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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 September 30, 2003
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 000-22117
SILGAN HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1269834
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4 Landmark Square
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
(203)975-7110
Registrant's Telephone Number, Including Area Code
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
As of October 31, 2003, the number of shares outstanding of the Registrant's
common stock, $0.01 par value, was 18,265,042.
SILGAN HOLDINGS INC.
TABLE OF CONTENTS
Page No.
--------
Part I. Financial Information 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets at 3
September 30, 2003 and 2002 and December 31, 2002
Condensed Consolidated Statements of Income for 4
the three months ended September 30, 2003 and 2002
Condensed Consolidated Statements of Income for the 5
nine months ended September 30, 2003 and 2002
Condensed Consolidated Statements of Cash Flows for 6
the nine months ended September 30, 2003 and 2002
Condensed Consolidated Statements of Stockholders' 7
Equity for the nine months ended September 30, 2002
and 2003
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 19
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market 27
Risk
Item 4. Controls and Procedures 28
Part II. Other Information 28
Item 1. Legal Proceedings 28
Item 6. Exhibits and Reports on Form 8-K 29
Signatures 30
Exhibit Index 31
-2-
Part I. Financial Information
Item 1. Financial Statements
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited, see Note 1)
Sept. 30, Sept. 30, Dec. 31,
2003 2002 2002
---- ---- ----
Assets
Current assets
Cash and cash equivalents ........................ $ 33,576 $ 19,794 $ 58,318
Trade accounts receivable, net ................... 333,718 316,170 124,657
Inventories ...................................... 321,525 274,935 272,836
Prepaid expenses and other current assets ........ 11,125 13,512 13,988
---------- ---------- ----------
Total current assets ......................... 699,944 624,411 469,799
Property, plant and equipment, net .................... 809,113 688,008 705,746
Goodwill, net ......................................... 217,634 141,457 141,481
Other assets .......................................... 54,745 68,649 57,399
---------- ---------- ----------
$1,781,436 $1,522,525 $1,374,425
========== ========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Bank revolving loans ............................. $ 133,000 $ 148,000 $ --
Current portion of long-term debt ................ 21,670 1,750 20,170
Trade accounts payable ........................... 146,632 133,323 172,703
Accrued payroll and related costs ................ 71,116 55,604 56,238
Accrued liabilities .............................. 67,544 49,076 15,825
---------- ---------- ----------
Total current liabilities .................... 439,962 387,753 264,936
Long-term debt ........................................ 1,059,394 956,987 936,655
Other liabilities ..................................... 166,949 107,357 109,742
Stockholders' equity
Common stock ..................................... 209 209 209
Paid-in capital .................................. 125,551 124,872 124,872
Retained earnings ................................ 63,339 12,679 18,871
Accumulated other comprehensive loss ............. (13,575) (6,939) (20,467)
Treasury stock ................................... (60,393) (60,393) (60,393)
---------- ---------- ----------
Total stockholders' equity ................... 115,131 70,428 63,092
---------- ---------- ----------
$1,781,436 $1,522,525 $1,374,425
========== ========== ==========
See accompanying notes
-3-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three months ended September 30, 2003 and 2002
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
2003 2002
---- ----
Net sales ............................................... $760,971 $640,854
Cost of goods sold ...................................... 658,775 559,620
-------- --------
Gross profit ....................................... 102,196 81,234
Selling, general and administrative expenses ............ 28,130 20,364
Rationalization charges (credits) ....................... 7,653 (2,619)
-------- --------
Income from operations ............................. 66,413 63,489
Interest and other debt expense ......................... 21,571 19,977
-------- --------
Income before income taxes and equity in
earnings of affiliate ......................... 44,842 43,512
Provision for income taxes .............................. 18,079 17,379
-------- --------
Income before equity in earnings of affiliate ...... 26,763 26,133
Equity in earnings of affiliate, net of income taxes .... -- 65
-------- --------
Net income ......................................... $ 26,763 $ 26,198
======== ========
Earnings per share:
Basic net income per share ......................... $1.47 $1.44
===== =====
Diluted net income per share ....................... $1.45 $1.42
===== =====
Weighted average number of shares:
Basic ............................................. 18,253 18,226
Assumed exercise of employee stock options ........ 194 199
------ ------
Diluted ........................................... 18,447 18,425
====== ======
See accompanying notes.
