EX-99.2 3 a08-14634_1ex99d2.htm EX-99.2

EXHIBIT 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following Management Discussion and Analysis (“MD&A”) is a review of Masonite International Inc.’s  financial condition and results of operations, is based upon Canadian Generally Accepted Accounting Principles (“GAAP”) and covers the three month periods ended March 31, 2008 and March 31, 2007. In this MD&A,  the “Company”, “we”, “us” and “our” refer to Masonite International Inc. and our subsidiaries. All amounts are in millions of United States dollars unless specified otherwise.

 

This discussion should be read in conjunction with the 2007 annual audited consolidated financial statements and the 2008 unaudited interim financials statements. The following discussion also contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of these risks and uncertainties.

 

Recent Developments

 

In the first quarter of 2007, we were notified by our largest customer that they would be moving substantially all of their business with us in certain geographic regions to a competitor later in 2007.  Sales to this customer in the regions affected were approximately $250 - $300 million on an annualized basis.  Subsequent to this notification, we completed the permanent closure of five facilities dedicated to this customer and an interior door manufacturing facility.  We further completed the consolidation of our manufacturing operations in Florida, announced the closure of our Bridgwater site in the UK and in the first quarter of 2008 began the process of closing three additional sites in North America and consolidating the production from those sites into other facilities.  In March of 2008 we completed the acquisition of the remaining 25% of our facilities in the Czech Republic and Poland pursuant to an option exercised by the minority interest shareholder.  The consideration was approximately $18.6 million consisting of approximately $13.7 million paid for the shares and the balance as repayment of advances made by the minority interest shareholder.  Subsequent to the end of the first quarter we borrowed the remaining amount available on our revolving credit facility which resulted in a total amount outstanding under the revolving credit facility of $350.0 million.  We were also notified in 2008 by the owner of 25% of one of our VIE’s of its intention to require the other VIE party or us to purchase such owner’s 25% share in the VIE pursuant to the terms contained in the shareholder agreement. Preliminary estimates of the consideration required for the purchase of the 25% range between $14.5 million and $21.0 million. It is anticipated that the transaction will close before the end of the third quarter of 2008.

 

Results of Operations for the three month period ended March 31, 2008 compared to the three month period ended March 31, 2007.

 

A summary of the first quarter results is as follows:

 

 

 

January 1, 2008
- March 31, 2008

 

January 1, 2007
- March 31, 2007

 

Sales

 

$

464.4

 

$

569.4

 

Cost of sales

 

374.0

 

442.4

 

Gross margin

 

90.4

 

127.0

 

Selling, general and administration expenses

 

43.7

 

53.4

 

Depreciation

 

22.1

 

22.7

 

Amortization of intangible assets

 

7.1

 

8.9

 

Interest

 

43.1

 

44.8

 

Other expense, net

 

6.4

 

1.8

 

(Loss) income before income taxes and non-controlling interest

 

(32.0

)

(4.7

)

Income taxes

 

(5.3

)

(2.8

)

Non-controlling interest

 

1.0

 

1.1

 

Net loss

 

$

(27.6

)

$

(3.0

)

 



 

Consolidated Sales

For the three month period ended March 31

 

 

 

2008

 

2007

 

$ Change

 

% Change

 

Sales

 

$

464.4

 

$

569.4

 

$

(105.0

)

(18.4

)%

 

Consolidated sales for the three month period ended March 31, 2008 were $464.4 million compared to $569.4 million in the prior year period. Sales in the 2008 period were negatively impacted by lower North American sales due to continued soft demand from customers servicing both the wholesale and retail channels. Sales in the first quarter of 2007 benefited by $21.0 million due to stronger foreign currency rates as compared to the prior year period.  Approximately $66.4 million of the decline in sales is attributable to sales in geographic regions that The Home Depot moved to a competitor in the second half of 2007.

