General Cable Corporation 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 28, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 1-12983
GENERAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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06-1398235 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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4 Tesseneer Drive
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41076-9753 |
Highland Heights, KY
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(Zip Code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code: (859) 572-8000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
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Class |
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Outstanding at May 2, 2008 |
Common Stock, $0.01 per value
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52,745,425 |
GENERAL CABLE CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
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PAGE |
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PART I Financial Statements |
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Item 1. Condensed Consolidated Financial Statements (Unaudited) |
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Statements of Operations -
For the three fiscal months ended March 28, 2008 and March 30, 2007 |
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3 |
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Balance Sheets -
March 28, 2008 and December 31, 2007 |
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4 |
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Statements of Cash Flows -
For the three fiscal months ended March 28, 2008 and March 30, 2007 |
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5 |
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Notes to Condensed Consolidated Financial Statements |
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6 |
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Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |
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34 |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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45 |
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Item 4. Controls and Procedures |
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46 |
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PART II Other Information |
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Item 1. Legal Proceedings |
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47 |
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Item 1A. Risk Factors |
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47 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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47 |
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Item 3. Defaults Upon Senior Securities |
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47 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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47 |
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Item 5. Other Information |
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47 |
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Item 6. Exhibits |
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48 |
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Signature |
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49 |
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Exhibit Index |
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50 |
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2
PART I. FINANCIAL STATEMENTS
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
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Three Fiscal Months Ended |
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March 28, |
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March 30, |
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2008 |
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2007 |
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Net sales |
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$ |
1,568.4 |
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$ |
1,009.2 |
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Cost of sales |
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1,355.7 |
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849.4 |
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Gross profit |
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212.7 |
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159.8 |
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Selling, general and administrative expenses |
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97.4 |
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68.7 |
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Operating income |
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115.3 |
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91.1 |
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Other income |
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1.4 |
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Interest income (expense): |
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Interest expense |
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(15.0 |
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(8.9 |
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Interest income |
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2.8 |
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3.0 |
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Loss on extinguishment of debt |
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(25.1 |
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(12.2 |
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(31.0 |
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Income from continuing operations before income taxes |
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104.5 |
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60.1 |
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Income tax provision |
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(36.1 |
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(22.2 |
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Minority interest in consolidated subsidiaries |
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(3.6 |
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Equity in earnings of affiliated companies |
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1.1 |
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Net income |
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65.9 |
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37.9 |
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Less: preferred stock dividends |
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(0.1 |
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(0.1 |
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Net income applicable to common shareholders |
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$ |
65.8 |
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$ |
37.8 |
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Earnings per share |
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Earnings per common share-basic |
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$ |
1.28 |
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$ |
0.74 |
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Weighted average common shares-basic |
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51.4 |
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51.1 |
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Earnings per common share-assuming dilution |
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$ |
1.21 |
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$ |
0.71 |
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Weighted average common shares-assuming dilution |
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54.5 |
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53.1 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
3
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions, except share data)
(unaudited)
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March 28, |
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December 31, |
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2008 |
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2007 |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
266.7 |
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$ |
325.7 |
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Receivables, net of allowances of $24.3 million at March 28, 2008 and
$17.9 million at December 31, 2007 |
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1,415.0 |
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1,121.4 |
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Inventories |
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987.7 |
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928.8 |
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Deferred income taxes |
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108.8 |
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123.6 |
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Prepaid expenses and other |
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122.5 |
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73.7 |
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Total current assets |
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2,900.7 |
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2,573.2 |
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Property, plant and equipment, net |
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780.7 |
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738.8 |
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Deferred income taxes |
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44.7 |
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42.6 |
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Goodwill |
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122.4 |
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116.1 |
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Intangible assets, net |
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233.0 |
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236.7 |
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Unconsolidated affiliated companies |
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31.3 |
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29.5 |
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Other non-current assets |
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52.9 |
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56.7 |
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Total assets |
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$ |
4,165.7 |
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$ |
3,793.6 |
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Liabilities and Shareholders Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
1,033.2 |
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$ |
937.3 |
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Accrued liabilities |
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396.6 |
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397.3 |
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Current portion of long-term debt |
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204.4 |
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500.9 |
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Total current liabilities |
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1,634.2 |
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1,835.5 |
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Long-term debt |
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1,298.7 |
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897.9 |
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Deferred income taxes |
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123.0 |
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118.5 |
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Other liabilities |
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193.8 |
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190.0 |
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Total liabilities |
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3,249.7 |
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3,041.9 |
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Commitments and Contingencies |
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Minority interest in consolidated subsidiaries |
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80.8 |
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74.8 |
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Shareholders Equity: |
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Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share): March 28, 2008 76,223 outstanding shares
December 31, 2007 101,940 outstanding shares |
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3.8 |
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5.1 |
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Common
stock, $0.01 par value, issued and outstanding shares: March 28, 2008 52,742,330 (net of 5,142,273 treasury shares)
December 31, 2007 52,430,149 (net of 5,121,841 treasury shares) |
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0.6 |
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0.6 |
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Additional paid-in capital |
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278.3 |
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268.0 |
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Treasury stock |
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(60.9 |
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(60.3 |
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Retained earnings |
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494.1 |
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428.3 |
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Accumulated other comprehensive income |
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119.3 |
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35.2 |
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Total shareholders equity |
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835.2 |
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676.9 |
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Total liabilities and shareholders equity |
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$ |
4,165.7 |
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$ |
3,793.6 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
4
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
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Three Fiscal Months Ended |
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March 28, |
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March 30, |
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2008 |
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2007 |
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Cash flows of operating activities: |
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Net income |
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$ |
65.9 |
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$ |
37.9 |
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Adjustments to reconcile net income to net cash flows of
operating activities: |
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Depreciation and amortization |
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23.4 |
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14.9 |
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Loss on extinguishment of debt |
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25.1 |
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Foreign currency exchange gain |
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(1.4 |
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Deferred income taxes |
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(0.8 |
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Excess tax benefits from stock-based compensation |
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(5.2 |
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(3.1 |
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Loss on disposal of property |
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3.0 |
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0.6 |
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Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures: |
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Increase in receivables |
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(244.7 |
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(91.7 |
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Increase in inventories |
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(29.0 |
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(2.3 |
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Decrease in other assets |
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6.8 |
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1.6 |
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Increase in accounts payable, accrued and other liabilities |
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47.9 |
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17.5 |
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Net cash flows of operating activities |
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(133.3 |
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(0.3 |
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Cash flows of investing activities: |
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Capital expenditures |
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(41.6 |
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(17.1 |
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Proceeds from properties sold |
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2.8 |
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0.4 |
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Acquisitions, net of cash acquired |
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(5.9 |
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Other, net |
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(0.9 |
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(0.8 |
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Net cash flows of investing activities |
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(39.7 |
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(23.4 |
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Cash flows of financing activities: |
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Preferred stock dividends paid |
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(0.1 |
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(0.1 |
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Excess tax benefits from stock-based compensation |
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5.2 |
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3.1 |
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Proceeds from revolving credit borrowings |
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45.8 |
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Repayments of revolving credit borrowings |
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(27.3 |
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Issuance of long-term debt, net of fees and expenses |
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318.3 |
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Repayments of long-term debt, including fees and expenses |
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(300.5 |
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Proceeds (repayments) of other debt, net |
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75.6 |
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(11.3 |
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Proceeds from exercise of stock options |
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1.7 |
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2.4 |
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Net cash flows of financing activities |
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100.9 |
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11.9 |
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Effect of exchange rate changes on cash and cash equivalents |
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13.1 |
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0.3 |
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Decrease in cash and cash equivalents |
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(59.0 |
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(11.5 |
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Cash and cash equivalents beginning of period |
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325.7 |
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310.5 |
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Cash and cash equivalents end of period |
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$ |
266.7 |
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$ |
299.0 |
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Supplemental Information |
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Cash paid during the period for: |
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Income tax payments, net of refunds |
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$ |
3.9 |
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$ |
5.7 |
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Interest |
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$ |
2.7 |
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$ |
26.1 |
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Non-cash investing and financing activities: |
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Issuance of nonvested shares |
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$ |
2.2 |
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$ |
3.3 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
5
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of General Cable Corporation
and Subsidiaries have been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with 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 accounting principles generally accepted in the United States of America 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. Results of
operations for the three fiscal months ended March 28, 2008, are not necessarily indicative of
results that may be expected for the full year. The December 31, 2007, condensed consolidated
balance sheet amounts are derived from the audited financial statements but do not include all
disclosures herein required by accounting principles generally accepted in the United States of
America. These financial statements should be read in conjunction with the audited financial
statements and notes thereto in General Cables 2007 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 29, 2008. The Companys fiscal year end is December
31. The Companys fiscal quarters consist of 13-week periods ending on the Friday nearest to the
end of the calendar months of March, June and September.
The Companys condensed consolidated financial statements include the accounts of wholly-owned
subsidiaries, majority-owned controlled subsidiaries and variable interest entities where the
Company is the primary beneficiary. The Company records its investment in each unconsolidated
affiliated company (generally 20-50 percent ownership in which it has the ability to exercise
significant influence) at its respective equity in net assets. Other investments (less than 20
percent ownership) are recorded at cost. All intercompany transactions and balances among the
consolidated companies have been eliminated.
2. New Accounting Standards
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133. Statement No. 161 requires qualitative disclosures about the Companys objectives and
strategies for using derivatives, quantitative disclosures about the fair value of gains and losses
on derivative instruments and disclosures about credit-risk-related contingent features in
derivative agreements. The Statement is effective for fiscal years and interim periods beginning
after November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161
on its condensed consolidated financial position, results of operations and cash flows.
In March 2008, the proposed FASB Staff Position (FSP) APB 14-a, Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement) was
finalized. The proposed FSP specifies that when issuers of convertible debt instruments recognize
interest cost in subsequent periods, they should separately account for the liability and equity
components of the instrument in a manner that will reflect the entitys nonconvertible debt
borrowing rate on the instruments issuance date. A final FSP is expected to be issued in May
2008. The final FSP will be effective for fiscal years beginning after December 15, 2008 and
interim periods within those fiscal years. The FSPs transition provision will require that
entities retrospectively apply the FSP for all periods presented. The Company is currently
evaluating the impact of adopting FSP APB 14-a on its condensed consolidated financial position,
results of operations and cash flows.
In February 2008, FSP No. 157-2 partially delayed the effective date of SFAS No. 157 Fair Value
Measurements for non-financial assets and non-financial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis. This FSP is effective
for fiscal years beginning after November 15, 2008. However, this scope exception does not apply
to assets acquired and liabilities assumed in a business combination that are required to be
measured at fair value under FASB Statement No. 141, Business Combinations or FASB No. 141R,
Business Combinations. The Company is currently evaluating the impact of adopting FSP No. 157-2 on
its condensed consolidated financial position, results of operations and cash flows. As discussed
below, the Company has adopted SFAS No. 157 with the exception of FSP No. 157-2 as it relates to
nonrecurring non-financial assets and non-financial liabilities.
In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations, and
Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No. 141
(revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree at their fair
6
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
values on the acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. This standard also requires the fair value measurement of certain other assets and
liabilities related to the acquisition such as contingencies and research and development.
Statement No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported at
fair value as equity in the consolidated financial statements. Consolidated net income should
include the net income for both the parent and the noncontrolling interest with disclosure of both
amounts on the consolidated statement of income. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. The Statements are effective
for fiscal years beginning after December 15, 2008.
During the three fiscal months ended March 28, 2008, the Company did not change any of its existing
accounting policies with the exception of adopting SFAS No. 157, Fair Value Measurements (See FSP
No 157-2 discussion above) and SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of FASB Statement No. 115 on January 1, 2008.
|
|
|
SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP
and enhances disclosures about fair value measurements. Fair value is defined under SFAS
157 as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date.
SFAS 157 also eliminated the deferral of gains and losses at inception of certain
derivative contracts whose fair value was not evidenced by market observable data. SFAS 157
requires that the impact of this change in accounting for derivative contracts be recorded
as an adjustment to beginning retained earnings in the period of adoption. There was no
impact on the beginning balance of retained earnings as a result of adopting SFAS 157
because the Company held no financial instruments in which a gain or loss at inception was
deferred. |
|
|
|
|
SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and financial liabilities. There was no
impact on the Companys financial statement as a result of adopting SFAS 159 because the
Company did not elect to apply the fair value option to any eligible financial assets or
financial liabilities at that time. |
Fair Value
Effective January 1, 2008, the Company determined the fair market values of its financial
instruments based on the fair value hierarchy established in SFAS 157 which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. The standard describes three levels of inputs that may be used to measure fair values
which are provided below. The Company carries derivative assets and liabilities and
available-for-sale (AFS) marketable equity securities held in rabbi trust as part of the Companys
deferred compensation plan at fair value.
|
|
|
Level 1
|
|
Quoted prices in active markets for identical assets or
liabilities. Level 1 assets and liabilities include debt and
equity securities and derivative contracts that are traded in an
active exchange market, as well as certain U.S. Treasury
securities that are highly liquid and are actively traded in
over-the-counter markets. |
Level 2
|
|
Observable inputs other than Level 1 prices such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the assets or liabilities. Level 2 assets and liabilities
include debt securities with quoted prices that are traded less
frequently than exchange-traded instruments and derivative
contracts whose value is determined using a pricing model with
inputs that are observable in the market or can be derived
principally from or corroborated by observable market data. |
Level 3
|
|
Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities. Level 3 assets and liabilities include financial
instruments whose value is determined using pricing models,
discounted cash flow methodologies, or similar techniques, as well
as instruments for which the determination of fair value requires
significant management judgment or estimation. Unobservable inputs
shall be developed based on the best information available, which
may include the Companys own data. |
The fair values of derivative assets and liabilities traded in the over-the-counter market are
determined using quantitative models that require the use of multiple market inputs including
interest rates, prices and indices to generate pricing and volatility factors, which are used to
value the position. The predominance of market inputs are actively quoted and can be validated
through external sources, including brokers, market transactions and third-party pricing services.
Estimation risk is greater for derivative asset and liability positions that are either
option-based or have longer maturity dates where observable market inputs are less readily
available or are unobservable, in which case interest rate, price or index scenarios are
7
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
extrapolated in order to determine the fair value. The fair values of derivative assets and
liabilities include adjustments for market liquidity, counterparty credit quality, Companys own
credit standing and other specific factors, where appropriate. To ensure the prudent application of
estimates and management judgment in determining the fair value of derivative assets and
liabilities, various processes and controls have been adopted, which include: model validation that
requires a review and approval for pricing, financial statement fair value determination and risk
quantification; periodic review and substantiation of profit and loss reporting for all derivative
instruments.
AFS marketable equity securities are recorded at fair value, which are based on quoted market
prices.
For more information on the fair value of the Companys financial instruments see Note 18 Fair
Value Disclosures to the condensed consolidated financial statements (unaudited).
3. Acquisitions and Divestitures
On October 31, 2007, the Company acquired Phelps Dodge International (PDIC), with operations
principally located in Latin America, sub-Saharan Africa and Southeast Asia. PDIC has
manufacturing, distribution and sales facilities in 19 countries and nearly 3,000 employees. With
more than 50 years of experience in the wire and cable industry, PDIC manufactures a full range of
electric utility, electrical infrastructure, construction and communication products. The Company
paid approximately $707.6 million in cash to the sellers in consideration for PDIC and $8.5 million
in fees and expenses related to the acquisition. In 2006, the last full year before the
acquisition, PDIC reported global net sales of approximately $1,168.4 million (based on average
exchange rates).
The following table represents a preliminary purchase price allocation based on the estimated fair
values, or other measurements as applicable, of the assets acquired and the liabilities assumed as
well as $7.1 million for the purchase of additional minority interest, in millions:
|
|
|
|
|
|
|
October 31, 2007 |
|
Cash |
|
$ |
99.6 |
|
Accounts receivable |
|
|
295.4 |
|
Inventories |
|
|
288.8 |
|
Property, plant and equipment |
|
|
190.3 |
|
Intangible assets |
|
|
237.4 |
|
Goodwill |
|
|
121.4 |
|
Other current and noncurrent assets |
|
|
72.2 |
|
|
|
|
|
Total assets |
|
$ |
1,305.1 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
392.7 |
|
Other liabilities |
|
|
117.0 |
|
|
|
|
|
Total liabilities |
|
$ |
509.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority Interest |
|
$ |
72.2 |
|
|
|
|
|
The Company has not yet finalized portions of the purchase price allocation, which is dependent on,
among other things, the finalization of asset and liability valuations and the related tax impact.
Any final adjustment may change the allocation of purchase price, which could impact the fair value
assigned to assets and liabilities, including changes to goodwill and the amortization of tangible
and identifiable intangible assets. Once the valuations are finalized the allocation of purchase
price and its impact on the results of operations may differ materially from the amounts included
herein. These valuations are expected to be completed by October 2008. The amount of goodwill
recognized for the purchase of PDIC represents the excess of the fair value of identified
intangible assets and tangible net assets that is partly attributable to PDICs 50 plus years of
experience in the wire and cable industry, its full range of product offerings and its presence in
strategic locations around the world. Further, a certain amount of goodwill may be tax deductible
in various tax jurisdictions in future periods depending on the Company making certain tax
elections or taking other relevant actions.
The following table presents, in millions, actual consolidated results of operations for the
Company for the quarter ended March 28, 2008, including the operations of PDIC, and presents the
unaudited pro forma consolidated results of operations for the Company for the quarter ended March
30, 2007 as though the acquisition of PDIC had been completed as of the beginning of that period.
This pro forma information is intended to provide information regarding how the Company might have
looked
8
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
if the acquisition had occurred as of January 1, 2007. The pro forma adjustments represent
managements best estimates based on information available at the time the pro forma information
was prepared and may differ from the adjustments that may actually have been required.
Accordingly, the pro forma financial information should not be relied upon as being indicative of
the historical results that would have been realized had the acquisition occurred as of the dates
indicated or that may be achieved in the future.
|
|
|
|
|
|
|
|
|
|
|
March 28, |
|
|
March 30, |
|
|
|
2008 |
|
|
2007 |
|
(in millions) |
|
|
|
|
|
(Pro forma) |
|
|
|
|
Revenue |
|
$ |
1,568.4 |
|
|
$ |
1,251.6 |
|
|
|
|
Net income applicable to common shareholders |
|
$ |
65.8 |
|
|
$ |
47.3 |
|
|
|
|
Earnings per common share assuming dilution |
|
$ |
1.21 |
|
|
$ |
0.89 |
|
|
|
|
Pro forma adjustments have been made to interest expense, depreciation and amortization, income
taxes and minority interest in consolidated subsidiaries to present the amounts on a purchase
accounting adjusted basis.
On April 30, 2007, the Company acquired Norddeutsche Seekabelwerke GmbH & Co. KG (NSW), located
in Nordenham, Germany from Corning Incorporated. As a result of the transaction, the Company
assumed liabilities in excess of the assets acquired, including approximately $40.1 million of
pension liabilities (based on the prevailing exchange rate at April 30, 2007). The Company
recorded proceeds of $28.0 million, net of $0.8 million fees and expenses, which included $12.3
million of cash acquired and $5.5 million for settlement of accounts receivable.
A preliminary purchase price allocation based on the estimated fair values, or other measurements
as applicable, of the assets acquired and the liabilities assumed at the date of acquisition is as
follows (in millions at the prevailing exchange rate at April 30, 2007):
|
|
|
|
|
|
|
As of |
|
|
|
April 30, 2007 |
|
Cash |
|
$ |
12.3 |
|
Accounts receivable |
|
|
27.8 |
|
Inventories |
|
|
29.2 |
|
Property, plant and equipment |
|
|
2.2 |
|
Other current and noncurrent assets |
|
|
0.3 |
|
|
|
|
|
Total assets |
|
$ |
71.8 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
40.5 |
|
Other liabilities |
|
|
1.4 |
|
Pension liabilities |
|
|
40.1 |
|
|
|
|
|
Total liabilities |
|
$ |
82.0 |
|
|
|
|
|
The Company has not yet finalized portions of the purchase price allocation and certain closing
settlement adjustments in establishing the acquisition opening balance sheet which may result in
changes to the value assigned above to property, plant and equipment and result in the recognition
of intangible assets or a gain on the condensed consolidated statement of operations.
