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 June 30, 2000
--------------------
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 W. 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 August 15, 2000, there were 15,106,456 shares outstanding of
the registrant's Common Stock, $.01 par value.
Page 1 of 19 Pages
INDEX TO FINANCIAL STATEMENTS
VISKASE COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Consolidated balance sheets at June 30, 2000 (unaudited) and
December 31, 1999 4
Unaudited consolidated statements of operations for the
three months ended June 30, 2000 and June 30, 1999
and for the six months ended June 30, 2000
and June 30, 1999 5
Unaudited consolidated statements of cash flows for the
six months ended June 30, 2000 and June 30, 1999 6
Notes to consolidated financial statements 7
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, 1999 (1999 Form 10-K). These quarterly financial
statements should be read in conjunction with the financial statements
and the notes thereto included in the 1999 Form 10-K. The accompanying
financial information, which is unaudited, reflects all adjustments
which are, in the opinion of management, necessary for a fair statement
of the results for the interim periods presented.
The condensed consolidated balance sheet as of December 31, 1999 was
derived from the audited consolidated financial statements in the
Company's annual report on Form 10-K.
Reported interim results of operations are based in part on estimates
which may be subject to year-end adjustments. In addition, these
quarterly results of operations are not necessarily indicative of those
expected for the year.
<PAGE>
<PAGE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- --------
(unaudited)
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 5,366 $ 6,243
Receivables, net 46,187 48,971
Inventories 80,466 78,672
Other current assets 13,872 14,540
-------- --------
Total current assets 145,891 148,426
Property, plant and equipment,
including those under capital leases 488,509 488,369
Less accumulated depreciation
and amortization 195,024 178,122
-------- --------
Property, plant and equipment, net 293,485 310,247
Deferred financing costs, net 1,528 3,059
Other assets 30,539 32,086
-------- --------
Total assets $471,443 $493,818
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt including current portion
of long-term debt and obligations
under capital leases $125,711 $ 23,095
Accounts payable 30,330 35,202
Accrued liabilities 61,102 46,966
Current deferred income taxes 8,683 8,683
-------- --------
Total current liabilities 225,826 113,946
Long-term debt including obligations
under capital leases 301,282 404,151
Accrued employee benefits 46,729 46,787
Deferred and noncurrent income taxes 14,477 18,376
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
15,096,458 shares issued and
outstanding at June 30, 2000 and
15,058,439 shares at December 31, 1999 151 151
Paid in capital 137,538 137,454
Accumulated (deficit) (253,299) (229,212)
Cumulative foreign currency
translation adjustments (1,261) 2,165
-------- --------
Total stockholders' (deficit) (116,871) (89,442)
-------- --------
Total liabilities and stockholders' equity $471,443 $493,818
======== ========
<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 Ended Six Months Ended
--------------------------- -------------------------
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
----------- ------------ ----------- -----------
(in thousands, except for number of shares and per share amounts)
<S> <C> <C> <C> <C>
NET SALES $51,134 $57,285 $102,904 $112,421
COSTS AND EXPENSES
Cost of sales 40,685 40,505 79,390 80,998
Selling, general and administrative 10,937 10,457 22,123 22,742
Amortization of intangibles 500 500 1,000 1,000
Restructuring charges 2,700 0 2,700 0
-------- ------- -------- --------
OPERATING INCOME (LOSS) (3,688) 5,823 (2,309) 7,681
Interest income 95 178 148 281
Interest expense 12,594 10,997 24,753 21,287
Other expense, net 511 1,103 624 3,112
-------- ------- -------- --------
(LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (16,698) (6,099) (27,538) (16,437)
Income tax (benefit) (803) 12 (1,516) (2,361)
-------- ------- -------- --------
NET (LOSS) FROM CONTINUING
OPERATIONS (15,895) (6,111) (26,022) (14,076)
DISCONTINUED OPERATIONS:
Income (loss) from operations
net of income taxes (Note 5) 704 (1,962) 1,935 (5,333)
