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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 29, 2003 COMMISSION FILE NO. 000-27308.
AAVID THERMAL TECHNOLOGIES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 02-0466826
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE EAGLE SQUARE, SUITE 509, CONCORD, NH 03301
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 224-1117
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 [ ] No [X](1)
Aggregate market value of the Registrant's common stock held by
non-affiliates: N/A. The number of outstanding shares of the registrant's Common
Stock as of April 30, 2003 was 1,018.87 shares of class A, 1,078.87 shares of
Class B and 40 shares of Class H, all of which are owned by Heat Holdings Corp.
On February 2, 2000, a wholly-owned subsidiary of Heat Holdings Corp. was merged
with and into the Registrant with the Registrant becoming a wholly-owned
subsidiary of Heat Holdings Corp. and each share of Registrant's then
outstanding common stock was converted into $25.50 in cash. The Registrant's
Common Stock is no longer publicly traded; however, the Registrant's Senior
Subordinated Notes are publicly traded.
- --------------------
(1) Although the Company has not been subject to such filing requirements for
the past 90 days, it has filed all reports required to be filed by Section 15(d)
of the Securities Exchange Act (the "Act") of 1934 during the preceding twelve
months. Pursuant to Section 15(d) of the Act, the Company's duty to file reports
is automatically suspended as a result of having fewer than 300 holders of
record of each class of its debt securities outstanding, as of January 1, 2003,
but the Company agreed under the terms of certain long-term debt covenants to
continue these filings.
AAVID THERMAL TECHNOLOGIES, INC.
INDEX TO FORM 10-Q
PAGE
----
Part I. Financial Information
Item 1. Financial Statements
a.) Consolidated Balance Sheets as of March 29, 2003 and
December 31, 2002.................................................................................... 3
b.) Consolidated Statements of Operations for the quarters
ended March 29, 2003 and March 30, 2002.............................................................. 4
c.) Consolidated Statements of Cash Flows for the quarters
ended March 29, 2003 and March 30, 2002.............................................................. 5
d.) Notes to Consolidated Financial Statements........................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................ 18
Item 4. Controls and Procedures.............................................................................. 24
Part II. Other Information
Item 1. Legal Proceedings.................................................................................... 24
Item 6. Exhibits and Reports on Form 8-K..................................................................... 25
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
MARCH 29,
2003 DECEMBER 31,
(UNAUDITED) 2002
----------- -----------
ASSETS
Cash and cash equivalents ........................................................... $ 11,986 $ 12,297
Accounts receivable-trade, less allowance for doubtful accounts ..................... 34,177 33,114
Notes receivable .................................................................... -- 82
Inventories ......................................................................... 7,529 6,854
Refundable taxes .................................................................... 82 193
Deferred income taxes ............................................................... 1,474 1,139
Prepaid and other current assets .................................................... 4,909 5,077
--------- ---------
Total current assets ............................................................ 60,157 58,756
Property, plant and equipment, net .................................................. 28,841 29,618
Goodwill ............................................................................ 39,433 39,433
Developed technology, net ........................................................... 3,969 4,786
Deferred financing fees ............................................................. 4,183 4,410
Deferred income taxes ............................................................... 356 364
Other assets, net ................................................................... 1,685 1,685
--------- ---------
Total assets .................................................................... $ 138,624 $ 139,052
========= =========
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' DEFICIT
Accounts payable-trade .............................................................. $ 12,079 $ 11,409
Current portion of long term debt obligations ....................................... 13,115 8,934
Income taxes payable ................................................................ 3,600 3,935
Restructuring charges ............................................................... 891 1,006
Deferred revenue .................................................................... 34,176 29,860
Accrued expenses and other current liabilities ...................................... 17,838 22,971
--------- ---------
Total current liabilities ....................................................... 81,699 78,115
Long term debt obligations, net of current portion .................................. 130,215 130,516
Deferred income taxes ............................................................... 247 250
--------- ---------
Total liabilities ............................................................... 212,161 208,881
--------- ---------
Minority interests in consolidated subsidiaries ..................................... 587 587
Stockholders' deficit:
Series A Preferred Stock, $.0001 par value; authorized 100 shares; 67.71
shares issued and outstanding (Liquidation value of $5,858 at March 29, 2003).... -- --
Series B Preferred Stock, $.0001 par value; authorized 100 shares; 67.71
shares issued and outstanding (Liquidation value of $5,858 at March 29, 2003).... -- --
Class A Common Stock, $.0001 par value; authorized 1,400 shares;
1,018.87 shares issued and outstanding .......................................... -- --
Class B Common Stock, $.0001 par value; authorized
1,400 shares; 1,078.87 shares issued and outstanding ............................ -- --
Class H Common Stock, $.0001 par value; authorized
200 shares; 40 shares issued and outstanding .................................... -- --
Warrants to purchase 49.52 shares of Class A common stock
and 49.52 shares of Class H common stock ........................................ 3,764 3,764
Additional paid-in capital .......................................................... 188,007 188,007
Cumulative translation adjustment ................................................... (110) 156
Accumulated deficit ................................................................. (265,785) (262,343)
--------- ---------
Total stockholders' deficit ..................................................... (74,124) (70,416)
--------- ---------
Total liabilities, minority interests and
stockholders' deficit ........................................................ $ 138,624 $ 139,052
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
3
AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
QUARTER QUARTER*
ENDED ENDED
MARCH 29, MARCH 30,
2003 2002
--------- ---------
Net sales ..................................... $ 43,831 $ 38,432
Cost of goods sold ............................ 22,453 22,534
-------- --------
Gross profit ............................... 21,378 15,898
Selling, general and administrative expenses 15,179 13,287
Amortization of intangible assets ............. 847 856
Research and development ...................... 3,842 3,142
-------- --------
Income (loss) from operations .............. 1,510 (1,387)
Interest expense, net ......................... (4,589) (5,225)
Other income, net ............................. 232 39
-------- --------
Loss from continuing operations
before income taxes ..................... (2,847) (6,573)
Income tax expense ............................ (595) (1,043)
-------- --------
Loss from continuing operations ............ (3,442) (7,616)
Loss from discontinued operations ............. -- (341)
-------- --------
Net loss ...................................... $ (3,442) $ (7,957)
======== ========
* Restated. See Note 2.
The accompanying notes are an integral part of these consolidated financial
statements.
4
AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
FOR THE FOR THE
QUARTER QUARTER
ENDED ENDED
MARCH 29, MARCH 30,
2003 2002*
--------- ---------
Cash flows used in operating activities:
Loss from continuing operations ............................. $ (3,442) $ (7,616)
Loss from discontinued operations ........................... -- (341)
-------- --------
Net loss .................................................... (3,442) (7,957)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation ................................................ 1,948 2,058
Amortization and accretion of bond discount ................. 1,245 1,253
Loss on sale of property, plant and equipment ............... 158 6
Deferred income taxes ....................................... (319) --
Changes in assets and liabilities:
Accounts receivable -- trade ................................ (932) (1,621)
Inventories ................................................. (653) 896
Prepaid and other current assets ............................ 307 (434)
Notes receivable ............................................ 82 77
Net assets of discontinued operations ....................... -- 364
Other long term assets ...................................... (33) 41
Accounts payable - trade .................................... 619 (2,090)
Income taxes payable ........................................ (314) (76)
Deferred revenue ............................................ 4,230 4,175
Accrued expenses and other current liabilities .............. (4,971) (5,468)
-------- --------
Total adjustments ...................................... 1,367 (819)
-------- --------
Net cash used in operating activities .................. (2,075) (8,776)
Cash flows used in investing activities:
Purchases of property, plant & equipment .................... (1,064) (1,248)
Proceeds from sale of property, plant and equipment ......... 153 6
-------- --------
Net cash used in investing activities .................. (911) (1,242)
Cash flows provided by financing activities:
Issuance of preferred stock and warrant ..................... -- 12,000
Advances on line of credit, net ............................. 4,216 233
Principal payments under debt obligations ................... (577) (2,154)
Advances under debt obligations ............................. -- 5
-------- --------
Net cash provided by financing activities .............. 3,639 10,084
Foreign exchange rate effect on cash and cash equivalents ..... (964) (27)
-------- --------
Net (decrease) increase in cash and cash equivalents .......... (311) 39
Cash and cash equivalents, beginning of period ................ 12,297 14,538
-------- --------
Cash and cash equivalents, end of period ...................... $ 11,986 $ 14,577
======== ========
Supplemental disclosure of cash flow information:
Interest paid ............................................... $ 8,127 $ 8,745
======== ========
Income taxes paid ........................................... $ 1,233 $ 965
======== ========
* Restated. See Note 2.