NSW had revenues of approximately $120 million in 2006 (based on 2006 average exchange rates) and
has approximately 400 employees. NSW offers complete solutions for submarine cable systems
including manufacturing, engineering, seabed mapping, project management, and installation for the
offshore communications, energy exploration, transmission, distribution, and alternative energy
markets. Pro forma results of the NSW acquisition are not material.
The results of operations of the acquired businesses discussed above have been included in the
condensed consolidated financial statements since the respective dates of acquisition.
9
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
4. Inventories
General Cable values all of its North American inventories and all of its non-North American metal
inventories using the last-in first-out (LIFO) method and all remaining inventories using the
first-in first-out (FIFO) method. Inventories are stated at the lower of cost or market value. The
Company determines whether a lower of cost or market provision is required on a quarterly basis by
computing whether inventory on hand, on a LIFO basis, can be sold at a profit based upon current
selling prices less variable selling costs.
Inventories consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
March 28, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Raw materials |
|
$ |
166.5 |
|
|
$ |
145.5 |
|
Work in process |
|
|
179.2 |
|
|
|
154.3 |
|
Finished goods |
|
|
642.0 |
|
|
|
629.0 |
|
|
|
|
|
|
|
|
Total |
|
$ |
987.7 |
|
|
$ |
928.8 |
|
|
|
|
|
|
|
|
At March 28, 2008 and December 31, 2007, $658.5 million and $616.6 million, respectively, of
inventories were valued using the LIFO method. Approximate replacement costs of inventories valued
using the LIFO method totaled $981.8 million at March 28, 2008 and $792.3 million at December 31,
2007.
If in some future period the Company was not able to recover the LIFO value of its inventory when
replacement costs were lower than the LIFO value of the inventory, the Company would be required to
record a lower of cost or market LIFO inventory adjustment to recognize the charge in its condensed
consolidated statement of operations. As of December 31, 2007, the Company recorded a lower of
cost or market provision of $4.5 million, specifically, for copper and aluminum raw material
inventory obtained as a result of the PDIC acquisition in which the replacement costs at the end of
the year were lower than the LIFO value of the acquired copper and aluminum raw material inventory,
however, as of March 28, 2008, there was no lower of cost or market provision recorded as the
replacement costs exceeded the LIFO value of the acquired copper and aluminum raw material metal
inventory. Conversely, the Company recorded a $0.6 million lower of cost or market provision for
aluminum raw material inventory as replacement costs were lower than the LIFO value in the first
quarter of 2008. There was no lower of cost or market provision recorded in first three fiscal
months of 2007.
The Company has consignment inventory at certain of its customer locations for purchase and use by
the customer or other parties. General Cable retains title to the inventory and records no sale
until it is ultimately sold either to the customer storing the inventory or to another party. In
general, the value and quantity of the consignment inventory is verified by General Cable through
either cycle counting or annual physical inventory counting procedures. At March 28, 2008 and
December 31, 2007, the Company had approximately $39.2 million and $38.8 million, respectively, of
consignment inventory at locations not operated by the Company with approximately 76% and 74%,
respectively, of the consignment inventory being located throughout the United States and Canada.
5. Property, Plant and Equipment
Property, plant and equipment are stated at cost. Costs assigned to property, plant and equipment
relating to acquisitions are based on estimated fair values at that date. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets: new buildings, from
15 to 50 years; and machinery, equipment and office furnishings, from 2 to 15 years. Leasehold
improvements are depreciated over the shorter of the lease term or the useful life of the asset
unless acquired in a business combination, in which case the leasehold improvements are amortized
over the shorter of the useful life of the assets or a term that includes the reasonably assured
life of the lease.
10
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Property, plant and equipment consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
March 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Land |
|
$ |
87.6 |
|
|
$ |
84.4 |
|
Buildings and leasehold improvements |
|
|
200.8 |
|
|
|
186.7 |
|
Machinery, equipment and office furnishings |
|
|
742.0 |
|
|
|
670.9 |
|
Construction in progress |
|
|
89.5 |
|
|
|
95.0 |
|
|
|
|
|
|
|
|
Total gross book value |
|
|
1,119.9 |
|
|
|
1,037.0 |
|
Less accumulated depreciation |
|
|
(339.2 |
) |
|
|
(298.2 |
) |
|
|
|
|
|
|
|
Total net book value |
|
$ |
780.7 |
|
|
$ |
738.8 |
|
|
|
|
|
|
|
|
Depreciation expense for the three fiscal months ended March 28, 2008 and March 30, 2007 was $18.5
million and $13.9 million, respectively.
The Company periodically evaluates the recoverability of the carrying amount of long-lived assets
(including property, plant and equipment and intangible assets with determinable lives) whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be fully
recoverable. The Company evaluates events or changes in circumstances based mostly on actual
historical operating results, but business plans, forecasts, general and industry trends, and
anticipated cash flows are also considered. Impairment is assessed when the undiscounted expected
future cash flows derived from an asset are less than its carrying amount. Impairment losses are
measured as the amount by which the carrying value of an asset exceeds its fair value and are
recognized in earnings. The Company also continually evaluates the estimated useful lives of all
long-lived assets and, when warranted, revises such estimates based on current events. No material
impairment charges occurred during the three fiscal months ended March 28, 2008 and March 30, 2007.
6. Goodwill and Other Intangible Assets
Goodwill and intangible assets with indefinite useful lives are not amortized, but are reviewed at
least annually for impairment. If the carrying amount of goodwill or an intangible asset with an
indefinite life exceeds its fair value, impairment loss is recognized in the amount equal to the
excess. Intangible assets that are not deemed to have indefinite lives are amortized over their
useful lives.
The amounts of goodwill and other intangible assets were as follows in millions of dollars:
|
|
|
|
|
|
|
|
|
|
|
March 28, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Goodwill |
|
$ |
122.4 |
|
|
$ |
116.1 |
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
Trade names |
|
|
132.9 |
|
|
|
132.9 |
|
Amortizing intangible assets: |
|
|
|
|
|
|
|
|
Customer relationships |
|
|
106.4 |
|
|
|
106.4 |
|
Accumulated amortization |
|
|
(6.3 |
) |
|
|
(2.6 |
) |
|
|
|
|
|
|
|
Total amortizing intangible assets |
|
|
100.1 |
|
|
|
103.8 |
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
233.0 |
|
|
$ |
236.7 |
|
|
|
|
|
|
|
|
The amount of goodwill recognized for the PDIC acquisition reflects the fair market value of PDIC
in excess of the fair value of identified intangible assets and tangible net assets. It should be
noted that the Company has not yet finalized portions of the purchase price allocation, which is
dependent on, among other things, the finalization of asset and liability valuations and the
related tax impact. Any final adjustment may change the allocation of purchase price, which could
impact the fair value assigned to assets and liabilities, including changes to goodwill and the
amortization of tangible and identifiable intangible assets. As part of the PDIC acquisition, the
Company acquired certain trade names and customer relationships for which the fair market value as
of October 31, 2007 has been estimated to be $132.4 million and $104.9 million, respectively.
Amortized intangible assets are stated at cost less accumulated amortization as of March 28, 2008
and December 31, 2007. Customer relationships have been determined to have a useful life in the
range of 4 to 8 years and are amortized based on historical customer attrition rates. Amortization
expense of intangible assets for the first three fiscal months of 2008 was $3.7 million. There
were no significant amortizable intangible assets on the Companys balance sheet at March 30, 2007
thus no significant amortization expense was recognized during the three fiscal months ended March
30, 2007. The estimated amortization expense during twelve month periods beginning March 28, 2008
through March 31, 2013 are $14.7 million, $14.7 million, $14.6 million, $14.2 million, $11.8
million and $30.1 million thereafter.
11
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
7. Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
March 28, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Long-term debt consisted of the following (in millions): |
|
|
|
|
|
|
|
|
1.00% Senior Convertible Notes due 2012 |
|
$ |
475.0 |
|
|
$ |
475.0 |
|
0.875% Convertible Notes |
|
|
355.0 |
|
|
|
355.0 |
|
7.125% Senior Notes due 2017 |
|
|
200.0 |
|
|
|
200.0 |
|
Senior Floating Rate Notes |
|
|
125.0 |
|
|
|
125.0 |
|
Spanish Term Loan |
|
|
65.5 |
|
|
|
31.3 |
|
Asset Based Loan |
|
|
70.0 |
|
|
|
60.0 |
|
PDIC credit facilities |
|
|
100.2 |
|
|
|
37.7 |
|
Capital leases |
|
|
3.4 |
|
|
|
3.4 |
|
Other |
|
|
109.0 |
|
|
|
111.4 |
|
|
|
|
|
|
|
|
Total debt |
|
|
1,503.1 |
|
|
|
1,398.8 |
|
Less current maturities |
|
|
204.4 |
|
|
|
500.9 |
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
1,298.7 |
|
|
$ |
897.9 |
|
|
|
|
|
|
|
|
Weighted average interest rates on the above outstanding balances were as follows:
|
|
|
|
|
|
|
|
|
1.00% Senior Convertible Notes due 2012 |
|
|
1.00 |
% |
|
|
1.00 |
% |
0.875% Convertible Notes |
|
|
0.875 |
% |
|
|
0.875 |
% |
7.125% Senior Notes due 2017 |
|
|
7.125 |
% |
|
|
7.125 |
% |
Senior Floating Rate Notes |
|
|
7.1 |
% |
|
|
7.6 |
% |
Spanish Term Loan |
|
|
5.6 |
% |
|
|
5.1 |
% |
Asset Based Loan |
|
|
3.9 |
% |
|
|
6.3 |
% |
PDIC credit facilities |
|
|
6.5 |
% |
|
|
6.4 |
% |
Capital leases |
|
|
6.5 |
% |
|
|
6.5 |
% |
Other |
|
|
4.3 |
% |
|
|
4.6 |
% |
1.00% Senior Convertible Notes
The Companys 1.00% Senior Convertible Notes were issued in September 2007 in the amount of $475.0
million. The notes were sold to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the Securities Act). Subsequently, on April 16, 2008, the
notes and the common stock issuable upon conversion of the notes were registered on a Registration
Statement on Form S-3. See Subsequent Events Note 20 of the condensed consolidated financial
statements below for additional information. The 1.00% Senior Convertible Notes bear interest at a
fixed rate of 1.00%, payable semi-annually in arrears, and mature in 2012. The 1.00% Senior
Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured
basis, by the Companys wholly-owned U.S. and Canadian subsidiaries. The estimated fair value of
the 1.00% Senior Convertible Notes was approximately $468.5 million at March 28, 2008.
The 1.00% Senior Convertible Notes are convertible at the option of the holder into the Companys
common stock at an initial conversion price of $83.93 per share (approximating 11.9142 shares per
$1,000 principal amount of the 1.00% Senior Convertible Notes), upon the occurrence of certain
events, including (i) during any calendar quarter commencing after March 31, 2008 in which the
closing price of the Companys common stock is greater than or equal to 130% of the conversion
price for at least 20 trading days during the period of 30 consecutive trading days ending on the
last trading day of the preceding calendar quarter (establishing a contingent conversion price of
$109.11); (ii) during any five business day period after any five consecutive trading day period in
which the trading price per $1,000 principal amount of 1.00% Senior Convertible Notes for each day
of that period is less than 98% of the product of the closing sale price of the Companys common
stock and the applicable conversion rate; (iii) distributions to holders of the Companys common
stock are made or upon specified corporate transactions including a consolidation or merger; and
(iv) at any time during the period beginning on September 15, 2012 and ending on the close of
business on the business day immediately preceding the stated maturity date. In addition, upon
events defined as a fundamental change under the 1.00% Senior Convertible Note indenture, holders
of the 1.00% Senior Convertible Notes may require the Company to repurchase the 1.00% Senior
Convertible Notes. If upon the occurrence of
12
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
such events in which the holders of the 1.00% Senior Convertible Notes exercise the conversion
provisions, the Company would need to remit the principal balance of the 1.00% Senior Convertible
Notes to the holders in cash.
Therefore, in the event of fundamental change or the aforementioned average pricing thresholds,
the Company would be required to classify the entire amount outstanding of the 1.00% Senior
Convertible Notes as a current liability. The evaluation of the classification of amounts
outstanding associated with the 1.00% Senior Convertible Notes will occur every quarter.
Upon conversion, a holder will receive, in lieu of common stock, an amount of cash equal to the
lesser of (i) the principal amount of 1.00% Senior Convertible Note, or (ii) the conversion value,
determined in the manner set forth in the indenture governing the 1.00% Senior Convertible Notes,
of a number of shares equal to the conversion rate. If the conversion value exceeds the principal
amount of the 1.00% Senior Convertible Note on the conversion date, the Company will also deliver,
at the Companys election, cash or common stock or a combination of cash and common stock with
respect to the conversion value upon conversion. If conversion occurs in connection with a
fundamental change as defined in the 1.00% Senior Convertible Notes indenture, the Company may be
required to repurchase the 1.00% Senior Convertible Notes for cash at a price equal to the
principal amount plus accrued but unpaid interest. In addition, if conversion occurs in connection
with certain changes in control, the Company may be required to deliver additional shares of the
Companys common stock (a make whole premium, not to exceed 15.1906 shares per $1,000 principal
amount) by increasing the conversion rate with respect to such notes, under this scenario the
maximum aggregate number of shares that the Company would be obligated to issue upon conversion of
the 1.00% Senior Convertible Notes is 7,215,535. Under almost all other conditions, the Company may
be obligated to issue additional shares up to a maximum of 5,659,245 upon conversion in full of the
1.00% Senior Convertible Notes.
Pursuant to Emerging Issues Task Force (EITF) 90-19, Convertible Bonds with Issuer Option to
Settle for Cash upon Conversion, EITF 00-19, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Companys Own Stock (EITF 00-19), and EITF 01-6, The
Meaning of Indexed to a Companys Own Stock (EITF 01-6), the 1.00% Senior Convertible Notes are
accounted for as convertible debt in the accompanying condensed consolidated balance sheet and the
embedded conversion option in the 1.00% Senior Convertible Notes has not been accounted for as a
separate derivative. For a discussion of the effects of the 1.00% Senior Convertible Notes on
earnings per share, see Note 14.
Proceeds from the 1.00% Senior Convertible Notes were used to partially fund the purchase price of
$707.6 million related to the PDIC acquisition and to pay approximately $12.3 million in debt
issuance costs that are being amortized to interest expense over the term of the 1.00 % Senior
Convertible Notes.
0.875% Convertible Notes
The Companys 0.875% Convertible Notes were issued in November of 2006 in the amount of $355.0
million, pursuant to the Companys effective Registration Statement on Form S-3. The 0.875%
Convertible Notes bear interest at a fixed rate of 0.875%, payable semi-annually in arrears, and
mature in 2013. The 0.875% Convertible Notes are unconditionally guaranteed, jointly and
severally, on a senior unsecured basis, by the Companys wholly-owned U.S. and Canadian
subsidiaries. The estimated fair value of the 0.875% Convertible Notes was approximately $467.4
million at March 28, 2008.
The 0.875% Convertible Notes are convertible at the option of the holder into the Companys common
stock at an initial conversion price of $50.36 per share (approximating 19.856 shares per $1,000
principal amount of the 0.875% Convertible Notes), upon the occurrence of certain events, including
(i) during any calendar quarter commencing after March 31, 2007 in which the closing price of the
Companys common stock is greater than or equal to 130% of the conversion price for at least 20
trading days during the period of 30 consecutive trading days ending on the last trading day of the
preceding calendar quarter (establishing a contingent conversion price of $65.47 per share); (ii)
during any five business day period after any five consecutive trading day period in which the
trading price per $1,000 principal amount of 0.875% Convertible Notes for each day of that period
is less than 98% of the product of the closing sale price of the Companys common stock and the
applicable conversion rate; (iii) distributions to holders of the Companys common stock are made
or upon specified corporate transactions including a consolidation or merger; and (iv) at any time
during the period beginning on October 15, 2013 and ending on the close of business on the business
day immediately preceding the stated maturity date. In addition, upon events defined as a
fundamental change under the 0.875% Convertible Note indenture, holders of the 0.875% Convertible
Notes may require the Company to repurchase the 0.875% Convertible Notes. If upon the occurrence
of such events in which the holders of the 0.875% Convertible Notes exercise the conversion
provisions, the Company would need to remit the principal balance of the 0.875% Convertible Notes
to the holders in cash.
13
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Therefore, in the event of fundamental change or the aforementioned average pricing thresholds,
the Company would be required to classify the entire amount outstanding of the 0.875% Convertible
Notes as a current liability. The evaluation of the classification of amounts outstanding
associated with the 0.875% Convertible Notes will occur every quarter. As a result the entire
$355.0 million was classified as a current liability as of December 31, 2007 because the average
stock price exceeded the conversion threshold of $65.47 for 20 trading days during the period of 30
consecutive trading days ending on the last trading day of the calendar quarter. However, as the
average stock price did not exceed the conversion threshold for the 20 days during the 30 day
consecutive trading days ending the last day of the calendar quarter the entire $355.0 million was
reclassified as a non-current liability as of March 28, 2008.
Upon conversion, a holder will receive, in lieu of common stock, an amount of cash equal to the
lesser of (i) the principal amount of 0.875% Convertible Note, or (ii) the conversion value,
determined in the manner set forth in the indenture governing the 0.875% Convertible Notes, of a
number of shares equal to the conversion rate. If the conversion value exceeds the principal
amount of the 0.875% Convertible Note on the conversion date, the Company will also deliver, at the
Companys election, cash or common stock or a combination of cash and common stock with respect to
the conversion value upon conversion. If conversion occurs in connection with a fundamental
change as defined in the 0.875% Convertible Notes indenture, the Company may be required to
repurchase the 0.875% Convertible Notes for cash at a price equal to the principal amount plus
accrued but unpaid interest. In addition, if conversion occurs in connection with certain changes
in control, the Company may be required to deliver additional shares of the Companys common stock
(a make whole premium) by increasing the conversion rate with respect to such notes, under this
scenario the maximum aggregate number of shares that the Company would be obligated to issue upon
conversion of the 0.875% Convertible Notes is 8,987,322. Under almost all other conditions, the
Company may be obligated to issue additional shares up to a maximum of 7,048,880 upon conversion in
full of the 0.875% Convertible Notes.
Pursuant to Emerging Issues Task Force (EITF) 90-19, Convertible Bonds with Issuer Option to
Settle for Cash upon Conversion, EITF 00-19, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Companys Own Stock (EITF 00-19), and EITF 01-6, The
Meaning of Indexed to a Companys Own Stock (EITF 01-6), the 0.875% Convertible Notes are
accounted for as convertible debt in the accompanying condensed consolidated balance sheet and the
embedded conversion option in the 0.875% Convertible Notes has not been accounted for as a separate
derivative. For a discussion of the effects of the 0.875% Convertible Notes and the bond hedges
and warrants discussed below on earnings per share, see Note 14.
Concurrent with the sale of the 0.875% Convertible Notes, the Company purchased note hedges that
are designed to mitigate potential dilution from the conversion of the 0.875% Convertible Notes in
the event that the market value per share of the Companys common stock at the time of exercise is
greater than approximately $50.36. Under the note hedges that cover approximately 7,048,880 shares
of the Companys common stock, the counterparties are required to deliver to the Company either
shares of the Companys common stock or cash in the amount that the Company delivers to the holders
of the 0.875% Convertible Notes with respect to a conversion, calculated exclusive of shares
deliverable by the Company by reason of any additional make whole premium relating to the 0.875%
Convertible Notes or by reason of any election by the Company to unilaterally increase the
conversion rate as permitted by the indenture governing the 0.875% Convertible Notes. The note
hedges expire at the close of trading on November 15, 2013, which is also the maturity date of the
0.875% Convertible Notes, although the counterparties will have ongoing obligations with respect to
0.875% Convertible Notes properly converted on or prior to that date as to which the counterparties
have been timely notified.
