SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 0-5485
----------
VISKASE COMPANIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2677354
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6855 West 65th Street, Chicago, Illinois 60638
- -------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 496-4200
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements
for the past 90 days. Yes X No
------ -------
As of November 10, 1999, there were 15,058,439 shares outstanding
of the registrant's Common Stock, $.01 par value.
Page 1 of 18 Pages
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
VISKASE COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Unaudited consolidated balance sheet at September 30, 1999
and audited consolidated balance sheet at December 31, 1998 4
Unaudited consolidated statements of operations for the
three months ended September 30, 1999 and September 24, 1998
and for the nine months ended September 30, 1999 and
September 24, 1998 5
Unaudited consolidated statements of cash flows for the
nine months ended September 30, 1999 and September 24, 1998 6
Notes to consolidated financial statements 7
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
The financial information included in this quarterly report has been
prepared in conformity with the accounting principles and practices
reflected in the financial statements included in the annual report on
Form 10-K filed with the Securities and Exchange Commission for the year
ended December 31, 1998 (1998 Form 10-K). These quarterly financial
statements should be read in conjunction with the financial statements
and the notes thereto included in the 1998 Form 10-K. The accompanying
financial information, which is unaudited, reflects all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented.
The condensed consolidated balance sheet as of December 31, 1998 was
derived from the audited consolidated financial statements in the
Company's annual report on Form 10-K.
Reported interim results of operations and cash flows are based in part
on estimates which may be subject to year-end adjustments. In addition,
these quarterly results of operations and cash flows are not necessarily
indicative of those expected for the year.
<PAGE>
<PAGE>
<TABLE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, December 31,
1999 1998
-------------- -------------
(unaudited)
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 7,329 $ 9,028
Receivables, net 49,836 47,718
Inventories 84,254 93,228
Other current assets 16,423 15,337
-------- --------
Total current assets 157,842 165,311
Property, plant and equipment,
including those under capital leases 487,011 475,525
Less accumulated depreciation
and amortization 172,736 145,680
-------- --------
Property, plant and equipment, net 314,275 329,845
Deferred financing costs, net 4,600 1,198
Other assets 32,369 34,715
-------- --------
Total assets $509,086 $531,069
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current portion
of long-term debt and obligations
under capital leases $ 22,318 $ 16,120
Accounts payable 30,783 36,337
Accrued liabilities 59,883 62,319
Current deferred income taxes 8,810 8,810
-------- --------
Total current liabilities 121,794 123,586
Long-term debt including obligations
under capital leases 402,567 388,880
Accrued employee benefits 48,196 48,115
Deferred and noncurrent income taxes 20,719 26,395
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
15,050,892 shares issued and
outstanding at September 30, 1999 and
14,859,467 shares at December 31, 1998 151 149
Paid in capital 137,430 136,715
Accumulated (deficit) (224,468) (197,454)
Cumulative foreign currency
translation adjustments 2,697 4,693
Unearned restricted stock issued
for future service (10)
-------- --------
Total stockholders' equity (deficit) (84,190) (55,907)
-------- --------
Total liabilities and stockholders' equity $509,086 $531,069
======== ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended September Ended September Ended September Ended September
30, 1999 24, 1998 30, 1999 24, 1998
--------------- --------------- --------------- ---------------
(in thousands, except for number of shares and per share amounts)
<S> <C> <C> <C> <C>
NET SALES $96,277 $102,567 $285,442 $309,233
COSTS AND EXPENSES
Cost of sales 73,467 76,629 216,014 229,177
Selling, general and
administrative 17,888 22,164 56,714 65,813
Amortization of intangibles
and excess reorganization value 1,250 3,469 3,750 10,408
Unusual charge 148,569 150,069