-------- ------- -------- --------
NET (LOSS) (15,191) (8,073) (24,087) (19,409)
Other comprehensive (loss), net of tax:
Foreign currency translation adjustments (785) (1,258) (2,090) (2,253)
-------- ------- -------- --------
COMPREHENSIVE (LOSS) $(15,976) $(9,331) $(26,177) $(21,662)
======== ======= ======== ========
WEIGHTED AVERAGE COMMON SHARES
- BASIC AND DILUTED 15,095,505 14,875,506 15,090,574 14,871,305
========== ========== ========== ==========
PER SHARE AMOUNTS:
BASIC EARNINGS (LOSS) PER SHARE:
- basic and diluted
Continuing operations $(1.06) $(.41) $(1.73) $(.95)
Discontinued operations:
Income (loss) from operations .05 (.13) .13 (.36)
------ ----- ------ ------
Net (loss) $(1.01) $(.54) $(1.60) $(1.31)
====== ===== ====== ======
<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>
Six Months Ended
June 30, June 30,
2000 1999
---------- ---------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(24,087) $(19,409)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization
under capital lease 20,087 20,079
Amortization of intangibles 2,500 2,500
Amortization of deferred financing fees
and discount 3,306 635
(Decrease) in deferred and
noncurrent income taxes (2,717) (3,328)
Foreign currency transaction loss 791 401
(Gain) on disposition of assets (5) 29
Bad debt provision 537 526
Changes in operating assets and liabilities:
Receivables 972 (5,108)
Inventories (3,322) 420
Other current assets 374 (4,478)
Accounts payable and accrued liabilities 10,642 (5,911)
Other (433) 2,062
-------- --------
Total adjustments 32,732 7,827
-------- --------
Net cash provided by (used in)
operating activities 8,645 (11,582)
Cash flows from investing activities:
Capital expenditures (7,543) (13,706)
Proceeds from disposition of assets 5 88
-------- --------
Net cash (used in) investing activities (7,538) (13,618)
Cash flows from financing activities:
Issuance of common stock 84 85
Deferred financing costs (1,777) (5,689)
Proceeds from revolving loan and long-term
borrowings 129,334 125,491
Repayment of revolving loan, long-term borrowings
and capital lease obligation (129,478) (99,478)
-------- --------
Net cash (used in) provided by
financing activities (1,837) 20,409
Effect of currency exchange rate changes on cash (147) (499)
-------- --------
Net (decrease) in cash and equivalents (877) (5,290)
Cash and equivalents at beginning of period 6,243 9,028
-------- --------
Cash and equivalents at end of period $ 5,366 $ 3,738
======== ========
----------------------------------------------------------------------------------------------
Supplemental cash flow information:
Interest paid $16,961 $25,587
Income taxes paid $ 1,720 $ 1,382
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
VISKASE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INVENTORIES (dollars in thousands)
Inventories consisted of:
June December
30, 2000 31, 1999
-------- ----------
Raw materials $10,141 $10,361
Work in process 29,221 31,039
Finished products 41,104 37,272
------- -------
$80,466 $78,672
======= =======
Approximately 61% of the inventories at June 30, 2000 were valued at
Last-In, First-Out (LIFO). These LIFO values exceeded current
manufacturing cost by approximately $7,964 at June 30, 2000.
2. DEBT OBLIGATIONS (dollars in thousands)
Viskase Corporation and Viskase Sales Corporation entered into two-year
secured credit agreements consisting of a $50 million senior revolving
credit facility, including a $26 million sublimit for issuance of
letters of credit (Senior Revolving Credit Facility), a $50 million
senior term facility (Senior Term Facility), collectively the "Senior
Secured Credit Facility," and $35 million of junior secured term loans
(Junior Term Loans). The Senior Secured Credit Facility and Junior Term
Loans have a maturity date of June 30, 2001.
The Company entered into an Agreement dated March 3, 2000, amended March
9, 2000, March 23, 2000 and March 30, 2000, that extended the grace
period for the payment of its February 28, 2000 annual GECC lease
payment in the amount of $23.5 million. On April 13, 2000 the Company
entered into an Agreement and Amendment that extended the payment date
to June 30, 2000 and waived the noncompliance of the Fixed Charge
Coverage Ratio for the quarter ended December 31, 1999 and March 31,
2000. The June 30, 2000 payment extension date was subsequently modified
to September 26, 2000 under an Agreement dated June 13, 2000.
