<PAGE> 1
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the quarterly period ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the transition period from _________ to
_________
-----------------------------
Commission file number 1-15163
AMERICAN NATIONAL CAN GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-4287015
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8770 W. Bryn Mawr Avenue, Chicago, Illinois 60631
(Address of principal executive offices)
Registrant's telephone number, including area code: (773) 399-3000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] - No [ X ]
The number of shares outstanding of the registrant's common stock as of
August 20, 1999 was 55,000,000
===============================================================================
<PAGE> 2
AMERICAN NATIONAL CAN GROUP, INC.
INDEX
PART I: FINANCIAL INFORMATION Page
----
Item 1. Combined Financial Statements
Combined Statements of Income (unaudited) for the six months ended
June 30, 1999 and 1998 and the three months ended June 30, 1999
and 1998........................................................ 3
Pro Forma Combined Balance Sheet (unaudited) at June 30, 1999 and
Combined Balance Sheets at June 30, 1999 (unaudited) and at
December 31, 1998................................................ 4
Condensed Combined Statements of Cash Flows (unaudited) for the six
months ended June 30, 1999 and 1998 ............................. 5
Combined Statement of Changes in Owner's Equity for the six months
ended June 30, 1999 (unaudited).................................. 6
Notes to Combined Financial Statements (unaudited)............... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................... 12
Signature ................................................................ 17
<PAGE> 3
American National Can Group, Inc.
Combined Statements of Income
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales .................................... $ 657,124 $ 712,171 $ 1,187,766 $ 1,254,729
Cost of goods sold (excluding depreciation) .. 515,272 566,476 947,540 1,013,935
Selling, general and administrative expense .. 30,551 40,580 61,758 72,160
Research and development expense ............. 3,170 4,405 6,733 8,057
Depreciation and amortization ................ 19,515 19,187 40,501 39,514
Goodwill amortization ........................ 10,199 10,259 20,400 20,517
Restructuring charge (credit) and writedown of
property and equipment ................... (1,132) (4,818) (1,132) (4,664)
----------- ----------- ----------- -----------
OPERATING INCOME FROM CONTINUING OPERATIONS 79,549 76,082 111,966 105,210
Interest expense ............................. 16,616 16,296 31,934 35,622
Interest income and other financial income
(expense), net ........................... 2,401 3,402 10,557 5,172
----------- ----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES, EQUITY EARNINGS, MINORITY
INTEREST AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE......................... 65,334 63,188 90,589 74,760
Income tax expense ........................... 27,871 26,008 38,645 30,770
----------- ----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS BEFORE
EQUITY EARNINGS, MINORITY INTEREST AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ... 37,463 37,180 51,944 43,990
Equity in net earnings (loss) of affiliates .. 1,526 468 3,502 (797)
Minority interest ............................ (1,031) (1,761) (1,501) (2,341)
----------- ----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ... 37,958 35,887 53,945 40,852
Income (loss) from discontinued operations,
net of tax expense of $2,071, $4,297,
$3,380 and $7,529 ........................ 1,737 777 2,835 (124)
Cumulative effect of accounting change, net
of tax benefit of $1,381 ................. -- -- -- (2,566)
----------- ----------- ----------- -----------
NET INCOME ................................... $ 39,695 $ 36,664 $ 56,780 $ 38,162
=========== =========== =========== ===========
EARNINGS PER SHARE
Income from continuing operations before
cumulative effect of accounting change ... $ 0.69 $ 0.65 $ 0.98 $ 0.74
Income (loss) from discontinued operations ... 0.03 0.02 0.05 0.00
Cumulative effect of accounting change -- -- -- (0.05)
----------- ----------- ----------- -----------
NET INCOME ................................... $ 0.72 $ 0.67 $ 1.03 $ 0.69
=========== =========== =========== ===========
Weighted average shares outstanding (in
thousands) ................................... 55,000 55,000 55,000 55,000
=========== =========== =========== ===========
</TABLE>
See notes to the Combined Financial Statements.
3
<PAGE> 4
American National Can Group, Inc.
Combined Balance Sheets
(In thousands of U.S. dollars)
<TABLE>
<CAPTION>
JUNE 30, 1999
PRO FORMA JUNE 30, 1999 DECEMBER 31, 1998
------------- ------------- -----------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS:
CURRENT ASSETS
Cash and cash equivalents...................... $ 204,034 $ 256,052 $ 170,549
Accounts receivable............................ 198,569 198,569 138,312
Other receivables and prepaid expenses......... 26,810 26,810 42,232
Inventories.................................... 208,075 208,075 236,340
Net current assets of discontinued operations.. - 63,708 46,454
Deferred income taxes.......................... 101,892 101,892 109,713
---------- ---------- ----------
TOTAL CURRENT ASSETS........................... 739,380 855,106 743,600
Property, plant and equipment, net............. 799,546 799,546 836,064
Goodwill, net.................................. 1,203,796 1,203,796 1,224,348
Investments in equity affiliates............... 111,692 111,692 112,541
Pension asset.................................. 229,704 229,704 212,531
Net noncurrent assets of discontinued operations - 515,928 536,397
Deferred income taxes.......................... 168,196 192,543 193,168
Other long-term assets......................... 95,328 86,328 68,568
---------- ---------- ----------
TOTAL ASSETS................................... $3,347,642 $3,994,643 $3,927,217
========== ========== ==========
LIABILITIES AND OWNER'S EQUITY:
CURRENT LIABILITIES
Accounts payable-- trade....................... $ 260,496 $ 260,496 $ 241,215
Other payables and accrued liabilities......... 326,115 326,115 342,509
Current portion of long-term debt.............. 1,095 5,679 6,704
Short-term financing:
External................................... 469,080 69,080 20,258
Related party.............................. - 767,397 659,783
---------- ---------- ----------
TOTAL CURRENT LIABILITIES...................... 1,056,786 1,428,767 1,270,469
Deferred income taxes.......................... 54,164 54,164 59,900
Postretirement benefit obligations............. 306,266 306,266 309,004
Other long-term liabilities.................... 149,480 149,480 169,828
Long-term debt:
External................................... 653,719 200,565 259,921
Related party.............................. - 280,931 291,277
---------- ---------- -----------
TOTAL LIABILITIES.............................. 2,220,415 2,420,173 2,360,399
---------- ---------- -----------
Minority interests............................. 25,255 25,255 28,530
Commitments and contingencies..................