In addition, the Company issued warrants to counterparties that could require the Company to issue
up to approximately 7,048,880 shares of the Companys common stock in equal installments on each of
the fifteen consecutive business days beginning on and including February 13, 2014 (European
style). The strike price is $76.00 per share, which represents a 92.4% premium over the closing
price of the Companys shares of common stock on November 9, 2006. The warrants are expected to
provide the Company with some protection against increases in the common stock price over the
conversion price per share.
The note hedges and warrants are separate and legally distinct instruments that bind the Company
and the counterparties and have no binding effect on the holders of the 0.875% Convertible Notes.
In addition, pursuant to EITF 00-19 and EITF 01-6, the note hedges and warrants are accounted for
as equity transactions. Therefore, the payment associated with the issuance of the note hedges and
the proceeds received from the issuance of the warrants were recorded as a charge and an increase,
respectively, in additional paid-in capital in shareholders equity as separate equity
transactions.
14
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
For income tax reporting purposes, the Company has elected to integrate the 0.875% Convertible
Notes and the note hedges. Integration of the note hedges with the 0.875% Convertible Notes
creates an original issue discount (OID) debt instrument for income tax reporting purposes.
Therefore, the cost of the note hedges will be accounted for as interest expense over the term of
the 0.875% Convertible Notes for income tax reporting purposes. The associated income tax benefits
that are recognized for financial reporting purposes will be recognized as a reduction in the
income tax provision in the periods that the deductions are taken for income tax reporting
purposes.
Proceeds from the offering were used to pay down $87.8 million outstanding, including accrued
interest, under the Companys Amended Credit Facility, to pay $124.5 million for the cost of the
note hedges, and to pay approximately $9.4 million in debt issuance costs that are being amortized
to interest expense over the term of the 0.875% Convertible Notes. Additionally, the Company
received $80.4 million in proceeds from the issuance of the warrants. At the conclusion of these
transactions, the net effect of the receipt of the funds from the 0.875% Convertible Notes and the
payments and proceeds mentioned above was an increase in cash of approximately $213.7 million,
which is being used by the Company for general corporate purposes including acquisitions.
7.125% Senior Notes and Senior Floating Rate Notes
On March 21, 2007, the Company completed the issuance and sale of $325.0 million in aggregate
principal amount of new senior unsecured notes, comprised of $125.0 million of Senior Floating Rate
Notes due 2015 (the Senior Floating Rate Notes) and $200.0 million of 7.125% Senior Fixed Rate
Notes due 2017 (the 7.125% Senior Notes and together, the Notes). The Notes were offered and
sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act
of 1933, as amended (the Securities Act). An exchange offer commenced on June 11, 2007 and was
completed on July 26, 2007 to replace the unregistered Notes with registered Notes with like terms
pursuant to an effective Registration Statement on Form S-4. The Notes are jointly and severally
guaranteed by the Companys wholly-owned U.S. and Canadian subsidiaries. The estimated fair value
of the 7.125% Senior Notes and Senior Floating Rate Notes was approximately $192.0 million and
$109.4 million, respectively, at March 28, 2008.
The Senior Floating Rate Notes bear interest at an annual rate equal to the 3-month LIBOR rate plus
2.375%, which was 7.1% at March 28, 2008. Interest on the Senior Floating Rate Notes is payable
quarterly in arrears in cash on January 1, April 1, July 1 and October 1 of each year, commencing
on July 1, 2007. The 7.125% Senior Notes bear interest at a rate of 7.125% per year and are
payable semi-annually in arrears in cash on April 1 and October 1 of each year, commencing on
October 1, 2007. The Senior Floating Rate Notes mature on April 1, 2015 and the 7.125% Senior
Notes mature on April 1, 2017.
The Notes indenture contains covenants that limit the ability of the Company and certain of its
subsidiaries to (i) pay dividends on, redeem or repurchase the Companys capital stock; (ii) incur
additional indebtedness; (iii) make investments; (iv) create liens; (v) sell assets; (vi) engage in
certain transactions with affiliates; (vii) create or designate unrestricted subsidiaries; and
(viii) consolidate, merge or transfer all or substantially all assets. However, these covenants
are subject to important exceptions and qualifications, one of which will permit the Company to
declare and pay dividends or distributions on the Series A preferred stock so long as there is no
default on the Notes and the Company meets certain financial conditions.
The Company may, at its option, redeem the Senior Floating Rate Notes and 7.125% Senior Notes on or
after the following dates and at the following percentages plus accrued and unpaid interest:
|
|
|
|
|
|
|
Senior Floating Rate Notes |
|
7.125% Senior Notes |
Beginning Date |
|
Percentage |
|
Beginning Date |
|
Percentage |
April 1, 2009
|
|
102.000%
|
|
April 1, 2012
|
|
103.563% |
April 1, 2010
|
|
101.000%
|
|
April 1, 2013
|
|
102.375% |
April 1, 2011
|
|
100.000%
|
|
April 1, 2014
|
|
101.188% |
|
|
|
|
April 1, 2015
|
|
100.000% |
Proceeds from the Notes of $325.0 million, less approximately $7.9 million of cash payments for
fees and expenses that will be amortized over the life of the Notes, were used to pay approximately
$285.0 million for the 9.5% Senior Notes, $9.3 million for accrued interest on the 9.5% Senior
Notes and $20.5 million for tender fees and the inducement premium on the 9.5% Senior Notes,
leaving net cash proceeds of approximately $2.3 million that will be used for general corporate
purposes.
15
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Senior Secured Revolving Credit Facility (Amended Credit Facility)
The Companys current senior secured revolving credit facility (Amended Credit Facility), as
amended, is a five-year, $400.0 million asset based revolving credit agreement that includes an
approximate $50.0 million sublimit for the issuance of commercial and standby letters of credit and
a $20.0 million sublimit for swingline loans. Loans under the Amended Credit Facility bear
interest at the Companys option, equal to either an alternate base rate (prime plus 0.00% to
0.625%) or an adjusted LIBOR rate plus an applicable margin percentage (LIBOR plus 1.125% to
1.875%). The applicable margin percentage is subject to adjustments based upon the excess
availability, as defined. At March 28, 2008, the Company had outstanding borrowings of $70.0
million and undrawn availability of $281.1 million under the Amended Credit Facility. As of March
28, 2008, the Company had outstanding letters of credit and swingline loans related to this Amended
Credit Facility of $40.4 million and $8.5 million, respectively. The weighted average interest
rate on borrowings outstanding under the Amended Credit Facility was 3.9% as of March 28, 2008.
Indebtedness under the Amended Credit Facility is guaranteed by the Companys U.S. and Canadian
subsidiaries and is secured by a first priority security interest in tangible and intangible
property and assets of the Companys U.S. and Canadian subsidiaries. The lenders have also received
a pledge of all of the capital stock of the Companys existing domestic subsidiaries and any future
domestic subsidiaries.
The Amended Credit Facility requires that the Company comply with certain financial covenants, the
principal covenant of which is a quarterly minimum fixed charge coverage ratio test, which is only
applicable when excess availability, as defined, is below a certain threshold. At March 28, 2008,
the Company was in compliance with all covenants under the Amended Credit Facility. In addition,
the Amended Credit Facility includes negative covenants, which restrict certain acts. However, the
Company will be permitted to declare and pay dividends or distributions on the Series A preferred
stock so long as there is no default under the Amended Credit Facility and the Company meets
certain financial conditions. The Credit Facility was originally established in November 2003 and
has been periodically amended, however, there have been no other terms or conditions of the Amended
Credit Facility that have been changed from those terms and conditions disclosed in the Companys
2007 Annual Report on Form 10-K.
The Company pays fees in connection with the issuance of letters of credit and commitment fees
equal to 25 basis points, per annum on any unused commitments under the Amended Credit Facility.
Both fees are payable quarterly. In connection with the original issuance and related subsequent
amendments to the Amended Credit Facility, the Company incurred fees and expenses aggregating $11.1
million, which are being amortized over the term of the Amended Credit Facility.
Spanish Term Loan and Spanish Credit Facility
The Spanish Term Loan of 50 million euros was issued in December 2005 and was available in up to
three tranches, with an interest rate of Euribor plus 0.8% to 1.5% depending on certain debt
ratios. Two of the tranches have expired. The remaining tranche of the Spanish Term Loan is
repayable in fourteen semi-annual installments, maturing in 2012. In February 2008, the Company
entered into a second term loan in the amount of 20 million euros with an interest rate of Euribor
plus 0.5%. The term loan is payable in ten semi-annual installments, due in August and February,
maturing in February 2013. Simultaneously, the Company entered into a fixed interest rate swap to
coincide with the terms and conditions of the second term loan starting in August 2008 and maturing
in February 2013 which will effectively hedge the variable interest rate with a fixed interest rate
of 4.2%. As of March 28, 2008, the U.S. dollar equivalent of $65.5 million was drawn under these
term loan facilities and availability of $3.4 million remains under these Spanish Term Loans.
The Spanish Credit Facility of 25 million euros was issued in December 2005, matures at the end of
five years and carries an interest rate of Euribor plus 0.6% to 1.0% depending on certain debt
ratios. No funds are currently drawn under the Spanish Credit Facility, leaving undrawn
availability of approximately the U.S. dollar equivalent of $39.5 million as of March 28, 2008.
Commitment fees ranging from 15 to 25 basis points per annum on any unused commitments under the
Spanish Credit Facility will be assessed to Grupo General Cable Sistemas, S.A., and are payable on
a quarterly basis.
The Spanish Term Loan and Spanish Credit Facility are subject to certain financial ratios of the
Companys European subsidiaries, the most restrictive of which is net debt to EBITDA (earnings
before interest, taxes, depreciation and amortization). At March 28, 2008, the Company was
incompliance with all covenants under these facilities. In addition, the indebtedness under the
combined facilities is guaranteed by the Companys Portuguese subsidiary and by Silec Cable, S.A.
PDIC credit facilities
On October 31, 2007, the Company acquired PDIC and assumed the U.S. dollar equivalent of $64.3
million (at the prevailing exchange rate on that date) of mostly short-term PDIC debt as a part of
the acquisition. As of March 28, 2008, PDIC related debt was $100.2 million of which approximately
$98.7 million was short-term financing agreements at various interest rates.
16
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The weighted average interest rate was 6.5% as of March 28, 2008. The Company has approximately
$257.5 million of excess availability under the various credit facilities.
Other
On August 31, 2006, the Company acquired ECN Cable and assumed the U.S. dollar equivalent of $38.6
million (at prevailing exchange rates on that date) of mostly short-term ECN Cable debt as a part
of the acquisition. On December 15, 2006, approximately $6.9 million (at the prevailing exchange
rate on that date) of debt was paid and cancelled. As of March 28, 2008, ECN Cables debt was the
U.S. dollar equivalent of $17.6 million. The debt consisted of approximately $0.1 million relating
to an uncommitted accounts receivable facility and approximately $17.5 million of short-term
financing agreements at various interest rates. The Company has approximately $26.3 million of
excess availability under these short-term financing agreements. In addition, ECN Cable has an 11
million euros ($18.3 million US dollar equivalent) debt facility that charges interest at Euribor
plus 0.5%. No funds are currently drawn under this facility.
The Companys Europe and North Africa segment has approximately $150.2 million of uncommitted
facilities that are secured by the Companys accounts receivable. At March 28, 2008, $32.9 million
(including $0.1 million at ECN, mentioned above) of these debt facilities were drawn.
At March 28, 2008, maturities of long-term debt during twelve month periods beginning March 28,
2008 through March 31, 2013 are $204.4 million, $15.7 million, $92.8 million, $13.1 million and
$843.1 million, respectively, and $334.0 million thereafter.
As of March 28, 2008 and December 31, 2007, the Company was in compliance with all debt covenants.
8. Derivative and Other Financial Instruments
General Cable is exposed to various market risks, including changes in interest rates, foreign
currency and raw material (commodity) prices. To manage risk associated with the volatility of
these natural business exposures, General Cable enters into interest rate, commodity and foreign
currency derivative agreements, as it relates to transactions as well as copper and aluminum
forward pricing agreements. General Cable does not purchase or sell derivative instruments for
trading purposes. General Cable does not engage in trading activities involving commodity
contracts for which a lack of marketplace quotations would necessitate the use of fair value
estimation techniques.
Cash Flow Hedges
General Cable has utilized interest rate swaps to manage its interest expense exposure by fixing
its interest rate on a portion of the Companys floating rate debt. Under the swap agreements,
General Cable typically pays a fixed rate while the counterparty pays to General Cable the variable
rate. During 2001, the Company entered into several interest rate swaps which effectively fixed
interest rates for borrowings under a former credit facility and other debt. At March 28, 2008,
the remaining outstanding interest rate swap had a notional value of $9.0 million, an interest rate
of 4.49% and matures in October 2011. The Company does not provide or receive any collateral
specifically for this contract. The fair value of interest rate derivatives, which are designated
as and qualify as cash flow hedges as defined in SFAS No. 133, are based on quoted market prices
and third party provided calculations, which reflect the present values of the difference between
estimated future variable-rate receipts and future fixed-rate payments. At March 28, 2008 and
December 31, 2007, the net unrealized loss on the interest rate derivative and the related carrying
value was $0.6 million and $0.5 million, respectively.
Outside of North America, General Cable enters into commodity futures contracts, which are
designated as and qualify as cash flow hedges as defined in SFAS No. 133, for the purchase of
copper, aluminum and lead for delivery in a future month to match certain sales transactions. At
March 28, 2008 and December 31, 2007, General Cable had an unrealized gain (loss) of $24.0 million
and $(18.8) million, respectively, on the commodity futures.
The Company enters into forward exchange contracts, which are designated as and qualify as cash
flow hedges as defined in SFAS No. 133, principally to hedge the currency fluctuations in certain
transactions denominated in foreign currencies, thereby limiting the Companys risk that would
otherwise result from changes in exchange rates. Principal transactions hedged during the year were
firm sales and purchase commitments. The fair value of foreign currency contracts represents the
amount required to enter into offsetting contracts with similar remaining maturities based on
quoted market prices. At March 28, 2008 and December 31, 2007, the net unrealized gain on the net
foreign currency contracts was $20.1 million and $8.2 million, respectively.
17
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Unrealized gains and losses on these derivative financial instruments are recorded in other
comprehensive income (loss) until the underlying transaction occurs and is recorded in the
statement of operations at which point such amounts included in other comprehensive income (loss)
are recognized in income, which generally will occur over periods of less than one year. During
the three fiscal months ended March 28, 2008 and March 30, 2007, a $(1.8) million and a $(2.8)
million loss, respectively, were reclassified from accumulated other comprehensive income to the
statement of operations.
Fair Value of Designated Derivatives
The notional amounts and fair values of these designated cash flow and net investment hedge
financial instruments at March 28, 2008 and December 31, 2007 are shown below (in millions). The
carrying amount of the financial instruments was a net asset of $43.5 million and a net liability
of $11.1 million at March 28, 2008 and December 31, 2007, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2008 |
|
|
December 31, 2007 |
|
|
|
Notional |
|
|
Fair |
|
|
Notional |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
9.0 |
|
|
$ |
(0.6 |
) |
|
$ |
9.0 |
|
|
$ |
(0.5 |
) |
Commodity futures |
|
|
390.2 |
|
|
|
24.0 |
|
|
|
297.7 |
|
|
|
(18.8 |
) |
Foreign currency forward exchange |
|
|
449.0 |
|
|
|
20.1 |
|
|
|
380.5 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43.5 |
|
|
|
|
|
|
$ |
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Forward Pricing Agreements
In the normal course of business, General Cable enters into forward pricing agreements for the
purchase of copper and aluminum for delivery in a future month to match certain sales transactions.
The Company accounts for these forward pricing arrangements under the normal purchases and normal
sales scope exemption of SFAS No. 133 because these arrangements are for purchases of copper and
aluminum that will be delivered in quantities expected to be used by the Company over a reasonable
period of time in the normal course of business. For these arrangements, it is probable at the
inception and throughout the life of the arrangements that the arrangements will not settle net and
will result in physical delivery of the inventory. At March 28, 2008 and December 31, 2007,
General Cable had $150.3 million and $90.1 million, respectively, of future copper and aluminum
purchases that were under forward pricing agreements. At March 28, 2008 and December 31, 2007, the
fair value of these arrangements were $156.9 million and $86.1 million, respectively, and General
Cable had an unrealized gain (loss) of $6.6 million and $(4.0) million, respectively, related to
these transactions. General Cable expects the unrealized losses under these agreements to be offset
as a result of firm sales price commitments with customers.
9. Income Taxes
On January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes a recognition threshold
that a tax position is required to meet before being recognized in the financial statements and
provides guidance on derecognition, measurement, classification, interest and penalties, accounting
in interim periods, disclosure and transition issues.
During the first quarter of 2008, the Company accrued approximately $1.8 million of income tax
expense for uncertain tax positions likely to be taken in the current year and for interest on tax
positions taken in prior periods, all of which would have a favorable impact on the effective tax
rate, if recognized.
The Company believes that it is reasonably possible that approximately $1.4 million related to
various state and foreign unrecognized tax positions could change within the next twelve months due
to expiration of the statute of limitations or tax audit settlements.
The Company files income tax returns in the United States and numerous foreign, state and local tax
jurisdictions. Tax years that are open for examination and assessment by the Internal Revenue
Service are 2004 through 2007. With limited exceptions, tax years prior to 2003 are no longer open
in major foreign, state or local tax jurisdictions.
18
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
10. Employee Benefit Plans
General Cable provides retirement benefits through contributory and noncontributory qualified and
non-qualified defined benefit pension plans covering eligible domestic and international employees
as well as through defined contribution plans and other postretirement benefits.
Defined Benefit Pension Plans
Benefits under General Cables qualified U.S. defined benefit pension plan generally are based on
years of service multiplied by a specific fixed dollar amount, and benefits under the Companys
qualified non-U.S. defined benefit pension plans generally are based on years of service and a
variety of other factors that can include a specific fixed dollar amount or a percentage of either
current salary or average salary over a specific period of time. The amounts funded for any plan
year for the qualified U.S. defined benefit pension plan are neither less than the minimum required
under federal law nor more than the maximum amount deductible for federal income tax purposes.
General Cables non-qualified unfunded U.S. defined benefit pension plans include a plan that
provides defined benefits to select senior management employees beyond those benefits provided by
other programs. The Companys non-qualified unfunded non-U.S. defined benefit pension plans
include plans that provide retirement indemnities to employees within the Companys European
business. Pension obligations for the majority of non-qualified unfunded defined benefit pension
plans are provided for by book reserves and are based on local practices and regulations of the
respective countries. General Cable makes cash contributions for the costs of the non-qualified
unfunded defined benefit pension plans as the benefits are paid.
The components of net periodic benefit cost for pension benefits were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
0.4 |
|
|
$ |
0.6 |
|
|
$ |
0.5 |
|
|
$ |
0.2 |
|
Interest cost |
|
|
2.0 |
|
|
|
1.3 |
|
|
|
2.2 |
|
|
|
0.5 |
|
Expected return on plan assets |
|
|
(2.7 |
) |
|
|
(0.5 |
) |
|
|
(2.6 |
) |
|
|
(0.4 |
) |
Amortization of prior service cost |
|
|
0.2 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
Amortization of net loss |
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expense |
|
$ |
0.4 |
|
|
$ |
1.5 |
|
|
$ |
0.9 |
|
|
$ |
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plan cash contributions for the three fiscal months ended March 28, 2008
and March 30, 2007 were $1.7 million and $1.1 million, respectively.
Postretirement Benefits Other Than Pensions
General Cable has postretirement benefit plans that provide medical and life insurance for certain
retirees and eligible dependants. General Cable funds the plans as claims or insurance premiums are
incurred.