------- -------- -------- --------
OPERATING INCOME (LOSS) 3,672 (148,264) 8,964 (146,234)
Interest income 139 283 425 585
Interest expense 12,300 12,461 33,673 40,488
Other expense (income), net (227) 374 4,334 840
------- -------- -------- --------
(LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (8,262) (160,816) (28,618) (186,977)
Income tax (benefit) (657) (10,714) (1,604) (19,252)
------- -------- -------- --------
NET (LOSS) FROM CONTINUING
OPERATIONS (7,605) (150,102) (27,014) (167,725)
DISCONTINUED OPERATIONS:
Income from discontinued operations
net of income taxes (Note 5) 264 320
Gain on sale of discontinued
operations net of income tax
benefit of $23,667 and $22,669 37,016 35,456
------- -------- -------- --------
NET (LOSS) BEFORE
EXTRAORDINARY ITEM (7,605) (112,822) (27,014) (131,949)
Extraordinary (loss)
on early extinguishment
of debt net of income
tax benefit of $4,343 (6,793) (6,793)
------- -------- -------- --------
NET (LOSS) (7,605) (119,615) (27,014) (138,742)
Other comprehensive
income (loss), net of tax:
Foreign currency
translation adjustments 1,035 1,171 (1,218) 1,007
------- -------- -------- --------
COMPREHENSIVE (LOSS) $(6,570) $(118,444) $(28,232) $(137,735)
======= ========= ======== =========
WEIGHTED AVERAGE COMMON
SHARES - BASIC AND DILUTED 14,998,213 14,846,420 14,914,072 14,812,897
========== ========== ========== ==========
PER SHARE AMOUNTS:
EARNINGS (LOSS) PER SHARE
- basic and diluted
Continuing operations $(.51) $(10.11) $(1.81) $(11.32)
Discontinued operations:
Income from discontinued
operations .02 .02
Gain on sale of
discontinued operations 2.49 2.39
------- -------- -------- --------
Net (loss) before
extraordinary item (.51) (7.60) (1.81) (8.91)
Extraordinary (loss) (.46) (.46)
------- -------- -------- --------
Net (loss) $(.51) $(8.06) $(1.81) $(9.37)
===== ====== ====== ======
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
September 30, September 24,
1999 1998
------------- ------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (27,014) $(138,742)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization under capital lease 30,053 29,808
Amortization of intangibles and excess
reorganization value 3,750 10,408
Amortization of deferred financing fees and discount 2,166 1,449
(Decrease) in deferred and noncurrent income taxes (4,069) (1,952)
Foreign currency transaction loss (gain) 68 (155)
Loss (gain) on disposition of assets 10 (58,221)
Bad debt provision 842 740
Impairment loss excess reorganization 91,169
Extraordinary loss on debt extinguishment 11,136
Changes in operating assets and liabilities:
Receivables (4,245) 17,084
Inventories 7,182 (20,110)
Other current assets (1,411) (3,353)
Accounts payable and accrued liabilities (6,026) 49,110
Other 2,383 (10,103)
-------- --------
Total adjustments 30,703 117,010
-------- --------
Net cash provided by (used in) operating activities 3,689 (21,732)
Cash flows from investing activities:
Capital expenditures (20,130) (24,028)
Proceeds from disposition of assets 97 163,758
-------- --------
Net cash (used in) provided by investing activities (20,033) 139,730
Cash flows from financing activities:
Issuance of common stock 727 530
Deferred financing costs (5,837) (604)
Proceeds from revolving loan and long-term
borrowings 120,176 1,475
Repayment of revolving loan, long-term borrowings
and capital lease obligation (99,867) (117,178)
Premium on early extinguishment of debt (8,927)
-------- --------
Net cash provided by (used in) financing activities 15,199 (124,704)
Effect of currency exchange rate changes on cash (554) (142)
-------- --------
Net (decrease) in cash and equivalents (1,699) (6,848)
Cash and equivalents at beginning of period 9,028 24,407
-------- --------
Cash and equivalents at end of period $ 7,329 $ 17,559
======== ========
- --------------------------------------------------------------------------------------------------
Supplemental cash flow information:
Interest paid $28,075 $36,013
Income taxes paid $ 1,866 $ 4,831
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES (dollars in thousands)
Inventories consisted of:
September December
30, 1999 31, 1998
---------- ---------
Raw materials $ 9,761 $10,500
Work in process 34,623 38,291
Finished products 39,870 44,437
------- -------
$84,254 $93,228
======= =======
Approximately 58% of the inventories at September 30, 1999 were
valued at Last-In, First-Out (LIFO). These LIFO values exceeded
current manufacturing cost by approximately $5,291 at September 30,
1999.