 

Sales and Percentage of Sales by Principal Geographic Region

For the three month period ended March 31

 

 

 

2008

 

2007

 

North America

 

$

298.5

 

$

411.8

 

 

 

64

%

72

%

 

 

 

 

 

 

Europe and Other

 

$

177.3

 

$

170.6

 

 

 

38

%

30

%

 

 

 

 

 

 

Intersegment

 

$

(11.4

)

$

(13.0

)

 

 

(2

)%

(2

)%

 

Sales to external customers from facilities in North America declined 28.4% to $294.8 million for the three month period ended March 31, 2008 as compared to the prior year period.  Sales in North America were negatively impacted by continued soft demand from customers servicing both the wholesale and retail channels, the business lost from The Home Depot and a more severe winter season than in 2007 which slowed activity in affected areas and caused facility closures. Sales in the North American segment contributed 64% of consolidated sales as compared to 72% in the prior year.  The stronger Canadian dollar in 2008 increased sales in the first quarter of 2008 by approximately $6.6 million.  Excluding the impact of currency and the lost business, sales declined 13.9% compared to the prior year period.

 

Sales to external customers from facilities outside of North America grew 7.6% to $169.6 million in 2008 as compared to the prior year period.  European sales were positively impacted by the appreciation of European currencies versus the U.S. dollar in the amount of $14.2 million.  Excluding the impact of exchange, sales in our Europe and Other segment declined by 1.3% from the prior year on an overall basis.  Our sales in Western Europe, notably the United Kingdom, declined as a result of weakening housing market conditions, while sales in the Czech Republic, Poland and South Africa increased due to strong economic fundamentals.

 

Intersegment sales, primarily the movement of door components from the Europe and Other segment into the North America segment, declined by 12.3% to $11.4 million due to continued soft market conditions in North America during the first quarter of  2008.

 

Sales and Percentage of Sales by Product Line

For the three month period ended March 31

 

 

 

2008

 

2007

 

Interior

 

$

343.2

 

$

400.8

 

 

 

74

%

70

%

 

 

 

 

 

 

Exterior

 

$

121.2

 

$

168.6

 

 

 

26

%

30

%

 

The proportion of revenues from interior and exterior products was approximately 74% and 26%, respectively, for the three month period ended March 31, 2008.  For the 2007 period, the proportion was 70% and 30%, respectively. Our sales of interior doors in 2008 grew as a percent of sales due to the relative strength of our market position in the interior door market, in

 



 

particular as our European businesses, which predominately consists of interior doors, becomes a larger relative proportion of our overall business. In addition, we believe that weakening housing market conditions in North America affect exterior product sales earlier than the sales of interior product sales.

 

Cost of Sales

For the three month period ended March 31

 

 

 

2008

 

Percentage of Sales

 

2007

 

Percentage of Sales

 

Cost of sales

 

$

374.0

 

80.5

%

$

442.4

 

77.7

%

 

The significant components of cost of sales are materials, direct labor, factory overheads and distribution costs. Cost of sales, expressed as a percentage of sales, was 80.5% for the 2008 period versus 77.7% for the 2007 period. Despite our ongoing efforts on global supply chain initiatives, facility rationalizations, rigorous cost management and product pricing adjustments we were not able to fully offset the impact of the lower volumes in the first quarter coupled with inflationary cost pressures on raw materials.  We made additional headcount reductions during the first quarter, and continue to execute on our announced facility closures to rightsize our business for the current market conditions.

 

Selling, General and Administration Expenses

For the three month period ended March 31

 

 

 

2008

 

Percentage of Sales

 

2007

 

Percentage of Sales

 

Selling, general and administration expenses

 

$

43.7

 

9.4

%

$

53.4

 

9.4

%

 

SG&A primarily includes personnel marketing and advertising costs, sales commissions, information technology costs, receivables sales program costs, professional fees and management travel. SG&A costs declined $9.7 million as compared to the prior year period due to reductions in staffing levels, lower commissions, AR sales facility charges, professional fees including recruiting and relocation, and travel and entertainment spending.

 

Depreciation

For the three month period ended March 31

 

 

 

2008

 

2007

 

$ Change

 

% Change

 

Depreciation

 

$

22.1

 

$

22.7

 

$

0.6

 

(2.6

)%

 

Depreciation expense decreased to $22.1 million in the first quarter of 2008 as compared to $22.7 million in the first quarter of 2007.  This reduced level of depreciation is a result of lower capital expenditures over the past two years, the 15 facility closures completed since 2005 and asset impairments recorded in the last two years.  These actions have reduced the overall basis of depreciable assets.