Net postretirement benefit expense included the following components (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
Postretirement benefit expense: |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Interest cost |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Net postretirement benefit expense |
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
|
|
|
|
|
|
Defined Contribution Plans
Expense under both U.S. and non-U.S. defined contribution plans generally equals up to six percent
of each eligible employees covered compensation based on the location and status of the employee.
The net defined contribution plan
19
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
expense recognized for the three fiscal months ended March 28, 2008 and March 30, 2007 was $2.7
million and $2.6 million, respectively.
11. Shareholders Equity
General Cable is authorized to issue 200 million shares of common stock and 25 million shares of
preferred stock.
The Company maintains a deferred compensation plan (Deferred Compensation Plan) under the terms
and conditions disclosed in the Companys 2007 Annual Report on Form 10-K. The Company accounts
for the Deferred Compensation Plan in accordance with EITF 97-14, Accounting for Deferred
Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested.
The market value of the nonvested and subsequently vested stock and restricted stock in the Rabbi
Trust (the Trust) was $36.5 million as of March 28, 2008 and $45.8 million as of December 31,
2007. The market value of the assets held by the Trust, exclusive of the market value of the
shares of the Companys nonvested and subsequently vested stock and restricted stock, at March 28,
2008 and December 31, 2007 was $15.1 million and $18.2 million, respectively, and is classified as
other non-current assets in the condensed consolidated balance sheets. Amounts payable to the
plan participants at March 28, 2008 and December 31, 2007, excluding the market value of the shares
of the Companys nonvested and subsequently vested stock and restricted stock, was $17.4 million
and $21.1 million, respectively, and is classified as other liabilities in the condensed
consolidated balance sheets.
In accordance with EITF 97-14, all market value fluctuations of the Trust assets, exclusive of the
shares of nonvested and subsequently vested stock and restricted stock of the Company, have been
reflected in other comprehensive income (loss). Increases or decreases in the market value of the
deferred compensation liability, excluding the shares of nonvested and subsequently vested stock
and restricted stock of the Company held by the Trust, are included as compensation expense in the
condensed consolidated statements of operations. Based on the changes in the total market value of
the Trusts assets, exclusive of the nonvested and subsequently vested stock and restricted stock,
the Company recorded a net gain of $1.7 for the three fiscal months ended March 28, 2008 and net
compensation expense of $0.7 million for the three fiscal months ended March 30, 2007.
The components of accumulated other comprehensive income (loss) consisted of the following (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated |
|
|
|
March 28, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Foreign currency translation adjustment |
|
$ |
140.0 |
|
|
$ |
96.1 |
|
Pension adjustments, net of tax |
|
|
(22.2 |
) |
|
|
(22.2 |
) |
Change in fair value of derivatives, net of tax |
|
|
3.1 |
|
|
|
(39.2 |
) |
Unrealized investment gains |
|
|
5.0 |
|
|
|
7.2 |
|
Adoption of SFAS 158, net of tax |
|
|
(7.0 |
) |
|
|
(7.0 |
) |
Other |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
Total |
|
$ |
119.3 |
|
|
$ |
35.2 |
|
|
|
|
|
|
|
|
Comprehensive income is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three fiscal months ended |
|
|
|
March 28, |
|
|
March 30, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
65.9 |
|
|
$ |
37.9 |
|
Currency translation gain (loss) |
|
|
43.9 |
|
|
|
1.6 |
|
Change in fair value of derivatives, net of tax |
|
|
42.3 |
|
|
|
10.4 |
|
Unrealized investment gain |
|
|
(2.1 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
Comprehensive net income |
|
$ |
150.0 |
|
|
$ |
50.6 |
|
|
|
|
|
|
|
|
Subsequent to the issuance of the December 31, 2007 consolidated financial statements, the Company
identified an error resulting from incorrectly applying foreign currency conversion rates to
outstanding foreign currency hedges in its mark to
20
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
market calculation on certain foreign currency derivative contracts for one of the Companys
European subsidiaries as of December 31, 2007 and 2006. Management determined the affects of the
error on the Consolidated Balance Sheet as of December 31, 2007 and 2006 was immaterial and had no
impact on the Companys Consolidated Statement of Operations or the Consolidated Statement of Cash
Flows for the years ended December 31, 2007 or 2006. The Company will correct the presentation of
years ended December 31, 2007 and 2006 prospectively in its 2008 Annual Report on Form 10-K. Below
is a summary of the affect of the restatement on the condensed consolidated balance sheet accounts
as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
As Reported |
|
|
Adjustments |
|
|
As Restated |
|
|
|
|
Deferred income taxes |
|
|
140.3 |
|
|
|
(16.7 |
) |
|
|
123.6 |
|
Prepaid expenses and other |
|
$ |
61.4 |
|
|
$ |
12.3 |
|
|
$ |
73.7 |
|
Total current assets |
|
|
2,577.6 |
|
|
|
(4.4 |
) |
|
|
2,573.2 |
|
|
|
|
Total assets |
|
|
3,798.0 |
|
|
|
(4.4 |
) |
|
|
3,793.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
|
427.3 |
|
|
|
(30.0 |
) |
|
|
397.3 |
|
Total current liabilities |
|
|
1,865.5 |
|
|
|
(30.0 |
) |
|
|
1,835.5 |
|
|
|
|
Total liabilities |
|
|
3,071.9 |
|
|
|
(30.0 |
) |
|
|
3,041.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income, net of
tax |
|
|
9.6 |
|
|
|
25.6 |
|
|
|
35.2 |
|
|
|
|
Total shareholders equity |
|
|
651.3 |
|
|
|
25.6 |
|
|
|
676.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
3,798.0 |
|
|
$ |
(4.4 |
) |
|
$ |
3,793.6 |
|
|
|
|
12. Share-Based Compensation
General Cable has various plans which provide for granting options and common stock to certain
employees and independent directors of the Company and its subsidiaries. The Company recognizes
compensation expense for share-based payments based on the fair value of the awards at the grant
date in accordance with Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment (SFAS 123(R)).
For the three fiscal months ended March 28, 2008 and March 30, 2007, compensation expense for
share-based payments based on the fair value method as estimated using the Black-Scholes valuation
model lowered pre-tax income by $1.0 million and $0.2 million, respectively, lowered net income by
$0.6 million and $0.1 million, respectively, and lowered basic and diluted earnings per share by
$0.01 per share and an insignificant amount per share, respectively. In addition, the Company
continued to record compensation expense related to nonvested stock awards as a component of
selling, general and administrative expense. The three fiscal months ended March 28, 2008 included
an insignificant amount of compensation costs related to performance-based nonvested stock awards
(as compared to $0.1 million for the three fiscal months ended March 30, 2007) and $1.5 million
related to all other nonvested stock awards (as compared to $0.6 million for the three fiscal
months ended March 30, 2007). For the three fiscal months ended March 28, 2008 and March 30, 2007,
all share-based compensation costs lowered pre-tax earnings by $2.5 million and $0.9 million,
respectively, lowered net income by $1.5 million and $0.6 million, respectively, and lowered basic
and diluted earnings per share by $0.03 per share and $0.01 per share, respectively.
The Company also recognized approximately $5.2 million and $3.1 million, respectively, of excess
tax benefits on share-based compensation for the three fiscal months ended March 28, 2008 and March
30, 2007 in its condensed consolidated statements of cash flows as financing cash inflows.
No material changes in financial condition and results of operations have occurred from share-based
compensation between the current period and the prior comparative periods. Additional information
regarding share-based compensation and the Companys share-based compensation plans are available
in the Companys 2007 Annual Report on Form 10-K as filed on February 29, 2008.
21
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
13. Shipping and Handling Costs
All shipping and handling amounts billed to a customer in a sales transaction are classified as
revenue. Shipping and handling costs associated with storage and handling of finished goods and
storage and handling of shipments to customers are included in cost of sales and totaled $37.3
million and $26.3 million, respectively, for the three fiscal months ended March 28, 2008 and March
30, 2007.
14. Earnings Per Common Share
A reconciliation of the numerator and denominator of earnings per common share basic to earnings
per common share assuming dilution is as follows (in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, |
|
|
March 30, |
|
|
|
2008 |
|
|
2007 |
|
Earnings per common share basic: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
65.9 |
|
|
$ |
37.9 |
|
Less: preferred stock dividends |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
Net income for basic EPS computation (1) |
|
$ |
65.8 |
|
|
$ |
37.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for basic EPS computation (2) |
|
|
51.4 |
|
|
|
51.1 |
|
|
|
|
|
|
|
|
Earnings per common share basic |
|
$ |
1.28 |
|
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share assuming dilution |
|
|
|
|
|
|
|
|
Net income |
|
$ |
65.9 |
|
|
$ |
37.9 |
|
Less: preferred stock dividends, if applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for diluted EPS computation(1) |
|
$ |
65.9 |
|
|
$ |
37.9 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding including nonvested shares |
|
|
52.6 |
|
|
|
52.1 |
|
Dilutive effect of convertible bonds |
|
|
1.1 |
|
|
|
|
|
Dilutive effect of stock options and restricted stock units |
|
|
0.3 |
|
|
|
0.5 |
|
Dilutive effect of assumed conversion of preferred stock |
|
|
0.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding for diluted EPS computation(2) |
|
|
54.5 |
|
|
|
53.1 |
|
|
|
|
|
|
|
|
Earnings per common share assuming dilution |
|
$ |
1.21 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Numerator |
|
(2) |
|
Denominator |
Under EITF 04-8, The Effect of Contingently Convertible Instruments on Diluted Earnings Per
Share, and EITF 90-19, and because of the Companys obligation to settle the par value of the
0.875% Convertible Notes and 1.00% Senior Convertible Notes in cash, the Company is required to
include any shares underlying the 0.875% Convertible Notes and 1.00% Senior Convertible Notes in
its weighted average shares outstanding assuming dilution once the average stock price per share
for the quarter exceeds the $50.36 and $83.93 conversion price of the 0.875% Convertible Notes and
1.00% Senior Convertible Notes, respectively, and only to the extent of the additional shares that
the Company may be required to issue in the event that the Companys conversion obligation exceeds
the principal amount of the 0.875% Convertible Notes converted and the 1.00% Senior Convertible
Notes.
Regarding the 0.875% Convertible Notes, these conditions had been met as of March 28, 2008 and 1.1
million shares that were considered issuable under the treasury method of accounting for the
share dilution, have been included in the Companys earning per share assuming dilution
calculation based upon the amount by which the average stock price of $59.73 exceeds the conversion
price. In addition, shares underlying the warrants will be included in the weighted average shares
outstanding assuming dilution when the average stock price per share for a quarter exceeds the
$76.00 strike price of the warrants, and shares underlying the note hedges, per the guidance in
SFAS 128, Earnings per Share, will not be included in the weighted average shares outstanding
assuming dilution because the impact of the shares will always be anti-dilutive. The condition to
include underlying shares related to the warrants had not been met as of March 28, 2008.
The following tables provides examples of how changes in the Companys stock price would require
the inclusion of additional shares in the denominator of the weighted average shares outstanding
assuming dilution calculation for the
22
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
0.875% Convertible Notes. The table also reflects the impact
on the number of shares that the Company would expect to issue upon concurrent settlement of the
0.875% Convertible Notes and the note hedges and warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Treasury |
|
|
|
|
|
Incremental Shares |
|
|
|
|
|
|
|
|
|
|
Method |
|
Shares Due to the |
|
Issued by the |
Share |
|
Shares Underlying 0.875% |
|
Warrant |
|
Incremental |
|
Company under |
|
Company upon |
Price |
|
Convertible Notes |
|
Shares |
|
Shares(1) |
|
Note Hedges |
|
Conversion(2) |
$50.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$60.36 |
|
|
1,167,502 |
|
|
|
|
|
|
|
1,167,502 |
|
|
|
(1,167,502 |
) |
|
|
|
|
$70.36 |
|
|
2,003,400 |
|
|
|
|
|
|
|
2,003,400 |
|
|
|
(2,003,400 |
) |
|
|
|
|
$80.36 |
|
|
2,631,259 |
|
|
|
382,618 |
|
|
|
3,013,877 |
|
|
|
(2,631,259 |
) |
|
|
382,618 |
|
$90.36 |
|
|
3,120,150 |
|
|
|
1,120,363 |
|
|
|
4,240,513 |
|
|
|
(3,120,150 |
) |
|
|
1,120,363 |
|
$100.36 |
|
|
3,511,614 |
|
|
|
1,711,088 |
|
|
|
5,222,702 |
|
|
|
(3,511,614 |
) |
|
|
1,711,088 |
|
|
|
|
(1) |
|
Represents the number of incremental shares that must be included in the calculation
of fully diluted shares under U.S. GAAP. |
|
(2) |
|
Represents the number of incremental shares to be issued by the Company upon
conversion of the 0.875% Convertible Notes, assuming concurrent settlement of the note hedges
and warrants. |
Regarding the 1.00% Senior Convertible Notes, the average stock price threshold conditions have not
been met as of March 28, 2008. At any such time in the future the threshold conditions are met,
only the number of shares issuable under the treasury method of accounting for the share dilution
would be included in the Companys earning per share assuming dilution calculation, which is
based upon the amount by which the average stock price exceeds the conversion price.
The following table provides examples of how changes in the Companys stock price would require the
inclusion of additional shares in the denominator of the weighted average shares outstanding
assuming dilution calculation for the 1.00% Senior Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
Shares Underlying |
|
Total Treasury |
|
|
1.00% Senior |
|
Method Incremental |
Share Price |
|
Convertible Notes |
|
Shares(1) |
$83.93 |
|
|
|
|
|
|
|
|
$93.93 |
|
|
602,288 |
|
|
|
602,288 |
|
$103.93 |
|
|
1,088,861 |
|
|
|
1,088,861 |
|
$113.93 |
|
|
1,490,018 |
|
|
|
1,490,018 |
|
$123.93 |
|
|
1,826,436 |
|
|
|
1,826,436 |
|
$133.93 |
|
|
2,112,616 |
|
|
|
2,112,616 |
|
|
|
|
(1) |
|
Represents the number of incremental shares that must be included in the
calculation of fully diluted shares under U.S. GAAP. |
15. Segment Information
The Company conducts its operations through three geographic operating segments North America,
Europe and North Africa, and Rest of World (ROW), which consists of operations in Latin America,
Sub-Saharan Africa, Middle East and Asia Pacific. The Companys operating segments align with the
structure of the Companys internal management organization. All three segments engage in the
development, design, manufacturing, marketing and distribution of copper, aluminum, and fiber optic
communication, electric utility and electrical infrastructure wire and cable products. In addition
to the above products, the ROW segment and the Europe and North Africa segment develops, designs,
manufactures, markets and distributes construction products and the ROW segment develops, designs,
manufactures, markets and distributes rod mill wire and cable products.
The Company announced a change in the management reporting structure that resulted in a change in
the Companys reportable segments during the fourth quarter 2007 as reported in the Companys 2007
Annual Report on Form 10-K. As a result, the Company has reclassified prior period segment
disclosures to conform to the new segment presentation. The
23
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
change represents only reclassifications between segments and does not change the Companys
consolidated net sales, operating income and identifiable assets as reported in previous quarterly
filings.
Net revenues as shown below represent sales to external customers for each segment. Intercompany
revenues have been eliminated. The Company evaluates segment performance and allocates resources
based on segment operating income. Segment operating income represents income from continuing
operations before interest income, interest expense, other income (expense), other financial costs
or income tax.
Where applicable, Corporate represents items necessary to reconcile to the condensed consolidated
financial statements, which generally include corporate activity and corporate eliminations.
Corporate assets include cash, deferred income taxes, certain property, including property held for
sale and prepaid expenses and other certain current and non-current assets.
Summarized financial information for the Companys reportable segments for the three fiscal months
ended March 28, 2008 and March 30, 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three fiscal Months Ended |
|
|
|
March 28, |
|
|
March 30, |
|
(in millions) |
|
2008 |
|
|
2007 |
|
|
|
|
Net sales: |
|
|
|
|
|
|
|
|
North America |
|
$ |
540.7 |
|
|
$ |
545.1 |
|
Europe and North Africa |
|
|
553.3 |
|
|
|
426.0 |
|
ROW |
|
|
474.4 |
|
|
|
38.1 |
|
|
Total |
|
$ |
1,568.4 |
|
|
$ |
1,009.2 |
|
|
|
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
North America |
|
$ |
31.2 |
|
|
$ |
46.8 |
|
Europe and North Africa |
|
|
49.1 |
|
|
|
39.3 |
|
ROW |
|
|
35.0 |
|
|
|
5.0 |
|
Total |
|
$ |
115.3 |
|
|
$ |
91.1 |
|
|
|
|
|
|
|
|
|
|
|
Identifiable Assets: |
|
|
|
|
|
|
|
|
North America |
|
$ |
883.8 |
|
|
$ |
829.9 |
|
Europe and North Africa |
|
|
1,543.0 |
|
|
|
1,028.1 |
|
ROW |
|
|
1,512.0 |
|
|
|
104.9 |
|
Corporate |
|
|
226.9 |
|
|
|
368.4 |
|
|
Total |
|
$ |
4,165.7 |
|
|
$ |
2,331.3 |
|
|
16. Commitments and Contingencies
Certain present and former operating sites, or portions thereof, currently or previously owned or
leased by current or former operating units of General Cable are the subject of investigations,
monitoring or remediation under the United States Federal Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA or Superfund), the Federal Resource Conservation and
Recovery Act or comparable state statutes or agreements with third parties. These proceedings are
in various stages ranging from initial investigations to active settlement negotiations to
implementation of the cleanup or remediation of sites.
Certain present and former operating units of General Cable in the United States have been named as
potentially responsible parties (PRPs) at several off-site disposal sites under CERCLA or
comparable state statutes in federal court proceedings. In each of these matters, the operating
unit of General Cable is working with the governmental agencies involved and other PRPs to address
environmental claims in a responsible and appropriate manner.
At March 28, 2008 and December 31, 2007, General Cable had an accrued liability of approximately
$2.0 and $1.8 million, respectively, for various environmental-related liabilities of which General
Cable is aware. American Premier Underwriters Inc., a former parent of General Cable, agreed to
indemnify General Cable against all environmental-related liabilities arising out of General
Cables or its predecessors ownership or operation of the Indiana Steel & Wire Company and
Marathon Manufacturing Holdings, Inc. businesses (which were divested by General Cable), without
limitation as to time or amount.
24
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
While it is difficult to estimate future environmental-related liabilities accurately, General
Cable does not currently anticipate any material adverse impact on its results of operations,
financial position or cash flows as a result of compliance with federal, state, local or foreign
environmental laws or regulations or cleanup costs of the sites discussed above.
As part of the acquisition of the worldwide energy cable and cable systems business of BICC plc,
BICC plc agreed to indemnify General Cable against environmental liabilities existing at the date
of the closing of the purchase of the business. The indemnity is for an eight-year period ending in
2007 while General Cable operates the businesses subject to certain sharing of losses (with BICC
plc covering 95% of losses in the first three years, 80% in years four and five and 60% in the
remaining three years). The indemnity is also subject to the overall indemnity limit of $150
million, which applies to all warranty and indemnity claims in the transaction. In addition, BICC
plc assumed responsibility for cleanup of certain specific conditions at several sites operated by
General Cable and cleanup is mostly complete at those sites. In the sale of the European businesses
to Pirelli in August 2000, the Company generally indemnified Pirelli against any
environmental-related liabilities on the same basis as BICC plc indemnified the Company in the
earlier acquisition. However, the indemnity the Company received from BICC plc related to the
European businesses sold to Pirelli terminated upon the sale of those businesses to Pirelli. At
this time, there are no claims outstanding under the general indemnity provided by BICC plc. In
addition, the Company generally indemnified Pirelli against other claims relating to the prior
operation of the business. Pirelli has asserted claims under this indemnification. The Company is
continuing to investigate and defend against these claims and believes that the reserves currently
included in the Companys balance sheet are adequate to cover any obligation it may have.
