-----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, D7+fiYtO9Endcls6dWMbfMTfE3ms/YWoX0AGyJbiwjTakLLv62TXxTQ9GBLffh4N resxpfuIzBnlPrePoxIGyw== 0001157523-10-002923.txt : 20100506 0001157523-10-002923.hdr.sgml : 20100506 20100506161611 ACCESSION NUMBER: 0001157523-10-002923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100506 DATE AS OF CHANGE: 20100506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 061398235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 10808339 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 8595728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 8-K 1 a6274538.htm GENERAL CABLE CORPORATION 8-K


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 (Date of earliest event reported):  May 6, 2010

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware   001-12983   06-1398235

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky

 

41076-9753

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

(859) 572-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On May 6, 2010, the registrant issued a press release, a copy of which is furnished as Exhibit 99 hereto and is incorporated herein by reference.

The information being furnished pursuant to Item 2.02, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01 Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, furnished as part of this report.  

(d)   The Exhibit furnished in this report is listed in the Index to Exhibits.


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 hereunto duly authorized.  

 

GENERAL CABLE CORPORATION

 

May 6, 2010

/s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President, General

Counsel and Secretary


INDEX TO EXHIBITS

Exhibit
Number

 

Description

 

Method
of Filing

 

99

General Cable Corporation Press Release dated May 6, 2010

Furnished Herewith

EX-99 2 a6274538ex99.htm EXHIBIT 99

Exhibit 99

General Cable Reports First Quarter Results

  • Diluted earnings per share before items of $0.50;
  • Second quarter diluted earnings per share guidance of $0.50 to $0.60 before items;
  • ROW and early cycle businesses in North America begin to stabilize

HIGHLAND HEIGHTS, Ky.--(BUSINESS WIRE)--May 6, 2010--General Cable Corporation (NYSE: BGC), one of the most globally diversified industrial companies, reported today revenues and earnings for the first quarter ended April 2, 2010. Loss per share for the first quarter of 2010 was $0.15. Included in these results were $0.56 per share of charges related to the January 2010 devaluation of the Venezuelan Bolivar and $0.09 per share of non-cash convertible debt interest expense. Before the impact of these items, adjusted non-GAAP earnings per share for the first quarter of 2010 would have been $0.50.

Highlights

  • Acquired an energy cable business in South Africa
  • Acquired Beru SAS, a premier European manufacturer of ignition wire harnesses
  • Received the Delphi Pinnacle Award which recognizes General Cable as an elite and world class original equipment supplier
  • Changed method of accounting for inventory from last-in, first-out (LIFO) to average cost

First Quarter Results

Net sales for the first quarter of 2010 were $1,098.0 million, a decrease of $262.4 million, or 19.3%, compared to the first quarter of 2009 on a metal-adjusted basis. Volume based on metal pounds sold, without the impact of incremental volume from acquired businesses, decreased 17.2% in the first quarter of 2010 compared to 2009, and was down 9.1% compared to the fourth quarter of 2009.

Operating income was $57.3 million in the first quarter of 2010 compared to a loss of $22.9 million in the first quarter of 2009, an increase of $80.2 million. The increase in operating income was principally the result of the significant and rapid decline in copper prices which were down 54% in the first quarter of 2009 compared to the third quarter of 2008. As this occurred, the Company recognized higher priced inventory in its cost of sales under the average cost method while at the same time market pricing for many of its products was falling, resulting in an operating loss in the year-ago period. In addition, the Company is benefiting from the favorable impact of cost reduction efforts made throughout 2009, particularly selling, general and administrative expenses, and volume growth in certain early cycle businesses. These items combined more than offset lower overall demand and lower value added pricing in many of the Company’s end markets. Operating margin was 5.2% in the first quarter of 2010, an increase of approximately 690 basis points from the negative operating margin of 1.7% in the first quarter of 2009 on a metal-adjusted basis.


Gregory B. Kenny, President and Chief Executive Officer of General Cable, said, “I believe we are nearing the cyclical trough in North America and ROW. Some positive signals in the United States continue to develop. GDP is entering its fourth quarter of expansion, electricity usage appears to have stabilized and is expected to move higher, housing starts have stabilized and moved up from their lows, and industrial factory utilization rates have been increasing.”