-4-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the nine months ended September 30, 2003 and 2002
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
2003 2002
---- ----
Net sales .............................................. $1,760,588 $1,521,359
Cost of goods sold ..................................... 1,538,601 1,330,211
---------- ----------
Gross profit ...................................... 221,987 191,148
Selling, general and administrative expenses ........... 79,849 58,640
Rationalization charges (credits) ...................... 7,653 (4,878)
---------- ----------
Income from operations ............................ 134,485 137,386
Interest and other debt expense ........................ 60,398 55,845
---------- ----------
Income before income taxes and equity in
losses of affiliate ............................. 74,087 81,541
Provision for income taxes ............................. 29,338 32,214
---------- ----------
Income before equity in losses of affiliate ....... 44,749 49,327
Equity in losses of affiliate, net of income taxes ..... (281) (1,711)
---------- ----------
Net income ........................................ $ 44,468 $ 47,616
========== ==========
Earnings per share:
Basic net income per share ........................ $2.44 $2.63
===== =====
Diluted net income per share ...................... $2.42 $2.59
===== =====
Weighted average number of shares:
Basic ............................................. 18,242 18,102
Assumed exercise of employee stock options ........ 153 283
------ ------
Diluted ........................................... 18,395 18,385
====== ======
See accompanying notes.
-5-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2003 and 2002
(Dollars in thousands)
(Unaudited)
2003 2002
---- ----
Cash flows provided by (used in) operating activities
Net income .............................................. $ 44,468 $ 47,616
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ....................... 86,223 73,762
Rationalization charges (credits) ................... 7,653 (4,878)
Equity in losses of affiliate ....................... 457 2,805
Other changes that provided (used) cash, net
of effects from acquisitions:
Trade accounts receivable, net ................. (186,641) (171,267)
Inventories .................................... 30,267 (12,308)
Trade accounts payable ......................... (40,137) (40,528)
Accrued liabilities ............................ 44,783 20,343
Other, net ..................................... 16,981 18,207
--------- -----------
Net cash provided by (used in) operating
activities ........................................ 4,054 (66,248)
--------- -----------
Cash flows provided by (used in) investing activities
Purchases of businesses, net of cash acquired ........... (207,676) --
Capital expenditures .................................... (79,160) (77,653)
Proceeds from asset sales ............................... 1,619 844
--------- -----------
Net cash used in investing activities ............... (285,217) (76,809)
--------- -----------
Cash flows provided by (used in) financing activities
Borrowings under revolving loans ........................ 614,100 953,730
Repayments under revolving loans ........................ (481,100) (1,138,755)
Proceeds from stock option exercises .................... 485 4,303
Proceeds from issuance of long-term debt ................ 150,000 656,000
Repayments of long-term debt ............................ (25,000) (308,823)
Debt issuance costs ..................................... (2,064) (21,613)
--------- -----------
Net cash provided by financing activities ........... 256,421 144,842
--------- -----------
Cash and cash equivalents
Net (decrease) increase ................................. (24,742) 1,785
Balance at beginning of year ............................ 58,318 18,009
--------- -----------
Balance at end of period ................................ $ 33,576 $ 19,794
========= ===========
Interest paid ................................................ $ 42,091 $ 40,520
Income taxes paid, net of refunds ............................ 449 3,993
See accompanying notes.
