<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-31363-01
- --------------------------------------------------------------------------------
CONSUMERS U.S., INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2874087
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3140 William Flinn Highway, Allison Park, Pennsylvania 15101
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(Address of principal executive offices) (Zip Code)
412-486-9100
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(Registrant's telephone number, including area code)
None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ].
All voting and non-voting stock of the registrant is held by an
affiliate of the registrant. Number of shares outstanding of each
class of common stock at April 30, 2000:
Common Stock, $.01 par value, 17,000,100 shares
1 of 13
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CONSUMERS U.S., INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2000
INDEX
<TABLE>
<CAPTION>
Page No.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations and Comprehensive Income -
Three Months Ended March 31, 2000 and 1999 3
Condensed Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
PART II - OTHER INFORMATION 11
SIGNATURES 13
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
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Three Months Ended March 31,
----------------------------
2000 1999
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<S> <C> <C>
Net sales $ 153,884 $ 146,927
Costs and expenses:
Cost of products sold 143,606 137,937
Selling and administrative expenses 7,504 8,044
- -------------------------------------------------------------------------------------------
Income from operations 2,774 946
Other income, net 6,642 249
Interest expense (7,586) (7,312)
--------- ---------
Income (loss) before preferred stock dividends of subsidiary 1,830 (6,117)
Preferred stock dividends of subsidiary (1,380) (1,380)
--------- ---------
Net income (loss) $ 450 $ (7,497)
========= =========
Comprehensive income (loss) $ 450 $ (7,497)
========= =========
</TABLE>
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See Notes to Condensed Consolidated Financial Statements.
3
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CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
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March 31, December 31,
2000 1999
(unaudited)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,239 $ 5,278
Accounts receivable 62,054 53,556
Advance to affiliate 17,571 17,571
Inventories:
Raw materials and manufacturing supplies 23,973 24,415
Finished products 91,380 82,562
Other current assets 8,191 7,603
--------- ---------
Total current assets 208,408 190,985
Property, plant and equipment, net 314,849 320,001
Other assets 29,822 29,545
Strategic alliances with customers 9,731 11,089
Goodwill 49,352 50,096
--------- ---------
$ 612,162 $ 601,716
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Revolving credit facility $ 43,532 $ 40,895
Current maturities of long-term debt 2,014 2,029
Accounts payable 58,163 48,729
Accrued expenses 33,751 38,058
Accrued interest 8,989 5,953
Accrued compensation and employee benefits 22,469 23,895
--------- ---------
Total current liabilities 168,918 159,559
Long-term debt 209,852 210,208
Long-term pension liabilities 25,691 24,569
Long-term post-retirement liabilities 59,318 59,464
Other long-term liabilities 33,757 35,120
--------- ---------
328,618 329,361
Commitments and contingencies
Redeemable preferred stock 72,210 70,830
--------- ---------
Minority interest 6,460 6,460
--------- ---------
Stockholder's equity:
Common stock 170 170
Capital in excess of par value 88,630 88,630
Accumulated deficit (52,844) (53,294)
--------- ---------
35,956 35,506
--------- ---------
$ 612,162 $ 601,716
========= =========
</TABLE>
- ---------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.
4
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CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Three Months Ended March 31,
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 450 $ (7,497)
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
Depreciation and amortization 14,294 14,715
Gain on sale of property, plant and equipment (4,107) --
Dividends accrued on preferred stock of subsidiary 1,380 1,380
Other 116 119
Decrease in cash resulting from changes in
assets and liabilities (9,299) (463)
-------- --------
2,834 8,254
- -------------------------------------------------------------------------------------------
Cash flows from investing activities:
Expenditures for property, plant and equipment (16,648) (16,466)
Deposit of sale proceeds into escrow account (10,000) --
Withdrawal of funds from escrow account 15,497 --
Proceeds from sale of property, plant and equipment 8,000 --
Payments of strategic alliance with customers (550) (2,000)
Other (969) (500)
-------- --------
(4,670) (18,966)
- -------------------------------------------------------------------------------------------
Cash flows from financing activities:
Principal payments of long-term debt (450) (175)
Net draws on revolving credit facility 2,637 7,708
Other, primarily financing fees (390) (137)
-------- --------
1,797 7,396
- -------------------------------------------------------------------------------------------
Cash and equivalents:
Decrease in cash and cash equivalents (39) (3,316)
Balance, beginning of period 5,278 4,106
-------- --------
Balance, end of period $ 5,239 $ 790
======== ========
- -------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Interest payments, net $ 3,998 $ 3,676
======== ========
Income tax payments (refunds), net $ -- $ --
======== ========
</TABLE>
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See Notes to Consolidated Condensed Financial Statements.