The accompanying notes are an integral part of these consolidated financial
statements.
5
AAVID THERMAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)
(1) ORGANIZATION AND MERGER
Aavid Thermal Technologies, Inc. (the "Company" or "Aavid") is a leading
global provider of thermal management solutions for electronic products and the
leading developer and marketer of Computational Fluid Dynamics (CFD) software.
On February 2, 2000, the Company was acquired by Heat Holdings Corp., a
corporation newly formed by Willis Stein & Partners II, L.P. (the "Merger").
Pursuant to the Merger, Aavid stockholders received $25.50 in cash for each
outstanding share of common stock. In addition, all outstanding stock options
and warrants were cashed out. The Merger was accounted for using the purchase
method.
The Merger and related transaction costs were funded by a cash contribution
from Heat Holdings and an affiliate of $152,000, proceeds of $148,312, net of
original issue discount, from the sale by the Company of 12 3/4% senior
subordinated notes and warrants due 2007, $54,700 pursuant to a new credit
facility entered into by the Company, and approximately $4,653 of cash on hand.
Additionally, the Company used $7,085 of cash on hand to pay financing fees
associated with the senior credit facility and 12 3/4% senior subordinated
notes. Net assets on the date of acquisition were $156,560. Based upon fair
value of assets acquired and liabilities assumed, goodwill of $183,676 was
established. Approximately $113,705 of this goodwill is attributable to Aavid
Thermalloy, the hardware business, and was being amortized over 20 years through
December 31, 2001. The remainder, $69,971, is attributable to Fluent, the CFD
software business, and was being amortized over 4 years through December 31,
2001. During the fourth quarter of 2001, the Company wrote off the goodwill
attributable to Aavid Thermalloy after performing a review for impairment under
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."
The impairment charge recorded in the fourth quarter of 2001 related to the
goodwill attributable to Aavid Thermalloy was $95,651. The Company adopted SFAS
142, "Goodwill and Other Intangible Assets," on January 1, 2002. Under the
provisions of SFAS 142, the remaining goodwill attributable to Fluent is no
longer amortized, but instead will be tested for impairment at least annually.
Of the $152,000 cash contribution, $4,811 was invested by Heat Holdings II
Corp., an affiliate of Heat Holdings, to acquire 95% of the common equity of
Aavid Thermalloy, LLC, the thermal management hardware business. The Company
controls Aavid Thermalloy, LLC through a preferred equity interest and holds a
5% common equity interest and thus consolidates Aavid Thermalloy LLC in its
results within the accompanying financial statements. The investment by Heat
Holdings II Corp. has been recorded as minority interests within the
accompanying financial statements.
On February 2, 2000, as part of the transactions relating to the Merger,
the Company issued 150,000 units (the "Units"), consisting of $150,000 aggregate
principal amount of its 12 3/4% Senior Subordinated Notes due 2007 (the "Notes")
and warrants (the "Warrants") to purchase an aggregate of 60 shares of the
Company's Class A Common Stock, par value $0.0001 per share, and 60 shares of
the Company's Class H Common Stock, par value $0.0001 per share. The Notes are
fully and unconditionally guaranteed on a joint and several basis by each of the
Company's domestic subsidiaries (the "Subsidiary Guarantors") (see note 10 for
selected consolidating financial statements of parent, guarantors and
non-guarantors). The Notes were issued pursuant to an Indenture (the
"Indenture") among the Company, the Subsidiary Guarantors and Bankers Trust
Company, as trustee. $4,560 of the proceeds from the sale of the Units was
allocated to the fair value of the Warrants and $143,752 was allocated to the
Notes, net of original issue discount of $1,688. The total discount of $6,248 is
being accreted over the term of the notes, using the effective interest rate
method. This accretion is recorded as interest expense within the accompanying
statement of operations for the quarters ended March 29, 2003 and March 30,
2002.
In connection with the Merger, the Company entered into an amended and
restated credit facility (the "Amended and Restated Credit Facility"). The
Amended and Restated Credit Facility provided for a $22,000 revolving credit
facility (the "Revolving Facility") (of which $1,700 was drawn at the closing of
the Merger) and a $53,000 term loan facility (the "Term Facility") (which was
fully drawn at the closing of the Merger).
On May 4, 2001, in response to the Company not being in compliance with a
leverage ratio covenant at December 31, 2000, certain of the Company's
stockholders and their affiliates made an equity contribution of $8,000 in cash
and $26,191 in principal amount of 12-3/4% senior subordinated notes.
6
On August 1, 2002, the Company refinanced its Amended and Restated Credit
Facility with two of the four banks that were party to the Amended and Restated
Credit Facility. The new credit facility (the "Loan and Security Agreement") is
a $27,500 asset based facility. The facility consists of a term loan component
which requires quarterly principal payments of $359 commencing November 1, 2002.
The Loan and Security Agreement also consists of a revolving line of credit
component. All borrowings under the new credit facility are secured by
substantially all assets of the Company. Availability under the line of credit
component is determined by a borrowing base of 85% of eligible accounts
receivable and 50% of eligible inventory, as defined in the Loan and Security
Agreement. At August 1, 2002, the available borrowing base was $23,880, of which
$22,620 was drawn at closing. Debt outstanding under the Loan and Security
Agreement bears interest at a rate equal to, at the Company's option, either (1)
in the case of LIBOR rate loans, the sum of the offered rate for deposits in
United states dollars for a period equal to such interest period as it appears
on Telerate page 3750 as of 11:00am London time and a margin of between 2.5% and
2.85%, or (2) the sum of LaSalle Business Credit's prime rate plus a margin of
between .25% and .50%. At March 29, 2003, the interest rates on the Loan and
Security Agreement ranged from 3.81% to 4.75%. Availability under the revolving
line of credit was $15,537 at March 29, 2003, of which $11,170 had been drawn.
The Company incurred costs related to underwriting, legal and other
professional fees in connection with the issuance of the Notes and the
establishment of its senior credit facilities. These costs have been capitalized
as deferred financing fees and are being amortized over the respective terms of
the related debt. This amortization is recorded in interest expense in the
accompanying statement of operations for the quarters ended March 29, 2003 and
March 30, 2002.
Debt classified as long term in the accompanying balance sheet as of March
29, 2003 consists of the long term portion of the term loan component of the new
Loan and Security Agreement, long term portion of capital leases, long term
portion of foreign debt obligations and all of the 12 3/4% senior subordinated
notes.
On January 29, 2002, as part of an equity contribution required under a
forbearance agreement with the Company's previous senior credit holders, Heat
Holdings contributed to Aavid Thermal Technologies, Inc. an aggregate of $12,000
in cash in exchange for: (a) a warrant to purchase 174,389 Series B Preferred
Units of Aavid Thermalloy, LLC held beneficially and of record by Aavid Thermal
Technologies, Inc. and (b) 67.71 shares of Aavid Thermal Technologies, Inc.
Series A Preferred Stock, par value $.0001 per share and 67.71 shares of Aavid
Thermal Technologies, Inc. Series B Preferred Stock, par value $.0001 per share.
The portion of the equity contribution related to the warrant has been recorded
in additional paid in capital in the accompanying balance sheets as of March 29,
2003 and December 31, 2002.
Dividends on the Company's Series A and Series B Preferred Stock (Preferred
Stock) shall be paid at the rate of 12% per annum, compounded annually, of the
Liquidation Value of such shares (plus any accrued and unpaid dividends as of
the end of the previous anniversary of the date of issuance of such shares) from
and including the date of issuance of such shares of Preferred Stock to and
including the first to occur of: (i) the date on which the liquidation value
(plus all accrued and unpaid dividends thereon) of such shares of Preferred
Stock is paid to the holder thereof in connection with the liquidation of the
Corporation or the redemption of such shares of Preferred Stock by the Company
or; (ii) the date on which such shares are otherwise acquired by the Company.
