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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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: 333-60855
AMM HOLDINGS, INC.
(Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 52-2088661
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Tyson Place, Suite 200
2607 Kingston Pike 37919-4048
Knoxville, TN (Zip Code)
(Address of principal executive offices)
</TABLE>
(865) 329-5300
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark whether the Registrants (1) 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 were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
---
As the Registrants' Common Stock is not publicly traded, the aggregate market
value of the voting stock held by non-affiliates of the Registrants cannot be
determined.
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Indicate the number of shares outstanding of each of the Registrants' classes of
Common Stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Date Class Outstanding Shares
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<S> <C> <C>
March 31, 2000 AMM Holdings, Inc.
Common Stock, $.01 par value 1,000
</TABLE>
Moll Industries, Inc. is a wholly-owned subsidiary of Anchor Holdings, Inc.
which is a wholly-owned subsidiary of AMM Holdings, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
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AMM Holdings, Inc.
Annual Report on Form 10-K
TABLE OF CONTENTS
<TABLE>
<S> <C> <C> <C>
PART I .......................................................................................................... 1
Item 1. BUSINESS................................................................................ 1
Item 2. PROPERTIES.............................................................................. 10
Item 3. LEGAL PROCEEDINGS....................................................................... 11
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................... 11
PART II .......................................................................................................... 12
Item 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS......................................................... 12
Item 6. SELECTED FINANCIAL DATA................................................................. 12
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................................... 13
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS................................................................................... 19
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................................. 20
(1) Report of Independent Public Accountants ............................................... 20
(2) Consolidated Balance Sheets for fiscal years ended December 31, 1998 and 1999........... 21
(3) Consolidated Statements of Operations for fiscal years ended December 31, 1997, 1998 and
1999.................................................................................... 23
(4) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended
December 31, 1997, 1998 and 1999........................................................ 24
(5) Consolidated Statements of Deficit for fiscal years ended December 31, 1997, 1998 and
1999.................................................................................... 25
(6) Consolidated Statements of Cash Flows for fiscal years ended December 31, 1997, 1998 and
1999.................................................................................... 26
(7) Notes to Consolidated Financial Statements.............................................. 28
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE................................................................ 45
PART III .......................................................................................................... 46
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................................... 46
Item 11. EXECUTIVE OFFICER COMPENSATION.......................................................... 47
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......................... 50
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................................... 50
PART IV .......................................................................................................... 52
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K......................... 52
</TABLE>
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PART I
Item 1. BUSINESS.
AMM Holdings ("AMM Holdings", a wholly-owned subsidiary of AMM Holdings,
LLC) is a holding company and does not have any material operations or assets
other than ownership of all the capital stock of Anchor Holdings, Inc.
("Holdings"), which does not have any material operations or assets other
than ownership of all the capital stock of Moll Industries, Inc. (the
"Company"), an operating company. AMM Holdings generated 1999 net sales, net
loss and EBITDA of $398.0 million, $37.7 million and $23.4 million,
respectively.
Overview of the Company
The Company is a leading full service manufacturer and designer of
custom molded and assembled plastic components for a broad variety of
customers and end markets throughout North America and Europe.
The Company serves over 450 customers, including leading multinational
companies such as Abbott Laboratories, Colgate-Palmolive, Kimberly-Clark,
L'Oreal, Maybelline, Motorola, Procter & Gamble, Renault, SEB, Siemens,
Whirlpool and Xerox. Products using the Company's plastic components are sold
in a wide range of end markets, including end markets for consumer products,
telecommunications/business equipment, household appliances, automobiles and
medical devices. The Company believes that the diversity of its customers,
markets and geographic regions creates a stable revenue base and reduces the
Company's exposure to particular market or regional economic cycles. The
Company generated 1999 net sales, net loss and EBITDA of $398.0 million,
$32.5 million and $23.4 million, respectively, making it one of the largest
non-automotive plastic injection molding companies in North America and one
of the largest plastic component suppliers in Europe.
The Company has 26 production facilities with approximately 700 molding
machines throughout North America and Europe, including France, the United
Kingdom and Portugal. The Company is capable of providing its customers with
integrated design and prototype development, mold design and manufacturing,
advanced plastic injection molding capabilities, and value-added finishing
services, such as hot stamping, pad printing, assembly and complete product
testing, all of which enable it to provide "one-stop" shopping to customers
seeking a wide range of services. The Company's technologically advanced
production facilities and equipment enable it to provide customized solutions
to highly demanding customer specifications. Management believes that few
competitors offer the scale, expertise, reputation and range of services that
the Company provides.
The Company was formed through the merger in 1998 (the "Merger") of two
leading plastic injection molders, Moll PlastiCrafters Limited Partnership
("Moll") and Anchor Advanced Products, Inc. ("Anchor"), which were each
controlled by Mr. George Votis. See Note 2 to the Notes to Consolidated
Financial Statements for a description of the Merger and the accounting
treatment thereof. Immediately prior to the Merger, Moll and Anchor were
independently operated entities. Anchor survived the Merger and changed its
name to "Moll Industries, Inc." Mr. Votis acquired Moll's predecessor in 1989
and had since completed seven acquisitions, increasing Moll's revenues from
approximately $8 million in 1989 to approximately $223.5 million in 1998 on a
pro forma basis. Such acquisitions included the acquisition in August 1997 of
a group of companies that had previously been under common ownership
("Hanning") which supplies injection molded plastic components for use in
digital photocopiers with manufacturing facilities located in the United
States, the United Kingdom and Germany, which had 1998 revenues of $47.0
million, and the acquisition in January 1998 of Somomeca Industries S.A.R.L.
and its subsidiaries ("Somomeca"), a French injection molder which had 1998
revenues of $90.5 million. In March 1998, Mr. Votis acquired Anchor, which
began operations in 1941 as a manufacturer of cosmetic brushes for Maybelline
and which had revenues of $143.0 million in 1998. In June 1998, the Company
acquired Gemini Plastic Services, Inc. ("Gemini") which had revenues of $19.6
million in 1998. In April 1999, the Company acquired three locations of
Compression, Inc., which designs products for the industrial and consumer
products markets. In May 1999, the Company acquired Souplex, Limited, a
telecommunications and consumer products plastic molding and tooling building
company with two locations in the United Kingdom.
In addition to the Merger, in June 1998, the Company also consummated an
offering (the "Offering") of $130,000,000 of its 10 1/2% Senior Subordinated
Notes due 2008 (the "Notes") (the Offering, together with the Merger and the
acquisition of Gemini, (the "Transactions"). Also in June 1998, AMM Holdings
consummated an offering (the "Senior Discount Notes Offering") of $68.0
million of its 13-1/2% Senior Discount Notes due 2009 (the "Senior Discount
Notes"). Holdings is the guarantor of the Company's 11 3/4% Series B Senior
Notes due 2004 (the "Senior Notes") issued by Anchor prior to the Merger.
The structure of the Company is as indicated in the table below:
<PAGE>
<TABLE>
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AMM Holdings, Inc.
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|
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Anchor Holdings, Inc.
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Moll Industries, Inc.
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| | | | | |
<S> <C> <C> <C> <C> <C>
Cepillos De Moll Industries, Moll Industries UK, Moll France SARL Anchor Advanced Percept
Matamoros Limited Limited Products Foreign Industrial
S.A. de C.V. Sales Corporation Design, Inc.
</TABLE>
Note: Certain subsidiaries of the Company are held through one or more
intermediate holding companies for certain corporate and tax considerations.
However, such holding companies have not been reflected on this chart.
The Company was formed to combine the manufacturing, marketing and
management resources of Moll and Anchor to create further opportunities for
growth and development. As a result of the Merger, management believes that
the Company is positioned to benefit from the growth and consolidation of the
plastics industry. The Company also believes that the consummation of the
Merger significantly enhanced its future growth prospects and revenue
stability by broadening its customer base, manufacturing capabilities and
geographic presence. Moreover, the Company believes it is benefitting from
its increased scale, ability to centralize certain key logistical functions
and attendant cost savings opportunities.
Certain of the merged companies have experienced better operating
results than others. Since the Merger, management has been evaluating all of
its operations, especially those that are performing at a below average
level. As a result of the evaluation, the Company has 1) sold its metal
fabrication business in March 1999 to a supplier, 2) sold a non-essential
tool building facility in March 1999, 3) closed its Round Rock, Texas molding
facility, moving production from this facility to existing capacity in other
Company facilities and 4) sold its Germany division, which was experiencing
significant losses due to declining revenues from its primary customers.
Management continues to evaluate its remaining operations with the goals of
improved asset utilization and reduced costs.
Competitive Strengths
Management believes that the Company has achieved its current position as a
market leader because of the following competitive strengths:
Broad Geographic Presence. The Company's multiple plant locations
throughout North America and Europe enable it to (i) compete effectively for
contracts that require large volume runs and multiple distribution points, (ii)
offer its customers multiple production locations and (iii) allocate production
to the facility best suited for a job in view of its relative capabilities and
proximity to the customer. As a result, the Company is able to provide its
customers with a broad range of manufacturing capabilities, improved
responsiveness, timely delivery and reduced freight costs. In addition, by
operating geographically diverse plants, the Company can mitigate customer
sourcing risks associated with single facility production.
Full Service Capabilities. The Company provides its customers with
comprehensive services ranging from product design, product development,
prototyping and mold making to molding, painting and other value-added services.
As a result, management believes that the Company is one of a limited number of
full service plastic injection molders in North America and Europe that is well
positioned to benefit from the trend of customers outsourcing total project
management to full service multiple plant suppliers.
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Strong Customer Relationships. The Company believes that its ability to
attract and retain customers is in part attributable to the high level of
customer service it provides. The Company also believes that frequent
interaction with its customers in the product development process helps it to
develop long-term relationships. Of the Company's top ten customers in 1999, two
have been with the Company for over fifty years, three have been with the
Company for over ten years and the remainder have been with the Company for over
four years. For many of its key customers, the Company is the sole supplier for
specific parts. The Company's emphasis on customer partnerships and its
long-standing customer relationships provide it with a significant competitive
advantage.
Manufacturing Capabilities. The Company utilizes a wide range of advanced
manufacturing processes, such as gas assist molding, co-injection and two-shot
molding, automated assembly and testing, in-mold decorating, thin-wall molding
and in-mold bristling. The Company's manufacturing capabilities enable it to
provide innovative solutions and supply components in an integrated process. For
example, the Company worked closely with Renault to produce dashboard grilles
using a newly developed co-injection molding technology.
Superior Product Quality. The Company uses quality systems and operations
management techniques to meet the highest standards and to reduce costs. The
Company continually invests in technology and training to monitor and improve
quality. Included among such investments are effective management systems to
ensure real-time information and control, statistical process control systems,
failure mode and detect analysis systems, microprocessor-controlled molding
machines and automated assembly equipment. In addition, the Company has material
and product testing equipment that monitors product reliability to meet exacting
quality standards.
Business Strategy
The Company seeks to further strengthen its leadership position in the
plastic molding industry and to maximize its financial performance by employing
the following strategies:
Capitalize on Cross-Selling Opportunities. The Company believes that the
Merger creates new opportunities to cross-sell products and services between
each of Anchor's and Moll's customer bases. For example, while Anchor's
operations prior to the Merger were confined to North America, many of its
customers are multinational firms with significant European operations.
Management believes that offering such customers access to the Company's
European operations, operated by Moll prior to the Merger, is a significant
growth opportunity.
Centralize Sales and Marketing. The Company has centralized management
of its sales and marketing efforts to improve communication with customers,
better cross-sell services to customers and ensure uniform pricing and sales
strategies. While local sales and management staff will maintain direct
relationships with customers and production facilities, a centralized sales
and marketing effort allows the Company to serve national and international
accounts more effectively and to pursue customers located outside an
individual plant's geographic service area. The Company's centralized sales
and marketing group is responsible for identifying market trends and
assisting customers with new product ideas as well as promoting the Company
through customer presentations, advertising and trade shows.
Expand Globally. The Company believes that it is one of the largest
North American plastic injection molders with a significant European
presence. Such capabilities allow the Company to (i) penetrate new geographic
regions with its existing multinational customers, such as L'Oreal,
Motorola, SEB Siemens, Whirlpool and Xerox, and (ii) acquire complementary
manufacturing facilities in strategic locations. Continuing to pursue this
strategy will enable the Company to effectively provide a complete and
integrated range of molding, manufacturing and value-added services on a
global basis.
Reduce Costs. The Company continually aims to improve its cost
effectiveness by increasing productivity and implementing operational
improvements. In 1999, the Company consolidated its cosmetics packaging
business from three locations while also consolidating its medical devices
business from three locations. This resulted in the sale of two facilities
and the refocusing of two other facilities on other product lines.
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Management believes that the Company will continue to create opportunities to
reduce costs by: (i) reducing overhead expenses through optimization of labor
and equipment resources at each of the Company's facilities; (ii) divesting
or discontinuing less profitable business lines; (iii) eliminating redundant
administrative operations and related personnel; and (iv) where appropriate,
moving key management personnel on-site to the Company's manufacturing plants
in order to oversee expansion and/or execution of cost control measures.
Continue Strategic Acquisitions. Strategic acquisitions have been, and
management believes will continue to be, an important element in the Company's
growth and in its efforts to capitalize on favorable industry trends. The
Company will consider future acquisition opportunities that are attractively
priced and which the Company believes will strengthen its customer base, broaden
its geographic presence, enhance its production capabilities and provide
significant operating synergies. While the Company routinely enters into
discussions with potential acquisition candidates, no material discussions have
progressed beyond the preliminary stages.
Industry Overview and Trends
Injection molding is one of the most widely used plastic processing methods
in the world due to the high-quality properties of the finished product and its
cost effectiveness. According to industry sources, demand for injection molded
plastics in the United States is projected to grow at 3.3% annually. Such growth
is expected to result from a number of key factors including: (i) improved
resins and processing capabilities; (ii) versatility of the injection molding
process; and (iii) cost and performance advantages of plastic over substitute
materials. Despite the expected increase in demand for plastic injection molded
products, the U.S. molding industry remains highly fragmented with over 2,500
injection molders operating more than 10,000 plant locations. The capabilities
of these molders vary widely, as do their end markets.
In recent years, plastic injection molders have benefited from technology
improvements that have enabled plastic to replace other materials (most notably
metal, glass and paper) in a variety of applications. Plastic has been
substituted for these materials primarily because of its disposability, ease of
manufacture, durability, aesthetic appeal, flexibility of form and weight.
Additionally, plastic often provides significant cost savings over other
materials due to design and fabrication and raw material cost advantages. By
successfully substituting plastic for other materials, manufacturers can
significantly reduce the amount of necessary parts, manufacturing steps, labor
costs, energy costs and transportation expenses associated with producing their
products. As a result, management believes that substantial growth potential
exists for plastics through further materials substitution.
In addition to the growth projected for the plastics industry as a whole,
growth for larger injection molders such as the Company is driven by industry
consolidation and the trend among customers to outsource their injection molding
needs. Management believes that the consolidation of the highly fragmented
plastics injection molding industry has accelerated in recent years as a result
of customer preferences toward larger, full-service independent molders that are
able to provide total project management. As customers place increasing emphasis
on minimizing the "time to market" for their new products and ensuring that
their requirements for production, quality and timely delivery are satisfied,
they are increasingly relying on one full-service supplier for each new product
launch. Given that molders in these relationships are involved in many decisions
that affect cost and prevent complications in production, they are better able
to preserve attractive margins.
The trend toward customer consolidation of suppliers has created
significant opportunities for injection molders such as the Company who possess
full-service capabilities. Given the capital investment required to successfully
compete as a full-service injection molder, management believes that an
increasingly limited number of injection molders will be capable of providing
the quality and breadth of services demanded by high volume customers.
Furthermore, management believes that the trend among customers to develop
closer relationships with full-service injection molders mitigates the potential
threat of out-of-market competition. Inconsistent product quality, weak tooling
capabilities and significant distance from customers' manufacturing locations
have traditionally hindered limited service or out-of-market
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competitors from competing effectively for projects that require full-service
capabilities, outstanding quality and quick response time.
Markets and Products
Markets
The following table sets forth the percentages of the Company's total net
sales for the periods presented that were derived from sales to its different
end markets:
<TABLE>
<CAPTION>
1997(1) 1998(1) 1999
<S> <C> <C> <C>
Consumer Products................... 27.6% 29.1% 31.6%
Telecommunications/Business Equipment 18.9 17.5 14.6
Household Appliances................ 17.6 20.4 19.6
Automotive.......................... 12.3 13.8 11.5
Medical Devices..................... 8.1 8.2 8.7
Other Products...................... 15.5 11.0 14.0
---- ---- ----
Total..................... 100% 100% 100%
</TABLE>
- - ------------
(1) The information for 1997 and 1998 gives effect to the Transactions as
if they had occurred at the beginning of the periods presented.
Consumer Products
Within the consumer products market, the Company has particular strength
in the cosmetics and oral care sectors. The Company manufactures and supplies
plastic components to the cosmetics industry in five major product
categories: mascara, nail applicators, compacts, closures and lipstick
containers which collectively account for more than 130 different mascara
packages and 35 different lipstick containers. The Company enjoys substantial
business with the leading cosmetics companies, including L'Oreal, Maybelline,
Mary Kay and Aveda, which produce products marketed under the brand name
Great Lash(R) and many others. The Company also manufactures and assembles
point-of-purchase displays for Maybelline. Approximately 15.0% of the
Company's net sales in 1999 were derived from L'Oreal. The Company's
relationship with L'Oreal is governed by a letter agreement which will expire
on December 31, 2005. Such agreement does not contain any minimum purchase
requirements on the part of L'Oreal. Such agreement provides that if
long-term quality and reliability is violated, such agreement will become
null and void.