Owner's equity................................. 1,185,957 1,639,347 1,603,367
Accumulated other comprehensive loss........... (83,985) (90,132) (65,079)
---------- ---------- ----------
TOTAL EQUITY................................... 1,101,972 1,549,215 1,538,288
---------- ---------- ----------
TOTAL LIABILITIES AND EQUITY................... $3,347,642 $3,994,643 $3,927,217
========== ========== ==========
</TABLE>
See notes to the Combined Financial Statements.
4
<PAGE> 5
American National Can Group, Inc.
Condensed Combined Statements of Cash Flows
(In thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations before cumulative effect of
accounting change.................................................. $ 53,945 $ 40,852
Minority interests................................................... 1,501 2,341
Equity in net (earnings) loss of affiliates.......................... (3,502) 797
Depreciation and amortization........................................ 60,901 60,031
Restructuring charge (credit) and write down of property, plant
and equipment...................................................... (1,132) (4,664)
Provision for deferred income taxes.................................. 16,006 16,143
Other non-cash (income) expense, net................................. (17,126) (14,843)
Changes in assets and liabilities exclusive of effects from
divestitures and translation adjustments........................... (65,010) (58,854)
--------- ---------
Net cash provided by operating activities of continuing operations...... 45,583 41,803
Net cash provided by operating activities of discontinued operations.... 28,054 27,294
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES............................... 73,637 69,097
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment........................... (27,902) (25,962)
Proceeds from sale of joint venture ................................. 9,000 -
Proceeds from sales of property, plant and equipment................. 1,660 3,388
--------- -------
Net cash used in investing activities of continuing operations.......... (17,242) (22,574)
Net cash used in investing activities of discontinued operations........ (60,749) (48,124)
--------- -------
NET CASH USED IN INVESTING ACTIVITIES................................... (77,991) (70,698)
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt.......................................... - 41,575
Payments on long-term debt........................................... (67,521) (589,683)
Net increase in short-term financing................................. 158,501 106,826
Proceeds from issuance of stock by subsidiary companies to Pechiney.. - 883,100
Capital contributions from Pechiney.................................. 282 -
Dividends paid:
To parent company................................................ (21,082) (419,721)
To minority interests in subsidiaries............................ (4,775) (3,513)
---------- --------
Net cash provided by financing activities of continuing operations ..... 65,405 18,584
Net cash provided by (used in) financing activities of discontinued
operations .......................................................... 37,118 (2,099)
---------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES............................... 102,523 16,485
NET EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH ..................... (12,588) -
---------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS............................... 85,581 14,884
Change in cash and cash equivalents of discontinued operations.......... (78) (2,909)
---------- --------
Net increase in cash and cash equivalents of continuing operations...... 85,503 11,975
Cash and cash equivalents at beginning of period ....................... 170,549 105,835
---------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIO............................... $ 256,052 $117,810
========== ========
</TABLE>
See notes to the Combined Financial Statements.
5
<PAGE> 6
American National Can Group, Inc.
Combined Statement of Changes in Owner's Equity
(In thousands of U.S. dollars)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
OWNER'S COMPREHENSIVE COMPREHENSIVE
EQUITY INCOME INCOME TOTAL
----------- --------------- ------------- -----------
<S> <C> <C> <C> <C>
Balance at December 31, 1998...................... $ 1,603,367 $ (65,079) $ 1,538,288
Net income........................................ 56,780 $ 56,780 56,780
Changes in accumulated other comprehensive income:
Foreign currency translation adjustment,
net of tax of ($14,550)................... (33,060) (33,060) (33,060)
Minimum pension liability adjustment,
net of tax of $5,232...................... 8,007 8,007 8,007
-------------
Comprehensive income.............................. $ 31,727
=============
Dividends paid to Pechiney........................ (21,082) (21,082)
Capital contribution from Pechiney................ 282 282
----------- ------------ -----------
Balance at June 30, 1999 (unaudited).............. $ 1,639,347 $ (90,132) $ 1,549,215
=========== ============ ===========
</TABLE>
Accumulated other comprehensive income items comprise cumulative translation
adjustments of $47,455 and $80,515 and minimum pension liability adjustments of
$17,624 and $9,617 at December 31, 1998, and June 30, 1999, respectively. Such
amounts are net of tax aggregating $24,387 and $33,705 at those dates,
respectively. The net amounts for minimum pension liability adjustments referred
to above include $4,265 and $3,953 applicable to the discontinued plastics
business.
See notes to the Combined Financial Statements.
