<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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 333-57099
CCPC HOLDING COMPANY, INC.
(Registrant)
DELAWARE 16-1403318
---------------------------------------- ---------------------------------
(State of incorporation) (I.R.S. Employer Identification
No.)
ONE PYREX PLACE, ELMIRA NEW YORK 14902
---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 607-377-8605
------------------------
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 and (2) has been subject to the filing
requirements for at least the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
24,000,000 shares of CCPC Holding Company, Inc.'s, $0.01 Par Value, were
outstanding as of August 13, 1999.
- --------------------------------------------------------------------------------
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<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Index to condensed consolidated financial statements of CCPC Holding
Company, Inc. filed as part of this report:
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 1999 and
1998..................................................................................................... 3
Condensed Consolidated Balance Sheets at June 30, 1999 and December 31, 1998............................... 4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and 1998............ 5
Condensed Consolidated Statement of Changes in Stockholder's Equity for the six months ended June 30,
1999..................................................................................................... 7
Notes to Condensed Consolidated Financial Statements....................................................... 8
</TABLE>
2
<PAGE>
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ----------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES
Net sales....................................... $ 108,548 $ 112,931 $ 221,777 $ 229,469
DEDUCTIONS
Cost of sales................................... 69,461 74,019 145,100 151,780
Selling, general and administrative expenses.... 36,843 37,218 72,828 74,775
Provision for restructuring costs............... -- -- 76,200 --
Transaction related expenses.................... -- 27,227 -- 28,611
Other, net...................................... (1,167) (619) (1,919) (470)
------------- ------------- ------------- -------------
Operating income (loss)............................. 3,411 (24,914) (70,432) (25,227)
Interest expense.................................... 10,078 10,855 19,956 12,429
------------- ------------- ------------- -------------
Loss before taxes on income......................... (6,667) (35,769) (90,388) (37,656)
Income tax (benefit) expense........................ (103) (13) (377) 1,718
------------- ------------- ------------- -------------
Loss before minority interest....................... (6,564) (35,756) (90,011) (39,374)
Minority interest (expense) income in subsidiary.... (110) 79 (108) 115
------------- ------------- ------------- -------------
Net loss............................................ (6,674) (35,677) (90,119) (39,259)
Preferred stock dividends........................... (1,013) (900) (1,996) (900)
------------- ------------- ------------- -------------
NET LOSS APPLICABLE TO COMMON STOCK................. $ (7,687) $ (36,577) $ (92,115) $ (40,159)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
BASIC AND DILUTED LOSS PER COMMON SHARE............. $ (0.32) $ (1.52) $ (3.84) $ (1.67)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average number of common shares outstanding
during the period................................. 24,000,000 24,000,000 24,000,000 24,000,000
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents......................................................... $ 2,974 $ 9,057
Accounts receivable, net of allowances -- $5,857/1999; $11,172/1998............... 47,222 62,511
Inventories, net.................................................................. 142,707 132,035
Prepaid expenses and other current assets......................................... 6,299 7,412
Deferred taxes on income.......................................................... 8,213 8,181
----------- ------------
Total current assets.......................................................... 207,415 219,196
----------- ------------
PROPERTY AND EQUIPMENT, NET........................................................... 99,379 141,402
DEFERRED TAXES ON INCOME.............................................................. 40,848 40,867
GOODWILL, NET OF ACCUMULATED AMORTIZATION $7,351/1999; $8,369/year-end 1998........... 45,682 58,717
OTHER ASSETS.......................................................................... 36,725 35,077
----------- ------------
TOTAL ASSETS.................................................................. $ 430,049 $ 495,259
----------- ------------
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long term debt................................................. $ 2,570 $ 3,986
Accounts payable and accrued expenses............................................. 66,551 100,338
Restructuring reserve............................................................. 18,441 --
----------- ------------
Total current liabilities..................................................... 87,562 104,324
----------- ------------
LONG-TERM DEBT........................................................................ 470,571 433,656
ACCRUED POSTRETIREMENT LIABILITY...................................................... 33,528 31,432
OTHER LIABILITIES..................................................................... 6,806 4,599
MINORITY INTEREST IN SUBSIDIARY COMPANY............................................... 853 745
COMMITMENTS (NOTE 7)
STOCKHOLDERS' EQUITY
Preferred Stock -- 5,000,000 shares authorized; 1,200,000 shares issued............... 34,778 32,782
Common Stock -- $0.01 par value/45,000,000 shares authorized; 24,000,000 shares
issued.............................................................................. 240 240
Contributed capital................................................................... 453,655 453,655
Accumulated deficit................................................................... (656,128) (564,013)
Cumulative translation adjustment..................................................... (1,816) (2,161)
----------- ------------
Total stockholders' (deficit)................................................. (169,271) (79,497)
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................... $ 430,049 $ 495,259
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------
JUNE 30, JUNE 30,
1999 1998
----------- ---------
<S> <C> <C>
CASH FLOWS (USED IN) OPERATING ACTIVITIES:
Net loss................................................................................... $ (90,119) $ (39,259)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization............................................................ 15,543 17,989
Amortization of deferred financing fees.................................................. 842 364
Minority interest in losses(earnings) of subsidiary...................................... 108 (115)
Loss on disposition of plant and equipment............................................... 71 122
Deferred tax assets...................................................................... (13) 3,906
Provision for restructuring expenses, net of cash paid................................... 74,041 --
Provision for postretirement benefits, net of cash paid.................................. 1,471 2,118
Changes in operating assets and liabilities:
Accounts receivable...................................................................... 15,289 23,324
Inventories.............................................................................. (15,029) (26,950)
Prepaid expenses and other current assets................................................ 1,113 (1,599)
Accounts payable and accrued expenses.................................................... (33,794) (6,052)
Other liabilities........................................................................ (459) 5,646
----------- ---------
NET CASH USED IN OPERATING ACTIVITIES................................................ (30,936) (20,506)
----------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property and equipment and other assets....................................... (10,646) (8,049)
Other, net................................................................................. -- 102
----------- ---------
NET CASH USED IN INVESTING ACTIVITIES................................................ (10,646) (7,947)
----------- ---------
Cash flows provided by financing activities:
Borrowings on revolving credit facility.................................................. 38,900 77,000
Borrowings of long-term debt other than revolving credit facility........................ -- 400,000
Repayment of long-term debt other than revolving credit facility......................... (3,401) (1,806)
Interim financing........................................................................ -- 471,600
Repayment of interim financing........................................................... -- (471,600)
Dividend to Corning Incorporated......................................................... -- (472,600)
(Decrease) increase in net amounts due to Corning Incorporated........................... -- (87,142)
Shareholder capital contribution......................................................... -- 103,324
Issuance of preferred stock.............................................................. -- 30,000
Issuance of common stock................................................................. -- 240
Deferred financing fees.................................................................. -- (14,993)
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES............................................ 35,499 34,023
----------- ---------
Net (decrease) increase in cash.............................................................. (6,083) 5,570
Cash and cash equivalents at beginning of year............................................... 9,057 4,345
----------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................................................... $ 2,974 $ 9,915
----------- ---------
----------- ---------
SUPPLEMENTAL DATA:
Income taxes paid, net....................................................................... $ 573 $ 335
Interest paid................................................................................ $ 17,228 $ 11,172
Non-cash activity:
Increase to deferred taxes resulting from the Recapitalization............................. $ -- $ 13,471
Adjustment to postretirement liability for amounts assumed by Corning...................... $ -- $ 31,998
Adjustment to pension liability for amounts assumed by Corning............................. $ -- $ 17,669
Adjustment to accounts payable for liabilities retained by Corning......................... $ -- $ 7,913
Preferred stock dividends.................................................................. $ 1,996 $ 900
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED TOTAL
OTHER STOCKHOLDERS'
PREFERRED COMMON CONTRIBUTED ACCUMULATED COMPREHENSIVE (DEFICIT)
STOCK STOCK CAPITAL DEFICIT INCOME EQUITY
----------- ----------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998................. $ 32,782 $ 240 $ 453,655 $ (564,013) $ (2,161) $ (79,497)
Net Loss................................... (90,119) (90,119)
Foeign currency translation adjustment, net
of tax................................... 345 345
Preferred stock dividends.................. 1,996 (1,996) --
----------- ----- ----------- ------------ ------------- ------------
Balance, June 30, 1999..................... $ 34,778 $ 240 $ 453,655 $ (656,128) $ (1,816) $ (169,271)
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
CCPC Holding Company, Inc. (CCPC or the Company) is a leading manufacturer
and marketer of housewares, including bakeware, dinnerware and rangetop
cookware. The Company believes that its brands, including
Corningware-Registered Trademark-, Pyrex-Registered Trademark-,
Revereware-Registered Trademark-, and Visions-Registered Trademark-, constitute
one of the broadest and best recognized collection of brands in the U.S.
