UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004 |
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or |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-13711
WALTER INDUSTRIES, INC.
Incorporated in Delaware | IRS Employer Identification No. 13-3429953 |
4211 W. Boy Scout Boulevard, Tampa, Florida 33607
Telephone Number (813) 871-4811
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
There were 35,994,147 shares of common stock of the registrant outstanding at October 31, 2004.
PART IFINANCIAL INFORMATION
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
September 30, 2004 |
December 31, 2003 |
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---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands, except share amounts) |
|||||||||
ASSETS | ||||||||||
Cash and cash equivalents |
$ |
47,572 |
$ |
59,982 |
||||||
Short-term investments, restricted | 105,692 | 100,315 | ||||||||
Marketable securities | 665 | 652 | ||||||||
Instalment notes receivable, net of allowance of $12,587 and $12,675, respectively | 1,744,059 | 1,757,832 | ||||||||
Receivables, net | 189,788 | 155,497 | ||||||||
Income taxes receivable | 15,369 | 17,271 | ||||||||
Inventories | 211,929 | 215,855 | ||||||||
Prepaid expenses | 13,089 | 6,528 | ||||||||
Property, plant and equipment, net | 333,502 | 352,529 | ||||||||
Investments | 6,153 | 6,326 | ||||||||
Deferred income taxes | 37,185 | 47,498 | ||||||||
Unamortized debt expense | 38,166 | 35,810 | ||||||||
Other long-term assets, net | 47,638 | 35,472 | ||||||||
Goodwill and other intangibles, net | 146,046 | 149,962 | ||||||||
$ | 2,936,853 | $ | 2,941,529 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||||
Accounts payable |
$ |
100,947 |
$ |
99,889 |
||||||
Accrued expenses | 122,918 | 109,136 | ||||||||
Debt: | ||||||||||
Mortgage-backed/asset-backed notes | 1,796,071 | 1,829,898 | ||||||||
Senior debt | | 113,754 | ||||||||
Convertible senior subordinated notes | 175,000 | | ||||||||
Accrued interest | 17,992 | 17,119 | ||||||||
Accumulated postretirement benefits obligation | 283,906 | 292,300 | ||||||||
Other long-term liabilities | 198,479 | 202,823 | ||||||||
Total liabilities | 2,695,313 | 2,664,919 | ||||||||
Commitments and contingencies |
||||||||||
Stockholders' equity |
||||||||||
Common stock, $.01 par value per share: | ||||||||||
Authorized200,000,000 shares | ||||||||||
Issued56,608,518 and 55,692,942 shares | 566 | 557 | ||||||||
Capital in excess of par value | 1,154,641 | 1,150,442 | ||||||||
Accumulated deficit | (636,231 | ) | (658,965 | ) | ||||||
Treasury stock18,774,097 and 13,813,313 shares, at cost | (227,038 | ) | (164,018 | ) | ||||||
Accumulated other comprehensive loss | (50,398 | ) | (51,406 | ) | ||||||
Total stockholders' equity | 241,540 | 276,610 | ||||||||
$ | 2,936,853 | $ | 2,941,529 | |||||||
See accompanying "Notes to Consolidated Financial Statements"
2
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
Three months ended September 30, |
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2004 |
2003 |
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(in thousands, except per share amounts) |
|||||||
Net sales and revenues: | ||||||||
Net sales | $ | 326,895 | $ | 280,647 | ||||
Interest income on instalment notes | 54,961 | 56,552 | ||||||
Miscellaneous | 6,468 | 6,796 | ||||||
388,324 | 343,995 | |||||||
Costs and expenses: | ||||||||
Cost of sales (exclusive of depreciation) | 252,480 | 240,286 | ||||||
Depreciation | 14,687 | 13,325 | ||||||
Selling, general and administrative | 47,500 | 42,279 | ||||||
Provision for losses on instalment notes | 3,265 | 4,907 | ||||||
Postretirement benefits | 2,053 | 2,095 | ||||||
Interest expensemortgage-backed/asset-backed notes | 32,824 | 33,492 | ||||||
Interest expensecorporate debt | 3,803 | 6,604 | ||||||
Amortization of other intangibles | 1,079 | 1,586 | ||||||
Provision for estimated hurricane losses | 4,918 | | ||||||
Restructuring and impairment charges | 534 | 1,650 | ||||||
363,143 | 346,224 | |||||||
Income (loss) from continuing operations before income tax expense | 25,181 | (2,229 | ) | |||||
Income tax (expense) benefit | (6,108 | ) | 2,201 | |||||
Income (loss) from continuing operations | 19,073 | (28 | ) | |||||
Discontinued operations: | ||||||||
Income from discontinued operations, net of tax expense of $2,369 | | 4,033 | ||||||
Estimated loss on disposal of discontinued operations, net of tax benefit of $5,637 | | (13,263 | ) | |||||
Net income (loss) | $ | 19,073 | $ | (9,258 | ) | |||
Basic income (loss) per share: | ||||||||
Income from continuing operations | $ | 0.51 | $ | | ||||
Discontinued operations | | (0.22 | ) | |||||
Net income (loss) | $ | 0.51 | $ | (0.22 | ) | |||
Diluted income (loss) per share: | ||||||||
Income from continuing operations | $ | 0.50 | $ | | ||||
Discontinued operations | | (0.22 | ) | |||||
Net income (loss) | $ | 0.50 | $ | (0.22 | ) | |||
See accompanying "Notes to Consolidated Financial Statements"
3
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
Nine months ended September 30, |
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---|---|---|---|---|---|---|---|---|
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2004 |
2003 |
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(in thousands, except per share amounts) |
|||||||
Net sales and revenues: | ||||||||
Net sales | $ | 914,941 | $ | 825,202 | ||||
Interest income on instalment notes | 166,634 | 166,645 | ||||||
Miscellaneous | 12,653 | 13,858 | ||||||
1,094,228 | 1,005,705 | |||||||
Costs and expenses: | ||||||||
Cost of sales (exclusive of depreciation) | 736,870 | 690,757 | ||||||
Depreciation | 45,188 | 40,461 | ||||||
Selling, general and administrative | 147,374 | 126,201 | ||||||
Provision for losses on instalment notes | 8,297 | 11,243 | ||||||
Postretirement benefits | 5,158 | 6,427 | ||||||
Interest expensemortgage-backed/asset-backed notes | 94,826 | 96,478 | ||||||
Interest expensecorporate debt | 13,954 | 14,371 | ||||||
Amortization of other intangibles | 3,916 | 4,684 | ||||||
Provision for estimated hurricane losses | 4,918 | | ||||||
Litigation expense | | 6,500 | ||||||
Restructuring and impairment charges | 1,048 | 7,537 | ||||||
1,061,549 | 1,004,659 | |||||||
Income from continuing operations before income tax expense | 32,679 | 1,046 | ||||||
Income tax (expense) benefit | (9,945 | ) | 21,570 | |||||
Income from continuing operations |
22,734 |
22,616 |
||||||
Discontinued operations: |
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Income from discontinued operations, net of tax expense of $7,672 | | 13,262 | ||||||
Estimated loss on disposal of discontinued operations, net of tax benefit of $31,322 | | (60,963 | ) | |||||
Cumulative effect of change in accounting principle, net of tax expense of $123 |
|
376 |
||||||
Net income (loss) | $ | 22,734 | $ | (24,709 | ) | |||
Basic income (loss) per share: | ||||||||
Income from continuing operations | $ | 0.58 | $ | 0.52 | ||||
Discontinued operations | | (1.10 | ) | |||||
Cumulative effect of change in accounting principle | | 0.01 | ||||||
Net income (loss) | $ | 0.58 | $ | (0.57 | ) | |||
Diluted income (loss) per share: | ||||||||
Income from continuing operations | $ | 0.57 | $ | 0.52 | ||||
Discontinued operations | | (1.10 | ) | |||||
Cumulative effect of change in accounting principle | | 0.01 | ||||||
Net income (loss) | $ | 0.57 | $ | (0.57 | ) | |||
See accompanying "Notes to Consolidated Financial Statements"
4
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For The Nine Months Ended September 30, 2004
(UNAUDITED)
(in thousands)
|
Total |
Comprehensive Income |
Accumulated Deficit |
Accumulated Other Comprehensive Income(Loss) |
Common Stock |
Capital in Excess of Par Value |
Treasury Stock |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2003 | $ | 276,610 | $ | (658,965 | ) | $ | (51,406 | ) | $ | 557 | $ | 1,150,442 | $ | (164,018 | ) | |||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income | 22,734 | $ | 22,734 | 22,734 | ||||||||||||||||||||
Other comprehensive income, net of tax: | ||||||||||||||||||||||||
Decrease in additional pension liability | 1,008 | 1,008 | 1,008 | |||||||||||||||||||||
Comprehensive income | $ | 23,742 | ||||||||||||||||||||||
Stock issued upon exercise of stock options | 7,225 | 9 | 7,216 | |||||||||||||||||||||
Purchase of treasury stock | (63,020 | ) | (63,020 | ) | ||||||||||||||||||||
Dividends paid, $0.09 per share | (3,489 | ) | (3,489 | ) | ||||||||||||||||||||
Stock-based compensation | 472 | 472 | ||||||||||||||||||||||
Balance at September 30, 2004 | $ | 241,540 | $ | (636,231 | ) | $ | (50,398 | ) | $ | 566 | $ | 1,154,641 | $ | (227,038 | ) | |||||||||
See accompanying "Notes to Consolidated Financial Statements"
5
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
For the nine months ended September 30, |
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|
2004 |
2003 |
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(in thousands) |
|||||||||
OPERATING ACTIVITIES | ||||||||||
Income from continuing operations | $ | 22,734 | $ | 22,616 | ||||||
Adjustments to reconcile income to net cash provided by continuing operations: | ||||||||||
Provision for losses on instalment notes receivable | 8,297 | 11,243 | ||||||||
Depreciation | 45,188 | 40,461 | ||||||||
Provision for deferred income taxes | 10,208 | 3,987 | ||||||||
Accumulated postretirement benefits obligation | (8,394 | ) | (6,783 | ) | ||||||
Decrease in other long-term liabilities | (2,337 | ) | (5,213 | ) | ||||||
Amortization of other intangibles | 3,916 | 4,684 | ||||||||
Amortization of debt expense | 6,986 | 4,451 | ||||||||
Loss on sale of assets | 1,294 | | ||||||||
Restructuring and impairment charges | 772 | 6,350 | ||||||||
Stock-based compensation | 472 | | ||||||||
Decrease (increase) in assets: | ||||||||||
Marketable securities | (13 | ) | 958 | |||||||
Receivables, net | (36,157 | ) | (13,193 | ) | ||||||
Income taxes receivable | 2,007 | (17,983 | ) | |||||||
Inventories | 866 | (8,128 | ) | |||||||
Prepaid expenses | (6,561 | ) | (382 | ) | ||||||
Increase (decrease) in liabilities: | ||||||||||
Accounts payable | 2,277 | 1,212 | ||||||||
Accrued expenses | 16,787 | 951 | ||||||||
Accrued interest | 873 | (1,121 | ) | |||||||
Cash flows provided by continuing operations | 69,215 | 44,110 | ||||||||
Cash flows (used in) provided by discontinued operations | (3,611 | ) | 18,698 | |||||||
Cash flows provided by operating activities | 65,604 | 62,808 | ||||||||
INVESTING ACTIVITIES | ||||||||||
Notes originated from sales and resales of homes and purchases of loan portfolios | (345,571 | ) | (374,538 | ) | ||||||
Cash collections on accounts and payouts in advance of maturity | 351,047 | 337,590 | ||||||||
Increase in short-term investments, restricted | (5,377 | ) | (9,338 | ) | ||||||
Additions to property, plant and equipment, net of retirements | (29,316 | ) | (31,471 | ) | ||||||
Increase in investments and other assets, net | (13,590 | ) | (3,025 | ) | ||||||
Additions to property, plant and equipment of discontinued operations | | (19,219 | ) | |||||||
Proceeds from sale of subsidiary | 6,000 | | ||||||||
Cash flows used in investing activities | (36,807 | ) | (100,001 | ) | ||||||
FINANCING ACTIVITIES | ||||||||||
Issuance of debt | 670,218 | 1,041,201 | ||||||||
Retirement of debt | (644,239 | ) | (954,876 | ) | ||||||
Additions to unamortized debt expense | (7,902 | ) | (7,273 | ) | ||||||
Dividends paid | (3,489 | ) | (3,884 | ) | ||||||
Purchases of treasury stock | (63,020 | ) | (27,566 | ) | ||||||
Exercise of employee stock options | 7,225 | 604 | ||||||||
Cash flows (used in) provided by financing activities | (41,207 | ) | 48,206 | |||||||
Net (decrease) increase in cash and cash equivalents | (12,410 | ) | 11,013 | |||||||
Cash and cash equivalents at beginning of period | 59,982 | 8,234 | ||||||||
Cash and cash equivalents at end of period | $ | 47,572 | $ | 19,247 | ||||||
See accompanying "Notes to Consolidated Financial Statements"
6
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)
Note 1Basis of Presentation
The accompanying unaudited consolidated financial statements of Walter Industries, Inc. ("the Company") and subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In December 2003, the Company completed the sales of Applied Industrial Materials Corporation ("AIMCOR") and JW Aluminum Company ("JW Aluminum") (see Note 2). The Notes to Consolidated Financial Statements, except where otherwise indicated, relate to continuing operations only. Certain reclassifications have been made to prior year's amounts to conform to the current period classifications.
