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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarterly Period Ended October 3, 1998
or
[ ] 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 333-26943
MOLL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3084238
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ANCHOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1427775
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1111 Northshore Drive, Suite 600
Knoxville, TN 37919-4048
(Address of Principal Executive Offices)
(Zip Code)
Registrants' Telephone Number, Including Area Code (423) 450-5300
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 X No
----- -----
Indicate the number of shares outstanding of each of the registrants'
classes of common stock, as of the latest practicable date.
Date Class Outstanding Shares
---- ----- ------------------
November 13, 1998 Anchor Holdings, Inc.
Common Stock, $.01 par value 1,551,218
November 13, 1998 Moll Industries, Inc.
Common Stock, $.01 par value 100
Moll Industries, Inc. is a wholly-owned subsidiary of Anchor Holdings, Inc.
which is a wholly-owned subsidiary of AMM Holdings, Inc.
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<PAGE>
MOLL INDUSTRIES, INC. AND ANCHOR HOLDINGS, INC.
TABLE OF CONTENTS
Page
----
Introduction 1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 2
Consolidated Balance Sheets at October 3, 1998 2
and December 31, 1997
Consolidated Statements of Operations for
the Thirteen and Thirty-nine Weeks Ended October 3, 1998
and September 30, 1997 3
Consolidated Statements of Comprehensive Income for
the Thirteen and Thirty-nine Weeks Ended October 3, 1998
and September 30, 1997 4
Consolidated Statements of Cash Flows
for the Thirteen and Thirty-nine Weeks Ended
October 3, 1998 and September 30, 1997 5-6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
ii
<PAGE>
Introduction
Moll Industries, Inc. (the "Company"), is a leading full service
manufacturer and designer of custom molded and assembled plastic components for
a broad variety of customers and end markets throughout North America and
Europe. Anchor Holdings, Inc. ("Holdings") does not have any material operations
or assets other than ownership of all the capital stock of the Company. The
Company was formed through the merger (the "Merger") of two leading plastic
injection molders, Moll PlastiCrafters Limited Partnership ("Moll") and Anchor
Advanced Products, Inc. ("Anchor"). The Merger was structured with the owners of
Moll contributing their interests in Moll to AMM Holdings, Inc. ("AMM Holdings")
in exchange for common shares of AMM Holdings. AMM Holdings contributed these
interests in Moll to Holdings, and ultimately to Anchor. Moll was then merged
with Anchor, with Anchor surviving the Merger and changing its name to "Moll
Industries, Inc." As part of the Merger, the Company assumed all the assets of
Moll. Such assets included all the equity interests in Moll's foreign
subsidiaries, which operate in France, Germany, the United Kingdom and Portugal.
As a result of the Merger, all the U.S. operating assets of Moll and Anchor are
held by the Company. As the successor corporation in the Merger, the Company
also assumed the debt and other obligations of Anchor and Moll. See note 1 to
the Notes to Consolidated Financial Statements for a description of the Merger
and the accounting treatment thereof.
Concurrently with the Merger, the Company also issued $130,000,000
aggregate principal amount of its 10 1/2% Senior Subordinated Notes due 2008
pursuant to an offering which was exempt from the registration requirements of
the Securities Act of 1933, as amended, and applicable state securities laws.
Holdings is the guarantor of the Company's 11 3/4% Series B Senior Notes due
2004 (the "Senior Notes") originally issued by Anchor.
The structure of the Company following the Merger is as indicated in the
table below:
---------------------------
AMM Holdings, Inc.
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Anchor Holdings, Inc.
---------------------------
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|
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Moll Industries, Inc.
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------------------------------------------------------------------
| | | | |
| | | | |
| | | | |
| | | | Anchor
Cepillos De Moll Industries Moll Moll Advanced
Matamoros Paderborn Industries UK, France Products Foreign
S.A. de C.V. GmbH & Co. Limited SARL Sales
Corporation
- - --------------------------------------------------------------------------------
Note: Certain subsidiaries of the Company are held through one or more
intermediate holding companies for certain corporate and tax considerations.