Under the terms of the April 13, 2000 Agreement and Amendment with GECC,
the Company agreed to amend the amortization schedule of annual lease
payments, maintain a letter of credit in the amount of $23.5 million at
all times, limit additional borrowings and provide a subordinated
security interest collateralized by the Collateral Pool. Holders of the
Senior Secured Credit Facility and the Junior Term Loans consented to
the payment extensions and the subordinated security interest granted to
GECC. The revised amortization schedule is presented below. The
principal portion of the 2001 GECC lease payment, the Senior Secured
Credit Facility and Junior Term Loans have been reclassed to current
from long term. (See Note 9.)
August 31, 2000 $46,998
November 1, 2001 11,750
February 28, 2002 11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,499
<PAGE>
Outstanding short-term and long-term debt consisted of:
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
-------- --------
<S> <C> <C>
Short-term debt, current maturity of long-term
debt, and capital lease obligation:
Senior Revolving Credit Facility $13,232
Senior Term Facility 46,429 $ 7,144
Junior Term Facility 35,000
Current maturity of Viskase Capital Lease Obligation 30,238 14,377
Current maturity of Viskase Limited Term Loan (3.2%) 753
Other 812 821
-------- --------
Total short-term debt $125,711 $23,095
======== ========
Long-term debt:
Senior Revolving Credit Facility $8,551
Senior Term Facility 42,856
Junior Term Facility 35,000
10.25% Senior Notes due 2001 $219,262 219,262
Viskase Capital Lease Obligation 81,605 97,466
Other 415 1,016
-------- --------
Total long-term debt $301,282 $404,151
======== ========
</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 EBDIAT, and a limitation on capital expenditures.
As of June 30, 2000, the Company received an amendment and waiver under
the Company's Senior Secured Credit Facility and Junior Term Loans. The
Company determined that, as of June 30, 2000, without the amendment and
waiver, it would not have been in compliance with the tangible net worth
and leverage ratio covenants.
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, using proceeds from asset sales,
litigation, if any, or selling additional equity capital. (See Note 9.)
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. Oral arguments before the United States Circuit
of Appeals for the Federal Circuit were held on June 6, 2000 and Viskase
expects a decision during fourth quarter of 2000 or first quarter of
2001.
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). Both patents under reexamination have been
rejected by the USPTO. In both cases, Viskase has filed appeals to the
Board of Patent Appeals and Interferences of the USPTO. For the first
patent, Viskase's brief was filed July 13, 2000, and the Examiner's
Answer is awaited. For the second patent, Viskase's brief is due
October 23, 2000.
On January 14, 2000, Pechiney Plastic Packaging, Inc. and Pechiney
Emballage Flexible Europe, Inc. (successors in interest in ANC) filed
suit against the Company and Viskase in the United States District Court
for the Northern District of Illinois, Eastern Division. This suit
alleges infringement of U.S. Reissue Patent No. 35,567, which patent is
set to expire on April 26, 2002, and further alleges patent interference
with one of the five Viskase patents litigated in Viskase's legal action
against ANC. In May 2000, the District Court dismissed the patent
interference count. Pechiney filed an Amended Complaint on June 30,
2000 seeking to reinstate the dismissed count (Count III). On July 25,
2000, Viskase filed a Motion to Dismiss Count III of the Amended
Complaint and also filed a Motion for Sanctions related thereto. On
August 9, 2000, Viskase filed a Supplemental Motion for Sanctions. On
August 24, 2000, Pechiney responded to these motions and Viskase filed
its reply on September 14, 2000. Rulings on these motions are presently
set for October 13, 2000. Viskase's Answer to the Amended Complaint is
presently due October 23, 2000.
No part of the pending claims has been recorded in the Company's finan-
cial statements. Through June 30, 2000, $5.2 million in patent defense
costs had been accrued and capitalized.
In March 1997, Viskase 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 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 alleged that the defendants unlawfully
conspired to fix prices and allocate business in the sausage casings
industry. In December 1999, the plaintiff in this action voluntarily
dismissed the complaint without prejudice.