6
<PAGE> 7
American National Can Group, Inc.
Notes to Combined Financial Statements
(In thousands of U.S. dollars)
(Unaudited)
NOTE 1: REPORTING STRUCTURE
American National Can Group, Inc. (the "Company" or "ANC") consists of the
former worldwide beverage can business of Pechiney. The Company was formed
through a series of transactions (the "Reorganization") completed immediately
prior to the initial public offering (the "Offering" or the "IPO") by Pechiney
of a 54.5% ownership interest in the Company. Operations of the Company prior to
the Reorganization were conducted by (a) Pechiney North America, Inc. ("PNA") (a
wholly owned subsidiary of Pechiney), through its 90% owned subsidiary (Pechiney
owns directly the remaining 10%), American National Can Company ("ANCC") and
ANCC's various European (in which Pechiney held a minority interest) and Asian
subsidiaries, and (b) Pechiney through its subsidiaries in Turkey (65% owned),
France (100% owned) and Brazil (100% owned) and joint ventures in Mexico and
Korea. ANCC also owned and operated a plastics packaging business.
The Reorganization consisted of:
The payment of dividends aggregating $100,242 to Pechiney by certain of
Pechiney's European beverage can subsidiaries prior to completion of
the Offering.
Transfer by Pechiney of (a) PNA, (b) its minority interests in the ANCC
European subsidiaries and (c) its subsidiaries in Turkey, France and
Brazil and investment in joint ventures to the Company.
Transfer by ANCC of its plastics business along with approximately
$260,000 of related party debt to Pechiney Plastic Packaging, Inc.
("PPPI") and transfer of the stock of PPPI to Pechiney in exchange for
Pechiney's 10% interest in ANCC.
Accordingly, the accompanying combined financial statements include the
accounts of PNA, ANCC and the entities transferred by Pechiney for the periods
presented. The former plastics operations of ANCC have been presented as
discontinued operations in the accompanying combined financial statements. As a
consequence, in the combined balance sheets at December 31, 1998 and June 30,
1999, the amounts of the net current and net non-current assets and liabilities
of the plastics operations have been aggregated and presented as single-line
items. In the combined statements of income and of cash flows for all periods
presented, the operating results and cash flows of the plastics business have
been presented separately as single-line items. Net sales for the plastics
business was $218,103 and $210,026 for the second quarters ended June 30, 1999
and 1998, respectively, and $427,979 and $415,629 for the six month periods
ended June 30, 1999 and 1998, respectively.
In the opinion of management, the accompanying unaudited condensed combined
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of June 30, 1999 and the results of its
operations for the three month and six month periods ended June 30, 1999 and
1998 and cash flows for the six months ended June 30, 1999 and 1998. All
adjustments reflected in the accompanying unaudited condensed combined financial
statements are of a normal recurring nature. Results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted. The unaudited condensed combined
financial statements should be read in conjunction with the combined financial
statements and the related notes included in the Company's Form S-1 Registration
Statement as amended as of August 2, 1999.
On August 2, 1999, Pechiney completed the IPO. Earnings per share have been
calculated by dividing net income by average shares outstanding after the
Offering of 55,000,000. Diluted earnings per share have not been presented in
the combined financial statements as ANC does not have dilutive potential common
shares outstanding.
7
<PAGE> 8
NOTE 2: PRO FORMA BALANCE SHEET
The unaudited pro forma combined balance sheet as of June 30, 1999 has been
prepared from the combined financial statements. This information reflects
adjustments for the following transactions:
- the reorganization of ANC
- the agreement by PPPI to reimburse the Company on an after-tax basis
for any payments made with respect to the Viskase proceedings, together
with Pechiney's guarantee of this obligation
- the payment of dividends totaling $100,242 to Pechiney by a number of
its beverage can subsidiaries prior to this Offering
- the transfer to PPPI of $260,000 of short-term and long-term debt owed
to Pechiney
- a new third party credit facility providing for borrowings of up to
$1,300,000
- the prepayment of existing privately placed notes in the amount of
$228,000
- the repayment of $792,912 of short-term and long-term debt owed to
Pechiney and subsequent borrowing of third-party debt
- the use of net operating loss carryforwards related to the taxable gain
on the sale to another Pechiney subsidiary of plastic packaging
technology with a value of $64,500, using an effective tax rate of
39.6%.
For purposes of the pro forma combined balance sheet, these transactions
are assumed to have occurred on June 30, 1999. Management believes that the
assumptions used to prepare the pro forma combined balance sheet are reasonable
under the circumstances. The pro forma combined balance sheet does not
necessarily reflect what our financial position would have been if the
transactions had been completed as of the date indicated, nor does it give
effect to any events other than those transactions. The pro forma combined
balance sheet may not be indicative of our future operating results or financial
position.