However, such holding companies have not been reflected on this chart.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Consolidated Balance Sheets
(in thousands and unaudited)
<TABLE>
<CAPTION>
October 3, December 31,
1998 1997
---- ----
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 19,972 $ 1,729
Accounts receivable, net of reserves for doubtful accounts
of $1,808 and $579, respectively 72,860 22,484
Inventories, net 44,082 15,580
Deposits on tooling 8,219 6,877
Equipment held for sale -- 417
Other current assets 9,465 392
-------- -------
Total current assets 154,598 47,479
Property, Plant and Equipment, net 123,039 35,418
Receivable from Affiliates 390 465
Goodwill, net 40,661 --
Other Intangible and Non-current Assets, net 21,820 3,563
-------- -------
Total assets $340,508 $86,925
======== =======
LIABILITIES AND EQUITY
Current Liabilities:
Checks drawn in excess of cash on deposit $ 989 $ 143
Customer deposits on tooling 6,160 7,412
Current portion of other long-term obligations 7,448 5,059
Accounts payable 33,260 16,588
Accrued liabilities 28,602 5,506
-------- -------
Total current liabilities 76,459 34,708
-------- -------
Notes Payable 230,000 --
-------- -------
Other Long-term Obligations, net of current portion 16,079 42,873
-------- -------
Deferred Income Taxes 7,918 10
-------- -------
Other Non-current Liabilities 6,951 1,157
-------- -------
Commitments and Contingencies -- --
-------- -------
Minority Interest -- 2,213
-------- -------
Equity:
Partners' Capital -- 5,962
Common stock ($.01 par value, 2,000 shares authorized,
1,551 shares issued and outstanding) 15 --
Additional contributed capital 2,372 --
Retained earnings (2,167) --
Accumulated other comprehensive income 2,881 2
-------- -------
Total equity 3,101 5,964
-------- -------
Total liabilities and equity $340,508 $86,925
======== =======
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
2
<PAGE>
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Consolidated Statements of Operations
(in thousands and unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
-------------------------- --------------------------
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $98,416 $31,494 $221,585 $85,248
Cost of goods sold 86,778 27,164 188,874 69,031
------- ------- -------- -------
Gross profit 11,638 4,330 32,711 16,217
Selling, general and administrative
expense 8,274 2,250 17,861 6,428
Management and consulting fee to related
parties (291) 413 907 1,254
------- ------- -------- -------
Operating income 3,655 1,667 13,943 8,535
Other expense:
Interest expense, net 6,806 1,040 11,785 2,463
Other, net (597) 841 180 1,331
------- ------- -------- -------
6,209 1,881 11,965 3,794
Income (loss) before income taxes and
extraordinary item (2,554) (214) 1,978 4,741
Provision (benefit) for income taxes (387) -- 358 --
------- ------- -------- -------
Income (loss) before extraordinary item (2,167) (214) 1,620 4,741
Extraordinary item - loss on early
extinguishment of debt -- -- 1,971 --
------- ------- -------- -------
Net income (loss) $(2,167) $ (214) $ (351) $ 4,741
======= ======= ======== =======
Earnings (loss) per share before
extraordinary item $ (1.40) $ (.14) $ 1.04 $ 3.06
======= ======= ======== =======
Earnings (loss) per share $ (1.40) $ (.14) $ (.23) $ 3.06
======= ======= ======== =======
Weighted average common shares
outstanding 1,551 1,551 1,551 1,551
======= ======= ======== =======
Pro Forma Information:
Provision (Benefit) for Income Taxes $ (387) $ 109 $ 412 $ 1,992
======= ======= ======== =======
Net income (loss) $(2,167) $ (323) $ (405) $ 2,749
======= ======= ======== =======
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
3
<PAGE>
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Consolidated Statements of Comprehensive Income
(in thousands and unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
-------------------------- --------------------------
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income (loss) $(2,167) $(214) $ (351) $4,741
Other Comprehensive Income:
Foreign currency translation
adjustment 3,326 (6) 3,206 (74)
------ ------ ------ ------
Comprehensive Income $1,159 $ (220) $2,855 $4,667
====== ====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
4
<PAGE>
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Consolidated Statements of Cash Flows
(in thousands and unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
