help control the cost
of traded commodities, primarily copper and aluminum, used as raw material in
the production of motors, electrical components and engines. Local management is
allowed to contract commodity forwards for a limited percentage of projected raw
material requirements up to one year in advance. The total values of commodity
forwards outstanding at March 31, 2004 and December 31, 2003 were $12.5 and
$16.1 million, respectively.
The Company is subject to interest rate risk, primarily associated with its
borrowings. The Company's $300 million Senior Guaranteed Notes are fixed-rate
debt. The Company has entered into fixed to variable interest rate swaps with
notional amounts totaling $125.0 million. The Company's remaining borrowings,
which consist of bank borrowings by its foreign subsidiaries and Industrial
Development Revenue Bonds, are variable-rate debt. Currently, including the
effect of the interest rate swaps, 42% of the Company's total debt is
fixed-rate. While changes in interest rates impact the fair value of this debt,
there is no impact to earnings and cash flow because the Company intends to hold
these obligations to maturity unless refinancing conditions are favorable.
Alternatively, while changes in interest rates do not affect the fair value of
the Company's variable-interest rate debt, they do affect future earnings and
cash flows. A 1% increase in interest rates would increase interest expense for
the year by approximately $2.4 million.
Page 18
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION - ITEM 4
CONTROLS AND PROCEDURES
As of the end of the fiscal quarter covered by this report, the Company carried
out an evaluation under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer and the Company's Vice President, Treasurer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Company's President and Chief Executive Officer along with the
Company's Vice President, Treasurer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings.
There have been no significant changes in the Company's internal controls or in
other factors which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.
Page 19
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Tecumseh Products Company was held on
April 28, 2004. Proxies for the meeting were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's solicitation.
All of management's nominees for directors as listed in the proxy statement were
elected with the following votes:
VOTES
DIRECTOR VOTES FOR WITHHELD
-------- --------- --------
Peter M. Banks 4,687,750 3,846
Jon E. Barfield 4,688,151 3,445
J. Russell Fowler 4,686,570 5,026
Todd W. Herrick 4,660,721 30,875
Virginia A. Kamsky 4,673,766 17,830
David M. Risley 4,159,510 532,086
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
Number Description
------ -----------
31.1 Certification of the President and Chief Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of the President and Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) On January 22, 2004, the Company filed a report on Form 8-K
regarding the recognition of $29.5 million charge for the impairment
of goodwill.
On January 30, 2004, the Company filed a report on Form 8-K
reporting its fourth quarter and full year 2003 financial data and
investor presentation.
On March 16, 2004, the Company filed a report on Form 8-K regarding
the resignation of its Vice President, Treasurer, Chief Financial
Officer and director, David W. Kay.
On April 1, 2004, the Company filed a report on Form 8-K regarding
the appointment of James S. Nicholson as Vice President, Treasurer
and Chief Financial Officer.
Page 20
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECUMSEH PRODUCTS COMPANY
-------------------------
(Registrant)
Dated: May 3, 2004 BY: /s/ JAMES S. NICHOLSON
-------------------------- --------------------------------------
James S. Nicholson
Vice President, Treasurer and
Chief Financial Officer (on behalf
of the Registrant and as principal
financial officer)
Page 21
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
31.1 Certification of the President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President and Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.