5
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CONSUMERS U.S., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTE 1 - MANAGEMENT'S RESPONSIBILITY
In the opinion of Management, the accompanying condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
2000 and the results of operations and cash flows for the three months ended
March 31, 2000 and 1999.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the Financial Statements of
Consumers U.S., Inc., consolidated with its majority-owned subsidiary, Anchor
Glass Container Corporation ("Anchor"), (together, the "Company") included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
The results of operations for the interim periods are not necessarily indicative
of the results of the full fiscal year.
NOTE 2 - SALE OF CLOSED MANUFACTURING FACILITY
In March 2000, Anheuser-Busch Companies, Inc. ("Anheuser-Busch")
purchased Anchor's previously closed Houston, Texas glass container
manufacturing facility and certain related operating rights. Anchor received
proceeds of $10,000 from the sale. Concurrently, Consumers Packaging Inc.
("Consumers"), the Company's indirect parent, for an aggregate consideration of
$15,000, entered into a contract with Anheuser-Busch to manage the renovation
and provide the technical expertise in the re-opening of the Houston facility,
while simultaneously agreeing to give up all rights under a joint venture
agreement with Anheuser-Busch to own and operate the Houston facility. Anchor
expects to negotiate a contract with Anheuser-Busch to provide management
assistance in the operations of the facility upon its refurbishment.
NOTE 3- REDEEMABLE PREFERRED STOCK
Anchor has designated 2,239,320 shares as Series A Preferred Stock. The
Series A Preferred Stock ranks, as to dividends and redemption and upon
liquidation, prior to all other classes and series of capital stock of Anchor.
The holders of Series A Preferred Stock are entitled to receive, when and as
declared by the Board of Directors of Anchor, cumulative dividends, payable
quarterly in cash, at an annual rate of 10%. Unpaid dividends have been accrued
and included with the value of the related preferred stock on the condensed
balance sheets.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Consumers U.S. Inc. was formed in January 1997 to consummate the Anchor
Acquisition. Consumers U.S. Inc. is a holding company whose only asset is the
ownership of 59.1% of its sole subsidiary, Anchor Glass Container Corporation
("Anchor") (together, the "Company"). On February 5, 1997, pursuant to an Asset
Purchase Agreement, Anchor acquired substantially all of the assets and assumed
certain liabilities, of the former Anchor Glass Container Corporation ("Old
Anchor"), now being liquidated in a proceeding under Chapter 11 of the U.S.
Bankruptcy Code of 1978, as amended. Anchor purchased eleven operating glass
container manufacturing facilities and other related assets (the "Anchor
Acquisition"). Prior to the Anchor Acquisition, neither Anchor nor the Company
had any operations.
RESULTS OF OPERATIONS
Net Sales. Net sales for the first quarter of 2000 were $153.9 million
compared to $146.9 million for the first quarter of 1999, an increase of $7.0
million, or 4.7% on a volume increase of approximately 6%. This increase in net
sales dollars was principally as a result of the increase in shipment volume,
particularly in the beer and tea product lines. Also, this improvement reflects
some minor increases in pricing.
Cost of Products Sold. The Company's cost of products sold in the first
quarter of 2000 was $143.6 million (or 93.3% of net sales), while the cost of
products sold for the first quarter of 1999 was $137.9 million (or 93.9% of net
sales). The decrease in the percentage of cost of products sold for the first
quarter of 2000 as compared with the first quarter of 1999 principally reflects
the benefits of the cost savings strategies that the Company began to implement
in prior years. Also, this decrease reflects improved margins in the beer and
tea product lines. These cost decreases are partially offset by increases in
other manufacturing costs. Effective April 1, 1999, Anchor finalized its labor
contract with approximately 90% of its hourly personnel. As a result, the
Company experienced an increase in hourly labor costs and pension expense
beginning in the second quarter of 1999. In addition, the Company experienced
increases in the cost of natural gas and corrugate as compared to the same
quarter of the preceding year.
Selling and Administrative Expenses. Selling and administrative
expenses for the first three months of 2000 were approximately $7.5 million (or
4.9% of net sales), while selling and administrative expenses in the first three
months of 1999 were $8.0 million (or 5.5% of net sales). This decrease in
selling and administrative expenses, in total dollars and as a percentage of net
sales, reflects increased allocations of overhead expenses to affiliated
companies resulting from the integration of corporate functions, partially
offset by generally increased costs overall. The quarter to quarter comparison
also reflects the spending in 1999 associated with compliance of the Year 2000
issue, which is non-recurring in the current year.