The Company is also a leading independent designer, manufacturer and
packager of toothbrushes in the United States with an estimated 1998 market
share of approximately 11% of all toothbrush manufacturing. Management
estimates that the domestic market for toothbrushes was 700 million units in
1999. The Company manufactures toothbrushes for Colgate-Palmolive, Procter &
Gamble, Cheseborough-Ponds and SmithKline Beecham, under such well-known
brand names as Crest(R), Colgate(R), Pepsodent(R) and Flexosaurus(R), and
electric toothbrush heads for Teledyne Water Pik, a division of Teledyne
Industries, Inc. Toothbrushes accounted for approximately 11.2%, 11.9% and
8.9% of consolidated sales in 1997, 1998 and 1999, respectively.
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Telecommunications/Business Equipment
The Company designs and manufactures plastic components for
telecommunications and business equipment in North America and Europe,
including complete multi-component assemblies for business telephones and
cellular telephone handsets manufactured by Siemens and Motorola, and
electronic telecommunications equipment and cellular tower construction
hardware manufactured by the 3M Corporation and Specialty Teleconstructers.
The Company also manufactures plastic components used in business equipment
such as photocopiers and digital imaging systems manufactured by Xerox.
Management believes that this end market offers attractive growth
opportunities due to growth currently being experienced in the
telecommunications market, particularly with respect to cellular telephones and
other personal communications devices. In addition, many multinational business
equipment manufacturers have also enjoyed strong and steady market growth
through international expansion as international sales continue to strengthen
profits. Based on industry sources, management believes that computer and office
equipment shipments will grow at over 6% annually (in real inflation-adjusted
terms through the year 2001) from $135 billion in 1996 to $182 billion in 2001.
Household Appliances
The Company is a leading independent designer and manufacturer of
plastic components used in household appliances including (i) refrigerators
(primarily high end side-by-side refrigerators), room air conditioning
systems and free standing and built-in ranges manufactured by Whirlpool, (ii)
countertop appliances manufactured by Tefal, (iii) laundry washers and dryers
manufactured by Electrolux and (iv) televisions manufactured by Daewoo.
Approximately 14.9% of the Company's net sales in 1999 were derived from
Whirlpool. The Company's relationship with Whirlpool is governed by a written
contract. However, such contract does not contain any minimum purchase
requirements on the part of Whirlpool. The initial term of such contract
expires on December 31, 2000, and, thereafter, such contract will be
automatically renewed for one year terms unless terminated in the manner
provided therein. Such contract can be terminated (i) by the parties by
mutual agreement at any time; (ii) by either party giving the other at least
six months notice of termination upon (a) the expiration of the initial term
or upon the expiration of any calendar year subsequent to the initial term
and (b) the parties failing to agree to certain price and quality
specifications, and (iii) by either party unilaterally for cause, which
includes, without limitation, substantial default, dissolution of either
party or insolvency of either party.
Management believes that this market offers attractive growth opportunities
due to steady growth in the household appliance market. Based on industry
sources, management believes that home appliance shipments will grow at over
2.3% annually (in real inflation-adjusted terms through the year 2001) from $223
billion in 1996 to $250 billion in 2001 driven by replacement demand as
appliances purchased in the 1980s are replaced with new products.
Automotive
The Company designs and manufactures plastic automotive components which
include (i) door handles, sun visors, wheel covers and intake grill manifolds
for Renault, (ii) motor scooter components for Peugeot, (iii) plastic
components used in turn signal and cruise control systems manufactured by
Delphi, (iv) interior components used in vehicles manufactured by Audi, BMW
and Freightliner and (v) insulating battery cases for Lydall.
Management believes that this market offers favorable growth opportunities
due to the steady growth in the automobile market in North America and Europe.
Medical Devices
The Company manufactures products for the U.S. medical device market. The
Company manufactures various plastic medical devices, including blood filtration
devices, angiographic syringes, intravenous equipment, in-vitro diagnostic kits,
medical scrub brushes and cardiotomy reservoirs, as well as various internal and
external plastic
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components used in medical and dental equipment manufactured by Adec, Acquson,
Abbott Hospital Products Division and Alcon Medical.
Plastics are becoming more widely used in medical devices as the medical
field realizes the value of reduced breakage, the ability to manufacture
extremely consistent parts in a cost effective manner and the infection control
benefits of disposable products. Management believes that the medical device
market offers attractive growth opportunities.
Other Products
The Company manufactures and assembles a broad range of commercial and
industrial soap dispensing equipment for Kimberly-Clark. The Company also
manufactures hatch covers used in recreational boats manufactured by Tempress,
and plastic lawn and garden equipment for Electrolux Consumer Products. In
addition, the Company manufactures resealable "living hinge" plastic closures
for Tetrapak.
Geographic Markets
The Company is a leading full service manufacturer and designer of
custom molded and assembled plastic components for a broad variety of
customers and end markets throughout North America and Europe. The Company
has 26 production facilities with approximately 700 molding machines
throughout North America and Europe, including France, the United Kingdom and
Portugal. The Company derived approximately 68% and 32% of its fiscal 1999
net sales in North America and Europe, respectively. Through its recent
acquisitions, the Company's geographic presence has been strategically
expanded into new regional, national and international markets. While the
Company believes its increased global presence allows it to better service
its numerous multinational customers, the Company views its markets in North
America and Europe as distinct in terms of customer base and product
requirements. Within each of these markets, the Company places great emphasis
on serving individual regional and national markets separately from
international markets and customers because such regional and national
customers often have specific requirements and preferences. Overall, the
Company believes that its expanded global presence has improved international
market penetration while facilitating more customized and expedient service
at the local and regional market level through proximity to its customers.
Customer Relationships
The Company has built and maintained solid and long-term relationships
with its customers. In certain cases, such ongoing relationships are governed
by long-term purchase and sale contracts. In 1999, approximately 43% of the
Company's net sales of molded products was covered by such contracts.
However, such contracts do not contain any minimum purchase requirements on
the part of the customer. Almost all such contracts can be terminated by the
parties thereto by mutual agreement and can also be terminated by either
party giving notice of termination upon certain occurrences, including,
without limitation, disagreement on quality, quantity and pricing issues,
insolvency or dissolution of any party thereto and upon any material breach
of such contracts by any party thereto.
Production
The Company utilizes a broad range of manufacturing processes and tool
making capabilities to service the needs of its diverse customer base. Using
such processes and capabilities, the Company can manufacture products ranging
from simple plastic parts to highly complex multi-component assemblies. The
Company's automated, high volume assembly and on-site testing capabilities
further broaden its manufacturing capabilities and provide it with a competitive
edge in obtaining and maintaining preferred supplier status with its customers.
The process for producing a plastic component can be divided into two
functions: (i) design and tooling and (ii) molding. These different functions
often are not performed by one supplier. Many customers have "in-house" design
departments for their plastic components. To manufacture the molds to design
specifications, such departments frequently use tooling companies that are
specialists in mold manufacturing but are not manufacturers of plastic
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components. Such molds are owned by the customer who then provides them to the
suppliers for the purpose of manufacturing plastic components from such molds.
Unlike numerous plastic component manufacturers, the Company has the capability
to design and produce plastic components as well as the molds used to
manufacture such plastic components.
Design and Tooling
The Company has two design offices in the United States and one in
Canada. The Company has two tooling facilities in the United States, three
such facilities in France and one such facility in each of Portugal and the
United Kingdom.
The Company designs consumer and industrial products for a wide range of
customers. In some cases the customer, upon completion of the design, will
use the Company to build the tool and mold the end product. In other cases
the customer takes the design to other companies for manufacturing. The
Company expects to increase the percentage of products it designs that it
also molds.
The Company produces prototypes and molds to make plastic components for
customers without in-house tooling capabilities. The Company also sells
prototypes and molds to other plastic component manufacturers, as well as
manufacturing them for some of its own operations. The Company performs, or
expects to perform, the injection molding for a majority of the products for
which it makes molds. Plastic products for which the Company builds the mold but
which are not injection molded by the Company are typically molded in-house by
the customer.
The Company produces a broad range of injection mold prototypes and molds
weighing from 1,100 pounds to 88,000 pounds. Injection molds are used for the
mass production of plastic parts in amounts that can vary considerably depending
on the application, but that usually exceed one million parts over the life of
the mold. Each of the Company's mold making facilities offers a full range of
services, including conceptual part and tool design, building and testing, and
is staffed with engineers skilled in mold design and manufacture. The primary
areas of focus include product design, process improvement, enhancement of
product performance and maximization of aesthetics. Such engineers incorporate,
on an experimental basis, the expertise that is derived from having the
capabilities to design, build and run molds that incorporate the strategies of
the operating unit. Management views the Company's mold designing and building
operations primarily as supportive of its manufacturing business, and also as an
independent profit center.
Molding
The Company has 10 plants for manufacturing plastic components in the
United States, five such plants in France, two such plants in the United
Kingdom and one such plant in Mexico.
The Company manufactures a majority of its plastic components utilizing the
injection molding process of thermoplastic materials. This process requires
sophisticated injection molding machines and ancillary equipment and produces a
high quality engineered product at relatively high speed. In this process,
thermoplastic materials created from plastic resins and other raw materials are
specially prepared and treated, melted to a defined temperature, injected into a
mold under high pressure at relatively high speed, cooled by channels conveying
water throughout the mold and transformed into a plastic part that is
automatically removed when the mold opens. In some cases, additional finishing
operations are performed on the plastic part. The typical molding cycle falls
into a range of 8 to 60 seconds and is dependent upon the material type, part
design, mold design, and the dimensional and aesthetic requirements established
by the customer.
In addition to relatively common and established technology for injection
molding, the Company utilizes other newer technologies that employ advanced
manufacturing processes such as gas-assist molding, co-injection, two-shot
molding, insert molding and in-mold decorating.
8
<PAGE>
While the Company has developed proprietary techniques and manufacturing
expertise for the manufacture of injection-molded plastic components, the
Company has no patents for these proprietary techniques and chooses to rely on
trade secret protection. The Company believes that although its proprietary
techniques and expertise are subject to misappropriation or obsolescence,
development of improved methods and processes and new techniques by the Company
will continue on an ongoing basis as dictated by the technological needs of the
business.
Value-Added Services
The Company offers a broad range of value-added services, including
finishing and automated assembly services. These services include hot stamping,
painting, pad printing, silkscreening, ultrasonic welding and insertion, heat
staking, solvent bonding, painting and impulse welding. At a customer's request,
the Company also outsources additional value-added services such as
electromagnetic and radio frequency interference shielding.
The Company also provides a wide range of inventory management services and
logistical support to its customers. Moving beyond just-in-time delivery, the
Company assists its customers with planning and managing production
requirements; routing inventory to in-process, intermediate and final
distribution points; and adjusting to customers' inventory requirements on a
real time basis through the alignment of the Company's production capabilities
with a customer's production requirements through electronic data interchange.
Raw Materials
The Company's primary raw materials are various plastic resins, nylon and
packaging materials. Raw material prices are subject to cyclical price
fluctuations, including those arising from supply shortages and as a result of
changes in the prices of natural gas, crude oil and other petrochemical
intermediates from which resin is derived. Accordingly, the Company's financial
performance is directly linked to its ability to pass along increased raw
material costs to its customers. Although the Company has historically been able
to pass on increased costs to its customers, there can be no assurance that it
will be able to do so in the future or that a significant price increase in raw
materials would not have a material adverse effect on the Company's financial
condition and results of operations. Although most of the raw materials used by
the Company are available from several suppliers, several of such raw materials
are currently obtained from single sources. The Company has no reason to believe
that there will not be an ample supply of its raw materials at prices
commercially acceptable to the Company for the reasonably foreseeable future,
but the Company cannot make any prediction as to the future price of such raw
materials.
Marketing and Sales
The Company seeks to increase its sales through cross-selling to its
existing customer base and by attracting new customers. The Company's primary
marketing strategy is to develop and maintain close working relationships
with the engineering, procurement, quality, tooling and manufacturing
departments of its customers. Several of the Company's largest customers are
serviced by a dedicated sales agent. The Company employs six sales agents
and uses six independent sales agents to service its customers. These
relationships help ensure close cooperation in product design and help the
Company in gaining repeat and new business with its existing customer base.
The Company believes that its design, engineering and tooling expertise,
together with its ability to service and cross sell to customers from
multiple locations on a worldwide basis, have enabled it to broaden its
product lines, further penetrate its existing customer base and attract new
customers.
Competition
The markets in which the Company operates are highly competitive. The
Company competes with a significant number of companies of varying sizes,
including divisions or subsidiaries of larger companies and the in-house
departments of potential customers, on the basis of price, service, quality and
the ability to supply products to customers in a timely manner. Some of these
competitors have, and new competitors may have, greater financial and other
resources than the Company. Additionally, each of Reliance Products Limited
Partnership, a Delaware limited partnership doing business in Canada
("Reliance") (which is controlled by the principal stockholders of the Company)
and the Company are engaged in the injection molded plastics business. The
products manufactured, and the markets served, by each of Reliance and the
Company are different, and Reliance and the Company have not, and do not,
compete with each other. However, no assurance can be given that Reliance and
the Company will not compete for the same business opportunities in the future,
which may present conflicts of interest. Competitive pressures or other factors,
including the vertical integration by certain of the Company's major customers
of manufacturing processes traditionally outsourced to the Company, could cause
the Company to lose market share or could result in a significant price erosion
with respect to
9
<PAGE>
the Company's products, either of which could have a material adverse effect on
the Company's results of operations. Furthermore, the Company's customers
operate in highly competitive markets. To the extent the Company's major
customers lose market share in their respective markets, the Company's results
of operations and financial condition could be materially and adversely
affected.
Environmental Matters
Federal, state, local and foreign governments could enact laws or
regulations concerning environmental matters that increase the cost of
producing, or otherwise adversely affect the demand for, plastic products. The
Company is aware that certain local governments have adopted ordinances
prohibiting or restricting the use or disposal of certain plastic products that
are among the types of products produced by the Company. If such prohibitions or
restrictions were widely adopted, such regulatory and environmental measures or
a decline in consumer preference for plastic products due to environmental
considerations could have a material adverse effect upon the Company. In
addition, certain of the Company's operations are subject to Federal, state,
local and foreign environmental laws and regulations that impose limitations on
the discharge of pollutants into the air and water and establish standards for
the treatment, storage and disposal of solid and hazardous wastes. While the
Company has not been required historically, and does not currently expect, to
make significant capital expenditures in order to comply with applicable
environmental laws and regulations, the Company cannot predict with any
certainty its future capital expenditure requirements because of continually
changing compliance standards and environmental technology. The Company does not
have insurance coverage for environmental liabilities and does not anticipate
obtaining such coverage in the future.
Employees
As of December 31, 1999, the Company had approximately 3,800 employees,
and approximately 40% of such employees were covered by collective bargaining
agreements. The Company's employees in the United States and the United
Kingdom are neither represented by a union nor covered by any collective
bargaining agreement. The Company's employees in Mexico are covered by a
collective bargaining agreement. The Company's employees in France are
covered by national and regional collective agreements for the plastics
industry and the steel and metal industry. Such collective agreements were
not negotiated between the Company and its employees, but rather were
concluded by representatives of all employers and employees in such
industries. Some of the collective agreements covering the Company and its
employees have been extended by the French Labor Ministry to have nationwide
scope, while others apply regionally only. Such collective agreements do not
expire until the employers' or employees' representatives give the other
party prior notice.
The Company has historically enjoyed good employee relations.
Item 2. PROPERTIES.
The corporate headquarters of AMM Holdings and the Company are located
at Tyson Place, Suite 200, 2607 Kingston Pike, Knoxville, Tennessee.
As of December 31, 1999, the Company owned or leased 14 production
facilities in the United States, six production facilities in France, three
production facilities in the United Kingdom and one production facility in
each of Canada, Mexico and Portugal. The Company believes that its facilities
are well maintained and in good operating condition and anticipates that,
although substantial capital expenditures will be required to meet the
production requirements for new and developing product lines, the facilities
themselves will be sufficient to meet the Company's needs for the next
several years. There can be no assurance, however, that unanticipated
developments will not occur that would require the Company to add or
eliminate production facilities sooner than expected. The following table
indicates as at the date hereof the locations, the area, nature of ownership,
and principal use of the Company's land and related facilities.
10
<PAGE>
<TABLE>
<CAPTION>
Location Area (sq. ft.) Ownership Use
<S> <C> <C> <C>
North America
Atlanta, Georgia............ 4,715 Leased Design/engineering
- ---------------------------------------------------------------------------------------------
Austin, Texas............... 79,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Elk Grove, Illinois......... 10,000 Leased Mold Shop/engineering
- ---------------------------------------------------------------------------------------------
Evansville, Indiana......... 5,000 Leased Engineering office
- ---------------------------------------------------------------------------------------------
Fort Lauderdale, Florida.... 85,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Fort Smith, Arkansas........ 143,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Harlingen, Texas............ 45,000 Owned Warehouse
- ---------------------------------------------------------------------------------------------
Irvine, California.......... 64,680 Leased Design/engineering
- ---------------------------------------------------------------------------------------------
Knoxville, Tennessee........ 12,000 Leased Office
- ---------------------------------------------------------------------------------------------
Matamoros, Mexico........... 118,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Morristown, Tennessee....... 90,000 Leased Assembly
- ---------------------------------------------------------------------------------------------
Morristown, Tennessee, Plant B 180,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Morristown, Tennessee, Plant C 120,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Nashville, Tennessee........ 121,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Newberg, Oregon............. 108,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Rochester, New York......... 79,000 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
San Antonio, Texas.......... 62,000 Leased Manufacturing
- ---------------------------------------------------------------------------------------------
Seagrove, North Carolina.... 31,700 Leased Warehouse
- ---------------------------------------------------------------------------------------------
Seagrove, North Carolina.... 133,200 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Waterloo, Ontario........... 3,200 Leased Design/engineering
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Europe
Blanzy, France.............. 57,750 Leased Manufacturing
- ---------------------------------------------------------------------------------------------
35,400 Leased Warehouse
- ---------------------------------------------------------------------------------------------
Bonneval, France............ 19,800 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
26,080 Leased Mold shop/engineering
- ---------------------------------------------------------------------------------------------
Broadoak, United Kingdom.... 8,300 Owned Mold shop
- ---------------------------------------------------------------------------------------------
Chalon, France.............. 23,400 Owned Mold shop/engineering
- ---------------------------------------------------------------------------------------------
16,200 Leased Mold shop
- ---------------------------------------------------------------------------------------------
21,175 Leased Manufacturing
- ---------------------------------------------------------------------------------------------
Gloucester, United Kingdom.. 53,000 Leased Manufacturing
- ---------------------------------------------------------------------------------------------
Marinha Grande, Portugal.... 81,850 Owned Mold shop
- ---------------------------------------------------------------------------------------------
Morecambe, United Kingdom... 97,086 Owned Manufacturing
- ---------------------------------------------------------------------------------------------
Rouvray, France............. 109,000 Leased Manufacturing
- ---------------------------------------------------------------------------------------------
Saint-Vit, France........... 12,320 Owned Mold shop
- ---------------------------------------------------------------------------------------------
12,000 Leased Mold shop
- ---------------------------------------------------------------------------------------------
</TABLE>
To the extent any such properties are leased, the Company expects to be
able to renew such leases or lease comparable facilities on terms commercially
acceptable to the Company. Management believes that the Company's existing
facilities are suitable for its operations and provide sufficient capacity to
meet the Company's requirements for at least the next twelve months.