housewares industry.
Pursuant to Regulation 15(d) of the Securities Act of 1934, CCPC is filing
herein its quarterly report on Form 10-Q which includes the second fiscal
quarter of the year ended December 31, 1999. The consolidated financial
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results of operations and financial
position for the interim periods presented. All such adjustments are of a normal
recurring nature. The consolidated financial statements have been compiled
without audit and are subject to such year-end adjustments as may be considered
appropriate by the registrant and should be read in conjunction with CCPC's Form
10-K for the year ended December 31, 1998 which has been filed with the
Securities and Exchange Commission.
Subsequent to April 1, 1998, Corning Consumer Products Company changed its
name to CCPC Holding Company, Inc. The consolidated balance sheet at June 30,
1999, the consolidated statements of operations for the three and six months
ended June 30, 1999, and the consolidated statement of cash flows for the six
months ended June 30, 1999, reflect the Recapitalization (see Note 2). The
consolidated statement of operations for the six months ended June 30, 1998, and
the consolidated statement of cash flows for the six months ended June 30, 1998,
include results of CCPC as a wholly-owned subsidiary of Corning Incorporated
(Corning) prior to the Recapitalization.
(2) RECAPITALIZATION
On March 2, 1998, Corning, CCPC, Borden, Inc., and CCPC Acquisition Corp.
entered into a Recapitalization Agreement.
On April 1, 1998, pursuant to the Recapitalization Agreement, CCPC
Acquisition Corp. acquired 22,080,000, or 92%, of the outstanding shares of
common stock of CCPC from Corning for $110.4 million. CCPC then borrowed $471.6
million and paid a cash dividend to Corning of $472.6 million. Corning retained
1,920,000, or 8%, of the outstanding shares of common stock of CCPC. Also on
April 1, 1998, CCPC issued and sold 1,200,000 shares of junior preferred stock
to CCPC Acquisition Corp. for $30.0 million. CCPC paid an additional $10.2
million to Corning in July 1998 relating to certain provisions of the
Recapitalization Agreement.
(3) RESTRUCTURING
In the first quarter of 1999 CCPC initiated a plan to restructure its
manufacturing and supply organization as part of a program designed to reduce
costs through the elimination of under-utilized capacity, unprofitable product
lines and increased utilization of the remaining facilities.
The restructuring includes the discontinuation of the commercial tableware
product line, which is sold to restaurants and other institutions, and closure
of the related portion of CCPC's manufacturing facility in Charleroi,
Pennsylvania. In order to optimize the utilization of the Charleroi facility,
CCPC is in the process of moving Corelle-Registered Trademark- cup production to
its Martinsburg, West Virginia facility and to third party suppliers. In
addition, CCPC's supply contract with Corning's Greenville, Ohio facility will
be terminated and Pyrex-Registered Trademark- production will be consolidated at
the Charleroi facility. Additionally, CCPC will
7
<PAGE>
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(3) RESTRUCTURING (CONTINUED)
discontinue manufacturing rangetop cookware and close its manufacturing and
distribution center in Clinton, Illinois. Future supply of rangetop cookware
will be sourced from third party manufacturers.
The cash and non cash elements of the restructuring charge approximate $20.6
million and $55.6 million, respectively. Details of the restructuring charge are
as follows.
<TABLE>
<CAPTION>
APPLIED TO BEGINNING BALANCE AT
RESTRUCTURING BALANCE SHEET RESTRUCTURING CASH JUNE 30,
CHARGE ACCOUNTS ACCURAL CHARGES 1999
------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Disposal of assets........ $ 53,200 $ 53,200 $ -- $ -- $ --
Employee severance and
termination............. 18,047 2,400 15,647 1,511 14,136
Other exit costs.......... 4,953 -- 4,953 648 4,305
------------- ------------- ------------- ----------- -----------
$ 76,200 $ 55,600 $ 20,600 $ 2,159 $ 18,441
------------- ------------- ------------- ----------- -----------
------------- ------------- ------------- ----------- -----------
</TABLE>
The tangible assets of the Clinton, Illinois facility and the commercial
tableware product line have been written off. All intangible asset carrying
values associated with the Clinton facility and the commercial tableware product
line have been eliminated. The tangible and intangible assets written off
totaled $40.9 million and $12.3 million, respectively. Management judgement is
involved in estimating the tangible assets fair value, accordingly, actual
results could vary significantly from such estimates. As part of the
restructuring initiative , approximately 600 employees are in the process of
being terminated. The termination results in a pension and post retirement
benefit charge of $2.4 million. CCPC expects the restructuring plan to be
completed early in 2000.
The commercial tableware product line generated net sales of $2.5 million
and $4.2 million in the second quarter and six months ended June 30, 1998,
respectively, prior to its discontinuance. Year to date June 30, 1999 commercial
tableware net sales totaled $1.8 million, the majority of which occurred in the
first quarter. Operating income for the product line was break even in 1999 and
1998.
(4) INVENTORIES
Inventories shown on the accompanying balance sheets were comprised of the
following
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
---------- ------------
<S> <C> <C>
Finished goods..................................................... $ 77,627 $ 68,869
Work in process.................................................... 49,936 44,821
Raw materials...................................................... 9,056 7,720
Supplies and packing materials..................................... 6,088 10,625
---------- ------------
$ 142,707 $ 132,035
---------- ------------
---------- ------------
</TABLE>
8
<PAGE>
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(5) RELATED PARTY TRANSACTIONS
The following transactions with related parties are included in the
consolidated statements of income for the three and six months ended June 30,
1999 and 1998:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SIX MONTHS ENDED
------------------------ ------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest expense from Corning........................ -- -- -- $ 1,574
Interest expense to Borden, Inc. and an
affiliate of Borden, Inc........................... -- $ 2,368 -- 2,368
Centralized services................................. 1,063 3,650 3,486 8,135
Management fees to Corning........................... -- -- -- 437
Management fees to Borden............................ $ 375 375 $ 750 375
</TABLE>
For the three and six months ended June 30, 1999 and 1998, Corning Inc.
provided and continues to provide certain administrative and operating support
(reflected above as centralized services) including financial services,
information systems support, risk management, purchasing, transportation,
benefit plans administration, and engineering services. Prior to the
Recapitalization, CCPC was charged for this support using various allocation
bases including number of employees, related payroll costs, and direct efforts
expended. These costs, which are included in cost of sales and selling, general,
and administrative expenses, are currently charged to CCPC by Corning under a
transition service agreement using negotiated rates agreed upon by the
management of CCPC. Management believes that the methodology used to allocate
the costs is reasonable, but may not necessarily be indicative of the costs that
would have been incurred has these functions been performed by CCPC.
