-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CqA/ZDgiqmdvCNl788J1qfN/8tRNk7UtS/itL7qClh39KCG3RdarCzU2bfe55xtP JrF77PKzId1Kq0z/06dKSw== 0001072613-02-000493.txt : 20020415 0001072613-02-000493.hdr.sgml : 20020415 ACCESSION NUMBER: 0001072613-02-000493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020325 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSILCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000863204 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060635844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-71947 FILM NUMBER: 02584432 BUSINESS ADDRESS: STREET 1: 425 METRO PL N STE 500 STREET 2: FIFTH FL CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147920468 MAIL ADDRESS: STREET 1: 425 METRO PLACE NORTH STREET 2: FIFTH FLOOR SUITE 500 CITY: DUBLIN STATE: OH ZIP: 43017 8-K 1 form8k_11139.txt FORM 8-K (DATED MARCH 25, 2002) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: MARCH 25, 2002 INSILCO TECHNOLOGIES, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-22098 06-0635844 - ---------------- ----------- ---------------------- (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NO.) IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 425 Metro Place North Fifth Floor Dublin, Ohio 43017 (614) 792-0468 -------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ================================================================================ ITEM 5. OTHER EVENTS. Insilco Holding Co.'s press releases issued March 25, 2002 are attached as exhibits and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NO. DESCRIPTION 99(a) Press release of Insilco Holding Co. issued March 25, 2002. 99(b) Press release of Insilco Holding Co. issued March 25, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSILCO TECHNOLOGIES, INC. ------------------------------- Registrant Date: March 25, 2002 By: /s/ MICHAEL R. ELIA --------------------------- Michael R. Elia Senior Vice President, Chief Financial Officer, Treasurer and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99(a) Press release of Insilco Holding Co. issued March 25, 2002. 99(b) Press release of Insilco Holding Co. issued March 25, 2002. 4 EX-99.A 3 ex99-a.txt PRESS RELEASE EXHIBIT 99(A) ------------- Excellence in Electronics and Telecommunications Components FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- INVESTORS: MICHAEL R. ELIA SR. VICE PRESIDENT & CFO (614)791-3117 MEDIA: MELODYE DEMASTUS MELROSE CONSULTING (614)771-0860 INSILCO HOLDING CO. REPORTS Q4 AND FY2001 RESULTS COLUMBUS, OHIO...MARCH 25, 2002 -- INSILCO HOLDING CO. (OTC BULLETIN BOARD: INSL) today reported sales anD operating results for its fourth quarter and full year ended December 31, 2001. The Company reported the following results on a pro forma EBITDA basis to include the results of acquisitions and exclude the results of divestitures as if they occurred at the beginning of the relevant period and to exclude impairment and amortization of goodwill, depreciation, interest, taxes, and nonrecurring items in an effort to provide a better understanding of the changes in its operating results. A complete bridge to reported results is provided in the attached supplemental financial tables. The Company reported pro forma fourth quarter sales of $51.2 million compared with $103.6 million recorded in last year's fourth quarter. The decline reflects continued weak demand from the Company's primary markets, in particular the telecommunications market. Pro forma EBITDA from ongoing operations for the current quarter was $0.3 million compared with $23.2 million recorded last year, reflecting the weak sales volume. For the year 2001, the Company reported pro forma EBITDA of $10.1 million, on pro forma sales of $246.1 million, compared to pro forma EBITDA of $90.6 million, on pro forma sales of $433.9 million, reported in the year 2000. REPORTED RESULTS The net loss for the Company's current quarter was ($73.3) million compared to a net loss of ($2.9) million recorded a year ago in the fourth quarter. The current fourth quarter results included a goodwill impairment charge of $53.0 million, in accordance with GAAP accounting rule FAS 121 related to asset impairment. The loss available to common shareholders for the fourth quarter of 2001 was ($75.4) million or ($50.33) per diluted share, versus a loss of ($4.7) million, or ($3.14) per diluted share, available to common shareholders for the 2000 fourth quarter. 