General Cable has also agreed to indemnify Southwire Company against certain environmental
liabilities arising out of the operation of the business it sold to Southwire prior to its sale.
The indemnity is for a ten year period from the closing of the sale, which ends in the fourth
quarter of 2011, and is subject to an overall limit of $20 million. At this time, there are no
claims outstanding under this indemnity.
In 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan Copper and
Gold Inc., which operates as PDIC. As part of this acquisition, the seller agreed to indemnify the
Company for certain environmental liabilities existing at the date of the closing of the
acquisition. The sellers obligation to indemnify the Company for these particular liabilities
generally survives four years from the date the parties executed the definitive purchase agreement
unless the Company has properly notified the seller before the expiry of the four year period. The
seller also made certain representations and warranties related to environmental matters and the
acquired business and agreed to indemnify the Company for breaches of those representation and
warranties for a period of four years from the closing date. Indemnification claims for breach of
representations and warranties are subject to an overall indemnity limit of approximately $105
million, which applies to all warranty and indemnity claims for the transaction.
In addition, Company subsidiaries have been named as defendants in lawsuits alleging exposure to
asbestos in products manufactured by the Company. As of March 28, 2008, General Cable was a
defendant in approximately 1,269 non-maritime cases and 33,448 maritime cases brought in various
jurisdictions throughout the United States. As of March 28, 2008 and December 31, 2007 the Company
had accrued, on a gross basis, approximately $5.2 million and had recovered approximately $0.5
million of insurance recoveries for these lawsuits. The Company does not believe that the outcome
of the litigation will have a material adverse effect on its condensed consolidated results of
operations, financial position or cash flows.
The Company is also involved in various routine legal proceedings and administrative actions. Such
proceedings and actions should not, individually or in the aggregate, have a material adverse
effect on its result of operations, cash flows or financial position.
In Europe and North Africa as it relates to the 2005 purchase of shares of Silec Cable, S.A.S
(Silec), the Company has pledged to the bank the following; Silec Cable, S.A.S shares, segment
assets such as land and buildings and General Cable Spain and Portugal have been designated as
guarantors.
General Cable has entered into various operating lease agreements related principally to certain
administrative, manufacturing and distribution facilities and transportation equipment. At March
28, 2008, future minimum rental payments required under non-cancelable lease agreement during
twelve month periods beginning March 28, 2008 through March 31, 2013 are $8.7 million, $7.2
million, $6.0 million, $4.6 million and $1.9 million, respectively, and $4.9 million thereafter.
As of March 28, 2008, the Company had $153.7 million in letters of credit, $119.3 million in
various performance bonds and $382.8 million in other guarantees. These letters of credit,
performance bonds and guarantees are periodically renewed and
25
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
are generally related to risk associated with self insurance claims, defined benefit plan
obligations, contract performance and quality and other various bank financing guarantees.
17. Unconsolidated Affiliated Companies
Unconsolidated affiliated companies are those in which the Company generally owns less than 50
percent of the outstanding voting shares. The Company does not control these companies and accounts
for its investments in them on the equity basis. The unconsolidated affiliated companies primarily
manufacture or market wire and cable products in our ROW segment. The Companys share of the
income of these companies is reported in the condensed consolidated statement of operations under
Equity in earnings of affiliated companies. For the three fiscal months ended March 28, 2008,
equity in earnings of affiliated companies was $1.1 million. Equity in earnings for the three
fiscal months ended March 30, 2007 was immaterial. The net investment in unconsolidated affiliated
companies was $31.3 million and $29.5 million as of March 28, 2008 and December 31, 2007,
respectively. The table below is a summary of the Companys ownership percentage as of March 28,
2008.
|
|
|
|
|
|
|
March 28, 2008 |
PTDL Trading Company Ltd. |
|
|
49 |
% |
Phelps Dodge Philippines, Inc. |
|
|
40 |
% |
Colada Continua Chilena, S.A. |
|
|
41 |
% |
Keystone Electric Wire & Cable Co., Ltd. |
|
|
20 |
% |
Thai Copper Rod Ltd. |
|
|
18 |
% |
18. Fair Value Disclosure
Effective January 1, 2008, the Company adopted SFAS 157 (See FSP No. 157-2 discussion above), which
provides a framework for measuring fair value under GAAP. SFAS 157 defines fair value as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. SFAS 157 also eliminated the deferral of
gains and losses at inception of certain derivative contracts whose fair value was not evidenced by
market observable data. SFAS 157 requires that the impact of this change in accounting for
derivative contracts be recorded as an adjustment to beginning retained earnings in the period of
adoption. There was no impact on the beginning balance of retained earnings as a result of adopting
SFAS 157 because the Company held no financial instruments in which a gain or loss at inception was
deferred. The Company also adopted SFAS 159 on January 1, 2008. SFAS 159 allows an entity the
irrevocable option to elect fair value for the initial and subsequent measurement for certain
financial assets and liabilities. There was no impact on the Companys financial statement as a
result of adopting SFAS 159 because the Company did not elect to apply the fair value option to any
eligible financial assets or financial liabilities at that time. For additional information on how
the Company measures fair value, see Note 2 to the condensed consolidated financial statements
(Unaudited).
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2008 |
|
|
Fair Value Measurement Using |
|
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Fair Value |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets |
|
$ |
|
|
|
$ |
44.1 |
|
|
$ |
|
|
|
$ |
44.1 |
|
Available-for-sale securities(1) |
|
|
15.1 |
|
|
|
|
|
|
|
|
|
|
|
15.1 |
|
|
Total Assets |
|
$ |
15.1 |
|
|
$ |
44.1 |
|
|
$ |
|
|
|
$ |
59.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
0.6 |
|
|
$ |
|
|
|
$ |
0.6 |
|
|
Total liabilities |
|
$ |
|
|
|
$ |
0.6 |
|
|
$ |
|
|
|
$ |
0.6 |
|
|
|
|
|
Level 1 Quoted prices in active markets for identical assets or liabilities |
|
Level 2 Significant other observable inputs |
|
Level 3 Significant unobservable inputs |
|
(1) |
|
Available-for-sale securities are held in rabbi trust as part of the Companys deferred compensation plan and are
accounted for in accordance with EITF 97-14, see Note 11 to the condensed consolidated financial statements |
26
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
At the time of the partial adoption of SFAS 157, there were no financial assets or financial
liabilities measured at fair value on a recurring basis using significant unobservable inputs
(Level 3). Similarly, as a result of FSP No. 157-2, there were no nonfinancial assets or
nonfinancial liabilities measured at fair value on a non-recurring basis.
19. Supplemental Guarantor Information
General Cable Corporation and its wholly-owned U.S. and Canadian subsidiaries fully and
unconditionally guarantee the $475 million of 1.00% Senior Convertible Notes, the $355.0 million of
0.875% Convertible Notes and the $325 million of 7.125% Senior Notes due in 2017 and Senior
Floating Rate Notes of General Cable Corporation (the Issuer) on a joint and several basis. The
following presents financial information about the Issuer, guarantor subsidiaries and non-guarantor
subsidiaries in millions. All of the Companys subsidiaries are restricted subsidiaries for
purposes of the 1.00% Senior Convertible Notes and 0.875% Convertible Notes. Intercompany
transactions are eliminated.
Condensed Statements of Operations
Three Fiscal Months Ended March 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
529.3 |
|
|
$ |
1,039.1 |
|
|
$ |
|
|
|
$ |
1,568.4 |
|
Intercompany |
|
|
14.1 |
|
|
|
0.6 |
|
|
|
11.3 |
|
|
|
(26.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1 |
|
|
|
529.9 |
|
|
|
1,050.4 |
|
|
|
(26.0 |
) |
|
|
1,568.4 |
|
Cost of sales |
|
|
|
|
|
|
464.3 |
|
|
|
902.7 |
|
|
|
(11.3 |
) |
|
|
1,355.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
14.1 |
|
|
|
65.6 |
|
|
|
147.7 |
|
|
|
(14.7 |
) |
|
|
212.7 |
|
Selling,
general and administrative expenses |
|
|
11.4 |
|
|
|
36.1 |
|
|
|
64.6 |
|
|
|
(14.7 |
) |
|
|
97.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
2.7 |
|
|
|
29.5 |
|
|
|
83.1 |
|
|
|
|
|
|
|
115.3 |
|
Other income (expense) |
|
|
(1.0 |
) |
|
|
0.1 |
|
|
|
2.3 |
|
|
|
|
|
|
|
1.4 |
|
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(8.6 |
) |
|
|
(20.1 |
) |
|
|
(5.4 |
) |
|
|
19.1 |
|
|
|
(15.0 |
) |
Interest income |
|
|
18.4 |
|
|
|
0.8 |
|
|
|
2.7 |
|
|
|
(19.1 |
) |
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.8 |
|
|
|
(19.3 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
(12.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
11.5 |
|
|
|
10.3 |
|
|
|
82.7 |
|
|
|
|
|
|
|
104.5 |
|
Income tax provision |
|
|
(4.3 |
) |
|
|
(7.5 |
) |
|
|
(24.3 |
) |
|
|
|
|
|
|
(36.1 |
) |
Minority interest |
|
|
|
|
|
|
|
|
|
|
(3.6 |
) |
|
|
|
|
|
|
(3.6 |
) |
Equity in net income of subsidiaries |
|
|
58.7 |
|
|
|
55.9 |
|
|
|
1.1 |
|
|
|
(114.6 |
) |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
65.9 |
|
|
|
58.7 |
|
|
|
55.9 |
|
|
|
(114.6 |
) |
|
|
65.9 |
|
Less: preferred stock dividends |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common
shareholders |
|
$ |
65.8 |
|
|
$ |
58.7 |
|
|
$ |
55.9 |
|
|
$ |
(114.6 |
) |
|
$ |
65.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Operations
Three Fiscal Months Ended March 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
443.4 |
|
|
$ |
565.8 |
|
|
$ |
|
|
|
$ |
1,009.2 |
|
Intercompany |
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
(8.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.4 |
|
|
|
443.4 |
|
|
|
565.8 |
|
|
|
(8.4 |
) |
|
|
1,009.2 |
|
Cost of sales |
|
|
|
|
|
|
372.9 |
|
|
|
476.5 |
|
|
|
|
|
|
|
849.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
8.4 |
|
|
|
70.5 |
|
|
|
89.3 |
|
|
|
(8.4 |
) |
|
|
159.8 |
|
Selling, general and administrative
expenses |
|
|
11.4 |
|
|
|
26.6 |
|
|
|
39.1 |
|
|
|
(8.4 |
) |
|
|
68.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(3.0 |
) |
|
|
43.9 |
|
|
|
50.2 |
|
|
|
|
|
|
|
91.1 |
|
Other income (expense) |
|
|
|
|
|
|
(0.2 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(7.0 |
) |
|
|
(18.2 |
) |
|
|
(2.6 |
) |
|
|
18.9 |
|
|
|
(8.9 |
) |
Interest income |
|
|
20.3 |
|
|
|
0.3 |
|
|
|
1.3 |
|
|
|
(18.9 |
) |
|
|
3.0 |
|
Loss on extinguishment of debt |
|
|
(25.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.8 |
) |
|
|
(17.9 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
(31.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(14.8 |
) |
|
|
25.8 |
|
|
|
49.1 |
|
|
|
|
|
|
|
60.1 |
|
Income tax (provision) benefit |
|
|
5.4 |
|
|
|
(11.1 |
) |
|
|
(16.5 |
) |
|
|
|
|
|
|
(22.2 |
) |
Equity in net income of subsidiaries |
|
|
47.3 |
|
|
|
32.6 |
|
|
|
|
|
|
|
(79.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
37.9 |
|
|
|
47.3 |
|
|
|
32.6 |
|
|
|
(79.9 |
) |
|
|
37.9 |
|
Less: preferred stock dividends |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common
shareholders |
|
$ |
37.8 |
|
|
$ |
47.3 |
|
|
$ |
32.6 |
|
|
$ |
(79.9 |
) |
|
$ |
37.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Balance Sheets
March 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
0.1 |
|
|
$ |
17.0 |
|
|
$ |
249.6 |
|
|
$ |
|
|
|
$ |
266.7 |
|
Receivables, net of allowances |
|
|
|
|
|
|
318.4 |
|
|
|
1,096.6 |
|
|
|
|
|
|
|
1,415.0 |
|
Inventories |
|
|
|
|
|
|
310.7 |
|
|
|
677.0 |
|
|
|
|
|
|
|
987.7 |
|
Deferred income taxes |
|
|
4.5 |
|
|
|
72.5 |
|
|
|
31.8 |
|
|
|
|
|
|
|
108.8 |
|
Prepaid expenses and other |
|
|
4.7 |
|
|
|
65.0 |
|
|
|
52.8 |
|
|
|
|
|
|
|
122.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
9.3 |
|
|
|
783.6 |
|
|
|
2,107.8 |
|
|
|
|
|
|
|
2,900.7 |
|
Property, plant and equipment, net |
|
|
0.6 |
|
|
|
185.8 |
|
|
|
594.3 |
|
|
|
|
|
|
|
780.7 |
|
Deferred income taxes |
|
|
|
|
|
|
21.1 |
|
|
|
23.6 |
|
|
|
|
|
|
|
44.7 |
|
Intercompany accounts |
|
|
993.6 |
|
|
|
401.9 |
|
|
|
19.0 |
|
|
|
(1,414.5 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
979.5 |
|
|
|
1,025.6 |
|
|
|
|
|
|
|
(2,005.1 |
) |
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
122.4 |
|
|
|
|
|
|
|
122.4 |
|
Intangible assets, net |
|
|
|
|
|
|
0.7 |
|
|
|
232.3 |
|
|
|
|
|
|
|
233.0 |
|
Unconsolidated affiliated companies |
|
|
|
|
|
|
|
|
|
|
31.3 |
|
|
|
|
|
|
|
31.3 |
|
Other non-current assets |
|
|
20.9 |
|
|
|
25.3 |
|
|
|
6.7 |
|
|
|
|
|
|
|
52.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,003.9 |
|
|
$ |
2,444.0 |
|
|
$ |
3,137.4 |
|
|
$ |
(3,419.6 |
) |
|
$ |
4,165.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
178.0 |
|
|
$ |
855.2 |
|
|
$ |
|
|
|
$ |
1,033.2 |
|
Accrued liabilities |
|
|
(12.8 |
) |
|
|
99.2 |
|
|
|
310.2 |
|
|
|
|
|
|
|
396.6 |
|
Current portion of long-term debt |
|
|
|
|
|
|
1.1 |
|
|
|
203.3 |
|
|
|
|
|
|
|
204.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(12.8 |
) |
|
|
278.3 |
|
|
|
1,368.7 |
|
|
|
|
|
|
|
1,634.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,155.0 |
|
|
|
89.8 |
|
|
|
53.9 |
|
|
|
|
|
|
|
1,298.7 |
|
Deferred income taxes |
|
|
|
|
|
|
0.4 |
|
|
|
122.6 |
|
|
|
|
|
|
|
123.0 |
|
Intercompany accounts |
|
|
14.2 |
|
|
|
993.9 |
|
|
|
406.4 |
|
|
|
(1,414.5 |
) |
|
|
|
|
Other liabilities |
|
|
12.3 |
|
|
|
102.1 |
|
|
|
79.4 |
|
|
|
|
|
|
|
193.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,168.7 |
|
|
|
1,464.5 |
|
|
|
2,031.0 |
|
|
|
(1,414.5 |
) |
|
|
3,249.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests in consolidated
subsidiaries |
|
|
|
|
|
|
|
|
|
|
80.8 |
|
|
|
|
|
|
|
80.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
835.2 |
|
|
|
979.5 |
|
|
|
1,025.6 |
|
|
|
(2,005.1 |
) |
|
|
835.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
2,003.9 |
|
|
$ |
2,444.0 |
|
|
$ |
3,137.4 |
|
|
$ |
(3,419.6 |
) |
|
$ |
4,165.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Balance Sheets
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
7.2 |
|
|
$ |
13.2 |
|
|
$ |
305.3 |
|
|
$ |
|
|
|
$ |
325.7 |
|
Receivables, net of allowances |
|
|
|
|
|
|
241.1 |
|
|
|
880.3 |
|
|
|
|
|
|
|
1,121.4 |
|
Inventories |
|
|
|
|
|
|
301.4 |
|
|
|
627.4 |
|
|
|
|
|
|
|
928.8 |
|
Deferred income taxes |
|
|
4.5 |
|
|
|
88.0 |
|
|
|
31.1 |
|
|
|
|
|
|
|
123.6 |
|
Prepaid expenses and other |
|
|
8.1 |
|
|
|
33.4 |
|
|
|
32.2 |
|
|
|
|
|
|
|
73.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
19.8 |
|
|
|
677.1 |
|
|
|
1,876.3 |
|
|
|
|
|
|
|
2,573.2 |
|
Property, plant and equipment, net |
|
|
0.7 |
|
|
|
185.4 |
|
|
|
552.7 |
|
|
|
|
|
|
|
738.8 |
|
Deferred income taxes |
|
|
|
|
|
|
21.1 |
|
|
|
21.5 |
|
|
|
|
|
|
|
42.6 |
|
Intercompany accounts |
|
|
944.2 |
|
|
|
487.7 |
|
|
|
305.1 |
|
|
|
(1,737.0 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
841.4 |
|
|
|
914.8 |
|
|
|
|
|
|
|
(1,756.2 |
) |
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
116.1 |
|
|
|
|
|
|
|
116.1 |
|
Intangible assets, net |
|
|
|
|
|
|
0.7 |
|
|
|
236.0 |
|
|
|
|
|
|
|
236.7 |
|
Unconsolidated affiliated companies |
|
|
|
|
|
|
|
|
|
|
29.5 |
|
|
|
|
|
|
|
29.5 |
|
Other non-current assets |
|
|
23.4 |
|
|
|
25.3 |
|
|
|
8.0 |
|
|
|
|
|
|
|
56.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,829.5 |
|
|
$ |
2,312.1 |
|
|
$ |
3,145.2 |
|
|
$ |
(3,493.2 |
) |
|
$ |
3,793.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
133.3 |
|
|
$ |
804.0 |
|
|
$ |
|
|
|
$ |
937.3 |
|
Accrued liabilities |
|
|
(15.1 |
) |
|
|
121.9 |
|
|
|
290.5 |
|
|
|
|
|
|
|
397.3 |
|
Current portion of long-term debt |
|
|
355.0 |
|
|
|
1.0 |
|
|
|
144.9 |
|
|
|
|
|
|
|
500.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
339.9 |
|
|
|
256.2 |
|
|
|
1,239.4 |
|
|
|
|
|
|
|
1,835.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
800.0 |
|
|
|
71.4 |
|
|
|
26.5 |
|
|
|
|
|
|
|
897.9 |
|
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|
118.5 |
|
|
|
|
|
|
|
118.5 |
|
Intercompany accounts |
|
|
0.5 |
|
|
|
1,042.3 |
|
|
|
694.2 |
|
|
|
(1,737.0 |
) |
|
|
|
|
Other liabilities |
|
|
12.2 |
|
|
|
100.8 |
|
|
|
77.0 |
|
|
|
|
|
|
|
190.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,152.6 |
|
|
|
1,470.7 |
|
|
|
2,155.6 |
|
|
|
(1,737.0 |
) |
|
|
3,041.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests in consolidated
subsidiaries |
|
|
|
|
|
|
|
|
|
|
74.8 |
|
|
|
|
|
|
|
74.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
676.9 |
|
|
|
841.4 |
|
|
|
914.8 |
|
|
|
(1,756.2 |
) |
|
|
676.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
1,829.5 |
|
|
$ |
2,312.1 |
|
|
$ |
3,145.2 |
|
|
$ |
(3,493.2 |
) |
|
$ |
3,793.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Cash Flows
Three Fiscal Months Ended March 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net cash flows of operating activities |
|
$ |
31.2 |
|
|
|
(65.5 |
) |
|
$ |
(99.0 |
) |
|
$ |
|
|
|
$ |
(133.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
(8.0 |
) |
|
|
(33.6 |
) |
|
|
|
|
|
|
(41.6 |
) |
Proceeds from properties sold |
|
|
|
|
|
|
2.0 |
|
|
|
0.8 |
|
|
|
|
|
|
|
2.8 |
|
Intercompany accounts |
|
|
(56.9 |
) |
|
|
|
|
|
|
|
|
|
|
56.9 |
|
|
|
|
|
Other, net |
|
|
(1.7 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of investing activities |
|
|
(58.6 |
) |
|
|
(5.2 |
) |
|
|
(32.8 |
) |
|
|
56.9 |
|
|
|
(39.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends paid |
|
|
13.4 |
|
|
|
|
|
|
|
(13.5 |
) |
|
|
|
|
|
|
(0.1 |
) |
Excess tax benefits from stock-based
compensation |
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2 |
|
Intercompany accounts |
|
|
|
|
|
|
56.1 |
|
|
|
0.8 |
|
|
|
(56.9 |
) |
|
|
|
|
Proceeds from revolving credit borrowings |
|
|
|
|
|
|
45.8 |
|
|
|
|
|
|
|
|
|
|
|
45.8 |
|
Repayments of revolving credit borrowings |
|
|
|
|
|
|
(27.3 |
) |
|
|
|
|
|
|
|
|
|
|
(27.3 |
) |
Proceeds (repayments) of other debt |
|
|
|
|
|
|
|
|
|
|
75.6 |
|
|
|
|
|
|
|
75.6 |
|
Proceeds from exercise of stock options |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of financing activities |
|
|
20.3 |
|
|
|
74.6 |
|
|
|
62.9 |
|
|
|
(56.9 |
) |
|
|
100.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents |
|
|
|
|
|
|
(0.1 |
) |
|
|
13.2 |
|
|
|
|
|
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
(7.1 |
) |
|
|
3.8 |
|
|
|
(55.7 |
) |
|
|
|
|
|
|
(59.0 |
) |
Cash and cash equivalents beginning of period |
|
|
7.2 |
|
|
|
13.2 |
|
|
|
305.3 |
|
|
|
|
|
|
|
325.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
0.1 |
|
|
$ |
17.0 |
|
|
$ |
249.6 |
|
|
$ |
|
|
|
$ |
266.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Cash Flows
Three Fiscal Months Ended March 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net cash flows of operating activities |
|
$ |
(1.1 |
) |
|
$ |
(27.3 |
) |
|
$ |
28.1 |
|
|
$ |
|
|
|
$ |
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
(3.5 |
) |
|
|
(13.6 |
) |
|
|
|
|
|
|
(17.1 |
) |
Proceeds from properties sold |
|
|
|
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
|
|
|
|
0.4 |
|
Acquisitions, net of cash acquired |
|
|
|
|
|
|
|
|
|
|
(5.9 |
) |
|
|
|
|
|
|
(5.9 |
) |
Intercompany accounts |
|
|
(32.8 |
) |
|
|
|
|
|
|
|
|
|
|
32.8 |
|
|
|
|
|
Other, net |
|
|
|
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of investing activities |
|
|
(32.8 |
) |
|
|
(4.2 |
) |
|
|
(19.2 |
) |
|
|
32.8 |
|
|
|
(23.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends paid |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
Excess tax benefits from stock-based
compensation |
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
Intercompany accounts |
|
|
|
|
|
|
28.6 |
|
|
|
4.2 |
|
|
|
(32.8 |
) |
|
|
|
|
Issuance of long-term debt, net of fees and
expenses |
|
|
318.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
318.3 |
|
Repayments of long-term debt, including
fees and expenses |
|
|
(300.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(300.5 |
) |
Proceeds (repayments) of other debt |
|
|
|
|
|
|
|
|
|
|
(11.3 |
) |
|
|
|
|
|
|
(11.3 |
) |
Proceeds from exercise of stock options |
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of financing activities |
|
|
23.2 |
|
|
|
28.6 |
|
|
|
(7.1 |
) |
|
|
(32.8 |
) |
|
|
11.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents |
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents |
|
|
(10.7 |
) |
|
|
(2.9 |
) |
|
|
2.1 |
|
|
|
|
|
|
|
(11.5 |
) |
Cash and cash equivalents beginning of
period |
|
|
197.7 |
|
|
|
8.8 |
|
|
|
104.0 |
|
|
|
|
|
|
|
310.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
187.0 |
|
|
$ |
5.9 |
|
|
$ |
106.1 |
|
|
$ |
|
|
|
$ |
299.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
20. Subsequent Event
The Company issued $475.0 million in aggregate principal amount of 1.00% Senior Convertible Notes
(Notes) due 2012 in a private placement on October 2, 2007. On April 16, 2008, the Company
completed an automatic shelf registration statement (Statement) of securities of well-known
seasoned issuers on Form S-3ASR (incorporated by reference herein at Exhibit 4.1). The Statement
shall be used by the selling securityholders to resell their Notes and common stock issuable upon
conversion of their Notes. The Company will not receive any of the proceeds from the sale of the
Notes or the common stock issuable upon conversion of the Notes. The selling securityholders may
sell their Notes and common stock issuable upon conversion of their Notes either directly or
through underwriters, broker-dealers or agents and in one or more transactions at fixed prices,
prevailing market prices at the time of sale, varying prices determined at the time of sale or
negotiated prices. If the Notes and common stock issuable upon conversion of the Notes are sold
through underwriters, broker-dealers or agents, the selling securityholders will be responsible for
underwriting discounts or commissions or broker-dealers or agents commissions. The selling
securityholders and any underwriters, broker-dealers or agents that participate in the sale of the
Notes or the common stock issuable upon conversion of the Notes may be underwriters within the
meaning of the Securities Act of 1933, as amended, and any discounts, commissions, concessions or
profits they earn on any resale of the securities may be underwriting discounts or commissions
under the Securities Act.