 

Amortization of Intangible Assets

For the three month period ended March 31

 

 

 

2008

 

2007

 

$ Change

 

% Change

 

Amortization of intangible assets

 

$

7.1

 

$

8.9

 

$

(1.8

)

(20.2

)%

 

Amortization of intangible assets for the 2008 period was $1.8 million lower than in the 2007 period due to the impairment of customer relationship intangibles recorded in December of 2007.  As a result of the business lost from The Home Depot and the ongoing downturn in the North American housing market, we recorded an impairment charge of $65.4 million related to customer relationship intangibles in 2007.

 



 

Other Expense

For the three month period ended March 31

 

 

 

2008

 

2007

 

Restructuring and severance expense

 

$

5.5

 

$

0.9

 

Impairment of property, plant and equipment

 

0.8

 

 

Loss on disposal of property, plant and equipment

 

0.1

 

0.7

 

Other

 

 

0.2

 

Other expense

 

$

6.4

 

$

1.8

 

 

Other expense of $6.4 million in the first quarter of 2008 includes restructuring charges of $5.5 million related to the reductions in salaried workforce as well as costs incurred in connection with the closure and consolidation of manufacturing sites. Also included in other expense in the 2008 period were asset impairments of $0.8 million to reduce the carrying value of certain assets to their net realizable value and losses on disposal of fixed assets of $0.1 million.

 

Other expense was $1.8 million in the 2007 period including restructuring and severance costs of $0.9 million related to the closure of three manufacturing facilities in North America and $0.7 million from the loss on disposal of idle property, plant and equipment.

 

Interest Expense

For the three month period ended March 31

 

 

 

2008

 

2007

 

$ Change

 

% Change

 

Interest

 

$

43.1

 

$

44.8

 

$

(1.7

)

(3.8

)%

 

Interest expense of $43.1 million for the 2008 period was $1.7 million or 3.8% lower than the 2007 period. Lower interest costs of $1.7 million were attributable to lower average debt levels and lower interest rates in the 2008 period.  Amortization of deferred financing fees included in interest was unchanged at $2.5 million.

 

Income Tax Rates

For the three month period ended March 31

 

 

 

2008

 

2007

 

Combined effective rate

 

16.6

%

59.3

%

 

Our effective income tax rate is primarily the weighted average of federal, state and provincial rates in various countries in which we have operations, including the United States, Canada, France, the United Kingdom and Ireland.

 

Our income tax rate is also affected by estimates of realizability of tax assets, changes in tax laws and the timing of the expected reversal of temporary differences. We have established a valuation allowance on a portion of tax losses and other carryforward attributes in Canada, the United States and other jurisdictions until the realization of these tax assets becomes more likely than not during the carryforward period.

 

Net Loss

For the three month period ended March 31

 

 

 

2008

 

2007

 

$ Change

 

% Change

 

Net loss

 

$

(27.6

)

$

(3.0

)

$

(24.6

)

Not meaningful

 

 

Our net loss of $27.6 million in the first quarter of 2008 increased by $24.6 million from the prior year period.  This result reflects the factors discussed above, including the significantly weaker North American market, and the business lost from The Home Depot, partially offset by aggressive global cost controls, and reduced  SG&A spending.

 



 

Segment Information

For the three month period ended March 31

 

 

 

2008

 

Percentage of
Sales

 

2007

 

Percentage of
Sales

 

Operating EBITDA
- North America

 

$

26.0

 

8.7

%

$

50.0

 

12.1

%

 

 

 

 

 

 

 

 

 

 

Operating EBITDA
- Europe and Other

 

$

20.7

 

11.7

%

$

23.6

 

13.8

%

 

The performance measurement of each of our geographic segments is based on Operating EBITDA which is defined as net income (loss) plus non-controlling interest, interest, taxes, depreciation, amortization and other expense.  Segment Operating EBITDA in North America was lower in 2008 as a result of the significantly lower volume and inflationary cost pressures offset by headcount reduction actions and facility rationalization activities.  Segment Operating EBITDA in our Europe and Other segment was negatively impacted by foreign currency as sales prices in some of our foreign markets are denominated in U.S. dollars while input costs are in other foreign currencies.  Our businesses in Western Europe also began to experience a slowdown in demand in their markets which affected our Operating EBITDA in the period.