The pro forma combined balance sheet should be read in conjunction with the
combined financial statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
NOTE 3: COMPREHENSIVE INCOME
Comprehensive income for the three months ended June 30, 1999 and 1998
and the six months ended June 30, 1999 and 1998 consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- -------------------------
1999 1998 1999 1998
--------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Net income $ 39,695 $ 36,664 $ 56,780 $ 38,162
Other comprehensive income:
Foreign currency translation adjustment (13,692) 4,625 (47,610) (76)
Foreign currency translation adjustment
tax effect 5,807 391 14,550 391
--------- ----------- ----------- ---------
Foreign currency translation, net of tax (7,885) 5,016 (33,060) 315
--------- ----------- ----------- ---------
Minimum pension liability adjustment 13,239 2,632 13,239 2,632
Minimum pension liability adjustment
tax effect (5,232) (1,040) (5,232) (1,040)
--------- ----------- ----------- ---------
Minimum pension liability, net of tax 8,007 1,592 8,007 1,592
--------- ----------- ----------- ---------
Comprehensive income $ 39,817 $ 43,272 $ 31,727 $ 40,069
========= =========== =========== =========
</TABLE>
8
<PAGE> 9
NOTE 4: INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
<S> <C> <C>
Raw materials......... $ 46,520 $ 36,244
Spare parts........... 39,476 40,065
Work-in-process....... 1,404 1,974
Finished goods........ 120,675 158,057
-------------- --------------
$ 208,075 $ 236,340
============== ==============
</TABLE>
NOTE 5: RESTRUCTURING
The activity in the restructuring reserve for continuing operations for the
three months ended March 31, 1999 and June 30, 1999 was as follows:
<TABLE>
<CAPTION>
EMPLOYEE EQUIPMENT
TERMINATION DISMANTLE
AND LEASE ENVIRONMENTAL AND OTHER NON-CASH
SEVERANCE TERMINATION TESTING AND FACILITY DISPOSAL EXIT ASSET
PROGRAMS COST REMEDIATION COSTS COSTS COSTS WRITEDOWNS TOTAL
------------ ----------- ------------- -------- --------- ----- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 35,437 $ 13,349 $ 5,200 $ 16,864 $ 2,140 $ 1,209 $ - $ 74,199
Cash payments (4,649) - - (500) - - - (5,149)
Non-cash utilized (29) - - - - - - (29)
---------- ------- ---------- -------- --------- ------- --------- ---------
Balance at March 31, 1999 30,759 13,349 5,200 16,364 2,140 1,209 - 69,021
Charge to income 2,710 - - 1,216 - - 280 4,206
Credit to income (635) (1,008) - (3,106) (174) - (415) (5,338)
---------- ---------- ---------- --------- ---------- ------- ----------- ----------
Net charge (credit) 2,075 (1,008) - (1,890) (174) - (135) (1,132)
---------- --------- ---------- -------- ---------- ------- ----------- ----------
Cash payments (4,660) - - (429) (1) - - (5,090)
Non-cash utilized 32 - (5,200) - - - 135 (5,033)
---------- --------- ---------- -------- --------- ------- ---------- ----------
Balance at June 30, 1999 $ 28,206 $ 12,341 $ - $ 14,045 $ 1,965 $ 1,209 $ - $ 57,766
========== ========= ========== ======== ========= ======= ========== =========
</TABLE>
The non-cash activity in environmental testing and remediation reflects the
balance sheet reclassification between this restructuring reserve and the
Company's environmental reserve included in other long-term liabilities.
ANC has segregated the restructuring activities into three separate
programs: (1) the pre-1996 program, (2) the 1996-1997 program and (3) the
1998 program.
A summary of the activity in the reserve relating to the pre-1996 program is
as follows:
<TABLE>
<CAPTION>
EMPLOYEE EQUIPMENT
TERMINATION DISMANTLE
AND ENVIRONMENTAL AND NON-CASH
SEVERANCE TESTING AND FACILITY DISPOSAL OTHER EXIT ASSET
PROGRAMS REMEDIATION COSTS COSTS COSTS WRITEDOWN TOTAL
---------- ------------- -------- --------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 53 $ 2,000 $ 1,979 $ 174 $ 1,209 $ - $ 5,415
Cash payments - - (139) - - - (139)
---------- ---------- -------- ---------- -------- --------- ---------
Balance at March 31, 1999 53 2,000 1,840 174 1,209 - 5,276
Charge to income - - 200 - - - 200
Credit to income (56) - (495) (174) - (415) (1,140)
---------- ---------- -------- ---------- -------- --------- ---------
Net charge (credit) (56) - (295) (174) - (415) (940)
---------- ---------- -------- ---------- -------- --------- ---------
Cash payments - - (120) - - - (120)
Non-cash utilized - (2,000) - - - 415 (1,585)
---------- ---------- -------- ---------- -------- --------- ---------
Balance at June 30, 1999 $ (3) $ - $ 1,425 $ - $ 1,209 $ - $ 2,631
=========== ========== ======== ========== ======== ========= =========
</TABLE>
The charge for facility costs was based on a revised estimate of the costs
to maintain the Danbury, CT facility that was closed in 1994. Facility costs
will be incurred until the expected sale in 2000.
9
<PAGE> 10
The credit to income includes $415 of proceeds on the sale of the
Zanesville, OH facility and a reduction in our expected costs at three other
locations previously closed.