---------------------------- ----------------------------
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (2,167) $ (214) $ (351) $ 4,741
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 4,704 1,514 9,790 3,871
Loss on early extinguishment of debt -- -- 1,971 --
Gain on disposal of fixed assets 2 (31) (132) (100)
Deferred income taxes 1,067 -- 1,266 --
Minority interest in subsidiary income -- -- 239 398
Changes in assets and liabilities, net
of assets purchased and liabilities
assumed:
Accounts receivable (6,120) (45) (11,193) (8,520)
Receivable from affiliates -- -- 74 --
Inventories 395 39 (196) (540)
Other current assets (475) 300 (1,438) 2
Deposits on tooling (86) 1,132 1,211 1,499
Other assets (1,374) (332) (2,674) (83)
Accounts payable 5,044 330 3,673 1,884
Accrued liabilities (1,361) (331) 1,420 647
Customer deposits on tooling 1,055 (2,150) (1,400) (2,235)
Checks drawn in excess of cash on
deposit (304) (401) 846 (282)
-------- ------- -------- -------
Total adjustments 2,547 25 3,457 (3,459)
-------- ------- -------- -------
Net cash provided by operating
activities 380 (189) 3,106 1,282
-------- ------- -------- -------
Cash Flows from Investing Activities:
Capital expenditures (5,167) (1,515) (12,150) (2,961)
Proceeds on disposal of fixed assets 48 69 601 169
Purchase of Hanning -- (7,182) -- (7,182)
Purchase of Somomeca -- -- (11,737) --
Purchase of Anchor (328) -- (328) --
Purchase of Gemini -- -- (9,954) --
-------- ------- -------- -------
Net cash used in investing activities (5,447) (8,628) (33,568) (9,974)
-------- ------- -------- -------
</TABLE>
(continued)
5
<PAGE>
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Consolidated Statements of Cash Flows
(in thousands and unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
------------------------------ --------------------------
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from Financing Activities:
Net proceeds from (payments on)
revolving loan facility $ -- $3,625 $ (22,161) $ 7,579
Proceeds from issuance of long-term
obligations -- 7,532 187,218 8,764
Principal payments on long-term
obligations (4,573) (927) (105,604) (3,506)
Financing costs (420) -- (7,950) --
Capital contribution from parent -- -- 2,000 --
Distributions -- (1,490) (4,795) (3,321)
Distributions to minority partners of
Reliance -- -- (643) (4)
--------- ------- --------- -------
Net cash provided by (used in)
financing activities (4,993) 8,740 48,065 9,512
--------- ------- --------- -------
Effect of Exchange Rate Changes in Cash 364 26 640 13
--------- ------- --------- -------
Net Change in Cash (9,696) (51) 18,243 833
Balance at Beginning of Period 29,668 1,762 1,729 878
--------- ------- --------- -------
Balance at End of Period $ 19,972 $1,711 $ 19,972 $ 1,711
========= ======= ========= =======
Supplemental Cash Flow Information:
Cash paid for interest $ 6,104 $ 895 $ 10,778 $ 2,591
========= ======= ========= =======
Cash paid for taxes $ 92 $ -- $ 259 $ --
========= ======= ========= =======
</TABLE>
Non-cash Transactions:
In June 1997, the Company terminated a capital lease that resulted in a
reduction of debt by $2,503 and a reduction in fixed assets by $1,205.
In June 1998, the Company distributed its investment in Reliance L.P. of $3,135
to its partners. Reliance had a cash balance of $543 at the time of the
distribution.
See accompanying notes to consolidated financial statements (unaudited).
6
<PAGE>
Anchor Holdings, Inc. and Subsidiary, Moll Industries, Inc.
Notes to Consolidated Financial Statements
(in thousands and unaudited)
Anchor Holdings, Inc. ("Holdings") was incorporated March 9, 1990, under the
laws of the State of Delaware. Holdings is the wholly-owned subsidiary of AMM
Holdings, Inc. ("AMM Holdings", formerly known as Anchor Acquisition Co.), which
is not consolidated herein. Holdings owns Moll Industries, Inc. (the "Company",
formerly known as Anchor Advanced Products, Inc.) through which, including its
subsidiaries, it designs and manufactures custom molded products and assembled
plastic components for a broad variety of customers and end markets throughout
North America and Europe. The Company's products are sold to a wide range of
end-markets, including end markets for consumer products,
telecommunication/business equipment, household appliances, automobile and
medical devices. The Company's manufacturing facilities are located primarily in
the United States, France, Germany, Mexico and the United Kingdom.