Prior to the Recapitalization, amounts due to and from Corning resulting
from intercompany transactions carried interest at a rate based on the 30-day
London Interbank Offered Rate (LIBOR) plus 3/8%.
CCPC paid Corning $437 in management fees in the first quarter of 1998. CCPC
currently pays Borden a management fee of $375 per quarter.
(6) COMPREHENSIVE INCOME
As of January 1, 1998, CCPC implemented Financial Accounting Standard No.
130, "Reporting Comprehensive Income." This pronouncement, which is solely a
financial statement presentation standard, requires CCPC to disclose non-owner
changes included in stockholders' equity but not included in net earnings.
Comprehensive income was computed as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- ----------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net loss...................................... $ (6,674) $ (35,677) $ (90,119) $ (39,259)
Foreign currency translation adjustments...... 213 (585) 132 (417)
---------- ---------- ---------- ----------
Comprehensive income.......................... $ (6,461) $ (36,262) $ (89,987) $ (39,676)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
9
<PAGE>
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(7) COMMITMENTS
The company is a defendant or plaintiff in various claims and lawsuits
arising in the normal course of business. The company believes, based upon
information it currently possesses, and taking into account established reserves
for estimated liabilities and its insurance coverage, that the ultimate outcome
of the proceedings and actions is unlikely to have a material adverse effect on
the company's financial position or results of operations.
10
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
RESULTS OF OPERATIONS
BACKGROUND
CCPC Holding Co. Inc. (CCPC or the Company) is a leading manufacturer and
marketer of oven/ bakeware, dinnerware and rangetop cookware. The Company has
strong positions in major channels of distribution for its products in North
America and has also achieved a significant presence in certain international
markets, primarily Asia, Australia and Latin America. In North America, CCPC
sells both on a wholesale basis to retailers, distributors, and other accounts
that resell the Company's products and on a retail basis through
Company-operated outlet stores. In the international market, CCPC has
established its presence through an international sales force along with
localized distribution and marketing capabilities.
Prior to April 1, 1998 CCPC operated as a wholly-owned subsidiary of Corning
Inc. (Corning). During this period, Corning provided CCPC with certain
process-oriented administrative services, such as benefits administration,
accounts payable, accounts receivable, treasury and tax services. Corning has
agreed pursuant to a transition services agreement to continue to provide such
services for up to two years at negotiated rates (expiring in April 2000)
calculated on the same basis as before April 1, 1998. CCPC is developing its
administrative infrastructure and is in the process of assuming these functions
previously performed by Corning or outsourcing them to third parties.
THREE MONTHS ENDED JUNE 30, 1999 VERSUS THREE MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
JUNE 30, JUNE 30,
1999 1998 CHANGE
---------- ---------- ---------
<S> <C> <C> <C>
NET SALES
North America............................................ $ 87,479 $ 96,110 $ (8,631)
Asia..................................................... 13,363 8,521 4,842
Other International...................................... 7,706 8,300 (594)
---------- ---------- ---------
Net Sales.............................................. $ 108,548 $ 112,931 $ (4,383)
---------- ---------- ---------
---------- ---------- ---------
OPERATING INCOME(1)........................................
North America............................................ $ (382) $ 1,854 $ (2,236)
Asia..................................................... 3,499 (355) 3,854
Other International...................................... 294 814 (520)
Transaction Related Expense.............................. -- (27,227) 27,227
---------- ---------- ---------
Operating Income....................................... $ 3,411 $ (24,914) $ 28,325
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
- ------------------------
(1) All manufacturing variances and corporate overhead costs are included in
North America
OVERVIEW
Net sales decreased $4.4 million or 3.9% from the second quarter 1998,
principally due to the timing of certain promotional programs at major retail
customers and the discontinuation of sales of commercial tableware. Absent the
transactions related expenses, incurred in the second quarter 1998,
11
<PAGE>
operating results improved $1.1 million in 1999 versus 1998. The improvement is
a result of a more profitable product mix and administrative cost savings.
partially offset by weaker sales in the North American retail trade and the
Company-operated outlet stores.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------------
JUNE 30, % OF NET JUNE 30, % OF NET
1999 SALES 1998 SALES
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales..................................... $ 108,548 100.0% $ 112,931 100.0%
Cost of sales................................. 69,461 64.0% 74,019 65.5%
---------- --------- ---------- ---------
Gross profit.................................. 39,087 36.0% 38,912 34.5%
SG&A.......................................... 36,843 33.9% 37,218 33.0%
Transactions related expenses................. -- 0.0% 27,227 24.1%
Other, net.................................... (1,167) (1.1)% (619) (0.5)%
---------- --------- ---------- ---------
Operating income (loss)....................... 3,411 3.1% (24,914) (22.1)%
Interest expense.............................. 10,078 9.3% 10,855 9.6%
---------- --------- ---------- ---------
Loss before taxes on income................... (6,667) (6.1)% (35,769) (31.7)%
Income tax expense............................ (103) (0.1)% (13) 0.0%
---------- --------- ---------- ---------
Loss before minority interest................. (6,564) (6.0)% (35,756) (31.7)%
Minority interest in subsidiary............... (110) (0.1)% 79 0.1%
---------- --------- ---------- ---------
Net loss...................................... (6,674) (6.1)% (35,677) (31.6)%
---------- --------- ---------- ---------
---------- --------- ---------- ---------
EBITDA, excluding restructuring and
transaction related expenses................ 11,006 10.1% 11,313 10.0%
---------- --------- ---------- ---------
---------- --------- ---------- ---------
</TABLE>
SALES
Net sales decreased $4.4 million or 3.9% in the second quarter of 1999
versus the second quarter of 1998.
Asia continued to rebound from 1998 downturns as net sales exceeded the
prior year by $4.8 million. The significant improvement resulted primarily from
the continued recovery of Asian economic conditions. In the first half of 1999
Asia also benefited from the successful introduction of new
Corelle-Registered Trademark- patterns and new distribution channels for
Corningware-Registered Trademark-.
The increase in Asian sales was more than offset by a reduction at major
retail customers in the United States, primarily as a result of the timing of
promotional driven sales, and discontinuation of sales of commercial tableware.
GROSS PROFIT
Gross profit as a percentage of net sales was 36.0% in 1999, compared to the
1998 gross profit percentage of 34.5%. The improvement is primarily a result of
efficiencies and cost reductions gained at the Company's manufacturing
facilities. The cost reductions were partially driven by the manufacturing
rationalization announced in the first quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $0.4 million in 1999
compared to 1998. The net decrease in selling, general and administrative
expenses is a result of the separation from Corning. CCPC now operates as an
independent company versus a wholly-owned subsidiary of Corning and is in the
process of transitioning certain administrative functions from Corning. As an
independent company CCPC is able to perform many of the administrative tasks
previously performed by Corning at a
12
<PAGE>
significantly lower cost. These savings were partially offset by an increase in
expenses to support new products and the growth of existing products.
Selling, general and administrative expenses increased as a percentage of
net sales to 33.9% in 1999 from 33.0% in 1998 due to fixed costs being spread
over a lower sales base.
TRANSACTIONS RELATED EXPENSES
Transactions related expenses of $27.2 million recorded in 1998 were
associated with the Recapitalization (see Note 2 of Notes to Condensed
Consolidated Financial Statements).