A summary of the activity in the reserve relating to the 1996-1997 program
is as follows:
<TABLE>
<CAPTION>
EMPLOYEE EQUIPMENT
TERMINATION DISMANTLE
AND LEASE ENVIRONMENTAL AND NON-CASH
SEVERANCE TERMINATION TESTING AND FACILITY DISPOSAL ASSET
PROGRAMS COST REMEDIATION COSTS COSTS WRITEDOWNS TOTAL
------------ ----------- ------------- -------- --------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 13,579 $ 7,743 $ 3,000 $ 11,701 $ 1,001 $ - $ 37,024
Cash payments (1,860) - - (361) - - (2,221)
Non-cash utilized (29) - - - - - (29)
---------- --------- ---------- -------- ---------- ---------- ---------
Balance at March 31, 1999 11,690 7,743 3,000 11,340 1,001 - 34,774
Charge to income 28 - - 1,016 - - 1,044
Credit to income (579) (1,008) - (2,611) - - (4,198)
---------- --------- ---------- -------- ---------- ---------- ---------
Net charge (credit) (551) (1,008) - (1,595) - - (3,154)
---------- --------- ---------- -------- ---------- ---------- ---------
Cash payments (1,165) - - (309) (1) - (1,475)
Non-cash utilized 32 - (3,000) - - - (2,968)
---------- --------- ----------- -------- ---------- ---------- ---------
Balance at June 30, 1999 $ 10,006 $ 6,735 $ - $ 9,436 $ 1,000 $ - $ 27,177
========== ========= ========== ======== ========== ========== =========
</TABLE>
The credit to income for employee termination and severance programs
relates primarily to the excess employee benefit cost reserves of the
Jacksonville, FL plant that was closed in the fourth quarter of 1996. Employee
benefit costs include supplemental unemployment benefits that are paid for over
a period of approximately two years after plant shutdown.
The credit for lease termination costs related to leased equipment at a
shutdown plant that has been put back into service at other ANC plants.
The charge to income for facility costs relates primarily to a revised
estimate of future sublease income on space at the corporate headquarters
building that is not being used by ANC. The charge was calculated by comparing
the estimated future rental costs related to the space not occupied by ANC as of
June 30, 1999 less estimated future sublease rental income. The credit to income
for facility costs related to a plant planned to be shutdown where we determined
that our favorable lease position will enable us to generate proceeds to offset
future facility costs.
A summary of the activity in the reserve relating to the 1998 program is as
follows:
<TABLE>
<CAPTION>
EMPLOYEE EQUIPMENT
TERMINATION DISMANTLE
AND LEASE ENVIRONMENTAL AND NON-CASH
SEVERANCE TERMINATION TESTING AND FACILITY DISPOSAL ASSET
PROGRAMS COST REMEDIATION COSTS COSTS WRITEDOWNS TOTAL
----------- ----------- ------------- -------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 21,806 $ 5,606 $ 200 $ 3,184 $ 965 $ - $ 31,761
Cash payments (2,789) - - - - - (2,789)
--------- --------- ---------- ------- --------- --------- ---------
Balance at March 31, 1999 19,017 5,606 200 3,184 965 - 28,972
Charge to income 2,682 - - - - 280 2,962
Cash payments (3,495) - - - - - (3,495)
Non-cash utilized - - (200) - - (280) (480)
--------- --------- ---------- ------- --------- ---------- ---------
Balance at June 30, 1999 $ 18,204 $ 5,606 $ - $ 3,184 $ 965 $ - $ 27,959
========= ========= ---------- ======= ========= ========== =========
</TABLE>
The charge to income for employee termination and severance programs is for
severance costs for approximately 20 additional plant, sales and administrative
employees identified to be terminated during the quarter.
The charge to income for non-cash asset write-downs represents the loss on
the expected sale of the Bellwood, IL facility.
10
<PAGE> 11
NOTE 6: COMMITMENTS AND CONTINGENCIES
In 1993, Viskase Corporation ("Viskase") brought a patent infringement
lawsuit against ANCC alleging infringements related to patents held by Viskase,
a unit of Envirodyne Industries, Inc., for heat shrinkable meat bags utilized in
the plastics business. In November 1996, a federal court jury in Chicago,
Illinois awarded Viskase $102,385 in damages and found willful infringement.
Based on the facts and circumstances, ANCC recorded a charge to expense of
$103,768 in 1996 which represented the amount of the damages awarded as well as
certain out-of-pocket costs. This was recorded in discontinued operations in the
combined statement of income and in other payables and accrued liabilities of
the continuing business in the combined balance sheet. PPPI has agreed to
indemnify ANC on a net of tax basis for any payments ANC may be required to make
with respect to these proceedings. Pechiney has agreed to guarantee this
obligation of PPPI. Future adjustments, if any, of the Viskase litigation
reserve will be recorded as income (loss) from discontinued operations in the
Company's combined financial statements. Future indemnification payments, if
any, from PPPI related to the Viskase litigation will be recorded as a capital
contribution in the Company's combined financial statements.
In September 1997, the court granted ANCC's motion for a new trial on
liability as to part of the case and ordered a new trial on damages. In August
1998, the trial judge granted Viskase's motion for summary judgment on the
doctrine of equivalents. Viskase moved for the damage award to be reinstated,
and ANCC opposed that motion. On May 10, 1999, the court granted reinstatement
of the jury damage award in the Viskase litigation. On July 1, 1999, the court
entered a judgment in favor of Viskase in the amount of $164,926, which includes
the $102,385 damages award, $36,881 of prejudgment interest and $25,660 of
additional and enhanced damages. The Company intends to file a notice of appeal,
and believes it has strong arguments on appeal. In addition, ANCC has requested
the U.S. Patent and Trademark Office (known as the "PTO") to re-examine the
claims of two of the patents that Viskase alleged ANCC infringed. In March 1999,
a PTO Examiner issued an Office Action that re-examined and rejected claims of
one of the two patents, but the Office Action is not final. Concerning the
second patent, the PTO has also issued an Office Action rejecting the Viskase
claims, but the PTO recently granted Viskase's petition to change the
inventorship of the patent. Additional proceedings are ongoing. The Company
continues to believe its existing reserve relating to these proceedings is
adequate.