On April 30, 2004, the Company completed the sale of the assets of Vestal Manufacturing Company, a wholly-owned subsidiary, for $6.0 million, subject to certain post-closing adjustments. The Company recorded an after tax loss of approximately $0.8 million on the sale. Michael T. Tokarz, a member of the Company's Board of Directors, is the chairman and investment manager of MVC Capital, an investment fund that participated in the acquisition of Vestal's assets. Mr. Tokarz owns less than five percent of the equity of MVC Capital. There were no fees paid to Mr. Tokarz in connection with the sale. Mr. Tokarz did not vote on the transaction or participate in the Board's decision to approve the sale of Vestal.
Note 2Discontinued Operations
On December 3, 2003, the Company completed the sale of AIMCOR, previously a wholly-owned subsidiary of the Company, to Oxbow Carbon and Minerals LLC ("Oxbow") for $127.7 million, subject to certain post-closing adjustments. This resulted in a loss on the sale of approximately $71.5 million, net of $27.6 million of income tax benefit. Based on the Company's history of taxable earnings and expectations for future earnings, it is more likely than not that the Company will achieve sufficient future taxable income to recognize all of the tax benefits associated with the tax loss from the disposition of AIMCOR. The Company also completed the sale of JW Aluminum, previously a wholly-owned subsidiary of the Company, to Wellspring Capital Management LLC for $125.0 million, subject to certain post-closing adjustments, on December 5, 2003, resulting in a gain on the sale of approximately $20.1 million, net of $15.5 million of income tax expense.
Per the AIMCOR sales agreement for the divestiture of the business, the final sales price is subject to certain post-closing cash and net working capital adjustments. The cash and working capital adjustments are defined in the sales agreement and is subject to resolution and arbitration process provided for in the agreement. The Company is currently in arbitration against the purchaser of AIMCOR. The Company recorded a receivable in 2003 of approximately $16 million for estimated net
7
cash and working capital adjustments due to the Company. The ultimate recovery of this receivable is subject to the resolution and arbitration processes described above. Management believes it has a valid basis for its claims and intends to vigorously pursue recovery through these resolution and arbitration processes.
As a result of the adoption of plans to dispose of AIMCOR and JW Aluminum, their operations have been classified as discontinued operations in the accompanying statements of operations for the three and nine months ended September 30, 2003.
Net sales and revenues and income from such discontinued operations were as follows (in thousands):
|
For the three months ended September 30, 2003 |
For the nine months ended September 30, 2003 |
|||||
---|---|---|---|---|---|---|---|
Net sales and revenues | $ | 167,112 | $ | 493,168 | |||
Income from discontinued operations before income tax expense | $ | 6,402 | $ | 20,934 | |||
Income tax expense | (2,369 | ) | (7,672 | ) | |||
Income from discontinued operations | $ | 4,033 | $ | 13,262 | |||
Note 3Stock Options & Stock Compensation
The Company applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for stock options using the intrinsic value method at the grant dates. Had compensation cost for the Company's stock option plans been determined based on fair value at the grant dates as prescribed by Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, the Company's net income (loss) and net income (loss) per share on a pro forma basis would have been (in thousands, except per share data):
|
For the three months ended September 30, |
For the nine months ended September 30, |
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|
2004 |
2003 |
2004 |
2003 |
|||||||||
Net income (loss), as reported | $ | 19,073 | $ | (9,258 | ) | $ | 22,734 | $ | (24,709 | ) | |||
Add: Stock-based compensation expense included in reported net income, net of related tax effects | 70 | | 309 | | |||||||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (753 | ) | (787 | ) | (2,207 | ) | (2,639 | ) | |||||
Pro forma net income (loss) | $ | 18,390 | $ | (10,045 | ) | $ | 20,836 | $ | (27,348 | ) | |||
8
|
For the three months ended September 30, |
For the nine months ended September 30, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
2004 |
2003 |
||||||||||
Net income (loss) per share: | ||||||||||||||
Basicas reported | $ | 0.51 | $ | (0.22 | ) | $ | 0.58 | $ | (0.57 | ) | ||||
Basicpro forma | 0.49 | (0.24 | ) | 0.53 | (0.63 | ) | ||||||||
Dilutedas reported | 0.50 | (0.22 | ) | 0.57 | (0.57 | ) | ||||||||
Dilutedpro forma | 0.48 | (0.24 | ) | 0.52 | (0.63 | ) |
The preceding pro forma results were calculated with the use of the Black Scholes option-pricing model. Weighted average assumptions used for the following periods were:
|
For the three months ended March 31, |
For the three months ended June 30, |
For the three months ended September 30, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
2004 |
2003 |
2004 |
2003 |
|||||||
Risk free interest rate | 5.02 | % | 3.97 | % | 4.67 | % | 3.89 | % | 4.41 | % | 3.90 | % | |
Dividend yield | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |
Expected life (years) | 7.0 | 8.0 | 6.9 | 7.8 | 6.6 | 8.0 | |||||||
Volatility | 39.86 | % | 40.17 | % | 39.56 | % | 40.01 | % | 39.14 | % | 40.17 | % |
During the first quarter of 2004, the Company established the Long-Term Incentive Award Plan Restricted Stock Unit Award Agreement (the "Agreement") pursuant to the provisions of the 2002 Long-Term Incentive Award Plan. Under the Agreement, restricted stock units fully vest after seven years of continuous employment with the Company. The Agreement contains an acceleration provision for vesting if the stock price of the Company reaches certain pre-established amounts. The Company records deferred compensation related to the restricted stock units as a component of capital in excess of par value in the period of grant, based on the number of units granted and the market value of the Company's stock on the grant date, and amortizes the deferred compensation to expense over the vesting period.
Note 4Restructuring and Impairments
On December 1, 2003, the Company announced that Jim Walter Resources expected to close Mine No. 5 during the fourth quarter of 2004 due to continuing adverse geologic conditions. The mine was originally scheduled to close in 2006. However, given the poor operating conditions, management concluded that it was not economically feasible to access Mine No. 5's remaining coal reserves beyond 2004. On April 6, 2004, the Company announced that it would extend its coal production schedule for Mine No. 5 to mid-2005 due to favorable increases in metallurgical coal prices around the world. The Company previously estimated total costs of the shutdown at approximately $17.8 million, of which approximately $12.7 million would qualify as restructuring costs. As a result of the delay in the shutdown of the mine, total expected costs have decreased to approximately $14.5 million, of which approximately $9.4 million would qualify as restructuring costs. Due to the change in the timing of the mine shutdown and the related decrease in estimated restructuring costs, the Company remeasured the
9
liability, which resulted in a $0.7 million reversal during the first quarter of 2004 of amounts previously charged to restructuring expense in 2003. The Company recorded approximately $0.5 million of restructuring and impairment charges for each of the three months ended March 31, 2004, June 30, 2004 and September 30, 2004 related to the shutdown of Mine No. 5. Estimated costs associated with the shutdown and amounts recorded as restructuring expenses are as follows (in thousands):
|
Total Expected Costs |
Total restructuring & impairment expenses recognized from inception to September 30, 2004 |
Restructuring & impairment charges expensed for the three months ended September 30, 2004 |
Restructuring & impairment charges expensed for the nine months ended September 30, 2004 |
Restructuring & impairment charges expensed from inception to December 31, 2003 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Termination benefits | $ | 4,046 | $ | 1,768 | $ | 534 | $ | 927 | $ | 841 | ||||||
Other employee-related costs | 8,475 | 5,790 | | | 5,790 | |||||||||||
Other costs | 2,001 | 67 | | | 67 | |||||||||||
Total | $ | 14,522 | $ | 7,625 | $ | 534 | $ | 927 | $ | 6,698 | ||||||
Termination benefits consist primarily of one year's post-employment health benefits for United Mine Workers of America ("UMWA") employees and severance related to staff reductions of salaried personnel. Other employee-related costs include approximately $5.8 million expensed in 2003 related to an increase in benefit costs associated with the curtailment of the UMWA other post-retirement benefits plan and increases in other employee-related costs, such as workers compensation, that will be expensed when incurred. Other costs primarily represent incremental costs related to the closure of the mine that will be charged to operating costs when incurred.
Amounts recorded in accrued restructuring for the closure of Mine No. 5 are as follows (in thousands):
|
For the three months ended September 30, 2004 |
For the three months ended June 30, 2004 |
For the three months ended March 31, 2004 |
For the year ended December 31, 2003 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance | $ | 1,366 | $ | 832 | $ | 973 | $ | | ||||
Restructuring expense | 534 | 534 | 534 | 973 | ||||||||
Restructuring payments | | | | | ||||||||
Reversal of prior accruals | | | (675 | ) | | |||||||
Ending balance | $ | 1,900 | $ | 1,366 | $ | 832 | $ | 973 | ||||
On April 29, 2003, U.S. Pipe, the primary component of the Industrial Products segment, ceased production and manufacturing operations at its castings plant in Anniston, Alabama. The decision to cease operations was the result of several years of declining financial results and resulted in the
10
termination of approximately 80 employees. Exit costs associated with the plant closure were $6.1 million. Costs associated with the restructuring are as follows (in thousands):
|
Total Costs |
Total restructuring & impairment expenses recognized from inception to September 30, 2004 |
Restructuring & impairment charges expensed for the three months ended September 30, 2004 |
Restructuring & impairment charges expensed for the nine months ended September 30, 2004 |
Restructuring & impairment charges expensed from inception to December 31, 2003 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
One-time termination benefits | $ | 758 | $ | 758 | $ | | $ | 32 | $ | 726 | |||||
Contract termination costs | 76 | 76 | | (209 | ) | 285 | |||||||||
Other associated costs | 787 | 787 | | 560 | 227 | ||||||||||
Write-off of property, plant and equipment and related parts and materials | 4,438 | 4,438 | | (262 | ) | 4,700 | |||||||||
Total | $ | 6,059 | $ | 6,059 | $ | | $ | 121 | $ | 5,938 | |||||
Other associated costs principally include site clean-up costs that were expensed as restructuring charges when incurred.
Amounts recorded in accrued restructuring for ceasing production and manufacturing operations in Anniston, Alabama are as follows (in thousands):
|
For the three months ended September 30, 2004 |
For the three months ended June 30, 2004 |
For the three months ended March 31, 2004 |
For the year ended December 31, 2003 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance | $ | 175 | $ | 325 | $ | 243 | $ | | |||||
Restructuring expense | | 87 | 296 | 1,238 | |||||||||
Restructuring payments | (25 | ) | (237 | ) | (214 | ) | (995 | ) | |||||
Ending balance | $ | 150 | $ | 175 | $ | 325 | $ | 243 | |||||
Note 5Restricted Short-Term Investments
Restricted short-term investments at September 30, 2004 and December 31, 2003 include (i) temporary investment of reserve funds and collections on instalment notes receivable owned by Mid-State Trusts IV, VI, VII, VIII, IX, X, XI and 2004-1 (the "Trusts") ($98.2 million and $94.0 million, respectively) which are available only to pay expenses of the Trusts and principal and interest on indebtedness of the Trusts and (ii) miscellaneous other segregated amounts restricted to specific uses ($7.5 million and $6.3 million), respectively.
11
Note 6Instalment Notes Receivable
Instalment notes receivable are summarized as follows (in thousands):
|
September 30, 2004 |
December 31, 2003 |
|||||
---|---|---|---|---|---|---|---|
Instalment notes receivable | $ | 1,650,906 | $ | 1,695,040 | |||
Mortgage loans receivable | 105,740 | 75,467 | |||||
Less: Allowance for losses | (12,587 | ) | (12,675 | ) | |||
$ | 1,744,059 | $ | 1,757,832 | ||||
During the three and nine months ended September 30, 2004, the Company purchased portfolios of $16.6 million and $31.3 million, respectively, of seasoned mortgage loans.