Item 3. LEGAL PROCEEDINGS.
The Company believes that it is not presently a party to, or threatened
with, any litigation the outcome of which would have a material adverse effect
on its financial condition or results of operation.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended December 31, 1999.
11
<PAGE>
PART II
Item 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
No class of common equity of the Company is either registered or traded
publicly and no market exists for it.
Dividends; Dividend Policy
Immediately prior to the Merger, Moll distributed its 69% Class B limited
partnership interest in Reliance to certain of Moll's limited partners.
AMM Holdings used the proceeds of the Senior Discount Notes Offering to
fund (i) the distribution to AMM Holdings' stockholders of approximately $33
million, of which $2 million was retained by AMM Holdings' stockholders and
the remainder was used (a) to repay approximately $15.6 million of
indebtedness held by Textek LLC, an affiliate of Holdings controlled by
Mr. Votis, and (b) purchase the equity interests of a former Moll partner for
$15.4 million, and (ii) the equity contribution to the Company of
approximately $2 million.
Other than as noted above, the Company has not declared or paid cash
dividends on its common stock, presently intends to retain earnings for use in
its business and does not anticipate paying cash dividends in the foreseeable
future. The Company's current bank line of credit prohibits the payment of
dividends, in cash or in kind, without the bank's consent. The Company is
further prohibited from the payment of dividends, in cash or in kind, by the
terms of the Notes and the Senior Notes.
Item 6. SELECTED FINANCIAL DATA.
Selected Historical Consolidated Financial Data(1)
(Dollars In Thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales...................... $90,876 $89,464 $116,947 $311,413 $398,027
Gross profit................... 16,966 16,503 19,861 38,906 42,607
Selling, general and
administrative expenses...... 8,301 7,190 10,758 28,923 35,877
Operating income (loss)........ 9,019 8,574 8,186 3,589 (2,870)
Other (income) expense......... 120 50 (299) 414 (1,570)
Interest expense, net ......... 2,414 2,518 3,405 20,197 35,747
Income (loss) before taxes and
extraordinary item........... 6,485 6,037 4,645 (17,261) (37,047)
Provision (benefit) for income
taxes........................ -- -- 82 (1,963) 683
Extraordinary item(2).......... -- -- -- 1,971 --
Net income (loss).............. 6,485 6,037 4,563 (17,269) (37,730)
Loss per share................. (37,730)
Pro Forma Information:
Provision (benefit) for income
taxes........................ $2,594 $2,415 $2,531 $(3,421)
Income (loss) before extraordinary
item......................... 3,891 3,622 2,114 (13,840)
Earnings (loss) per share before
extraordinary item........... 3,891 3,622 2,114 (13,840)
Other Data:
EBITDA(3) $13,317 $12,703 $13,450 $19,329 $23,423
Cash flows from operating
activities................... 9,709 10,802 5,506 11,584 12,113
Cash flows from investing
activities................... (2,553) (11,592) (14,215) (45,756) (15,122)
12
<PAGE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Cash flows from financing
activities................... (6,972) 1,336 9,595 49,508 (9,606)
Depreciation and amortization.. 4,418 4,148 5,404 16,393 24,723
Capital expenditures........... 2,776 1,387 6,562 21,374 17,422
Ratio of earnings to fixed
charges (4) ................... 3.3x 2.9x 2.1x 0.2x 0.0x
Balance Sheet Data: At December 31
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
Total assets .................. $51,287 $53,901 $86,924 $332,200 $299,166
Long-term debt obligations .... 30,466 33,640 47,932 292,457 293,850
</TABLE>
(1) The financial data presented here for the periods prior to June 26, 1998 is
derived from the financial statements of Moll as Moll was the accounting
acquiror in the Merger. At December 31, 1998, there were no significant
differences between the financial statements of Moll Industries, Inc. and
Anchor Holdings, Inc.
(2) Amount represents loss on extinguishment of debt.
(3) EBITDA represents income before taxes plus interest expense, net,
depreciation and amortization. While EBITDA should not be construed as a
substitute for operating income, net income or cash flows from operating
activities in analyzing the referenced company's operating performance,
financial position or cash flows, the referenced company has included
EBITDA because it is commonly used by certain investors and analysts to
analyze and compare companies on the basis of operating performance,
leverage and liquidity and to determine a company's ability to service
debt. As all companies may not calculate EBITDA in the same manner, these
amounts may not be comparable to other companies.
(4) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and extraordinary item,
plus fixed charges. "Fixed charges" consist of Interest expense, net, which
includes the amortization of deferred financing costs, and that portion of
rental expense representative of interest (deemed to be one-third of rental
expense).
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The Company is a leading full service manufacturer and designer of
custom molded and assembled plastic components for a broad variety of customers
and end-markets throughout North America and Europe. The Company's products are
sold to a wide range of end-markets, including end-markets for consumer
products, telecommunications/business equipment, household appliances,
automobiles and medical devices. For the year ended December 31, 1999, the
Company had net sales of $398.0 million, EBITDA of $23.4 million and a net loss
of $37.7 million, making it one of the largest non-automotive plastic injection
molding companies in North America and one of the largest plastic component
suppliers in Europe.
Approximately 43% of the Company's 1999 net sales of molded products
was covered by long term purchase and sale contracts which stipulate
anticipated volume requirements and pricing terms. The remainder of the
Company's sales of molded products was sold on a short-term basis with
components ordered by customers to meet their pending production requirements.
The Company typically charges its customers a fixed price for each
component it manufacturers, which component may consist of single or multiple
parts. Prices are quoted based on (i) the type of product, (ii) the type of
services provided (design, prototyping, molding, and other value-added
services), (iii) the complexity of manufacturing processes involved, and (iv)
the Company's estimates of part weight, resin costs, machine requirements and
parts produced per hour (cycle time). In many cases, the Company purchases the
raw materials on behalf of its customers. In such instances, the Company's
arrangements with most of its customers provide that price changes in such raw
materials are passed through to the customer by changes in the component prices
charged by the Company. As customers generally seek price reductions during the
product life cycle, the Company's ability to improve operating performance is
generally dependent on increasing manufacturing efficiency through improved
process control, increased automation, engineering changes to molds and reduced
operating and labor expenses.
During the product life cycle, components are ordered by the Company's
customers to meet their just-in-time production requirements. Typical lead times
range from two to six weeks. Traditionally, once a mold is awarded to a
particular supplier and is in production, it is rarely moved to a competitor.
The customer owns a majority of such molds but the Company is responsible for
the general maintenance and safe storage of the mold during its lifetime. Costs
for maintenance of the mold are expensed as incurred. Major tool modifications
and renovations are charged to the customer.
The Company has been formed by a number of acquisitions that have been
integrated through consolidation of manufacturing facilities, logistical
optimization and reduction of overhead. In July 1991, certain entities
controlled by Mr. Votis and his partners were merged to form Moll. Since 1991,
Moll has grown significantly through several strategic acquisitions in North
America and Europe. In December 1992, Moll acquired Textek, based in San Antonio
and Round Rock, Texas. In July 1993, Moll acquired ACM, based in Georgetown and
El Paso, Texas. In October 1994, Moll acquired Quality, based in Newberg,
Oregon.
In 1996, Moll acquired a 69% interest in Reliance Products; a
Delaware limited partnership doing business in Canada, which manufacturers a
proprietary line of camping equipment and bulk storage containers.
Immediately prior to the June 1998 merger, Moll distributed its 69% Class B
limited partnership interest in Reliance Products to certain of Moll's
limited partners. In August 1997, Moll acquired Hanning, a leading supplier
of injection molded plastic components for use in digital photocopiers, with
manufacturing facilities located in the United States, the United Kingdom and
Germany. In January 1998, Moll acquired Somomeca; a major French supplier of
injection molded plastic components and plastic injection molds. In March
1998, Mr. Votis acquired Anchor from affiliates of the Thomas H. Lee Company.
14
<PAGE>
In June 1998, the Company was formed through the merger of two leading
plastic injection molders, Moll and Anchor (the "Merger"), which were each
controlled by Mr. Votis. Prior to the Merger, Moll and Anchor were independently
operated entities. In the Merger, the owners of Moll PlastiCrafters Limited
Partnership ("Moll") contributed their interest in Moll to AMM Holdings in
exchange for common shares of AMM Holdings. AMM Holdings contributed these
interests in Moll to Holdings and ultimately to Anchor Advanced Products, Inc.
("Anchor"). Moll was merged into Anchor at which time the name of Anchor was
changed to Moll Industries, Inc. As the owners of Moll owned a majority of the
outstanding shares of AMM Holdings subsequent to the Merger, Moll is considered
the accounting acquiror in the Merger; therefore, the consolidated financial
statements presented for all periods herein are those of Moll, and exclude those
of Anchor prior to June 26, 1998.
Immediately after the Merger, the Company acquired Gemini Plastic, a
specialty medical and telecommunications product plastic molding company with
one plant in Florida. In April 1999, the Company acquired three locations of
Compression, Inc., which designs products for the industrial and consumer
products markets. In May 1999, the Company acquired Souplex, Limited, a
telecommunications and consumer products plastic molding and tooling building
company with three locations in the United Kingdom.
The Company's operating results have been lower than expected since the
Merger. The disappointing results are primarily attributable to worse than
expected performance in the Display, Germany, Medical and Compression divisions,
along with charges to sell or close unnecessary facilities. Management has and
continues to evaluate all of it operations. These evaluations have to date
resulted in the decisions to 1) sell its metal fabrication business in March
1999 to a supplier, 2) sell a non-essential tool building facility in March
1999, 3) close its Round Rock, Texas molding facility, moving production from
this facility to existing capacity in other Company facilities and 4) sell its
Paderborn, Germany facility, which had incurred significant losses due to
declines in volume, in December 1999.
Management continues to dedicate extensive resources to improve the
performance of the Display, Medical and Compression divisions. Changes were made
in senior management of each of these divisions during 1999: 1)the Display
division was significantly impacted by the delayed introduction of its primary
customers' significant new program in early 1999 due to product design and
tooling changes. The division continues to be impacted by the design changes
that occurred; 2)the Medical division was impacted by the cost structures within
its facilities along with financial difficulties of certain of its non-core
customers. The Company has dedicated one facility to medical customers, moving
production from two other facilities that had been in part serving these
customers. The Company continues to address the cost structure within the
remaining medical facility. Additionally, relocation of the medical business
allowed the Company to focus another facility on the telecom business; 3)the
Compression division was purchased out of bankruptcy in April 1999. The cost
structure of Compression was not in line with its volume, nor was it focused on
its core competencies. The Company implemented a restructuring plan of the
Compression division in late 1999 that resulted in a significant reduction in
its employment level and the focusing of its activities in design and
engineering services.
Management continues to evaluate its other divisions, including its
tool building operations in Europe and the United States, along with certain
molding operations as to their future strategic fit within the organization
and their projected results of operations. Additional locations/divisions
could be sold or closed as management continues the evaluation. Concurrently,
expansion could occur in other divisions as the Company continues its growth
with strategic customers.
15
<PAGE>
Certain of the Company's operating data for fiscal years 1997, 1998
and 1999 are set forth below as percentages of net sales:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1998 1999
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Gross profit 17.0% 12.5% 10.7%
Selling, general and administrative 9.2% 9.3% 9.0%
Tooling income, net (1.6)% 0.0% 0.0%
Management and consulting fee to related parties 1.4% 0.4% 0.0%
Loss incurred on closure or sale of facilities 1.0% 1.6% 2.4%
Operating income (loss) 7.0% 1.2% (0.7)%
Interest expense, net 2.9% 6.5% 9.0%
Provision (benefit) for income taxes 0.1% (0.6)% 0.2%
Extraordinary item 0.0% 0.6% 0.0%
Net income (loss) 3.9% (5.5)% (9.5)%
</TABLE>
FISCAL 1999 VERSUS FISCAL 1998
NET SALES. Net sales increased by $86.6 million, or 27.8%, to $398.0
million for Fiscal 99 from $311.4 million for Fiscal 98, primarily due to the
inclusion of the results of Anchor and Gemini for a full year and the
acquisition of Souplex in 1999. On a pro forma basis, sales increased $10.2
million, or 2.7%, due to a $20.3 million increase in sales of the new
point-of-purchase display units introduced by Maybelline in 1999 and a $9.1
million increase in sales of appliance components to Whirlpool due to strong
consumer demand. These increases were partially offset by a $14.8 million
decrease in tooth brush sales as Colgate and Proctor and Gamble used other
sources for certain of their products and a $5.6 million decrease due to
unfavorable movement in the currency exchange rate.
GROSS PROFIT. Gross profit increased by $3.7 million, or 9.5%, to
$42.6 million for Fiscal 99 from $38.9 million for Fiscal 98, resulting from
the acquisitions of Anchor, Gemini and Souplex and the increased sales to
Whirlpool. Gross profit as a percentage of sales decreased from 12.5% in 1998
to 10.7% in 1999, and on a pro forma basis, gross profit decreased $4.0
million, or 7.7%. These decreases were due to the sales of the
point-of-purchase units being less profitable than the sales of tooth brushes
that they replaced. Additionally, the margins related to the Anchor business
are lower than historical margins; thus, a full year of these results further
dilutes the margin percentage.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $7.0
million, or 24.0%, to $35.9 million for Fiscal 99 from $28.9 million for
Fiscal 98 primarily due to the acquisitions of Anchor, Gemini and Souplex. On
a pro forma basis, SG&A increased $4.1 million, or 13.8%, due to a charge of
$0.8 million for costs related to decreasing employment levels in the German
division, expenses to implement management information systems in the
European divisions as well as increased professional services, travel and
computer costs incurred in connection with the integration of the merged
companies.
MANAGEMENT FEE. Management fee decreased $1.2 million, or 85.7%, to
$0.2 million for Fiscal 99 from $1.4 million for Fiscal 98 due to restrictions
in the Company's debt agreements.
OPERATING INCOME (LOSS). Operating income decreased by $6.5 million to
a loss of $2.9 million for Fiscal 99 from income of $3.6 million for Fiscal 98
due to a loss of $8.3 million incurred on the disposition of the German division
and a $1.1 million charge to restructure the Compression division, in addition
to the factors discussed above. In 1998, the Company incurred a $5.0 million
charge to close its Lakewood and Round Rock facilities.
INTEREST EXPENSE, NET. Interest expense, net increased by $15.6
million, or 77.0%, to $35.8 million for Fiscal 99 from $20.2 million for
Fiscal 98 due to the issuance of $130 million of Senior Subordinated Notes
and $68 million of Senior Discount Notes near the end of the second quarter
of 1998 to finance the acquisition of Anchor and Gemini and to refinance
existing debt. Additionally, the Company assumed $100 million of debt in the
Merger.
16
<PAGE>
INCOME TAXES. Income taxes increased by $2.7 million to an expense
of $0.7 million for Fiscal 99 from a benefit of $2.0 million for Fiscal 98.
The Company had deferred tax liabilities in 1998 against which it could
recognize a portion of the 1998 tax benefit. No such liabilities were
available in 1999. The expense in 1999 was the result of the profitability of
certain international divisions.
NET LOSS. Net loss increased $20.5 million, or 118.5%, to $37.7 million
for Fiscal 99 from $17.2 million for Fiscal 98 as a result of the above factors.
FISCAL 1998 VERSUS FISCAL 1997
NET SALES. Net sales increased by $194.5 million, or 166.4%, to $311.4
million for Fiscal 98 from $116.9 million for Fiscal 97, due to the inclusion of
a full year of Hanning and Somomeca results, six months results of Anchor
Advanced Products, Inc., and Gemini Plastics, Inc., and offset by the
distribution of the Company's limited partnership interest in Reliance Products.
Continuing strong volume to Whirlpool in its Fort Smith and Nashville locations
favorably impacted the Company's net sales, but was offset by declines in sales
to Xerox, Colgate and Compaq. Additionally the Maybelline 99 Display Wall
project that was scheduled to begin shipping in the fourth quarter was delayed
until the first quarter of 1999.