Such dividends shall accrue whether or not they have been declared and whether
or not there are profits, surplus or other funds of the Company legally
available for the payment of dividends, and such dividends shall be cumulative
such that all accrued and unpaid dividends shall be fully paid or declared with
funds irrevocably set apart for payment thereof and shall be paid before any
dividends, distributions, redemptions or other payments may be made with respect
to any Junior Securities, other than Participating Dividends.
The Liquidation Value of any share of Preferred Stock as of any particular
date shall be $75,738.83 per share; as such amount is adjusted for stock splits,
stock dividends and similar transactions. The total liquidation value of the
Preferred Stock is $11,716 at March 29, 2003. Total cumulative unpaid dividends
at March 29, 2003 were $1,460.
(2) RESTATEMENT OF FINANCIAL RESULTS
The Company's software subsidiary, Fluent, has historically recognized
software revenue in accordance with Statement of Position (SOP) 97-2, "Software
Revenue Recognition" and SOP 98-9, "Modification of SOP 97-2 Software Revenue
Recognition, With Respect to Certain Transactions." These statements provide
specific industry guidance and stipulate that revenue recognized from software
arrangements is to be allocated to each element of the arrangement based on the
relative fair values of the elements, such as software products, upgrades,
enhancements, post-contract customer support ("PCS"), installation or training.
Under the terms of Fluent's arrangements, the software is delivered upon signing
and the bundled PCS is available to the customer over the term of the contract.
SOP 97-2 requires a seller of software with bundled PCS to establish vendor
specific objective evidence ("VSOE") of the value of the undelivered element of
the contract (in Fluent's case the PCS) in order to account separately for the
PCS revenue.
7
In order to establish VSOE, there needs to be specific instances in which a
customer purchases the PCS separately from the software such that a true market
value can be determined. Prior to 2001, Fluent's product offerings consisted of
both perpetual licenses and annual licenses that included bundled PCS.
Purchasers of perpetual licenses would renew their PCS each year for a specific
price, thereby establishing VSOE for the PCS. Fluent used this VSOE of the value
of PCS for both perpetual and annual licenses.
SOP 98-9 modified SOP 97-2 to require the use of the "residual method" in
situations where VSOE of value exists for all undelivered elements, but does not
exist for one or more of the delivered elements. Under the residual method, the
undiscounted VSOE of fair value of the undelivered elements (PCS) is deferred
and the difference (residual) between the total fee and the amount deferred for
the undelivered elements is recognized immediately as revenue. In sum, revenue
related to the software element is recognized upon signing of the contract and
delivery of the product. Revenue related to PCS is recognized ratably over the
life of the contract. Using the residual method methodology, Fluent determined
that 36% of the annual license fee was attributable to PCS, using the price
charged for PCS on a perpetual license as VSOE of value of PCS for an annual
license. Therefore, upon delivery of software under an annual software license,
64% of the license fee was recognized immediately and the remaining 36% was
deferred and amortized to revenue over the 12 month life of the license.
On December 29, 2000, the American Institute of Certified Public
Accountants (AICPA) issued Technical Practice Aid (TPA) 5100.68. TPA 5100.68
dealt with the issue of whether a perpetual license with separately priced PCS
established VSOE of value for shorter term software licenses with bundled PCS.
The AICPA specifically stated in TPA 5100.68 that PCS services for a perpetual
license and PCS services for a shorter term license are two different elements.
Therefore, the renewal rate charged for PCS on a perpetual license does not
provide VSOE of value for PCS on the shorter term license. Due to the issuance
of this TPA, the Company concluded that under Fluent's bundled contract business
practice the Company could no longer establish VSOE of the value of PCS related
to its annual licenses based on the PCS used for perpetual licenses.
In order to maintain a consistent revenue recognition methodology and to
more definitely confirm VSOE of value on the individual elements of the
contract, the Company elected to change its annual license agreements and
proposals in 2001 to offer PCS as a separately priced item from the software
(the "unbundled method"), that could be purchased at the customer's election. In
other words, customers could license Fluent's software, which no longer included
PCS, and either separately contract for PCS or elect not to take PCS. The
Company believed at that time that the unbundled method would establish VSOE of
value on the PCS such that the Company could continue to recognize the software
revenue upon contract signing and shipment of the software, and defer only the
PCS portion of the revenue ratably over the term of the contract. This change
had minimal impact on revenue recognition when compared to prior periods, but
did clearly identify separate prices for the software and service elements of
the contract.
During 2002, based upon further consideration of the guidance in TPA
5100.68, issued on December 29, 2000, the Company determined that the VSOE of
value that it was relying upon to support the portion of the license fee
attributed to the PCS during 2001, even in the unbundled state, was not
sufficient to support such treatment. As a result, the Company concluded that it
should recognize revenue for the entire software license, and not just the PCS
portion of the agreement, ratably over the 12 month term of the license.
Accordingly, the Company has restated its statement of operations for the
quarter ended March 30, 2002, to reflect this change in revenue recognition, and
continues to use this method of revenue recognition. For the quarter ended March
30, 2002, the amount of revenue originally recognized but now deferred was
$4,627. While this change has a significant impact on recorded revenues within
the statement of operations, and consequently on net loss, this change does not
affect the Company's statements of cash flows other than re-allocating certain
changes in balance sheet accounts within the cash flow from operations section
of the statement. However, Fluent continues to be paid by its customers upon
commencement of the execution of the non-cancelable license agreement.
An additional restatement matter arises from the Company's sale of its
German subsidiary, Aavid Thermalloy Holdings, GmbH ("Curamik") (see Note 3) on
July 17, 2002. Due to the sale, the Company must treat Curamik as a discontinued
operation, which requires all prior periods presented to be restated to remove
the results of Curamik from losses from continuing operations, and instead,
reflect Curamik's results as losses from discontinued operations.
8
The statement of operations and statement of cash flows for the quarter
ended March 30, 2002 included in this Form 10-Q have been restated to reflect
the change in revenue recognition and discontinued operation as discussed above.
Accumulated deficit at March 30, 2002 (unaudited) has been restated in
connection with changes made to the consolidated statements of operations for
the quarter ending March 30, 2002 as follows:
QUARTER ENDED MARCH 30, 2002:
Net loss, as originally reported $ (3,204)
Correction of deferred revenue on software (4,627)
Other corrections, net (126)
--------
Net loss, as restated $ (7,957)
========
(3) DISCONTINUED OPERATION
On July 17, 2002, the Company sold all of the outstanding shares of Aavid
Thermalloy Holdings, GmbH, which in turn owns approximately 89.4% of the
outstanding shares of curamik electronics GmbH, pursuant to a Share Sale and
Purchase Agreement between the Company and Electrovac Fabrikation
Electrotechnischer Spezialartikel GesmbH dated July 10, 2002 (the "Sale
Agreement"). Under the Sale Agreement, the Company received consideration of
$31,524, subject to possible adjustment based upon consolidated net assets of
Curamik and certain indemnification obligations of the Company. The sale of
Curamik and its related operating results have been excluded from losses from
continuing operations and is classified as a discontinued operation for the
quarter ended March 30, 2002, in accordance with the requirements of Statement
of Financial Accounting Standards (SFAS) No. 144 "Accounting for Impairment or
Disposal of Long-Lived Assets". See Note 2 above.
The following is a summary of the results of discontinued operations for
the quarter ended March 30, 2002:
QUARTER
ENDED
MARCH 30,
2002
---------
Net sales $ 4,202
-------
Loss before taxes and minority interests (299)
Income tax expense (85)
-------
Loss before minority interest (384)
Minority interest in loss of
consolidated subsidiaries 43
-------
Loss from discontinued operations $ (341)
=======
(4) BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, consisting only of normal
adjustments, necessary to present fairly the financial position of Aavid Thermal
Technologies, Inc. and its consolidated subsidiaries at March 29, 2003 and
December 31, 2002, and the results of operations and cash flows for the quarters
ended March 29, 2003 and March 30, 2002. Interim results are not necessarily
indicative of results for a full year.