Activity in the allowance for losses on instalment notes is summarized as follows (in thousands):
|
For the nine months ended September 30, |
||||||
---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||
Balance at beginning of period | $ | 12,675 | $ | 11,274 | |||
Provisions charged to income | 8,297 | 11,243 | |||||
Charge-offs, net of recoveries | (8,385 | ) | (10,770 | ) | |||
Balance at end of period | $ | 12,587 | $ | 11,747 | |||
Note 7Inventories
Inventories are summarized as follows (in thousands):
|
September 30, 2004 |
December 31, 2003 |
||||
---|---|---|---|---|---|---|
Finished goods | $ | 114,033 | $ | 116,075 | ||
Goods in process | 41,107 | 31,071 | ||||
Raw materials and supplies | 38,942 | 49,854 | ||||
Repossessed houses held for resale | 17,847 | 18,855 | ||||
Total inventories | $ | 211,929 | $ | 215,855 | ||
12
Note 8Debt
Debt, in accordance with its contractual terms, consisted of the following (in thousands):
|
September 30, 2004 |
December 31, 2003 |
||||||
---|---|---|---|---|---|---|---|---|
Mortgage-Backed/Asset-Backed Notes and | ||||||||
Variable Funding Loan: | ||||||||
Trust IV Asset Backed Notes | $ | 341,101 | $ | 398,544 | ||||
Trust VI Asset Backed Notes | 205,834 | 228,620 | ||||||
Trust VII Asset Backed Notes | 174,390 | 196,461 | ||||||
Trust VIII Asset Backed Notes | 224,424 | 254,182 | ||||||
Trust IX Variable Funding Loan | | 129,759 | ||||||
Trust X Asset Backed Notes | 300,229 | 328,121 | ||||||
Trust XI Asset Backed Notes | 262,737 | 294,211 | ||||||
2004-1 Trust Asset Backed Notes | 287,356 | | ||||||
1,796,071 | 1,829,898 | |||||||
Other senior debt: | ||||||||
Walter Industries, Inc. | ||||||||
Convertible Senior Subordinated Notes | 175,000 | | ||||||
Term Loan, net of discount of $1,440 | | 113,754 | ||||||
175,000 | 113,754 | |||||||
Total | $ | 1,971,071 | $ | 1,943,652 | ||||
On July 15, 2004, Mid-State Capital Corporation, a wholly-owned subsidiary of the Company, issued notes under the 2004-1 Trust offering of asset-backed notes. These notes are secured by instalment sale contracts, promissory notes and mortgages originated by Jim Walter Homes, Inc. and its affiliated homebuilding companies and mortgage loans, promissory notes and mortgages originated and/or purchased by Walter Mortgage Company. The notes were issued in four separate classes with a single maturity date of August 2037 and with a weighted average, fixed interest coupon of 6.64%. The initial net proceeds of approximately $244.0 million were used to repay borrowings of $205.8 million under the Company's Mid-State Trust IX Variable Funding Loan Facility, and provided approximately $38.2 million for general corporate purposes. Mid-State Capital Corporation also incurred debt issuance costs of approximately $1.8 million that will be amortized to interest expense based on the paydown of the related notes. During the three months ended September 30, 2004, the Company received additional net proceeds of approximately $50 million under the offering, related to instalment sales contracts and notes originated or purchased during that period, for a total offering of $294 million. The additional proceeds were used for general corporate purposes.
In April 2004, the Company issued $175 million of convertible senior subordinated notes which will mature May 1, 2024, unless earlier converted, redeemed or repurchased. The notes are redeemable by the Company at par on or after May 6, 2011. The holders of the notes may require the Company to repurchase some or all of the notes at par plus accrued and unpaid interest, including contingent interest, if any, initially on May 1, 2014, and subsequently on May 1, 2019, or at any time prior to their maturity following a fundamental change, as defined in the indenture.
13
The notes bear interest at 3.75% per annum. Commencing on May 1, 2011, the Company will pay contingent interest for the applicable interest period if the average trading price of the notes during the specified five trading days in the applicable interest period equals or exceeds 120% of the principal amount of the notes. The contingent interest payable per note will equal 0.40% per year of the average trading price of such note during the applicable five trading-day reference period. The notes are convertible into shares of the Company's common stock, initially at a conversion rate of 56.0303 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $17.85 per share), subject to adjustment and under certain circumstances as outlined in the indenture. Holders can surrender their notes for conversion in any fiscal quarter after the quarter ending June 30, 2004 if the last reported sale price per share of Walter Industries' common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter is greater than or equal to 130% of the applicable conversion price per share of Walter Industries' common stock on such last trading day. Holders may also convert the notes if certain trading price conditions are met, the notes are called for redemption, upon the occurrence of certain corporate transactions or if future credit ratings are three or more subcategories below the initial credit rating. Other than the occurrence of certain corporate transactions, such as the sale of the Company, the agreement has no provisions that accelerate maturity of the debt. A significant downgrade of the credit rating of the debt or a suspension of the ratings by both rating agencies would result in an acceleration of the conversion feature of the notes.
Proceeds upon issuance of the notes were approximately $168.9 million, net of approximately $6.1 million of underwriting fees and expenses. A portion of the proceeds was used to repay in full the Term Loan, which had a principal balance outstanding of approximately $111.7 million. Using the remaining proceeds and borrowings under the revolving credit facility, the Company repurchased 4,960,784 shares of its common stock for approximately $63.0 million, of which 3,960,784 shares totaling $50.0 million were repurchased from certain affiliates of Kohlberg, Kravis, Roberts and Co ("KKR"). After the repurchase, KKR affiliates owned approximately 27% of the Company's outstanding stock.
In April 2003, the Company entered into a new $500 million bank credit facility (the "2003 Credit Facility") which consists of a $245 million senior secured revolving credit facility that matures in April 2008 and a $255 million senior secured Term Loan originally maturing in April 2010. In April 2004, the Company repaid the remaining balance of the term loan from the proceeds of the convertible debt issue. The 2003 revolving credit facility is secured by the stock of Walter Industries' subsidiaries and by certain assets (excluding real property) of the Company. The interest rate on the revolving credit facility is a floating rate of 400 basis points over LIBOR and on the retired term loan was a floating rate of 425 basis points over LIBOR. LIBOR was 1.8% and 1.2% at September 30, 2004 and December 31, 2003, respectively.
In connection with the 2003 Credit Facility, the Company originally incurred debt issuance costs of approximately $5.4 million, which was being amortized over the life of the loans. In addition, the Company recorded a discount on the term loan of approximately $3.2 million, which was recorded as a reduction of the term loan and was being accreted to face value over the life of the loan. As the result of the repayment of the term loan, unamortized term loan debt issue costs of approximately $1.2 million and discount of approximately $1.4 million were charged to interest expense in the three months ended June 30, 2004.
14
Effective March 24, 2004, April 13, 2004 and October 28, 2004, the Company entered into amendments of the 2003 Credit Facility to provide the Company with flexibility in the timing of its long term financing under mortgage backed/asset-backed notes; to permit the issuance of senior convertible notes; and to increase the amount of availability to make restricted payments such as share repurchases and dividends under the 2003 Credit Facility. These amendments modified the 2003 Credit Facility as follows: (a) the definition of Consolidated EBITDA will not include any cash expenditure made on or after July 1, 2004 in connection with post employment benefits to the extent such expenditures are not deducted in computing Consolidated Net Income; (b) permitted the Company to incur additional indebtedness related to the issuance of convertible senior subordinated notes and repurchase additional shares of the Company's common stock and (c) increased the amount available to make restricted payments, which includes share repurchases.
The revolving credit facility includes a sub-facility for trade and other standby letters of credit in an amount up to $100.0 million at any time outstanding. At September 30, 2004 letters of credit with a face amount of $59.5 million were outstanding and approximately $185.5 million was available under the revolving credit facility. No amounts were outstanding under the revolving credit facility at September 30, 2004 and December 31, 2003.
The Mid-State Trust IX Variable Funding Loan Facility (or "Trust IX") is a $400.0 million warehouse facility with Bank of America as lender and as Administrative Agent maturing January 31, 2005. Interest is based on the cost of A-1 and P-1 rated commercial paper plus .35% and a facility fee on the committed amount of .40%. The weighted average interest rate was 2.51% as of September 30, 2004.
15
Note 9Pension and Other Employee Benefits
The components of net periodic benefit cost are as follows (in thousands):
|
Pension Benefits |
Post-Retirement Benefits |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
For the three months ended September 30, |
For the three months ended September 30, |
|||||||||||
|
2004 |
2003 |
2004 |
2003 |
|||||||||
Components of net periodic benefit costs: | |||||||||||||
Service cost | $ | 1,961 | $ | 1,862 | $ | 475 | $ | 458 | |||||
Interest cost | 5,568 | 5,581 | 3,927 | 3,810 | |||||||||
Expected return on plan assets | (5,722 | ) | (4,925 | ) | | | |||||||
Amortization of transition amount | (1 | ) | (173 | ) | | | |||||||
Amortization of prior service cost | 179 | 216 | (1,633 | ) | (1,633 | ) | |||||||
Amortization of net loss (gain) | 1,540 | 1,465 | (93 | ) | (659 | ) | |||||||
Net periodic benefit cost | 3,525 | 4,026 | 2,676 | 1,976 | |||||||||
Discontinued operations | | | | 44 | |||||||||
Net periodic benefit cost for continuing operations | $ | 3,525 | $ | 4,026 | $ | 2,676 | $ | 2,020 | |||||
|
Pension Benefits |
Post-Retirement Benefits |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
For the nine months ended September 30, |
For the nine months ended September 30, |
|||||||||||
|
2004 |
2003 |
2004 |
2003 |
|||||||||
Components of net periodic benefit costs: | |||||||||||||
Service cost | $ | 5,884 | $ | 5,587 | $ | 1,426 | $ | 1,376 | |||||
Interest cost | 16,704 | 16,741 | 11,782 | 11,430 | |||||||||
Expected return on plan assets | (17,167 | ) | (14,775 | ) | | | |||||||
Amortization of transition amount | (2 | ) | (518 | ) | | | |||||||
Amortization of prior service cost | 538 | 647 | (4,901 | ) | (4,901 | ) | |||||||
Amortization of net loss (gain) | 4,621 | 4,395 | (279 | ) | (1,979 | ) | |||||||
Net periodic benefit cost | 10,578 | 12,077 | 8,028 | 5,926 | |||||||||
Discontinued operations | | | | 134 | |||||||||
Net periodic benefit cost for continuing operations | $ | 10,578 | $ | 12,077 | $ | 8,028 | $ | 6,060 | |||||
In May 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003, which provides guidance on the accounting for the effects of the Act. FASB Staff Position 106-2 is effective for the first interim or annual period ending after June 15, 2004. The Company has determined that it sponsors health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for 2004 is estimated to be $0.7 million. The Company recorded $0.4 million as a reduction to Other Postretirement Benefits expense for the three months ended September 30, 2004 and expects to record $0.3 million as a reduction to Other Postretirement Benefits expense for the three months ended December 31, 2004.
16
During the second quarter of 2004, the Company reduced the Other Postretirement Benefits liability by $1.6 million to reverse an overaccrual for certain retiree life insurance benefits which are provided by the UMWA union plans which are indirectly funded by Jim Walter Resources.
Note 10Income Taxes
The Company established a $1.8 million valuation allowance for certain Homebuilding segment state deferred tax assets during the second quarter of 2004.
Note 11Earnings Per Share
Calculations of basic and diluted net income (loss) per share for the three and nine months ended September 30, 2004 and 2003 are as follows (in thousands, except per share data):
|
Three months ended September 30, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
||||||||||||
|
Basic |
Diluted |
Basic |
Diluted |
||||||||||
Net income (loss) | $ | 19,073 | $ | 19,073 | $ | (9,258 | ) | $ | (9,258 | ) | ||||
Shares of common stock outstanding: | ||||||||||||||
Average number of common shares | 37,425 | 37,425 | 42,210 | 42,210 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Stock options | | 857 | | 399 | ||||||||||
37,425 | 38,282 | 42,210 | 42,609 | |||||||||||
Net income (loss) per share | $ | 0.51 | $ | 0.50 | $ | (0.22 | ) | $ | (0.22 | ) | ||||
|
Nine months ended September 30, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
||||||||||||
|
Basic |
Diluted |
Basic |
Diluted |
||||||||||
Net income (loss) | $ | 22,734 | $ | 22,734 | $ | (24,709 | ) | $ | (24,709 | ) | ||||
Shares of common stock outstanding: | ||||||||||||||
Average number of common shares | 39,154 | 39,154 | 43,375 | 43,375 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Stock options | | 688 | | 302 | ||||||||||
39,154 | 39,842 | 43,375 | 43,677 | |||||||||||
Net income (loss) per share | $ | 0.58 | $ | 0.57 | $ | (0.57 | ) | $ | (0.57 | ) | ||||
17
Note 12Segment Information
Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands):
|
Three months ended September 30, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||||
Net sales and revenues: | |||||||||
Homebuilding | $ | 54,172 | $ | 66,968 | |||||
Financing | 59,262 | 61,108 | |||||||
Industrial Products | 157,229 | 131,737 | |||||||
Natural Resources | 95,549 | 61,444 | |||||||
Other | 28,816 | 27,293 | |||||||
Consolidating Eliminations | (6,704 | ) | (4,555 | ) | |||||
Net sales and revenues | $ | 388,324 | $ | 343,995 | |||||
Operating income (loss) (a): | |||||||||
Homebuilding | $ | (9,550 | ) | $ | (1,591 | ) | |||
Financing (b) | 8,569 | 11,780 | |||||||
Industrial Products | 8,286 | 5,965 | |||||||
Natural Resources | 23,674 | (9,678 | ) | ||||||
Other | (1,288 | ) | (1,423 | ) | |||||
Consolidating Eliminations | (707 | ) | (678 | ) | |||||
Operating income | 28,984 | 4,375 | |||||||
Less: Corporate debt interest expense | (3,803 | ) | (6,604 | ) | |||||
Income (loss) from continuing operations before income taxes | 25,181 | (2,229 | ) | ||||||
Income tax (expense) benefit | (6,108 | ) | 2,201 | ||||||
Income (loss) from continuing operations | $ | 19,073 | $ | (28 | ) | ||||
Depreciation: | |||||||||
Homebuilding | $ | 1,213 | $ | 1,257 | |||||
Financing | 401 | 219 | |||||||
Industrial Products | 6,415 | 6,459 | |||||||
Natural Resources | 5,464 | 4,084 | |||||||
Other | 1,194 | 1,306 | |||||||
Total | $ | 14,687 | $ | 13,325 | |||||
18
the mortgage-backed/asset-backed notes of $32,824 and $33,492 for the three months ended September 30, 2004 and 2003, respectively.