1. Merger with Moll PlastiCrafters Limited Partnership
Effective June 26, 1998, the owners of Moll PlastiCrafters Limited Partnership
("Moll") contributed their interest in Moll to AMM Holdings in exchange for
common shares of AMM Holdings. AMM Holdings contributed these interests in Moll
to Holdings and ultimately to Anchor Advanced Products, Inc. ("Anchor"). Moll
was merged into Anchor (the "Merger") at which time the name of Anchor was
changed to Moll Industries, Inc. As the owners of Moll own a majority of the
outstanding shares of AMM Holdings subsequent to the Merger, Moll is considered
the accounting acquiror in the Merger; therefore, the consolidated financial
statements presented for all periods herein are those of Moll, and exclude those
of Anchor prior to June 26, 1998. Moll utilized purchase accounting to account
for the merger; accordingly, the assets and liabilities acquired in the Merger,
which primarily relate to Anchor, were adjusted to their estimated fair values
which are as follows:
Current assets $ 40,395
Property, plant and equipment 56,122
Goodwill 22,527
Other assets 9,563
Current liabilities (13,304)
Notes payable (100,000)
Other non-current liabilities (15,303)
An evaluation of the assets acquired and liabilities assumed is in process. Upon
completion of the evaluation, net additions or reductions, if any, in the fair
values currently assigned will result in a corresponding change in goodwill.
2. Basis of Presentation
The quarterly consolidated financial statements include the accounts of Moll, as
it is the accounting acquiror in the Merger discussed in Note 1, and its
subsidiaries. All significant results of operations of companies acquired
utilizing the purchase method of accounting have been included in the
consolidated financial statements since the effective date of the acquisition
(the Hanning Companies - August 8, 1997, Somomeca Industries, Inc. - January 8,
1998, Anchor - June 26, 1998 and Gemini Plastic Services, Inc. - June 26, 1998).
The results of Reliance Products have been excluded from these consolidated
financial statements since June 26, 1998 (see Note 4). All significant
intercompany balances have been eliminated in consolidation. The quarterly
consolidated financial statements have been prepared, without audit, in
accordance with generally accepted accounting principles, pursuant to the rules
and regulations of the Securities and Exchange Commission. In the opinion of
management, the quarterly consolidated financial statements include all
adjustments which are necessary for a fair presentation of the financial
position and results of operations for the interim periods presented, such
adjustments being of a normal, recurring nature. Certain information and
footnote disclosures have been condensed or omitted pursuant to such rules and
regulations. It is suggested that these quarterly consolidated financial
7
<PAGE>
statements and notes thereto are read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 1997.
Results of operations in interim periods are not necessarily indicative of
results to be expected for a full year.
In connection with the Merger, Moll changed its financial reporting period from
one based on calendar month ends to four thirteen week periods. As a result,
Moll changed its third quarter period end from September 30 to October 3.
Earnings per share for all periods presented have been computed on a basis
assuming the number of common shares outstanding subsequent to the Merger were
outstanding for all periods presented. There are no potentially dilutive
securities currently outstanding.
Recent Accounting Pronouncements
During June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, Accounting for Derivative Instruments and
Hedging Activities. The Statement requires that derivatives and hedges be valued
at their fair value and establishes standards for the recognition of changes in
fair value. The Statement is effective for periods beginning after June 15,
1999. The Company is evaluating SFAS No. 133 to determine the impact, if any, on
its reporting and disclosure requirements.
3. Acquisitions
Effective June 26, 1998, the Company acquired the stock of Gemini Plastic
Services, Inc. ("Gemini") for cash of $10,186. Gemini was merged into the
Company immediately subsequent to the acquisition. The acquisition has been
accounted for using the purchase method with the purchase price allocated based
on the estimated fair values of the assets purchased and liabilities assumed, as
follows:
Current assets $ 4,384
Property, plant and equipment 4,571
Goodwill 6,677
Other assets 23
Current liabilities (2,818)
Non-current liabilities (2,651)
--------
$10,186
========
Effective January 8, 1998, the Company acquired Somomeca Industries, Inc.
("Somomeca"). In April 1998, the Company entered into an agreement with the
former owners of Somomeca under which the former owners will receive additional
consideration of 9,000 French Francs in lieu of consideration for the operating
results of Somomeca for the twelve months ended August 31, 1998 as required per
the purchase agreement. The additional consideration is payable in three equal
installments, the first of which was paid on August 31, 1998 and the remaining
payments being due on January 31, 1999 and 2000. The additional consideration
has been reflected as goodwill in the accompanying October 3, 1998 consolidated
balance sheet. Total cash consideration, including the additional consideration
and expenses was $15,988.
Effective August 8, 1997, the Company acquired the Hanning Companies
("Hanning"), a group of companies which had previously been under common control
for total cash consideration, including expenses, of $10,482.
An evaluation of the assets acquired and liabilities assumed is in process. Upon
completion of the evaluation, net additions or reductions, if any, in the fair
values currently assigned will result in a corresponding change in goodwill.