As previously discussed in Note 2 above, the statement of operations and
statement of cash flows for the quarter ended March 30, 2002 have been restated
to reflect a change in revenue recognition at the Company's software subsidiary,
Fluent, as well as to reflect the discontinued operations treatment of Curamik.
While the change in software revenue recognition has a significant impact on
recorded revenues within the statements of operations, and consequently net loss
and EBITDA, this change does not affect the Company's statements of cash flows
for the quarter ended March 30, 2002 other than re-allocating certain changes in
balance sheet accounts within the cash flow from operations section of the
statement.
9
(5) ACCOUNTS RECEIVABLE
The components of accounts receivable at March 29, 2003 and December 31,
2002 are as follows:
MARCH 29, DECEMBER 31,
2003 2002
--------- ------------
(UNAUDITED)
Accounts receivable $ 36,578 $ 36,308
Allowance for doubtful accounts (2,401) (3,194)
--------- ---------
Net accounts receivable $ 34,177 $ 33,114
========= =========
(6) INVENTORIES
Inventories are valued at the lower of cost or market (first-in,
first-out), and consist of materials, labor and overhead. The components of
inventories at March 29, 2003 and December 31, 2002 are as follows:
MARCH 29, DECEMBER 31,
2003 2002
--------- ------------
(UNAUDITED)
Raw materials $ 2,380 $ 2,443
Work-in-process 2,449 2,355
Finished goods 2,700 2,056
--------- ---------
$ 7,529 $ 6,854
========= =========
(7) COMPREHENSIVE INCOME (LOSS)
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which specifies the presentation and
disclosure requirements for comprehensive income. The following details
comprehensive loss for the periods reported herein:
QUARTER ENDED QUARTER ENDED
MARCH 29, MARCH 30,
2003 2002
------------- -------------
(UNAUDITED) (UNAUDITED)
Net loss $ (3,442) $ (7,957)
Foreign currency translation
adjustment (266) (277)
-------- --------
Comprehensive loss $ (3,708) $ (8,234)
======== ========
10
(8) RESTRUCTURING CHARGES AND RESERVES
Approximately $2,130 of restructuring charges were recorded in connection
with the Company's October 1999 acquisition of Thermalloy, the thermal
management business of Bowthorpe plc. The restructuring plan included
initiatives to integrate the operations of the Company and Thermalloy and reduce
overhead. The primary components of these plans related to (a) the closure of
duplicative Thermalloy operations in Hong Kong and the United Kingdom, (b) the
elimination of duplicative selling, general and administration functions of
Thermalloy on a global basis and (c) the termination of certain contractual
obligations. During the year ended December 31, 2000, 136 individuals were
terminated under the restructuring plan. The following amounts have been charged
against the Thermalloy restructuring reserves during the quarter ended March 29,
2003:
TRANSFERS FROM
OTHER
RESTRUCTURING
CHARGES AGAINST RESERVES
RESTRUCTURING RESERVES FOR THE FOR THE RESTRUCTURING
RESERVES BALANCE QUARTER ENDED QUARTER ENDED RESERVES BALANCE
AT DECEMBER 31, MARCH 29, MARCH 29, AT MARCH 29,
2002 2003 2003 2003
---------------- ---------------- -------------- ----------------
Lease terminations and leasehold
improvements reserve $ 461 $ (8) $ (101) $ 352
Employee separation 139 -- 101 240
-------- ---- ------ ------
Total $ 600 $ (8) $ -- $ 592
======== ==== ====== ======
During 2001, the Company ceased manufacturing operations in Dallas and Terrell,
Texas, Loudwater, United Kingdom and its fan factory in China. Additionally, the
Company reduced its workforce in New Hampshire, Europe and Asia, including both
selling general and administrative and manufacturing personnel. In connection
with these actions, the Company recorded a restructuring charge within the
statement of operations during 2001. This restructuring charge totaled $16,885
and included amounts related to employee severance, lease terminations,
write-off of fixed assets and write-off of a prepaid lease intangible asset that
was originally recorded as part of the Thermalloy acquisition. Approximately 524
individuals were terminated under the restructuring plan. The following amounts
have been charged against these reserves during the quarter ended March 29,
2003:
RESTRUCTURING CHARGES AGAINST
RESTRUCTURING PROVISIONS FOR THE RESERVES FOR THE RESTRUCTURING
RESERVES BALANCE QUARTER ENDED QUARTER ENDED RESERVES BALANCE
AT DECEMBER 31, MARCH 29, MARCH 29, AT MARCH 29,
2002 2003 2003 2003
---------------- ------------------ ---------------- ----------------
Employee separation $ 44 $ -- $ (9) $ 35
Fixed asset reserves 1,247 -- -- 1,247
Lease terminations and leasehold
improvements reserve 159 -- (40) 119
-------- ---- --------- --------
Total $ 1,450 $ -- $ (49) $ 1,401
======== ==== ========= ========
During 2002, the Company ceased manufacturing operations in Malaysia and reduced
its workforce in Singapore. In connection with these actions, the Company
recorded a restructuring charge within the statement of operations during 2002.
This restructuring charge totaled $858 and included amounts related to employee
severance, facility costs/lease terminations and write-off of fixed assets.
Approximately 57 individuals were terminated under the restructuring plan. The
following amounts have been charged against these reserves during the quarter
ended March 29, 2003:
11
RESTRUCTURING CHARGES AGAINST
RESTRUCTURING PROVISIONS FOR THE RESERVES FOR THE RESTRUCTURING
RESERVES BALANCE QUARTER ENDED QUARTER ENDED RESERVES BALANCE
AT DECEMBER 31, MARCH 29, MARCH 29, AT MARCH 29,
2002 2003 2003 2003
---------------- ------------------ ----------------- ----------------
Employee separation $ 23 $ -- $ (15) $ 8
Fixed asset reserves 15 -- (10) 5
Facility costs and lease terminations 165 -- (33) 132
------ ------ -------- ------
Total $ 203 $ -- $ (58) $ 145
====== ====== ======== ======
(9) SEGMENT REPORTING
The Company consists of two distinct reportable segments: (1) thermal
management products and (2) computational fluid dynamics ("CFD") software.
Aavid's thermal management products consist of products and services that solve
problems associated with the dissipation of unwanted heat in electronic and
electrical components and systems. The Company develops and offers CFD software
for computer modeling and fluid flow analysis of products and processes that
reduce time and expense associated with physical models and the facilities to
test them.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies as disclosed in the Company's
Form 10-K for the year ended December 31, 2002.
The Company accounts for inter-segment sales and transfers as if the sales
or transfers were to third parties, that is, at current market prices.
Aavid's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
segment requires different marketing and sales strategies.
The following summarizes the operations of each reportable segment for the
quarters ending March 29, 2003 and March 30, 2002:
REVENUES SEGMENT
FROM INCOME (LOSS) ASSETS (NET OF
EXTERNAL BEFORE INTERCOMPANY
CUSTOMERS TAXES BALANCES)
--------- ------------- --------------
Quarter Ending March 29, 2003
Thermal Products $ 24,512 $ (3,184) $ 26,656
CFD Software 19,319 704 92,400
Corporate Office -- (367) 19,568
----------- --------- ----------
Total $ 43,831 $ (2,847) $ 138,624
=========== ========= ==========
Quarter Ending March 30, 2002*
Thermal Products $ 22,311 $ (6,285) $ 63,364
CFD Software 16,121 (136) 88,618
Corporate Office -- (152) 22,469
----------- --------- ----------
Total $ 38,432 $ (6,573) $ 174,451
=========== ========= ==========
12
The following table provides geographic information about the Company's
operations. Revenues are attributable to an operation based on the location the
product was shipped from. Long-lived assets are attributable to a location based
on physical location.