Net Income (Loss). The Company had a net income in the first quarter of
2000 of approximately $0.5 million as compared to a net loss of $7.5 million in
the first quarter of 1999. The results of the 2000 first quarter included a gain
on sale of the previously closed Houston, Texas glass container manufacturing
facility of approximately $4.1 million and a gain of approximately $2.0 million
of certain operating rights related to the Texas facility, both included in
Other income, net. Excluding these sales transactions, the Company would have
reported a loss of approximately $5.7 million.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of 2000, operating activities provided $2.8
million in cash as compared to $8.3 million in the same period of 1999. This
decrease in cash provided reflects the improvement in earnings adjusted for
changes in working capital items. Accounts receivable increased approximately
$8.5 million as compared with the December 1999 year end, primarily reflecting
the increased sales and the impact of providing extended credit terms, with
certain customers whose sales were greater in the first quarter of 2000.
Accounts receivable at March 1999 decreased by approximately $12.6 million from
year end 1998 reflecting the receipt of $20.0 million of intercompany receivable
balances, offset by the impact of similar extended
7
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credit terms. The reduction of accounts payable consumed approximately $3.2
million in cash in the first quarter of 1999, while the increase in accounts
payable in the first three months of 2000 provided approximately $9.4 million.
The net effect of these working capital changes accounted for a reduction in
cash provided of approximately $8.5 million.
Cash consumed in investing activities for the first three months of
2000 and 1999 were $4.7 million and $19.0 million, respectively. Capital
expenditures in the 2000 first quarter were $16.6 million compared to $16.5
million in the same quarter of 1999. In the first three months of 2000, the
Company applied cash, deposited into escrow, to fund capital expenditures in the
first quarter, as provided for under the terms of the indentures. These escrowed
funds resulted from the proceeds of assets sold in the fourth quarter of 1999
and the first quarter of 2000.
In conjunction with the Anchor Acquisition, Anchor entered into a
credit agreement providing for a $110.0 million Revolving Credit Facility (the
"Anchor Revolving Credit Facility"). At April 30, 2000, advances outstanding
under the Anchor Revolving Credit Facility were $43.5 million, borrowing
availability was $11.4 million and total outstanding letters of credit on this
facility were $11.3 million. Net cash of $1.8 million was provided by financing
activities in the 2000 first quarter, principally reflecting borrowings under
the Anchor Revolving Credit Facility.
In September 1998, G&G (acting on behalf of Consumers) entered into an
agreement to purchase a controlling interest in a European glass manufacturer
and advanced $17.3 million toward that end. This amount was funded by G&G
through a loan from Anchor of approximately $17.3 million in September 1998. The
loan is evidenced by a promissory note which originally matured in January 1999.
This loan was permitted through an amendment to the Intercompany Agreement,
which was approved by Anchor's Board of Directors. The repayment date of the
promissory note has been extended to December 31, 2000, consistent with a recent
amendment to the Revolving Credit Facility. The funds were obtained through
borrowings under the Revolving Credit Facility. Anchor has pledged the
promissory note to the lenders under the Anchor Revolving Credit Facility and
G&G has provided security against the promissory note to the lenders. Interest
on the note is payable at the interest rate payable by Anchor on its revolving
credit advances plus 1/2 % and has been paid through March 2000. A number of
issues have arisen and the transaction has not closed. Should the transaction
not close, the seller is obligated to return the advance to G&G. G&G has
demanded the return of the advance plus interest accrued to date and related
costs including costs related to the devaluation of the Deutschemark, and will
upon receipt, repay the loan from Anchor. Discussions have been held, but as of
this date outstanding issues have not been resolved. In March 2000, G&G
commenced an arbitration proceeding in accordance with the terms of the
agreement to secure a return of the advance.
The indentures covering Anchor's $150,000 aggregate principal amount of
11 1/4 % First Mortgage Notes due 2005 (the "First Mortgage Notes") and $50.0
million 9 7/8% Senior Notes due 2008 (the "Senior Notes") contain certain
covenants that restrict Anchor from taking various actions, including, subject
to specified exceptions, the incurrence of additional indebtedness, the granting
of additional liens, the making of investments, the payment of dividends and
other restricted payments, mergers, acquisitions and other fundamental corporate
changes, capital expenditures, operating lease payments and transactions with
affiliates. The Anchor Revolving Credit Facility also contains certain financial
covenants that require Anchor to meet and maintain certain financial tests and
minimum ratios, including a minimum working capital ratio, a minimum
consolidated net worth test and a fixed charge ratio.