The Company’s early cycle products, specifically cables for MRO, OEM and networking applications in North America experienced a first quarter volume improvement of 4.9% compared to the prior year as measured by metal pounds sold. Sequentially, volumes in these businesses were up 8.4% in the first quarter compared to the fourth quarter of 2009. In ROW, volumes sold were less than expected principally due to a slower than expected start to the year in Venezuela as the country coped with new exchange rate regulations, currency devaluation, and a national shortage of electricity. Brazil also experienced a slow start as shipments on a number of major grid expansion projects have been re-scheduled to later in the year. Excluding the impact of these two items, volumes in ROW were up 3.5% sequentially in the first quarter of 2010 compared to the fourth quarter of 2009.

“Conditions in Europe continue to be difficult. Volumes, particularly in southern Europe, appear to be stabilizing at very low levels while the pricing environment remains weak,” Kenny continued. “We do not believe that the economic conditions in Spain will improve meaningfully in the short term, and may never return to the levels experienced at the peak of the last cycle. Therefore, the Company is taking additional actions in Spain to lower our production costs further through a permanent reduction in manufacturing personnel which has been negotiated collectively with the works councils of our various operations in Spain. Charges related to these efforts are expected to be approximately $9.0 million in the second quarter and are included in our outlook below.”

Liquidity

Net debt was $506.9 million at the end of the first quarter of 2010, an increase of $84.0 million from the end of the fourth quarter of 2009. The increase in net debt is a result of normal seasonal investments in inventory as factories return from year-end maintenance shutdowns as well as the impact of the reduction in equivalent U.S. dollars related to the devaluation of the Venezuelan Bolivar. The Company continues to maintain adequate liquidity to fund operations, which could include increased working capital requirements as a result of higher metal costs, internal growth, and continuing product and geographic expansion opportunities.

Preferred Stock Dividend

In accordance with the terms of the Company’s 5.75% Series A Convertible Redeemable Preferred Stock, the Board of Directors has declared a regular quarterly preferred stock dividend of approximately $0.72 per share. The dividend is payable on May 25, 2010 to preferred stockholders of record as of the close of business on April 30, 2010. The Company expects the quarterly dividend payment to be less than $0.1 million.


Second Quarter 2010 Outlook

“As our markets stabilize, the Company is beginning to see the benefit of the accelerated cost cutting efforts made throughout 2009. We are also beginning to see a return to normalcy in terms of seasonal patterns in our business with the Company expected to produce the highest volumes and earnings of the year in the second quarter. Overall, we expect to report double digit sequential volume growth in the second quarter, and single digit year over year volume growth. The wire and cable industry has a long way to go in terms of absorbing excess capacity and improving value-added prices; however, it appears to be at the beginning of the recovery process. For the second quarter, the Company expects to report earnings before items in the range of $0.50 to $0.60 per share on revenues of approximately $1.2 to $1.3 billion. This outlook is burdened by approximately $0.12 per share for restructuring charges principally in Spain and reflects uncertainties related to the Company’s application for preferential foreign exchange treatment for copper purchases in Venezuela, recently declining copper prices, and a stronger U.S. dollar,” Kenny concluded. A reconciliation of expected GAAP earnings per share is as follows:

  Q2 2010

Guidance

  Q2 2009

Actual

GAAP earnings per share $0.41 - $0.51 $0.59
 
Non-cash convertible interest expense 0.09 0.15
Adjusted Non-GAAP earnings per share $0.50 - $0.60 $0.74
 

Reconciliation of Non-GAAP Measures

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we discuss in this earnings release earnings per share for the first quarter of 2010 and 2009 as adjusted for the impact of non-cash convertible debt interest expense and the impact of the devaluation of the Venezuelan Bolivar. These Company-defined adjusted measures are being provided because management believes they are useful in analyzing the operating performance of the business. These measures may be inconsistent with similar measures presented by other companies and should only be used in conjunction with our results reported according to accounting principles generally accepted in the United States. A reconciliation of earnings per share as reported to adjusted non-GAAP earnings per share follows:

  First Quarter EPS
2010   2009
EPS as Reported $ (0.15) $ (0.52)
Adjustments to reconcile EPS:

Non-cash convertible interest expense

0.09

0.14

Devaluation of Venezuelan Bolivar 0.56 -
 
Adjusted Non-GAAP EPS $ 0.50 $ (0.38)
 

General Cable will discuss first quarter results on a conference call and webcast at 8:30 a.m. ET, May 7, 2010. For more information please see our website at www.generalcable.com.