OTHER, NET
Other operating income increased $0.5 million in 1999 as a result of an
increase in the amount of royalty income in 1999 compared to 1998. During 1998
the Company licensed certain of its trademarks for use in conjunction with
several household items which were outside the Company's strategic product
portfolio. Income from this activity commenced in 1999.
OPERATING INCOME
As a result of the factors discussed above, operating income increased by
$28.3 million to income of $3.4 million in 1999 from a loss of $24.9 million in
1998. Excluding the transaction related expense, operating income improved by
$1.1 million over 1998.
NET INTEREST EXPENSE
Interest expense decreased $0.8 million to $10.1 million from $10.9 million
in 1998. The decrease is attributable to higher debt levels in the second
quarter of 1998 as the Company incurred substantial indebtedness associated with
the Recapitalization.
INCOME TAX EXPENSE
The $0.1 million income tax benefit in 1999 is as a result of the losses
incurred in the period. The Company did not recognize the benefit of the current
period operating loss as realization of the net operating loss carry-forward is
not certain. The valuation allowance on the net operating loss carry-forward was
increased to reflect this uncertainty.
EBITDA, EXCLUDING RESTRUCTURING AND TRANSACTIONS RELATED EXPENSES (EARNINGS
BEFORE NET INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND AMORTIZATION,
RESTRUCTURING EXPENSES, TRANSACTIONS RELATED EXPENSES AND MINORITY INTEREST)
EBITDA for the three months ended June 30, 1999 decreased by $0.3 million or
0.3% compared to the same period of the prior year. EBITDA as a percentage of
net sales increased to 10.1% in 1999 from 10.0% in 1998. The cost savings
realized in selling, general and administrative expenses as a result of the
separation from Corning partially offset the weakness in sales and increased
advertising expenses described above.
13
<PAGE>
SIX MONTHS ENDED JUNE 30, 1999 VERSUS SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------------
JUNE 30, JUNE 30,
1999 1998 CHANGE
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES
North America........................................... $ 184,182 $ 198,321 $ (14,139)
Asia.................................................... 22,488 13,276 9,212
Other International..................................... 15,107 17,872 (2,765)
---------- ---------- ----------
Net Sales............................................. $ 221,777 $ 229,469 $ (7,692)
---------- ---------- ----------
---------- ---------- ----------
OPERATING INCOME(1)
North America........................................... $ (771) $ (50) $ (721)
Asia.................................................... 5,401 310 5,091
Other International..................................... 1,138 3,124 (1,986)
Restructuring........................................... (76,200) -- (76,200)
Transaction Related Expense............................. -- (28,611) 28,611
---------- ---------- ----------
Operating Income...................................... $ (70,432) $ (25,227) $ (45,205)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
- ------------------------
(1) All manufacturing variances and corporate overhead costs are included in
North America
Net sales decreased $7.7 million or 3.4% from the first half of 1998,
principally due to the timing of promotional programs at major retail customers
and lower sales at the Company-operated outlet stores partially offset by the
continued recovery of the Asian markets. The operating loss includes a $76.2
million charge to restructure certain domestic manufacturing operations (see
Note 3 to the Condensed Consolidated Financial Statements). Absent the
restructuring charge incurred in the first quarter of 1999 and the transactions
related expenses incurred in the first half of 1998, operating results improved
$2.4 million in 1999 versus 1998. The improvement is a result of the
strengthening of
14
<PAGE>
Asian markets versus depressed 1998 levels and administrative cost savings,
partially offset by lower sales in the North American retail trade and the
Company-operated outlet stores.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------------------
JUNE 30, % OF NET JUNE 30, % OF NET
1999 SALES 1998 SALES
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales..................................... $ 221,777 100.0% $ 229,469 100.0%
Cost of sales................................. 145,100 65.4% 151,780 66.1%
---------- --------- ---------- ---------
Gross profit.................................. 76,677 34.6% 77,689 33.9%
SG&A.......................................... 72,828 32.8% 74,775 32.6%
Provisions for restructuring costs............ 76,200 34.4% -- 0.0%
Transactions related expenses................. -- 0.0% 28,611 12.5%
Other, net.................................... (1,919) (0.9)% (470) (0.2)%
---------- --------- ---------- ---------
Operating loss................................ (70,432) (31.8)% (25,227) (11.0)%
Interest expense.............................. 19,956 9.0% 12,429 5.4%
---------- --------- ---------- ---------
Loss before taxes on income................... (90,388) (40.8)% (37,656) (16.4)%
Income tax (benefit) expense.................. (377) (0.2)% 1,718 0.7%
---------- --------- ---------- ---------
Loss before min. int.......................... (90,011) (40.6)% (39,374) (17.2)%
Minority interest in subsidiary............... (108) 0.0% 115 0.1%
---------- --------- ---------- ---------
Net loss.................................. (90,119) (40.6)% (39,259) (17.1)%
---------- --------- ---------- ---------
---------- --------- ---------- ---------
EBITDA, excluding restructuring and
transactions related expenses............... 21,311 9.6% 21,373 9.3%
---------- --------- ---------- ---------
---------- --------- ---------- ---------
</TABLE>
SALES
Net sales decreased $7.7 million or 3.4% in first half of 1999 versus the
first half of 1998.
Asia improved over depressed 1998 levels as net sales exceeded the prior
year by $9.2 million. The increase was primarily due to improved Asian economic
conditions. In the first half of 1999 Asia also benefited from the successful
introduction of new Corelle-Registered Trademark- patterns and new distribution
channels for Corningware-Registered Trademark- in the first half of 1999.
The increase was more than offset by lower sales to certain wholesale
customers in the United States, a first quarter sales shortfall at
company-operated outlet stores and a reduction in sales to other international
markets, primarily Latin America and discontinuation of commercial tableware
sales. The reduction at certain wholesale customers is primarily a result of the
timing of promotional driven sales.
Company-operated outlet stores sales were lower than 1998 principally as a
result of the closure of several clearance stores and inclement weather. In the
first quarter of 1999 CCPC closed a number of clearance stores as part of a plan
to improve overall profitability. Additionally, the success of the Company's
1998 inventory reduction program has resulted in lower close-out sales at the
outlet stores. Store traffic was negatively impacted by severe weather
conditions in the first quarter of 1999 compared to 1998.
Lower sales in Latin America, principally Mexico, are primarily a result of
unfavorable economic conditions in 1999.
GROSS PROFIT
Gross profit as a percentage of net sales was 34.6% in 1999, compared to
33.9% in 1998. The improvement is primarily a result of efficiencies and cost
reductions gained at the Company's
15
<PAGE>
manufacturing facilities and the benefit of the manufacturing rationalization
announced in the first quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $1.9 million in 1999
compared to 1998. The net decrease in selling, general and administrative
expenses is a result of the separation from Corning. CCPC now operates as an
independent company versus a wholly-owned subsidiary of Corning and is in the
process of transitioning certain administrative functions from Corning Inc. As
an independent company CCPC is able to perform many of the administrative tasks
previously performed by Corning at a significantly lower cost. These savings
were partially offset by an increase in advertising expenses to support new
products and the growth of existing products.
Selling, general and administrative expenses increased as a percentage of
net sales to 32.8% in 1999 from 32.6% in 1998 due to fixed costs being spread
over a lower sales base.