In addition to the above matter, the Company and its subsidiaries are
involved in various other legal and administrative proceedings which have arisen
in the ordinary course of business. While any litigation contains an element of
uncertainty, ANC believes that the outcome of such proceedings will not have a
material adverse effect on ANC's combined financial position, or cash flows. The
Viskase proceeding, if resolved in a manner different from the estimate, could
have a material adverse effect on the results of discontinued operations in a
future reporting period.
NOTE 7: SUBSEQUENT EVENTS
On July 28, 1999, the Company acquired the 35% minority interest in its
Turkish subsidiary for $53,000 in cash consideration. This acquisition will be
accounted for using the purchase method of accounting and 100% of the results of
operations of Turkey will be included in the combined financial statements of
ANC from the date of acquisition.
The Company has accepted $1,300,000 in aggregate financing commitments from
The First National Bank of Chicago, The Chase Manhattan Bank, ABN AMRO, N.V.,
Royal Bank of Canada and Banque Nationale de Paris, which was syndicated among
additional lenders.
The Company prepaid $228,000 of privately placed notes in July 1999. This
prepayment required payment of a make-whole premium amounting to $3,018. The
make-whole premium, net of tax, will be recorded as an extraordinary item in the
third quarter of 1999.
11
<PAGE> 12
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
This discussion and the information contained in the preceding notes to the
financial statements include forward-looking statements based on our current
expectations about future events. Our actual results could differ materially
from those anticipated in the forward-looking statements. The forward-looking
statements are affected by risks, uncertainties and assumptions about our
business, including, among other things:
- our customers' financial condition
- the number of cans we will supply and the locations of our customers
- our ability to control costs
- the terms upon which we will acquire aluminum and our ability to
reflect those terms in can sales
- our reliance on third-party vendors for various services
- our debt levels and our ability to obtain financing and service debt
- competitive pressures in the beverage can business
- the successful implementation of our strategy to create shareholder
value through superior profitability and cash generation
- prevailing interest rates and currency exchange rates
- the effect of any acquisitions, investments and divestitures on
our results of operations and financial condition
- legal proceedings and regulatory matters
- general economic conditions, particularly the strength of the
economies in which we have operations
- risks and costs associated with the transition to the year 2000.
We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed herein might not occur.
RESULTS OF OPERATIONS
Sales of beverage cans are highest during the summer months. Therefore,
sales for the second and third quarters of the year, which include the warmer
months in North America and Europe, are higher than in the first and fourth
quarters. In the past, significant changes in summer weather conditions have
caused variations in demand for beverage cans and therefore in our net sales.
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
Net sales decreased by 7.7% to $657 million in the second quarter of 1999,
compared with $712 million in the second quarter of 1998. This reduction was
driven primarily by the pass-through of lower metal prices to customers, by
volume decreases, particularly in the Americas, by price decreases in specific
markets, and by exchange rate movements. Total unit sales decreased by 4.4%
compared with the second quarter of 1998. In the United States, beer can sales
volumes declined compared with the second quarter of 1998. Sales volumes in
Brazil were significantly affected by the Brazilian economic situation, which
also led to some price decreases. In Turkey, selling prices declined quarter on
quarter, as pricing continued to move towards levels generally prevailing in
Europe. Changes in foreign currency exchange rates, predominately in Europe,
accounted for $9 million of the overall decrease in net sales.
Cost of goods sold of $515 million in the second quarter of 1999 declined
$51 million, or 9.0%, compared with cost of goods sold of $566 million for the
second quarter of 1998 due primarily to the metal cost decreases. Cost of goods
sold as a percentage of net sales also declined to 78.4% for the second quarter
of 1999 compared with 79.5% for the comparable period last year.
12
<PAGE> 13
Operating income from continuing operations increased by $4 million to $80
million in the second quarter of 1999, compared with $76 million in the second
quarter of 1998. The 1999 results include a $1 million recovery of previously
recorded restructuring expense, compared to a $5 million recovery in the second
quarter of 1998. Bad debt expense decreased to zero in the second quarter of
1999 from $9 million in the second quarter of 1998. Total depreciation and
amortization, including goodwill amortization, remained stable at $30 million in
both periods. Exchange rate changes adversely impacted operating income by $1
million compared with the second quarter of 1998.
Income from continuing operations before cumulative effect of accounting
changes increased to $38 million in the second quarter of 1999, compared with
$36 million in the second quarter of 1998. Interest expense increased slightly
to $17 million in the second quarter of 1999, compared with $16 million in the
second quarter of 1998. On a pro forma basis, after accounting for adjustments
to our corporate structure and debt for our reorganization, interest expense for
the second quarter of 1999 would have been $19 million. Interest income and
other financial income decreased to $2 million in the second quarter of 1999
from $3 million in the same period in 1998. On a pro forma basis, interest
income and other financial income for the second quarter of 1999 would have
amounted to $2 million. Income tax expense increased to $28 million from $26
million, reflecting an increase in our worldwide effective tax rate to 42.7% in
the second quarter of 1999 from 41.2% in the second quarter of 1998.
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Net sales for the first six months of 1999 decreased by 5.3% to $1,188
million compared with $1,255 million for the first six months of 1998. The lower
sales resulted primarily from the pass-through of metal price decreases to
customers. A decline in sales volume in the United States and Brazil and a $6
million unfavorable impact from European exchange rates also contributed to the
sales decrease. Total beverage can sales decreased 1.2% compared to last year.