-6-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
For the nine months ended September 30, 2002 and 2003
(Dollars and shares in thousands)
(Unaudited)
Common Stock Retained Accumulated
------------ Paid- earnings other Total
Par in (accumulated comprehensive Treasury stockholders'
Shares value capital deficit) income (loss) stock equity
------ ----- --------- ------------ ------------- -------- -------------
Balance at December 31, 2001 ............. 17,854 $205 $118,319 $(34,937) $ (8,046) $(60,393) $ 15,148
Comprehensive income:
Net income ............................ -- -- -- 47,616 -- -- 47,616
Minimum pension liability, net of
tax benefit of $74 .................. -- -- -- -- (115) -- (115)
Change in fair value of derivatives,
net of tax provision of $925 ........ -- -- -- -- 1,389 -- 1,389
Foreign currency translation .......... -- -- -- -- (167) -- (167)
--------
Comprehensive income ..................... 48,723
Stock option exercises, including
tax benefit of $2,254 .................. 377 4 6,553 -- -- -- 6,557
------ ---- -------- -------- -------- -------- --------
Balance at September 30, 2002 ............ 18,231 $209 $124,872 $ 12,679 $ (6,939) $(60,393) $ 70,428
====== ==== ======== ======== ======== ======== ========
Balance at December 31, 2002 ............. 18,231 $209 $124,872 $18,871 $(20,467) $(60,393) $63,092
Comprehensive income:
Net income ............................ -- -- -- 44,468 -- -- 44,468
Change in fair value of derivatives,
net of tax provision of $1,015 ....... -- -- -- -- 1,559 -- 1,559
Foreign currency translation .......... -- -- -- -- 5,333 -- 5,333
--------
Comprehensive income ..................... 51,360
Stock option exercises, including
tax benefit of $194 .................... 34 -- 679 -- -- -- 679
------ ---- -------- -------- -------- -------- --------
Balance at September 30, 2003 ............ 18,265 $209 $125,551 $ 63,339 $(13,575) $(60,393) $115,131
====== ==== ======== ======== ======== ======== ========
See accompanying notes.
-7-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 1. Significant Accounting Policies
Basis of Presentation. The accompanying unaudited condensed consolidated
financial statements of Silgan Holdings Inc., or Holdings, have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, the accompanying financial statements include all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation. The results of operations for any interim period are not
necessarily indicative of the results of operations for the full year.
The condensed consolidated balance sheet at December 31, 2002 has been derived
from our audited consolidated financial statements at that date, but does not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
You should read the accompanying condensed consolidated financial statements in
conjunction with our consolidated financial statements and notes thereto
included in our Annual Report on Form 10-K for the year ended December 31, 2002.
Certain prior year amounts have been reclassified to conform with the current
year's presentation.
Stock-Based Compensation. We have two stock-based compensation plans. We apply
the recognition and measurement principles of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for these plans. Accordingly, no compensation
expense for employee stock options is recognized, as all options granted under
these plans had an exercise price that was equal to or greater than the market
value of the underlying stock on the date of the grant.
-8-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 1. Significant Accounting Policies (continued)
Stock-Based Compensation (continued). If we had applied the fair value
recognition provisions of Statement of Financial Accounting Standards, or SFAS,
No. 123, "Accounting for Stock-Based Compensation," for the three and nine
months ended September 30, net income and basic and diluted earnings per share
would have been as follows:
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
---- ---- ---- ----
(Dollars in thousands, except per share data)
Net income, as reported .......................... $26,763 $26,198 $44,468 $47,616
Deduct: Total stock-based employee
compensation expense determined under
fair value method for all stock option
awards, net of income taxes .................. 317 76 1,010 783
------- ------- ------- -------
Pro forma net income ............................. $26,446 $26,122 $43,458 $46,833
======= ======= ======= =======
Earnings per share:
Basic net income per share - as reported ..... $1.47 $1.44 $2.44 $2.63
===== ===== ===== =====
Basic net income per share - pro forma ....... 1.45 1.43 2.38 2.59
===== ===== ===== =====
Diluted net income per share - as reported ... $1.45 $1.42 $2.42 $2.59
===== ===== ===== =====
Diluted net income per share - pro forma ..... 1.44 1.42 2.37 2.56
===== ===== ===== =====
Recently Issued Accounting Pronouncements. Effective January 1, 2003, we adopted
SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." Among other provisions, SFAS No.
145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt," and SFAS No. 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements," such that certain gains or losses from the extinguishment of debt
will no longer be classified as extraordinary items. Upon adoption in 2003, the
extraordinary item for loss on early extinguishment of debt of $1.0 million
before income taxes that was recorded in the second quarter of 2002 as a result
of the refinancing of our previous senior secured credit facility with our new
senior secured credit facility, or the Credit Agreement, was reclassified to
interest and other debt expense in the Condensed Consolidated Statements of
Income.