RESTRUCTURING
In the first quarter of 1999 the Company recorded a $76.2 million charge
relating to the restructuring of CCPC's manufacturing and supply organization
designed to reduce costs through the elimination of under-utilized capacity,
unprofitable product lines and increased utilization of the remaining facilities
(see Note 3 to the Condensed Consolidated Financial Statements). Management
believes that the changes covered by this plan will increase the Company's
ability to compete in the future by reducing manufacturing and distribution
costs and by opening up diverse sources of supply both in the United States and
internationally.
TRANSACTIONS RELATED EXPENSES
Transactions related expenses of $28.6 million recorded in 1998 were
associated with the Recapitalization (see Note 2 of Notes to Consolidated
Financial Statements).
OTHER, NET
Other operating income increased $1.4 million in 1999 as a result of an
increase in the amount of royalty income in 1999 versus 1998. During 1998 the
Company licensed certain of its trademarks for use in conjunction with several
household items which were outside the Company's strategic product portfolio.
Income from this activity commenced in 1999.
OPERATING INCOME
As a result of the factors discussed above, operating loss increased by
$45.2 million to a loss of $70.4 million in 1999 from a loss of $25.2 million in
1998. Excluding the impact of the restructuring and transactions related
expenses operating income increased by $2.4 million to $5.8 million in 1999 from
$3.4 million in 1998.
NET INTEREST EXPENSE
Interest expense increased $7.6 million to $20.0 million from $12.4 million
in 1998. The increase is attributable to higher debt levels related to the
Recapitalization, which occurred on April 1, 1998. The debt associated with the
Recapitalization was not drawn until the second quarter of 1998.
INCOME TAX EXPENSE
The $0.4 million income tax benefit in 1999 is as a result of the losses
incurred in the period. The Company did not recognize the benefit of the current
period operating loss as realization of the net
16
<PAGE>
operating loss carry-forward is not certain. The valuation allowance on the net
operating loss carry-forward was increased to reflect this uncertainty.
EBITDA (EARNINGS BEFORE NET INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND
AMORTIZATION, RESTRUCTURING EXPENSES, TRANSACTIONS RELATED EXPENSES AND MINORITY
INTEREST) EBITDA for the six months ended June 30, 1999 remained flat compared
to the same period of the prior year. EBITDA as a percentage of net sales
increased to 9.6% in 1999 from 9.3% in 1998. The cost savings realized in
selling, general and administrative expenses as a result of the separation from
Corning more than offset the weakness in sales and increased advertising
expenses described above.
LIQUIDITY AND CAPITAL RESOURCES
RECAPITALIZATION
On March 2, 1998, Corning, Borden, the Company and CCPC Acquisition entered
into the Recapitalization Agreement, pursuant to which on April 1, 1998 CCPC
Acquisition acquired 92.0% of the outstanding shares of Common Stock of the
Company from Corning for $110.4 million. The stock acquisition was financed by
an equity investment in CCPC Acquisition by BW Holdings, an affiliate of KKR and
the parent company of Borden and CCPC Acquisition. Pursuant to the
Recapitalization Agreement, on the closing date prior to the consummation of the
stock acquisition, CCPC paid a cash dividend to Corning of $472.6 million. On
July 10, 1998, post-closing adjustments to the cash dividend were agreed upon by
CCPC and Corning, and CCPC distributed $10.2 million to Corning. As a result of
the Recapitalization, Corning continues to hold 8.0% of the outstanding shares
of common stock.
FINANCING ARRANGEMENTS
CCPC incurred substantial indebtedness as a result of the Recapitalization.
On April 1, 1998, CCPC entered into an interim financing agreement with Borden
and BW Holdings, an affiliate of Borden, providing $471.6 million in financing
at 9.5% maturing December 31, 1998. The interim financing was repaid in May 1998
with the proceeds of borrowings under senior credit facilities from a syndicate
of banks and other financial institutions and the issuance of senior
subordinated notes in a private placement. On October 23, 1998, CCPC exchanged
the privately placed senior subordinated notes for 9 5/8% Series B Senior
Subordinated Notes due 2008 (the "Notes") which have been registered under the
Securities Act.
The senior credit facilities provide term loans of $200.0 million and a
revolving credit facility of up to $275.0 million of which $200.0 million and
$68.3 million respectively, were outstanding at June 30, 1999. The senior credit
facilities provide for nominal annual amortization of the term loans and final
maturity in 2006. The senior credit facilities contain provisions under which
interest rates on the term loans and the revolving credit loans are adjusted in
increments based on the rate of consolidated total debt to adjusted cash flow.
At June 30, 1999, the term loan rate was at 7.00% and the weighted average
interest rate for the revolving credit facility was 6.80%. The commitments for
revolving credit loans expire in 2005. CCPC expects that its working capital
needs and other requirements will require it to obtain replacement revolving
credit facilities at that time. The 9 5/8% Series B Senior Subordinated Notes
carry a principal amount of $200.0 million and mature in 2008. The Notes are
subordinate and junior in right of payment to all existing and future senior
indebtedness of the CCPC, including all indebtedness under the senior credit
facilities.
The obligations of the Company under the Notes and the indenture relating to
the Notes have not been guaranteed by subsidiaries of the Company. The credit
facilities contain numerous financial and operating covenants that will limit
the discretion of the Company's management with respect to certain business
matters. These covenants place significant restrictions on, among other things,
the ability of the Company to incur additional indebtedness, pay dividends and
other distributions, prepay
17
<PAGE>
subordinated indebtedness, enter into sale and leaseback transactions, create
liens or other encumbrances, make capital expenditures, make certain investments
or acquisitions, engage in certain transactions with affiliates, sell or
otherwise dispose of assets and merge or consolidate with other entities and
otherwise restrict corporate activities. The credit facilities also require the
Company to meet certain financial ratios and tests. The credit facilities and
the indenture contain customary events of default.
The credit facilities contain numerous financial and operating covenants. In
addition, the credit facilities also require the company to meet certain
financial ratios and tests including a ratio of debt to EBITDA and EBITDA to
cash interest expense (where EBITDA represents adjusted cash flow as described
more fully in the credit facilities). CCPC was in compliance with its covenants
at June 30, 1999.
CASH FLOWS
In 1999, CCPC's operating activities used cash of $30.9 million compared to
$20.5 during the same period in 1998. Cash generated as a result of the
Company's inventory reduction program was more than offset by the deferral of
certain payments until the first quarter of 1999 as a result of tightened cash
management initiatives taken late in 1998. Investing activities used cash of
$10.6 million in 1999 compared to $7.9 million in 1998 due primarily to the
capitalization of costs associated with the implementation of a comprehensive
enterprise-wide resource management system. Net cash generated in financing
operations totaled $35.5 million for 1999 compared to $34.0 million for the same
period in 1998 as a result of borrowings needed to fund working capital.
CCPC currently believes that cash flow from operating activities, together
with borrowings available under the revolving credit facility, will be
sufficient to fund CCPC's currently anticipated working capital requirements,
capital expenditures, interest payments and scheduled principal payments. Any
future acquisitions, joint ventures or other similar transactions will likely
require additional capital and there can be no assurance that any such capital
will be available to CCPC on acceptable terms or at all.
INVENTORY REDUCTION PROGRAM
In the third quarter of 1998 CCPC implemented an ongoing inventory reduction
program. The year on year impact of the program is as follows:
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1999 1998
---------- ----------
<S> <C> <C>
Finished goods........................................................ $ 77,627 $ 72,493
Work in process....................................................... 49,936 69,214
Raw materials......................................................... 9,056 9,094
Supplies and packing materials........................................ 6,088 13,435
---------- ----------
$ 142,707 $ 164,236
---------- ----------
---------- ----------
</TABLE>
Inventories have been reduced by $21.5 million at June 1999 in comparison to
June 1998. The inventory reduction program has had the effect of improving cash
flow and reducing inventory carrying costs.