FOR THE QUARTER ENDED FOR THE QUARTER ENDED
MARCH 29, 2003 MARCH 30, 2002
------------------------------ -----------------------------
LONG-LIVED LONG-LIVED
ASSETS ASSETS
AS OF PERIOD AS OF PERIOD
REVENUES END REVENUES* END*
-------- ------------ --------- ------------
United States $ 24,700 $ 66,826 $ 20,095 $ 69,904
Taiwan 2,332 603 2,968 1,821
China 5,421 1,603 2,749 1,718
United Kingdom 5,708 2,187 5,002 1,836
Italy 3,771 2,708 2,946 2,398
Mexico 2,442 794 3,252 1,091
Other International 11,908 4,104 10,030 3,994
Intercompany eliminations (12,451) (358) (8,610) (347)
-------- -------- -------- --------
Total $ 43,831 $ 78,467 $ 38,432 $ 82,415
======== ======== ======== ========
* Restated. See Note 2.
(10) SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND
NON-GUARANTORS (UNAUDITED)
The Company's wholly-owned domestic subsidiaries have jointly and severally
guaranteed, on a senior subordinated basis, the principal amount of the
Company's 12 3/4% Senior Subordinated Notes, due 2007. The guarantors include
the combined domestic operations of Aavid Thermalloy, LLC and Fluent, Inc. and
the Company's subsidiary Applied Thermal Technologies, Inc. The non-guarantors
include the combined foreign operations of Aavid Thermalloy, LLC and Fluent,
Inc. The consolidating condensed financial statements of the Company depict
Aavid Thermal Technologies, Inc., (the "Parent"), carrying its investment in
subsidiaries under the equity method and the guarantor and non-guarantor
subsidiaries are presented on a combined basis. Management believes that there
are no significant restrictions on the Parent's and guarantors' ability to
obtain funds from their subsidiaries by dividend or loan. The principal
elimination entries eliminate investment in subsidiaries and intercompany
balances and transactions.
13
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 29, 2003 (UNAUDITED)
-----------------------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
ASSETS
Cash and cash equivalents........... $ 25 $ 639 $ 11,322 $ -- $ 11,986
Accounts receivable-trade, net...... -- 13,450 20,718 9 34,177
Inventories......................... -- 3,472 4,119 (62) 7,529
Due (to) from affiliate, net........ 51,944 (35,642) 16,155 (32,457) --
Refundable taxes.................... (239) 90 51 180 82
Deferred income taxes............... 8,073 882 1,474 (8,955) 1,474
Prepaid and other current assets.... 129 1,425 3,355 -- 4,909
--------- --------- -------- --------- ---------
Total current assets................ 59,932 (15,684) 57,194 (41,285) 60,157
Property, plant and equipment, net.. 10 18,453 10,454 (76) 28,841
Investment in subsidiaries.......... (53,510) -- -- 53,510 --
Deferred taxes...................... 1,384 -- 356 (1,384) 356
Other assets, net................... 23,811 47,621 1,190 (23,352) 49,270
--------- --------- -------- --------- ---------
Total assets........................ $ 31,627 $ 50,390 $ 69,194 $ (12,587) $ 138,624
========= ========= ======== ========= =========
LIABILITIES, MINORITY
INTERESTS AND
STOCKHOLDERS' DEFICIT
Accounts payable-trade.............. $ 394 $ 2,708 $ 9,047 $ (70) $ 12,079
Current portion of debt
obligations...................... -- 11,321 1,794 -- 13,115
Income taxes payable................ (1,396) 5,035 1,079 (1,118) 3,600
Deferred revenue.................... -- 17,470 16,706 -- 34,176
Accrued expenses and other
current liabilities............... 3,604 7,313 7,782 30 18,729
--------- -------- -------- -------- ---------
Total current liabilities........... 2,602 43,847 36,408 (1,158) 81,699
--------- -------- -------- -------- ---------
Debt obligations, net of current
portion.......................... 120,444 9,486 285 -- 130,215
Deferred income taxes............... (17,884) 22,520 247 (4,636) 247
--------- -------- -------- -------- ---------
Total liabilities................... 105,162 75,853 36,940 (5,794) 212,161
--------- -------- -------- -------- ---------
Minority interests.................. 589 -- -- (2) 587
Stockholders' (deficit) equity:
Preferred stock, par value.......... -- -- 5,000 (5,000) --
Common stock, par value............. -- -- 4,507 (4,507) --
Warrants............................ 3,764 -- -- -- 3,764
Additional paid-in capital.......... 188,007 207,605 7,148 (214,753) 188,007
Cumulative translation adjustment... (110) 1,869 196 (2,065) (110)
Retained earnings (deficit)......... (265,785) (234,937) 15,403 219,534 (265,785)
--------- -------- -------- -------- ---------
Total stockholders' (deficit)
equity........................... (74,124) (25,463) 32,254 (6,791) (74,124)
--------- -------- -------- -------- ---------
Total liabilities, minority
interests and stockholders'
(deficit) equity................. $ 31,627 $ 50,390 $ 69,194 $ (12,587) $ 138,624
========= ========= ======== ========= =========
14
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2002
------------------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
---------- -------------- ------------- ------------ ------------
ASSETS
Cash and cash equivalents............... $ 1,422 $ 2,440 $ 8,435 $ -- $ 12,297
Accounts receivable-trade, net.......... -- 13,314 19,791 9 33,114
Notes receivable........................ -- 82 -- -- 82
Inventories............................. -- 2,757 4,121 (24) 6,854
Due (to) from affiliate, net............ 55,813 (37,450) 14,309 (32,672) --
Refundable taxes........................ (239) 90 162 180 193
Deferred income taxes................... 8,073 882 1,139 (8,955) 1,139
Prepaid and other current assets........ 104 1,434 3,539 -- 5,077
---------- ---------- -------- ---------- ----------
Total current assets.................... 65,173 (16,451) 51,496 (41,462) 58,756
Property, plant and equipment, net...... 12 19,324 10,358 (76) 29,618
Investment in subsidiaries.............. (49,125) -- -- 49,125 --
Deferred taxes.......................... 1,384 -- 364 (1,384) 364
Other assets, net....................... 23,812 48,684 1,220 (23,402) 50,314
---------- ---------- -------- ---------- ----------
Total assets............................ $ 41,256 $ 51,557 $ 63,438 $ (17,199) $ 139,052
========== ========== ======== ========== ==========
LIABILITIES, MINORITY INTERESTS AND
STOCKHOLDERS' DEFICIT
Accounts payable-trade.................. $ 406 $ 2,505 $ 8,498 $ -- $ 11,409
Current portion of debt obligations..... -- 7,397 1,537 -- 8,934
Income taxes payable.................... 397 4,050 606 (1,118) 3,935
Deferred revenue........................ -- 16,402 13,458 -- 29,860
Accrued expenses and other current
liabilities.......................... 7,891 8,730 7,326 30 23,977
---------- ---------- -------- ---------- ----------
Total current liabilities............... 8,694 39,084 31,425 (1,088) 78,115
---------- ---------- -------- ---------- ----------
Debt obligations, net of current portion 120,273 9,865 378 -- 130,516
Deferred income taxes................... (17,884) 22,520 250 (4,636) 250
---------- ---------- -------- ---------- ----------
Total liabilities....................... 111,083 71,469 32,053 (5,724) 208,881
---------- ---------- -------- ---------- ----------
Minority interests...................... 589 -- -- (2) 587
Stockholders' deficit
Preferred stock......................... -- -- 5,000 (5,000) --
Common stock............................ -- -- 4,507 (4,507) --
Warrants................................ 3,764 -- -- -- 3,764
Additional paid-in capital.............. 188,007 207,605 6,343 (213,948) 188,007
Cumulative translation adjustment....... 156 1,874 959 (2,833) 156
Accumulated deficit..................... (262,343) (229,391) 14,576 214,815 (262,343)
---------- ---------- -------- ---------- ----------
Total stockholders' equity (deficit).... (70,416) (19,912) 31,385 (11,473) (70,416)
---------- ---------- -------- ---------- ----------
Total liabilities, minority interests
and stockholders' (deficit) equity... $ 41,256 $ 51,557 $ 63,438 $ (17,199) $ 139,052
========== ========== ======== ========== ==========
15
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 29, 2003 (UNAUDITED)
------------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
Net sales.............................. $ -- $ 24,986 $ 31,582 $(12,737) $ 43,831
Cost of goods sold..................... -- 10,912 18,237 (6,696) 22,453
--------- --------- -------- -------- --------
Gross profit........................... -- 14,074 13,345 (6,041) 21,378
Selling, general and
administrative expenses.............. (10) 10,367 7,747 (2,078) 16,026
Research and development............... -- 3,730 4,124 (4,012) 3,842
--------- --------- -------- -------- --------