2. DEBT OBLIGATIONS (dollars in thousands)
During June 1999, the Company entered into two-year secured credit
agreements consisting of a $50,000 senior revolving credit
facility, including a $26,000 sublimit for issuance of letters of
credit (Senior Revolving Credit Facility), a $50,000 senior term
facility (Senior Term Facility), collectively the "Senior Secured
Credit Facility," and $35,000 of junior secured term loans (Junior
Term Loans). The proceeds of the Senior Secured Credit Facility and
the Junior Term Loans were used to repay the $55,000 Senior Secured
Notes outstanding and obligations outstanding under the Company's
existing Revolving Credit Facility. The Senior Secured Credit
Facility and the Junior Term Loans have a maturity date of June 30,
2001. The 12% Senior Secured Notes, as of December 31, 1998, have
been reclassified to long-term debt based upon the Company's
refinancing of obligations on a long-term basis.
<PAGE>
<PAGE>
Outstanding short-term and long-term debt consisted of:
<TABLE>
<CAPTION>
September December
30, 1999 31, 1998
<S> <C> <C>
Short-term debt, current maturity of long-term
debt, and capital lease obligation:
Senior Term Facility $ 5,358
Current maturity of Viskase Capital Lease Obligation 14,376 $ 13,031
Current maturity of Viskase Limited Term Loan (3.2%) 1,578 1,742
Other 1,006 1,347
-------- --------
Total short-term debt $ 22,318 $ 16,120
======== ========
Long-term debt:
Senior Revolving Credit Facility $ 5,000
Senior Term Facility 44,642
Junior Term Facility 35,000
12% Senior Secured Notes due 1999 $ 55,000
10.25% Senior Notes due 2001 219,262 219,262
Viskase Capital Lease Obligation 97,466 111,842
Viskase Limited Term Loan (3.2%) 868
Other 1,197 1,908
-------- --------
Total long-term debt $402,567 $388,880
======== ========
</TABLE>
<PAGE>
The Company's Senior Secured Credit Facility and Junior Term Loans
contain a number of financial covenants that, among other things,
require the maintenance of a minimum level of tangible net worth,
a minimum fixed charge coverage ratio and a minimum leverage ratio
of total liabilities to earnings before depreciation, interest,
amortization, and taxes (EBDIAT) and a limitation on capital
expenditures. As of September 30, 1999, the Company is in
compliance with these covenants.
On August 24, 1998, the Company redeemed $105,000 of the aggregate
principal amount of its 12% Senior Secured Notes using proceeds
from the Clear Shield National, Inc. (Clear Shield) divestiture.
The notes were redeemed at approximately 108.5% of principal
amount, plus accrued interest to the date of redemption. The
Company recognized an extraordinary after-tax loss of $6,800 on the
partial redemption of its 12% Senior Secured Notes. The
extraordinary loss is comprised of $8,900 of yield maintenance
premiums and $2,200 write-off of deferred debt issuance costs, net
of a $4,300 income tax benefit.
3. CONTINGENCIES
In late 1993, Viskase commenced a legal action against American
National Can Company (ANC) in Federal District Court for the
Northern District of Illinois, Eastern Division, 93C7651. Viskase
claimed that ANC's use of two different very low density
polyethylene plastic resins in the manufacture of ANC's multi-layer
barrier shrink film products was infringing various Viskase patents
relating to multi-layer barrier plastic films used for fresh red
meat, processed meat and poultry product applications. In November
1996, after a three-week trial, a jury found that ANC had willfully
infringed Viskase's patents and awarded Viskase $102.4 million in
compensatory damages. The Court also entered an order permanently
enjoining ANC from making or selling infringing products.
In September 1997, the Court set aside the jury verdict in part and
ordered a retrial on certain issues. The Court upheld the jury
finding on the validity of all of Viskase's patents and the jury
finding that ANC had willfully infringed Viskase's patents by ANC's
use of Dow Chemical Company's "Attane" brand polyethylene plastic
resin in ANC's products. However, the Court ordered a new trial on
the issue of whether ANC's use of Dow Chemical Company's "Affinity"
brand polyethylene plastic resin infringed Viskase's patents and
whether such conduct was willful. Because the jury rendered one
general damage verdict, the Court ordered a retrial of all damage
issues. By operation of the Court's order, the injunction in
respect of ANC's future use of the "Affinity" brand resin was
removed.
On August 19, 1998, the Court granted Viskase's motion for partial
summary judgment finding that ANC's use of the "Affinity" brand
resin infringed Viskase's patents. The Court also reinstated the
permanent injunction. Viskase filed a motion to have the jury
verdict as to compensatory damages reinstated. ANC filed a motion
to dismiss the lawsuit claiming that Viskase's patents are invalid
and Viskase failed to join an indispensable party to the lawsuit.