|
Nine months ended September 30, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||||
Net sales and revenues: | |||||||||
Homebuilding | $ | 179,832 | $ | 206,467 | |||||
Financing | 183,040 | 180,243 | |||||||
Industrial Products | 416,313 | 355,685 | |||||||
Natural Resources | 249,372 | 197,383 | |||||||
Other | 82,898 | 81,133 | |||||||
Consolidating Eliminations | (17,227 | ) | (15,206 | ) | |||||
Net sales and revenues | $ | 1,094,228 | $ | 1,005,705 | |||||
Operating income (loss) (c): | |||||||||
Homebuilding | $ | (25,071 | ) | $ | 2,809 | ||||
Financing (d) | 39,065 | 40,833 | |||||||
Industrial Products | 8,137 | (10,357 | ) | ||||||
Natural Resources | 36,080 | (8,047 | ) | ||||||
Other | (9,518 | ) | (7,786 | ) | |||||
Consolidating Eliminations | (2,060 | ) | (2,035 | ) | |||||
Operating income | 46,633 | 15,417 | |||||||
Less: Corporation debt interest expense | (13,954 | ) | (14,371 | ) | |||||
Income from continuing operations before income taxes | 32,679 | 1,046 | |||||||
Income tax (expense) benefit | (9,945 | ) | 21,570 | ||||||
Income from continuing operations | $ | 22,734 | $ | 22,616 | |||||
Depreciation: | |||||||||
Homebuilding | $ | 3,671 | $ | 3,465 | |||||
Financing | 1,093 | 623 | |||||||
Industrial Products | 20,158 | 19,793 | |||||||
Natural Resources | 16,628 | 12,559 | |||||||
Other | 3,638 | 4,021 | |||||||
Total | $ | 45,188 | $ | 40,461 | |||||
19
mortgage-backed/asset-backed notes of $94,826 and $96,478 for the nine months ended September 30, 2004 and 2003, respectively.
Note 13Commitments and Contingencies
A controversy exists with regard to federal income taxes allegedly owed by the Company for fiscal years 1980 through 1994. In connection with the bankruptcy proceedings, the Internal Revenue Service (the "IRS") filed a proof of claim in the Bankruptcy Court (the "Proof of Claim") for a substantial amount of taxes, interest and penalties with respect to fiscal years ended August 31, 1980 and August 31, 1983 through May 31, 1994. The Company filed an adversary proceeding in the Bankruptcy Court disputing the Proof of Claim (the "Adversary Proceeding") and the various issues have been and are being litigated in the Bankruptcy Court.
The amounts initially asserted by the Proof of Claim do not reflect the subsequent resolution of various issues through settlements or concessions by the parties. After adjustment for these items, the Company estimates that the amount of tax presently claimed by the IRS is approximately $34 million for issues currently in dispute in the Adversary Proceeding. This amount is subject to interest and penalties. Of the $34 million in claimed tax, $21 million represents issues in which the IRS is not challenging the deductibility of the particular expense but only whether such expense is deductible in a particular year. Substantially all of the issues in the Proof of Claim, which have not been settled or conceded, have been litigated before the Bankruptcy Court and are subject to appeal but only at the conclusion of the entire Adversary Proceeding.
The Company believes that those portions of the Proof of Claim which remain in dispute or are subject to appeals substantially overstate the amount of taxes allegedly owing. However, because of the complexity of the issues presented and the uncertainties associated with litigation, the Company is unable to predict the ultimate outcome of the Adversary Proceeding.
The Company believes that its tax filing positions have substantial merit and intends to defend vigorously any tax claims asserted. The Company believes that it has sufficient accruals to address any claims, including interest and penalties.
Miscellaneous Litigation
In 2003, the Company increased its accruals for outstanding litigation by approximately $6.5 million, principally related to the settlement of a class action employment matter at U.S. Pipe. The settlement was finalized in May 2004.
The Company and its subsidiaries are parties to a number of other lawsuits arising in the ordinary course of their businesses. The Company provides for costs relating to these matters when a loss is probable and the amount is reasonably estimable. The effect of the outcome of these matters on the Company's future results of operations cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, the Company believes that the final outcome of such other litigation will not have a material adverse effect on its consolidated financial position.
20
Note 14Other Items
Hurricane Insurance Claim Losses
The Company recorded a provision for estimated hurricane losses of $4.9 million, net of expected reinsurance proceeds from unrelated insurance carriers. These estimated losses were recorded for claims at Cardem Insurance Company, Ltd., which is part of the Financing segment, as a result of damage from four hurricanes that impacted the Company's market area during the third quarter of 2004.
Environmental
The Company entered into an agreement with a former insurer whereby the Company released the insurance company from liability for certain environmental contamination, asbestos and silica claims that may have been asserted in the future in exchange for a payment to the Company. As of September 30, 2004, the Company recorded a receivable and a reduction to selling, general and administrative expenses of $1.9 million, net of legal fees, in the Industrial Products segment. On October 29, 2004, the Company collected this receivable.
Note 15Subsequent Events
On October 21, 2004, the Board of Directors increased the quarterly dividend from $0.03 to $0.04 per share. The dividend will be payable on December 10, 2004, to shareholders of record on November 12, 2004.
On October 29, 2004, the Company purchased 1,997,805 shares of the Company's common stock from certain KKR affiliates for approximately $32.3 million in a private transaction that occurred concurrently with an offering by KKR of its 8,000,000 remaining shares of the Company's common stock. Following the offering, KKR did not own any shares of the Company's common stock.
Note 16New Accounting Pronouncements
In May 2004, the FASB issued FASB Staff Position ("FSP") FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2004. See Note 9 for discussion of the impact of this pronouncement.
In September 2004, the Emerging Issues Task Force ("EITF") of the FASB adopted EITF 04-8 The Effect of Contingently Convertible Instruments on Diluted Earning per Share, which will require that the dilutive effect of contingently convertible instruments be included in diluted earnings per share using the "if converted" method. This method will be applied to reporting periods ending after the effective date of December 15, 2004. The Company's will be required to recalculate and restate diluted earnings per share by including the dilutive impact of an additional 9.8 million additional shares of common stock associated with the Company's $175 million contingent convertible senior subordinated notes. Restatement for the three and nine months ended September 30, 2004 would result in diluted earnings per share of $0.42 and $0.54, respectively.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
AND QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This discussion should be read in conjunction with the consolidated financial statements and notes thereto of Walter Industries, Inc. and its subsidiaries, particularly Notes 2 and 12 of "Notes to Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2004" which describe the Company's discontinued operations recorded in 2003, as well as net sales and revenues and operating income by operating segment.
RESULTS OF OPERATIONS
Summary Results from Continuing Operations for the Three Months ended September 30, 2004 and 2003
|
For the three months ended September 30, 2004 |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in thousands) |
Homebuilding |
Financing |
Industrial Products |
Natural Resources |
Other |
Cons Elims |
Total |
||||||||||||||||
Net sales | $ | 53,682 | $ | 2,858 | $ | 155,394 | $ | 94,752 | $ | 26,206 | $ | (5,997 | ) | $ | 326,895 | ||||||||
Interest income on instalment notes | | 54,961 | | | | | 54,961 | ||||||||||||||||
Miscellaneous income | 490 | 1,443 | 1,835 | 797 | 2,610 | (707 | ) | 6,468 | |||||||||||||||
Net sales and revenues | 54,172 | 59,262 | 157,229 | 95,549 | 28,816 | (6,704 | ) | 388,324 | |||||||||||||||
Cost of sales |
42,580 |
1,342 |
132,931 |
59,536 |
22,088 |
(5,997 |
) |
252,480 |
|||||||||||||||
Interest expense (1) | | 32,824 | | | | | 32,824 | ||||||||||||||||
Gross profit/net interest income | 11,592 | 25,096 | 24,298 | 36,013 | 6,728 | (707 | ) | 103,020 | |||||||||||||||
Depreciation | 1,213 | 401 | 6,415 | 5,464 | 1,194 | | 14,687 | ||||||||||||||||
Selling, general & administrative | 20,052 | 6,912 | 10,002 | 3,422 | 7,112 | | 47,500 | ||||||||||||||||
Provision for losses on instalment notes | | 3,265 | | | | | 3,265 | ||||||||||||||||
Postretirement benefits | (123 | ) | (48 | ) | (405 | ) | 2,919 | (290 | ) | | 2,053 | ||||||||||||
Amortization of other intangibles | | 1,079 | | | | | 1,079 | ||||||||||||||||
Provision for estimated hurricane losses | | 4,918 | | | | | 4,918 | ||||||||||||||||
Restructuring & impairment charges | | | | 534 | | | 534 | ||||||||||||||||
Operating income (loss) | $ | (9,550 | ) | $ | 8,569 | $ | 8,286 | $ | 23,674 | $ | (1,288 | ) | $ | (707 | ) | 28,984 | |||||||
Corporate debt interest expense |
(3,803 |
) |
|||||||||||||||||||||
Income from continuing operations before income taxes | $ | 25,181 | |||||||||||||||||||||
22
|
For the three months ended September 30, 2003 |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in thousands) |
Homebuilding |
Financing |
Industrial Products |
Natural Resources |
Other |
Cons Elims |
Total |
||||||||||||||||
Net sales | $ | 66,226 | $ | 3,116 | $ | 131,605 | $ | 62,120 | $ | 21,456 | $ | (3,876 | ) | $ | 280,647 | ||||||||
Interest income on instalment notes | | 56,552 | | | | | 56,552 | ||||||||||||||||
Miscellaneous income | 742 | 1,440 | 132 | (676 | ) | 5,837 | (679 | ) | 6,796 | ||||||||||||||
Net sales and revenues | 66,968 | 61,108 | 131,737 | 61,444 | 27,293 | (4,555 | ) | 343,995 | |||||||||||||||
Cost of sales |
50,384 |
1,943 |
109,474 |
61,485 |
20,509 |
(3,509 |
) |
240,286 |
|||||||||||||||
Interest expense(1) | | 33,492 | | | | | 33,492 | ||||||||||||||||
Gross profit/net interest income | 16,584 | 25,673 | 22,263 | (41 | ) | 6,784 | (1,046 | ) | 70,217 | ||||||||||||||
Depreciation | 1,257 | 219 | 6,459 | 4,084 | 1,306 | | 13,325 | ||||||||||||||||
Selling, general & administrative (2) | 16,964 | 7,258 | 10,292 | 2,668 | 5,465 | (368 | ) | 42,279 | |||||||||||||||
Provision for loss on instalment notes | | 4,907 | | | | | 4,907 | ||||||||||||||||
Postretirement benefits | (46 | ) | (77 | ) | (453 | ) | 2,885 | (214 | ) | | 2,095 | ||||||||||||
Amortization of other intangibles | | 1,586 | | | | | 1,586 | ||||||||||||||||
Restructuring & impairment charges | | | | | 1,650 | | 1,650 | ||||||||||||||||
Operating income (loss) | $ | (1,591 | ) | $ | 11,780 | $ | 5,965 | $ | (9,678 | ) | $ | (1,423 | ) | $ | (678 | ) | 4,375 | ||||||
Corporate debt interest expense |
(6,604 |
) |
|||||||||||||||||||||
Loss from continuing operations before income taxes | $ | (2,229 | ) | ||||||||||||||||||||
Overview for Three Months Ended September 30, 2004
The Company's net income for the quarter ended September 30, 2004 was $19.1 million, or $0.50 per diluted share, which compares to a net loss of $9.3 million, or $0.22 per diluted share in the year ago period. Income from continuing operations in the current period was also $19.1 million, or $0.50 per diluted share, an increase from essentially breakeven results in the prior year period. The increase was due to strong operating performance in the Natural Resources segment which led to a significant year-over-year turnaround in overall profitability. Natural Resources' dramatic improvement in results was due to a 54% increase in average coal prices, a strong increase in coal production, higher natural gas prices and significantly lower production costs. Operating results for the current period also reflect increased gross profit at U.S. Pipe, as higher prices and volumes more than overcame significantly increased scrap metal costs. The positives in Natural Resources and U.S. Pipe were partially offset by losses within the Homebuilding segment, and by a pre-tax charge of $4.9 million in the Financing segment for estimated insurance losses from the multiple hurricanes that impacted the Southeastern United States during the current period. Loss from continuing operations for the year ago period was $28 thousand. The year ago period includes a loss from discontinued operations of $9.2 million, or $0.22 per diluted share.
Principal factors impacting income from continuing operations in the current period compared to the year ago period include:
23
Other developments, trends and factors that may impact future results include:
Net sales and revenues for the three months ended September 30, 2004 were $388.3 million, a 13% increase from $344.0 million for the quarter ended September 30, 2003. Sales increases in the current period were primarily attributable to higher sales of metallurgical coal, natural gas, and ductile iron pipe, partially offset by decreased sales in the Homebuilding segment. Interest income on instalment notes declined by $1.6 million from the prior year as portfolio yields declined due to new lower-yielding notes replacing higher-yielding notes that had been prepaid.