The terms of the indentures remain unchanged and the Company will pay interest on the Notes on
April 15 and October 15 of each year, beginning on April 15, 2008. The Notes will mature on October
15, 2012. The Notes are unsecured senior obligations and rank equal in right of payment with all
other existing and future unsubordinated indebtedness and senior to any future indebtedness that is
expressly subordinated to the Notes. The Notes are effectively subordinated to the Companys
secured indebtedness. The Notes are guaranteed on an unsecured senior basis by each of our
subsidiaries that is a borrower or a guarantor under the Amended Credit Facility, the 0.875%
Convertible Notes due 2013, the Senior Floating Rate Notes due 2015 or the 7.125% Senior Notes due
2017.
33
GENERAL CABLE CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) is intended to help the reader understand General Cable Corporations financial position,
changes in financial position and results of operations. MD&A is provided as a supplement to the
Companys condensed consolidated financial statements and the accompanying Notes to condensed
consolidated financial statements (Notes) and should be read in conjunction with these condensed
consolidated financial statements and notes.
Certain statements in this report including without limitation, statements regarding future
financial results and performance, plans and objectives, capital expenditures and the Companys or
managements beliefs, expectations or opinions, are forward-looking statements, and as such,
General Cable desires to take advantage of the safe harbor which is afforded such statements
under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially
from those statements as a result of factors, risks and uncertainties over which the Company has no
control. Such factors include those stated in Item 1A of the Companys 2007 Annual Report on Form
10-K as filed with the SEC on February 29, 2008.
Overview
General Cable is a global leader in the development, design, manufacture, marketing and
distribution of copper, aluminum and fiber optic wire and cable products. General Cable analyzes
its worldwide operations based on three geographical reportable segments: 1) North America, 2)
Europe and North Africa and 3) Rest of World (ROW).
The Company has a strong market position in each of the segments in which it competes due to
product, geographic, and customer diversity and the Companys ability to operate as a low cost
provider. The Company sells a wide variety of copper, aluminum and fiber optic wire and cable
products, which it believes represents one of the most diversified product lines in the industry.
As a result, the Company is able to offer its customers a single source for most of their wire and
cable requirements.
The following table sets forth net sales and operating income by reportable segment for the periods
presented, in millions of dollars:
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
(in millions) |
|
March 28, 2008 |
|
March 30, 2007 |
|
|
|
Net sales: |
|
|
|
|
|
|
|
|
North America |
|
$ |
540.7 |
|
|
$ |
545.1 |
|
Europe and North Africa |
|
|
553.3 |
|
|
|
426.0 |
|
ROW |
|
|
474.4 |
|
|
|
38.1 |
|
|
Total |
|
$ |
1,568.4 |
|
|
$ |
1,009.2 |
|
|
|
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
North America |
|
$ |
31.2 |
|
|
$ |
46.8 |
|
Europe and North Africa |
|
|
49.1 |
|
|
|
39.3 |
|
ROW |
|
|
35.0 |
|
|
|
5.0 |
|
|
Total |
|
$ |
115.3 |
|
|
$ |
91.1 |
|
|
General Cables reported net sales are directly influenced by the price of copper, and to a lesser
extent, aluminum. The price of copper and aluminum as traded on the London Metal Exchange (LME)
and COMEX has historically been subject to considerable volatility and, during the past few years,
global copper prices have steadily increased to new record highs. For example, the daily selling
price of copper cathode on the COMEX averaged $3.53 and $2.70 per pound in the first quarter of
2008 and 2007, respectively, and the daily price of aluminum rod averaged $1.28 and $1.30 per pound
in the first quarter of 2008 and 2007, respectively. This copper and aluminum price volatility is
representative of all reportable segments.
General Cable generally passes changes in copper and aluminum prices along to its customers,
although there are timing delays of varying lengths depending upon the volatility of metals prices,
the type of product, competitive conditions and particular customer arrangements. A significant
portion of the Companys electric utility and telecommunications business and, to a lesser extent,
the Companys electrical infrastructure business has metal escalators written into customer
contracts under a variety of price setting and recovery formulas. The remainder of the Companys
business requires that volatility in the
34
cost of metals be recovered through negotiated price changes with customers. In these instances,
the ability to change the Companys selling prices may lag the movement in metal prices by a period
of time as the customer price changes are implemented. As a result of this and a number of other
practices intended to match copper and aluminum purchases with sales, profitability over time has
historically not been significantly affected by changes in copper and aluminum prices. General
Cable does not engage in speculative metals trading.
The Company has also experienced inflationary pressure on raw materials other than copper and
aluminum used in cable manufacturing, such as insulating compounds, steel and wood reels, freight
costs and energy costs. The Company has historically increased selling prices in many of its
markets in order to offset the effect of increased raw material prices and other costs. However,
the Companys ability to ultimately realize these price increases will be influenced by competitive
conditions in its markets, including manufacturing capacity utilization. In addition, a continuing
rise in raw material prices, when combined with the normal lag time between an announced customer
price increase and its effective date in the market, may result in the Company not fully recovering
these increased costs. If the Company were not able to adequately increase selling prices in a
period of rising raw material costs, the Company would experience a decrease in reported earnings.
General Cable generally has experienced and expects to continue to experience certain seasonal
trends in sales and cash flow. These seasonal trends have been somewhat mitigated in recent
periods by the Companys geographic and product expansion and reduction in exposure to the
telecommunications market, historically one of its most seasonal businesses. Larger amounts of
cash are generally required during winter months to build inventories in anticipation of higher
demand during the spring and summer months, when construction activity increases. In general,
receivables related to higher sales activity during the spring and summer months are collected
during the latter part of the year. In addition, the Companys working capital requirements
increase during periods of rising raw material costs.
Current Business Environment
The wire and cable industry is competitive, mature and cost driven. For many product offerings,
there is little differentiation among industry participants from a manufacturing or technology
standpoint. During recent years, the Companys end markets have continued to demonstrate recovery
from the low points of demand experienced in 2003; however, recent signs of an economic slowdown in
the United States and slowing growth in some European markets continued to soften demand during the
first quarter 2008 as compared to the first quarter 2007. The Company believes the recent industry
merger and acquisition activity has led to a reduction in inefficient, high cost capacity.
In addition to the factors previously mentioned, General Cable is currently being affected by the
following macro-level trends:
|
|
|
Worldwide underlying growth trends in electric utility and infrastructure markets; |
|
|
|
|
Softness in demand for low-voltage utility products in North America and construction
products in Europe, particularly Spain, as a result of slow down in new home construction; |
|
|
|
|
Continued decline in demand for copper based telecommunication products; |
|
|
|
|
Increasing demand for natural resources, such as oil and gas, and alternative energy
initiatives; |
|
|
|
|
Increasing demand for further deployment of submarine power and fiber optic
communication systems; and |
|
|
|
|
Continued political sensitivity in certain developing markets. |
The Companys overall financial results discussed in the following MD&A demonstrate the
diversification of the Companys product offering, focus on faster growing utility and
infrastructure markets and global geographic coverage continue to allow the Company to absorb
market weakness in any one product grouping or region.
The Company anticipates that the following trends may continue to affect the financial results of
the Company during 2008. The Companys working capital requirements have been and are expected to
be impacted by continued high raw materials costs, including metals and insulating materials as
well as high freight and energy costs. Copper and aluminum prices remain high compared to
historical prices and continue to be volatile. The Company expects both copper and aluminum
supplies to continue to be tight globally mainly due to increased demand from emerging economies
such as China and India and due to refining industry and mining labor issues.
General Cable believes its global investment in Lean Six Sigma (Lean) training, coupled with
effectively utilized manufacturing assets, provides a cost advantage compared to many of its
competitors and generates cost savings which help offset high raw material prices and other high
general economic costs over time. In addition, General Cables customer and supplier integration
capabilities, one-stop selling and geographic and product balance are sources of competitive
advantage. As a result, the Company believes it is well positioned, relative to many of its
competitors, in the current business environment.
35
In the fourth quarter of 2006, the Company issued $355.0 million of Convertible Notes with a 0.875%
fixed interest rate and used the proceeds to pay down its floating rate, LIBOR-based Amended Credit
Facility while investing the excess cash. Additionally, in 2007, the Company also redeemed its
$285.0 million 9.5% Senior Notes outstanding in the United States with a fixed interest rate of
9.5% with the issuance of $200.0 million of fixed-rate 7.125% Senior Notes and $125.0 million of
Senior Floating Rate Notes with interest payable at an annual interest rate equal to the 3-month
LIBOR rate plus 2.375% while investing the excess cash after funding the inducement premium and
other fees and expenses. Lastly, in 2007, to partially fund the PDIC acquisition, the Company
issued $475.0 million of Convertible Notes with a 1.00% fixed interest rate. The Company expects
these capital structure changes will allow it to maintain a lower average interest rate on
outstanding debt throughout the current year when compared to prior periods as the Company has
exchanged higher fixed rate debt with lower fixed and variable rate debt that based on current and
anticipated future interest rates in the United States is expected to result in a reduction of
interest expense.
Acquisitions and Divestitures
General Cable actively seeks to identify key trends in the industry to capitalize on expanding
markets and new niche markets or exit declining or non-strategic markets in order to achieve better
returns. The Company also sets aggressive performance targets for its business and intends to
refocus or divest those activities, which fail to meet targets or do not fit long-term strategies.
On October 31, 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan
Copper and Gold, Inc., which operates as Phelps Dodge International (PDIC), located principally
in Latin America, sub-Saharan Africa and Southeast Asia. PDIC has manufacturing, distribution and
sales facilities in 19 countries and nearly 3,000 employees. With more than 50 years of experience
in the wire and cable industry, PDIC manufactures a full range of electric utility, electrical
infrastructure, construction and communication products. The Company paid approximately $707.6
million in cash to the sellers in consideration for PDIC and $8.5 million in fees and expenses
related to the acquisition. In 2006, the last full year before the acquisition, PDIC reported
global net sales of approximately $1,168.4 million (based on average exchange rates). Certain pro
forma information has been provided in Note 3 to the condensed consolidated financial statements.
Additionally, pro forma information and PDIC audited financial statements were previously provided
on Current Reports on Form 8-K filed on November 1, 2007, amended on January 14, 2008 and April 16,
2008.
On April 30, 2007, the Company acquired Norddeutsche Seekabelwerke GmbH & Co. KG (NSW), located
in Nordenham, Germany from Corning Incorporated. As a result of the transaction, the Company
assumed liabilities in excess of the assets acquired, including approximately $40.1 million of
pension liabilities (based on the prevailing exchange rate at April 30, 2007). The Company
recorded proceeds of $28.0 million, net of $0.8 million fees and expenses, which included $12.3
million of cash acquired and $5.5 million for settlement of accounts receivable. NSW had revenues
of approximately $120 million in 2006 (based on 2006 average exchange rates) and has approximately
400 employees. NSW offers complete solutions for submarine cable systems including manufacturing,
engineering, seabed mapping, project management, and installation for the offshore communications,
energy exploration, transmission, distribution, and alternative energy markets. Pro forma results
of the NSW acquisition are not material.
The results of operations of the acquired businesses discussed above have been included in the
condensed consolidated financial statements since the respective dates of acquisition.
Critical Accounting Policies and Estimates
During the three fiscal months ended March 28, 2008, the Company did not change any of its existing
critical accounting policies. The partial adoption of SFAS No. 157, Fair Value Measurements (See
FSP No 157-2 discussion below) and the adoption of SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 were
not considered critical accounting policies because the financial instruments held by the Company
are valued based on quoted market prices which are considered Level 1 and Level 2 observable
inputs. Additionally, (i) no existing accounting policies became critical accounting policies
during the period because of an increase in materiality or changes in circumstances and (ii) there
were no significant changes in the manner in which critical accounting policies were applied or in
which related judgments and estimates were developed.
New Accounting Standards
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133. Statement No. 161 requires qualitative disclosures about the Companys objectives and
strategies for using derivatives, quantitative disclosures about the fair value of and gains and
losses on derivative instruments and disclosures about credit-risk-related contingent features in
derivative
36
agreements. The Statement is effective for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161 on its
condensed consolidated financial position, results of operations and cash flows.
In March 2008, the proposed FASB Staff Position (FSP) APB 14-a, Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement) was
finalized. The proposed FSP specifies that when issuers of convertible debt instruments recognize
interest cost in subsequent periods, they should separately account for the liability and equity
components of the instrument in a manner that will reflect the entitys nonconvertible debt
borrowing rate on the instruments issuance date. A final FSP is expected to be issued in May
2008. The final FSP will be effective for fiscal years beginning after December 15, 2008 and
interim periods within those fiscal years. The FSPs transition provision will require that
entities retrospectively apply the FSP for all periods presented. The Company is currently
evaluating the impact of adopting FSP APB 14-a on its condensed consolidated financial position,
results of operations and cash flows.
In February 2008, FSP No. 157-2 partially delayed the effective date of SFAS No. 157 Fair Value
Measurements for non-financial assets and non-financial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis. This FSP is effective
for fiscal years beginning after November 15, 2008. However, this scope exception does not apply
to assets acquired and liabilities assumed in a business combination that are required to be
measured at fair value under FASB Statement No. 141, Business Combinations or FASB No. 141R,
Business Combinations. The Company is currently evaluating the impact of adopting FSP No. 157-2 on
its condensed consolidated financial position, results of operations and cash flows. As discussed
above, the Company has adopted SFAS No. 157 with the exception of FSP No. 157-2 as it relates to
nonrecurring non-financial assets and non-financial liabilities.
In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations, and
Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No. 141
(revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition
date, with goodwill being the excess value over the net identifiable assets acquired. This standard
also requires the fair value measurement of certain other assets and liabilities related to the
acquisition such as contingencies and research and development. Statement No. 160 clarifies that a
noncontrolling interest in a subsidiary should be reported at fair value as equity in the
consolidated financial statements. Consolidated net income should include the net income for both
the parent and the noncontrolling interest with disclosure of both amounts on the consolidated
statement of income. The calculation of earnings per share will continue to be based on income
amounts attributable to the parent. The Statements are effective for fiscal years beginning after
December 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 160 and
141(R) on its condensed consolidated financial position, results of operations and cash flows.
