EX-99.2 3 a04-8590_1ex99d2.htm EX-99.2

Exhibit 99.2

 

KRONE COMMUNICATIONS BUSINESS

COMBINED STATEMENTS OF OPERATIONS

(In thousands)

(unaudited)

 

 

 

Successor

 

Predecessor

 

 

 

Three Months
Ended
March 31, 2004

 

Three Months
Ended
March 31, 2003

 

Net revenues

 

$

83,897

 

$

67,711

 

Cost of sales

 

56,828

 

48,618

 

Selling, general and administrative expense

 

21,817

 

18,567

 

Restructuring and impairment charges

 

104

 

 

Operating profit

 

5,148

 

526

 

Interest expense

 

4,166

 

3,980

 

Interest income

 

233

 

185

 

Reorganization items

 

 

(175

)

Other (income) expense, net

 

(1,690

)

1,769

 

Income (loss) before income taxes

 

2,905

 

(4,863

)

Income tax provision

 

1,541

 

143

 

Net income (loss)

 

$

1,364

 

$

(5,006

)

 

See the accompanying notes to the consolidated financial statements.

 

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KRONE COMMUNICATIONS BUSINESS

COMBINED BALANCE SHEETS

(In thousands)

(unaudited)

 

 

 

Successor

 

 

 

March 31, 2004

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

 

$

33,174

 

Receivables, net

 

59,199

 

Inventories

 

42,623

 

Deferred income taxes

 

1,795

 

Other current assets

 

4,807

 

Total current assets

 

141,598

 

Property, plant and equipment, net

 

61,312

 

Deferred income taxes

 

52,107

 

Other assets

 

2,661

 

Total assets

 

$

257,678

 

 

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

$

26,506

 

Accrued liabilities

 

50,863

 

Current portion of long-term debt

 

14,858

 

Total current liabilities

 

92,227

 

Long-term debt

 

193,329

 

Pension and postretirement obligations

 

58,168

 

Other liabilities

 

29,989

 

Total liabilities

 

373,713

 

Equity (deficit):

 

 

 

Group equity (deficit)

 

(118,443

)

Accumulated other comprehensive income

 

2,408

 

Total equity (deficit)

 

(116,035

)

Total liabilities and equity (deficit)

 

$

257,678

 

 

See the accompanying notes to the consolidated financial statements.

 

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KRONE COMMUNICATIONS BUSINESS

COMBINED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 

 

 

Successor

 

Predecessor

 

 

 

Three Months
Ended
March 31, 2004

 

Three Months
Ended
March 31, 2003

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss) from continuing operations

 

$

1,364

 

$

(5,006

)

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,533

 

3,349

 

Reorganization items

 

 

(175

)

Net loss (gain) on disposition of long-term assets

 

14

 

(14

)

Increase in receivables

 

281

 

846

 

Increase (decrease) in inventories

 

(2,129

)

990

 

Increase in accounts payable

 

3,453

 

561

 

Increase (decrease) in accrued liabilities

 

3,268

 

(11

)

Decrease in other liabilities and assets, net

 

(255

)

(1,117

)

Net cash provided by (used for) operating activities

 

8,529

 

(577

)

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(1,948

)

(1,239

)

Proceeds from sales or disposals of long-term assets

 

176

 

28

 

Net cash used for investing activities

 

(1,772

)

(1,211

)

Cash flows from financing activities:

 

 

 

 

 

Repayment of long-term debt

 

(4,524

)

(407

)

Net transactions with parent

 

(2,818

)

1,589

 

Net cash provided by (used for) financing activities

 

(7,342

)

1,182

 

Effect of exchange rate changes on cash

 

430

 

390

 

Decrease in cash and cash equivalents

 

(155

)

(216

)

Cash and cash equivalents at beginning of period

 

33,329

 

27,437

 

Cash and cash equivalents at end of period

 

$

33,174

 

$

27,221

 

Supplemental information:

 

 

 

 

 

Cash paid for income taxes

 

$

989

 

$

951

 

Cash paid for interest

 

$

162

 

$

272

 

 

See the accompanying notes to the consolidated financial statements.