RESTRUCTURING
In the first quarter of 1999 CCPC initiated a plan to restructure its
manufacturing and supply organization designed to reduce costs through the
elimination of under-utilized capacity, unprofitable product lines and increased
utilization of the remaining facilities. Management believes that the changes
will increase the Company's ability to compete by opening up diverse sources of
supply both in the United States and internationally.
18
<PAGE>
The restructuring includes the discontinuation of the commercial tableware
product line and closure of the related portion of CCPC's manufacturing facility
in Charleroi, Pennsylvania. In order to optimize the utilization of the
Charleroi facility, CCPC will move Corelle-Registered Trademark- cup production
to its Martinsburg, West Virginia facility and to third party suppliers, CCPC's
supply contract with Corning's Greenville, Ohio facility will be terminated and
Pyrex-Registered Trademark- production will be consolidated at the Charleroi
facility. Additionally, CCPC will discontinue manufacturing rangetop cookware
and close its manufacturing and distribution center in Clinton, Illinois. Future
supply will be sourced from third party manufacturers.
The cash and non cash elements of the restructuring charge approximate $20.6
million and $55.6 million, respectively. The Company has spent $2.2 million in
cash on the program to date. The cash charges will primarily be incurred in the
third and fourth quarters of 1999.
SUBSEQUENT EVENT
On August 2, 1999 the CCPC Acquisition Corp. (the parent of the Company)
announced the signing of a definitive merger agreement for CCPC Acquisition
Corp. to acquire General Housewares Corp. in a transaction valued at
approximately $145 million, including assumption of debt.
On August 5, 1999 CCPC Acquisition Corp. announced the signing of a
definitive merger agreement for CCPC Acquisition Corp. to acquire the publicly
traded EKCO Group. The transaction is valued at approximately $300 million,
including the assumption of debt. The transactions are expected to close by the
end of the third quarter or early in the fourth quarter of 1999.
It is anticipated that General Housewares Corp. and EKCO Group, after
certain asset divestitures, will become part of CCPC Holding Company Inc., the
registrant. Although specifics have yet to be determined, CCPC Holding Company,
Inc. anticipates financing the acquisition through a combination of its existing
credit facilities and/or an equity contribution.
IMPACT OF THE YEAR 2000 ISSUE
OVERVIEW
The year 2000 issue is the result of computer programs written using two
digits rather than four to define the applicable year. Any of CCPC's computer
programs that have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities. If not addressed, the Year 2000 issue
could have a material adverse impact on the business operations and financial
results of the Company.
To address this issue, CCPC's Year 2000 Program is a risk-based plan divided
into three phases that are being executed by both internal and external
resources. These phases are: Phase I--an inventory of all systems, assigning a
business priority for each system and performing a preliminary assessment of
Year 2000 susceptibility; Phase II--completion of a detailed Year 2000
susceptibility analysis and development of remediation plans and contingency
plans; and Phase III--implementation of the remediation plans and, if necessary,
contingency plan(s) and completing final system testing.
The Year 2000 efforts are divided into three areas that include, (1) systems
being replaced by new enterprise-wide system implementations; (2) systems that
will not be replaced by the new enterprise-wide system implementations,
including non-information technology systems such as plant process controls; and
(3) external suppliers and customers. A discussion of each area of activity
relative to the three phased approach follows.
19
<PAGE>
ENTERPRISE-WIDE SYSTEMS
As of June 30, 1999, CCPC substantially completed all of the implementation
of the enterprise-wide resource management system. The enterprise-wide system
versions are represented to be Year 2000 compliant by the vendor. Due to the
relative complexity and importance of the existing business and accounting
systems to ongoing operations, the new enterprise-wide system implementations
will address the significant majority of CCPC's internal Year 2000 risk
associated with business applications.
OTHER SYSTEMS
As of June 30, 1999, CCPC completed substantially all of the needed
remediation work for these other systems. For the systems not to be replaced by
enterprise-wide implementations, Phase I is complete, Phase II is substantially
complete, and Phase III remediation has begun.
SUPPLIERS AND CUSTOMERS
CCPC is in the final phase of the plan to assess and address the risks
related to third party suppliers and customers. As a result of initial
inquiries, supplier and customer responses have been received. These responses
are being evaluated and appropriate procedures will be performed to determine
the extent to which CCPC may be vulnerable to the failure of third parties to
resolve their own Year 2000 issues. Efforts related to suppliers and customers,
including development of contingency plans where appropriate, are targeted for
refinement by September 30, 1999. Although the CCPC systems do not rely
significantly on systems of other companies, CCPC cannot provide assurance that
failure of third parties to address the Year 2000 issue will not have an adverse
impact on business operations and results.
BUSINESS CONTINUATION TEAMS
To optimize and integrate contingency planning, business continuation teams
have been formed at major operational locations to perform cross-functional risk
assessment and develop appropriate, concerted contingency plans commensurate
with perceived probability of failure and adverse financial impact.
COSTS
Significant investments in enterprise-wide information systems have been
made since 1996 that will total approximately $16.5 million by December 31,
1999. The cost to make the remaining systems Year 2000 compliant is estimated to
be $0.6 million. As of June 30, 1999, CCPC had incurred costs of approximately
$16.0 million for enterprise-wide systems and approximately $0.4 million for
other systems and efforts.
RISKS
Due to the general uncertainty inherent in the Year 2000 problem, including
the uncertainty associated with suppliers and customers, the potential effect of
the Year 2000 issue on the financial results and condition of CCPC has not been
measured. CCPC intends its Year 2000 Program, as described above, to be
completed on a timely basis so as to significantly reduce the level of
uncertainty and the impact on business operations and financial results.
Contingency plans have been and will continue to be developed and implemented to
mitigate Year 2000 risks and the effect of Year 2000 issues. These contingency
plans generally include remediation of existing business systems in the event
the enterprise-wide implementations are delayed. To date, some of these
contingency plans have been implemented to reduce the risk of potential delays
in enterprise-wide system implementations.
20
<PAGE>
Readers are cautioned that forward-looking statements contained in the Year
2000 Update should be read in conjunction with the disclosure under the heading:
"Forward-Looking and Cautionary Statements".
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed below,
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this report, including without
limitation, in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's related press releases and in oral
statements made by authorized officers of the Company. When used in this report,
any press release or oral statement, the words "looking forward," "estimate,"
"project," "anticipate," "expect," "intend," "believe" and similar expressions
are intended to identify a forward-looking statement. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties
and other factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. The forward-looking statements
regarding such matters are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments, as well as other factors it
believes are appropriate in the circumstances. Whether actual results and
developments will conform with the Company's expectations and predictions,
however, is subject to a number of risks and uncertainties, in addition to the
risk factors discussed above, including: a global economic slowdown in any one,
or all, of the Company's sales categories; loss of sales as the Company
streamlines and focuses on strategic accounts; unpredictable difficulties or
delays in the development of new product programs; increased difficulties in
obtaining a consistent supply of basic raw materials such as sand, soda ash,
steel or copper and energy inputs such as electrical power or natural gas at
stable pricing levels; development by the Company of an adequate administrative
infrastructure; technological shifts away from the Company's technologies and
core competencies; unforeseen interruptions to the Company's business with its
largest customers resulting from, but not limited to, financial instabilities or
inventory excesses; the effects of extreme changes in monetary and fiscal
policies in the United States and abroad, including extreme currency
fluctuations and unforeseen inflationary pressures such as those recently
experienced by certain Asian economies; drastic and unforeseen price pressures
on the Company's products or significant cost increases that cannot be recovered
through price increases or productivity improvements; significant changes in
interest rates or in the availability of financing for the Company or certain of
its customers; loss of any material intellectual property rights; any
difficulties in obtaining or retaining the management or other human resource
competencies that the Company needs to achieve its business objectives; and
other factors, many of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-Q are
qualified by these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequences to
or effects on the Company and its subsidiaries or their business or operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CCPC has market risk in the areas of foreign currency and fixed interest
rate debt.