 

Set forth below is a reconciliation of Operating EBITDA, by segment, from net income (loss):

 

 

 

North
America
2008

 

North
America
2007

 

Europe and
Other
2008

 

Europe and
Other
2007

 

Net income (loss)

 

$

(43.0

)

$

(9.3

)

$

15.3

 

$

16.1

 

Minority interest

 

0.7

 

0.3

 

0.3

 

0.9

 

Income taxes

 

(6.5

)

(5.2

)

1.2

 

2.4

 

Other expense

 

6.2

 

1.6

 

0.3

 

0.3

 

Interest

 

48.1

 

50.1

 

(5.1

)

(5.2

)

Amortization of intangible assets

 

6.8

 

8.4

 

0.3

 

0.5

 

Depreciation

 

13.7

 

14.1

 

8.4

 

8.6

 

Operating EBITDA

 

$

26.0

 

$

50.0

 

$

20.7

 

$

23.6

 

Percentage of Sales

 

8.7

%

12.1

%

11.7

%

13.8

%

 

Liquidity and Capital Resources

 

Net Debt

As at

 

(Principal amount)

 

March 31,
2008

 

December 31,
2007

 

Revolving credit facility outstanding

 

$

100.0

 

$

 

Other bank loans outstanding

 

19.0

 

17.6

 

Senior secured credit facility term loan outstanding

 

1,142.7

 

1,145.6

 

Senior subordinated notes outstanding

 

769.9

 

769.9

 

Other subsidiary long-term debt outstanding

 

11.9

 

19.0

 

Less: Cash on hand

 

110.6

 

41.8

 

Net debt outstanding

 

$

1,932.8

 

$

1,910.3

 

Notes payable and financial instruments

 

18.7

 

4.7

 

Net cash (debt) of unrestricted subsidiaries

 

0.4

 

 

Net debt outstanding as defined in the senior secured credit facilities

 

$

1,951.9

 

$

1,915.0

 

 

As at March 31, 2008, net debt as defined in the credit agreement was $36.9 million higher than at December 31, 2007 due primarily to cash consumed by seasonal working capital changes and the $18.6 million paid in respect of the acquisition

 



 

described previously.  As well, due to declining interest rates, the fair value of our interest rate swaps liability increased by $14.0 million to $17.2 million and is included in the Notes payable and financial instruments line above.

 

Debt Facilities

As at

 

 

 

March 31,
2008

 

December 31,
2007

 

Revolving credit facility capacity

 

$

350.0

 

$

350.0

 

Revolving credit facility outstanding

 

100.0

 

 

Subsidiaries’ bank loan capacity

 

32.7

 

32.7

 

Subsidiaries’ bank loan and overdrafts outstanding

 

19.0

 

17.0

 

Other subsidiary long-term debt outstanding

 

11.9

 

19.0

 

Senior secured credit facility term loan outstanding

 

1,142.7

 

1,145.6

 

Senior subordinated notes outstanding

 

769.9

 

769.9

 

 

The aggregate amount of long-term debt repayments required during the next five years ending March 31, 2012, is approximately $70.6 million, relatively unchanged from $77.7 million at December 31, 2007. Future principal debt payments are expected to be paid out of cash flows from operations, borrowings on our revolving credit facility and future refinancing of our debt.

 

To mitigate interest risk, in April 2005, we entered into a five year interest rate swap agreement converting a notional $1.15 billion of floating-rate debt into fixed rate debt that currently bears interest at 4.22% plus an applicable credit spread of 2.00%. On April 26, 2006, and April 26, 2007,  $100 million  and $150 million respectively, of the interest rate swaps amortized, leaving $900 million at a fixed rate as of December 31, 2007. After giving effect to the interest rate swaps at March 31, 2008 approximately 82% of outstanding interest-bearing debt carries a fixed interest rate and the remainder carries a floating rate. The three month LIBOR rate at March 31, 2008 was 2.69%.