In late 1999 and early 2000, the Company and certain of its subsidiaries
and one other sausage manufacturer were named in ten virtually identical
civil complaints filed in the District of New Jersey by the following
plaintiffs: Smith Provision Co., Inc.; Parks LLC (d/b/a Parks Sausage
Company); Real Kosher Sausage Company, Inc.; Sahlen Packing Co., Inc.;
Marathon Enterprises, Inc.; Ventures East, Inc.; Keniston's, Inc.;
Smithfield Foods, Inc.; Clougherty Packing Co.; and Klement Sausage Co.
The District Circuit ordered all of these cases consolidated in the
District of New Jersey. Civil Action No. 99-5195-MLC (D.N.J.). Each
complaint brought on behalf of a purported class of sausage casings
customers alleges that the defendants unlawfully conspired to fix prices
and allocate business in the sausage casings industry. The Company and
its subsidiaries have filed answers to each of these complaints denying
liability.
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 (dollars in millions)
During the second quarter of 2000, the Company committed to a
restructuring plan to re-focus its remaining business. These actions
will reduce fixed costs. Restructuring actions resulted in a charge to
continuing operations of $2.7 million before tax and included costs
associated with voluntary and involuntary severance. As of June 30, 2000
cash payments against the reserve were $.1 million.
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.
In the second quarter of 2000, cash payments against the reserve were
$.2 million; total payments through June 30, 2000 were $9.8 million. An
amount of $.3 million identified as an excess reserve was reversed. A
remaining restructuring reserve of $1.4 million is included in accrued
liabilities on the balance sheet.
5. DISCONTINUED OPERATIONS (dollars in thousands)
On January 17, 2000, the Company's Board of Directors announced its
intent to sell the plastic barrier and non-barrier shrink film business.
The business being sold includes production facilities in the United
States, United Kingdom, and Brazil. The sale of the films business was
completed on August 31, 2000. The aggregate purchase price of $245
million will be used principally to retire debt, including the Senior
Secured Credit Facility and Junior Term Loans, pay GECC $47.0 million
per the amended amortization schedule, and for general corporate
purposes. The Company expects an approximate net gain on the sale in the
amount of $52 million. The gain will be recorded in the third quarter
2000 results. In conjunction with the sale of the films business, the
Company will shut down its oriented polypropylene (OPP) films business
located in Newton Aycliffe, England and the films operation in Canada;
the costs of this are included in the business discontinuance.
<PAGE>
Operating results from discontinued operations are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ ----------------------
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net sales $40,877 $39,813 $79,727 $76,744
Costs and expenses
Cost of sales 30,763 32,660 59,559 61,549
Selling, general and administrative 7,298 8,092 14,497 16,084
Amortization of intangibles 750 750 1,500 1,500
------- ------- ------- -------
Operating income 2,066 (1,689) 4,171 (2,389)
Interest income - 5 - 5
Interest expense 21 43 48 86
Other expense (income), net 1,274 374 1,668 1,449
------- ------- ------- -------
Income (loss) from discontinued
operations before taxes 771 (2,101) 2,455 (3,919)
Income tax provision (benefit) 67 (139) 520 1,414
------- ------- ------- -------
Net income (loss) from discontinued
operations $ 704 $(1,962) $ 1,935 $(5,333)
======= ======= ======= =======
</TABLE>
The net assets of the films segment included in the accompanying Balance
Sheets as of June 30, 2000 and December 31, 1999 consisted of the
following:
June 30, 2000 December 31, 1999
------------- -----------------
Accounts receivable, net $18,184 $19,537
Inventories 34,109 33,965
Other current assets 4,501 4,156
-------- --------
Total current assets 56,794 57,658
Property, plant and equipment, net 103,125 110,657
Long-term assets 10,926 12,459
-------- --------
Total assets 170,845 180,774
Accounts payable and other
current liabilities 26,942 28,396
Short-term debt 254 1,016
-------- --------
Total current liabilities 27,196 29,412
Long-term debt and lease obligations 305 465
Deferred and noncurrent income taxes 5,356 5,762
-------- --------
Total liabilities 32,857 35,639
Net Assets $137,988 $145,135
======== ========
<PAGE>
6. COMPREHENSIVE INCOME (dollars in thousands)
The following sets forth the components of other comprehensive (loss) and
the related income tax provision (benefit):
Three Months Three Months Six Months Six Months
Ended June Ended June Ended June Ended June
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- ---------- ----------
Foreign currency
translation
adjustment (1) $(785) $(1,258) $(2,090) $(2,253)
(1) Net of related tax (benefit) of $(502) and $(804) for the second
quarter ended 2000 and 1999, respectively, and $(1,336) and
$(1,440) for the first six months ended 2000 and 1999,
respectively.