Currency exchange fluctuations could significantly affect CCPC's foreign
sales and earnings. The increased strength of the U.S. dollar has, in 1999, and
may in future periods, increase the effective price of the Company's products
sold in U.S. dollars with the result of materially adversely affecting sales.
CCPC's costs are predominantly denominated in U.S. dollars. Thus, with respect
to sales conducted in foreign currencies, increased strength of the U.S. dollar
decreases CCPC's reported
21
<PAGE>
revenues and margins in respect of such sales to the extent CCPC is unable or
determines not to increase local currency prices.
At June 30, 1999, CCPC held foreign exchange contracts in Canadian and
Australian dollars totaling a notional amount of $3.3 million. The contracts are
less than 90 days in length and as of June 30, 1999 the fair value of the
contracts approximated the notional amount.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings which are material in relation to the
consolidated financial statements of CCPC.
CCPC has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and
cookware product lines. The company maintains product liability coverage,
subject to certain deductibles and maximum coverage levels that the company
believes is adequate and in accordance with industry standards.
In addition to product liability claims, from time to time the company is
involved in various legal actions in the ordinary course of business. The
company is not currently involved in any legal actions which, in the belief of
management, could have a material adverse impact on the company.
ITEM 5. OTHER INFORMATION
Subsequent to June 30, 1999, CCPC Acquisition Corp. (the parent of CCPC
Holding Company Inc.) announced definitive merger agreements for the acquisition
of General Housewares Corp. and EKCO Group. See Exhibit 99 to the Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See the Exhibit Index which is located on page 24.
Other items under Part II are not applicable.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
CCPC HOLDING COMPANY, INC.
---------------------------------------------
(Registrant)
</TABLE>
<TABLE>
<C> <S>
August 13, 1999 /s/ PETER F. CAMPANELLA
- ------------------------------------------- ---------------------------------------------
Date Peter F. Campanella
President and Chief Executive Officer
August 13, 1999 /s/ ANTHONY P. DEASEY
- ------------------------------------------- ---------------------------------------------
Date Anthony P. Deasey
Senior Vice President--Finance and
Chief Financial Officer
</TABLE>
23
<PAGE>
CCPC HOLDING COMPANY, INC.
EXHIBIT INDEX
This exhibit is numbered in accordance with Exhibit Table I of Item 601 of
Regulation S-K
<TABLE>
<CAPTION>
PAGE NUMBER IN
MANUALLY SIGNED
EXHIBIT # DESCRIPTION ORIGINAL
- ------------- -------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
27 Financial Data Schedule...............................................................
99.1 Press Release.........................................................................
99.2 Press Release.........................................................................
</TABLE>
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1999, AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE SIX MONTHS JUNE 30, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,974
<SECURITIES> 0
<RECEIVABLES> 53,079
<ALLOWANCES> 5,857
<INVENTORY> 142,707
<CURRENT-ASSETS> 207,415
<PP&E> 318,068
<DEPRECIATION> 218,689
<TOTAL-ASSETS> 430,049
<CURRENT-LIABILITIES> 87,562
<BONDS> 470,571
0
34,778
<COMMON> 240
<OTHER-SE> (204,289)
<TOTAL-LIABILITY-AND-EQUITY> 430,049
<SALES> 221,777
<TOTAL-REVENUES> 221,777
<CGS> 145,100
<TOTAL-COSTS> 145,100
<OTHER-EXPENSES> 147,109
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,956
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<PAGE>
Exhibit 99.1
Contacts: David T. Lanzillo Raymond J. Kulla
Corning Consumer Products General Housewares
607-377-8259 812-232-1000
[email protected] Ext. 5289
CORNING CONSUMER PRODUCTS COMPANY
TO ACQUIRE GENERAL HOUSEWARES CORPORATION
ELMIRA, N.Y., and TERRE HAUTE, Ind., August 2, 1999 - Corning Consumer Products
Company and General Housewares Corp. (NYSE: GHW) today announced the signing of
a definitive merger agreement for CCPC Acquisition Corp. (the parent of Corning
Consumer Products) to acquire General Housewares for $28.75 per share in cash in
a transaction valued at approximately $145 million, including assumption of
debt. The per-share price represents a 40 percent premium over the closing price
of $20.50 per share in NYSE trading on July 30.
The transaction has been approved by the Board of Directors of General
Housewares and is subject to the approval of the company's shareholders at a
special meeting. The merger would be effected promptly following such approval,
and each common share of General Housewares would be converted into the right to
receive $28.75 in cash. The completion of the merger, which is expected to occur
in the fourth quarter of 1999, is also subject to customary government filings
and other customary closing conditions.
Peter F. Campanella, President and Chief Executive Officer of Corning
Consumer Products, said, "General Housewares has an outstanding lineup of useful
kitchen and other household products, including well-known brands led by OXO,
CHICAGO CUTLERY, OLFA, GRILLA GEAR and OLO. They're a great complement to our
CORELLE, CORNINGWARE, PYREX, REVERE and
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VISIONS product lines. Together we'll be a powerhouse in the kitchen housewares
category -- offering retailers a broader range of products and achieving
synergies for retailers, consumers and ourselves in everything from design
through distribution."
Paul A. Saxton, General Housewares' Chairman, President and Chief
Executive Officer, said, "The management and directors of General Housewares
have always focused on maximizing shareholder value. This merger transaction
increases the value of our shareholders' investment significantly. We're
particularly pleased to be merging with a leading, respected firm like Corning
Consumer Products."
Corning Consumer Products Company has been an affiliate of Borden, Inc.
and a member of the Borden Family of Companies since April 1998. Each member of
the Borden Family is privately owned by its own management and by affiliates of
investment firm Kohlberg Kravis Roberts & Co. Borden, Inc. provides significant
management and financial control across the family.
"Kitchen housewares is an exciting value-building opportunity," said C.
Robert Kidder, Chairman and Chief Executive Officer of Borden, Inc. "The
acquisition of General Housewares is just one step by Corning Consumer Products
in building a broader and stronger business platform, through internal growth
initiatives and potentially more acquisitions."
General Housewares Corp. is a leading manufacturer, marketer and
distributor of products for the housewares and craft/hardware markets. Annual
sales were $97 million in 1998. Headquartered in Terre Haute and employing
approximately 325 people, the company manufactures cutlery at Wauconda,
Illinois, while sourcing other products from third-party manufacturers.
Distribution is predominantly in North America.
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Corning Consumer Products Company, headquartered in Elmira, N.Y.,
markets houseware products under the CORNINGWARE, CORELLE, REVERE, PYREX and
VISIONS brand names. The company posted sales of $533 million in 1998, employs
approximately 3,000 people and has facilities in Asia, Australia, Latin America
and the United States.
# # #
<PAGE>
Exhibit 99.2
Contact: David T. Lanzillo
Corning Consumer Products
(607) 377-8259
[email protected]
Anthony P. Deasey
Chief Financial Officer
Corning Consumer Products
(607) 377-8005
Don DeNovellis
Chief Financial Officer
EKCO Group, Inc.
(603) 888-1212
CORNING CONSUMER PRODUCTS COMPANY TO ACQUIRE EKCO GROUP, INC.