GROSS PROFIT. Gross Profit increased by $19.0 million, or 95.9%, to
$38.9 million for Fiscal 98 from $19.9 million for Fiscal 97, resulting from the
inclusion mentioned above of results for Hanning, Somomeca, Anchor, and Gemini,
offset by the distribution of Reliance Products. Such increase was partially
offset by operating inefficiencies encountered in the Anchor Display Division
caused by the delay in the 99 Display Wall project and the Anchor medical plants
in North Carolina and Texas. Additionally, certain of the acquired companies
earn lower margins than the Company had historically realized, thereby, diluting
the average margin. As a result, gross margin declined to 12.5% in 1998 from
17.0% in 1997.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $18.2
million, or 168.9%, to $28.9 million for Fiscal 98 from $10.8 million for Fiscal
97 due to the inclusion of Hanning, Somomeca, Anchor and Gemini, offset by the
distribution of Reliance Products.
TOOLING INCOME, NET. Tooling Income, net decreased by $1.9 million,
or 100%, to $0.0 for Fiscal 98 from $1.9 million for Fiscal 97, resulting
from an accounting change for tooling sales and expenses. The method of
accounting for tooling revenues and the associated costs was changed
beginning January 1998 due to a change in the Company's business. Prior to
January 1998, the Company outsourced the majority of its tool building
projects under fixed cost contracts and accordingly recognized the excess of
revenues over associated costs as Tooling Income, net. Beginning in 1998,
with the acquisition of significant tool building operations, the Company
began recording tool building revenues as a component of Net Sales and the
associated costs as a component of Cost of Sales. If the Company had not
changed the method of accounting, Net Sales and Cost of Sales would be $31.5
million and $27.6 million, respectively, lower than reported and Tooling
Income, net would have been reported as $4.9 million. The increase is
primarily the result of the Somomeca acquisition.
MANAGEMENT AND CONSULTING FEE TO RELATED PARTIES. Management and
Consulting Fee to Related Parties decreased by $.3 million, or 15.5%, to $1.4
million for Fiscal 98 from $1.7 million for Fiscal 97, due to restrictions
contained in the Senior and Senior Subordinated Notes.
LOSS INCURRED ON CLOSURE OF FACILITIES. Loss Incurred on Closure of
Facilities increased by $3.8 million, or 324.9%, to $5.0 million for Fiscal
98 from $1.2 million for Fiscal 97. The 1998 loss reflects the Company's
decision in the fourth quarter of 1998 to close its Waterbury, Connecticut
metal stamping plant and its Round Rock, Texas medical plant, in conjunction
with the Company's focus on its core competencies and continuing integration
of the merged companies. The 1997 loss reflects the charge to close Moll's El
Paso facility.
OPERATING INCOME. Operating income decreased by $4.6 million, or
56.1%, to $3.6 million for Fiscal 98 from $8.2 million for Fiscal 97 for the
reasons listed above.
17
<PAGE>
NET INTEREST EXPENSE. Net interest expense increased by $16.8
million, or 493.2%, to $20.2 million for Fiscal 98 from $3.4 million for
Fiscal 97 due to the issuance of $130 million Senior Subordinated Notes and
$68 million of Senior Discount Notes in the second quarter to finance the
acquisitions of Anchor and Gemini and to refinance existing debt.
Additionally, the Company assumed $100 million of debt in the Merger.
INCOME TAXES. Income Taxes decreased by $2.1 million to a benefit
of $2.0 million for Fiscal 98 from a provision of $0.1 million for Fiscal 97.
Prior to the Merger, the Company was a partnership for U.S. tax purposes and,
accordingly, did not reflect income tax expense in its financial statements.
EXTRAORDINARY ITEM. Extraordinary Item of $2.0 million for Fiscal 98
represents a loss on early retirement of bank debt due to the write-off of the
remaining deferred debt issue costs.
NET INCOME. Net income decreased $21.8 million, or 478.5%, to $17.2
million loss for Fiscal 98 from $4.6 million income for Fiscal 97 as a result
of the above factors.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements consist primarily of working
capital needs, capital expenditures, required payments of principal and
interest on any borrowings under the Bank of America Credit Facility,
required payments of principal and interest on the European debt, required
payments of interest on the Senior and Senior Subordinated Notes and
principal at maturity. Interest payments do not begin on the Senior Discount
Notes until 2003.
The Company has a $50 million Credit Facility with the Bank of
America. Restrictions in the Senior Note Agreement limit the current
availability under the Credit Facility to $15 million. The Credit Facility
contains certain financial covenants with which the Company was not in
compliance as of December 31, 1999. On March 31, 2000, the Company received
an amendment to the line of credit which amended the financial covenants and
cured the noncompliance which existed at December 31, 1999. The Company is
dependent upon availability under the line of credit to meet certain working
capital needs during 2000. Management's projections and related operating
plans indicate the Company can remain in compliance with the new financial
covenants and meet its expected obligations throughout 2000. However, as with
all projections, it is not certain management's projections will be achieved.
There was no balance outstanding under the Credit Facility as of December 31,
1999.
The Company has no significant principal payments due in 2000. Interest
payments are expected to total approximately $28.5 million. The Company expects
capital expenditures to approximate $12 million in 2000. The capital
expenditures are associated with expansion of capacity to meet the needs of
certain key customers along with normal replacement of existing equipment. The
capital expenditures are expected to be financed with cash from operations,
supplemented with leasing arrangements and the Bank of America Credit Facility.
The Company's cash from operations increased by $0.5 million to
$12.1 million for fiscal 99 from $11.6 million for fiscal 98. Financing
activities required the use of $9.6 million associated with principal
payments of debt in the normal course of business. The Company spent $17.4
million to make purchases of property, plant and equipment, including a
replacement facility in Gloucester, United Kingdom.
The Company's cash from operations grew by $6.1 million to $11.6
million from Fiscal 98 from $5.5 million for Fiscal 97. Cash flows from
financing activities for AMM Holdings included $225.3 million proceeds from
issuance of long term obligations. Proceeds from the issuance of long-term
debt was used to extinguish existing bank debt, to purchase Anchor, to
purchase the assets of Gemini and to pay a distribution to the stockholders
of AMM Holdings. The Company spent $21.4 million to make purchases of
property, plant and equipment, including a new plant in Rochester.
The Company believes that cash flows from operating activities,
along with funds available under the Credit Facility and other alternative
financing options, will be adequate to meet debt service obligations, working
capital needs and planned capital expenditures for the next fiscal year.
INFLATION AND CHANGING PRICES
The Company's sales and costs are subject to inflation and price
fluctuations. However, because changes in the cost of plastic resins, the
Company's principal raw material, is generally passed through to customers,
such changes historically have not, and in the future are not expected to
have a material effect on Moll's gross profit.
IMPACT OF NEW ACCOUNTING STANDARDS
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Market risk represents the risk of loss that may impact the consolidated
financial statements of the Company due to adverse changes in financial
market prices and rates. The Company's market risk exposure is primarily a
result of fluctuations in interest rates and foreign exchange rates. The
Company has not entered into derivative- hedging transactions to manage risk
connected with such fluctuations.
The Company derived approximately 32% of its 1999 net sales from its
operations in Europe. The Company prices its products and incurs operating
expenses in Europe in the currency of the country in which the product is
manufactured and sold and, in the United States, in United States dollars. To
the extent that costs and prices are in the currency of the country in which
the products are manufactured and sold, the costs and prices of such products
in dollars will vary as the value of the dollar fluctuates against such
currencies. There can be no assurance that there will not be increases in the
value of the dollar against such currencies that will reduce the dollar
return to the Company on the sale of its products in such countries.
18
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMM Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of AMM
HOLDINGS, INC. (the accounting successor to Moll PlastiCrafters Limited
Partnership and a Delaware corporation) AND SUBSIDIARY as of December 31,
1998 and 1999, and the related consolidated statements of operations,
comprehensive income (loss), deficit and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States . Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of AMM Holdings,
Inc. and Subsidiary as of December 31, 1998 and 1999 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States .
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
March 31,2000
19
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1998 1999
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................... $ 14,396 $ 1,350
Short-term investments....................................... 3,763 --
Accounts receivable, net of reserves for doubtful accounts of
$1,214 and $2,194, respectively........................... 70,872 65,212
Inventories, net............................................. 38,926 35,452
Deposits on tooling.......................................... 11,051 13,043
Property, plant and equipment held for sale.................. 1,429 --
Other current assets......................................... 1,812 2,291
-------- --------
Total current assets................................. 142,249 117,348
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land......................................................... 3,876 3,142
Buildings.................................................... 39,100 40,552
Machinery and equipment...................................... 114,737 118,374
Less: accumulated depreciation............................... (26,814) (39,281)
-------- --------
Property, plant and equipment, net........................ 130,899 122,787
-------- --------
GOODWILL, NET.................................................. 40,874 42,562
-------- --------
INTANGIBLE AND OTHER ASSETS, NET............................... 18,178 16,469
-------- --------
Total assets......................................... $332,200 $299,166
======== ========
LIABILITIES AND DEFICIT
CURRENT LIABILITIES:
Current portion of long-term obligations..................... $ 4,390 $ 2,853
Current portion of capital lease obligations................. 3,838 2,066
Short-term borrowings........................................ 1,710 1,965
Accounts payable............................................. 37,037 42,191
Accrued interest............................................. 10,102 9,987
Accrued liabilities.......................................... 17,168 22,294
Deferred income taxes........................................ 450 --
Deferred tooling revenue..................................... 9,083 10,586
-------- --------
Total current liabilities............................ 83,778 91,942
-------- --------
LONG-TERM OBLIGATIONS, NET OF CURRENT PORTION.................. 276,983 282,488
-------- --------
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION.............. 7,246 6,443
-------- --------
DEFERRED INCOME TAXES.......................................... 5,295 4,866
-------- --------
OTHER NON-CURRENT LIABILITIES.................................. 7,898 7,529
-------- --------
COMMITMENTS AND CONTINGENCIES.................................. -- --
-------- --------
DEFICIT:
Common stock ($.01 par value, 3 shares authorized, 1
shares issued and outstanding)............................ -- --
Additional paid in capital................................... 387 387
Accumulated deficit.......................................... (52,409) (90,139)
Accumulated other comprehensive income (loss)................ 3,022 (4,350)
-------- --------
Total deficit........................................ (49,000) (94,102)
-------- --------
Total liabilities and deficit........................ $332,200 $299,166
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
20
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
NET SALES........................................................ $116,947 $311,413 $398,027
COST OF SALES.................................................... 97,086 272,507 355,420
-------- -------- --------
Gross profit................................................... 19,861 38,906 42,607
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES.................................................... 10,758 28,923 35,877
TOOLING INCOME, NET.............................................. (1,912) -- --
MANAGEMENT AND CONSULTING FEE TO RELATED
PARTIES..................................................... 1,653 1,397 200
LOSS INCURRED ON CLOSURE OR SALE OF FACILITIES................... 1,176 4,997 9,400
-------- -------- --------
Operating income (loss)........................................ 8,186 3,589 (2,870)
INTEREST EXPENSE, NET............................................ 3,405 20,197 35,747
OTHER (INCOME) EXPENSE........................................... (299) 414 (1,570)
MINORITY INTEREST IN INCOME OF SUBSIDIARY........................ 435 239 --
-------- -------- --------
INCOME (LOSS) BEFORE TAXES AND
EXTRAORDINARY ITEM.......................................... 4,645 (17,261) (37,047)
PROVISION (BENEFIT) FOR INCOME TAXES 82 (1,963) 683
-------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 4,563 (15,298) (37,730)
Extraordinary Item - Loss on extinguishment of debt............ -- 1,971 --
-------- -------- --------
NET INCOME (LOSS)................................................ $ 4,563 $(17,269) $(37,730)
======== ======== ========
Loss per share................................................. $(37,730)
========
Weighted average number of shares outstanding.................. 1
========
PRO FORMA INFORMATION (UNAUDITED)
Provision (benefit) for income taxes........................... $ 2,531 $ (3,421)
======== ========
Net income (loss) before extraordinary item.................... $ 2,114 $(13,840)
======== ========
Earnings (loss) per share...................................... $ 2,114 $(13,840)
======== ========
Weighted average number of shares outstanding.................. 1 1
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
21
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
NET INCOME (LOSS)............................................... $4,563 $(17,269) $(37,730)
OTHER COMPREHENSIVE (LOSS):
Deferred pension cost (loss).................................. -- (135) (77)
Foreign currency translation adjustment....................... 2 3,676 (7,295)
------ -------- --------
COMPREHENSIVE INCOME (LOSS)..................................... $4,565 $(13,728) $(45,102)
====== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
22
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF DEFICIT
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE
PARTNERS' COMMON PAID-IN ACCUMULATED INCOME
EQUITY STOCK CAPITAL DEFICIT (LOSS) TOTAL
------ ----- ------- ------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996....... $ 6,416 $ -- $ -- $ -- $ -- $ 6,416
Net income..................... 4,563 -- -- -- -- 4,563
Distributions to partners...... (5,018) -- -- -- -- (5,018)
Change in other comprehensive
income (loss)............... -- -- -- -- 2 2
------- ---- ------ -------- ------- --------
BALANCE, DECEMBER 31, 1997........ 5,961 -- -- -- 2 5,963
Net income prior to Merger .... 1,818 -- -- -- -- 1,818
Distributions to partners...... (7,392) -- -- (33,322) -- (40,714)
Change in corporate
structure associated with
Merger...................... (387) -- 387 -- (521) (521)
Net loss subsequent to Merger.. -- -- -- (19,087) -- (19,087)
Change in other comprehensive
income (loss)............... -- -- -- -- 3,541 3,541
------- ---- ------ -------- ------- --------
BALANCE, DECEMBER 31, 1998....... -- -- 387 (52,409) 3,022 (49,000)
Net loss....................... -- -- -- (37,730) -- (37,730)
Change in other comprehensive
income (loss)............... -- -- -- -- (7,372) (7,372)
------- ---- ------ -------- ------- --------
BALANCE, DECEMBER 31, 1999...... $ -- $ -- $387 $(90,139) $(4,350) $(94,102)
======= ==== ====== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
23
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................... $ 4,563 $(17,269) $(37,730)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities..............
Extraordinary loss................................. -- 1,971 --
Depreciation and amortization...................... 5,400 16,393 24,723
(Gain) loss on disposal of fixed assets............ (36) 70 220
Accrued loss on closure of facilities.............. 1,061 4,997 9,400
Accretion on Senior Discount Notes................. -- 2,391 5,279
Deferred income taxes.............................. 10 (2,287) (155)
Minority interest in subsidiary income ............ 435 239 --
Changes in assets and liabilities, net of assets
purchased and liabilities assumed:
Accounts receivable.............................. (8,347) 3,091 4,683
Receivable from affiliates....................... (74) -- --
Inventories...................................... 527 4,161 597
Other current assets............................. 180 (1,747) (923)
Deposits on tooling.............................. 1,095 1,047 (2,423)
Other assets..................................... (359) 206 1,118
Accounts payable................................. 3,303 (2,696) 8,804
Accrued liabilities.............................. 85 1,602 (2,593)
Deferred tooling revenue......................... (2,337) (123) 1,657
Other liabilities................................ -- (462) (544)
-------- -------- -------
Total adjustments............................. 944 28,853 49,843
-------- -------- -------
Net cash provided by operating activities........ 5,506 11,584 12,113
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................. (6,562) (21,374) (17,422)
Proceeds on disposal of fixed assets................. 268 2,049 6,369
Short-term investments............................... -- (3,763) 3,763
Due from Lawson Mardon Packaging, Inc................ 111 -- --
Purchase of Hanning.................................. (7,182) -- --
Purchase of Somomeca, net of cash received........... (850) (12,714) --
Purchase of Gemini................................... -- (9,954) --
Purchase of Compression.............................. -- -- (1,287)
Purchase of Souplex, net of cash received............ -- -- (6,545)
-------- -------- -------
Net cash used in investing activities............ (14,215) (45,756) (15,122)
-------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) revolving loan
facilities......................................... 10,171 (28,931) (2,162)
Proceeds from issuance of long-term obligations...... 12,513 225,322 915
Principal payments on long-term obligations.......... (7,168) (98,388) (8,359)
Distributions to partners............................ (5,018) (37,575) --
Financing costs...................................... (843) (9,734) --
Distributions to minority partners of Reliance....... (61) (1,186) --
-------- -------- -------
Net cash provided by (used in) financing
activities..................................... $ 9,594 $ 49,508 $ (9,606)
-------- -------- -------
</TABLE>
(continued)
24
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
EFFECT OF EXCHANGE RATE CHANGES IN
CASH................................................. $ (34) $(2,669) $ (431)
------ ------- --------
NET CHANGE IN CASH..................................... 851 12,667 (13,046)
BALANCE AT BEGINNING OF PERIOD......................... 878 1,729 14,396
------ ------- --------
BALANCE AT END OF PERIOD............................... $1,729 $14,396 $ 1,350
====== ======= ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest............................... $3,414 $16,261 $ 26,881
====== ======= ========
Cash paid for income taxes........................... $ 21 $(1,314) $ 789
====== ======= ========
</TABLE>
NON-CASH TRANSACTIONS:
During 1997:
The Company incurred a payable to the former owners of Hanning of $1,500 for
the purchase of Hanning.
The Company terminated a capital lease that resulted in a reduction of debt
by $2,503 and reduction of fixed assets by $1,205.
During 1998:
The Company incurred a payable to the former owners of Somomeca of $1,488
for the purchase of Somomeca.
The Company distributed its investment of $3,135 in Reliance Products L.P.
to its owners.
The Company acquired Anchor Advanced Products through an exchange of stock.
See Note 2.
The Company acquired certain fixed assets from the previous owners of
Gemini Plastic Services, Inc. by the assumption of $2,738 of debt.
During 1999:
The Company acquired $2,140 of equipment through capital leases.
The accompanying notes are an integral part of these
consolidated financial statements.