 

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KRONE COMMUNICATIONS BUSINESS

NOTES TO THE COMBINED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(unaudited)

 

Note 1 – Basis of Presentation

 

These combined financial statements include the results of Krone International Holding Inc. and Krone Digital Communications Inc. (together, the “Companies”) along with their consolidated subsidiaries (collectively, the “Krone Communications Business”).  During the periods presented in the accompanying financial statements, both of the Companies were indirect wholly-owned subsidiaries of GenTek, Inc. (“GenTek”).  The Krone Communications Business is a global provider of products, systems and services to the global markets for telecommunications and data networking equipment and services, and in particular, the public telecom and private enterprise network markets.

 

Costs for certain members of the management of the Krone Communications Business were borne by GenTek.  These costs, which totaled $777 and $647 for the quarters ending March 31, 2004 and 2003, respectively, have been charged to the Krone Communications Business.  In addition, the Krone Communications Business is included in GenTek’s insurance policies.  The Krone Communications Business ratable share of the premiums for these policies, totaling $183 and $276 for the quarters ending March 31, 2004 and 2003, respectively, have been charged to the Krone Communications Business.  In the opinion of management, the accompanying combined financial statements reflect all costs of doing business for the Krone Communications Business.

 

The accompanying unaudited combined financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2004 are not indicative of the results that may be expected for the year ending December 31, 2004.  These statements should be read in conjunction with the combined financial statements and the notes thereto for the year ended December 31, 2003 included elsewhere herein.

 

On October 11, 2002, GenTek and 31 of its direct and indirect subsidiaries, including the Companies (collectively, the “Debtors”), filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.  The Debtors’ joint plan of reorganization was confirmed on October 7, 2003 and became effective in accordance with its terms on November 10, 2003.

 

The combined financial statements have been prepared in accordance with Statement of Position 90-7 (“SOP 90-7”), Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,” and on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business.  In connection with its emergence from bankruptcy on November 10, 2003, GenTek, and therefore, the Companies have adopted fresh-start reporting in accordance with SOP 90-7.  Accordingly, the post-emergence financial statements (“Successor”) are not comparable with its pre-emergence financial statements (“Predecessor”).

 

Note 2 – Reorganization Items
 

Reorganization items for the three months ended March 31, 2003 consist of income from the settlement of pre-petition liabilities.

 

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Note 3 – Comprehensive Income (Loss)
 

Total comprehensive income (loss) is comprised of net income (loss) and foreign currency translation adjustments.  Total comprehensive income (loss) for the three months ended March 31, 2004 and 2003 was $2,408 and $(2,721), respectively.

 

Note 4 – Inventories

 

 

 

Successor

 

 

 

March 31,
2004

 

Raw materials

 

$

13,851

 

Work in process

 

9,183

 

Finished products

 

19,314

 

Supplies and containers

 

275

 

 

 

$

42,623

 

 

Note 5 – Restructuring and Impairment Charges
 

The Company’s restructuring actions during 2003 consist of exiting a facility and a workforce reduction.  The Company expects to substantially complete implementation of these restructuring actions by the second quarter of 2004.  The following tables summarize the Company’s expected costs and accruals for these restructuring actions:

 

 

 

Employee
Termination
Costs

 

Facility Exit
Costs

 

Costs incurred in prior periods

 

$

5,078

 

$

22

 

Costs incurred in current period

 

29

 

75

 

Total costs expected to be incurred

 

$

5,107

 

$

97

 

 

 

 

 

 

 

Accrual balance at December 31, 2003

 

$

5,064

 

$

9

 

Provisions - Restructuring charges

 

29

 

75

 

Amounts paid

 

(1,164

)

(9

)

Accrual balance at March 31, 2004

 

$

3,929

 

$

75

 

 

The Company’s restructuring programs initiated in prior years have been completed.  The following table summarizes the liabilities for restructuring programs initiated in prior years:

 

 

 

Employee
Termination Costs

 

Balance at December 31, 2003

 

$

906

 

Amounts paid

 

(766

)

Balance at March 31, 2004

 

$

140

 

 

5



 

Note 6 – Pension and Other Postretirement Benefits

 

 

 

Pension Benefits

 

Other Postretirement
Benefits

 

 

 

Three Months Ended
March 31,

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

Service cost

 

$

107

 

$

92

 

$

5

 

$

4

 

Interest cost

 

902

 

775

 

8

 

6

 

Net periodic benefit cost

 

$

1,009

 

$

867

 

$

13

 

$

10

 

 

Note 7 – Subsequent Event

 

On May 18, 2004, GenTek sold its Krone Communications Business to ADC Telecommunications, Inc.

 

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