Cost of sales, exclusive of depreciation, was $252.5 million or 77.2% of net sales in the 2004 period versus $240.3 million and 85.6% of net sales in the comparable period of 2003. The increase in cost of sales is attributable to higher volumes and increased costs in the Industrial Products segment. The increase in gross margin percentage is primarily due to increased metallurgical coal and natural gas selling prices, lower coal production costs and higher ductile iron sales prices, partially offset by higher costs for scrap metal, transportation and other raw materials in the Industrial Products segment and higher lumber and other construction costs in the Homebuilding segment.
24
Depreciation for the three months ended September 30, 2004 was $14.7 million, an increase of $1.4 million from the same period in 2003, primarily as a result of the purchase of new longwall equipment at Natural Resources.
Selling, general and administrative expenses of $47.5 million were 12.2% of net sales and revenues in the 2004 period, and $42.3 million and 12.3% in 2003. The increase of approximately $3.1 million in the Homebuilding segment related primarily to branch closures and severance costs, plus increases in employee-related and other costs. The increase of $1.6 million in the Other segment was primarily due to increased professional fees, including Sarbanes-Oxley compliance costs, and employee-related costs.
Provision for losses on instalment notes decreased to $3.3 million in the 2004 period, compared to $4.9 million in 2003 due to improved recovery rates on sales of repossessed homes.
Interest expense for mortgage-backed and asset-backed notes decreased to $32.8 million in the 2004 period, compared to $33.5 million for the same period in 2003 due to a reduced level of borrowings.
Interest expense on corporate debt decreased to $3.8 million in the 2004 period compared to $6.6 million in the prior year period, due to lower interest rates and a reduced level of borrowings.
The provision for estimated hurricane losses in the current period of $4.9 million relates to estimated claims incurred by insurance customers of the Company's Financing segment from four major hurricanes that impacted the Southeastern United States during the quarter.
The Company recorded $0.5 million in restructuring and impairment charges during the quarter ended September 30, 2004 related to the planned shutdown of Mine No. 5 in mid-2005. During the 2003 period, $1.7 million was recorded to write-down the Company's former headquarters building to its net realizable value.
The Company's effective tax rate for the three months ended September 30, 2004 and 2003 differed from the federal statutory rate primarily due to depletion deductions related to the Company's mining operations and the effect of state income taxes.
The current and prior period results also include the impact of the factors discussed in the following segment analysis.
Segment Analysis:
Homebuilding
Net sales and revenues were $54.2 million for the three months ended September 30, 2004, a decrease of $12.8 million from the quarter ended September 30, 2003 as a result of fewer unit completions, partially offset by a higher average selling price. The higher selling price reflects price increases implemented in the first half of 2004, as well as the Company's ongoing strategy to market and sell larger homes with more amenities. Unit completions decreased by 271, or 27%, compared to the year earlier period. The modular business completed 113 homes in the current quarter, 67 less than the year-ago period. Excluding the modular business, 620 units were completed in the current period, compared to 824 in the year-ago period. Fewer units were completed in the current period as a result of lower volumes of new sales orders beginning in the last half of 2003. This reduction was due to a variety of factors, including reduced sales advertising and promotional initiatives. Additionally, during the third quarter of 2004, a string of hurricanes and the resulting excessive rain caused construction delays, which reduced new starts and completions throughout much of the Southeast.
|
Three months ended September 30, |
|||||
---|---|---|---|---|---|---|
|
2004 |
2003 |
||||
Homes Completed | 733 | 1,004 | ||||
Average Net Selling Price | $ | 73,111 | $ | 65,958 |
25
The estimated backlog at September 30, 2004 of homes to be constructed was $133.4 million, or 1,825 homes, compared to $140.0 million, or 2,060 homes, at December 31, 2003 and $148.8 million, or 2,256 homes, at September 30, 2003.
The segment operating loss was $9.6 million for the three months ended September 30, 2004 compared to an operating loss of $1.6 million in the year-ago period. The higher loss was primarily due to fewer unit completions, partially offset by margin improvements from higher average home prices ($1.5 million), reduced margins due to higher lumber and other construction costs ($3.5 million), branch closures and related severance costs ($1.2 million) and increases in employee-related and other costs ($1.8 million).
During the third quarter of 2004, the Company implemented the following initiatives, in addition to those implemented in the second quarter, to focus on increasing home sales, rebuilding the backlog and improving operating margins:
While these initiatives are designed to increase productivity and profitability, the Homebuilding segment is not expected to return to profitability until the second half of 2005.
Financing
Net sales and revenues were $59.3 million in the 2004 period, a decrease of $1.8 million from $61.1 million for year-ago period. This was the result of reduced yields on the instalment note portfolio partially offset by higher prepayment income. Operating income decreased by $3.2 million to $8.6 million in the 2004 primarily due to a $4.9 million provision for estimated losses from the multiple hurricanes that impacted insurance customers in the Company's Southeastern United States market area during the current period. Favorable delinquency rates, reduced interest expense and a lower provision for losses on repossessed homes, continued to have a positive impact on operations. Prepayment speeds were 10.6% in the 2004 period, up 1.4% from the fourth quarter of 2003, reflecting industry-wide decreases in available mortgage rates during the period. Prepayment speeds were 10.2% in the prior year period. Delinquencies (the percentage of amounts outstanding over 30 days past due) were 5.6% at September 30, 2004, down from 6.3% at September 30, 2003 and December 31, 2003, reflecting strong portfolio performance.
Industrial Products
Net sales and revenues were $157.2 million for the three months ended September 30, 2004 compared to $131.7 million in the year-earlier period as an increase of 19% in ductile iron pipe sales prices and higher ductile iron pipe volumes were realized. Selling prices were lower in the prior year as a result of an industry price war that began in the second quarter of 2002. Industrial Products has had six price increases since June 2003 in response to higher scrap and other manufacturing costs including increased costs for natural gas and foundry coke. The third price increase took effect January 1, 2004, the fourth took effect March 15, 2004, the fifth took effect August 1, 2004 and the sixth took effect
26
October 1, 2004. The increase in revenue from increased selling prices and higher volumes was partially offset by a decrease in revenues of $8.0 million attributable to Southern Precision and Vestal Manufacturing, which were previously sold but did not qualify for discontinued operations accounting treatment.
The estimated order backlog consisting of pressure pipe, valves and hydrants, fittings and castings at September 30, 2004 was approximately $109.9 million compared to $86.0 million at December 31, 2003 and $84.8 million at September 30, 2003.
Operating income for the segment was $8.3 million versus $6.0 million in the prior year period. The $2.3 million improvement was primarily attributable to higher sales prices ($20.4 million), higher volumes ($2.7 million) (including a 14% increase in ductile iron pipe shipments) and an environmental-related insurance settlement ($1.9 million) partially offset by higher costs for scrap metal and other costs ($22.5 million), including $2.0 million of inventory valuation adjustments.
Natural Resources
Net sales and revenues were $95.5 million for the three months ended September 30, 2004, an increase of $34.1 million from the $61.4 million in the prior year period. The increase was primarily driven by higher metallurgical coal and natural gas prices, plus higher coal shipments.
|
Three months ended September 30, |
|||||
---|---|---|---|---|---|---|
|
2004 |
2003 |
||||
Average Natural Gas Selling Price (per MCF) | $ | 5.80 | $ | 4.30 | ||
Billion Cubic Feet of Natural Gas Sold | 1.9 | 2.1 | ||||
Number of Natural Gas Wells | 375 | 390 | ||||
Average Coal Selling Price (per Ton) | $ | 53.27 | $ | 34.59 | ||
Tons of Coal Sold | 1.6 million | 1.5 million |
For the three months ended September 30, 2004, Natural Resources' operating income was $23.7 million, compared to operating loss of $9.7 million in the prior year period. The improvement was due to favorable metallurgical coal and natural gas pricing and higher coal shipments. In addition, prior year costs were 9% higher due to difficult geological conditions in Mines No. 5 and No. 7. In Mine No. 5, a geological fault slowed the longwall's advance rate. In Mine No. 7, unanticipated equipment repairs and poor geologic roof conditions also increased the cost of production in the 2003 period. Additionally, the Mine Safety and Health Administration temporarily ordered the closure of Mine No. 5 for approximately two weeks in July 2003, resulting in $1.3 million of idle mine costs.
Other
Net sales and revenues were $28.8 million for the three months ended September 30, 2004, an increase of $1.5 million from $27.3 million in the prior year period. Sloss revenues and operating income increased $5.1 million and $2.6 million, respectively, in the current period primarily due to higher furnace and foundry coke prices as well as favorable spot shipments during the quarter. Land sales were $3.3 million lower than the previous period.
Net general corporate expenses, principally included in selling, general and administrative expense, were $4.3 million for the three months ended September 30, 2004 compared to $2.7 million for the three months ended September 30, 2003 primarily due to increased employee-related costs and professional service fees.
27
RESULTS OF OPERATIONS
Summary Results from Continuing Operations for the Nine Months ended September 30, 2004 and 2003
|
For the nine months ended September 30, 2004 |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in thousands) |
Homebuilding |
Financing |
Industrial Products |
Natural Resources |
Other |
Cons Elims |
Total |
||||||||||||||||
Net sales | $ | 179,262 | $ | 12,144 | $ | 414,990 | $ | 246,507 | $ | 77,201 | $ | (15,163 | ) | $ | 914,941 | ||||||||
Interest income on instalment notes | | 166,634 | | | | | 166,634 | ||||||||||||||||
Miscellaneous income | 570 | 4,262 | 1,323 | 2,865 | 5,697 | (2,064 | ) | 12,653 | |||||||||||||||
Net sales and revenues | 179,832 | 183,040 | 416,313 | 249,372 | 82,898 | (17,227 | ) | 1,094,228 | |||||||||||||||
Cost of sales | 142,504 | 7,625 | 359,944 | 177,683 | 64,201 | (15,087 | ) | 736,870 | |||||||||||||||
Interest expense(1) | | 94,826 | | | | | 94,826 | ||||||||||||||||
Gross profit/net interest income | 37,328 | 80,589 | 56,369 | 71,689 | 18,697 | (2,140 | ) | 262,532 | |||||||||||||||
Depreciation | 3,671 | 1,093 | 20,158 | 16,628 | 3,638 | | 45,188 | ||||||||||||||||
Selling, general & administrative | 59,097 | 23,446 | 29,220 | 10,242 | 25,449 | (80 | ) | 147,374 | |||||||||||||||
Provision for losses on instalment notes | | 8,297 | | | | | 8,297 | ||||||||||||||||
Postretirement benefits | (369 | ) | (146 | ) | (1,267 | ) | 7,812 | (872 | ) | | 5,158 | ||||||||||||
Amortization of other intangibles | | 3,916 | | | | | 3,916 | ||||||||||||||||
Provision for estimated hurricane losses | | 4,918 | | | | | 4,918 | ||||||||||||||||
Restructuring & impairment charges | | | 121 | 927 | | | 1,048 | ||||||||||||||||
Operating income (loss) | $ | (25,071 | ) | $ | 39,065 | $ | 8,137 | $ | 36,080 | $ | (9,518 | ) | $ | (2,060 | ) | 46,633 | |||||||
Corporate debt interest expense | (13,954 | ) | |||||||||||||||||||||
Loss from continuing operations before income taxes | $ | 32,679 | |||||||||||||||||||||
|
For the nine months ended September 30, 2003 |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
($ in thousands) |
Homebuilding |
Financing |
Industrial Products |
Natural Resources |
Other |
Cons Elims |
Total |
||||||||||||||||
Net sales | $ | 205,295 | $ | 9,601 | $ | 355,100 | $ | 201,189 | $ | 67,187 | $ | (13,170 | ) | $ | 825,202 | ||||||||
Interest income on instalment notes | | 166,645 | | | | | 166,645 | ||||||||||||||||
Miscellaneous income | 1,172 | 3,997 | 585 | (3,806 | ) | 13,946 | (2,036 | ) | 13,858 | ||||||||||||||
Net sales and revenues | 206,467 | 180,243 | 355,685 | 197,383 | 81,133 | (15,206 | ) | 1,005,705 | |||||||||||||||
Cost of sales | 151,843 | 6,393 | 303,711 | 175,976 | 64,824 | (11,990 | ) | 690,757 | |||||||||||||||
Interest expense(1) | | 96,478 | | | | | 96,478 | ||||||||||||||||
Gross profit/net interest income | 54,624 | 77,372 | 51,974 | 21,407 | 16,309 | (3,216 | ) | 218,470 | |||||||||||||||
Depreciation | 3,465 | 623 | 19,793 | 12,559 | 4,021 | | 40,461 | ||||||||||||||||
Selling, general & administrative(2) | 48,487 | 20,091 | 31,527 | 8,240 | 19,037 | (1,181 | ) | 126,201 | |||||||||||||||
Provision for losses on instalment notes | | 11,243 | | | | | 11,243 | ||||||||||||||||
Postretirement benefits | (137 | ) | (102 | ) | (1,376 | ) | 8,655 | (613 | ) | | 6,427 | ||||||||||||
Amortization of other intangibles | | 4,684 | | | | | 4,684 | ||||||||||||||||
Litigation expense | | | 6,500 | | | | 6,500 | ||||||||||||||||
Restructuring & impairment charges | | | 5,887 | | 1,650 | | 7,537 | ||||||||||||||||
Operating income (loss) | $ | 2,809 | $ | 40,833 | $ | (10,357 | ) | $ | (8,047 | ) | $ | (7,786 | ) | $ | (2,035 | ) | 15,417 | ||||||
Corporate debt interest expense | (14,371 | ) | |||||||||||||||||||||
Income from continuing operations before income taxes | $ | 1,046 | |||||||||||||||||||||
28
Overview for Nine Months Ended September 30, 2004
The Company's net income for the nine months ended September 30, 2004 was $22.7 million, or $0.57 per diluted share, which compares to a net loss of $24.7 million, or $0.57 per diluted share in the prior year period. Net income in the year ago period includes a loss from discontinued operations of $47.7 million, or $1.10 per diluted share. Income from continuing operations for the year ago period was $22.6 million, or $0.52 per diluted share, which included income of $21.4 million due to favorable resolution of an IRS tax matter related to tax returns in fiscal years 1995 and 1996, partially offset by $8.1 million in after-tax expense in the Industrial Products segment related to settlements of litigation matters and ceasing manufacturing operations at U.S. Pipe's castings plant in Anniston, Alabama and $1.1 million in an after-tax impairment charge related to the Company's former headquarters building. Natural Resources' dramatic increase in results was due to a 23% increase in average coal prices, a strong increase in coal production, higher natural gas prices, significantly lower production costs and increased shipments at favorable spot coal pricing. The improvement in Industrial Products from the prior year (after excluding the prior year charges related to settled litigation matters and ceasing manufacturing operations at the U.S. Pipe castings plant in Anniston, Alabama) is due to improved ductile iron pipe selling prices, partially offset by higher scrap iron costs. The current period results also include losses in the Homebuilding segment caused by lower new home order volumes beginning in the second half of 2003, resulting in fewer unit completions during the current period, increased lumber costs, job cost overruns and expenses associated with closing underperforming sales centers. Financing results, excluding the $4.9 million provision for estimated hurricane losses in the current period, improved $3.1 million compared to the prior year period due to a decrease in the provision for losses, improved delinquency performance, lower interest expense and higher prepayment income. Principal factors impacting income from continuing operations in the current year-to-date results compared to the year ago period include:
29
Net sales and revenues for the nine months ended September 30, 2004 were $1,094.2 million, a 9% increase from $1,005.7 million for the nine months ended September 30, 2003, primarily attributable to higher metallurgical coal and ductile iron pipe selling prices, partially offset by lower volumes in the Homebuilding segment.