<PAGE>
7. EARNINGS PER SHARE (EPS)
Following are the reconciliations of the numerators and denominators
of the basic and diluted EPS.
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended June Ended June Ended June Ended June
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- ---------- ----------
(in thousands, except for weighted average
shares outstanding)
<S> <C> <C> <C> <C>
NUMERATOR (in thousands):
Net (loss) available
to common stockholders:
From continuing operations: $(15,895) $(6,111) $(26,022) $(14,076)
Discontinued operations:
Income (loss) from
discontinued operations: 704 (1,962) 1,935 (5,333)
-------- ------- -------- --------
Net (loss) available to
common stockholders for
basic and diluted EPS $(15,191) $(8,073) $(24,087) $(19,409)
======== ======= ======== ========
DENOMINATOR:
Weighted average shares
outstanding
for basic EPS 15,095,505 14,875,506 15,090,574 14,871,305
Effect of dilutive securities 0 0 0 0
---------- ---------- ---------- ----------
Weighted average shares
outstanding
for diluted EPS 15,095,505 14,875,506 15,090,574 14,871,305
========== ========== ========== ==========
</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.
<PAGE>
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 the Company's 2001 financial
statements.
9. SUBSEQUENT EVENTS
On January 17, 2000, the Company's Board of Directors announced its intent to
sell the plastic barrier and non-barrier shrink film business. The business
being sold includes production facilities in the United States, United
Kingdom, and Brazil. The sale of the films business was completed on August
31, 2000. The aggregate purchase price of $245 million will be used
principally to retire debt, including the Senior Secured Credit Facility and
Junior Term Loans, pay GECC $47.0 million per the amended amortization
schedule, and for general corporate purposes. The Company expects an
approximate net gain on the sale in the amount of $52 million. The gain will
be recorded in the third quarter 2000 results. In conjunction with the sale
of the films business, the Company will shut down its oriented polypropylene
(OPP) films business located in Newton Aycliffe, England and the films
operation in Canada; the costs of this are included in the business
discontinuance.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The accompanying management's discussion and analysis of financial condition
and results of operations should be read in conjunction with the following
table:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- ------------------------------
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
---------- ---------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C>
Net sales:
Casings - continuing operations $51,134 $57,285 $102,904 $112,421
Films - discontinued operations 40,877 39,813 79,727 76,744
------- ------- -------- --------
$92,011 $97,098 $182,631 $189,165
======= ======= ======== ========
Operating income:
Casings - continuing operations $(3,688) $ 5,823 $(2,309) $ 7,681
Films - discontinued operations 2,066 (1,689) 4,171 (2,389)
------- ------- ------- --------
$(1,622) $ 4,134 $ 1,862 $ 5,292
======= ======= ======= ========
</TABLE>
June December
30, 2000 31, 1999
---------- ----------
(in thousands)
Identifiable assets:
Casings - continuing operations $300,598 $313,044
Films - discontinued operations 170,845 180,774
-------- --------
$471,443 $493,818
======== ========
Results of Operations
---------------------
The Company's net sales from continuing operations for the first six months
and second quarter of 2000 were $102.9 million and $51.1 million,
respectively, which represent a decrease of 8.5% and 10.7%, respectively,
from comparable periods of 1999. The decline in sales reflects the
continuing effect of reduced selling prices in the casings industry.
European sales were also negatively affected by foreign currency
translation due to the strengthening of the U.S. dollar.
Operating loss from continuing operations for the first six months and
second quarter of 2000 were $(2.3) million and $(3.7) million,
respectively. The operating loss resulted primarily from reduced selling
prices in the worldwide casings industry and a second quarter $2.7 million
restructuring charge intended to re-focus the remaining business.