Elmira, NY, and Nashua, NH, August 5, 1999 - Corning Consumer Products
Company and EKCO Group, Inc. (AMEX:EKO) today announced the signing of a
definitive merger agreement for CCPC Acquisition Corp. (the parent of Corning
Consumer Products) to acquire EKCO Group for $7.00 per share in cash in a
transaction valued at approximately $300 million, including the assumption of
debt. The per-share price represents a 56 percent premium over EKCO Group's
closing price of $4.50 per share in American Stock Exchange trading on August 4,
1999.
The transaction provides for an all-cash tender offer by CCPC
Acquisition for all of the EKCO Group shares outstanding to commence within five
business days. The agreement has been approved by the Board of Directors of EKCO
Group. The tender offer is expected to close by September 10, unless extended,
and is subject to the valid tender of at least a majority of the outstanding
EKCO Group shares on a fully diluted basis, and to customary government filings
and other customary conditions.
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"EKCO Group's metal bakeware brands, which include EKCO(R), Baker's
Secret(R) and FARBERWARE(R) products, hold the number one position in this
category," said Peter F. Campanella, President and Chief Executive Officer of
Corning Consumer Products, "just as we are the leader in glass and ceramic
ovenware and bakeware with Corningware(R) and Pyrex(R) brands. We are delighted
to be adding the EKCO(R) kitchen tool line as well, which is an excellent
complement to the premium OXO(R) line of kitchen tools that we will be gaining
as part of our pending General Housewares acquisition announced just three days
ago.
"Corning Consumer Products will soon be offering consumers a broader
range of branded kitchen housewares products," Campanella continued, "and we
will be selling through a wider range of houseware retailers as well."
Malcolm L. Sherman, Chairman and Chief Executive Officer of EKCO Group,
added, "Through this transaction, we are pleased to be delivering significant
value to our shareholders. We believe that the prospects for the combined
businesses are exceptional. Corning Consumer Products has an excellent
reputation for producing high quality products with a strong portfolio of brand
names, which complements EKCO Group's family of powerful brands that are some of
the most widely recognized household names in the country. We are confident that
an organization of Corning Consumer's caliber will continue to develop the
brands we have worked so hard to build, as well as provide our employees with
significant opportunities for professional advancement."
Corning Consumer Products Company has been an affiliate of Borden, Inc.
and a member of the Borden Family of Companies since April 1998. Each member of
the Borden Family is privately owned by its own management and by affiliates of
the investment firm Kohlberg Kravis Roberts & Co. Borden, Inc. provides
significant management and financial control across the family.
"When Corning Consumer Products joined the Borden Family of Companies,
I stated that the vision for Corning Consumer included building a broader
business in kitchen housewares," said C. Robert Kidder, Chairman and Chief
Executive Officer of Borden, Inc. "The acquisitions of EKCO Group and
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General Housewares are key steps in that direction and will enhance Corning
Consumer's ability to serve both consumers and retailers."
The tender offer for EKCO Group shares will be made only through
definitive tender offer documents, which will be filed with the Securities and
Exchange Commission and mailed to the stockholders of EKCO Group. Following the
completion of the tender offer, it is contemplated that the holders of any
then-outstanding common shares will receive, in a second-step merger, the same
$7.00 per share cash consideration as holders will receive in the tender offer.
EKCO Group was advised in the transaction by Lehman Brothers and Corning
Consumer and Borden were advised by Goldman Sachs.
EKCO Group, Inc. is a leading manufacturer and marketer of branded
consumer products that are broadly marketed primarily through major mass
merchant, supermarket, home, hardware, specialty and department stores. The
Company's products include household items such as bakeware, kitchenware,
pantryware, brooms, brushes and mops, as well as nonpoisonous and low-toxic
household pest control products and small animal care and control products. In
addition, the Company also markets pet supplies and accessories, such as ropes,
chews, collars and leashes, through its subsidiary, Aspen Pet Products. EKCO
Group, headquartered in Nashua, New Hampshire, posted sales of $328 million in
fiscal 1998 and employs approximately 1,150 people.
Corning Consumer Products Company, headquartered in Elmira, N.Y.,
markets housewares products under the Corningware(R), Corelle(R), Revere(R),
Pyrex(R) and Visions(R) brand names. The company posted sales of $533 million in
1998, employs approximately 3,000 people and has facilities in Asia, Australia,
Latin America and the United States.
On August 2, Corning Consumer Products announced a definitive merger
agreement providing for the acquisition of General Housewares Corp., a leading
producer of kitchen and other household products, in a $145 million transaction.
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EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS PRESS RELEASE, [INCLUDING BUT NOT LIMITED TO THE COMPANY'S PROJECTIONS OF
FINANCIAL RESULTS FOR THE SECOND HALF OF FISCAL 1999 AND FOR THE FULL YEAR], ARE
FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. SUCH STATEMENTS, [INCLUDING THE COMPANY'S CURRENT
EXPECTATIONS REGARDING FUTURE FINANCIAL RESULTS], ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN
THE FORWARD-LOOKING STATEMENTS. SUCH FACTORS AND UNCERTAINTIES INCLUDE, BUT ARE
NOT LIMITED TO: THE IMPACT OF THE LEVEL OF THE COMPANY'S INDEBTEDNESS;
RESTRICTIVE COVENANTS CONTAINED IN THE COMPANY'S VARIOUS DEBT DOCUMENTS; GENERAL
ECONOMIC CONDITIONS AND CONDITIONS IN THE RETAIL ENVIRONMENT; THE COMPANY'S
DEPENDENCE ON A FEW LARGE CUSTOMERS; PRICE FLUCTUATIONS IN THE RAW MATERIALS
USED BY THE COMPANY; COMPETITIVE CONDITIONS IN THE COMPANY'S MARKETS; THE TIMELY
INTRODUCTION OF NEW PRODUCTS AND COSTS ASSOCIATED THEREWITH; THE IMPACT OF
COMPETITIVE PRODUCTS AND PRICING; CERTAIN ASSUMPTIONS RELATED TO CONSUMER
PURCHASING PATTERNS; THE SEASONAL NATURE OF THE COMPANY'S BUSINESS; THE TIMELY
IMPLEMENTATION BY THE COMPANY OF ITS YEAR 2000 PROJECT, THE FUTURE COSTS
ASSOCIATED WITH ITS YEAR 2000 PROJECT AND THE TIMELY CONVERSION BY KEY VENDORS,
CUSTOMERS, SUPPLIERS AND OTHER THIRD PARTIES ON WHICH THE COMPANY'S BUSINESS
RELIES; AND THE IMPACT OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL REQUIREMENTS
(INCLUDING THE IMPACT OF CURRENT OR FUTURE ENVIRONMENTAL CLAIMS AGAINST THE
COMPANY). AS A RESULT, THE COMPANY'S RESULTS MAY FLUCTUATE. ADDITIONAL
INFORMATION CONCERNING RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS IS CONTAINED
IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S BEST ESTIMATES AS OF THE DATE
OF THIS PRESS RELEASE. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE SUCH
ESTIMATES EXCEPT AS REQUIRED BY THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION. FARBERWARE(R) IS A REGISTERED TRADEMARK OF FARBERWARE,
INC.(R).
# # #
FOR MORE INFORMATION REGARDING EKCO GROUP, PLEASE CONTACT:
MORGEN-WALKE ASSOCIATES
212-850-5600
INVESTOR CONTACT: PRESS RELATIONS:
STACEY BIBI, CAROLINE EUSTACE MICHAEL MCMULLAN/STACY ROTH