1 The net loss for the Company's current full year was ($208.9) million, compared to net income of $57.7 million recorded in 2000. The loss available to common shareholders for full year 2001 was ($217.0) million or ($144.72) per diluted share, versus net income of $50.7 million, or $33.41 per diluted share, available to common shareholders for the year 2000.The year ago full year results included after tax income and gains of $69.5 million from discontinued operations. Full year 2001 results also included the goodwill impairment charge of $150.3 million related to FAS 121. Insilco Holding Co., through its wholly-owned subsidiary Insilco Technologies, Inc., is a leading global manufacturer and developer of a broad range of magnetic interface products, cable assemblies, wire harnesses, high-speed data transmission connectors, power transformers and planar magnetic products, and highly engineered, precision stamped metal components. Insilco maintains more than 1.5 million square feet of manufacturing space and has 21 locations throughout the United States, Canada, Mexico, China, Northern Ireland, Ireland and the Dominican Republic serving the telecommunications, networking, computer, electronics, automotive and medical markets. For more information visit our sites at www.insilco.com or www.insilcotechnologies.com. THE STATEMENTS MADE IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS MAY BE DEEMED FORWARD LOOKING STATEMENTS, AND, AS SUCH, ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING STATEMENTS WITH RESPECT TO: THE FORMATION OF AN AD HOC COMMITTEE OF NOTE HOLDERS, DISCUSSIONS WITH THE NOTE HOLDERS AND SENIOR SECURED LENDERS REGARDING THE COMPANY'S STRATEGIC ALTERNATIVES, CURRENT BUSINESS OPERATIONS AND FINANCIAL RESOURCES, FUTURE PROJECTS, AND THE DEVELOPMENT OF AN APPROPRIATE CAPITAL STRUCTURE. IT IS IMPORTANT TO NOTE THAT RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD CAUSE RESULTS TO DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO THE FOLLOWING: THE COMPANY'S ABILITY TO OBTAIN A CONSENSUAL AGREEMENT AMONG THE STAKEHOLDERS TO A RESTRUCTURING OF ITS CAPITAL STRUCTURE, AND THE TIMING THEREOF, THE MARKET CONDITIONS FOR OUR BUSINESS, AND OTHER FACTORS WHICH COULD NEGATIVELY IMPACT OUR OPERATING RESULTS. FURTHER INFORMATION CONCERNING FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS ARE CONTAINED FROM TIME TO TIME IN THE COMPANY'S SEC FILINGS, INCLUDING BUT NOT LIMITED TO THE COMPANY'S REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 AND SUBSEQUENT REPORTS ON FORM 10-Q. COPIES OF THESE FILINGS MAY BE OBTAINED BY CONTACTING THE COMPANY OR THE SEC. -THREE TABLES TO FOLLOW- 2 INSILCO HOLDING CO. Condensed Consolidated Statements of Operations (Unaudited) (Amounts in millions, except share and per share data) ACTUAL
Three Months Ended Twelve Months Ended December 31, December 31, ---------------------- ---------------------- 2001 2000 2001 2000 -------- -------- -------- -------- Sales $ 51.2 100.7 246.1 370.8 Cost of sales, excluding depreciation 44.4 72.6 206.3 266.9 Selling, general and administrative expenses, excluding depreciation and amortization 6.5 13.2 33.1 49.7 Depreciation and amortization expense 5.0 4.4 20.4 14.8 Goodwill impairment charge 53.0 -- 150.3 -- Significant legal and professional fees 0.1 0.2 0.2 0.5 Severance and other 3.0 0.6 6.2 1.4 Restructuring charge 0.4 -- 1.3 -- -------- -------- -------- -------- Operating income (loss) (61.2) 9.7 (171.7) 37.5 Interest expense, net (14.8) (12.0) (50.5) (50.5) Other expense, net (0.3) (0.7) (0.3) (1.0) -------- -------- -------- -------- Loss before income taxes, extraordinary item and discontinued operations (76.3) (3.0) (222.5) (14.0) Income tax benefit 3.0 0.3 13.6 5.2 -------- -------- -------- -------- Net loss before extraordinary item and discontinued operations (73.3) (2.7) (208.9) (8.8) Extraordinary item -- (0.2) -- (3.0) -------- -------- -------- -------- Loss before discontinued operations (73.3) (2.9) (208.9) (11.8) Discontinued operations, net of tax: Income from operations -- -- -- 5.9 Gain on disposal -- -- -- 63.6 -------- -------- -------- -------- Income from discontinued operations -- -- -- 69.5 Net income (loss) (73.3) (2.9) (208.9) 57.7 -------- -------- -------- -------- Preferred stock dividend (2.1) (1.8) (8.1) (7.0) -------- -------- -------- -------- Net income (loss) available to common $ (75.4) (4.7) (217.0) 50.7 ======== ======== ======== ======== Earnings (loss) before other income, interest, taxes, depreciation, amortization, and one-time items $ 0.3 14.9 6.7 54.2 ======== ======== ======== ======== Capital expenditures $ (1.0) (3.8) (6.2) (9.9) ======== ======== ======== ======== Basic Shares 1,499 1,499 1,499 1,517 ======== ======== ======== ======== Basic income (loss) per share available to common: Loss from continuing operations $ (50.33) (3.05) (144.72) (10.41) ======== ======== ======== ======== Basic income (loss) per share $ (50.33) (3.14) (144.72) 33.41 ======== ======== ======== ======== Diluted Shares 1,499 1,499 1,499 1,517 ======== ======== ======== ======== Diluted income (loss) per share available to common: Loss from continuing operations $ (50.33) (3.05) (144.72) (10.41) ======== ======== ======== ======== Diluted income (loss) per share $ (50.33) (3.14) (144.72) 33.41 ======== ======== ======== ========
3 INSILCO HOLDING CO. Reconciliation of EBITDA to Reported Operating Income (Loss) (Unaudited) (Amounts in millions)