Net interest expense from continuing operations for the six-month period
in 2000 totaled $24.8 million, representing an increase of $3.5 million
from the six-month period in 1999. The increase is primarily due to
deferred fees amortization and interest cost due to the refinancing in June
1999. (Refer to Note 2.)
Other expense from continuing operations of approximately $.6 million and
$3.1 million for the first six months of 2000 and 1999, respectively,
consists principally of 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 six months of 2000 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 $1.5 million was provided on a loss from continuing operations
of $27.5 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 January 17, 2000, the Company's Board of Directors announced its intent
to sell the plastic barrier and non-barrier shrink film business. The
business being sold includes production facilities in the United States,
United Kingdom, and Brazil. The sale of the films business was completed
on August 31, 2000. The aggregate purchase price of $245 million will be
used principally to retire debt, including the Senior Secured Credit
Facility and Junior Term Loans, pay GECC $47.0 million per the amended
amortization schedule, and for general corporate purposes. The Company
expects an approximate net gain on the sale in the amount of $52 million.
The gain will be recorded in the third quarter 2000 results. In conjunction
with the sale of the films business, the Company will shut down its
oriented polypropylene (OPP) films business located in Newton Aycliffe,
England and the films operation in Canada; the costs of this are included
in the business discontinuance.
Other
-----
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 the Company's 2001 financial
statements.
Liquidity and Capital Resources
-------------------------------
Cash and equivalents decreased by $.9 million during the six months ended
June 30, 2000. Cash flows provided by operating activities of $8.6 million
were used in investing activities of $7.5 million and financing activities
of $1.8 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 used in financing activities were principally due
to fees incurred on the financing. Cash flows used in investing activities
consist principally of capital expenditures for property, plant and
equipment.
During June 1999, Viskase Corporation and Viskase Sales Corporation entered
into two-year secured credit agreements consisting of a $50 million senior
revolving credit facility, including a $26 million sublimit for issuance
of letters of credit (Senior Revolving Credit Facility), a $50 million
senior term facility (Senior Term Facility), collectively the "Senior
Secured Credit Facility", and $35 million 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 million Senior Secured
Notes outstanding and obligations outstanding under the Company's existing
Revolving Credit Facility. The Senior Secured Credit Facility has a
maturity date of June 30, 2001.
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 $13.2 million outstanding under the Senior Revolving
Credit Facility at June 30, 2000.
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 June 30, 2000, the Company received an amendment and waiver under the
Company's Senior Secured Credit Facility and Junior Term Loans. The Company
determined that, as of June 30, 2000, without the amendment and waiver, it
would not have been in compliance with the tangible net worth and leverage
ratio covenants.
The Company entered into an Agreement dated March 3, 2000, amended March
9, 2000, March 23, 2000 and March 30, 2000, that extended the grace period
for the payment of its February 28, 2000 annual GECC lease payment in the
amount of $23.5 million. On April 13, 2000 the Company entered into an
Agreement and Amendment that extended the payment date to June 30, 2000 and
waived the noncompliance of the Fixed Charge Coverage Ratio for the quarter
ended December 31, 1999 and March 31, 2000. The June 30, 2000 payment
extension date was subsequently modified to September 26, 2000 under an
Agreement dated June 13, 2000.
Under the terms of the April 13, 2000 Agreement and Amendment with GECC,
the Company agreed to amend the amortization schedule of annual lease
payments, maintain a letter of credit in the amount of $23.5 million at all
times, limit additional borrowings and provide a subordinated security
interest collateralized by the Collateral Pool. Holders of the Senior
Secured Credit Facility and the Junior Term Loans consented to the payment
extensions and the subordinated security interest granted to GECC. The
revised amortization schedule is presented below. (See Note 9.)
August 31, 2000 $46,998
November 1, 2001 11,750
February 28, 2002 11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,499
The Company anticipates that its current cash position, its operating cash
flows, the availability under its credit agreement and proceeds from asset
sales will be sufficient to meet its operating expenses and current 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, using proceeds from asset sales,
litigation, if any, or selling additional equity capital.