 

Our ability to make scheduled payments of principal, or to pay interest or additional amounts if any, or to refinance indebtedness, or to fund planned capital expenditures or payments required pursuant to our shareholder agreements relating to our less than wholly owned subsidiaries, will depend on future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

 

In March and April 2008, we borrowed the remaining $336 million available from our $350 million senior secured revolving credit facility. Although we have no immediate needs for the additional liquidity, in light of current financial market conditions, we drew on the facility to provide ourselves with greater financial flexibility.

 

Given current economic conditions there is a possibility that we may not remain in full compliance with certain covenants contained in our senior secured credit facilities through 2008. In the event of this occurrence, we intend to take such actions available to us in respect thereof as we determine to be appropriate at such time, but there can be no assurance that any such actions will be successful.

 

We expect our current cash balance plus cash flows from operations to be sufficient to fund near-term working capital and other investment needs through 2008. There can be no assurance, however, that we will generate cash flow from operations in an amount sufficient to enable us to meet our liquidity needs. In addition, to the extent that we fail to remain in full compliance with certain covenants contained in our senior secured credit facilities, we would be in default under these facilities. If any such default occurs, the lenders under the senior secured credit facilities may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. To the extent that the lenders under the senior secured credit facilities agree to an amendment of these covenants, such amendment may result in interest being payable on these facilities at higher interest rates.

 

Senior Secured Credit Facility

 

On April 6, 2005, we entered into senior secured credit facilities which included an eight year $1.175 billion term loan due April 6, 2013 with an original interest rate of LIBOR plus 2.00% that amortizes at 1% per year. The proceeds from the senior secured credit facilities were used to fund the Transaction.

 

We also entered into a $350 million revolving credit facility which is available for general corporate purposes. The revolving credit facility interest rate is subject to a pricing grid ranging from LIBOR plus 1.75% to LIBOR plus 2.50%. As of March 31, 2007, the revolving credit facility carried an interest rate of LIBOR plus 2.50%. In addition to the senior secured credit facilities noted above, we have funded operations through cash generated from operations.

 

Our senior secured credit facilities require us to meet a minimum interest coverage ratio of 1.65 times Adjusted EBITDA and a maximum leverage ratio of 7.0 times Adjusted EBITDA as of March 31, 2008, as defined in the credit agreements (see discussion on non-GAAP measures below).

 



 

Our leverage ratio as defined in the senior secured credit facility as of March 31, 2008 was 6.71x at March 31, 2008 as compared to 6.00x at December 31, 2007.

 

Our interest coverage ratio as defined in the senior secured credit facility as of March 31, 2008 was 1.76x as compared to 1.91x at December 31, 2007.

 

Senior Subordinated Notes due 2015

 

The Senior Subordinated Notes due 2015 bear interest at 11%. The indentures relating to these notes limit our ability to:

 

·      incur additional indebtedness or issue certain preferred shares;

 

·      pay dividends on or make other distributions or repurchase our capital stock or make other restricted payments;

 

·      make certain investments;

 

·      sell certain assets;

 

·      create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;

 

·      enter into certain transactions with affiliates; and

 

·      designate subsidiaries as unrestricted subsidiaries.

 

Subject to certain exceptions, the indentures relating to our senior subordinated notes due 2015 permit us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

 

Non-GAAP measures

 

Under the indentures governing our senior subordinated notes, our ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments and paying certain dividends is tied to ratios based on Adjusted EBITDA.