On May 10, 1999, the Court granted Viskase's motion to have the
jury verdict as to the compensatory damages reinstated. In May and
June 1999, the parties briefed the issue of enhanced damages and on
July 2, 1999, the Court awarded Viskase total damages of $164.9
million. ANC filed a motion for reconsideration which was denied.
On May 3, 1999, ANC commenced legal action in the Federal District
Court for the Northern District of Illinois seeking declaratory
relief that one of the litigated patents is invalid. ANC also filed
a motion to consolidate the declaratory action with the 1993 suit.
ANC's motion to consolidate was granted and then the Court
dismissed ANC's suit with prejudice at the same time the Court
awarded Viskase total damages of $164.9 million.
ANC has filed a notice of appeal to the United States Court of
Appeals for the Federal Circuit. ANC's brief is due November 22,
1999, Viskase's response brief is due January 3, 2000, and ANC's
reply brief is due January 18, 2000. Viskase expects oral arguments
to occur in the first or second quarter of 2000.
In addition, ANC has challenged two of the five Viskase patents in
suit by filing requests for reexamination with the United States
Patent and Trademark Office (USPTO). With respect to the challenge
of the first patent, on September 25, 1998, the USPTO, after
initially rejecting Viskase's claims, gave notice of its intent to
reissue Viskase's patent in its entirety. ANC filed another request
for reexamination of the patent, which has the effect of staying
the reissuance. The USPTO initially rejected Viskase's claims and
Viskase has filed its response. With respect to the challenge of
the second patent, the USPTO, after initially rejecting Viskase's
claims, withdrew the rejection in view of Viskase's response and
raised new grounds of rejection. Viskase has filed a response to
the new grounds of rejection. If the USPTO ultimately disallows the
claims of the second Viskase patent, the effect upon the Court
action will not be significant.
No part of the pending claims has been recorded in the Company's
financial statements. Through September 30, 1999, $4.8 million in
patent defense costs had been accrued and capitalized.
In March 1997 Viskase Corporation received a subpoena from the
Antitrust Division of the United States Department of Justice
relating to a grand jury investigation of the sausage casings
industry. In September 1999, Viskase Corporation received a
subpoena from the Antitrust Division of the United States
Department of Justice relating to the expansion of the grand jury
investigation into the specialty films industry. Viskase
Corporation is cooperating fully with the investigations.
In November 1999, the Company and certain of its subsidiaries and
one other sausage casings manufacturer were named in a civil
complaint, Leon's Sausage Company, on behalf of itself and all
---------------------------------------------------
others similarly situated v. Viskase Companies, Inc., Envirodyne
- ----------------------------------------------------------------
Industries, Inc., Viskase Corporation, Devro-Teepak, Inc., Civil
- --------------------------------------------------------
Action No. 99C7200, United States District Court for the Northern
District of Illinois, Eastern Division. This complaint alleges that
the defendants unlawfully conspired to fix prices and allocate
business in the sausage casings industry.
The Company and its subsidiaries are involved in various legal
proceedings arising out of their business and other environmental
matters, none of which is expected to have a material adverse
effect upon results of operations, cash flows or financial
position.
4. UNUSUAL CHARGE
During the third quarter of 1998, due to the business conditions
leading to the Viskase plan of restructuring, the Company evaluated
the recoverability of long-lived assets including property, plant
and equipment, patents and excess reorganization on a consolidated
basis. Based upon the analysis, the Company recognized an
impairment because the estimated consolidated undiscounted future
cash flows derived from long-lived assets were determined to be
less than their carrying value. The amount of the impairment was
calculated using the present value of the Company's estimated
future net cash flows to determine the assets' fair value. Based on
this analysis, an impairment charge of $91.2 million for excess
reorganization and $4.3 million for the write-down of the Chicago
facility was taken. In addition, the Viskase plan of restructuring
included charges for the decommissioning of the Chicago plant and
the decommissioning of some of its foreign operations.
During the third quarter of 1999 and accumulated to date, cash
payments against the reserve were $.7 million and $9.0 million,
respectively. A remaining restructuring reserve of $3.5 million is
included in accrued liabilities on the balance sheet.