37
Results of Operations
The following table sets forth, for the periods indicated, statement of operations data in millions
of dollars and as a percentage of net sales. Percentages may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
Net sales |
|
$ |
1,568.4 |
|
|
|
100.0 |
% |
|
$ |
1,009.2 |
|
|
|
100.0 |
% |
Cost of sales |
|
|
1,355.7 |
|
|
|
86.4 |
% |
|
|
849.4 |
|
|
|
84.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
212.7 |
|
|
|
13.6 |
% |
|
|
159.8 |
|
|
|
15.8 |
% |
Selling, general and administrative expenses |
|
|
97.4 |
|
|
|
6.2 |
% |
|
|
68.7 |
|
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
115.3 |
|
|
|
7.4 |
% |
|
|
91.1 |
|
|
|
9.0 |
% |
Other income |
|
|
1.4 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
% |
Interest expense, net |
|
|
(12.2 |
) |
|
|
(0.8 |
)% |
|
|
(5.9 |
) |
|
|
(0.6 |
)% |
Loss on extinguishment of debt |
|
|
|
|
|
|
|
% |
|
|
(25.1 |
) |
|
|
(2.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
104.5 |
|
|
|
6.6 |
% |
|
|
60.1 |
|
|
|
6.0 |
% |
Income tax provision |
|
|
(36.1 |
) |
|
|
(2.3 |
)% |
|
|
(22.2 |
) |
|
|
(2.2 |
)% |
Minority interest in consolidated subsidiaries |
|
|
(3.6 |
) |
|
|
(0.2 |
)% |
|
|
|
|
|
|
|
% |
Equity in net earning of affiliated companies |
|
|
1.1 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
65.9 |
|
|
|
4.3 |
% |
|
|
37.9 |
|
|
|
3.8 |
% |
Less: preferred stock dividends |
|
|
(0.1 |
) |
|
|
|
% |
|
|
(0.1 |
) |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to
common shareholders |
|
$ |
65.8 |
|
|
|
4.3 |
% |
|
$ |
37.8 |
|
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended March 28, 2008 Compared with Three Fiscal Months Ended March 30, 2007
The net income applicable to common shareholders was $65.8 million in the first quarter of 2008
compared to net income applicable to common shareholders of $37.8 million in the first quarter of
2007. The net income applicable to common shareholders for the first quarter of 2007 included a
pre-tax $25.1 million loss on extinguishment of debt related to a tender offer on the 9.5% Senior
Notes. See the Debt and Other Contractual Obligations section for more information.
Net Sales
The following tables set forth net sales, metal-adjusted net sales and metal pounds sold by
segment, in millions. For the metal-adjusted net sales results, net sales for the first quarter of
2007 have been adjusted to reflect the 2008 copper COMEX average price of $3.53 per pound (a $0.83
increase compared to the same period in 2007) and the aluminum rod average price of $1.28 per pound
(a $0.02 decrease compared to the same period in 2007). Metal-adjusted net sales, a non-GAAP
financial measure, is provided herein in order to eliminate an estimate of metal price volatility
from the comparison of revenues from one period to another. See previous discussion of metal price
volatility in the Overview section.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
540.7 |
|
|
|
35 |
% |
|
$ |
545.1 |
|
|
|
54 |
% |
Europe and North Africa |
|
|
553.3 |
|
|
|
35 |
% |
|
|
426.0 |
|
|
|
42 |
% |
ROW |
|
|
474.4 |
|
|
|
30 |
% |
|
|
38.1 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
1,568.4 |
|
|
|
100 |
% |
|
$ |
1,009.2 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal-Adjusted Net Sales |
|
|
|
Three Fiscal Months Ended |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
540.7 |
|
|
|
35 |
% |
|
$ |
600.3 |
|
|
|
54 |
% |
Europe and North Africa |
|
|
553.3 |
|
|
|
35 |
% |
|
|
465.6 |
|
|
|
42 |
% |
ROW |
|
|
474.4 |
|
|
|
30 |
% |
|
|
42.0 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal-adjusted net sales |
|
$ |
1,568.4 |
|
|
|
100 |
% |
|
$ |
1,107.9 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal adjustment |
|
|
|
|
|
|
|
|
|
|
(98.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
1,568.4 |
|
|
|
|
|
|
$ |
1,009.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Pounds Sold |
|
|
Three Fiscal Months Ended |
|
|
March 28, 2008 |
|
March 30, 2007 |
|
|
Pounds |
|
% |
|
Pounds |
|
% |
North America |
|
|
92.3 |
|
|
|
33 |
% |
|
|
107.7 |
|
|
|
54 |
% |
Europe and North Africa |
|
|
86.9 |
|
|
|
31 |
% |
|
|
84.5 |
|
|
|
43 |
% |
ROW |
|
|
98.1 |
|
|
|
36 |
% |
|
|
5.5 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal pounds sold |
|
|
277.3 |
|
|
|
100 |
% |
|
|
197.7 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales increased 55% to $1,568.4 million in the first quarter of 2008 from $1,009.2 million in
the first quarter of 2007. The net sales increase included $443.2 million of incremental sales
attributable to the previously mentioned acquisitions of PDIC in October 2007 and NSW in April
2007. After adjusting 2007 net sales to reflect the $0.83 increase in the average monthly COMEX
price per pound of copper and the $0.02 decrease in the average aluminum rod price per pound in
2008, net sales of $1,568.4 million reflects an increase of $460.5 million or 42%, from the metal
adjusted net sales of $1,107.9 million in 2007. Volume, as measured by metal pounds sold, increased
79.6 million pounds or 40% to 277.3 million pounds in the first quarter of 2008 as compared to
197.7 million pounds in the first quarter of 2007. Excluding the impact of recent acquisitions,
metal pounds sold decreased by 12.0 million pounds. Metal pounds sold is provided herein as the
Company believes this metric to be a better measure of sales volume since it is not impacted by
metal prices or foreign currency exchange rate changes. Excluding the impact of acquisitions and
volume as measured in metal pounds sold, the increase in reported metal-adjusted net sales also
includes approximately 17% or $79.4 million, favorable impact of foreign currency exchange rate
changes and an approximate 3% or $11.2 million increase due to a favorable product mix combined
with global selling price increases that were in excess of higher costs experienced during 2008 as
the Company attempted to recover inflation on non-metals raw materials used in cable manufacturing,
such as insulating compounds and steel and wood reels, as well as increased freight and energy
costs.
Metal-adjusted net sales in the North America segment decreased $59.6 million or 10%, principally
as a result of sales volume. Lower sales volume of approximately $85.8 million was primarily the
result of lower than expected demand for electric utility distribution cables combined with an
overall decrease in demand for outside plant telecommunications cable from the Regional Bell
Operating Companies (RBOCs) and communications distribution products. This lower sales volume was
partially offset by product mix improvement of approximately $10.7 million and favorable foreign
currency exchange rate changes of approximately $15.5 million, principally related to the Canadian
dollar. In general, a favorable product mix combined with a moderate improvement on selling prices
enabled the Company to partially recover continued higher metal costs, inflation on non-metals raw
materials and increased freight and energy costs. However, contractual customer pricing did not
allow for increases related to certain communications products. Through forward price agreements,
the Company was economically hedged against this exposure and the lower selling prices did not
materially impact the Companys financial results for the first quarter of 2008.
Continued weakness in the housing industry in the United States had a negative impact on the demand
for low-voltage and smaller gauge size cables used in electric power distribution during the first
quarter of 2008. While the passage of energy legislation in the United States in 2005 aimed at
improving the transmission grid infrastructure is expected to contribute to the increase in demand
for the Companys products over time, growth rates are expected to be highly variable depending on
related product business cycles and the approval and funding cycle times for large utility
projects. For example, total metal pounds shipped for electric utility products have decreased
14.1 million pounds or approximately 23% in the first quarter 2008 as compared to first quarter
2007. The Company believes that utilities may also be curtailing capital expenditures or taking a
more guarded approach to grid reliability problems in the face of a slowing economy in the United
States. Demand trends for telecommunication products from the RBOCs continue to be dependent on
the selected strategy of their broadband rollout exacerbated by the weakness in the U.S. housing
market. Those favoring a copper/fiber hybrid model have been showing flat to marginally decreased
demand, while those taking a fiber-to-the-home strategy continue to show weakness in demand for
copper products. For example, total metal pounds shipped for copper based telecommunication
products have decreased 4.9 million pounds or approximately 32% in the first quarter 2008 as
compared to first quarter 2007. Additionally, demand trends continue to be affected by high copper
prices, which make alternatives to copper-based cable and wire comparatively more affordable, and
by RBOC merger activity and budgetary constraints. These decreases were partially offset by
increasing demand for products used for energy exploration in the mining, oil, gas, and
petrochemical markets, a trend the Company expects to continue partly as a result of higher oil
prices. Additionally, increased demand for low- and medium-voltage electrical infrastructure
products driven by industrial construction spending helped to offset other product declines.
39
Metal-adjusted net sales in the Europe and North Africa segment increased $87.6 million, or 19%.
Sales volume increased $50.7 million which includes $40.5 million of net sales attributable to the
results of acquired businesses. In addition to the impact from acquisitions, the increase reflects
approximately $58.9 million of favorable foreign currency exchange rate changes primarily due to
the strength of the Euro relative to the dollar. These increases were partially offset by a
decrease in price and product mix of approximately $16.7 million. Lower demand for low-voltage and
building wire products in the Spanish domestic construction market has been more than offset by
stronger electric utility and electrical infrastructure demand throughout Europe, particularly,
demand for medium-voltage and high-voltage cables to upgrade the electricity grid as well as
projects involving submarine energy cables and other alternative energy projects.
Metal-adjusted net sales in the ROW segment increased $432.4 million. Sales volume increased
$408.0 million which includes $402.7 million of net sales attributable to the results of acquired
businesses. Excluding the impact from acquisitions, the increase in metals-adjusted net sales
reflects favorable foreign currency exchange rate changes, principally related to New Zealand and
Australia, of approximately $5.0 million and price and product mix improvement of $8.0 million.
Increased volume, excluding the impact from acquisitions, is attributable to better than expected
demand in electric utility and electrical infrastructure products as it relates to the New Zealand
energy industrial market. Acquisition related sales of electrical infrastructure and electric
utility products were strong, particularly in the developing countries of Central and South America
where there continues to be a high level of construction and mining activity as well as programs to
bring electricity further into the rural areas, such as Brazils Light for All program.
Gross Profit
Gross profit increased from $159.8 million in the first quarter of 2007 to $212.7 million in the
first quarter of 2008. Gross profit as a percentage of metal-adjusted net sales was 13.6% for the
three fiscal months ended March 28, 2008 and was 14.4% for the three fiscal months ended March 30,
2007. The downward pressure on gross profit margin on a metal-adjusted net sales basis is
principally related to the North America segment as a result of higher raw material costs, lower
plant utilization, softening end user demand and an unfavorable pricing environment on certain
electric utility products.
Selling, General and Administrative Expense
Selling, general and administrative expense increased to $97.4 million in the first quarter of 2008
from $68.7 million in the first quarter of 2007. The increase in SG&A was primarily related to
incremental SG&A costs within acquired businesses and strategic employee additions throughout the
Company in order to support the Companys growth initiatives and increased process capability. The
increase in SG&A was also partially the result of foreign currency exchange rate translation
changes of $4.7 million in the first quarter 2008. SG&A as a percentage of metal adjusted net
sales was 6.2% for the first quarter of 2008 and 2007.
Operating Income
The following table sets forth operating income by segment, in millions of dollars.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
Three Fiscal Months Ended, |
|
|
|
March 28, 2008 |
|
|
March 30, 2007 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
31.2 |
|
|
|
27 |
% |
|
$ |
46.8 |
|
|
|
51 |
% |
Europe and North Africa |
|
|
49.1 |
|
|
|
43 |
% |
|
|
39.3 |
|
|
|
43 |
% |
ROW |
|
|
35.0 |
|
|
|
30 |
% |
|
|
5.0 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
115.3 |
|
|
|
100 |
% |
|
$ |
91.1 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income of $115.3 million for the first quarter of 2008 increased from $91.1 million in
the first quarter of 2007. This increase is the result of recent acquisitions which represent $36.1
million of operating income primarily related to PDIC as well as a $7.3 million favorable impact of
foreign currency exchange rate changes, a $3.9 million favorable lower of cost or market adjustment
primarily related to PDIC raw material metal inventory, global selling price and product mix
improvement and ongoing Lean manufacturing cost containment and efficiency efforts. These
increases are partially offset by the operating result of the Companys North America segment which
resulted in a decrease of $15.6 million.
The decrease in operating income for the North America segment of $15.6 million is largely the
result of higher raw material and transportation costs as well as a decrease in volume as a result
of lower than expected demand for the segments electric
40
utility and communication products. Persistent softness in the housing market has had a negative
impact on the demand for low-voltage and smaller gauge size cables used in electric power
distribution as well as copper-based telecommunication products used by RBOCs in new housing
starts. Increased demand for low- and medium-voltage electrical infrastructure products driven by
industrial construction spending helped to partially offset the above declines.
Operating income for the Europe and North Africa segment increased $9.8 million. The improvement
in operating income was due to the continued implementation of Lean Six Sigma cost saving
initiatives, efficient manufacturing and high factory utilization rates. Increased selling prices
in excess of higher metals costs and other cost inputs, positive product mix changes, increase
sales volume for certain products and the impact of foreign currency exchange rate changes also
contributed to the improved operating income.
Operating income for the ROW segment increased $30.0 million. The increase in operating income was
primarily due to the acquired PDIC business, favorable foreign currency exchange rate changes
combined with selling price increases in excess of higher metals costs and other cost inputs and
cost containment initiatives.
Other Income
Other income of $1.4 million in the first quarter 2008 is comprised of foreign currency transaction
gains (losses) which resulted from changes in exchange rates between the designated functional
currency and the currency in which a transaction is denominated. Other income was not significant
in the first quarter of 2007.
Interest Expense
Net interest expense increased to $12.2 million in the first quarter of 2008 from $5.9 million in
the first quarter of 2007. The increase in interest expense is due to higher average debt levels
as compared to the first quarter of 2007, primarily related to the October 2007 issuance of the
Companys $475.0 million 1.00% Senior Convertible Notes to partially fund the PDIC acquisition, the
addition of PDIC credit facilities and additional borrowings in Europe as well as increased
borrowing on the Companys Amended Credit Facility.
Loss on Extinguishment of Debt
During 2007, the Company recognized a pre-tax loss on the extinguishment of debt of approximately
$25.3 million, consisting of a $20.5 million inducement premium, related fees and expenses and the
write-off of approximately $4.8 million in unamortized fees and expenses due to the tender offer
and redemption of approximately $280.2 million of the Companys $285.0 million in 9.5% Senior
Notes, of which a pre-tax loss on the extinguishment of debt of $25.1 million was recognized during
the first quarter of 2007. The Company redeemed the final $4.8 million outstanding 9.5% Senior
Notes in November of 2007.
Tax Provision
The Companys effective tax rate for the first quarter of 2008 and 2007 was 34.5% and 36.9%,
respectively. The decrease is mainly attributable to the increase in the relative mix of income
generated in lower tax rate jurisdictions.
Preferred Stock Dividends
The Company accrued and paid $0.1 million in dividends on its preferred stock in the first quarter
of 2008 and 2007.
Liquidity and Capital Resources
In general, General Cable requires cash for working capital, capital expenditures, investment in
internal product development, debt repayment, salaries and related benefits, interest, Series A
preferred stock dividends and taxes. General Cables working capital requirement increases when it
experiences strong incremental demand for products and/or significant copper, aluminum and other
raw material price increases. Based upon historical experience, the cash on its balance sheet and
the expected availability of funds under its current credit facilities, the Company believes its
sources of liquidity will be sufficient to enable it to meet the Companys cash requirements for
working capital, capital expenditures, debt repayment, salaries and related benefits, interest,
Series A preferred stock dividends and taxes for the next twelve months and foreseeable future.
General Cable Corporation is a holding company with no operations of its own. All of the Companys
operations are conducted, and net sales are generated, by its subsidiaries and investments.
Accordingly, the Companys cash flow comes from the cash flows of its global operations. The
Companys ability to use cash flow from its international operations, if
41
necessary, has historically been adversely affected by limitations on the Companys ability to
repatriate such earnings tax efficiently.
Summary of Cash Flows
Cash flow used by operating activities in the first three fiscal months of 2008 was $133.3 million.
This use of cash principally reflects a $244.7 million increase in accounts receivable and a $29.0
million increase in inventories. The increase in accounts receivable reflects increased sales
volumes partly as a result of the Companys normal seasonal trend as well as to a lesser extent
higher global selling prices in response to increased raw material costs. The volume impact is
more pronounced on a sequential basis in the first quarter due to the number of holidays that are
recognized globally in the months leading up to the year end which generally reduces commercial
activity in that period. The increase in inventory is also consistent with historical first
quarter trends as inventories are built in anticipation of higher demand during the spring and
summer months, when construction activity increases. Partially offsetting these uses of cash in
the quarter was $85.7 million of cash inflows related to net income adjusted for depreciation and
amortization, foreign currency exchange gains, excess tax benefits on stock-based compensation
recognized under SFAS No. 123(R) and loss on disposal of property as a result of the underlying
global operating results which are discussed by operating segment above and $47.9 million of cash
inflows from an increase in accounts payable, accrued and other liabilities. The increase in
accounts payable, accrued and other liabilities is primarily due to an increase in accounts payable
which reflects greater manufacturing activity as a result of the normal seasonal trends discussed
above and to a lesser extent increased raw material costs in the first quarter of 2008.
Cash flow used by investing activities was $39.7 million in the first three fiscal months of 2008,
principally reflecting $41.6 million of capital expenditures partially offset by proceeds from
properties sold of $2.8 million. The Company continues to focus its capital program around the
world to upgrade equipment, improve efficiency and throughput and enhance productivity primarily in
its electric utility and electrical infrastructure cable businesses. The Company anticipates
capital spending to be approximately $200.0 million in 2008.
Cash flow provided by financing activities in the first three fiscal months of 2008 was $100.9
million. This reflects additional borrowings under the Companys Amended Credit Facility of $45.8
million and other various short-term credit facilities of $75.6 million primarily in the Rest of
the World segment as discussed in the Debt and Other Contractual Obligations section below. The
Company also received $1.7 million from the exercise of stock options and $5.2 million was related
to excess tax benefits from stock-based compensation. These increases were partially offset by the
repayment of borrowings under the Companys Amended Credit Facility of $27.3 million.
Debt and Other Contractual Obligations
The Companys outstanding debt obligations excluding capital leases were $1,499.7 million as of
March 28, 2008 and consisted of $475.0 million of 1.00% Convertible Notes due in 2012, $355.0
million of 0.875% Convertible Notes due in 2013, $200.0 million of 7.125% Senior Notes due in 2017,
$125.0 million of Senior Floating Rate Notes due in 2015, $65.5 million of Spanish Term Loans,
$70.0 million drawn on the Amended Credit Facility, $100.2 million drawn on PDIC credit facilities
and $109.0 million of various short and medium term loans. A separate description of our various
borrowings is provided below and additional discussion is included at Note 7 to the Condensed
Consolidated Financial Statements.
The Companys 1.00% Senior Convertible Notes were issued in September 2007 in the amount of $475.0
million. The notes were sold to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the Securities Act). Subsequently, on April 16, 2008 the
notes and common stock issuable upon conversion of the notes were registered on a Registration
Statement on Form S-3. See Subsequent Events Note 20 of the condensed consolidated financial
statements for additional information. The 1.00% Senior Convertible Notes bear interest at a fixed
rate of 1.00%, payable semi-annually in arrears, on April 15 and October 15, and mature in 2012.