Beer can sales volume in the United States was down while soft drink volume
rose. The unsteady economic situation in Brazil resulted in a significant volume
decline as well as lower selling prices. However, an increase in sales volume in
Europe and Asia partially offset the overall volume declines in the Americas.
Cost of goods sold of $948 million declined $66 million, or 6.5%, in the
first half of 1999 compared with cost of goods sold of $1,014 million for the
comparable period last year due primarily to lower metal costs. Cost of goods
sold as a percentage of net sales declined to 79.8% for the first six months of
1999 compared with 80.8% for the first six months of 1998.
Operating income from continuing operations improved to $112 million for
the first six months of 1999 compared with $105 million for the first six months
of 1998. Selling, general and administrative expenses declined by $10 million
due primarily to a $9 million bad debt provision taken in the first half of 1998
with no provision taken in the first half of 1999. A restructuring credit of $1
million for the recovery of previously recorded expense in the first half of
1999 compares to a credit of $5 million in the same period last year. Total
depreciation and amortization, including goodwill amortization, increased
slightly to $61 million in the first six months of 1999 from $60 million for the
first half of 1998. Exchange rate changes in Europe had an adverse impact of $1
million on first half 1999 operating income.
Income from continuing operations before cumulative effect of accounting
changes increased to $54 million in the first half of 1999 compared with $41
million in the same period a year ago. Interest expense declined to $32 million
in the first six months of 1999 from $36 million in the first half of 1998.
Interest expense on a pro forma basis, after accounting for adjustments to our
corporate structure and debt for our reorganization, would have amounted to $36
million for the first half of 1999. Interest income and other financial income
increased to $11 million in the first half of 1999 versus $5 million in the
first half of 1998 due primarily to a $5 million gain recorded on the sale,
effective March 31, 1999, of our 50% interest in the Container Recycling
Alliance partnership, a glass recycling joint venture with Waste Management,
Inc. Income tax expense amounted to $39 million in the first half of 1999
compared with $31 million for the first half of 1998. The effective tax rate was
42.7% for the first six months of 1999 compared with 41.2% for the first six
months of 1998.
13
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents amounted to $256 million at June 30, 1999, an
increase of $85 million compared with $171 million at December 31, 1998.
Total debt increased by $86 million to $1,324 million at June 30, 1999 from
$1,238 million at December 31, 1998. Total debt at June 30, 1999 consisted of
$1,053 million of related party debt and $271 million of external debt. In June
1999 the Company accepted $1.3 billion in aggregate financing commitments from a
consortium of banks which replace all of the debt agreements in effect prior to
the effective date of the IPO and reorganization.
On a pro forma basis, after accounting for adjustments to our corporate
structure and debt for the reorganization, total debt at June 30, 1999 would
have been $1,124 million.
Total equity at June 30, 1999 for the combined operations was $1,549
million, an increase of $11 million compared with total equity of $1,538 million
at December 31, 1998. Net income for the first six months of 1999 of $57 million
was offset by dividends of $21 million and an increase in accumulated other
comprehensive loss of $25 million. Total equity at June 30, 1999 on a pro forma
basis, after accounting for adjustments to our corporate structure and debt for
our reorganization, would have been $1,102 million.
At December 31, 1998 our total debt to equity ratio was 0.80. At June 30,
1999 the total debt to equity ratio increased to 0.85 and would have been 1.02
on a pro forma basis. The increased borrowing levels at June 30, 1999 resulted
in the unfavorable increase in the debt to equity ratio compared to year-end
1998.
Net cash provided by operating activities of continuing operations totaled
$46 million for the first six months of 1999 resulting from $54 million of
income from continuing operations and $61 million of depreciation and
amortization, offset by a $65 million change in other assets and liabilities,
principally accounts receivable and $4 million of non-cash income.
Net cash used in investing activities of continuing operations of $17
million for the first half of 1999 includes $28 million of capital expenditures
offset by $9 million of proceeds from the sale of our 50% interest in the
Container Recycling Alliance partnership and $2 million of proceeds on the sale
of property, plant and equipment.
Net cash provided by financing activities of continuing operations for the
first six months of 1999 amounted to $65 million. The increase in total
borrowings was offset by dividend payments of $21 million to Pechiney and $5
million to minority shareholders in Turkey.
LIQUIDITY AND CAPITAL RESOURCES FOLLOWING THE INITIAL PUBLIC OFFERING
The Initial Public Offering affected the Company's existing debt financing
in the following ways:
- A $500 million revolving credit facility was terminated and repaid.
- The size of a receivables sale program was reduced to approximately
$50 million and changes to its terms and conditions were negotiated.
- $228 million of privately placed notes were repaid on July 20, 1999.
This prepayment required payment of a make-whole premium amounting to
$3 million.
- In June, 1999 $1.3 billion in aggregate financing commitments was
accepted from a syndicate of banks. The credit facility became
effective upon closing of the initial public offering. It consists of a
$650 million five-year revolving credit facility and a $650 million
364-day revolving credit facility.
14
<PAGE> 15
We currently intend to declare and pay a quarterly cash dividend of $0.14 per
share with respect to the third quarter of 1999. We also currently intend to pay
to shareholders of record at that time a special dividend payment of $0.14 per
share with respect to the second quarter of 1999.