25
<PAGE>
AMM HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
1. ORGANIZATION
AMM Holdings, Inc. ("AMM Holdings", a wholly-owned subsidiary of AMM
Holdings, LLC) was incorporated March 3, 1998, under the laws of the State of
Delaware. AMM Holdings owns Anchor Holdings, Inc. ("Holdings"). Holdings owns
Moll Industries, Inc. (the "Company") through which, including the Company's
subsidiaries, it designs and manufactures custom molded products and
assembled plastic components for a broad variety of customers throughout
North America and Europe. Neither AMM Holdings nor Holdings have any
operations or investments other than their investment in the Company. The
Company's products are sold to a wide range of markets, including consumer
products, telecommunications/business equipment, household appliances,
automobile and medical devices. The Company's manufacturing facilities are
located primarily in the United States, France, Mexico and the United Kingdom.
2. MERGER WITH MOLL PLASTICRAFTERS LIMITED PARTNERSHIP
Effective June 26, 1998, the owners of Moll PlastiCrafters Limited
Partnership ("Moll") contributed their interest in Moll to AMM Holdings in
exchange for common shares of AMM Holdings. AMM Holdings contributed these
interests in Moll to Holdings and ultimately to Anchor Advanced Products, Inc.
("Anchor"). Moll was merged into Anchor (the "Merger") at which time the name of
Anchor was changed to Moll Industries, Inc. As the owners of Moll owned a
majority of the outstanding shares of AMM Holdings subsequent to the Merger,
Moll is considered the accounting acquiror in the Merger; therefore, the
consolidated financial statements presented for all periods herein are those of
Moll, and exclude those of Anchor prior to June 26, 1998. As a result of the
Merger, Moll's corporate structure was changed from a partnership to a
corporation.
Moll utilized purchase accounting to account for the Merger; accordingly,
the assets and liabilities of AMM Holdings acquired in the Merger have been
adjusted to their estimated fair values with a deminimus amount allocated to
equity. A summary of the allocated values follows:
<TABLE>
<S> <C>
Current assets........................ $ 41,574
Property, plant and equipment......... 56,122
Goodwill.............................. 29,004
Other assets.......................... 7,648
Current liabilities................... (18,492)
Notes payable......................... (100,000)
Other non-current liabilities......... (15,856)
</TABLE>
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The historical consolidated financial statements, through the date of the
Merger, include the accounts of Moll, as it is the accounting acquiror in the
Merger discussed in Note 2, and its subsidiaries. All significant results of
operations of companies acquired utilizing the purchase method of accounting
(see Note 4) have been included in the consolidated financial statements
since the effective dates of the respective acquisition (the Hanning
Companies--August 8, 1997, Somomeca Industries, Inc.--January 8, 1998,
Anchor--June 26, 1998, Gemini Plastic Services, Inc.--June 26, 1998,
Compression, Inc.--April 16, 1999 and Souplex, Limited--May 26, 1999). The
results of Reliance Products, L.P. have been excluded from these consolidated
financial statements since June 26, 1998 (see Note 5). All significant
intercompany balances have been eliminated in consolidation.
26
<PAGE>
REVENUES AND ACCOUNTS RECEIVABLE
The Company's customers operate primarily in the home appliance, consumer
products, business equipment, medical and telecommunications industries. The
Company generally grants credit to customers on an unsecured basis. Revenues
from sales are recognized at the time products are shipped.
TOOLING
The Company enters into agreements with its customers to design and produce
certain customer owned plastic injection tooling (primarily molds). Monies paid
or received by the Company in connection with tooling that remains undelivered
at the end of an accounting period are included as Deposits on Tooling or
Deferred Tooling Revenue, respectively, in the accompanying consolidated balance
sheets. For projects with estimated terms to complete of less than 12 months,
the revenues and associated costs incurred are recognized in the accompanying
consolidated statements of operations once the tool has been tested and accepted
by the customer. For projects greater than 12 months, revenues and associated
costs are recognized using the percentage of completion method. The Company
generally completes tooling projects in three to four months.
Prior to 1998, the Company outsourced the majority of its tool building
projects under fixed cost contracts and accordingly; recognized the excess of
revenues over associated costs as Tooling Income, net in the accompanying
consolidated statements of operations. Beginning in 1998, with the acquisition
of significant tool building operations, the Company began recording tool
building revenues as a component of Net Sales and tool building costs as Cost of
Sales. Tool building revenues and costs in 1998 were $31,525 and $28,988,
respectively, and in 1999 were $46,377 and $45,248, respectively.
CASH AND CASH EQUIVALENTS
The Company considers investments with an original maturity of 90 days or
less when purchased to be cash equivalents.
SHORT-TERM INVESTMENTS
The Company invests excess cash in fixed income securities. Those
investments that have a maturity of greater than 90 days but less than one year
when purchased are classified as short-term investments.
INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out (FIFO)
method) or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is valued at cost or estimated fair value at
time of acquisition. Depreciation is computed using the straight-line and
declining balance methods over the estimated useful lives of the assets, which
are as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings ............................ 25
Machinery and equipment............... 3-10
Furniture and fixtures................ 10
Computer hardware and software........ 3-10
Automobiles........................... 3
</TABLE>
Expenditures for maintenance and repairs are generally charged to expense
as incurred, whereas expenditures for improvements and replacements are
capitalized.
The cost and accumulated depreciation of assets sold or otherwise
disposed of are removed from the accounts and the resulting gain or loss is
reflected in the consolidated statements of operations.
27
<PAGE>
GOODWILL AND INTANGIBLE ASSETS
The excess of purchase price over the fair value of identifiable assets
acquired ("goodwill") is being amortized using the straight-line method over 10
to 20 years.
Loan costs are amortized over the term of the related loan using the
effective interest rate method. Covenants not to compete are amortized over the
life of the agreements using the straight-line method.
Subsequent to an acquisition, the Company continually evaluates whether
events and circumstances have occurred that indicate the remaining estimated
useful life of its intangible assets might warrant revision or that the
remaining balance of such assets may not be recoverable. When factors
indicate that such assets should be evaluated for possible impairment, the
Company uses an estimate of the acquired operation's undiscounted future cash
flows before interest costs over the remaining life of the asset in measuring
whether the asset is recoverable.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company estimates the fair value of financial instruments using quoted
or estimated market prices based upon the current interest rate environment and
the remaining term to maturity. At December 31, 1998, there were no material
differences in the book values of the Company's financial instruments and their
related fair values. At December 31, 1999, the fair value of the Company's
long-term debt, which has a carrying amount of $293,850 was approximately
$147,000.
INCOME TAXES
Effective June 26, 1998, the Company became a taxable entity. Prior to June
26, 1998, the Company was a partnership; accordingly, the earnings of the
Company, including the earnings of foreign subsidiaries attributable to the
Company for United States tax purposes, were included in the tax returns of the
partners. Therefore, the consolidated financial statements prior to June 26,
1998 contain no provision for federal or state income taxes related to those
earnings.
Certain of the Company's foreign subsidiaries and, subsequent to June 26,
1998, the Company are taxable entities. The Company has accounted for income
taxes for taxable entities using the liability method which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or income tax
returns.
Included in the accompanying consolidated statements of operations is an
unaudited pro forma tax provision which was calculated as if the Company,
including all of its subsidiaries, was taxable for all periods presented.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of the Company's foreign subsidiaries are
translated to U.S. dollars at current exchange rates, while revenues and
expenses are translated at the average exchange rate prevailing during the
period. Translation adjustments are recorded as a component of comprehensive
income (loss).
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
28
<PAGE>
ACCRUED CLAIMS AND LITIGATION
The Company is partially self-insured for claims arising from workers'
compensation and employee health benefits. Excess insurance coverage is
maintained for per-incident and cumulative liability losses for these risks
in amounts management considers adequate. Amounts are accrued currently for
the estimated cost of claims incurred, including related expenses. Management
considers the accrued liabilities for unsettled claims to be adequate;
however, there is no assurance that the amounts accrued will not vary from
the ultimate amounts incurred upon final disposition of all outstanding
claims. As a result, periodic adjustments to the reserves will be made as
events occur which indicate that changes are necessary.
WARRANTY
Provision for estimated warranty costs is recorded at the time of sale
and periodically adjusted to reflect actual experience.
LONG-LIVED ASSETS
When factors are present which indicate the cost of long-lived assets may
not be recovered, the Company evaluates the realizability of such assets,
based upon the estimated undiscounted future cash flows before interest costs
generated by the asset.
EARNINGS (LOSS) PER SHARE
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share" establishes standards for computing and presenting earnings per
share. Under the standards established by SFAS No. 128, earnings per share is
measured at two levels: basic earnings per share and diluted earnings per
share. Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the year. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common shares after considering the additional dilution related to
other dilutive securities. The Company has no other dilutive securities
outstanding.
Pro forma earnings (loss) per share for 1997 and 1998 have been computed
on a basis assuming the number of common shares outstanding subsequent to the
Merger were outstanding for the periods presented. There are no potentially
dilutive securities currently outstanding.
COMPREHENSIVE INCOME
In January 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 establishes standards for displaying comprehensive
income and its components in a full set of financial statements.
Comprehensive income encompasses all changes in equity (except those arising
from transactions with owners) and includes net income, net unrealized
capital gains or losses on available for sale securities and foreign currency
translation adjustments.
SEGMENT REPORTING
In January 1998, the Company adopted the provisions of Statement of
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise
and Related Information" ("SFAS 131"), which established standards for
reporting information about operating segments in annual financial statements
and requires the reporting of selected information about operating segments
in interim financial reports issued to stockholders. SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company manages its business as one
industry segment, but does present information by geographic area (see Note
16).
PENSION PLANS
In December 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 132, "Employers' Disclosures about Pension
and Other Post-Retirement Benefits" ("SFAS 132"). SFAS 132 revises employers'
disclosures about pension plans and other post-retirement benefit plans. It
does not change the measurement or recognition of those plans, therefore, the
adoption of this pronouncement has not had a material impact on the Company's
results of operations or financial position.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") requires that
derivatives and hedges be valued at their fair value and establishes
standards for the recognition of changes in fair value. Adoption of SFAS 133
is required in 2001 and is expected to have no material impact on the
Company's reporting and disclosure requirements.
29
<PAGE>
RECLASSIFICATIONS
Certain reclassifications have been made in the 1997 and 1998 consolidated
financial statements to conform to the 1999 presentation.
4. ACQUISITIONS
HANNING
Effective August 8, 1997, Moll acquired a group of companies that had
previously been under common ownership ("Hanning"). The companies acquired, the
type of acquisition and the country of operations are as follows:
<TABLE>
<CAPTION>
TYPE OF COUNTRY OF
COMPANY ACQUISITION OPERATIONS
------- ---------------- -------------
<S> <C> <C>
Hanning Corporation............................ Assets United States
Hanning-Kunststoffe Beteilingungs-GmbH......... Stock Germany
Hanning-Kunststoffe GmbH & Co.................. Partnership Germany
Interest
Hanning Plastics, Ltd.......................... Assets United Kingdom
Hanning Property Associates.................... Assets United States
PB Hanning GmbH & Co........................... Stock Germany
PB Hanning GmbH & Co. Handelsgesellschaft...... Partnership Germany
Interest
</TABLE>
Moll paid $7,582 in cash and agreed to pay the sellers $1,500 over four
years. Additionally, Moll incurred expenses totaling approximately $1,400 in
connection with this acquisition.
The acquisition was accounted for using the purchase method of accounting.
The purchase price has been allocated to the assets acquired (net of $1,800 of
assets which were distributed to partners of Moll) and liabilities assumed as
follows:
<TABLE>
<S> <C>
Current assets.......................... $ 16,476
Property, plant and equipment........... 11,180
Other assets............................ 21
Current liabilities..................... (15,149)
Noncurrent liabilities.................. (3,846)
--------
$ 8,682
========
</TABLE>
SOMOMECA
Effective January 8, 1998, Moll acquired the stock of Somomeca Industries,
Inc. ("Somomeca"). Moll paid $13,144 in cash and agreed to pay the sellers
$1,488 over two years. Additionally, Moll incurred approximately $2,321 in
expenses to complete the acquisition. The acquisition has been accounted for
using the purchase method with the purchase price allocated based on the
estimated fair values of the assets purchased and liabilities assumed, as
follows:
<TABLE>
<S> <C>
Current assets......................... $ 37,397
Property, plant and equipment.......... 35,336
Goodwill............................... 6,077
Other assets........................... 1,461
Current liabilities.................... (46,030)
Non-current liabilities................ (17,288)
--------
$ 16,953
========
</TABLE>
30
<PAGE>
GEMINI
Effective June 26, 1998, the Company acquired the stock of Gemini Plastic
Services, Inc. ("Gemini") for cash of $10,186. The acquisition has been
accounted for using the purchase method with the purchase price allocated based
on the fair values of the assets purchased and liabilities assumed, as follows:
<TABLE>
<S> <C>
Current assets......................... $ 4,384
Property, plant and equipment.......... 4,571
Goodwill............................... 6,822
Other assets........................... 23
Current liabilities.................... (2,963)
Non-current liabilities................ (2,651)
--------
$ 10,186
========
</TABLE>
COMPRESSION
Effective April 16, 1999, the Company acquired the assets of two
locations of Compression, Inc. and the stock of its subsidiary, Percept
Industrial Design, Inc. ("Compression") for net cash of $1,287, including
expenses to complete the transaction. The acquisition has been accounted for
using the purchase method of accounting with the purchase price tentatively
allocated based on the estimated fair values of the assets purchased and
liabilities assumed, as follows:
<TABLE>
<S> <C>
Current assets......................... $ 718
Goodwill............................... 1,343
Current liabilities.................... (774)
--------
$ 1,287
========
</TABLE>
SOUPLEX
Effective May 26, 1999, the Company acquired the stock of Souplex,
Limited ("Souplex") for cash of $6,545, including expenses to complete the
transaction. The acquisition has been accounted for using the purchase method
of accounting with the purchase price tentatively allocated based on the
estimated fair value of the assets purchased and liabilities assumed, as
follows:
<TABLE>
<S> <C>
Current assets......................... $ 7,454
Property, plant and equipment.......... 6,885
Goodwill............................... 2,959
Current liabilities.................... (7,307)
Non-current liabilities................ (3,446)
--------
$ 6,545
========
</TABLE>
An evaluation of the assets acquired and liabilities assumed in the
Compression and Souplex acquisitions is in process. Upon completion of the
evaluation, net additions or reductions, if any, in the fair values currently
assigned will result in a corresponding change in goodwill.
The results of operations of Hanning, Somomeca, Gemini, Compression and
Souplex have been included in the consolidated financial statements since the
effective date of each acquisition. See Note 20 for unaudited pro forma
information.
31
<PAGE>
5. DISPOSITIONS
RELIANCE PRODUCTS, LP
Effective immediately prior to the Merger discussed in Note 2, Moll
distributed its interest in Reliance Products, L.P. ("Reliance") to its owners.
The total amount of such distribution was $3,135.
Reliance was a limited partnership based in Canada in which Moll had
purchased a 69% limited partnership interest effective December 12, 1996.
The Company included the operating results of Reliance in its consolidated
financial statements through June 26, 1998. The earnings attributable to the
minority partners are included in the consolidated statements of operations of
the Company as minority interest in income (loss) of subsidiary.
MOLL INDUSTRIES GERMANY GMBH
Effective December 31, 1999, the Company disposed of its interest in Moll
Industries Germany GmbH ("Germany"). Pursuant to the agreement to sell
Germany, the Company agreed to provide a fixed amount of future financial
support to the buyer, pay 75% of the amount by which accounts payable
exceeded accounts receivable upon the date of closing and pay the lease
payments for the manufacturing facility for two years following the sale. As
of December 31, 1999, the Company had accrued the maximum liability under the
agreement of $6,374, and recognized a total loss on the disposition of
$8,261; however, upon the occurrence of certain events, the Company will not
be required to make the maximum payments required per the agreement. The loss
is included in "Loss Incurred on Closure or Sale of Facilities" in the
accompanying consolidated statements of operations. The payment of future
lease payments of $1,731 is due to an entity owned by the majority owner of
Holdings. In February, 2000, the new owner declared the purchased operation
insolvent, which forced the managing director to file for bankruptcy in
Germany. Holdings' majority owner was still legally considered the managing
director. Based on guidance from legal counsel, management believes the
amounts accrued in connection with the sale represent the Company's maximum
liability related to this matter. However, the ultimate resolution is
currently unknown.
See Note 20 for unaudited pro forma information.
6. INVENTORIES
Inventories of the Company at December 31, 1998 and 1999 consist of the
following:
<TABLE>
<CAPTION>
1998 1999
---------- ------------
<S> <C> <C>
Raw materials.................................. $ 21,959 $ 22,435
Work-in-progress............................... 5,918 3,749
Finished goods................................. 14,095 12,039
Less: reserve for excess and obsolete inventory (3,046) (2,771)
---------- ------------
$ 38,926 $ 35,452
========== ============
</TABLE>
7. INTANGIBLE AND OTHER ASSETS
Intangible and other assets of the Company at December 31, 1998 and 1999
consist of the following:
<TABLE>
<CAPTION>
1998 1999
---------- ------------
<S> <C> <C>
Loan and bond costs............................ $ 12,367 $ 13,188
Cash surrender value of life insurance......... 3,318 3,405
Pension asset.................................. 952 882
Covenants not to compete....................... 994 --
Other.......................................... 2,425 1,712
---------- ------------
20,056 19,187
Less: accumulated amortization............... (1,878) (2,718)
---------- ------------
$ 18,178 $ 16,469
========== ============
</TABLE>
32
<PAGE>
8. BORROWINGS
The Company maintains a $50 million bank line of credit secured by
receivables and inventory which is used for working capital purposes.