Three Months Ended Twelve Months Ended December 31, December 31, ------------------ ------------------ 2001 2000 2001 2000 ------ ------ ------ ------ Pro Forma Sales Custom Assemblies $ 19.9 55.8 108.4 240.9 Precision Stampings 13.1 17.9 58.9 78.2 Passive Components 18.2 29.9 78.8 114.8 ------ ------ ------ ------ Total proforma sales 51.2 103.6 246.1 433.9 Pro forma cost of sales, excluding depreciation 44.4 71.4 204.5 305.8 Pro forma selling, general and administrative expenses, excluding depreciation and amortization 6.5 9.0 31.5 37.5 ------ ------ ------ ------ Proforma EBITDA (1) (2) 0.3 23.2 10.1 90.6 Acquisition related charges -- (6.2) (3.4) (18.2) Depreciation and amortization expense (5.0) (4.4) (20.4) (14.8) Goodwill impairment charge (53.0) -- (150.3) -- Significant legal and professional fees (0.1) (0.2) (0.2) (0.5) Severance and other (3.0) (0.6) (6.2) (1.4) Restructuring charges (0.4) -- (1.3) -- Acquired businesses pre-acquisition EBITDA -- (2.1) -- (18.2) ------ ------ ------ ------ Reported operating income (loss) (61.2) 9.7 (171.7) 37.5 ====== ====== ====== ======
(1) Pro forma results reflect (i) the acquisitions of TAT (February, 2000), Precision Cable (August, 2000) and InNet Technologies (January 2001) and the divestitures of Taylor Publishing and the Automotive Segment, in each case, as if they occurred at the beginning of the relevant period, and (ii) the exclusion of certain non-recurring, non-operating expense items, such as severence and asset writedowns and incentive expenses associated with the acquisitions noted in (i) above. (2) "EBITDA", which is defined as earnings before interest expense (net), income taxes, depreciation and amortization and non-operating items, is not intended to represent and should not be considered more meaningful than, or an alternative to, operating income, cash flows from operating activities or other measures of performance in accordance with generally accepted accounting principles. EBITDA data are included because we understand that such information is used by certain investors as one measure of an issuer's historical ability to service debt. While EBITDA is frequently used as a measure of operations and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies, or used in the Company's debentures, credit or other similar agreements, due to potential inconsistencies in the method of calculation. 4 INSILCO HOLDING CO. Condensed Consolidated Balance Sheets (Unaudited) (Amounts in millions) December 31, December 31, 2001 2000 ------- ------- ASSETS ------ Current assets: Cash and cash equivalents $ 27.2 28.1 Receivables, net 35.4 63.4 Inventories, net 40.5 58.8 Current portion of deferred taxes -- 2.4 Prepaid expenses 2.2 5.4 ------- ------- Total current assets 105.3 158.1 Property, plant and equipment, net 52.4 58.3 Goodwill, net 0.6 121.3 Deferred taxes -- 1.1 Other assets and deferred charges 16.3 17.7 ------- ------- Total assets $ 174.6 356.5 ======= ======= LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities: Accounts payable $ 15.4 28.7 Accrued expenses and other 19.3 34.4 Accrued interest payable 6.4 6.5 Estimated income taxes 3.5 6.9 Current portion of long-term debt 5.6 5.2 Current portion of long-term obligations 0.9 0.9 ------- ------- Total current liabilities 51.1 82.6 Senior Bank Debt 220.9 159.5 12% Senior Subordinated Notes 119.8 119.8 14% Senior Discount Notes 109.4 95.1 Other long-term debt 0.3 0.5 ------- ------- Total long term debt 450.4 374.9 Other long-term obligations 24.7 38.1 Preferred stock 55.2 47.1 Stockholders' deficit (406.8) (186.2) ------- ------- Total liabilities and stockholders' deficit $ 174.6 356.5 ======= ======= # # # 5 EX-99.B 4 ex99-b.txt PRESS RELEASE EXHIBIT 99(B) ------------- Excellence in Electronics and Telecommunications Components FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- INVESTORS: MICHAEL R. ELIA SR. VICE PRESIDENT & CFO (614)791-3117 MEDIA: MELODYE DEMASTUS MELROSE CONSULTING (614)771-0860 INSILCO HOLDING CO. BOARD OF DIRECTOR MEMBER RESIGNS Columbus, Ohio...March 25, 2002 -- Insilco Holding Co. (OTC Bulletin Board: INSL) today reported that John F. Fort III has resigned from his position as Non-Executive Chairman of the Board, effective immediately. The Company said that its Board of Directors had no intention at the present time to replace Mr. Fort and that the Board is now comprised of three non-executive directors and David A. Kauer, the current Insilco President and CEO. Insilco Holding Co., through its wholly-owned subsidiary Insilco Technologies, Inc., is a leading global manufacturer and developer of a broad range of magnetic interface products, cable assemblies, wire harnesses, high-speed data transmission connectors, power transformers and planar magnetic products, and highly engineered, precision stamped metal components. Insilco maintains more than 1.5 million square feet of manufacturing space and has 21 locations throughout the United States, Canada, Mexico, China, Northern Ireland, Ireland and the Dominican Republic serving the telecommunications, networking, computer, electronics, automotive and medical markets. For more information visit our sites at www.insilco.com or www.insilcotechnologies.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----