4. Distribution of Interest in Reliance Products, L.P.
Effective immediately prior to the Merger discussed in Note 1, Moll distributed
its interest in Reliance Products, L.P. ("Reliance") to its owners. The total
amount of such distribution was $3,135.
8
<PAGE>
5. Notes Payable
On June 26, 1998, the Company issued $130,000 of 10 1/2% Senior Subordinated
Notes due in 2008. These notes are unsecured and subordinate to substantially
all of the Company's indebtedness. The proceeds of these notes were used
primarily to repay existing indebtedness, acquire Gemini and fund other
corporate purposes.
In conjunction with the Merger, the Company assumed $100,000 of 11 3/4% Senior
Notes due 2004 originally issued by Anchor. These notes are unsecured but are
guaranteed by Holdings and certain subsidiaries of the Company.
6. Taxes
Effective June 26, 1998, the Company became a taxable entity. Prior to June 26,
1998, the Company was a partnership; accordingly, the earnings of the Company,
including the earnings of foreign subsidiaries attributable to the Company for
United States tax purposes, were included in the tax returns of the partners.
Therefore, the consolidated financial statements prior to June 26, 1998 contain
no provision for federal or state income taxes related to these earnings.
Certain of the Company's foreign subsidiaries and, subsequent to June 26, 1998,
the Company are taxable entities. The Company has accounted for income taxes for
taxable entities using the liability method which requires recognition of
deferred tax assets and liabilities for the expected future consequences of
events that have been included in the financial statements or income tax
returns.
Included in the accompanying consolidated statements of operations is a pro
forma tax provision which was calculated as if the Company, including all of its
subsidiaries, were taxable for the entire period presented.
7. Summarized Financial Information of Subsidiaries
The Company's subsidiaries, which have guaranteed the debt, are each
wholly-owned subsidiaries of the Company. Each of the subsidiaries has
guaranteed the $100,000 of 11 3/4% Senior Notes due 2004 issued by Anchor and
assumed by the Company in the Merger. As such, these entities are subject to the
reporting requirements under Section 13 or 15 (d) of the Securities Exchange Act
of 1934. Combined financial information relating to these entities since the
date of their acquisition is presented herein in accordance with Staff
Accounting Bulletin No. 53 as an addition to the notes of the consolidated
financial statements of the Company. Summarized combined financial information
for the Company's subsidiaries is as follows:
Thirteen Thirty-nine
Weeks Ended Weeks Ended
October 3, 1998 October 3, 1998
--------------- ---------------
Statement of Income Data:
Net sales $31,925 $93,781
Gross margin 3,433 11,803
Income from operations 974 4,611
Net income (loss) 746 328
October 3, December 31,
1998 1997
---- ----
Balance Sheet Data:
Current assets $ 61,774 $ 9,528
Total assets 110,356 17,591
Current liabilities 43,280 19,054
Total liabilities 106,741 19,089
Deficit 3,615 (1,498)
The financial information of Anchor Holdings is identical to that of the
Company. Therefore, summarized financial information of the Company is not
required.
9
<PAGE>
8. Other Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, which requires the reporting of comprehensive
income in addition to net income. Comprehensive income is a more inclusive
financial reporting methodology that includes disclosure of certain financial
information that historically has not been recognized in the calculation of net
income.
Information with respect to the accumulated other comprehensive income balance
is as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
-------------------------- --------------------------
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Beginning balance $ (445) $(68) $ 2 $ --
Current period change in foreign
currency translation 3,326 (6) 3,206 (74)
Accumulated foreign currency
translation associated with
distributed interest -- -- 194 --
Deferred compensation assumed in Merger -- -- (521) --
------ ---- ------ ----
$2,881 $(74) $2,881 $(74)
====== ==== ====== ====
</TABLE>
9. Pro Forma Financial Information
The following unaudited pro forma statement of operations data gives effect to
the Merger and the acquisition of Gemini as if they had occurred at the
beginning of the respective periods.
<TABLE>
<CAPTION>
Thirteen Thirty-nine
Weeks Ended Weeks Ended
October 3, 1998 October 3, 1998
---------------- ---------------
<S> <C> <C>
Net sales $98,416 $296,254
Operating income 5,059 16,091
Loss before taxes and extraordinary item (1,151) (4,517)
</TABLE>
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Report may contain forward-looking statements concerning the
Company's operations, economic performance and financial condition. All such
statements are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the control of the Company, and reflect future business decisions
that are subject to change. Some of these assumptions inevitably will not
materialize, and unanticipated events will occur that will affect the Company's
results.