The level of the Company's indebtedness could have important
consequences, including:
- - substantial portion of the Company's cash flow from operations must be
dedicated to debt service,
- - the Company's and Anchor's ability to obtain additional future debt
financing may be limited and
- - the level of indebtedness could limit the Company's and Anchor's
flexibility in reacting to changes in the industry and economic
conditions in general.
8
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The Company expects significant expenditures in 2000, including
interest expense on the First Mortgage Notes, the Senior Notes and advances
under the Anchor Revolving Credit Facility and capital expenditures in the range
of $28.0 million to $31.0 million, any additional capital expenditures beyond
this level will be financed from sources outside the Company. Anchor announced
that it signed an agreement with Anheuser-Busch to provide all the bottles for
the Anheuser-Busch's Jacksonville, Florida and Cartersville, Georgia breweries
beginning in 2001. To meet the expanded demand from the supply contract, Anchor
will invest approximately $30.0 million in new equipment for its Jacksonville
plant over the next 18 months to increase production efficiency. The funding for
this project will be provided through certain leasing transactions, the proceeds
from the sale of the Houston plant (see below) and internal cash flows. In
December 1999, Anchor entered into a firm agreement with a major lessor for
$30.0 million of lease transactions. Under this agreement, Anchor sold, in
December 1999, and leased back under a capital lease, equipment located at the
Warner Robins facility, for a net selling price of approximately $8.2 million.
In March 2000, Anheuser-Busch purchased the previously closed Houston,
Texas glass container manufacturing facility and certain related operating
rights. Anchor received proceeds of $10.0 million from the sale. Concurrently,
Consumers, for an aggregate consideration of $15.0 million, entered into a
contract with Anheuser-Busch to manage the renovation and provide the technical
expertise in the re-opening of the Houston facility, while simultaneously
agreeing to give up all rights under a joint venture agreement with
Anheuser-Busch to own and operate the Houston facility. Anchor expects to
negotiate a contract with Anheuser-Busch to provide management assistance in the
operations of the facility upon its refurbishment.
In addition, effective April 1, 1999, Anchor finalized its labor
contract with approximately 90% of its hourly personnel. As a result, the
Company experienced an increase in hourly labor costs and pension expense in
1999 and will incur increased costs in subsequent years.
Peak needs are in spring and fall at which time working capital
borrowings are estimated to be $20.0 million higher than at other times of the
year. The Company's principal sources of liquidity through the end of the year
are expected to be funds derived from operations, borrowings under the Anchor
Revolving Credit Facility, proceeds from the sale/leaseback transactions noted
above and proceeds from sales of discontinued manufacturing facilities.
Without taking into account the litigation with Owens-Brockway Glass
Container Inc. ("Owens"), (see Part II - Item 1 - Legal Proceedings), management
believes that the cash flows discussed above, will provide adequate funds for
the Company's working capital needs and capital expenditures. However, cash
flows from operations depend on future operating performance which is subject to
prevailing conditions and to financial, business and other factors, many of
which are beyond the Company's control.
IMPACT OF INFLATION
The impact of inflation on the costs of the Company, and the ability to
pass on cost increases in the form of increased sales prices, is dependent upon
market conditions. While the general level of inflation in the domestic economy
has been relatively low, the Company has experienced pricing pressures in the
current market and while it has not been fully able to pass on inflationary cost
increases to its customers, it did realize some price relief in 2000.
SEASONALITY
Due principally to the seasonal nature of the brewing, iced tea and
other beverage industries, in which demand is stronger during the summer months,
the Company's shipment volume is typically higher in the second and third
quarters. Consequently, the Company will build inventory during the first
quarter in anticipation of seasonal demands during the second and third
quarters. In addition, the Company generally schedules shutdowns of its plants
for furnace rebuilds and machine repairs in the first and fourth quarters of the
year to coincide with scheduled holiday and vacation time under its labor union
contracts. These shutdowns adversely affect profitability during the first and
fourth quarters. The Company has in the past and will continue in the future to
implement alternatives to reduce downtime during these periods in order to
minimize disruption to the production process and its negative effect on
profitability.