Income (loss) from operations.......... 10 (23) 1,474 49 1,510
Interest income (expense), net......... (373) (4,180) (33) (3) (4,589)
Other income (expense), net............ -- (245) (64) 541 232
Equity in income (loss) of
subsidiaries......................... (4,168) -- -- 4,168 --
--------- --------- -------- -------- --------
Income (loss) before income taxes...... (4,531) (4,448) 1,377 4,755 (2,847)
Income tax benefit (expense)........... 1,089 (1,098) (586) -- (595)
--------- --------- -------- -------- --------
Net income (loss)...................... $ (3,442) $ (5,546) $ 791 $ 4,755 $ (3,442)
========= ========= ======== ======== ========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 30, 2002 (UNAUDITED)*
----------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
Net sales............................. $ -- $ 20,920 $ 26,947 $ (9,435) $ 38,432
Cost of goods sold.................... -- 10,379 17,433 (5,278) 22,534
--------- --------- -------- -------- --------
Gross profit.......................... -- 10,541 9,514 (4,157) 15,898
Selling, general and
administrative expenses............. 553 8,944 6,167 (1,521) 14,143
Research and development.............. -- 3,171 2,651 (2,680) 3,142
--------- --------- -------- -------- --------
Income (loss) from operations......... (553) (1,574) 696 44 (1,387)
Interest income (expense), net........ 412 (5,663) 22 4 (5,225)
Other income (expense), net........... 6 (6) 10 29 39
Equity in income (loss) of
subsidiaries........................ (9,339) -- -- 9,339 --
--------- --------- -------- -------- --------
Income (loss) before income taxes..... (9,474) (7,243) 728 9,416 (6,573)
Income tax benefit (expense).......... 1,517 (1,728) (832) -- (1,043)
--------- --------- -------- -------- --------
Loss from continuing operations....... (7,957) (8,971) (104) 9,416 (7,616)
Loss from discontinued operations..... -- (42) (299) -- (341)
--------- --------- -------- -------- --------
Net income (loss)..................... $ (7,957) $ (9,013) $ (403) $ 9,416 $ (7,957)
========= ========= ======== ======== ========
* Restated. See Note 2.
16
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 29, 2003 (UNAUDITED)
----------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
Net cash (used in) provided by
operating activities................... $ (1,130) $ (5,096) $ 4,918 $ (767) $ (2,075)
Cash flows used in investing activities:
Purchases of property, plant and
equipment.............................. (2) (167) (895) -- (1,064)
Proceeds from sale of property,
plant and equipment.................... -- -- 153 -- 153
--------- --------- ------- ------- --------
Net cash used in investing activities.... (2) (167) (742) -- (911)
Cash flows provided by (used in)
financing activities:
Advances on line of credit, net.......... -- 3,943 273 -- 4,216
Principal payments under debt
obligations............................ -- (476) (101) -- (577)
--------- --------- ------- ------- --------
Net cash provided by financing
activities............................. -- 3,467 172 -- 3,639
Foreign exchange effect on cash and cash
equivalents............................ (265) (5) (1,461) 767 (964)
--------- --------- ------- ------- --------
Net (decrease) increase in cash and cash
equivalents............................ (1,397) (1,801) 2,887 -- (311)
Cash and cash equivalents, beginning of
period................................. 1,422 2,440 8,435 -- 12,297
--------- --------- ------- ------- --------
Cash and cash equivalents, end of period. $ 25 $ 639 $11,322 $ -- $ 11,986
========= ========= ======= ======= ========
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 30, 2002 (UNAUDITED)*
---------------------------------------------------------------------------------------
U.S. GUARANTOR NON-GUARANTOR
PARENT SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities............................. $ (10,025) $ 29 $ 1,821 $ (601) $ (8,776)
Cash flows used in investing activities:
Purchases of property, plant and
equipment.............................. -- (372) (876) -- (1,248)
Proceeds from sale of property, plant
and equipment.......................... -- 6 -- -- 6
--------- ------- ------- ------ --------
Net cash used in investing activities.... -- (366) (876) -- (1,242)
Cash flows provided by (used in)
financing activities:
Issuance of preferred stock and warrant.. 12,000 -- -- -- 12,000
Advances on line of credit, net.......... -- -- 233 -- 233
Principal payments under debt
obligations............................ (1,985) (161) (8) -- (2,154)
Advances under other debt obligations.... -- -- 5 -- 5
--------- ------- ------- ------ --------
Net cash provided by (used in) financing
activities............................. 10,015 (161) 230 -- 10,084
Foreign exchange effect on cash and
cash equivalents....................... (277) 55 (406) 601 (27)
--------- ------- ------- ------ --------
Net increase (decrease) in cash and cash
equivalents............................ (287) (443) 769 -- 39
Cash and cash equivalents, beginning of
period................................. 849 5,594 8,095 -- 14,538
--------- ------- ------- ------ --------
Cash and cash equivalents, end of period $ 562 $ 5,151 $ 8,864 $ -- $ 14,577
========= ======= ======= ====== ========
* Restated. See Note 2
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this Quarterly Report on Form 10-Q concerning the Company's
business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; introductions and advancements in
development of products, and plans and objectives related thereto; and
statements concerning assumptions made or expectations as to any future events,
conditions, performance or other matters, are "forward-looking statements" as
that term is defined under the Federal Securities Laws. Forward-looking
statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from those stated in such statements.
Such risks, uncertainties and factors include, but are not limited to, changes
in the Company's markets, particularly the potentially volatile semiconductor
market, changes in and delays in product development plans and schedules,
customer acceptance of new products, changes in pricing or other actions by
competitors, patents owned by the Company and its competitors, risk of foreign
operations and markets, the Company's substantial indebtedness and general
economic conditions, as well as other risks detailed in the Company's filings
with the Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.
The Company undertakes no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
OVERVIEW
Aavid Thermal Technologies, Inc. (the "Company" or "Aavid") is a leading
global provider of thermal management solutions for electronics products and the
leading developer and marketer of computational fluid dynamics ("CFD") software.
Each of these businesses has a leading reputation for high product quality,
service excellence and engineering innovation in its market. Aavid designs,
manufactures and distributes on a worldwide basis thermal management products
that dissipate heat from microprocessors and industrial electronics products.
Aavid's products include heat sinks, interface and attachment accessories, fans,
heat spreaders and liquid cooling and phase change devices that can be
configured to meet customer-specific needs. CFD software is used in complex
computer-generated modeling of fluid flows, heat and mass transfer and chemical
reactions. Aavid's CFD software is used in a variety of industries, including
the automotive, aerospace, chemical processing, power generation, electronics
and bio-medical industries.
18
RESULTS OF OPERATIONS
For The Quarter Ended March 29, 2003 Compared With The Quarter Ended March
30, 2002:
FOR THE THREE MONTHS ENDED
---------------------------------------
MARCH 29, MARCH 30,
SALES (DOLLARS IN MILLIONS) 2003 2002 CHANGE
- --------------------------- --------- --------- ------
Computer, networking and industrial electronics 24.3 22.0 10.5%
Consulting and design services (Applied) 0.2 0.3 (33.3)%
--------- ---------
Total Aavid Thermalloy 24.5 22.3 9.9%
Total Fluent 19.3 16.1 19.9%
--------- --------- ------
Total Company $ 43.8 $ 38.4 14.0%
========= ========= ======
Sales in the first quarter of 2003 were $43.8 million, an increase of $5.4
million, or 14.0%, from the comparable period of 2002. The overall increase in
sales is a combination of an improvement in Aavid Thermalloy, driven by market
share wins and a slight improvement experienced by the semi-conductor and
electronics industries as excess inventories throughout the industry have been
reduced, combined with an increase in revenues experienced by Fluent.