The Company is a leading full service manufacturer and designer of
custom molded and assembled plastic components for a broad variety of customers
and end markets throughout North America and Europe. The Company serves over 450
customers, including leading multinational companies such as Abbott
Laboratories, Colgate-Palmolive, Kimberly-Clark, L'Oreal, Maybelline, Motorola,
Procter & Gamble, Renault, Revlon, Siemens, Whirlpool and Xerox. Products using
the Company's plastic components are sold in a wide range of end markets,
including end markets for consumer products, telecommunications/ business
equipment, household appliances, automobiles and medical devices. The Company
believes that the diversity of its customers, markets and geographic regions
creates a stable revenue base and reduces the Company's exposure to particular
market or regional economic cycles.
The Company was formed through the merger of two leading plastic injection
molders, Moll and Anchor, which were each controlled by Mr. George Votis.
Immediately prior to the Merger, Moll and Anchor were independently operated
entities. Mr. Votis acquired Moll's predecessor in 1989 and has since completed
seven acquisitions, increasing Moll's revenues from approximately $8 million in
1989 to approximately $232.4 million in 1997 on a pro forma basis, excluding the
acquisition of Anchor. Such acquisitions included the acquisition in August 1997
of Hanning, a leading supplier of injection molded plastic components for
use in digital photocopiers with manufacturing facilities located in the United
States, the United Kingdom and Germany, which had 1997 revenues of $49.6
million, and the acquisition in January 1998 of Somomeca, a French injection
molder which had 1997 revenues of $88.5 million. In March 1998, Mr. Votis
acquired Anchor, which had 1997 revenues of $161.2 million. See Note 1 to the
interim consolidated Financial Statements included in Item 1 as to the
accounting treatment of the Merger.
The Company continues to integrate the businesses which were merged. This
includes the pursuit of global opportunities with customers previously served by
each individual company, identification of core competencies the Company should
focus on to meet its strategies, modification of the cost structure within
businesses which are becoming more competitive (particularly the brush business)
and implementation of an integrated management information system.
Certain of the Company's operating data for the Thirteen and Thirty-nine
weeks ended October 3, 1998 and September 30, 1997 are set forth below as
percentages of net sales:
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
October 3, September 30, October 3, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Gross Profit 11.8% 13.8% 14.8% 19.0%
Selling, G&A 8.1% 8.5% 8.5% 9.0%
Operating Income 3.7% 5.3% 6.3% 10.0%
Other (Income)/Expense (0.6)% 2.7% -- 1.6%
Net Interest (Income)/Expense 6.9% 3.3% 5.3% 2.9%
Income Taxes (Benefit) (0.4)% -- 0.2% --
Extraordinary Item -- -- 0.9% --
Net Income (Loss) (2.2)% (0.7)% (0.1)% 5.5%
</TABLE>
11
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Results of Operations
Thirty-nine weeks ended October 3, 1998 compared to
Thirty-nine weeks ended September 30, 1997
Net Sales: Net sales for the thirty-nine weeks ended October 3, 1998 increased
$136.4 million, or 160%, to $221.6 million from $85.2 million for the
thirty-nine weeks ended September 30, 1997, due primarily to the Hanning
acquisition ($30.1 million), the Somomeca acquisition ($65.1 million), the
Anchor acquisition ($36.6 million) and the Gemini acquisition ($4.1 million).
These increases were offset by a $3 million reduction in sales due to the
divestiture of Reliance. Net sales for the remaining facilities increased $4.2
million in the period due to increased sales to existing customers.
Gross Profit: Gross profit for the first thirty-nine weeks of 1998 increased
$16.5 million, or 102%, to $32.7 million from $16.2 million for the
corresponding period in 1997 due primarily to the Hanning ($2.5 million),
Somomeca ($9.4 million) and Anchor ($4.2 million) acquisitions. These increases
were partially offset by a $0.2 million gross loss at Gemini and a $0.7 million
decrease in gross profit due to the divestiture of Reliance in June 1998. Within
the Company's historical business, gross profit increased $1.3 million due to
increased sales which were partially offset by a decline in the plastic molding
industry in the northwest United States.
SG & A Expenses: SG & A expenses increased $11.1 million, or 144%, in the first
thirty-nine weeks of 1998 to $18.8 million from $7.7 million in the 1997 period
due primarily to the Hanning ($1.9 million), Somomeca ($3.9 million), Anchor
($4.7 million) and Gemini ($1.0 million) acquisitions.