9
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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of the historical information contained in this
report, the matters described herein contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "intend," "project," "will be," "will likely continue," "will likely
result," or words or phrases of similar meaning including, statements
concerning:
- the Company's liquidity and capital resources,
- the Company's debt levels and ability to obtain financing and
service debt,
- competitive pressures and trends in the glass container
industry,
- prevailing interest rates,
- legal proceedings and regulatory matters, and
- general economic conditions.
Forward-looking statements involve risks and uncertainties (including,
but not limited to, economic, competitive, governmental and technological
factors outside the control of the Company) which may cause actual results to
differ materially from the forward-looking statements. These risks and
uncertainties may include the ability of management to implement its business
strategy in view of the Company's limited operating history; the highly
competitive nature of the glass container industry and the intense competition
from makers of alternative forms of packaging; the Company's focus on the beer
industry and its dependence on certain key customers; the seasonal nature of
brewing, iced tea and other beverage industries; the Company's dependence on
certain executive officers; and changes in environmental and other government
regulations. The Company operates in a very competitive environment in which new
risk factors can emerge from time to time. It is not possible for management to
predict all such risk factors, nor can it assess the impact of all such risk
factors on the Company's business or the extent to which any factor, or a
combination of factors, may cause actual results to differ materially from those
contained in forward-looking statements. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's long-term debt instruments are subject to fixed interest
rates and, in addition, the amount of principal to be repaid at maturity is also
fixed. Therefore, the Company is not subject to market risk from its debt
instruments. Less than 1% of the Company's sales are denominated in currencies
other than the U.S. dollar, and the Company does not believe its total exposure
to be significant.
10
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On February 17, 2000, Owens commenced an action against Anchor and
certain of its affiliates, including Consumers and GGC, L.L.C., in the United
States District Court for the Southern District of New York. Owens alleges
violations of the Technical Assistance and Licensing Agreement ("TALA") and its
resulting termination. Owens is seeking various forms of relief including (1) a
permanent injunction restraining Anchor and its affiliates from infringing
Owens' patents and using or disclosing Owens' trade secrets and (2) damages for
breaches of the TALA.
Anchor and its affiliates filed a demand for arbitration with the
American Arbitration Association on February 24, 2000. On March 15, 2000, the
Court ruled that the dispute as to whether there was a valid termination of the
TALA is subject to arbitration. On March 31, 2000, Owens submitted its answer
and counterclaims in the arbitration. Owens has asserted the position that (i)
the Court referred to arbitration only the question whether there was a valid
termination of the TALA and (ii) certain of Owens' claims are not arbitrable.
On April 14, 2000, Owens and Anchor and certain of its affiliates
consented to the entry of an order by the Court which requires compliance with
the TALA until further order of the Court. In addition, the order requires
Anchor and its affiliates to inventory all equipment, other technology and
documents subject to the TALA and certify to the Court periodically that all
royalties have been paid and no unauthorized technology transfer has occurred.
In compliance with the order, Consumers' Italian subsidiary ceased using the
disputed technology.
The Company believes that it has meritorious defenses to the claims in
the action and counterclaim in the arbitration and intends to conduct a vigorous
defense. An unfavorable outcome in this matter could have a material and adverse
effect on the Company's business prospects and financial condition. In addition,
even if the ultimate outcome of the matter were resolved in favor of the
Company, the litigation and arbitration may involve considerable cost, which
could be material, and could divert the efforts of management.
Item 2. Changes 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
11
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Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
Current Report on Form 8-K dated February 17, 2000 (filed
April 4, 2000) reporting an action commenced against the
Company and certain of its affiliates by Owens alleging
violations of the TALA.
12
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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.
CONSUMERS U.S., INC.
Date: May 15, 2000 By /s/ C. Kent May
--------------------------------------------
C. Kent May
Secretary
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CONSUMERS U.S., INC. INCLUDED IN FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,239
<SECURITIES> 0
<RECEIVABLES> 62,054
<ALLOWANCES> 953
<INVENTORY> 115,353
<CURRENT-ASSETS> 208,408
<PP&E> 456,904
<DEPRECIATION> 142,055
<TOTAL-ASSETS> 612,162
<CURRENT-LIABILITIES> 168,918
<BONDS> 209,852
72,210
0
<COMMON> 170
<OTHER-SE> 35,786
<TOTAL-LIABILITY-AND-EQUITY> 612,162
<SALES> 153,884
<TOTAL-REVENUES> 153,884
<CGS> 143,606
<TOTAL-COSTS> 143,606
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 94
<INTEREST-EXPENSE> 7,586
<INCOME-PRETAX> 450
<INCOME-TAX> 0
<INCOME-CONTINUING> 450
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 450
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