5. DISCONTINUED OPERATIONS (dollars in thousands)
In June 1998 the Company's Board of Directors agreed to sell the
Clear Shield and Sandusky Plastics, Inc. (Sandusky) subsidiaries.
Sandusky was sold on June 11, 1998 and the Company completed the
divestiture of Clear Shield on July 23, 1998. Accordingly, the
operating results from both subsidiaries have been segregated from
continuing operations and reported as a separate line item, results
of discontinued operations, on the statements of operations.
<PAGE>
<PAGE>
Operating results from discontinued operations are as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September Ended September
24, 1998 24, 1998
--------------- ---------------
<S> <C> <C>
Net sales $ 5,536 $62,317
Costs and expenses
Cost of sales 4,176 50,810
Selling, general and administrative 725 9,457
Amortization of intangibles and
excess reorganization value 136 863
------- -------
Operating income 499 1,187
Interest expense 7 50
Other expense (income), net (12) 91
------- -------
Income from continuing
operations before taxes 504 1,046
Income tax provision 240 726
------- -------
Net Income from continuing
operations $ 264 $ 320
======= =======
</TABLE>
6. COMPREHENSIVE INCOME (dollars in thousands)
During 1998 the Company adopted the Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," which requires
the Company to disclose comprehensive income in addition to net income.
Comprehensive income includes all other non-shareholder changes in equity.
All such changes in equity resulted from changes in foreign currency
translation adjustments.
The following sets forth the components of other comprehensive income
(loss) and the related income tax provision (benefit):
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September September September September
30, 1999 24, 1998 30, 1999 24, 1998
------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Foreign currency translation
adjustment (1) $1,035 $1,171 $(1,218) $1,007
<FN>
(1) Net of related tax provision (benefit) of $662 and $748 for the
third quarter ended 1999 and 1998, respectively, and $(778) and
$643 for the first nine months ended 1999 and 1998, respectively.
</TABLE
7. EARNINGS PER SHARE
In February 1997 the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share," which became effective for both
interim and annual financial statement periods ending after December 15,
1997. As required by this Statement, the Company adopted the new
standards for computing and presenting earnings per share (EPS) for all
period EPS data presented. Following are the reconciliations of the
numerators and denominators of the basic and diluted EPS.
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended September Ended September Ended September Ended September
30, 1999 24, 1998 30, 1999 24, 1998
--------------- --------------- --------------- ---------------
(in thousands, except for weighted average shares outstanding)
<S> <C> <C> <C> <C>
NUMERATOR:
Net (loss) available
to common stockholders:
From continuing operations: $(7,605) $(150,102) $(27,014) $(167,725)
Discontinued operations:
Income from discontinued
operations: 264 320
Gain on disposal 37,016 35,456
------- --------- -------- ---------
Net (loss) before
extraordinary item (112,822) (131,949)
Extraordinary (loss) (6,793) (6,793)
------- --------- -------- ---------
Net loss available to common
stockholders for basic and
diluted EPS $(7,605) $(119,615) $ (27,014) $(138,742)
======= ========= ========= =========
DENOMINATOR:
Weighted average shares
outstanding
for basic EPS 14,998,213 14,846,420 14,914,072 14,812,897
Effect of dilutive securities 0 0 0 0
---------- ---------- ---------- ----------
Weighted average shares
outstanding
for diluted EPS 14,998,213 14,846,420 14,914,072 14,812,897
========== ========== ========== ==========
</TABLE>
Common stock equivalents are excluded from the loss-per-share
calculations as the result is antidilutive since the numerator is a loss
from continuing operations.
8. ACCOUNTING STANDARDS
The Company will adopt the provisions of Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement
No. 133" (SFAS No. 137). SFAS No. 137 is effective for financial
statements issued for fiscal years beginning after June 15, 2000.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Results of Operations
- ---------------------
The Company's net sales from continuing operations for the first nine
months and third quarter of 1999 were $285.4 million and $96.3 million,
respectively, which represent a decrease of 7.7% and 6.1%, respectively,
from comparable periods of 1998. The decline in net sales reflects the
continuing effect of competitive selling prices in the casings industry
in both the domestic and European markets partially offset by volume
gains in these markets. Additionally, the decline in net sales reflects
the translation effect of the strengthening of the U.S. dollar against
the French franc and real. Brazil's sales have increased over the prior
year due to significant volume gains in both the casing and film product
lines.