The 1.00% Senior Convertible Notes are unconditionally guaranteed, jointly and severally, on a
senior unsecured basis, by the Companys wholly-owned U.S. and Canadian subsidiaries. The
estimated fair value of the 1.00% Senior Convertible Notes was approximately $468.5 million at
March 28, 2008.
The Companys 0.875% Convertible Notes were issued in November of 2006 in the amount of $355.0
million, pursuant to the Companys effective Registration Statement on Form S-3. The 0.875%
Convertible Notes bear interest at a fixed rate of 0.875%, payable semi-annually in arrears, on May
15 and November 15, and mature in 2013. As a result of exceeding certain average stock price
thresholds as defined in Note 7 of the condensed consolidated financial statements, the Company
classified the $355.0 million as a current liability at December 31, 2007. Since these thresholds
were not met during the first quarter 2008 the 0.875% Convertible Notes are reported as long-term
debt at March 28, 2008. The 0.875% Convertible Notes are unconditionally guaranteed, jointly and
severally, on a senior unsecured basis, by the Companys wholly-owned U.S. and
42
Canadian subsidiaries. The estimated fair value of the 0.875% Convertible Notes was approximately
$467.4 million at March 28, 2008.
The Company completed the issuance and sale of $325.0 million in aggregate principal amount of new
senior unsecured notes, comprised of $200.0 million of 7.125% Senior Fixed Rate Notes due 2017 (the
7.125% Senior Notes) and $125.0 million of Senior Floating Rate Notes due 2015 (the Senior
Floating Rate Notes and together with the 7.125 Senior Notes, the Notes) on July 26, 2007 to
replace the unregistered Notes with registered Notes with like terms pursuant to an effective
Registration Statement on Form S-4. The Notes are jointly and severally guaranteed by the
Companys U.S. and Canadian subsidiaries. The estimated fair value of the 7.125% Senior Notes and
Senior Floating Rate Notes was approximately $192.0 million and $109.4 million, respectively, at
March 28, 2008.
The Senior Floating Rate Notes bear interest at an annual rate equal to the 3-month LIBOR rate plus
2.375%, which was 7.1% at March 28, 2008. Interest on the Senior Floating Rate Notes is payable
quarterly in arrears in cash on January 1, April 1, July 1 and October 1 of each year, commencing
on July 1, 2007. The 7.125% Senior Notes bear interest at a rate of 7.125% per year and are
payable semi-annually in arrears in cash on April 1 and October 1 of each year, commencing on
October 1, 2007. The Senior Floating Rate Notes mature on April 1, 2015 and the 7.125% Senior
Notes mature on April 1, 2017.
The Spanish Term Loan of 50 million euros was issued in December 2005 and was available in up to
three tranches, with an interest rate of Euribor plus 0.8% to 1.5% depending on certain debt
ratios. Two of the tranches have expired. The remaining tranche of the Spanish Term Loan is
repayable in fourteen semi-annual installments, maturing in 2012. In February 2008, the Company
entered into a second term loan in the amount of 20 million euros with an interest rate of Euribor
plus 0.5%. The term loan is payable in ten semi-annual installments due in August and February,
maturing in February 2013. Simultaneously, the Company entered into a fixed interest rate swap to
coincide with the terms and conditions of the second term loan starting in August 2008 and maturing
in February 2013 which will effectively hedge the variable interest rate with a fixed interest rate
of 4.2% As of March 28, 2008, the U.S. dollar equivalent of $65.5 million was drawn under these
term loan facilities and availability of $3.4 million remains under these Spanish Term Loans.
The Spanish Credit Facility of 25 million euros was issued in December 2005, matures at the end of
five years and carries an interest rate of Euribor plus 0.6% to 1.0% depending on certain debt
ratios. No funds are currently drawn under the Spanish Credit Facility, leaving undrawn
availability of approximately the U.S. dollar equivalent of $39.5 million as of March 28, 2008.
Commitment fees ranging from 15 to 25 basis points per annum on any unused commitments under the
Spanish Credit Facility will be assessed to Grupo General Cable Sistemas, S.A., and are payable on
a quarterly basis.
The Companys current senior secured revolving credit facility (Amended Credit Facility), as
amended, is a five-year, $400.0 million asset based revolving credit agreement that includes an
approximate $50.0 million sublimit for the issuance of commercial and standby letters of credit and
a $20.0 million sublimit for swingline loans. Loans under the Amended Credit Facility bear
interest at the Companys option, equal to either an alternate base rate (prime plus 0.00% to
0.625%) or an adjusted LIBOR rate plus an applicable margin percentage (LIBOR plus 1.125% to
1.875%). The applicable margin percentage is subject to adjustments based upon the excess
availability, as defined. At March 28, 2008, the Company had outstanding borrowings of $70.0
million and undrawn availability of $281.1 million under the Amended Credit Facility. As of March
28, 2008, the Company had outstanding letters of credit and swingline loans related to this Amended
Credit Facility of $40.4 million and $8.5 million, respectively. The weighted average interest
rate on borrowings outstanding under the Amended Credit Facility was 3.9% as of March 28, 2008.
Indebtedness under the Amended Credit Facility is guaranteed by the Companys U.S. and Canadian
subsidiaries and is secured by a first priority security interest in tangible and intangible
property and assets of the Companys U.S. and Canadian subsidiaries. The lenders have also received
a pledge of all of the capital stock of the Companys existing domestic subsidiaries and any future
domestic subsidiaries.
On October 31, 2007 the Company acquired PDIC and assumed the U.S. dollar equivalent of $64.3
million (at the prevailing exchange rate on that date) of mostly short-term PDIC debt as a part of
the acquisition. As of March 28, 2008, PDIC related debt was $100.2 million of which approximately
$98.7 million was short-term financing agreements at various interest rates. The weighted average
interest rate was 6.5% as of March 28, 2008. The Company has approximately $257.5 million of
excess availability under the various credit facilities.
On August 31, 2006, the Company acquired ECN Cable and assumed the U.S. dollar equivalent of $38.6
million (at prevailing exchange rates on that date) of mostly short-term ECN Cable debt as a part
of the acquisition. On December 15, 2006, approximately $6.9 million (at the prevailing exchange
rate on that date) of debt was paid and cancelled. As of March 28, 2008, ECN Cables debt was the
U.S. dollar equivalent of $17.6 million. The debt consisted of approximately $0.1 million
43
relating to an uncommitted accounts receivable facility and approximately $17.5 million of
short-term financing agreements at various interest rates. In addition, ECN Cable has an 11
million euros ($18.3 million US dollar equivalent) debt facility that charges interest at Euribor
plus 0.5%. No funds are currently drawn under this facility.
The Companys Europe and North Africa segment has approximately $150.2 million of uncommitted
facilities that are secured by the respective companys accounts receivable. At March 28, 2008,
$32.9 million (including $0.1 million at ECN, mentioned above) of these debt facilities were drawn.
As of March 28, 2008, the Company was in compliance with all debt covenants.
At December 31, 2007, the defined benefit plans were underfunded by approximately $72.5 million.
The Company estimates its 2008 pension expense for its defined benefit pension plans will increase
approximately $1.2 million from 2007, excluding curtailment and settlement activity in 2007. Cash
contributions are expected to decrease to approximately $6.8 million.
Summarized information about the Companys contractual obligations and commercial commitments as of
March 28, 2008 is as follows (in millions of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1 3 |
|
|
4 5 |
|
|
After 5 |
|
|
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Contractual obligations(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt (excluding capital leases) |
|
$ |
1,499.7 |
|
|
$ |
203.3 |
|
|
$ |
106.3 |
|
|
$ |
856.1 |
|
|
$ |
334.0 |
|
Capital leases |
|
|
3.4 |
|
|
|
1.1 |
|
|
|
2.2 |
|
|
|
0.1 |
|
|
|
|
|
Interest payments on 7.125% Senior |
|
|
149.6 |
|
|
|
14.2 |
|
|
|
28.5 |
|
|
|
28.5 |
|
|
|
78.4 |
|
Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payments on Senior Floating Rate Notes |
|
|
73.6 |
|
|
|
8.9 |
|
|
|
17.8 |
|
|
|
17.8 |
|
|
|
29.1 |
|
Interest payments on 0.875% Convertible Notes |
|
|
20.2 |
|
|
|
3.1 |
|
|
|
6.2 |
|
|
|
6.2 |
|
|
|
4.7 |
|
Interest payments on 1.00% Senior Convertible
Notes |
|
|
23.8 |
|
|
|
4.8 |
|
|
|
9.5 |
|
|
|
9.5 |
|
|
|
|
|
Operating leases |
|
|
33.3 |
|
|
|
8.7 |
|
|
|
13.2 |
|
|
|
6.5 |
|
|
|
4.9 |
|
Defined benefit pension obligations(2) |
|
|
6.8 |
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefits |
|
|
11.9 |
|
|
|
1.6 |
|
|
|
3.2 |
|
|
|
2.6 |
|
|
|
4.5 |
|
Commodity futures and forward pricing
agreements(3) |
|
|
540.5 |
|
|
|
497.6 |
|
|
|
42.9 |
|
|
|
|
|
|
|
|
|
Foreign currency contracts(3) |
|
|
449.0 |
|
|
|
393.7 |
|
|
|
55.3 |
|
|
|
|
|
|
|
|
|
FIN 48 obligation, including interest and
penalties(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory severance programs(5) |
|
|
2.2 |
|
|
|
0.6 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,814.0 |
|
|
$ |
1,144.4 |
|
|
$ |
285.4 |
|
|
$ |
927.7 |
|
|
$ |
456.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This table does not include interest payments on certain variable rate debt
because the future amounts are based on variable interest rates and the amount of the
borrowings under the Amended Credit Facility and Spanish Credit Facility fluctuate depending
upon the Companys working capital requirements. |
|
(2) |
|
Defined benefit pension obligations reflect the Companys estimates of
contributions that will be required in 2008 to meet current law minimum funding
requirements. Amounts beyond one year have not been provided because they are not
determinable. |
|
(3) |
|
Information on these items is provided under Item 3, Quantitative and Qualitative
Disclosures about Market Risk. |
|
(4) |
|
FIN 48 obligations of $65.3 million have not been reflected in the above table due
to the inherent uncertainty as to the amount and timing of settlement, which is contingent
upon the occurrence of possible future events, such as examinations and determinations by
various tax authorities. |
|
(5) |
|
All statutory severance benefits for employees in Venezuela of $0.5 million have
been included in 2008 as amounts due beyond one year are not determinable. |
The Company anticipates being able to meet its obligations as they come due based on historical
experience and the expected availability of funds under its current credit facilities.
Off Balance Sheet Assets and Obligations
As part of the BICC plc acquisition, BICC agreed to indemnify General Cable against environmental
liabilities existing at the date of the closing of the purchase of the business. In the sale of
the businesses to Pirelli, General Cable generally indemnified Pirelli against any environmental
liabilities on the same basis as BICC plc indemnified the Company in the earlier acquisition.
However, the indemnity the Company received from BICC plc related to the European business sold to
Pirelli terminated upon the sale of those businesses to Pirelli. In addition, General Cable has
agreed to indemnify Pirelli against any
44
warranty claims relating to the prior operation of the business. General Cable has also agreed to
indemnify Southwire Company against certain liabilities arising out of the operation of the
business sold to Southwire prior to its sale. As a part of the 2005 acquisition, SAFRAN SA agreed
to indemnify General Cable against certain environmental liabilities existing at the date of the
closing of the purchase of Silec. These indemnifications are discussed in more detail at Note 16
to the condensed consolidated financial statements.
In 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan Copper and
Gold Inc., which operates as PDIC. As part of this acquisition, the seller agreed to indemnify the
Company for certain environmental liabilities existing at the date of the closing of the
acquisition. The sellers obligation to indemnify the Company for these particular liabilities
generally survives four years from the date the parties executed the definitive purchase agreement
unless the Company has properly notified the seller before the expiry of the four year period. The
seller also made certain representations and warranties related to environmental matters and the
acquired business and agreed to indemnify the Company for breaches of those representation and
warranties for a period of four years from the closing date. Indemnification claims for breach of
representations and warranties are subject to an overall indemnity limit of approximately $105
million, which applies to all warranty and indemnity claims for the transaction.
As of March 28, 2008, the Company had $153.7 million in letters of credit, $119.3 million in
various performance bonds and $382.8 million in other guarantees. These letters of credit,
performance bonds and guarantees are periodically renewed and are generally related to risk
associated with self insurance claims, defined benefit plan obligations, contract performance,
quality and other various bank and financing guarantees. See Liquidity and Capital Resources for
excess availability under the Companys various credit borrowings.
See the previous section, Debt and Other Contractual Obligations, for information on debt-related
guarantees.
Environmental Matters
The Companys expenditures for environmental compliance and remediation amounted to approximately
$0.5 million and $2.8 million for the three months ended March 28, 2008 and twelve months ended
December 31, 2007, respectively. In addition, certain of General Cables subsidiaries have been
named as potentially responsible parties in proceedings that involve environmental remediation. The
Company has accrued $2.0 million at March 28, 2008 for all environmental liabilities. Environmental
matters are described in Item 1, which is incorporated herein by reference. While it is difficult
to estimate future environmental liabilities, the Company does not currently anticipate any
material adverse effect on results of operations, cash flows or financial position as a result of
compliance with federal, state, local or foreign environmental laws or regulations or remediation
costs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General Cable is exposed to various market risks, including changes in interest rates, foreign
currency exchange rates and raw material (commodity) prices. To manage risk associated with the
volatility of these natural business exposures, General Cable enters into interest rate, commodity
and foreign currency derivative agreements related to both transactions and copper and aluminum
forward purchase agreements. General Cable does not purchase or sell derivative instruments for
trading purposes. General Cable does not engage in trading activities involving commodity contracts
for which a lack of marketplace quotations would necessitate the use of fair value estimation
techniques.
The notional amounts and fair values of these designated cash flow at March 28, 2008 and December
31, 2007 are shown below (in millions). The carrying amount of the financial instruments was a net
asset of $43.5 million and a net liability of $11.1 million at March 28, 2008 and December 31,
2007, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2008 |
|
|
December 31, 2007 |
|
|
|
Notional |
|
|
Fair |
|
|
Notional |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
9.0 |
|
|
$ |
(0.6 |
) |
|
$ |
9.0 |
|
|
$ |
(0.5 |
) |
Commodity futures |
|
|
390.2 |
|
|
|
24.0 |
|
|
|
297.7 |
|
|
|
(18.8 |
) |
Foreign currency forward exchange |
|
|
449.0 |
|
|
|
20.1 |
|
|
|
380.5 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43.5 |
|
|
|
|
|
|
$ |
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
Other Forward Pricing Agreements
In the normal course of business, General Cable enters into forward pricing agreements for the
purchase of copper and aluminum for delivery in a future month to match certain sales transactions.
The Company accounts for these forward pricing arrangements under the normal purchases and normal
sales scope exemption of SFAS No. 133 because these arrangements are for purchases of copper and
aluminum that will be delivered in quantities expected to be used by the Company over a reasonable
period of time in the normal course of business. For these arrangements, it is probable at the
inception and throughout the life of the arrangements that the arrangements will not settle net and
will result in physical delivery of the inventory. At March 28, 2008 and December 31, 2007,
General Cable had $150.3 million and $90.1 million, respectively, of future copper and aluminum
purchases that were under forward pricing agreements. At March 28, 2008 and December 31, 2007, the
fair value of these arrangements were $156.9 million and $86.1 million, respectively, and General
Cable had an unrealized gain (loss) of $6.6 million and $(4.0) million, respectively, related to
these transactions. General Cable expects the unrealized losses under these agreements to be offset
as a result of firm sales price commitments with customers.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Companys reports under the Securities Exchange Act of
1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to management, including the Companys Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.
The Company periodically evaluates the design and effectiveness of its disclosure controls and
internal control over financial reporting. The Company makes modifications to improve the design
and effectiveness of its disclosure controls and internal control structure, and may take other
corrective action, if its evaluations identify a need for such modifications or actions. The
Companys disclosure controls and procedures are designed to provide reasonable assurance of
achieving their objectives.
A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and
that breakdowns can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected. However, these
inherent limitations are known features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though not eliminate, this risk.
In connection with the preparation of this Quarterly Report on Form 10-Q, as of March 28, 2008, an
evaluation was performed under the supervision and with the participation of the Companys
management, including the CEO and CFO, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on that evaluation, the Companys CEO and CFO concluded that the Companys
disclosure controls and procedures were effective as of March 28, 2008.
Managements assessment of and conclusion on the effectiveness of internal control over financial
reporting at December 31, 2007 did not include an assessment of certain elements of internal
controls over financial reporting of PDIC acquired on October 31, 2007 and NSW acquired on April
30, 2007, which are included in the consolidated financial statements of the Company for the year
ended December 31, 2007 and included in the condensed consolidated financial statements of the
Company for the period ended March 28, 2008. Prior to the Companys acquisition, PDIC and NSW
were subsidiaries of other U.S. publicly listed companies subject to the Sarbanes-Oxley rules and
regulations. In accordance with the Sarbanes Oxley rules and regulations, which allow for a
one-year integration period, the Company is including PDIC and NSW in its risk assessment and
testing program of internal controls in 2008.
46
Changes in Internal Control over Financial Reporting
There have been no changes in the Companys internal control over financial reporting, as such item
is defined in Exchange Act Rules 13a 15(f) and 15d 15(f), during the fiscal quarter ended
March 28, 2008, that have materially affected, or are reasonable likely to materially affect the
Companys internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this filing, there have been no additional material legal proceedings or material
developments in the legal proceedings disclosed in the Companys
2007 Annual Report on
Form 10-K.
ITEM 1A. RISK FACTORS
There have been no material changes in the Companys risk factors from those disclosed in General
Cables 2007 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The Company currently has no share repurchase program approved by the Board of Directors, and
therefore, repurchased no shares under such a program during the first quarter of 2008. However,
employees of the Company do have the right to surrender to the Company shares in payment of minimum
tax obligations upon the vesting of grants of common stock under the Companys equity compensation
plans. During the fiscal quarter ended March 28, 2008, 20,272 shares were surrendered to the
Company by employees in payment of minimum tax obligations upon the vesting of nonvested stock
under the Companys equity compensation plans, and the average price paid per share was $57.32.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None during the three fiscal months ended March 28, 2008.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the three fiscal months ended March 28, 2008.
ITEM 5. OTHER INFORMATION
None during the three fiscal months ended March 28, 2008.
47
ITEM 6. EXHIBITS
The following exhibits are filed herewith or incorporated herein by reference. Documents indicated
by an asterisk (*) are filed herewith; documents indicated by a double asterisk (**) identify each
management contract or compensatory plan. Documents not indicated by an asterisk are incorporated
by reference to the document indicated.
a) Exhibits
|
|
|
4.1
|
|
Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 2008. |
10.1
|
|
Salary Adjustment for President and Chief Executive Officer and
Executive Vice President, Chief Financial Officer and Treasurer and Executive Vice
President, General Counsel and Secretary dated February 5, 2008 (incorporated by
reference to the Form 8-K Current Report as filed on February 5, 2008) |
*12.1
|
|
Computation of Ratio of Earnings to Fixed Charges |
*31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a
14(a) or 15d 14 |
*31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a
14(a) or 15d 14 |
*32.1
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002. |
48
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, General Cable Corporation
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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|
|
|
|
|
General Cable Corporation
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|
Signed: May 7, 2008 |
By: |
/s/ BRIAN J. ROBINSON
|
|
|
|
Brian J. Robinson |
|
|
|
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
|
|
49
Exhibit Index
|
|
|
4.1
|
|
Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 2008. |
10.1
|
|
Salary Adjustment for President and Chief Executive Officer and
Executive Vice President, Chief Financial Officer and Treasurer and Executive Vice
President, General Counsel and Secretary dated February 5, 2008 (incorporated by
reference to the Form 8-K Current Report as filed on February 5, 2008) |
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges |
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a
14(a) or 15d 14 |
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a
14(a) or 15d 14 |
32.1
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002. |
50