 

Adjusted EBITDA is defined as net income (loss) plus interest, income taxes, depreciation and amortization, other expense (income), net, (gain) loss on refinancing, net and non-controlling interest further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under the indentures governing the notes and our senior secured credit facilities. Adjusted EBITDA is not a presentation made in accordance with GAAP, is not a measure of financial condition or profitability, and should not be considered as an alternative to (1) net income (loss) determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments and debt service requirements. We believe that the inclusion of Adjusted EBITDA herein is appropriate to provide additional information about the calculation of certain financial covenants in the indentures governing the notes and our senior secured credit facilities. Adjusted EBITDA is a material component of these covenants. For instance, both the indentures governing the notes and the senior secured credit facilities contain financial ratios that are calculated by reference to Adjusted EBITDA. Non-compliance with the financial ratio maintenance covenants contained in our senior secured credit facilities could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt incurrence ratio contained in the indentures governing the notes would prohibit us from being able to incur additional indebtedness other than pursuant to specified exceptions. Because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that the disclosure of the calculation of Adjusted EBITDA provides information that is useful to an investor’s understanding of our liquidity and financial flexibility.

 



 

The following is a reconciliation of net loss, which is a GAAP measure of our operating results, to Adjusted EBITDA as defined in our indentures and credit agreement (which we refer to as our “debt agreements”), and the calculation of the fixed charge coverage ratio, net debt and net debt to Adjusted EBITDA ratio under our debt agreements. The terms and related calculations are defined in our debt agreements, copies of which are publicly available.

 

 

 

 

Last Twelve
Months ended
December 31, 2007

 

Three
Months ended
March 31, 2007

 

Three
Months ended
March 31, 2008

 

Last Twelve
Months Ended
March 31, 2008

 

Net loss

 

$

(302.9

)

$

(3.0

)

$

(27.6

)

$

(327.5

)

Interest

 

178.2

 

44.8

 

43.1

 

176.5

 

Income taxes

 

(72.2

)

(2.8

)

(5.3

)

(74.7

)

Depreciation and amortization

 

127.4

 

31.6

 

29.2

 

124.9

 

Other expense

 

29.9

 

1.8

 

6.4

 

34.5

 

Impairment of goodwill and intangibles

 

303.8

 

 

 

303.8

 

Non-controlling interest

 

8.1

 

1.1

 

1.0

 

8.0

 

Inventory losses(a)

 

7.0

 

 

0.4

 

7.4

 

Receivables transaction charges(b)

 

5.3

 

1.6

 

0.6

 

4.3

 

Facility closures and realignments(c)

 

2.4

 

 

0.5

 

2.9

 

Stock-based awards (d)

 

1.8

 

0.8

 

0.4

 

1.4

 

Franchise and capital taxes (e)

 

4.2

 

1.1

 

0.5

 

3.6

 

Foreign exchange gains

 

(2.6

)

(0.5

)

1.2

 

(0.9

)

Employee future benefits (f)

 

1.1

 

0.3

 

 

0.8

 

Severance (g)

 

3.0

 

0.1

 

 

2.9

 

Relocation/ recruiting (h)

 

5.6

 

1.1

 

0.7

 

5.2

 

Lean Sigma, Supply Chain and HR
consulting (i)

 

7.2

 

2.1

 

0.4

 

5.5

 

(Earnings) loss of unrestricted subsidiaries

 

3.7

 

 

1.0

 

4.7

 

Other (j)

 

8.3

 

1.7

 

1.0

 

7.6

 

Adjusted EBITDA

 

$

319.4

 

$

81.9

 

$

53.5

 

$

290.9

 

 


(a)           In 2007 we recorded $7.0 million of write downs associated with facilities that were being closed and product lines that were being rationalized.

 

(b)           Represents transaction charges related to the sale of receivables.

 

(c)           We incurred cost associated with the consolidation of manufacturing sites in Florida.

 

(d)           Represents non-cash equity compensation expense.

 

(e)           Represents capital and franchise taxes and other taxes not in the nature of income taxes.

 

(f)            Represents the non-cash element of pension and post-employment benefit expense.

 

(g)           Represents severance for management changes not specifically related to restructuring activities.

 

(h)           Represents relocation and recruiting costs for changes made in management positions.

 

(i)            Represents consulting fees paid to external advisors in connection with the one-time establishment of Lean Sigma, Supply Chain and HR functions in the Company.

 

(j)            KKR monitoring / consulting fees, legal settlements and other.