Operating income from continuing operations for the first nine months
and third quarter of 1999 was $9.0 million and $3.7 million,
respectively. These results compared favorably to operating income
(loss) for the prior year. After exclusion of the prior year unusual
charges of $150.1 million and $148.6 million for the same prior year
periods, operating income was $3.8 million and $.3 million,
respectively. The increase in operating income has benefitted from an
increase in sales of the Company's barrier shrink bag business and from
cost cutting efforts undertaken during the fourth quarter of 1998. The
cost savings from lower selling, administrative and amortization expenses
for the nine months and third quarter over prior year were $15.8 million
and $6.5 million, respectively, and were partially offset by the
reduction in gross margin due to competitive selling prices in the
casings industry.
Net interest expense from continuing operations for the nine-month
period in 1999 totaled $33.2 million, representing a decrease of $6.7
million from the first nine months of 1998. The decrease is primarily
due to interest savings from the redemption of $105 million of the 12%
Senior Secured Notes on August 24, 1998.
Other expense from continuing operations approximated $4.3 million and
$.8 million for the first nine months of 1999 and 1998, respectively.
The 1999 expense consists principally of foreign exchange losses. The
1998 expense consists of losses on the disposition of assets and foreign
exchange losses.
The Company uses foreign exchange forward contracts to hedge some of its
non-functional currency receivables and payables, which are denominated
in major currencies that can be traded on open markets. This strategy is
used to reduce the overall exposure to the effects of currency
fluctuations on cash flows. The Company's policy is not to speculate in
financial instruments.
Receivables and payables, which are denominated in non-functional
currencies, are translated to the functional currency at month end and
the resulting gain or loss is taken to other income/expense on the
income statement. Gains and losses on hedges of receivables and payables
are marked to market. The result is recognized in other net expense on
the income statement.
The tax benefit for the first nine months of 1999 resulted from the
benefit of U.S. losses partially offset by the provision related to
income from foreign subsidiaries. Due to the permanent differences in
the U.S. resulting from foreign losses for which no tax benefit is
provided, a benefit of $1.6 million was provided on a loss from
continuing operations of $28.6 million. The U.S. tax benefit is recorded
as a reduction of the deferred tax liability and does not result in a
refund of income taxes.
Discontinued Operations
- -----------------------
On June 8, 1998, the Company's Board of Directors approved the sale of
two of the Company's subsidiaries, Clear Shield and Sandusky.
Accordingly, the operating results of the two subsidiaries have been
segregated from continuing operations and reported as a separate line
item on the income statement under the heading Discontinued Operations.
The sales of Sandusky and Clear Shield were completed on June 11, 1998
and July 23, 1998, respectively. A $39.1 million combined gain, net of
taxes, was recognized on these sales.
Other
- -----
In September 1997 the Company retained Donaldson, Lufkin and Jenrette
Securities Corporation to assist the Board of Directors in evaluating
the Company's strategic alternatives. Such alternatives included, among
other things, sale of the entire company, sale of business units or
recapitalization. In June 1998, the Company sold its wholly owned
subsidiary Sandusky, and in July 1998 the Company sold its wholly owned
subsidiary Clear Shield. The Company is still reviewing strategic and
recapitalization alternatives available.
The Company will adopt the provisions of Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement
No. 133" (SFAS No. 137). SFAS No. 137 is effective for financial
statements issued for fiscal years beginning after June 15, 2000.
Liquidity and Capital Resources
- -------------------------------
Cash and equivalents decreased by $1.7 million during the nine months
ended September 30, 1999. Cash flows used in investing activities of
$20.0 million exceeded funds provided by operating activities of $3.7
million and financing activities of $15.2 million. Cash flows provided
by operating activities were principally attributable to the Company's
loss from operations offset by a decrease in working capital usage and
the effect of depreciation and amortization. Cash flows provided by
financing activities were principally due to the Company's June 1999
refinancing. The Company entered into a $100 million Senior Secured
Credit Facility and secured $35 million of Junior Term Loans. The
proceeds were used to redeem the $55 million 12% Senior Secured Notes
and the $30 million existing Revolving Credit Facility. In the first
quarter of 1999, a $13 million principal repayment was made under the
General Electric Capital Corporation (GECC) lease. Cash flows used in
investing activities consist principally of capital expenditures for
property, plant and equipment.