Fluent software sales of $19.3 million in the first quarter of 2003 were
$3.2 million, or 19.9%, higher, than the first quarter of 2002. The increase was
spread among all product offerings due to overall growth in the market for
computational fluid dynamics design software, as well as the continued success
of application specific products, such as "Icepak" and "Airpak".
Aavid Thermalloy's sales were $24.5 million in the first quarter of 2003,
an increase of $2.2 million, or 9.9%, over the first quarter of 2002. As
discussed above, this was the result of both market share wins and a slight
improvement in the overall industry in which Aavid Thermalloy's customers
operate in, primarily due to the industry's ability to significantly reduce
levels of excess inventories existing in 2002. Based on the current booking
activity, management expects to see an environment of flat revenues on a
sequential basis in the second quarter of 2003 when compared with the first
quarter of 2003.
International sales (which include U.S. exports) decreased to 50.8% of
sales for the first quarter of 2003 compared with 51.4% in the first quarter of
2002.
No customer generated greater than 10% of the Company's revenues in the
first quarter of 2003 or 2002.
The Company's gross profit for the first quarter of 2003 was $21.4 million
compared with $15.9 million in the comparable period from 2002. Gross margin as
a percentage of sales increased from 41.4% in the first quarter of 2002 to 48.8%
for the comparable period of 2003. Gross margin at Aavid Thermalloy has improved
through significant improvements in manufacturing efficiency and utilization as
a result of the consolidation of manufacturing facilities (including the
shut-down of the Loudwater, U.K. facility, the Malacca, Malaysia facility and
the Dallas and Terrell, Texas facilities) that occurred during 2001 and 2002.
Aavid Thermalloy's gross margin increased approximately 8.7 percentage points
from the first quarter of 2002 to the first quarter of 2003. Gross margin at
Fluent improved from 77.1% in the first quarter of 2002 to 79.8% in the first
quarter of 2003.
19
In the first quarter of 2003 the Company's operating income of $1.5 million
compares with an operating loss of $1.4 million in the first quarter of 2002.
Aavid Thermalloy saw a $2.1 million improvement in operating income from the
first quarter of 2002 to the first quarter of 2003 due to the improvement in
manufacturing utilization and cost savings achievements discussed above.
Fluent's operating income improved $0.2 million in the first quarter of 2003 as
compared to the first quarter of 2002, with higher gross profit partially offset
by higher operating expenses. Corporate headquarters experienced an improvement
in operating loss of $0.6 million from the first quarter of 2002 to the first
quarter of 2003 due to decreased legal and administrative costs.
Net interest charges, including cash interest expense and income, deferred
financing fee amortization and bond discount amortization, for the Company were
$4.6 million in the first quarter of 2003 which compares with $5.2 million for
the first quarter of 2002. The decrease in interest expense for the first
quarter of 2003 is due to the lower debt levels in the first quarter of 2003
compared to the first quarter of 2002, combined with lower interest rates on
bank debt in 2003 compared to 2002.
The Company incurred a tax provision for the first quarter of 2003 despite
having operating losses in the United States because of state tax provisions on
applicable state components of U.S. income and foreign tax provisions on foreign
earnings. The Company incurred significant losses in the United States and the
Company only benefits the U.S. losses to the extent of foreign earnings which
are expected to be repatriated in the United States. Because the Company is in a
net operating loss position for U.S. tax purposes, the Company will not receive
any tax benefit from foreign tax credits. Accordingly, there is no net benefit
recorded for the United States losses, resulting in an overall tax provision for
foreign taxes.
The Company's net loss was $3.4 million for the first quarter of 2003
compares to a net loss of $8.0 million for the first quarter of 2002. The
primary reasons for the improvement in net loss from 2002 to 2003 have been
discussed above but include Aavid Thermalloy's significant improvements in
manufacturing efficiency through plant shut-downs and other cost savings
initiatives.
The Company's EBITDA, as defined in the Loan and Security Agreement with
the Company's senior lenders, was $9.1 million for the first quarter of 2003,
compared with $5.9 for the comparable period in 2002. A reconciliation of net
income to EBITDA is as follows:
FOR THE THREE
MONTHS ENDED
--------------------
MARCH 29, MARCH 30,
(DOLLARS IN MILLIONS) 2003 2002
--------------------- --------- --------
Net loss $ (3.4) $ (8.0)
Cash Interest expense $ 4.2 $ 4.9
Bond discount amortization $ 0.2 $ 0.2
Deferred financing fee amortization $ 0.2 $ 0.2
Provision for income taxes $ 0.6 $ 1.1
Depreciation $ 2.0 $ 2.4
Intangible asset amortization $ 0.8 $ 1.1
Deferred revenue change during period (1) $ 4.3 $ 4.0
Loss on disposal of fixed assets $ 0.2 $ --
-------- --------
EBITDA $ 9.1 $ 5.9
======== ========
Aavid Thermalloy operates a manufacturing plant in Guangdong Province,
China and sales offices in Taipei, Taiwan and Singapore. Each of these locations
have been identified by the World Health Organization as an affected area for
Severe Acute Respiratory Syndrome (SARS). Because of travel and other
restrictions, the performance of our Asian operations could be materially
adversely affected. The Company has taken precautions to protect its employees,
but there can be no guarantee that these efforts will be entirely successful.
Management continues to monitor the situation closely and, to date, continues to
maintain its operations in Asia.
- --------------------
(1) Change in deferred revenue as defined in the Loan and Security Agreement
represents the net change in deferred revenue found on the Company's balance
sheet from the beginning of the applicable reporting period to the end of the
applicable reporting period. An increase in deferred revenue during the period
will create an addition to EBITDA. A decrease in deferred revenue during the
period creates a subtraction from EBITDA, as defined.
20
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company had used internally generated funds and proceeds
from financing activities to meet its working capital and capital expenditure
requirements. As a result of the Thermalloy acquisition and the Merger, the
Company had significantly increased its cash requirements for debt service
relating to the Notes and its Bank debt described in footnote (1) in the
accompanying financial statements. The Company currently uses amounts available
under its new Loan and Security Agreement, debt and equity financings and
internally generated funds to finance its working capital requirements, capital
expenditures and potential acquisitions.
During the first quarter of 2003, the Company used $2.1 million of cash for
operations, versus using $8.8 million of cash for operations in the first
quarter of 2002. Of the $2.1 million of cash used for operations for the first
quarter of 2003, $8.1 million related to interest payments made during the
period. During the quarter, the Company used $0.9 million of cash in connection
with investing activities versus using $1.2 million in the comparable period of
2002. The Company used $1.1 million for capital expenditures in the first
quarter of 2003 versus $1.2 million in the comparable period of 2002. The
Company was provided with $3.6 million of cash in connection with financing
activities for the first quarter of 2003, compared to being provided with $10.1
million of cash from financing activities for the comparable period in 2002.
On August 1, 2002, the Company refinanced its Amended and Restated Credit
Facility with two of the four banks that were party to the Amended and Restated
Credit Facility. The new credit facility (the "Loan and Security Agreement") is
a $27.5 million asset based facility. The facility consists of a term loan
component secured by certain United States real estate and machinery and
equipment and requires quarterly principal payments of $0.4 million commencing
November 1, 2002. The Loan and Security Agreement also consists of a revolving
line of credit component secured by inventory in the United States and accounts
receivable in the United States and the United Kingdom. Availability under the
line of credit component is determined by a borrowing base of 85% of eligible
accounts receivable and 50% of eligible inventory, as defined in the Loan and
Security Agreement. At August 1, 2002, the available borrowing base was $23.9
million, of which $22.6 million was drawn at closing. Debt outstanding under the
Loan and Security Agreement bears interest at a rate equal to, at the Company's
option, either (1) in the case of LIBOR rate loans, the sum of the offered rate
for deposits in United states dollars for a period equal to such interest period
as it appears on Telerate page 3750 as of 11:00am London time and a margin of
between 2.5% and 2.85% or (2) the sum of LaSalle Business Credit's prime rate
plus a margin of between .25% and .50%. At March 29, 2003, the interest rates on
the Loan and Security Agreement ranged from 3.81% to 4.75%. Availability under
the revolving line of credit was $15.5 million at March 29, 2003, of which $11.2
million had been drawn.