However, borrowings under this line of credit are limited to $15 million due
to restrictions under the Notes described below. At December 31,1999 there
were no borrowings outstanding and the Company was out of compliance with
certain restrictive financial covenants under the line of credit. On March
31, 2000, the Company received an amendment to the line of credit which
amended the financial covenants and cured the noncompliance which existed at
December 31, 1999. The Company is dependent upon availability under the line
of credit to meet certain working capital needs during 2000. Management's
projections and related operating plans indicate the Company can remain in
compliance with the new financial covenants and meet its expected obligations
throughout 2000. However, as with all projections, it is not certain
management's projections will be achieved. Management is also pursing other
alternative financing options to supplement the line of credit, including
factoring certain amounts of accounts receivable.
Long-term obligations of the Company at December 31, 1998 and 1999 consist
of the following:
<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Senior notes payable. Interest of 11.75% is payable semi-annually
on April 1 and October 1. The notes mature on April 1, 2004.... $ 100,000 $ 100,000
Senior subordinated notes payable. Interest of 10.50% is payable
semi-annually on January 1 and July 1. The notes mature on
July 1, 2008.................................................... 130,000 130,000
Senior discount notes payable ("Senior Discount Notes"). Interest
of 13.5% accretes, compounded semi-annually, until June 30,
2003, at which time the balance will be $68,000. Following
June 30, 2003, interest is payable semi-annually on January 1
and July 1. The notes mature on July 1, 2009.................... 37,713 42,992
Mortgage payable in monthly installments of $9. The mortgage
expires in May 2012. Interest is payable at 8.45%.............. 2,728 2,626
Mortgage payable in monthly installments of $9. The mortgage
expires in December 2012. Interest is payable at 8.40%......... 2,800 2,699
Other............................................................. 8,132 7,024
---------- ----------
281,373 285,341
Less current portion............................................ (4,390) (2,853)
---------- ----------
$ 276,983 $ 282,488
========== ==========
</TABLE>
The amounts of long-term obligations to be repaid for the years
following December 31, 1999 are as follows:
<TABLE>
<S> <C>
2000........................... $ 2,853
2001........................... 1,995
2002........................... 1,088
2003........................... 778
2004........................... 100,612
Thereafter..................... 178,015
------------
$ 285,341
============
</TABLE>
The Senior, Senior Subordinated Notes and Senior Discount Notes (the
"Notes") contain restrictions on the payment of dividends and distributions,
transactions with affiliated parties and purchase and sale of fixed assets,
among others, all of which the Company was in compliance with as of December
31, 1999. Additionally, the Notes contain certain cross-default provisions
under which the Company would be in default of the Notes if it is in default
of other debt agreements with a balance outstanding of greater than $5,000,
and the default results in an acceleration of payments. There were no such
defaults as of December 31, 1999. The Senior Notes and Senior Subordinated
Notes were issued by the Company. The Senior Notes are guaranteed by Holdings
and all significant subsidiaries of the Company (see Note 17). The Senior
Subordinated Notes are not guaranteed. The Senior Discount Notes were issued
by AMM Holdings whose only asset is its investment in Holdings. However,
neither Holdings, the Company nor any other party has guaranteed the Senior
Discount Notes.
DEBT REFINANCINGS
On January 8, 1998, Moll entered into a credit agreement ("Credit
Agreement") with a group of lenders ("Lenders"), in which the Lenders agreed to
loan the Company $60,000 in term debt (under two equal tranches) and make
available a revolving credit facility of up to $10,000, based on the level of
eligible accounts receivable and inventory.
On June 26, 1998, the Company issued $130,000 of 10.5% Senior
Subordinated Notes (the "Senior Subordinated Notes"). The proceeds of the
Senior Subordinated Notes were used to repay the borrowings under the Credit
Agreement discussed above, finance the acquisitions of Anchor and Gemini and
general corporate purposes.
Moll had deferred financing costs of $671 at December 31, 1997 related to
the bank debt refinanced on January 8, 1998 and $1,300 related to the Credit
Agreement, both of which were expensed as an extraordinary item in 1998 in
connection with the related refinancings.
33
<PAGE>
9. LEASE COMMITMENTS
The aggregate future minimum fixed lease obligations for the Company as of
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
---------- ------------
<S> <C> <C>
2000....................................... $ 2,813 $ 5,856
2001....................................... 2,357 3,605
2002....................................... 1,887 2,826
2003....................................... 1,462 2,193
2004....................................... 1,114 1,352
Thereafter................................. 1,012 1,616
---------- -----------
Total minimum lease payments............... 10,645 $ 17,448
===========
Less amounts representing interest......... (2,136)
----------
Present value of minimum capital lease
payments................................... $ 8,509
==========
</TABLE>
Total rent expense for the Company's operating leases was approximately
$2,835, $3,923 and $5,579 for 1997, 1998 and 1999, respectively.
LEASE RENEGOTIATION
On June 15, 1997, Moll renegotiated an agreement for the lease of
equipment. The terms of the original agreement required the lease to be
accounted for as a capital lease; however, the terms of the new agreement
resulted in the lease being accounted for as an operating lease. At the date
of the renegotiation, the difference between the net book value of the assets
and the related debt under the capital lease, $1,298, was recorded as a
deferred gain which is being amortized over the term of the operating lease.
An unamortized balance of $532 is included in other non-current liabilities
in the accompanying consolidated balance sheets at December 31, 1999.
10. RETIREMENT PLANS
The Company assumed defined benefit pension plans covering substantially all
domestic employees of Anchor in the Merger. Annually, the Company contributes to
the plans amounts which are actuarially determined to provide the plans with
sufficient assets to meet future benefit payment requirements. These plans were
amended effective June 26, 1998 to freeze benefits under the plans to those
earned as of June 26, 1998.
The Company also assumed in the Merger a supplemental retirement plan for
certain executives of Anchor and the related life insurance policies to fund
the liability under the plan. The Company intends to fund the plan through
the Company-owned life insurance policies, which have a cash surrender value
of $3,405 at December 31, 1999; however, the life insurance policies are not
considered plan assets for accounting purposes. The supplemental retirement
plan was amended effective December 31, 1998 to freeze benefits to those
earned as of December 31, 1998.
Foreign executives and employees are covered by fully funded programs as
legally required
34
<PAGE>
The following tables set forth the funded status of the pension and
supplemental plans as of December 31, 1998 and 1999.
<TABLE>
<CAPTION>
PENSION BENEFITS SUPPLEMENTAL RETIREMENT PLAN
---------------------------- ----------------------------
1998 1999 1998 1999
<S> <C> <C> <C> <C>
Change in Benefit Obligation:
Benefit obligation at beginning of year.. $ -- $ 4,672 $ -- $ 4,243
Acquisition.............................. 4,612 -- 4,061 --
Service cost............................. -- -- -- --
Interest cost............................ 189 313 182 566
Plan participants' contributions......... -- -- -- --
Amendments............................... -- -- -- --
Actuarial gain (loss).................... (62) 363 -- --
Benefits paid............................ (67) (83) -- (352)
Other.................................... -- (227) -- --
---------- ---------- ---------- --------
Benefit obligation at end of year........ $ 4,672 $ 5,038 $ 4,243 $ 4,457
========== ========== ========== ========
Change in Plan Assets:
Fair value of plan assets at beginning of
year..................................... $ -- $ 4,764 $ -- $ --
Acquisition.............................. 4,421
Actual return on plan assets............. 229 260 -- --
Employer contribution.................... 181 -- -- --
Plan participants' contributions......... -- -- -- --
Benefits paid............................ (67) (83) -- --
Other.................................... -- (226) -- --
---------- ---------- ---------- --------
Fair value of plan assets at end of year. $ 4,764 $ 4,715 $ -- $ --
========== ========== ========== ========
Funded status................................ $ 92 $ (323) $ (4,243) $ (4,457)
Unrecognized net actuarial loss.............. 458 733 -- --
Unrecognized prior service cost.............. -- -- -- --
---------- ---------- ---------- --------
Net amount recognized........................ $ 550 $ 410 $ (4,243) $ (4,457)
========== ========== ========== ========
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Prepaid benefit cost..................... $ 952 $ 882 $ -- $ --
Accrued benefit liability................ (1,058) (1,205) (4,243) (4,457)
Accumulated other comprehensive
income............................... 656 733 -- --
---------- ---------- ---------- --------
Net amount recognized........................ $ 550 $ 410 $ (4,243) $ (4,457)
========== ========== ========== =========
Weighted-Average Assumptions:
Discount rate............................ 6.75% 6.50% 6.75% 6.75%
========== ========== ========== =========
Expected return on plan assets........... 8.00% 8.00% N/A N/A
========== ========== ========== =========
Rate of compensation increase............ N/A N/A N/A N/A
========== ========== ========== =========
Components of Net Periodic Benefit Cost:
Service cost............................ $ -- $ -- $ -- $ --
Interest cost............................ 189 313 182 566
Recognition of net actuarial gain (loss). (62) 49 -- --
Expected return on plan assets........... (23) (379) -- --
Other.................................... -- 87 -- --
----------- ------------ ------------ ---------
Net periodic benefit cost................ $ 104 $ 70 $ 182 $ 566
=========== ============ ============ =========
</TABLE>
Additionally, the Company maintains profit-sharing plans covering
substantially all domestic employees meeting the service requirements defined
in the plans. Under the provisions of the plans, employees may contribute
from 2% to 15% of their wages. The Company may make matching contributions
equal to a discretionary percentage, to be determined by the Company.
Matching contributions are subject to certain vesting requirements. The
Company expensed approximately $233, $544 and $627 related to the plans in
1997, 1998 and 1999, respectively.
35
<PAGE>
11. INCOME TAXES
Effective June 26, 1998, Moll became a taxable entity. Prior to June 26,
1998, Moll was a partnership; accordingly, the earnings of Moll, including the
earnings of foreign subsidiaries attributable to Moll for United States tax
purposes, were included in the tax returns of the partners. Certain of Moll's
foreign subsidiaries have been taxable entities for foreign tax purposes since
their inception.
The components of income tax expense (benefit) are as follows:
<TABLE>
<CAPTION>
1997 1998 1999
----------- ------------- ------------
<S> <C> <C> <C>
Current:
Federal................... $ -- $ -- $ --
State..................... -- -- --
Foreign................... 72 324 838
----------- ------------- ------------
72 324 838
----------- ------------- ------------
Deferred:
Federal................... -- (1,306) --
State..................... -- (245) --
Foreign................... 10 (736) (155)
----------- ------------- ------------
10 (2,287) (155)
----------- ------------- ------------
Income tax expense (benefit) $ 82 $ (1,963) $ 683
=========== ============= ============
</TABLE>
The components of AMM Holdings' deferred tax assets and (liabilities) are
as follows:
<TABLE>
<CAPTION>
1998 1999
------------ ------------
<S> <C> <C>
Current deferred taxes:
Accounts receivable..................... $ 671 $ 902
Inventory............................... 862 733
Accrued liabilities..................... 5,789 5,324
Deferred costs.......................... (537) (664)
Lease transactions...................... (1,048) (985)
------------ ------------
Current deferred asset............... 5,737 5,310
Valuation allowance.................. (6,187) (5,310)
------------ ------------
Current deferred tax liability....... $ (450) $ --
------------ ------------
Non-current deferred taxes:
Depreciation............................ $ (7,879) $ (8,126)
Fixed asset valuation................... (2,665) (2,197)
Accumulated net operating losses........ 7,884 20,132
Foreign tax credits..................... 875 1,442
------------ ------------
Non-current deferred asset (liability) (1,785) 11,251
Valuation allowance.................. (3,510) (16,117)
------------ ------------
Non-current deferred tax liability... (5,295) (4,866)
------------ ------------
Deferred tax liability.................... $ (5,745) $ (4,866)
============ ============
</TABLE>
At December 31, 1999, the Company had consolidated net operating loss
carryforwards of $52,980 for income tax purposes available to offset future
taxable income, which expire in the years 2018 and 2019.
A valuation allowance has been established to the extent that deferred tax
assets exceed deferred tax liabilities for United States tax purposes. The
allowance was established due to the uncertainty of realizing the assets. On a
consolidated basis, the Company has deferred tax liabilities due primarily to
differences in the book and tax basis in fixed assets in France.
36
<PAGE>
The following table reconciles the 1999 income tax benefit at the United
States statutory rate to the expense recognized in the financial statements:
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
Federal tax benefit computed at 35%....................... $ (6,732) $ (12,967)
State tax benefit at 3%................................... (770) (1,111)
Taxes allocated to partners on partnership income
prior to conversion to a C-Corp......................... (998) --
Deferred tax benefit associated with conversion to
a C-Corp................................................ (4,923) --
Increase in valuation allowance........................... 9,697 11,730
Non-deductible expenses................................... 1,072 1,370
Tax on foreign income..................................... 324 838
Other..................................................... 367 823
----------- ---------
$ (1,963) $ 683
=========== =========
</TABLE>
12. RELATED PARTIES
At December 31, 1999, the Company has a note receivable of $390 from an
individual who is the majority owner of AMM Holdings LLC. The note is payable
in three equal annual installments beginning February 1, 2000 and bears
interest at 9%.
The Company pays management fees to certain related companies that are
limited in amount under the Company's debt agreements. Management fee expense
was approximately $1,553, $1,397 and $200 for 1997, 1998 and 1999,
respectively.
The Company leased land and buildings in Germany from an entity owned by
the majority owner of AMM Holdings LLC. The Company recognized rent expense
of $176, $433 and $415 in 1997, 1998 and 1999, respectively.
13. FACILITY CLOSURES
In September 1997, the Company closed its El Paso facility. The expenses
incurred in closing the facility are included in "Loss Incurred on Closure or
Sale of Facilities" in the accompanying consolidated statements of
operations. Liabilities and reserves of $1,061 were accrued in 1997 primarily
for lease payments and losses on equipment and inventory related to the
closure. These amounts were paid or realized in 1998.
In December 1998, the Company made decisions to close its Lakewood and
Round Rock facilities in association with the integration of the companies
acquired (Notes 2 and 4). Production of these facilities was either
outsourced to suppliers or moved to other Company facilities. The estimated
expenses to close the facilities are included in "Loss Incurred on Closure
or Sale of Facilities" in the accompanying consolidated statements of
operations. Liabilities and reserves of $4,997 are included in the
accompanying December 31, 1998 consolidated balance sheet for expenses and
losses on fixed assets related to the closures. The expenses and losses were
realized in 1999.
In December 1999, the Company made the decision to eliminate certain
operations of its Compression division in California and move the remaining
operations to more suitable facilities. The estimated expenses to eliminate
these operations are included in "Loss Incurred on Closure or Sale of
Facilities" in the accompanying consolidated statements of operations.
Liabilities of $1,139, primarily for lease costs of the former building, are
included in the accompanying December 31,1999 consolidated balance sheet.
37
<PAGE>
14. MAJOR CUSTOMERS
Customers that represented in excess of 10% of sales were as follows:
<TABLE>
<CAPTION>
1997 1998 1999
------ ------ -----
<S> <C> <C> <C>
Customer A 35% 13% 15%
Customer B N/A 11% 15%
Customer C 10% N/A N/A
</TABLE>
In addition, approximately 40% and 24% of the Company's total accounts
receivable at December 31, 1998 and 1999 were from these customers. Management
believes the credit risk associated with these customers is minimal.
15. CONTINGENCIES
AMM Holdings is a party to various lawsuits and claims in the normal
course of business. While the outcome of the lawsuits and claims against
Holdings cannot be predicted with certainty, management believes that the
ultimate resolution of the matters will not have a material effect on the
financial position or results of operations of Holdings.
AMM Holdings, like others in similar businesses, is subject to extensive
federal, state and local environmental laws and regulations. Although Holdings'
environmental policies and practices are designed to ensure compliance with
these laws and regulations, future developments and increasingly stringent
regulation could require Holdings to make unforeseen environmental expenditures.
16. SEGMENT INFORMATION
The Company manages its business as one industry segment. The following
table presents sales and other financial information by geographic region for
the years ended December 31, 1997, 1998 and 1999.
<TABLE>
<CAPTION>
1997 1998 1999
------------ ------------ -------------
<S> <C> <C>
Net sales:
United States............... $ 87,585 $ 172,513 $ 271,021
Canada...................... 17,383 11,165 553
Mexico...................... -- 3,937 8,768
Europe...................... 11,979 127,735 126,453
Eliminations................ -- (3,937) (8,768)
------------ ------------ -------------
Total net sales..... $ 116,947 $ 311,413 $ 398,027
============ ============ =============
Operating income (loss):
United States............... $ 8,306 $ (415) $ 8,273
Canada...................... 1,551 1,291 43
Mexico...................... -- 271 602
Europe...................... (1,671) 2,442 (11,788)
------------ ------------ -------------
Total operating income
(loss) $ 8,186 $ 3,589 $ (2,870)
============ ============ =============
Identifiable assets:
United States............... $ 60,528 $ 265,575 $ 268,577
Canada...................... 12,354 -- 128
Mexico...................... -- 5,462 5,599
Europe...................... 15,147 112,353 95,669
Eliminations................ (1,105) (51,190) (70,807)
------------ ------------ -------------
Total assets........ $ 86,924 $ 332,200 $ 299,166
============ ============ =============
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
1997 1998 1999
------------ ------------ -------------
<S> <C> <C> <C>
Depreciation and amortization:
United States............... $ 3,819 $ 9,983 $ 16,965
Canada...................... 1,158 325 8
Mexico...................... -- 103 202
Europe...................... 423 5,982 7,548
------------ ------------ -------------
Total............... $ 5,400 $ 16,393 $ 24,723
============ ============ =============
Capital expenditures:
United States............... $ 5,966 $ 14,353 $ 11,415
Canada...................... 531 -- 3
Mexico...................... -- -- 48
Europe...................... 65 7,021 5,956
------------ ------------ -------------
Total............... $ 6,562 $ 21,374 $ 17,422
============ ============ =============
</TABLE>
17. SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES
All material subsidiaries of the Company, each of which are wholly-owned,
have fully, unconditionally, jointly and severally guaranteed the otherwise
unsecured $100,000 of 11.75% Senior Notes due 2004 issued by Anchor and
assumed by the Company in the Merger. The subsidiaries that have not
guaranteed the debt only participate in intercompany transactions with the
Company, which are eliminated in the consolidated financial statements of the
Company. The guarantor subsidiaries are subject to the reporting requirements
under Section 13 or 15(d) of the Securities Exchange Act of 1934. Management
has determined that separate financial statements for the guarantor
subsidiaries are not material to holders of the Senior Notes. Combined
financial information relating to these entities since the date of their
acquisition is presented herein in accordance with Staff Accounting Bulletin
No. 53 as an addition to the notes of the consolidated financial statements
of the Company.