-9-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 1. Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements (continued). Effective January 1,
2003, we adopted SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," which is applicable to exit and disposal activities that
are initiated after December 31, 2002. SFAS No. 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force, or EITF, Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
the recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred. Under EITF Issue No. 94-3, a liability
for an exit cost was recognized at the date an entity committed to an exit plan.
In January 2003, the Financial Accounting Standards Board, or the FASB, issued
Interpretation, or FIN, No. 46, "Consolidation of Variable Interest Entities,"
which expands upon existing accounting guidance on consolidation. A variable
interest entity either does not have equity investors with voting rights or has
equity investors that do not provide sufficient financial resources for the
entity to support its activities. FIN No. 46 requires a variable interest entity
to be consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or is entitled to
receive a majority of the entity's residual returns. The provisions of FIN No.
46 are effective for us on December 31, 2003. We do not anticipate that the
adoption of FIN No. 46 will have a material effect on our financial position or
results of operations.
Note 2. Acquisitions
In January 2003, we acquired substantially all of the assets of Thatcher Tubes
LLC and its affiliates, or Thatcher Tubes, a privately held manufacturer and
marketer of decorated plastic tubes serving primarily the personal care
industry. Including recently installed additional production capacity, the
purchase price for the assets was approximately $32 million in cash. Thatcher
Tubes had annual net sales of approximately $29 million in 2002. Thatcher Tubes
operates as part of our plastic container business.
In March 2003, we acquired the remaining 65 percent equity interest in the Amcor
White Cap LLC, or White Cap, joint venture that we did not already own from
Amcor White Cap Inc. for approximately $37 million in cash and repaid debt and
purchased equipment subject to a third party lease for approximately $93
million. White Cap had annual net sales of approximately $250 million in 2002.
The business operates as part of our metal food container business.
In April 2003, we acquired PCP Can Manufacturing, Inc., or Pacific Coast Can, a
subsidiary of Pacific Coast Producers, or Pacific Coast, through which Pacific
Coast self-manufactured a majority of its metal food containers. The purchase
price was approximately $44 million in cash, including approximately $29 million
for inventory. As part of the transaction, we entered into a ten-year supply
agreement with Pacific Coast under which Pacific Coast has agreed to purchase
from us substantially all of its metal food container requirements.
-10-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 2. Acquisitions (continued)
We financed these acquisitions through a $150 million incremental term loan
borrowing and revolving loan borrowings under the Credit Agreement. These
acquisitions were accounted for using the purchase method of accounting.
Accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed based on their fair values at the date of acquisition, and
the businesses' results of operations have been included in our consolidated
operating results from the date of acquisition. The allocation of purchase price
is based on preliminary estimates and assumptions and is subject to revision
when valuations and integration plans have been finalized. Accordingly,
revisions to the allocation of purchase price, which may be significant, will be
reported in a future period as increases or decreases to amounts previously
reported.
Note 3. Rationalization Charges (Credits) and Acquisition Reserves
As part of our plans to integrate the operations of our various acquired
businesses, including the Food Metal and Specialty business of American National
Can Company, or AN Can, and to rationalize certain facilities, we have
established reserves for employee severance and benefits and plant exit costs.