Debt classified as long term in the accompanying balance sheet as of March
29, 2003 consists of the long term portion of the term loan component of the new
Loan and Security Agreement, long term portion of capital leases, long term
portion of foreign debt obligations and all of the 12 3/4% senior subordinated
notes.
The Company has obligations to purchase minimum quantities of raw materials
from three of its key suppliers. The Company believes that purchasing these raw
materials from a few key suppliers is necessary to achieve consistently low
tolerances, design, delivery flexibility, and price stability. Under the terms
of these agreements the Company has agreed to purchase certain minimum
quantities which approximates $2.1 million at March 29, 2003.
At March 29, 2003, inventory turns were 10.2, which compares to 9.7 at
December 31, 2002.
At March 29, 2003, accounts receivable days sales outstanding ("DSO") were
64, which compare with 66 days at December 31, 2002.
CRITICAL ACCOUNTING POLICIES
We prepare the consolidated financial statements of Aavid Thermal
Technologies, Inc. in conformity with accounting principles generally accepted
in the United States of America. As such, we are required to make certain
estimates, judgments and assumptions that we believe are reasonable based on the
information available. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the periods presented. The
significant accounting policies which we believe are the most critical to aid in
fully understanding and evaluating our financial reporting results include the
following:
21
REVENUE RECOGNITION AND SALES RETURNS AND ALLOWANCES
THERMAL PRODUCTS
Revenue is recognized when products are shipped. We offer certain
distributors limited rights of return and stock rotation rights. Due to these
return rights, we continuously monitor and track product returns and we record a
provision for the estimated future amount of such future returns, based on
historical experience and any notification we receive of pending returns. While
such returns have historically been within our expectations and provisions
established, we cannot guarantee that we will continue to experience the same
return rates that we have in the past. Any significant decrease in product
demand experienced by our distributor customers and the resulting credit returns
could have a material adverse impact on our operating results for the period or
periods in which such returns materialize.
SOFTWARE
See Note 2, Restatement of Financial Results in the accompanying financial
statements for discussion of software revenue recognition.
22
ACCOUNTS RECEIVABLE
We perform ongoing credit evaluations of our customers and adjust credit limits
based on payment history and the customer's current credit worthiness, as
determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated credit losses based on our historical experience and any specific
customer collection issues we have identified. While such credit losses have
historically been within our expectations and the provisions established, we
cannot guarantee that we will continue to experience the same credit loss rates
we have in the past. In the event that economic or other conditions cause a
change in liquidity or financial condition in multiple customers, there could be
a material adverse effect on our collection of receivables and future results of
operations.
INVENTORIES
We value our inventory, which consists of materials, labor and overhead, at
the lower of the actual cost to purchase and/or manufacture the inventory or the
current estimated market value of the inventory. We regularly review inventory
quantities on hand and record a provision for excess and obsolete inventory
based primarily on our estimated forecast of product demand and production
demand for the next twelve months. As demonstrated in 2002 and 2001, demand for
our products can fluctuate significantly. A significant increase in demand for
our products could result in a short-term increase in the cost of inventory
purchases and production costs while a significant decrease in demand could
result in an increase in the amount of excess inventory quantities on hand. In
addition, our industry is characterized by rapid technological change, frequent
new product development and rapid product obsolescence that could result in an
increase in the amount of obsolete inventory quantities on hand. Additionally,
our estimates of future product demand may prove to be inaccurate, in which case
we may have understated or overstated the provision required for excess or
obsolete inventory. In the future, if our inventory is determined to be
overvalued, we would be required to recognize such costs in our cost of goods
sold at the time of determination. Likewise, if our inventory is determined to
be undervalued, we may have over-reported our cost of sales in previous periods
and would be required to recognize such additional operating income at the time
of sale. Therefore, although we make every effort to ensure the accuracy of our
forecasts of future product demand, any significant unanticipated changes in
demand or technological developments could have a significant impact on the
value of our inventory and reported operating results.
VALUATION OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS AND GOODWILL
23
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions
of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" for the disposal of a segment of
a business (as previously defined in that Opinion). The Company adopted SFAS No.
144 on January 1, 2002. The application of SFAS No. 144 did not have a material
effect on the Company's financial position or results of operations.
During 2001 and prior periods, we assessed the impairment of identifiable
intangibles, long-lived assets and related goodwill whenever events or changes
in circumstances indicate that the carrying value may not be recoverable as
required under SFAS 121. Factors we considered important which could trigger an
impairment review included the following:
- significant underperformance relative to expected historical or
projected future operating results;
- significant changes in the manner of our use of the acquired assets or
the strategy for our overall business;
- significant negative industry or economic trends.
Under SFAS 121, when we determine that the carrying value of intangibles,
long-lived assets and related goodwill may not be recoverable based on the
existence of one or more of the above indicators of impairment, we measure any
impairment based on a projected discounted cashflow method using a discount rate
determined by our management to be commensurate with the risk inherent in our
business model. During 2001, global macroeconomic conditions weakened and the
demand for industrial and consumer electronics contracted significantly and as a
result we determined that our ability to achieve our long term financial
forecast had been negatively impacted. We determined that a triggering event, as
defined by SFAS 121, had occurred related to the intangible assets initially
acquired in connection with the Merger. Based on cash flow projections related
to the acquired assets, we concluded that all of the acquired intangible assets
related to Aavid Thermalloy and certain intangible assets related to Fluent had
been impaired. During the fourth quarter of 2001, upon completion of our
analysis of the impairment, we wrote down the assets, along with any allocated
goodwill, to fair value based on the related discounted cash flow. In order to
measure the impairment loss related to goodwill, the difference between the
carrying value and the fair value of goodwill was calculated using a business
enterprise methodology. This method of goodwill measurement entails calculating
the total enterprise value of each of Aavid's business units. Goodwill and
intangible assets were then estimated by subtracting the allocated tangible
assets (normal levels of working capital and fixed assets) from the total
enterprise value.
REGULATORY REPORTING
Although the Company has not been subject to the filing requirements of a
reporting company to the Securities and Exchange Commission for the past 90
days, it has filed all reports required to be filed by Section 15(d) of the
Securities Exchange Act (the "Act") of 1934 during the preceding twelve months.
Pursuant to Section 15(d) of the Act, the Company's duty to file reports is
automatically suspended as a result of having fewer than 300 holders of record
of each class of its debt securities outstanding, as of January 1, 2003, but the
Company agreed under the terms of certain long-term debt covenants to continue
these filings.
ITEM 4. CONTROLS AND PROCEDURES
As of March 29, 2003, an evaluation was performed under the supervision and
with the participation of the Company's management, including the CEO and CFO,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on that evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of March 29, 2003. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to March 29, 2003.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various other legal proceedings that are
incidental to the conduct of the Company's business, none of which the Company
believes could reasonably be expected to have a materially adverse effect on the
Company's financial condition.
24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
SIGNATURES
DATE: May 9, 2003 AAVID THERMAL TECHNOLOGIES, INC.
By: /s/ Brian A. Byrne
----------------------------------------------
Vice President and Chief Financial Officer
(Principal Financial Officer)
25
CERTIFICATIONS
I, Bharatan R. Patel, certify that:
1. I have reviewed the Quarterly Report on Form 10-Q of Aavid Thermal
Technolgies, Inc. for the quarter ended March 29, 2003.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operation and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a.) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is prepared;
b.) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c.) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's Board of Directors (or persons
performing equivalent functions):
a.) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b.) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: May 9, 2003 /s/ Bharatan R. Patel
-----------------------------------
Bharatan R. Patel
Chairman, President and Chief Executive
Officer
26
CERTIFICATIONS
I, Brian A. Byrne, certify that:
1. I have reviewed the Quarterly Report on Form 10-Q of Aavid Thermal
Technolgies, Inc. for the quarter ended March 29, 2003.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operation and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a.) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is prepared;
b.) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c.) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's Board of Directors (or persons
performing equivalent functions):
d.) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
e.) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Dated: May 9, 2003 /s/ Brian A. Byrne
--------------------------------
Brian A. Byrne
Chief Financial Officer
27