Condensed consolidating financial information for Holdings for the year
ended December 31, 1999 is as follows:
<TABLE>
<CAPTION>
AMM GUARANTOR NON-GUARANTOR CONSOLIDATED
HOLDINGS SUBSIDIARIES SUBSIDIARIES ELIMINATIONS BALANCE
--------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash........................... $ 45 $ 1,269 $ 36 $ $ 1,350
Accounts Receivable............ 35,639 29,571 2 65,212
Inventories.................... 27,120 8,332 35,452
Other Current Assets........... 11,288 3,954 92 15,334
--------- --------- ------- -------- --------
Total Current Assets. 74,092 43,126 130 117,348
Fixed Assets................... 79,854 40,043 2,890 122,787
Goodwill....................... 34,889 7,673 42,562
Intercompany Receivables....... 64,371 3,857 2,579 (70,807) --
Other Assets................... 15,499 970 16,469
--------- --------- ------- -------- --------
$ 268,705 $ 95,669 $ 5,599 $(70,807) $299,166
========= ========= ======= ======== ========
Accounts Payable............... $ 19,071 $ 22,573 $ 547 $ $ 42,191
Accrued Liabilities............ 27,502 4,779 32,281
Other Current Liabilities...... 12,226 5,244 17,470
--------- --------- ------- -------- --------
Total Current
Liabilities........ 58,799 32,596 547 91,942
Long Term Debt................. 279,302 9,629 288,931
Other Non-current Liabilities.. 6,615 5,780 12,395
Intercompany Payables.......... 17,324 53,483 (70,807) --
--------- --------- ------- -------- --------
Total Liabilities.... 362,040 101,488 547 (70,807) 393,268
Deficit........................ (93,335) (5,819) 5,052 (94,102)
--------- --------- ------- -------- --------
$ 268,705 $ 95,669 $ 5,599 $(70,807) $299,166
========= ========= ======= ======== ========
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
AMM GUARANTOR NON-GUARANTOR CONSOLIDATED
HOLDINGS SUBSIDIARIES SUBSIDIARIES ELIMINATIONS BALANCE
--------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales...................... $ 271,574 $ 126,453 $ 8,768 $ (8,768) $398,027
Cost of Sales.................. 237,501 118,521 8,166 (8,768) 355,420
--------- --------- ------- -------- --------
Gross Profit......... 34,073 7,932 602 -- 42,607
--------- --------- ------- -------- --------
Selling, General &
Administrative Expense........ 25,757 19,720 -- -- 45,477
Operating Income(Loss) 8,316 (11,788) 602 -- (2,870)
Interest Expense, net.......... 30,790 4,963 (6) -- 35,747
Other (Income) Expense......... (1,775) 197 8 -- (1,570)
--------- --------- ------- -------- --------
Income (Loss) Before Taxes (20,699) (16,948) 600 -- (37,047)
Income Tax Expense............. 132 64 487 -- 683
--------- --------- ------- -------- --------
Net Income (Loss).... $ (20,831) $ (17,012) $ 113 $ -- $(37,730)
========= ========= ======= ======== ========
STATEMENT OF CASH FLOWS DATA:
Net Income (Loss)................. $ (20,831) $ (17,012) $ 113 $ -- $(37,730)
Depreciation and Amortization..... 16,973 7,548 202 -- 24,723
Change in Assets and Liabilities.. 7,745 310 21 -- 8,076
Other............................. 9,118 7,933 (7) -- 17,044
--------- --------- ------- -------- --------
Cash Flows from
Operating Activities.. 13,005 (1,221) 329 -- 12,113
--------- --------- ------- -------- --------
Capital Expenditures.............. (11,418) (5,956) (48) -- (17,422)
Proceeds from Disposal of Fixed
Assets.......................... 4,780 1,589 -- -- 6,369
Investments in Subsidiaries....... (7,832) -- -- -- (7,832)
Other............................. 3,763 -- -- -- 3,763
--------- --------- ------- -------- --------
Cash Flows from
Investing Activities... (10,707) (4,367) (48) -- (15,122)
--------- --------- ------- -------- --------
Payments on Revolving Loan
Facility........................ (8) (2,154) -- -- (2,162)
Proceeds from Issuance of Long-
Term Obligations................ -- 915 -- -- 915
Principle Payments on Long-Term
Obligations..................... (4,388) (3,971) -- -- (8,359)
Intercompany transfers............ (11,108) 11,410 (302) --
--------- --------- ------- -------- --------
Cash Flows from
Financing Activities... (15,504) 6,200 (302) -- (9,606)
--------- --------- ------- -------- --------
Effect of Exchange Rate Changes
in Cash......................... -- (431) -- -- (431)
--------- --------- ------- -------- --------
Net Change in Cash................ (13,206) 181 (21) -- (13,046)
Balance at Beginning of Period.... 13,251 1,088 57 -- 14,396
--------- --------- ------- -------- --------
Balance at End of Period.......... $ 45 $ 1,269 $ 36 $ -- $ 1,350
========= ========= ======= ======== ========
</TABLE>
The financial information of Holdings is identical to that of the Company.
Therefore, summarized financial information of the Company is not required.
40
<PAGE>
18. OTHER COMPREHENSIVE INCOME (LOSS)
Information with respect to the accumulated other comprehensive income
(loss) balance is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1997 1998 1999
------- ------ -------
<S> <C> <C> <C>
Beginning balance............................. $ -- $ 2 $ 3,022
Pension liability assumed in Merger........... -- (521) --
Current period change:
Foreign currency translation................ 2 3,676 (7,295)
Pension liability........................... -- (135) (77)
------- ------ -------
$ 2 $3,022 $(4,350)
======= ====== =======
</TABLE>
19. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly statements of operations data for 1998 and
1999 is as follows:
<TABLE>
<CAPTION>
1998
------------------------------------------------
FIRST SECOND THIRD FOURTH
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales............................................. $ 60,106 $ 63,063 $ 98,416 $ 89,828
Gross profit...................................... 9,268 11,605 11,538 6,495
Net income (loss) before extraordinary item....... 1,357 2,431 (3,362) (15,724)
Pro forma net income (loss)....................... 624 1,344 (2,539) (13,269)
Pro forma earnings (loss) per share............... 624 1,344 (2,539) (13,269)
</TABLE>
Included in pro forma net income (loss) is an unaudited pro forma tax
provision that was calculated as if Holdings, including all of its
subsidiaries, was taxable for all periods presented.
The increase in the fourth quarter loss is due primarily to the loss
incurred on the closure or sale of facilities and decreased sales at certain
plants.
<TABLE>
<CAPTION>
1999
------------------------------------------------
FIRST SECOND THIRD FOURTH
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales............................................. $101,549 $105,792 $ 93,673 $ 97,013
Gross profit...................................... 10,797 15,337 10,644 5,829
Net loss ......................................... (5,870) (3,318) (5,797) (22,745)
Loss per share.................................... (5,870) (3,318) (5,797) (22,745)
</TABLE>
The increase in the fourth quarter loss is due primarily to the loss
incurred on closure or sale of facilities, an adverse settlement of a
customer dispute and decreased sales in certain divisions with inflexible
cost structures.
20. PRO FORMA INFORMATION (UNAUDITED)
The following unaudited statements of operations data gives effect to the
merger with Anchor, the acquisitions of Somomeca, Gemini, Compression and
Souplex, the sale of Germany and the distribution of Reliance as if they had
occurred at the beginning of the respective periods.
<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Net sales.............................................. $ 375,249 $ 385,401
Operating income....................................... 22,047 16,198
Income (loss) before taxes and extraordinary item...... (8,044) (20,954)
</TABLE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
41
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The current directors and officers of the Company, Holdings and AMM
Holdings are as follows:
<TABLE>
<CAPTION>
Name Age Current Position with the Position with Holdings
Term Company and AMM Holdings
Expires
<S> <C> <C> <C> <C>
George T. Votis....... 38 April, 2000 Chairman, Chief Chairman, Chief
Executive Officer and Executive Officer and
Treasurer Treasurer
Charles B. Schiele.... 57 April, 2000 President and Director President and Director
Phyllis C. Best(1).... 53 April, 2000 Chief Financial Officer Chief Financial Officer
and Secretary and Secretary
T. Michael Bauer...... 49 Executive Vice President,
Custom Operations
Jean-Jacques de 42 Executive Vice President,
Boissieu.............. Europe
Geoffrey A. de Rohan . 43 Executive Vice President,
Business Development
and Special Projects
Michael N. Red........ 52 Senior Vice President,
Marketing
Terrance O. Jones .... 51 Vice President, Oral Care
Robert Epley ......... 52 Vice President and
General Manager,
Cosmetics Packaging
David A. Strickland .. 40 Vice President,
Medical/Telecom
</TABLE>
Notes:
(1) Ms. Best resigned from the Company effective March 31, 2000.
George T. Votis. Mr. Votis serves as Chairman, Chief Executive Officer
and Treasurer of the Company, Holdings and AMM Holdings and as Chairman and
Chief Executive Officer of Galt Industries, Inc. which he founded in 1988.
Prior to 1988, Mr. Votis was a Vice President and Principal at Carlisle
Capital in Boston, Massachusetts.
Charles B. Schiele. Mr. Schiele serves as President and as a Director of
the Company, Holdings and AMM Holdings. Mr. Schiele joined Anchor in March
1998 as President. Prior to joining Anchor, Mr. Schiele served as Executive
Vice President of Alcoa's Closure Systems International Division, a global
packaging company since 1994. Mr. Schiele served as President of HC
Industries; Regional Manager for the Americas, and Global Manager, Plastic
Closures from 1984 to 1993.
Phyllis C. Best. Ms. Best serves as Chief Financial Officer and
Secretary of the Company, Holdings and AMM Holdings. Prior to becoming Chief
Financial Officer of the Company in 1998, Ms. Best was Senior Vice President,
Finance and Controller of Anchor since 1995 and Vice President and Controller
of Anchor since 1990.
T. Michael Bauer. Prior to becoming Executive Vice President, Custom
Operations of the Company in 1998, Mr. Bauer joined Moll in October 1988 as
General Manager of the Company's Fort Smith division. Mr. Bauer has more than
23 years of experience in the plastics industry, including three years from
1985 to 1988 with Michigan Plastics Company as Vice President of
Manufacturing, one year from 1984 to 1985 with Grote Manufacturing Company as
Manager of Manufacturing Engineering Services and ten years from 1974 to 1984
with Kusan Manufacturing Company.
42
<PAGE>
Jean-Jacques de Boissieu. Mr. de Boissieu joined Moll as Executive Vice
President, France and Portugal in January 1998. He was named Executive Vice
President, Europe in February, 1999. Prior to joining Moll, Mr. de
Boissieu was a consultant at C.N.P.A. since 1996. Prior to such time, Mr. de
Boissieu served as Managing Director and General Manager US Filter Water
Treatment France from 1994 to 1996, and was Automotive Development Engineer
General Electric Plastics France, Product Manager Europe General Electric
Plastics Netherlands, Managing Director of General Electric Silicones France,
Spain and Portugal and Manager Europe of General Electric Silicones building
and construction, Netherlands from 1985 to 1994.
Geoffrey A. de Rohan. Prior to becoming Executive Vice President,
Business Development and Special Projects of the Company in 1998, Mr. de
Rohan was a Director of Anchor and General Manager of the Mid-State Plastics
Division of Anchor since 1996 and Executive Vice President of Anchor and
General Manager of the Cosmetics Division of Anchor since 1995. Prior to
joining Anchor, Mr. de Rohan served as Vice President and General Manager of
Wheaton Injection Molding, President of Wheaton Plastic Products, and Vice
President of Development Health Care Market at Wheaton, Inc. from 1986 to
1995.
Michael N. Red. Mr. Red joined Anchor in May 1998 as Senior Vice President,
Marketing. Mr. Red has more than 10 years of experience in the plastic industry,
including seven years from 1988 to 1995 with Closure Systems International as
Vice President Global Sales since 1992 and two years from 1996 to 1997 with Soft
Alloy Extrusion Division, Tifton, Georgia, as Vice President of Sales and
Marketing.
Terrance Jones. Mr. Jones has over 20 years experience in engineering and
management in the plastics industry. Prior to becoming Vice President and
General Manager, Oral Care of the Company, in July 1998, Mr. Jones was Vice
President, Oral Care, since July 1995 and Plant Manager (Brush Division) from
November 1989 to August 1993. Mr. Jones has held various other positions with
the Company since joining the Company's predecessor in October 1977.
Robert Epley. Mr. Epley has over 20 years experience at the management
level in the plastics industry. Prior to becoming Vice President and General
Manager, Cosmetics Packaging in 1988, Mr. Epley was Vice President, Cosmetic
Sales and Engineering since January 1988, and Division Manager of Cosmetics from
1986 to 1988. Mr. Epley joined the Company's Frontier division in 1971.
David A. Strickland. Mr. Strickland has over 7 years experience at the
management level in the plastics industry. Prior to becoming Vice President,
Medical/Telecom of the Company in February 2000, Mr. Strickland was Vice
President, Manufacturing of the Company beginning in November 1998. Mr.
Strickland was Plant Manager with Sunbeam Consumer Products from 1995 to
1998, was Manager, Operations-Tupperware North America from 1994 to 1995, and
became a Plant Manager in 1992 with Ampex Recording Media Corporation after
holding a variety of positions within that organization.
Item 11. EXECUTIVE OFFICER COMPENSATION.
Executive Compensation
The following table sets forth for 1999 all compensation awarded to,
earned by or paid to (i) the Company's Chairman and Chief Executive Officer
during 1999 and (ii) each of the Company's four most highly compensated
executive officers (other than the Chairman and Chief Executive Officer).
43
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Other Annual Payouts(4) All Other
Name and Principal Positions Salary Bonus Compensation LTIP Payouts Compensation Total
---------------------------- ------ ----- ------------ ------------ ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
George T. Votis.............. 1999 $850,000 $250,000 $ 0 $ 0 $ 0 $1,100,000
Chairman and Chief Executive 1998 425,000 0 1,926,300(2) 0 0 2,351,300
Officer(1)
Charles B. Schiele(3) ....... 1999 410,845 250,000 0 0 0 660,845
President 1998 251,292 0 1,121 0 0 252,413
T. Michael Bauer............. 1999 195,765 177,000 10,000 0 0 382,765
Executive Vice President 1998 130,923 177,520 9,400 0 0 317,843
Jean Jacques de Boissieu..... 1999 170,542 73,069 1,169 0 0 244,780
Executive Vice President 1998 153,000 76,800 1,000 0 0 230,000
Phyllis C. Best(4) .......... 1999 173,976 13,200 0 0 0 187,176
Chief Financial Officer 1998 168,821 23,900 0 0 0 192,721
- ----------------------------- ------ ---------- ---------- --------------- ------------- -------------- --------------
</TABLE>
- -------------
(1) Mr. Votis was added to the Company's payroll on June 26, 1998 in
conjunction with the Merger and Offering. Prior to that time Mr. Votis
had not received any salary or bonus from the Company. However, the
Company paid approximately $1,397,000 in 1998, to companies owned by
Mr. Votis. Future management fees are limited to $200,000 per year.
(2) Amounts represent tax distributions paid due to the flow through tax status
of Moll prior to the Transactions.
(3) Mr. Schiele joined the Company in March 1998.
(4) Ms. Best resigned from the Company effective March 31, 2000.
44
<PAGE>
Supplemental Executive Retirement Benefits Agreements (see Note 4 below)
Of the Named Executive Officers, Mr. deRohan is a party to a Supplemental
Executive Retirement Benefits Agreement (the "SERB Agreements") with the
Company. Under this agreement, the above-mentioned employee is, upon retirement
(as defined in the SERB Agreements), entitled to a life-time annual retirement
benefit (distributed monthly) calculated based upon the higher of two separate
formulas (see note (3) below). The annual retirement benefits under one of these
formulas, calculated based upon years of credited service (as defined in the
SERB Agreements) and earnings (as defined in the SERB Agreements), is set forth
in the table below. The annual retirement benefits are subject to a reduction
for the employee's vested accrued benefit under the North American Philips Plan
and any defined benefit plan maintained by the Company. The SERB Agreements also
provide for spousal survival benefit options and for death benefits under
certain circumstances. Lastly, in the event of the sale or exchange of
substantially all the assets of the Company or a merger, reorganization,
consolidation or a change of control, the employee is entitled to a lump sum
payment in an amount equal to the actuarial equivalent of the employee's normal
retirement benefit unless the successor entity or resulting controlling entity
expressly assumes in writing the obligations under the SERB Agreements.
<TABLE>
<CAPTION>
Years of Credited Service
-------------------------
Earnings 15 20 25 30 35
-------- -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000.. $ 20,625 $27,500 $34,375 41,250 48,125
150,000.. 24,750 33,000 41,250 49,500 57,750
175,000.. 28,875 38,500 48,125 57,750 67,375
200,000.. 33,000 44,000 55,000 66,000 77,000
250,000.. 41,250 55,000 68,750 82,500 96,250
300,000.. 49,500 66,000 82,500 99,000 115,500
400,000.. 66,000 88,000 110,000 132,000 154,000
450,000.. 74,250 99,000 123,750 148,500 173,250
500,000.. 82,500 110,000 137,500 165,000 192,500
</TABLE>
- -------------
(1) The compensation covered by this plan is the average of the employee's
highest five years, selected from the last ten calendar years, of earnings,
which are defined under this plan as the total cash compensation paid to
the employee during a calendar year which is includible in the employee's
gross income under the Internal Revenue Code, excluding any expense
reimbursements, deferred compensation payments, lump sum severance
payments, stock options, or any distributions from any long-term incentive
plan, or any long-term key employee compensation program.