Activity in our rationalization and acquisition reserves since December 31, 2002
is summarized as follows:
Employee Plant
Severance Exit
and Benefits Costs Total
------------ ----- -----
(Dollars in thousands)
Balance at December 31, 2002
- ----------------------------
AN Can Acquisition ................................ $ 747 $1,119 $ 1,866
Fairfield Plant Rationalization ................... -- 1,594 1,594
------- ------ -------
Balance at December 31, 2002 ...................... 747 2,713 3,460
Activity for the Nine Months Ended September 30, 2003
- -----------------------------------------------------
AN Can Acquisition ................................ (631) (924) (1,555)
Fairfield Plant Rationalization ................... -- (230) (230)
2003 Acquisition Reserves Established ............. 4,594 614 5,208
2003 Acquisition Reserves Utilized ................ (1,271) -- (1,271)
2003 Rationalization Reserves Established ......... 1,376 1,190 2,566
2003 Rationalization Reserves Utilized ............ (470) -- (470)
------- ------ -------
Total Activity .................................... 3,598 650 4,248
Balance at September 30, 2003
- -----------------------------
AN Can Acquisition ................................ 116 195 311
Fairfield Plant Rationalization ................... -- 1,364 1,364
2003 Acquisitions ................................. 3,323 614 3,937
2003 Rationalizations ............................. 906 1,190 2,096
------- ------ -------
Balance at September 30, 2003 ..................... $ 4,345 $3,363 $ 7,708
======= ====== =======
-11-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 3. Rationalization Charges (Credits) and Acquisition Reserves (continued)
2003 Acquisition Reserves
- -------------------------
During 2003, we established acquisition reserves in connection with our
purchases of Thatcher Tubes, White Cap and Pacific Coast Can aggregating
approximately $5.2 million, recorded pursuant to plans that we began to assess
and formulate at the date of the acquisitions and which will be finalized within
one year. As we continue to assess, formulate and finalize our integration
plans, there may be revisions to these acquisition reserves. Currently, these
plans include exiting the Lodi, California metal food can manufacturing facility
and the Chicago, Illinois and Queretaro, Mexico metal closures manufacturing
facilities. These reserves consisted of employee severance and benefits costs of
$4.6 million and plant exit costs of $0.6 million related to the planned closing
and downsizing of certain acquired facilities. Through September 30, 2003, a
total of $1.3 million has been expended for employee severance and benefits
related to these plans. At September 30, 2003, this reserve had a balance of
$3.9 million. Cash payments related to these acquisition reserves are expected
through 2004.
2003 Rationalizations
- ---------------------
In the third quarter of 2003, we approved and announced to employees our plans
to exit the Norwalk, Connecticut and Anaheim, California manufacturing
facilities of our plastic container business and the Queretaro, Mexico metal
closures manufacturing facility. These plans include the termination of
approximately 120 plant employees and other related exit costs. These decisions
resulted in a charge to earnings of $7.7 million in the third quarter of 2003.
This charge consisted of $5.1 million for the non-cash write-down in carrying
value of assets, $1.4 million for employee severance and benefits and $1.2
million for plant exit costs. Through September 30, 2003, in addition to the
write-down in carrying value of assets, a total of $0.5 million has been
expended for employee severance and benefits. At September 30, 2003, this
reserve had a balance of $2.1 million. Additional rationalization charges
related to these facility closings are expected in the fourth quarter of 2003.
The timing of certain cash payments is dependent upon the expiration of a lease
obligation. Accordingly, cash payments related to these reserves are expected
through 2010.
2002 Rationalization Credits
- ----------------------------
During the third quarter of 2002, in order to support new business we decided to
continue to operate our Kingsburg, California manufacturing facility. As a
result, we recorded a $2.1 million rationalization credit, which consisted of
$1.5 million related to certain assets with carrying values that were previously
written down but will now remain in service and $0.6 million for the reversal of
rationalization reserves related to employee severance and benefits and plant
exit costs. The assets that remained in service were recorded in our Condensed
Consolidated Balance Sheets at their depreciated cost, which approximated fair
value. Also, during the third quarter of 2002, all actions related to our
rationalization plans for our Northtown, Missouri and Waukegan, Illinois metal
food container manufacturing facilities related to employee severance and
benefits and plant exit costs were completed at amounts less than originally
estimated, and all actions related to our rationalization plan for our
Fairfield, Ohio plastic container manufacturing facility related to employee
severance were completed at amounts less than originally estimated. Accordingly,
we reversed $0.5 million of rationalization reserves as a rationalization
credit.
-12-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 3. Rationalization Charges (Credits) and Acquisition Reserves (continued)
During the first quarter of 2002, we placed certain assets of our metal food
container business with carrying values that were previously written down back
in service. As a result, we recorded a $2.3 million rationalization credit and
recorded those assets in our Condensed Consolidated Balance Sheets at their
depreciated cost, which approximated fair value.