Effective January 1, 2010, the Company changed its method of valuing all of its inventories that used the LIFO method to the average cost method. The Company applied this change in accounting principle retrospectively to all prior periods presented herein.

General Cable Corporation (NYSE:BGC), a Fortune 500 Company, is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, and communications markets. Visit our website at www.generalcable.com.

Risk Factors and Forward-Looking Statements

Certain statements in this press release, including, without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company’s or management’s beliefs, expectations or opinions, are forward-looking statements. 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 the economic strength and competitive nature of the geographic markets that the Company serves; economic, political and other risks of maintaining facilities and selling products in foreign countries including the impact of significant fluctuations in the value of the U.S. dollar against foreign currencies and currency devaluations; changes in industry standards and regulatory requirements; advancing technologies, such as fiber optic and wireless technologies; volatility in the price of copper and other raw materials, as well as fuel and energy and the Company’s ability to reflect such volatility in its selling prices; interruption of supplies from the Company’s key suppliers; compliance with foreign and U.S. laws applicable to our international operations; potential adverse impact from environmental liabilities; risks from liabilities assumed in acquisitions; substantial indebtedness could adversely affect our business and financial condition; potential cross-defaults on our financing arrangements if we fail to comply with covenants and other provisions of financing arrangements; impact of a downgrade in our financial strength; the failure to negotiate extensions of the Company’s labor agreements on acceptable terms; the Company’s ability to increase manufacturing capacity and achieve productivity improvements; the Company’s dependence upon distributors and retailers for non-exclusive sales of certain of the Company’s products; pricing pressures in the Company’s end markets; the Company’s ability to maintain the uncommitted accounts payable or accounts receivable financing arrangements in its European operations; the impact of any additional charges in connection with plant closures and the Company’s inventory accounting practices; the impact of certain asbestos litigation, unexpected judgments or settlements and environmental liabilities; the ability to successfully identify, finance and integrate acquisitions; the impact of terrorist attacks or acts of war which may affect the markets in which the Company operates; the Company’s ability to retain key employees; the Company’s ability to service debt requirements and maintain adequate domestic and international credit facilities and credit lines; the impact on the Company’s operating results of its pension accounting practices; volatility in the market price of the Company’s common stock all of which are more fully discussed in the Company's Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2010 as well as periodic reports filed with the Commission.

TABLES TO FOLLOW


 
General Cable Corporation and Subsidiaries
Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
   
     
Three Fiscal Months Ended
April 2, April 3,
2010 2009
Net sales $ 1,098.0 $ 1,041.3
Cost of sales   960.4     969.2  
Gross profit 137.6 72.1
 

Selling, general and administrative expenses

  80.3     95.0  
Operating income (loss) 57.3 (22.9 )
Other income (expense) (36.5 ) 3.5
Interest income (expense):
Interest expense (19.0 ) (22.5 )
Interest income   1.1     1.2  
  (17.9 )   (21.3 )
 
Income (loss) before income taxes 2.9 (40.7 )
Income tax (provision) benefit (8.3 ) 14.9
Equity in net earnings of affiliated companies   0.3     0.1  
Net loss including noncontrolling interests (5.1 ) (25.7 )
Less: preferred stock dividends 0.1 0.1
Less: net income attributable to noncontrolling interest   2.6     1.4  
Net loss attributable to Company common shareholders $ (7.8 ) $ (27.2 )
EPS
Loss per common share - basic $ (0.15 ) $ (0.52 )
Weighted average common shares - basic   52.0     51.9  

Loss per common share- assuming dilution

$ (0.15 ) $ (0.52 )