Cost of sales, exclusive of depreciation of $736.9 million, was 80.5% of net sales in the 2004 period versus $690.8 million and 83.7% of net sales in the comparable period of 2003. Cost of sales increased $46.1 million primarily due to higher volumes and increased scrap metal and other costs in the Industrial Products segment. The gross margin percentage improved as compared to the prior year period because of increases in sales prices in Natural Resources and Industrial Products, partially offset by higher scrap metal and other costs in the Industrial Products segment and higher lumber costs and job cost overruns in the Homebuilding segment.
Depreciation for the nine months ended September 30, 2004 was $45.2 million, an increase of $4.7 million from the same period in 2003 primarily as a result of the purchase of new longwall equipment at Natural Resources.
Selling, general and administrative expenses of $147.4 million were 13.5% of net sales and revenues in the 2004 period, compared to $126.2 million and 12.5% in 2003. The increase of $10.6 million in the Homebuilding segment related primarily to increases in advertising, insurance, employee-related costs, consulting, and depreciation. The increase of $3.3 million in the Financing segment was primarily due to increased accruals associated with repossessed homes inventory, increased computer system consulting fees, higher professional fees and increased employee-related costs. Corporate expenses were higher in the current period compared to the prior year due to increased employee-related costs and higher internal and external audit fees related to Sarbanes-Oxley compliance and consulting costs associated with potential divestitures of non-core businesses.
Provision for losses on instalment notes decreased to $8.3 million in the 2004 period, compared to $11.2 million in 2003 due to improved recovery rates on sales of repossessed homes.
Postretirement benefits expense was $5.2 million in the 2004 period, compared to $6.4 million in 2003 due to a reduction of other post-employment benefits liabilities at Natural Resources related to retiree life insurance benefits.
Interest expense for mortgage-backed and asset-backed notes decreased to $94.8 million in the 2004 period, compared to $96.5 million for the same period in 2003 due to a delay in the timing of the current year CMO, an increase in prepayment speeds and a decrease in mortgage-backed and asset-backed note borrowings.
Interest expense on corporate debt decreased $0.4 million to $14.0 million in the 2004 period due to a lower debt balance in 2004, partially offset by the write-offs of term loan debt issuance costs of $1.2 million and discount on the term loan of $1.4 million.
The provision for estimated hurricane losses in the current period of $4.9 million relates to estimated claims incurred by insurance customers of the Company's Financing segment from four major hurricanes that impacted the Southeastern United States during the quarter.
30
Litigation expense in the 2003 period relates to an increased litigation accrual of approximately $6.5 million related to a settled litigation matter at U.S. Pipe in the Industrial Products segment.
The Company's effective tax rate for the nine months ended September 30, 2004 and 2003 differed from the federal statutory rate primarily due to depletion deductions related to the Company's mining operations and the effect of state income taxes. Additionally, the Company established a $1.8 million valuation allowance for certain Homebuilding segment state deferred tax assets, which was expensed during the quarter ended June 30, 2004. The prior year period tax rate also differed from the statutory tax rate due to a reduction of income tax accruals as a result of the favorable settlement of a dispute with the IRS. In connection with the settlement, the Company recorded reductions of $2.5 million and $18.9 million to interest expense and income taxes, respectively in the statement of operations.
The current and prior period results also include the impact of the factors discussed in the following segment analysis.
Segment Analysis:
Homebuilding
Net sales and revenues were $179.8 million for the nine months ended September 30, 2004, a decrease of $26.7 million from the nine months ended September 30, 2003 as a result of fewer unit completions, partially offset by a higher average selling price. The higher selling price reflects price increases implemented in the first half of 2004, as well as the Company's ongoing strategy to market and sell larger homes with more amenities. Total unit completions decreased by 604, or 19%, compared to the year earlier period, as a result of lower volumes of new sales orders beginning in the last half of 2003. This reduction was due to a variety of factors, including reduced sales advertising and promotional initiatives. Additionally, during the third quarter of 2004, a string of hurricanes and the resulting excessive rain caused construction delays, which reduced new starts and completions through much of the Southeast. Excluding the modular business, 2,117 units were completed in the current period, compared to 2,675 in the year-ago period. The modular business completed 407 homes in the current period, 46 fewer than the year-ago period.
|
Nine months ended September 30, |
|||||
---|---|---|---|---|---|---|
|
2004 |
2003 |
||||
Homes Completed | 2,524 | 3,128 | ||||
Average Net Selling Price | $ | 70,966 | $ | 65,630 |
The segment operating loss was $25.1 million for the nine months ended September 30, 2004, compared to operating income of $2.8 million in the year-ago period. This decrease was primarily due to fewer unit completions ($9.3 million), reduced margins due to higher lumber costs ($5.9 million) and increases in payroll costs ($3.1 million) related to market adjustments to salaries, severance and a change in the commission structure. Additionally, other costs, primarily employee-related costs, insurance, and consulting expenses increased $5.4 million in 2004 compared to the prior year period. The Homebuilding segment instituted three price increases in response to rising lumber and other costs. The first of these increases was effective October 1, 2003 and increased prices 3%, the second was effective March 13, 2004 and increased prices 5% and the third increase of 3% was effective May 17, 2004.
31
Financing
Net sales and revenues were $183.0 million in the 2004 period, an increase of $2.8 million from $180.2 million for year-ago period. This was the result of higher prepayment-related interest income and higher property insurance revenues. Operating income decreased by $1.7 million, to $39.1 million in the 2004 period. This slight decline was more than attributable to the $4.9 million provision for estimated hurricane losses. Excluding the provision for estimated hurricane losses, segment results improved as a result of a decline in provision for losses on instalment notes, higher prepayment income (prepayment speeds were 10.0% in the 2004 period compared to 8.8% in 2003) and lower interest expenses.
Industrial Products
Net sales and revenues were $416.3 million for the nine months ended September 30, 2004 compared to $355.7 million in the year-earlier period. This increase was due to higher sales prices and increased sales volumes primarily for ductile iron pipe, which had a 21% increase in selling price and a 6% increase in sales volume. Prices were lower in the prior year period as a result of an industry price war that began in the second quarter of 2002. Industrial Products has had six price increases since June 2003 in response to higher scrap and other manufacturing costs. The third price increase took effect January 1, 2004, the fourth March 15, 2004, the fifth August 1, 2004 and the sixth October 1, 2004. The increase in revenue from increased selling prices was partially offset by a decrease in revenues from the Southern Precision and Vestal Manufacturing subsidiaries, which had been previously sold but did not qualify for discontinued operations accounting treatment.
Operating income for the segment was $8.1 million, compared to a $10.4 million loss in the prior year period. The $18.5 million profit improvement was primarily attributable to higher sales prices ($58.9 million), slightly higher volumes ($3.9 million), and an environmental-related insurance settlement ($1.9 million), partially offset by higher costs for scrap metal and other materials ($46.0 million), higher manufacturing costs ($4.7 million), inventory valuation adjustments ($3.5 million) and higher costs related to workers compensation, medical, salaries and wages, warranties and depreciation ($4.9 million). The current period also includes a loss resulting from the sale of Vestal Manufacturing for $6.0 million ($1.2 million). The remainder of the improvement is attributable to the following costs incurred in the 2003 period:
Natural Resources
Net sales and revenues were $249.4 million for the nine months ended September 30, 2004, an increase of $52.0 million from the $197.4 million in the prior year period. The increase was primarily
32
due to higher metallurgical coal and natural gas sales prices and increased coal production, partially offset by decreased natural gas volumes.
|
Nine months ended September 30, |
|||||
---|---|---|---|---|---|---|
|
2004 |
2003 |
||||
Average Natural Gas Selling Price (per MCF) | $ | 5.91 | $ | 4.69 | ||
Billion Cubic Feet of Natural Gas Sold | 6.0 | 6.6 | ||||
Number of Natural Gas Wells | 375 | 390 | ||||
Average Coal Selling Price (per Ton) | $ | 43.44 | $ | 35.23 | ||
Tons of Coal Sold | 4.9 million | 4.7 million |
For the nine months ended September 30, 2004, Natural Resources' operating income was $36.1 million, compared to an operating loss of $8.0 million in the prior year period. The increase was due to higher metallurgical coal and natural gas sales prices and higher metallurgical coal volumes, partially offset by lower gas volumes. Prior year operating income included the impact of adverse geological conditions in Mines No. 5 and No. 7. In Mine No. 5, a scheduled longwall move took longer than expected in 2003, resulting in 18 lost days of production. In Mine No. 7, adverse geological conditions caused 31 days of lost longwall production. Also, the Mine Safety and Health Administration temporarily ordered the closure of Mine No. 5 for approximately two weeks in July 2003, resulting in $1.3 million of idle mine costs.
Other
Net sales and revenues were $82.9 million for the nine months ended September 30, 2004, an increase of $1.8 million from $81.1 million in the prior year period. Sloss revenues were $9.6 million higher compared to the prior year period, which were partially offset by land sales that were $6.1 million lower than the previous period. Sloss revenues increased in the current period due to increased sales volumes and prices of furnace coke. Sloss operating income was $9.7 million higher than the previous year period due to higher furnace and foundry coke volumes and increased pricing.
Net general corporate expenses principally included in selling, general and administrative expense were $17.0 million for the nine months ended September 30, 2004 compared to $9.3 million for the nine months ended September 30, 2003. Prior period expenses included a reallocation of approximately $1.7 million in legal expenses from corporate expenses to the Industrial Products segment. In 2004, corporate expenses were higher due to employee-related expenses of $4.0 million, higher professional service fees of $0.9 million related to internal and external audit services, increased consulting costs associated with evaluating potential divestitures of businesses, and $1.2 million of other increased costs primarily related to increased legal, pension and restricted stock expenses.
FINANCIAL CONDITION
Cash and cash equivalents decreased from $60.0 million at December 31, 2003 to $47.6 million at September 30, 2004, reflecting $65.6 million in cash flows provided by operations, offset by $36.8 million of cash flows used in investing activities and $41.2 million of cash flows used in financing activities, which included $63.0 million used for share repurchases. See additional discussion in the Statement of Cash Flows section that follows.
Instalment notes receivable as shown on the balance sheet include instalment notes generated principally from the financing of homes constructed by the Homebuilding segment and mortgage loans originated or purchased by the Financing segment. Instalment notes were $1,650.9 million at September 30, 2004, a decrease of $44.1 million from December 31, 2003, as a result of a reduced
33
volume of notes from the financing of homes constructed by Homebuilding and an increase in the prepayment rate of outstanding balances. Mortgage loans were $105.7 million at September 30, 2004, an increase of $30.3 million from the prior year period resulting from acquisitions of seasoned loans.