 



 

Net Debt

 

1,951.9

 

Last Twelve Months Adjusted EBITDA

 

290.9

 

Ratio of Net Debt to Adjusted EBITDA

 

6.71

x

 

 

 

 

Last Twelve Months Adjusted EBITDA

 

290.9

 

Total Interest Expense

 

165.6

 

Ratio of Adjusted EBITDA to Interest Expense

 

1.76

x

 

Cash flows from Operating Activities

For the three month period ended March 31

 

 

 

2008

 

2007

 

Cash generated from (used in) operating activities

 

$

9.2

 

$

35.2

 

 

Cash flow from operations before changes in working capital was a use of $1.1 million compared to a source of $28.6 million in the prior year. The lower sales and earnings levels translated into reduced cash flow in the period. Working capital was a source of $10.3 million in the current year compared to a source of $6.6 million in the prior year. Accounts receivable consumed $7.7 million in the current year compared to $28.9 million in the prior year as the seasonal increase in sales toward the end of the quarter was not as pronounced as it was in the prior year, and that the Easter holiday fell in March this year whereas it fell in April in the prior year. Inventory was a source of cash in the quarter, although not as significant as in the prior year as our inventory reduction efforts continue. Payables were a source of cash of $11.6 million in 2008 as compared to a source of $22.2 million in the prior year. The lower volumes has affected the overall pace of purchases and we continue to pay down our restructuring reserves that were accumulated in prior years as a result of facility closures and headcount reductions.

 

Cash flows from Financing Activities

For the three month period ended March 31

 

 

 

2008

 

2007

 

Cash (used in) generated from financing activities

 

$

89.7

 

$

(26.7

)

 

Cash flow from financing activities was a source of $89.7 million as borrowings on our revolving credit facility increased in anticipation of the semi-annual and quarterly interest payments due subsequent to the quarter end in April. In the prior year, we repaid $26.7 million of debt through cash flow from operations.

 

Cash flows from Investing Activities

For the three month period ended March 31

 

 

 

2008

 

2007

 

Cash used in investing activities

 

$

(27.3

)

$

(11.9

)

 

Cash used in investing activities was $27.3 million compared to $11.9 million in the prior year. In the current year, fixed asset additions of $7.3 million were $1.6 million lower than the prior year as we re-deploy assets from closed facilities and contain capital expenditure to the highest return projects. In 2008, we paid $13.7 million for the acquisition of the remaining 25% of the equity of our facilities in Czech Republic and Poland. As part of this transaction, we also made a distribution to the non-controlling interest holder in the amount of $4.8 million. We also made other distributions to other minority interest shareholders in the amount of approximately $1.2 million. Use of cash for other investing activities of $0.4 million in 2008 consists principally of net redemptions of management stockholders. This compares to approximately $3.0 million used in the prior year for the redemption of management stockholders.

 

We believe that our current cash balance plus cash flows from operations and the availability under our revolving credit facility will be sufficient to fund near-term working capital and other investment needs.

 



 

Off-Balance Sheet Arrangements

 

Our off-balance sheet arrangements include a “Facilities Agreement” to sell up to $135 million of non-interest bearing trade accounts receivable, and an “Acquired Facilities Agreement” whereby we can sell receivables of a specific customer. Subsequent to the end of the quarter, the Facilities Agreement was terminated by the counterparty.

 

We do not have any material off-balance sheet arrangements other than those described above, which are more fully discussed in note 3 of the unaudited interim consolidated financial statements.

 

Related Party Transactions

 

We have entered into an agreement to pay Kohlberg Kravis Roberts & Co. L.P. (“KKR”) annual management fees of $2 million for services provided, payable quarterly in advance, with the amount increasing by up to 5% per year. For the three month period ended March 31, 2008 we paid KKR $0.6 million (March 31, 2007 - $0.6 million) for services rendered.

 

In addition, we paid fees of $0.4 million for the three month period ended March 31, 2008 (March 31, 2007 - $0.6 million) to KKR Capstone (“Capstone”) for services provided on a per-diem basis for management consulting services. Although neither KKR nor any entity affiliated with KKR owns any of the equity of Capstone, prior to January 1, 2007, KKR had provided financing to Capstone.