Capital expenditures for continuing operations for the first six months of
2000 and 1999 totaled $6.3 million and $8.6 million, respectively. Capital
expenditures for discontinued operations for the first six months of 2000
totaled $1.2 million. Significant 2000 and 1999 capital expenditures for
continuing operations included costs associated with the Nucel(R) project
and a new information technology system at Viskase. Capital expenditures
for discontinued operations included additional production capacity for
specialty films. Capital expenditures for continuing operations for 2000
are expected to be approximately $7.5 million. Capital expenditures for
continuing operations for 2001 are expected to be $6.0 million.
The Company has spent approximately $8 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 2000
research and development and product introduction expenses are expected to
be in the $9 million range. 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.
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.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to certain market risks related to foreign currency
exchange rates. In order to manage the risk associated with this exposure
to such fluctuations, the Company uses derivative financial instruments.
The Company does not enter into derivatives for trading purposes.
The Company also prepared sensitivity analyses to determine the impact of
a hypothetical 10% devaluation of the U.S. dollar relative to the European
receivables and payables denominated in U.S. dollars. Based on its
sensitivity analyses at June 30, 2000, a 10% devaluation of the U.S. dollar
would affect the Company's annual consolidated operating results, financial
position and cash flows by approximately $0.4 million. The Company uses
foreign exchange forward contracts to manage the risk associated with its
exposure to foreign currency exchange rate fluctuations. At June 30, 2000,
there were no foreign exchange forward contracts outstanding.
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 June 30, 1999.
Item 3 - Defaults Upon Senior Securities
-------------------------------
None.
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5 - Other Information
-----------------
None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.39 Agreement and Amendment dated as of April 13, 2000, between
Viskase Corporation (the Lessee) and State Street Bank and
Trust Company (the Lessor) as Owner Trustee under the Trust
Agreement relating to the Lease Agreement dated as of December
18, 1990 (as amended and supplemented to the date hereof,
between the Lessee and the Lessor, as successor trustee to
Fleet National Bank formerly known as Shawmut Bank
Connecticut, National Association, formerly known as The
Connecticut National Bank.
10.40 Letter Agreement dated June 13, 2000, from GECC re (i)
Financing Agreement dated as of June 14, 1999, among The CIT
Group/Business Credit, Inc., the lenders party thereto and
Viskase Corporation and Viskase Sales Corporation, (ii) a
Financing Agreement dated as of June 14, 1999 among D.P. Kelly
& Associates, L.P. and Viskase, and (iii) a Financing Agreement
dated as of June 14, 1999, among the lenders party thereto and
Viskase.
10.41 Letter Agreement dated June 13, 2000, from CIT Group re
Financing Agreement dated as of June 14, 1999 by and among
Viskase Corporation, Viskase Sales Corporation and CIT
Group/Business Credit, Inc., as agents for the Lenders.
10.42 Letter Agreement dated June 13, 2000, from Magten Asset
Management Corporation re that certain Financing Agreement
dated as of June 14, 1999, by and among Viskase Corporation,
Viskase Sales Corporation, and the financial institutions that
are or may from time to time become parties thereto.
10.43 Letter Agreement dated June 13, 2000, from D.P. Kelly &
Associates re that certain Financing Agreement dated as of June
14, 1999, by and among Viskase Corporation, Viskase Sales
Corporation, and D.P. Kelly & Associates.
10.44 Amendment No. 1 dated as of June 30, 2000, to the Letter
Agreement and Amendment dated as of April 13, 2000, between
Viskase Corporation and State Street Bank and Trust Company, as
Owner Trustee under the Trust Agreement relating to the Lease
Agreement dated as of December 18, 1990 (as amended and
supplemented to the date hereof).
27 Financial Data Schedules.
(b) Reports on Form 8-K
(1) On July 7, 2000, Viskase Companies, Inc. announced that it
has signed a definitive agreement to sell its plastic
barrier and non-barrier shrink film business to Bemis
Company, Inc. for a purchase price of $245 million, which
includes $228 million in cash upon consummation of the
transaction and $17 million in accounts receivable
excluded from the transaction. The sale is subject to
customary conditions, including the receipt of
governmental and third party consents, and is expected to
close in August 2000.
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: September 22, 2000