Rationalization and acquisition reserves are included in the Condensed
Consolidated Balance Sheets as follows:
Sept. 30, Sept. 30, Dec. 31,
2003 2002 2002
---- ---- ----
(Dollars in thousands)
Accrued liabilities ........ $5,515 $1,883 $1,813
Other liabilities .......... 2,193 2,009 1,647
------ ------ ------
$7,708 $3,892 $3,460
====== ====== ======
Note 4. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is reported in the Condensed Consolidated
Statements of Stockholders' Equity. Amounts included in accumulated other
comprehensive loss consisted of the following:
Sept. 30, Sept. 30, Dec. 31,
2003 2002 2002
---- ---- ----
(Dollars in thousands)
Foreign currency translation ................ $ 3,335 $(2,083) $ (1,998)
Change in fair value of derivatives ......... (1,255) (1,878) (2,814)
Minimum pension liability ................... (15,655) (2,978) (15,655)
-------- ------- --------
Accumulated other comprehensive loss ..... $(13,575) $(6,939) $(20,467)
======== ======= ========
-13-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 5. Inventories
Inventories consisted of the following:
Sept. 30, Sept. 30, Dec. 31,
2003 2002 2002
---- ---- ----
(Dollars in thousands)
Raw materials ........................... $ 32,820 $ 32,153 $ 31,925
Work-in-process ......................... 61,100 51,101 50,941
Finished goods .......................... 204,268 171,264 171,341
Spare parts and other ................... 20,576 13,916 13,944
-------- -------- --------
318,764 268,434 268,151
Adjustment to value inventory
at cost on the LIFO method .......... 2,761 6,501 4,685
-------- -------- --------
$321,525 $274,935 $272,836
======== ======== ========
Note 6. Investment in Affiliate
Effective July 1, 2001, we formed a joint venture company with Schmalbach-Lubeca
AG that is a leading supplier of an extensive range of metal and plastic
closures to consumer goods packaging companies in the food and beverage
industries in North America. The venture operated under the name Amcor White Cap
LLC. We contributed certain metal closure assets and liabilities, including our
manufacturing facilities in Evansville and Richmond, Indiana, in return for a 35
percent interest in and $32.4 million of cash proceeds from the joint venture.
Schmalbach-Lubeca AG contributed the remaining metal and plastic closure
operations to the joint venture. In July 2002, Amcor Ltd. purchased
Schmalbach-Lubeca AG's interest in the joint venture.
As discussed in Note 2, in March 2003, we acquired the remaining 65 percent
interest in the White Cap joint venture that we did not already own. The
business now operates under the name Silgan Closures LLC, or Silgan Closures.
Prior to our acquisition of White Cap, we accounted for our investment in the
White Cap joint venture using the equity method. For the first two months of
2003, we recorded equity in losses of White Cap of $0.3 million, net of income
taxes. The results of Silgan Closures since March 2003 have been included with
the results of our metal food container business. For the third quarter of 2002,
we recorded equity in earnings of White Cap of $0.1 million, net of income
taxes. For the nine months ended September 30, 2002, we recorded equity in
losses of White Cap of $1.7 million, net of income taxes.
-14-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 7. Long-Term Debt
Long-term debt consisted of the following:
Sept. 30, Sept. 30, Dec. 31,
2003 2002 2002
---- ---- ----
(Dollars in thousands)
Bank debt
Bank revolving loans ............... $ 133,000 $ 148,000 $ --
Bank A term loans .................. 100,000 100,000 100,000
Bank B term loans .................. 498,250 350,000 348,250
---------- ---------- --------
Total bank debt ................. 731,250 598,000 448,250
Subordinated debt
9% Senior Subordinated Debentures .. 479,814 505,737 505,575
Other .............................. 3,000 3,000 3,000
---------- ---------- --------
Total subordinated debt ......... 482,814 508,737 508,575
---------- ---------- --------
Total debt .............................. 1,214,064 1,106,737 956,825
Less current portion ............... 154,670 149,750 20,170
---------- ---------- --------
$1,059,394 $ 956,987 $936,655
========== ========== ========
6 3/4% Notes
- ------------
On November 14, 2003, we expect to issue $200 million aggregate principal amount
of 6 3/4% Senior Subordinated Notes due 2013, or the 6 3/4% Notes, in a private
placement. The 6 3/4% Notes will be general unsecured obligations of Holdings,
subordinate in right of payment to obligations under the Credit Agreement and
effectively subordinate to all obligations of the subsidiaries of Holdings.