Operating Income: Operating income increased $5.4 million, or 64%, in the first
thirty-nine weeks of 1998 to $13.9 million from $8.5 million in the
corresponding nine months of 1997 due primarily to the Somomeca ($4.8 million)
acquisition offset by the acquisition of Gemini ($0.5 million). The pre merger
domestic facilities of the Company increased operating earnings $1.4 million in
the period due to the increased sales to existing customers and the reduction in
management fees beginning in the third quarter of 1998.
Interest Expense: Interest expense increased $9.3 million for the thirty-nine
weeks ended October 3, 1998 to $11.8 million from $2.5 million for the
corresponding portion of 1997, due primarily to the increased long term debt
associated with the acquisitions discussed above.
Provision for Income Taxes: For the thirty-nine weeks ended October 3, 1998 a
provision of $0.4 million has been made for income taxes. Prior period
Consolidated Financial Statements for the Company had no provision for income
taxes due to the Company's Partnership tax status which allowed the income to be
reported on the tax returns of the partners rather than the Company. As part of
the Anchor acquisition the Company became a taxable entity and the Hanning and
Somomeca acquisitions resulted in taxable entities in Germany, the United
Kingdom, France and Portugal.
Extraordinary Loss: Extraordinary loss from extinguishment of debt of $2.0
million represents unamortized fees incurred in connection with debt which was
repaid with the proceeds of the Senior Subordinated Debt.
Net Income: Net income for the first thirty-nine weeks of 1998 decreased $5.1
million to a loss of $0.4 million from income of $4.7 million for the 1997
period as a result of the items listed above.
12
<PAGE>
Thirteen Weeks ended October 3, 1998 compared to the
Thirteen Weeks ended September 30, 1997
Net Sales: Net sales for the thirteen weeks ended October 3, 1998 increased
$66.9 million, or 212%, to $98.4 million from $31.5 million for the thirteen
weeks ended September 30, 1997, due primarily to the Anchor acquisition ($36.6
million), the Somomeca acquisition ($21.7 million), the Hanning acquisition
($6.3 million) and the Gemini acquisition ($4.1 million). A decrease of $4.2
million was due to the exclusion of Reliance while the remaining facilities
recorded an increase of $3.1 million due to increased sales to existing
customers.
Gross Profit: Gross profit for the thirteen weeks ended October 3, 1998
increased $7.4 million, or 183%, to $11.6 million from $4.3 million for the 1997
period, due primarily to the acquisitions of Anchor ($4.2 million), Somomeca
($2.8 million) and Hanning ($1.0 million). The exclusion of Reliance Products
Limited Partnership reduced gross profit by $0.8 million. Within the Company's
historical business, gross profit increased to $0.2 million due to the increased
sales which were partially offset by a decline in the plastic molding industry
in the northwest United States.
SG & A Expenses: SG & A expenses for the thirteen weeks of 1998 increased $5.3
million, or 232%, to $8.0 million from $2.7 million for the corresponding period
in 1997, due primarily to the Anchor ($4.0 million), Somomeca ($1.2 million) and
Hanning ($1.1 million) acquisitions.
Operating Income: Operating income for the thirteen weeks ended October 3, 1998
increased $2.0 million, or 118%, to $3.7 million from $1.7 million for the
corresponding 1997 period, due primarily to the acquisition discussed above and
the reduction in management fees beginning in the third quarter of 1998.
Interest Expense: Interest expense for the thirteen weeks ended October 3, 1998
increased $5.8 million, or 582%, to $6.8 million from $1.0 million in the 1997
period, due primarily to the increase in debt incurred and assumed to finance
the acquisitions described above. The debt incurred for these acquisitions was
liquidated with the issuance of the Senior Subordinated Notes.
Provision for Income Taxes: For the thirteen weeks ended October 3, 1998 a
provision for tax benefit of $0.4 million has been provided. Previously the
Company's partnership tax status allowed the income to be taxed on the returns
of the Partners and therefore no Provision for Income Taxes was shown on the
Consolidated Financial Statements of the Company. The Somomeca and Hanning
acquisitions resulted in separate taxable entities in France, Portugal, Germany
and the United Kingdom. Additionally, with the Anchor acquisition the Company's
tax status changed from a Partnership to a separate taxable entity in the United
States.
Net Income: Net income for the thirteen weeks ended October 3, 1998 decreased
$2.0 million to a loss of $2.2 million from $0.2 million for the corresponding
period in 1997, as a result of the items listed above.