The allowance for losses on instalment notes receivable was $12.6 million at September 30, 2004 and $12.7 million at December 31, 2003. Delinquencies (the percentage of amounts outstanding over 30 days past due) were 5.6% at September 30, 2004 and 6.3% at September 30, 2003 and December 31, 2003. Activity in the allowance for losses on instalment notes is summarized as follows (in thousands):
|
For the nine months ended September 30, |
||||||
---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||
Balance at beginning of period | $ | 12,675 | $ | 11,274 | |||
Provisions charged to income | 8,297 | 11,243 | |||||
Charge-offs, net of recoveries | (8,385 | ) | (10,770 | ) | |||
Balance at end of period | $ | 12,587 | $ | 11,747 | |||
Receivables, net, consisting principally of trade receivables, were $189.8 million at September 30, 2004, an increase of $34.3 million from December 31, 2003. The increase in receivables were primarily due to higher average selling prices in the Natural Resources and Industrial Products segments and seasonal sales increases in Industrial Products.
Prepaid expenses were $13.1 million at September 30, 2004, an increase of $6.6 million from December 31, 2003, due to the timing of Company-wide property insurance payments, which are amortized over the coverage period.
Property, plant and equipment was $333.5 million at September 30, 2004, a decrease of $19.0 million reflecting depreciation expense ($45.2 million) and the sale of Vestal Manufacturing ($3.2 million), partially offset by net additions ($29.3 million).
Unamortized debt expense was $38.2 million at September 30, 2004, an increase of $2.4 million from $35.8 million at December 31, 2004, reflecting an increase related to costs associated with issuing convertible debt during the second quarter of 2004 and the 2004-1 Trust offering during the third quarter of 2004, partially offset by regular amortization and unamortized debt costs expensed due to the early prepayment of senior secured bank term debt.
Other long-term assets were $47.6 million at September 30, 2004, an increase of $12.1 million from $36.5 million at December 31, 2003, reflecting pension contributions of approximately $29.6 million partially offset by pension expense accruals and pension assets sold to the buyer of Vestal Manufacturing Company.
Accrued expenses were $122.9 million at September 30, 2004, an increase of $13.8 million from December 31, 2003, primarily due to the provision for estimated hurricane losses and increased workers compensation, employee-related and professional service accruals.
Mortgage-backed/asset-backed notes decreased to $1,796.1 million from $1,829.9 million at December 31, 2003 due to principal payments on the trusts, partially offset by reduced levels of borrowings to finance new instalment notes originating from the sale of homes.
Other senior debt decreased $113.8 million, reflecting the payoff of the senior secured term loan. This payoff was funded by proceeds from the sale of convertible senior subordinated notes in April 2004.
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Liquidity and Capital Resources
Overview
The Company's principal sources of short-term funding are operating cash flows and borrowings under the revolving credit facility and the Trust IX Variable Funding Loan Facility. The Company's principal sources of long-term funding are the convertible senior subordinated notes and its financings under mortgage-backed/asset-backed notes.
The Company believes that, based on current forecasts and anticipated market conditions, sufficient operating cash flow will be generated to meet substantially all operating needs, to make planned capital expenditures and to make all required interest payments on indebtedness. However, the Company's operating cash flows and liquidity are significantly influenced by numerous factors, including the general economy and, in particular, prices of gas and coal, levels of construction activity, levels of government spending on water projects, costs of raw materials and interest rates.
At September 30, 2004, non-recourse mortgage-backed/asset-backed notes outstanding totaled $1.8 billion and primarily consisted of seven issues of public debt providing financing for instalment notes receivable purchased by Mid-State. Debt also includes any outstanding borrowings under a $400.0 million warehouse facility (the "Trust IX Variable Funding Loan Facility") providing temporary financing to Mid-State for its current purchases of instalment notes from JWH and purchases of loans from Walter Mortgage Company. At September 30, 2004, there was no balance outstanding under this warehouse facility and $400.0 million was available for future borrowings.
As of September 30, 2004, total debt has increased by $27.4 million compared to December 31, 2003, resulting from the issue of $175.0 million of convertible senior subordinated notes offset by a $33.8 million decrease in mortgage debt and a $113.8 million decrease in other senior debt. During this period net borrowings of mortgage debt decreased as principal payments on the various mortgage-backed/asset-backed notes, amounting to $404.3 million, more than offset financings for new loan originations from the sale of homes and the issuance of the 2004-1 Trust.
Convertible Notes and Senior Debt
In April 2004, the Company issued $175 million of convertible senior subordinated notes which will mature on May 1, 2024, unless earlier converted, redeemed or repurchased. The notes are redeemable by the Company at par on or after May 6, 2011. The holders of the notes may require the Company to repurchase some or all of the notes at par plus accrued and unpaid interest, including contingent interest, if any, initially on May 1, 2014, and subsequently on May 1, 2019, or at any time prior to their maturity following a fundamental change, as defined in the indenture.
The notes bear interest at 3.75% per annum. Commencing on May 1, 2011, the Company will pay contingent interest for the applicable interest period if the average trading price of the notes during the specified five trading days in the applicable interest period equals or exceeds 120% of the principal amount of the notes. The contingent interest payable per note will equal 0.40% per year of the average trading price of such note during the applicable five trading-day reference period. The notes are convertible into shares of the Company's common stock, initially at a conversion rate of 56.0303 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $17.85 per share), subject to adjustment and under certain circumstances as outlined in the indenture. Holders can surrender their notes for conversion in any fiscal quarter after the quarter ending June 30, 2004 if the last reported sale price per share of Walter Industries' common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter is greater than or equal to 130% of the applicable conversion price per share of Walter Industries' common stock on such last trading day. Holders may also convert the notes if certain trading price conditions are met, the notes are called for redemption, upon the occurrence of
35
certain corporate transactions or if credit ratings are three or more subcategories below the initial credit rating.
Other than the occurrence of certain corporate transactions, such as the sale of the Company, the agreement has no provisions that accelerate maturity of the debt. A significant downgrade of the credit rating of the debt or a suspension of the ratings by both rating agencies would result in an acceleration of the conversion feature of the notes.
Proceeds upon issuance of the notes were $168.9 million, net of approximately $6.1 million of underwriting fees and expenses. A portion of the proceeds was used to repay in full the Term Loan, which had a principal balance outstanding of $111.7 million. Using the remaining proceeds and borrowings under the revolving credit facility, the Company repurchased 4,960,784 shares of its common stock for approximately $63.0 million, of which 3,960,784 shares were repurchased from certain affiliates of Kohlberg, Kravis, Roberts and Co ("KKR"). After the repurchase, KKR affiliates owned approximately 27% of the Company's outstanding stock.
In April 2003, the Company entered into a new $500 million bank credit facility (the "2003 Credit Facility) which consisted of a $245 million senior secured revolving credit facility that matures in April 2008 and a $255 million senior secured Term Loan originally maturing in April 2010. As stated previously, the Term Loan was paid off on April 20, 2004 from the proceeds from the issuance of convertible senior subordinated notes. The 2003 Credit Facility is secured by the stock of Walter Industries' subsidiaries and by certain assets (excluding real property) of the Company. The interest rate on the new revolving credit facility is a floating rate of 400 basis points over LIBOR and on the Term Loan was a floating rate of 425 basis points over LIBOR. LIBOR was 1.8% and 1.2% at September 30, 2004 and December 31, 2003, respectively.
At September 30, 2004 there were no borrowings under the $245 million revolving credit facility. The revolving credit facility includes a sub-facility for trade and other standby letters of credit in an amount up to $100.0 million at any time outstanding. At September 30, 2004 letters of credit with a face amount of $59.5 million were outstanding. At September 30, 2004, approximately $185.5 million was available under the revolving credit facility.
The 2003 Credit Facility, as amended, contains a number of significant covenants that, among other things, restrict the ability of the Company and certain subsidiaries to dispose of assets, incur additional indebtedness, pay dividends and repurchase stock, create liens on assets, enter into capital leases, make investments or acquisitions, engage in mergers or consolidations, or engage in certain transactions with subsidiaries and affiliates and otherwise restrict corporate activities (including a change of control). In addition, under the 2003 Credit Facility, the Company and its Restricted Subsidiaries (as defined in the 2003 Credit Facility) are required to maintain specified financial ratios and comply with certain other financial tests.
Effective March 24, 2004, April 13, 2004 and October 28, 2004, the Company entered into amendments of the 2003 Credit Facility to provide the Company with flexibility in the timing of its long term financing under mortgage backed/asset-backed notes; to permit the issuance of senior convertible notes; and to increase the amount of availability to make restricted payments such as share repurchases and dividends under the 2003 Credit Facility. These amendments modified the 2003 Credit Facility as follows: (a) the definition of Consolidated EBITDA will not include any cash expenditure made on or after July 1, 2004 in connection with post employment benefits to the extent such expenditures are not deducted in computing Consolidated Net Income; (b) permitted the Company to incur additional indebtedness related to the issuance of convertible senior subordinated notes and repurchase additional shares of the Company's common stock and (c) increased the amount available to make restricted payments, which include share repurchases.
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EBITDA, as defined in the 2003 Credit Facility, excludes the EBITDA generated by the Financing subsidiary, and substitutes instead, the cash released to the Company via its ownership of the residual beneficial interest in the financing trusts and the net cash proceeds from the periodic issuance of asset-backed notes. EBITDA also excludes certain non-cash restructuring charges, non-cash write-downs of goodwill and asset impairments. The Company's failure to comply with the covenants in its 2003 Credit Facility could result in an event of default, which, if not cured, amended, or waived, could result in the Company's senior secured debt becoming immediately due and payable. At September 30, 2004, the Company was in compliance with these covenants.
As of September 30, 2004, the Company's 2003 Credit Facility was rated BB by Standard Poors and Ba2 by Moody's Investor Services, both with a stable outlook. Additionally, the Company's convertible senior subordinated notes were rated B2 by Moody's.
Mid-State Activity
Trust IX is a Delaware Statutory Trust whose assets are limited to pledged instalment notes, mortgage notes and mortgages purchased from Mid-State. The Trust IX Variable Funding Loan Facility's covenants, among other things, restrict the ability of Trust IX to dispose of assets, create liens and engage in mergers or consolidations. In addition, events of default under the Trust IX Facility include the mortgage pool exceeding average consecutive three month delinquency and default ratios of 2.5% and 5.0%, respectively. Trust IX's failure to comply with the covenants in the Trust IX Variable Funding Loan Facility could result in an event of default, which, if not cured, amended or waived, could result in the entire principal balance and accrued interest becoming immediately due and payable. A default under the Trust IX Variable Funding Loan Facility that remains uncured might result in the curtailment of the Company's production activities and negatively affect its ability to securitize its production, which would have a material adverse effect on its business, financial condition, liquidity, and results of operations. Trust IX was in compliance with these covenants at September 30, 2004. Mid-State Homes and Walter Mortgage Company are servicers under the Trust IX Variable Funding Loan Facility and make customary representations and warranties with regard to their servicing activities. A servicer default under the Trust IX Variable Funding Loan Facility, which includes the maintenance of a minimum net worth at Mid-State, which if not cured, amended or waived, could result in the servicers being terminated and replaced by a successor servicer. The replacement of Mid-State and WMC would have a negative effect on their financial condition as they no longer would receive servicing fees. The Trust IX Variable Funding Loan Facility matured on February 2, 2004 and was subsequently renewed to January 31, 2005.
The Company believes that the Mid-State Trust IX Variable Funding Loan Facility will provide Mid-State with the funds needed to purchase the instalment notes and mortgages generated by the Homebuilding segment and Walter Mortgage Company.
In December 2003, Mid-State Capital Corporation, a wholly-owned subsidiary of Mid-State Holdings Corporation, filed a shelf registration statement on Form S-3 totaling $1.2 billion for future permanent financings of instalment notes and mortgage loans. On July 15, 2004, Mid-State Capital Corporation completed its first trust offering of mortgage-backed notes under this shelf registration for $294 million. Initial proceeds from the offering were used to repay the Mid-State Trust IX Variable Funding Loan Facility in full and to provide approximately $38 million for general corporate purposes. During the three months ended September 30, 2004, the Company received additional net proceeds of approximately $50 million under the offering related to instalment sales contracts and notes originated or purchased during that period, for a total offering of $294 million. The additional proceeds were used for general corporate purposes.
It is anticipated that Mid-State will continue to use the Trust IX Variable Funding Loan Facility to finance the purchase of additional instalment notes and mortgage loans generated from the future sales
37
of homes as well as the origination and purchase of seasoned loans by Walter Mortgage Company. The Company also expects to utilize all or a significant portion of the remaining $906 million under its shelf registration to provide long-term financing of instalment notes and loans.
Statement of Cash Flows
Cash was approximately $47.6 million and $60.0 million at September 30, 2004 and December 31, 2003, respectively. The decrease in cash is primarily the result of expenditures for the purchase of treasury stock ($63.0 million), purchases of property, plant and equipment, net of retirements ($29.3 million), and the funding of pension plan contributions ($29.6 million) which exceeded cash flows provided by operating activities ($65.6 million) and cash flows provided by other financing and investing activities.