Weighted average common shares- assuming dilution

  52.0     51.9  
 

General Cable Corporation and Subsidiaries
Consolidated Statements of Operations
Segment Information
(in millions)
(unaudited)
       
Three Fiscal Months Ended
April 2,   April 3,
2010 2009
Revenues (as reported)
North America $ 407.0 $ 369.2
Europe and North Africa 357.2 370.5
Rest of World   333.8     301.6  
Total $ 1,098.0   $ 1,041.3  
 
Revenues (metal adjusted)
North America $ 407.0 $ 468.4
Europe and North Africa 357.2 465.6
Rest of World   333.8     426.4  
Total $ 1,098.0   $ 1,360.4  
 
Metal Pounds Sold
North America 64.9 82.3
Europe and North Africa 68.9 79.9
Rest of World   73.6     87.9  
Total   207.4     250.1  
 
Operating Income (loss)
North America $ 30.4 $ (17.7 )
Europe and North Africa 5.9 (4.1 )
Rest of World   21.0     (1.1 )
Total $ 57.3   $ (22.9 )
 
Return on Metal Adjusted Sales
North America 7.5 % -3.8 %
Europe and North Africa 1.7 % -0.9 %
Rest of World 6.3 % -0.3 %
Total Company 5.2 % -1.7 %
 
Capital Expenditures
North America $ 2.1 $ 9.5
Europe and North Africa 6.2 27.9
Rest of World   11.4     9.4  
Total $ 19.7   $ 46.8  
 
Depreciation & Amortization
North America $ 8.8 $ 8.7
Europe and North Africa 9.4 7.7
Rest of World   8.1     8.6  
Total $ 26.3   $ 25.0  
 
Revenues by Major Product Lines
Electric Utility $ 319.3 $ 380.0
Electrical Infrastructure 323.1 267.5
Construction 268.5 227.8
Communications 133.6 139.7
Rod Mill Products   53.5     26.3  
Total $ 1,098.0   $ 1,041.3  
 

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except share data)

Assets

April 2,
2010

 

December 31,
2009

Current Assets: (unaudited)
  Cash and cash equivalents $ 426.3 $ 499.4

Receivables, net of allowances of $19.9 million at April 2, 2010 and $21.9 million at December 31, 2009

885.1 903.6
Inventories 1,108.5 1,002.4
Deferred income taxes 46.2 52.6
Prepaid expenses and other   95.7     94.7  
Total current assets 2,561.8 2,552.7
Property, plant and equipment, net 998.0 1,015.3
Deferred income taxes 21.8 24.1
Goodwill 163.0 157.4
Intangible assets, net 198.8 197.6
Unconsolidated affiliated companies 9.7 10.2
Other non-current assets   64.4     56.8  
Total assets $ 4,017.5   $ 4,014.1  

Liabilities and Total Equity

Current Liabilities:
Accounts payable $ 840.3 $ 762.5
Accrued liabilities 321.9 361.9
Current portion of long-term debt   69.9     53.0  
Total current liabilities 1,232.1 1,177.4
Long-term debt 863.3 869.3
Deferred income taxes 193.4 209.5
Other liabilities   237.0     248.1  
Total liabilities   2,525.8     2,504.3  
Commitments and Contingencies
Total Equity:
Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share)
April 2, 2010 - 76,202 outstanding shares
December 31, 2009 - 76,202 outstanding shares 3.8 3.8
Common stock, $0.01 par value, issued and outstanding shares:
April 2, 2010 - 52,103,344 (net of 6,198,013 treasury shares)
December 31, 2009 - 52,008,052 (net of 6,187,527 treasury shares) 0.6 0.6
Additional paid-in capital 639.5 637.1
Treasury stock (73.1 ) (72.9 )
Retained earnings 798.3 806.1
Accumulated other comprehensive loss   (10.3 )   (8.9 )
Total Company shareholders' equity 1,358.8 1,365.8
Noncontrolling interest   132.9     144.0  
Total equity   1,491.7     1,509.8  
Total liabilities and equity $ 4,017.5   $ 4,014.1  

CONTACT:
General Cable Corporation
Michael P. Dickerson,
Vice President of Finance and
Investor Relations 859-572-8684

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