Interest on the 6 3/4% Notes will be payable semi-annually in cash. The 6 3/4%
Notes are subject to certain transfer restrictions until we complete a
registered exchange offer. The net cash proceeds from this issuance are expected
to be used to redeem a portion of our 9% Debentures.
Credit Agreement
- ----------------
On November 13, 2003, we amended the Credit Agreement to, among other things,
increase the uncommitted incremental term loan facility by $200 million and
provide us with greater ability to redeem the 9% Debentures or any other
subordinated indebtedness. This increases our uncommitted incremental term loan
facility under the Credit Agreement to $325 million. Additionally, we have
received commitments from lenders under the Credit Agreement to provide us with
up to $200 million of incremental term loans subject to the satisfaction of
certain conditions. The terms of these incremental term loans are expected to be
the same as those for B term loans under the Credit Agreement. We anticipate
using the proceeds from these incremental term loans and other funds to fully
redeem all remaining outstanding 9% Debentures. If and once these commitments
are funded, our uncommitted incremental term loan facility under the Credit
Agreement will be reduced to $125 million.
-15-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 7. Long-Term Debt (continued)
Credit Agreement (continued)
- ----------------
On March 3, 2003, we completed a $150 million incremental term loan borrowing
under the Credit Agreement. The proceeds were used largely to finance the
acquisitions of White Cap and Thatcher Tubes. The terms of this incremental term
loan borrowing are the same as those for B term loans under the Credit
Agreement.
9% Debentures
- -------------
On August 29, 2003, we redeemed $25 million principal amount of our 9% Senior
Subordinated Debentures due 2009, or the 9% Debentures. The redemption price was
103.375% of the principal amount of the 9% Debentures redeemed, or approximately
$25.8 million, plus accrued and unpaid interest to the redemption date. As
permitted under the Credit Agreement, we funded this redemption with lower cost
revolving loans under the Credit Agreement. As a result of this redemption, we
recorded a loss on early extinguishment of debt of approximately $1.0 million in
the third quarter of 2003 for the premium paid in connection with this
redemption and for the write-off of unamortized debt issuance costs and
unamortized premium related to the redeemed 9% Debentures. This loss on early
extinguishment of debt was recorded as interest and other debt expense in the
Condensed Consolidated Statements of Income. This redemption reduced the
principal amount of 9% Debentures outstanding to $475 million.
During the fourth quarter of 2003, we anticipate that we will fully redeem the
$475 million remaining outstanding principal amount of the 9% Debentures. The
redemption price will be 103.375% of the principal amount of the outstanding 9%
Debentures, or approximately $491.0 million, plus accrued and unpaid interest,
if any, to the redemption date. We anticipate funding this redemption with the
proceeds from the issuance of the 6 3/4% Notes and from incremental term loans
and other funds under the Credit Agreement. As a result of this anticipated
redemption, we expect to record a loss on early extinguishment of debt of
approximately $18.2 million in the fourth quarter of 2003 for the premium paid
in connection with this redemption and for the write-off of unamortized debt
issuance costs and unamortized premium related to the redeemed 9% Debentures.
This loss on early extinguishment of debt will be recorded as interest and other
debt expense in the Condensed Consolidated Statements of Income.
General
- -------
In June 2003, we entered into an interest rate swap agreement for an aggregate
notional principal amount of $100 million. Under this agreement, we will pay a
fixed rate of interest of 1.3 percent and receive a floating rate of interest
based on three month LIBOR. This agreement matures in June 2005 and is accounted
for as a cash flow hedge.
At September 30, 2003, amounts expected to be repaid within one year consisted
of $133.0 million of bank revolving loans related primarily to seasonal working
capital needs and $21.7 million of bank term loans.