(2) Mr. deRohan is credited with 3.5 years of service under this plan as of
December 31, 1998.
(3) The annual retirement benefit is the higher of (i) the product of (a) the
average of the employee's highest five years of earnings; (b) years of
credited service under the plan (to a maximum of 43); and (c) 1.1% and (ii)
the sum of (a) the product of (1) the average of the employee's highest
five years of earnings; (2) years of credited service under the plan (to
maximum of 43); and (3) 1.0%; and (b) the product of (1) the amount by
which the average of the employee's highest five years of earnings exceeds
the Average Social Security Taxable Wage Base; (2) years of credited
service under the plan (to a maximum of 35); and (3) 0.6%. For purposes of
this plan, the "Average Social Security Taxable Wage Base" is the average
of the maximum limitation on wages subject to social security tax for the
preceding 35 calendar years.
(4) The Company has frozen the accrued service time for employees currently in
the SERB Agreements effective December 31, 1998. No new employees will be
added to the plan, however, the plan will continue to be funded to support
retirement benefits earned prior to the December 31, 1998 curtailment.
45
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
AMM Holdings, LLC owns all the outstanding capital stock of AMM
Holdings, Inc. ("AMM Holdings"), which owns all the outstanding capital stock
of Holdings, which owns all the outstanding capital stock of the Company. The
following sets forth certain information regarding the beneficial ownership
of the membership interests of AMM Holdings, LLC, which consist of Capital
Units and Profit Units (each as defined in the LLC Agreement and, together
the "Units"), as of December 31, 1999 by (i) each person who, to the
knowledge of AMM Holdings, beneficially owns more than 5% of each of the
outstanding Capital Units and the outstanding Profit Units; (ii) the
directors of Holdings; (iii) certain executive officers of AMM Holdings; and
(iv) all directors and executive officers of AMM Holdings as a group. None of
the Capital Units and the Profit Units are presently listed or traded on any
securities exchange or securities market. The principal business address of
AMM Holdings, LLC is c/o Galt Industries, Inc., 767 Fifth Avenue, Suite 506,
New York, New York 10153, and its telephone number is (212) 758-0770.
<TABLE>
<CAPTION>
Number of Capital Percentage of Percentage of
Units Outstanding Capital Number of Profit Outstanding Profit
Beneficially Units Beneficially Units Beneficially Units Beneficially
Name of Beneficial Owner Owned Owned Owned Owned
------------------------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
George T. Votis(1)(2)......... 475 4.7% 1,075 10.8%
MPI(2)(3)..................... 7,564 75.6 6,934 69.3
Charles B. Schiele............ 2 0.02 250 2.5
T. Michael Bauer.............. 0 0 0 0
Phyllis C. Best............... 0 0 0 0
Montero, Inc.(2).............. 1,355 13.5 531 5.3
Director and Officers of the
Company
as a group (10 persons)..... 479 4.7 1,325 13.3
</TABLE>
- -----------
(1) Subject to the provisions of Section 15 of the LLC Agreement of AMM
Holdings (the "LLC Agreement") ("Section 15") (discussed below), under
Section 11 of the LLC Agreement, each Member (as defined in the LLC
Agreement of AMM Holdings) has agreed, at Mr. Votis' request, to transfer,
pursuant to a bona fide sale to a person or entity, other than Mr. Votis
or an Affiliate (as defined in the LLC Agreement) or member of the
immediate family of Mr. Votis, the same proportion of its holdings of each
class, series or type of interests in AMM Holdings, LLC as Mr. Votis
transfers of his holdings of each class, series or type of interests in
AMM Holdings, LLC in such transaction. Subject to the provisions of
Section 15, under Section 10 of the LLC Agreement, if Mr. Votis determines
to transfer, all or a portion of his interests in AMM Holdings, LLC, other
than, among other things, a transfer after which Mr. Votis will continue
to hold beneficially a majority of the outstanding Units, each Member has
the right to include in such transfer the same proportion of its holdings
of each class, series or type of interests in AMM Holdings, LLC as Mr.
Votis transfers of his holdings of each class, series or type of interests
in AMM Holdings, LLC in such transaction. Section 15 provides that, except
as provided in, inter alia, Sections 10 and 11 of the LLC Agreement, other
than Permitted Transfers (as defined in the LLC Agreement), no Member may
sell, assign, give, pledge, hypothecate, encumber or otherwise transfer,
including, without limitation, any assignment or transfer by operation of
law or by order of court, such Member's interest in AMM Holdings, LLC or
any part thereof, or in all or any part of the assets of AMM Holdings,
LLC, without the consent of the Manager (currently Mr. Votis), which
consent may be given or withheld in the Manager's sole discretion, and any
purported assignment without such consent shall be null and void and of no
effect whatsoever. As a result of the foregoing provisions of the LLC
Agreement, Mr. Votis may be deemed to beneficially own the Units owned by
the other Members. However, Mr. Votis disclaims beneficial ownership of
such Units, other than the Units owned by MPI.
(2) c/o Galt Industries, Inc. 767 Fifth Avenue, Suite 506, New York, New York
10153
(3) George T. Votis owns all the outstanding capital stock of MPI and,
therefore, beneficially owns all the Capital Units and Profit Units owned
by MPI.
46
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
At December 31, 1999, Moll had a note receivable of $390,000 from a
majority stockholder of AMM Holdings, LLC. The note is payable in three
equal annual installments beginning February 1, 2000 and bears interest at 9%.
Moll paid management fees to certain related companies which are limited
in amount under Moll's debt agreements. Management fee expense was
approximately $1,397,000, $1,397,000 and $200,000 for 1997, 1998 and 1999,
respectively.
The Company leased land and buildings in Germany from a majority
stockholder of AMM Holdings LLC. The lease, following a one-year automatic
extension, expires on August 7, 1999 and contains two additional automatic
one year extensions. The Company recognized rent expense of $433,000 and
$415,000 in 1998 and 1999, respectively. The unpaid portion of the rent,
$621,000, is included in accrued liabilities. Additionally, in conjunction
with the sale of the German division, the Company agreed to pay the rent on
behalf of the purchaser of the division for the next two years. This
liability of $1,100,000 is also reflected in liabilities.
Immediately prior to the Merger, Moll distributed its 69% Class B limited
partnership interest in Reliance to certain of Moll's limited partners.
AMM Holdings used the proceeds of the Senior Discount Note Offering to
fund (i) the distribution to AMM Holdings' stockholders of approximately $33
million, of which $2 million was retained by AMM Holdings' stockholders and
the remainder was used (a) to repay approximately $15.6 million of
indebtedness held by Textek LLC, an affiliate of Holdings controlled by Mr.
Votis, and (b) purchase the equity interests of a former Moll partner for
$15.4 million, and (ii) the equity contribution to the Company of
approximately $2 million.
In connection with the acquisition by Mr. Votis of Anchor, Mr. Geoffrey A.
de Rohan was granted a discretionary bonus of $400,000 by the Company in April
1998, $150,000 of which was paid to Mr. de Rohan in April 1998 and the remainder
of which is expected to be paid over 12 months starting April 1998.
47
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
(1) Report of Independent Public Accountants.
(2) Consolidated Balance Sheets for fiscal years ended
December 31, 1998 and 1999.
(3) Consolidated Statements of Operations for fiscal years
ended December 31, 1997, 1998 and 1999.
(4) Consolidated Statements of Comprehensive Income for the
fiscal years ended December 31, 1997, 1998 and 1999.
(5) Consolidated Statements of Equity for fiscal years ended
December 31, 1997, 1998 and 1999.
(6) Consolidated Statements of Cash Flows for fiscal years
ended December 31, 1997, 1998 and 1999.
(7) Notes to Consolidated Financial Statements.
(a) 2. Financial Statement Schedules
All schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.
(a) 3. Listing of Exhibits
The exhibit numbers in the following list correspond to the numbers
assigned to such exhibit in the Exhibit Table of Item 601 of Regulation S-K. The
Company will furnish to any stockholder, upon written request, any exhibit
listed below upon payment by such stockholder to the Company of the Company's
reasonable expense in furnishing such exhibit.
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Restated Certificate of Incorporation of Moll Industries, Inc. (formerly
known as Anchor Advanced Products, Inc.)*
3.2 By-Laws of Moll Industries, Inc.*
3.3 Restated Certificate of Incorporation of Anchor Holdings, Inc.*
3.4 Bylaws of Anchor Holdings, Inc.*
4.1 Indenture dated as of June 26, 1998 by and between Moll Industries, Inc.
and State Street Bank and Trust Company, as trustee*
4.2 Form of 10 1/2% Senior Subordinated Note due 2008 (included in Exhibit
4.1)*
4.4 Amended and Restated Credit Agreement dated as of June 26, 1998 by and
among Moll Industries, Inc., the guarantors from time party thereto, the
lenders from time to time party thereto and NationsBank, N.A., as agent*
4.5 Pledge Agreement dated as of June 26, 1998 by and among NationsBank, N.A.,
Moll Plastics, LLC and Moll Industries, LLC (English translation)*
4.6 Registration Rights Agreement dated as June 26, 1998 by and among Moll
Industries, Inc. Donaldson, Lufkin & Jenrette Securities Corporation and
NationsBanc Montgomery Securities LLC*
48
<PAGE>
Exhibit Number Description of Document
- -------------- -----------------------
4.7 Indenture dated as of April 2, 1997 by and among between Anchor Advanced
Products, Inc., Anchor Holdings, Inc. and Fleet National Bank, as trustee*
4.8 First Supplemental Indenture dated as of March 18, 1998 by and among
Anchor Advanced Products, Inc., Anchor Holdings, Inc. and State Street
Bank and Trust Company (as successor to Fleet National Bank), as trustee*
4.9 Note Guarantee dated as of June 26, 1998*
4.10 Substitute Note Guarantee dated as of June 26, 1998 of Moll Industries,
LLC and Moll Plastics, LLC*
4.11 Substitute Note Guarantee dated as of June 26, 1998 of Moll PlastiCrafters
GmbH, Hanning-Kunststoffe Beteilingungs-GmbH, Hanning-Kunststoffe GmbH &
Co., "PB" Hanning GmbH, and PB Hanning GmbH & Co. Handelsgesellschaft*
4.12 Substitute Note Guarantee dated as of June 26, 1998 of Moll Industries UK,
Limited*
4.13 Substitute Note Guarantee dated as of June 26, 1998 of Moll S.P.R.L.*
4.14 Substitute Note Guarantee dated as of June 26, 1998 of Moll Plastics SARL,
2BI SARL, Somoplast SARL, Semip SARL, Somomeca Industries SARL, Serim
SARL, Staphane SARL, SAPI SARL and Somoplast Lorraine SARL*
4.15 Security Agreement dated as of June 26, 1998 by and among Moll Industries,
Inc., the subsidiary guarantors from time party thereto, Moll Industries,
LLC, Moll Plastics LLC and NationsBank, N.A., as agent for the lenders
from time to time party thereto*
10.1 Purchase Agreement dated as June 26, 1998 by and among Moll Industries,
Inc. Donaldson, Lufkin & Jenrette Securities Corporation and NationsBanc
Montgomery Securities LLC*
10.2 Stock Purchase Agreement dated as of June 4, 1998 by and among Anchor
Advanced Products, Inc., and the Selling Stockholders of Gemini Plastic
Services, Inc.*
10.3 Purchase and Sale Agreement dated as of June 4, 1998 by and among Anchor
Advanced Products, Inc., and the Robert S. Hayberg and Linda Hayberg*
10.4 Stock Purchase Agreement dated as of March 19, 1998 by and among Anchor
Acquisition Co., Anchor Holdings, Inc. and the Selling Stockholders of
Anchor Holdings, Inc. together with Exhibits and Schedules*
10.5 Form of Employment Agreement*
10.6 Form of Supplemental Executive Retirement Benefit Agreement and Side
Letter*
10.7 Letter Agreement dated March 19, 1998 between Thomas H. Lee Company and
Anchor Acquisition Co.*
10.8 Employment and Consulting Agreement dated as of June 9, 1998 by and among
George T. Votis, Richard P. Fackler, Anchor Advanced Products, Inc. and
Moll PlastiCrafters Limited Partnerships*
10.9 Combined Share and Asset Purchase Agreement dated August 7, 1997 (the
"Combined Purchase Agreement"), by and among the Sellers and Buyers named
therein.*
10.10 Amendment to the Combined Purchase Agreement dated September 23, 1997.*
10.11 Stock Purchase Agreement dated October 28, 1997 by and among Roland
Staphane and Angele Staphane and Moll Plastics SARL.*
49
<PAGE>
Exhibit Number Description of Document
- -------------- -----------------------
10.12 Transfer and Sale Agreement dated December 8, 1999 by and among Moll
Industries, Inc, and Cantina Aktiengesellschaft.*
12.1 Computation of Ratio of Earnings to Fixed Charges, Ratio of Earnings to
Cash Interest Expense and Ratio of Net Debt to EBITDA
16.1 Letter of PricewaterhouseCoopers LLP dated August 3, 1998*
21.1 List of Subsidiaries of Anchor Holdings, Inc.
27.1 Financial Data Schedule
- --------------------------------
* Previously filed.
(b) Reports on Form 8-K
None.
50
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMM HOLDINGS, INC.
Date: April 14, 2000 By: /s/ George T. Votis
-------------------
George T. Votis, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
================================================================================
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ George T. Votis Chairman, Chief Executive Officer
- ------------------------------------- and Director (Principal Executive April 14, 2000
George T. Votis Officer)
/s/ Charles B. Schiele President and Director
- ------------------------------------- April 14, 2000
Charles B. Schiele
/s/ James T. Sprouse Controller (Principal
- ------------------------------------- Accounting Officer) April 14, 2000
James T. Sprouse
</TABLE>
================================================================================
51
<PAGE>
Exhibit 12.1
------------
AMM Holdings, Inc.
Ratio of Earnings to Fixed Charges, Ratio of Earnings to
Cash Interest Expense and Ratio of Net Debt to EBITDA
<TABLE>
<S> <C>
Fixed Charge Calculation
Income before taxes and extraordinary item (37,047)
Fixed charges 37,607
-------
560
Fixed charges 37,607
-------
0.0
=======
Fixed charges:
Interest 35,747
Rent (1/3 of annual expense) 1,860
-------
37,607
=======
Ratio of Earnings to Cash Interest Expense
Earnings 560
Cash Interest Expense 28,634
-------
0.0
=======
Net Debt to EBITDA
Debt 295,815
EBITDA 23,423
-------
12.63
=======
</TABLE>
<PAGE>
Exhibit 21.1
------------
Subsidiaries of AMM Holdings, Inc.
<TABLE>
<CAPTION>
Jurisdiction in which Entity Formed Name
----------------------------------- ----
<S> <C>
Delaware Anchor Holdings, Inc.
- -----------------------------------------------------------------------------------------------
Delaware Moll Industries, Inc.
- -----------------------------------------------------------------------------------------------
Delaware Moll Industries, LLC
- -----------------------------------------------------------------------------------------------
Delaware Moll Plastics, LLC
- -----------------------------------------------------------------------------------------------
France Moll France SARL
- -----------------------------------------------------------------------------------------------
France Moll Cassey SARL
- -----------------------------------------------------------------------------------------------
France Moll Villers SARL
- -----------------------------------------------------------------------------------------------
France Moll Blanzy SARL
- -----------------------------------------------------------------------------------------------
France Moll Bonneval SARL
- -----------------------------------------------------------------------------------------------
France Moll Rouvaray SARL
- -----------------------------------------------------------------------------------------------
France Moll Saintrit SARL
- -----------------------------------------------------------------------------------------------
France Moll Chalon SARL
- -----------------------------------------------------------------------------------------------
France SCI Bonnevalaise
- -----------------------------------------------------------------------------------------------
France IAC SARL
- -----------------------------------------------------------------------------------------------
France SCI Terreau Brenot
- -----------------------------------------------------------------------------------------------
Belgium Moll SPRL
- -----------------------------------------------------------------------------------------------
France Staphane SARL
- -----------------------------------------------------------------------------------------------
Canada Percept Industrial Designs, Inc.
- -----------------------------------------------------------------------------------------------
United Kingdom Moll Industries U.K., Limited
- -----------------------------------------------------------------------------------------------
United Kingdom Moll Industries, Limited
- -----------------------------------------------------------------------------------------------
Mexico Cepillos De Matamaros S.A. de C.V.
- -----------------------------------------------------------------------------------------------
Barbados Anchor Advanced Products Foreign Sales
Corporation
- -----------------------------------------------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,350
<SECURITIES> 0
<RECEIVABLES> 67,406
<ALLOWANCES> (2,194)
<INVENTORY> 35,452
<CURRENT-ASSETS> 117,348
<PP&E> 162,068
<DEPRECIATION> (39,281)
<TOTAL-ASSETS> 299,166
<CURRENT-LIABILITIES> 91,942
<BONDS> 272,992
0
0
<COMMON> 0
<OTHER-SE> (94,102)
<TOTAL-LIABILITY-AND-EQUITY> 299,166
<SALES> 398,027
<TOTAL-REVENUES> 0
<CGS> 355,420
<TOTAL-COSTS> 400,897
<OTHER-EXPENSES> (1,570)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,747
<INCOME-PRETAX> (37,047)
<INCOME-TAX> 683
<INCOME-CONTINUING> (37,730)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37,730)
<EPS-BASIC> (37,730)
<EPS-DILUTED> (37,730)
</TABLE>