Liquidity and Capital Resources
The Company's liquidity requirements consist primarily of working
capital needs and capital expenditures, and required payments of interest on its
11 3/4% Senior Notes due 2004 and its 10 1/2% Senior Subordinated Notes due
2008.
Proceeds from the issuance of long term debt of $187.2 million were
used to extinguish existing bank debt of $123.2 million, purchase Somomeca
($11.8 million), and to purchase Gemini ($10.0 million). There has been no
activity on the Company's revolving line of credit. Capital expenditures for the
period ended October 3, 1998 increased $7.0 million from the same period in
1997, primarily due to the funding of construction of the Company's facility in
Rochester, New York. Cash provided from operating activities increased by $1.8
million in 1998 primarily as a result of the Hanning and Somomeca acquisitions.
13
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Inflation and Changing Prices
The Company's sales and costs are subject to inflation and price
fluctuations. However, because changes in the cost of plastic resins and nylon,
the Company's principal raw materials, are generally passed through to
customers, such changes historically have not, and in the future are not
expected to have a material effect on the Company's gross profit.
Year 2000
Historically, certain computerized systems have had two digits rather than
four digits to define the applicable year, which could result in recognizing a
date using "00" as the year 1900 rather than the year 2000. This could result in
major failures or miscalculations, and is generally referred to as the "Year
2000 issue." The Company recognizes that the impact of the Year 2000 issue
extends beyond traditional computer hardware and software to automated plant
systems and instrumentation, as well as to third parties. The Year 2000 issue is
being addressed within the Company by its individual business units, and
progress is reported periodically to management.
The Company has committed resources to conduct risk assessments and to take
corrective action, where required, within each of the following areas:
information technology, plant systems and external parties. Information
technology includes telecommunications, as well as traditional computer software
and hardware in the mainframe, midrange and desktop environments. Plant systems
include all automation and embedded chips used in plant operations. External
parties include any third party with which the Company does business.
In the information technology area, inventory and assessment audits in the
mainframe and midrange environment were completed in third quarter 1998 with
corrective action scheduled for completion by the fourth quarter 1998, except
for business application software which is expected to be completed by the
second quarter 1999. Inventory and assessment audits for telecommunications were
completed in third quarter 1998 with corrective action expected to be completed
by the second quarter 1999. Finally, inventory and assessment audits in the
desktop environment were completed in third quarter 1998, with corrective action
expected to be completed by the third quarter 1999. The companies located in
Europe will begin installing systems in the fourth quarter 1998 that will be
Year 2000 ready.
In the plant systems area, 75% of the Company's business units have
completed their inventory and assessment audits; the remaining units are
expected to complete this work by the fourth quarter 1998. The Company is
relying on vendor testing and certification with validation through limited
internal testing and/or industry test results. Downtime for normally scheduled
plant maintenance will be used to conduct testing, with corrective action
expected to be completed by the second quarter 1999.
With respect to external parties, 65% of the Company's business units have
completed their inventory audit of critical external parties. The remaining
business units are expected to complete this work by the fourth quarter 1998.
Risk assessment is expected to be complete by the fourth quarter 1998, and
monitoring of risk in this area will continue into 1999, as many external
parties will not have completed their work.
The total cost of Year 2000 activities is not expected to be material to
the Company's operations, liquidity or capital resources. Costs are being
managed within each business unit. The total cost for the Company's Year 2000
work is estimated to be $2 million. 1997 costs were $500,000, and 1998 costs
through September 1998 were $300,000. Costs exclude expenditures for replacement
systems, which were previously scheduled.
There is still uncertainty around the scope of the Year 2000 issue. At this
time the Company cannot quantify the potential impact of these failures. There
can be no assurance that there will not be a delay in, or increased costs
associated with, the Company's efforts to address the Year 2000 issue, and the
Company's inability to implement the necessary changes could have an adverse
effect on the Company. The Company's Year 2000 program and contingency plans are
being developed to address issues within the Company's control. The program
minimizes but does not eliminate the issues of external parties.
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
None.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Change in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
Form 8-K filed on July 10, 1998, reporting under Items 2, 4
and 5; no financial statements were filed.
Amendment No. 1 to Form 8-K filed on August 18, 1998,
reporting under Item 7.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 17, 1998 MOLL INDUSTRIES, INC.
By: /s/ Phyllis C. Best
----------------------------
Phyllis C. Best
Chief Financial Officer
ANCHOR HOLDINGS, INC.
By: /s/ Phyllis C. Best
----------------------------
Phyllis C. Best
Chief Financial Officer
16