The Company finances its working capital needs through a combination of
internally generated cash from operations and borrowings under its $50
million Senior Revolving Credit Facility entered into in June 1999. The
availability of funds under the Senior Revolving Credit Facility is
subject to the Company's compliance with certain covenants, borrowing
base limitations measured by accounts receivable and inventory of the
Company, and reserves that may be established at the discretion of the
lenders. There is approximately $5.0 million outstanding under the
Senior Revolving Credit Facility at September 30, 1999.
The Company's Senior Secured Credit Facility and Junior Term Loans
contain a number of financial covenants that, among other things,
require the maintenance of a minimum level of tangible net worth, a
minimum fixed charge coverage ratio and minimum leverage ratio of total
liabilities to EBDIAT, and a limitation on capital expenditures. As of
September 30, 1999, the Company is in compliance with the covenants.
As of September 30, 1999, the Company received an amendment and waiver
under the GECC Capital Lease Obligation. The Company determined that,
as of September 30, 1999, without the amendment and waiver, it would not
have been in compliance with the fixed charge ratio covenant.
The Company anticipates that its current cash position, its operating
cash flows, the availability under its credit agreement and proceeds from
future asset sales are expected to be sufficient to meet its operating
expenses and debt service requirements. The Company's 10.25% Notes, of which
$219.3 million principal amount is outstanding, will mature in December
2001. The Company anticipates it will refinance the 10.25% Notes or seek
alternative strategies including, but not limited to, selling additional
equity capital.
Capital expenditures for continuing operations for the first nine months
of 1999 and 1998 totaled $20.1 million and $24.0 million, respectively.
Capital expenditures for discontinued operations for the first nine
months of 1998 totaled $9.0 million. Significant 1999 and 1998 capital
expenditures for continuing operations included a new information
technology system at Viskase, costs associated with the development of
new technology to produce the Company's cellulosic casings (the Nucel(R)
project), and additional production capacity for specialty films. Capital
expenditures for discontinued operations included the construction of
Clear Shield's Twin Falls, Idaho facility. Capital expenditures for
continuing operations for 1999 are expected to be approximately $27
million. Capital expenditures for continuing operations for 2000 are
expected to be $13 million.
The Company has spent approximately $7 million annually on research and
development programs, including product and process development, and on
new technology development during each of the past three years. The 1999
research and development and product introduction expenses are expected
to approximate $9 million. Among the projects included in the current
research and development efforts is the application of certain patents
and technology licensed by Viskase to the manufacture of cellulosic
casings under the Nucel(R) process. The commercialization of these
applications and the related fixed asset expense associated with such
commercialization may require substantial financial commitments in
future periods.
Year 2000
- ---------
The Year 2000 (Y2K) issue concerns the inability of information systems
to properly recognize and process date-sensitive information beyond
December 31, 1999. Businesses are at risk for possible miscalculations
or systems failures that may disrupt their business operations due to
the Year 2000 issue.
In order to address the Y2K issue, the Company has formed a Year 2000
committee (Y2K Committee) that has separated the Company's risk into
three categories: significant business information technology (IT)
systems, internal non-information technology (Non-IT) systems and
external readiness by customers and vendors.
Significant Business Information Technology Systems
In January 1996, the Company began a system conversion which
incorporated Y2K readiness. The following table shows the status of the
business system conversions by country:
Country Implementation Date Status
- ------------------- ------------------- -------------------
United States January 1, 1998 Complete
France October 1, 1998 Complete
United Kingdom January 1, 1999 Complete
Brazil January 1, 1998 Complete
Canada December 1, 1999 Planned completion
The Company's significant business IT system is run on servers and a
wide-area network outsourced to IBM Global Services. IBM has been
certified Y2K compliant for all its system components. By September 30,
1999, all of the Company's personal computers, network server hardware
and software had been checked for Y2K compatibility with the vendors. Of
the equipment, 100% is compatible. The expenditures associated with this
are approximately $100 thousand. The expenditures for the European
implementation totaled approximately $5.0 million in 1998 and through
the third quarter of 1999. The Company has capitalized the costs
necessary to upgrade its significant business systems.