Cash flows provided by operating activities for the nine months ended September 30, 2004, were $65.6 million compared with $62.8 million for the nine months ended September 30, 2003. The increase in cash flows provided by continuing operations was principally due to an increase in income from continuing operations before depreciation, deferred income taxes and non-cash restructuring and impairment charges plus a decrease in net working capital. Cash flows provided by discontinued operations decreased by $22.3 million from the prior year. For the nine months ended September 30, 2004, the Company paid approximately $3.6 million of selling expenses related to the disposition of AIMCOR and JW Aluminum.
Capital expenditures, net of retirements, totaled $29.3 million in the nine months ended September 30, 2004 related principally to longwall and natural gas well equipment at Natural Resources and molding equipment at Industrial Products. Commitments for capital expenditures at September 30, 2004 were not significant; however, it is estimated that gross capital expenditures for the year ending December 31, 2004 will approximate $50 million. Actual expenditures in 2004 may be more or less than this amount, depending upon the level of earnings and cash flow, or expansion opportunities in certain markets.
For the nine months ended September 30, 2004, the company paid approximately $7.8 million of interest on corporate debt. For the year ending December 31, 2004, the Company estimates total cash interest payments will be approximately $11.8 million related to corporate debt.
On October 21, 2004, the Board of Directors declared a $0.04 per share dividend payable on December 10, 2004 to shareholders of record on November 12, 2004.
Environmental
The Company and its subsidiaries are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the construction and operation of many of its plants, mines and other facilities, and with respect to remediating environmental conditions that may exist at its own and other properties. The Company believes that it and its subsidiaries are in substantial compliance with federal, state and local environmental laws and regulations. Expenditures charged to the statement of operations for compliance of ongoing operations and for remediation of environmental conditions arising from past operations in the years ended December 31, 2003, 2002 and 2001, were approximately $10.8 million, $7.0 million and $7.8 million, respectively. The increase in expenses from 2002 to 2003 occurred at Sloss, which increased approximately $4.5 million due to additional compliance costs for ongoing operations primarily related to obtaining a new permit for its Biological Treatment Facility of $1.7 million and an increase of approximately $2.7 million related to remediation activities mandated by the Environmental Protection Agency ("EPA"). Because environmental laws and regulations continue to evolve, and because conditions giving rise to obligations and liabilities under environmental laws are in some circumstances not readily identifiable, it is difficult to forecast the amount of such future environmental expenditures or the effects of changing standards
38
on future business operations or results. Consequently, the Company can give no assurance that such expenditures will not be material in the future. Capital expenditures for environmental requirements are anticipated to average approximately $2.3 million per year in the next five years. Capital expenditures for the years ended December 31, 2003 and 2002 for environmental requirements were $2.0 million and $3.9 million, respectively.
U.S. Pipe has implemented an Administrative Consent Order ("ACO") for its Burlington, New Jersey plant that was required under the New Jersey Environmental Cleanup Responsibility Act (now known as the Industrial Site Recovery Act). The ACO required soil and ground water cleanup. U.S. Pipe has completed, and has received final approval on the soil cleanup required by the ACO. U. S. Pipe is continuing to address ground water issues at this site. Further remediation could be required. These remediation costs are expected to be minimal. Long term ground water monitoring will be required to verify natural attenuation. It is not known how long ground water monitoring will be required. Management does not believe monitoring or further cleanup costs, if any, will have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries.
The Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), generally imposes liability, which may be joint and several and is without regard to fault or the legality of waste generation or disposal, on certain classes of persons, including owners and operators of sites at which hazardous substances are released into the environment (or pose a threat of such release), persons that disposed or arranged for the disposal of hazardous substances at such sites, and persons who owned or operated such sites at the time of such disposal. CERCLA authorizes the EPA, the States and, in some circumstances, private entities to take actions in response to public health or environmental threats and to seek to recover the costs they incur from the same classes of persons. Certain governmental authorities can also seek recovery for damages to natural resources. Currently, U.S. Pipe has been identified as a potentially responsible party ("PRP") by the EPA under CERCLA with respect to cleanup of hazardous substances at two sites to which its wastes allegedly were transported or deposited. U.S. Pipe is among many PRP's at such sites and a significant number of the PRP's are substantial companies. An agreement has been reached with the EPA and a Consent Order, signed by U.S. Pipe and the EPA, has been finalized respecting one of the sites. U.S. Pipe has satisfied its obligations under the Consent Order at a cost that was not material. Natural resource damage claims respecting that same site have now also been made by the State of California, but U.S. Pipe, as a member of the same group of PRPs, believes it has adequate first dollar insurance coverage covering the State's claims. With respect to the other site, located in Anniston, Alabama, the EPA is conducting an inquiry but EPA has not, to date, issued a formal notice letter to PRP's setting forth a settlement demand on the site. Civil litigation in respect of the site is also on-going. Management does not believe that U.S. Pipe's share of any liability will have a material adverse effect on the financial condition of the Company and its subsidiaries, but could be material to results of operations in a reporting period.
Sloss Industries entered into a consent order in 1989 relative to a Resource Conservation Recovery Act ("RCRA") compliance program mandated by the EPA. A RCRA Facility Investigation ("RFI") Work Plan was prepared which proposed investigative tasks to assess the presence/absence of contamination at the Sloss facility. The Work Plan was approved in 1994 and the Phase I investigations were conducted and completed between 1995 and 1999. Phase II investigations for the Chemical Plant/Coke Plant and Biological Treatment Facility and Sewers/Land Disposal Areas were performed in 2000 and 2001 and are substantively complete. An Interim Remedial Measure (IRM) Work Plan for the Chemical Plant groundwater, which was presented to the EPA, was implemented during 2003 with progress continuing in 2004. Monitoring requirements will continue on a long-term basis and contamination levels are expected to continue to decline. Additionally, new EPA requirements relating to surface coil sampling and results are now being considered. This change in focus will possibly delay the timing of efforts relating to ground water remediation.
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Based on sampling and test results of ground water at Sloss' Ariton Chemical Plant (associated with a 1989 Alabama Department of Environmental Management Consent Order), a Corrective Action Plan will be presented to ADEM in the fourth quarter. The CAP will provide for remediation to address ground water issues at the plant.
The United States Environmental Protection Agency and the Alabama Department of Environmental Management, and the Jefferson County Department of Health have alleged that Sloss has allowed discharges in excess of permitted limits and violated certain reporting requirements. In settlement of allegations of permit violations relating to wastewater discharges into an adjacent creek, Sloss paid a fine of approximately $0.7 million and donated approximately 300 acres of land for public use in 2003. Sloss and the Jefferson County Department of Health entered into an agreement regarding alleged violations of the clean air act. In settlement of allegations, Sloss paid a fine of approximately $0.1 million and entered into a supplemental environmental project valued at $0.5 million, requiring Sloss to retrofit six (6) Jefferson Warrior Railroad locomotives with emission reduction controls. Jefferson Warrior is a wholly-owned subsidiary of Sloss Industries.
Although no assurances can be given that the Company's subsidiaries will not be required in the future to make material expenditures relating to these or other sites, management does not believe at this time that the cleanup costs, if any, associated with these or other sites will have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries, but such cleanup costs could be material to results of operations in a reporting period.
Market Risk
The Company's primary market risk exposures relate to (i) restricted short-term investments, (ii) interest rate risk on the instalment notes receivable portfolio, (iii) prepayments on the instalment notes receivable portfolio, (iv) interest rate risk on short and long-term borrowings, (v) interest rate risk on pension and other post employment benefit obligations and (vi) commodity risks associated with the purchase of raw materials including scrap metal and lumber, and hedge contracts with respect to the purchase and sales of natural gas. There have been no material changes, other than those described below, to the information in "Item 7a. Qualitative and Quantitative Disclosures About Market Risk" described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
The Company's exposure to long-term interest rate risk has been reduced as a result of the issuance of fixed-rate convertible senior subordinated notes and the payoff of the variable-rate Term Loan during April 2004.
The Company's fixed-rate gross instalment notes receivables were $1.744 billion and fixed-rate mortgage-backed/asset-backed notes payable were $1.796 billion as of September 30, 2004. The fixed rate nature of these instruments and their offsetting positions effectively mitigate significant interest rate risk exposure from these instruments although changes in interest rates could affect the fair value of such instruments. If interest rates decrease, the Company may be exposed to higher prepayment speeds. This could result in a modest increase in short-term profitability. However, it could adversely impact long-term profitability as a result of a shrinking portfolio. Changes in interest rates may impact the fair value of these financial instruments.
The level of prepayments on the fixed rate instalment notes will fluctuate with changes in interest rates. Income generated from prepayments will vary each period based on the current interest rate environment and the interest rates associated with the outstanding instalment notes.
New Accounting Pronouncements
In September 2004, the Emerging Issues Task Force ("EITF") of the FASB adopted EITF 04-8 The Effect of Contingently Convertible Instruments on Diluted Earning per Share, which will require that
40
the dilutive effect of contingently convertible instruments be included in diluted earnings per share using the "if converted" method. This method will be applied to reporting periods ending after the effective date of December 15, 2004. The Company's will be required to recalculate and restate diluted earnings per share by including the dilutive impact of an additional 9.8 million additional shares of common stock associated with the Company's $175 million contingent convertible senior subordinated notes. Restatement for the three and nine months ended September 30, 2004 would result in diluted earnings per share of $0.42 and $0.54, respectively.
Controls and Procedures
As of the end of the period covered by this report, the Company, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.
We have invested significant resources to document and analyze our system of internal controls and we are continuing our evaluation of such controls versus the standards adopted by the Public Company Accounting Oversight Board ("PCAOB"). In the course of our ongoing evaluation, we have identified areas of our internal controls requiring improvement, and are in the process of designing enhanced processes and controls to address issues identified through this review. We cannot be certain at this time that our efforts will be successful in allowing management or our auditors to complete the procedures, certification and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in connection with our annual report for the fiscal year ended December 31, 2004.
There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
Private Securities Litigation Reform Act Safe Harbor Statement
This Form 10-Q contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that is based on the beliefs of the management of the Company, as well as assumptions made by and information currently available to the management of the Company. When used in this Form 10-Q, the words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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Item 1. Legal Proceedings
A controversy exists with regard to federal income taxes allegedly owed by the Company. See Note 13 in this Form 10-Q.
The Company and its subsidiaries are parties to a number of other lawsuits arising in the ordinary course of their businesses. The Company provides for costs relating to these matters when a loss is probable and the amount is reasonably estimable (See Note 13 in this Form 10-Q). The effect of the outcome of these matters on the Company's future results of operations cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, the Company believes that the final outcome of such other litigation will not have a material adverse effect on the Company's consolidated financial position.
Item 2. Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities
Recent Sales of Unregistered Securities
On April 20, 2004, the Company issued and sold in private placement $175 million principal amount of 3.75% convertible senior subordinated notes due 2024 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Proceeds to the Company were approximately $168.9 million, net of approximately $6.1 million of underwriting fees and expenses.
The convertible senior subordinated notes are convertible subject to certain conditions, into the Company's common stock at an initial conversion rate of 56.0303 shares of common stock per $1,000 principal adjustment of notes, which is equivalent to an initial conversion price of approximately $17.85 per share, subject to adjustment and under certain circumstances.
The convertible senior subordinated notes were registered on October 14, 2004.
Purchase of Equity Securities by the Company and Affiliated Purchasers
The following table presents information with respect to purchases of common stock of the Company made during the three months ended September 30, 2004 by Walter Industries, Inc. or any "affiliated purchaser" of Walter Industries, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.
|
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as part of Publicly Announcated Programs |
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program |
||||||
---|---|---|---|---|---|---|---|---|---|---|
July 1, 2004 - July 31, 2004 | | | | | ||||||
August 1, 2004 - August 31, 2004 | | | | | ||||||
September 1, 2004 - September 30, 2004 | | | | | ||||||
Total | | | | $ | 7,500,000 |
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Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number |
|
|
---|---|---|
31.1 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Chief Executive Officer |
|
31.2 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Chief Financial Officer |
|
32.1 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350Chief Executive Officer |
|
32.2 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350Chief Financial Officer |
The Company filed a Current Report on Form 8-K on August 20, 2004 with respect to the press release issued on August 19, 2004 announcing the resignation of Scott C. Nuttall from the Board of Directors and the appointment of Simon E. Brown to the Board of Directors.
The Company filed a Current Report on Form 8-K on August 2, 2004 with respect to the press release issued on July 30, 2004 announcing the appointment of Raymond Torok as President of U.S. Pipe and Foundry effective August 4, 2004.
The Company filed a Current Report on Form 8-K on July 28, 2004 with respect to the press release issued on July 27, 2004 announcing the second quarter 2004 earnings.
The Company filed a Current Report on Form 8-K on July 16, 2004 with respect to the press release issued on July 16, 2004 announcing completion of the public offering of asset-backed notes.
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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.
WALTER INDUSTRIES, INC. | ||
/s/ W. F. OHRT W. F. Ohrt Executive Vice President and Principal Financial Officer |
/s/ C. E. CAUTHEN C.E. Cauthen Senior Vice President, Controller and Principal Accounting Officer |
Date: November 9, 2004
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