YEAR 2000
Many computerized systems and microprocessors, which are embedded in a
variety of products that we use, may experience operational problems if they
cannot handle the transition to the year 2000. We are currently completing a
program designed to ensure that our internal software systems and installed
electronics will function properly with respect to dates in the year 2000 and
afterwards, and that our suppliers will be year 2000 compliant. This program has
consisted of identifying potential risks and carrying out appropriate corrective
action.
Risk Analysis. The process of identifying risks covered all of our
information processing and automated industrial control systems, computer-based
management systems, communications networks and security and access control
systems. In 1996, we initiated the identification of all systems at risk and the
planning of appropriate corrective action.
Corrective Action. Our corrective action program has covered internal
systems, installed electronic components and supplier compliance.
- We purchased new computer systems to replace our old mainframe systems
that were not compliant and which could not be upgraded practicably.
In 1998, we purchased and installed a new SAP R/3 financial software
package in the United States. In 1999, we installed a new SAP
purchasing package in the United States and new SAP financial software
across Europe, except for England and Spain. Our operations in the
United Kingdom and Spain upgraded their Oracle financial software to a
compliant version. Finally, we are installing Paradigm ERP software to
replace our production, customer services, distribution and sales
invoicing systems worldwide. We expect to complete installation of
this software by the end of October 1999. We have successfully tested
these new systems in Europe for year 2000 compliance. However, we do
not intend to conduct independent tests on the SAP or Paradigm systems
in the United States. Our contract with Paradigm provides that the
Paradigm system is year 2000 compliant. SAP has also given us
assurances that the SAP system is year 2000 compliant.
- We conducted an inventory of all ANC locations worldwide to identify
all items that contained electronic components using embedded date or
time codes. We then contacted the manufacturers of those components and
sought written assurances of year 2000 compliance. We are testing all
major components identified in the course of the inventory for year
2000 compliance, and we expect to complete this testing by the end of
August 1999. Where items were identified as non-compliant, or where we
received no response, we implemented corrective action consisting of
reprogramming, removing or replacing the item. Non-compliant items
represent less than 10% of the total items identified in the course of
the inventory.
- We have surveyed our major suppliers, including both hardware and
software suppliers, and have sought assurances that their systems will
be compliant. From the answers given, we believe that our major
suppliers will generally be in compliance. We classify a supplier
response as satisfactory only if the response provides a detailed
analysis that supports a claim that the supplier is year 2000
compliant or will be by December 31, 1999. On the basis of the
responses, we have classified 70% of our major suppliers as compliant
or expected to be compliant by December 31, 1999. In 20% of the cases,
we have not had a response or have not finished evaluating the
response. In a further 10% of cases, we have classified the supplier
as not compliant at this stage with no acceptable assurance of being
in compliance by December 31, 1999. The level of compliance in
emerging markets such as Brazil, Turkey and China is not as high as in
North America and Europe. We are continuing our audit and repeating
our requests for assurances in all cases where the response is missing
or non-compliant. This process will continue through the end of 1999.
15
<PAGE> 16
Contingency Plans. We have developed contingency plans that specify back-up
procedures in the event that internal or external products, processes, systems
or services fail, particularly in cases where we are not able to establish
timely compliance through our audits and surveys. We will continue to refine
these plans through the end of 1999 as our audits and surveys continue.
Expenditures. On the basis of currently available information, our budgeted
spending on year 2000 issues will amount to approximately $3 million when all
action is completed. Of this amount, we estimate that we had spent approximately
$2 million as of June 30, 1999. We have financed this expenditure using cash
generated from operations, and intend to finance the remaining year 2000
expenditure in the same way. These figures refer only to external costs related
directly to year 2000 compliance issues, consisting of the cost of purchasing
hardware, software and outside consultant support for installation. They do not
include the cost of upgrading or replacing software and equipment, which were
commissioned independently, such as SAP and Paradigm. We estimate that these
separately commissioned costs will total approximately $18 million, of which we
spent approximately $14 million as of June 30, 1999.
Likely Effect on Our Business. In light of the foregoing, we do not
currently anticipate that we will experience a significant disruption to our
business as a result of the year 2000 issue. Our most likely risk is a temporary
inability of suppliers to provide supplies of raw materials or of customers to
pay on a timely basis, particularly in emerging markets. We believe that we have
dedicated sufficient resources to deal with the year 2000 issue in a timely
manner. However, our efforts are ongoing and will continue to evolve as new
information becomes available. There is still uncertainty about the broader
scope of the year 2000 issue as it may affect us and third parties, including
our suppliers and customers. For example, lack of readiness by electrical and
water utilities and other providers of general infrastructure could, in some
geographic areas, pose significant impediments to our ability to carry on normal
operations in those areas, including temporary plant closures or delays in
receiving supplies or shipping beverage cans. This may particularly be the case
in emerging markets. Accordingly, while we believe our actions should
significantly lessen year 2000 risks, we are unable to eliminate these risks or
to estimate their ultimate effect on our operating results.
SIGNIFICANT RECENTLY-ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivatives be recognized as assets and liabilities and measured at fair value.
Changes in the fair value of derivatives not qualifying as hedges are required
to be reported in earnings. ANC will be required to adopt this standard in our
financial statements for the year ending December 31, 2001. Management is in the
process of evaluating the standard and has not yet determined the future impact
on our financial statements.
16
<PAGE> 17
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
American National Can Group, Inc.
By /s/John G. LaBahn
-----------------------------------------------
John G. LaBahn
Vice President, Controller and Chief Accounting Officer
Date: August 20, 1999
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