Internal Non-IT Systems
The Non-IT systems consist primarily of PC-based manufacturing systems
and process control units. The Y2K Committee has designated a member at
each plant to inventory its systems and determine the status of its Y2K
readiness. These systems were tested and were compliant by September 30,
1999. The Company has estimated the cost of Y2K readiness to be
approximately $.4 million for its non-financial systems. A contingency
plan is in place.
Y2K Compliance by Customers and Vendors
The Y2K Committee mailed a questionnaire to material third party vendors
in January 1999 to address material third party readiness with Y2K.
Responses to the questionnaires have been received from most key
suppliers. Those failing to respond to the questionnaire have been
contacted. To date, no significant compliance issues have been
uncovered.
Should responses to the questionnaires indicate that suppliers, service
providers or contractors are not Y2K ready, the Company will change to
those vendors who have demonstrated Y2K readiness. The Company cannot be
assured that it will be successful in finding such alternative
suppliers, service providers and contractors.
Forward-Looking Statements
- --------------------------
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause
actual results and Company plans and objectives to differ materially
from those projected. Such risks and uncertainties include, but are not
limited to, general business and economic conditions; competitive
pricing pressures for the Company's products; changes in other costs;
opportunities that may be presented to and pursued by the Company;
determinations by regulatory and governmental authorities; and the
ability to achieve synergistic and other cost reductions and
efficiencies.
<PAGE>
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
-----------------
For a description of pending litigation and other contingencies, see
Part 1, Note 3, Contingencies in Notes to Consolidated Financial
Statements for Viskase Companies, Inc. and Subsidiaries.
Item 2 - Changes in Securities
---------------------
No reportable events occurred during the quarter ended September 30,
1999.
Item 3 - Defaults Upon Senior Securities
-------------------------------
None.
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its Annual Meeting of Stockholders (the "Meeting") on
July 29, 1999. The following business was conducted at the Meeting: (i)
the election of five (5) directors; and (ii) the approval of an
amendment to the Viskase Companies, Inc. Parallel Non-Qualified Savings
Plan.
The results were as follows:
<TABLE>
<CAPTION>
Election of Directors For Withheld
- ----------------------- ------------ --------------
<S> <C> <C>
Robert N. Dangremond 13,724,983 75,431
Avram A. Glazer 12,983,585 816,829
Malcolm I. Glazer 12,984,185 816,229
F. Edward Gustafson 13,716,328 84,086
Gregory R. Page 13,724,078 76,336
</TABLE>
<TABLE>
<CAPTION>
Approval of Amendment For Against Abstaining
- --------------------------- ------------- ----------- --------------
<S> <C> <C> <C>
10,765,163 209,096 15,708
</TABLE>
There were 2,810,447 broker non-votes.
Item 5 - Other Information
-----------------
None.
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K
(1) On July 7, 1999, the Company filed a Form 8-K to report that
on July 6, 1999 the Company announced that the U.S. District
Court for the Northern District of Illinois, Eastern Division,
entered a final judgment in favor of Viskase Corporation in
the amount of $164.9 million for compensatory and enhanced
damages and prejudgment interest in the case of Viskase
Corporation vs. American National Can Company.
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.
VISKASE COMPANIES, INC.
Registrant
By: /s/
-------------------------------
Gordon S. Donovan
Vice President, Chief Financial
Officer and Treasurer
(Duly authorized officer
and principal financial
officer of the registrant)
Date: November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 7,329,000
<SECURITIES> 0
<RECEIVABLES> 48,202,000
<ALLOWANCES> 1,634,000
<INVENTORY> 84,254,000
<CURRENT-ASSETS> 157,842,000
<PP&E> 487,011,000
<DEPRECIATION> 172,736,000
<TOTAL-ASSETS> 509,086,000
<CURRENT-LIABILITIES> 121,794,000
<BONDS> 402,567,000
0
0
<COMMON> 151,000
<OTHER-SE> (84,341,000)
<TOTAL-LIABILITY-AND-EQUITY> 509,086,000
<SALES> 285,442,000
<TOTAL-REVENUES> 285,442,000
<CGS> 216,014,000
<TOTAL-COSTS> 216,014,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 842,000
<INTEREST-EXPENSE> 33,673,000
<INCOME-PRETAX> (28,618,000)
<INCOME-TAX> (1,604,000)
<INCOME-CONTINUING> (27,014,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,014,000)
<EPS-BASIC> (1.81)
<EPS-DILUTED> (1.81)
</TABLE>