-16-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 8. Business Segment Information
Reportable business segment information for our business segments is as follows:
Metal Food Plastic
Containers(1) Containers(2) Corporate Total
---------- ---------- --------- -----
(Dollars in thousands)
Three Months Ended September 30, 2003
- -------------------------------------
Net sales .................................... $ 621,721 $139,250 $ -- $ 760,971
Depreciation and amortization(3) ............. 18,185 10,785 9 28,979
Segment income from operations ............... 63,491 4,326 (1,404) 66,413
Three Months Ended September 30, 2002
- -------------------------------------
Net sales .................................... $ 517,279 $123,575 $ -- $ 640,854
Depreciation and amortization(3) ............. 15,508 8,798 11 24,317
Segment income from operations ............... 55,440 9,551 (1,502) 63,489
Nine Months Ended September 30, 2003
- ------------------------------------
Net sales .................................... $1,335,091 $425,497 $ -- $1,760,588
Depreciation and amortization(3) ............. 52,405 30,776 31 83,212
Segment income from operations ............... 101,369 37,131 (4,015) 134,485
Nine Months Ended September 30, 2002
- ------------------------------------
Net sales .................................... $1,144,237 $377,122 $ -- $1,521,359
Depreciation and amortization(3) ............. 44,266 26,773 44 71,083
Segment income from operations ............... 100,379 41,200 (4,193) 137,386
- -------------
(1) Segment income from operations includes a rationalization charge of $0.6 million recorded in the third
quarter of 2003 and rationalization credits of $2.3 million in each of the first and third quarters of 2002.
(2) Segment income from operations includes a rationalization charge of $7.1 million recorded in the third
quarter of 2003 and a rationalization credit of $0.3 million recorded in the third quarter of 2002.
(3) Depreciation and amortization excludes amortization of debt issuance costs of $1.1 million and $0.9 million
for the three months ended September 30, 2003 and 2002, respectively, and $3.0 million and $2.7 million for
the nine months ended September 30, 2003 and 2002, respectively.
-17-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2003 and 2002 and for the
three and nine months then ended is unaudited)
Note 8. Business Segment Information (continued)
Total segment income from operations is reconciled to income before income taxes
and equity in earnings (losses) of affiliate as follows:
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
---- ---- ---- ----
(Dollars in thousands)
Total segment income from operations ..... $66,413 $63,489 $134,485 $137,386
Interest and other debt expense .......... 21,571 19,977 60,398 55,845
------- ------- -------- --------
Income before income taxes and
equity in earnings (losses)
of affiliate ....................... $44,842 $43,512 $ 74,087 $ 81,541
======= ======= ======== ========
Note 9. Related Party Transactions
Previously, pursuant to management services agreements, or the Management
Agreements, entered into between each of Holdings, Silgan Containers Corporation
and Silgan Plastics Corporation and S&H Inc., or S&H, a company wholly owned by
R. Philip Silver, the Chairman and Co-Chief Executive Officer of Holdings, and
D. Greg Horrigan, the President and Co-Chief Executive Officer of Holdings, S&H
provided Holdings and its subsidiaries with general management, supervision and
administrative services. The parties to the Management Agreements agreed to
terminate the Management Agreements effective January 1, 2003. As a result,
Messrs. Silver and Horrigan became employees of Holdings effective January 1,
2003, and neither Holdings nor its subsidiaries will make any payment in 2003
under the Management Agreements.
-18-
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Statements included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this Quarterly Report on
Form 10-Q which are not historical facts are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and Securities Exchange Act of 1934. Such forward-looking
statements are made based upon management's expectations and beliefs concerning
future events impacting us and therefore involve a number of uncertainties and
risks, including, but not limited to, those described in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 and our other filings with
the Securities and Exchange Commission. As a result, the actual results of our
operations or our financial condition could differ materially from those
expressed or implied in these forward-looking statements.
RESULTS OF OPERATIONS
The following table sets forth certain unaudited income statement data expressed
as a percentage of net sales for the periods presented.
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
---- ---- ---- ----
Net sales
Metal food containers........................... 81.7% 80.7% 75.8% 75.2%
Plastic containers.............................. 18.3 19.3 24.2 24.8
----- ----- ----- -----
Consolidated................................. 100.0 100.0 100.0 100.0
Cost of goods sold................................ 86.6 87.3 87.4 87.4
----- ----- ----- -----
Gross profit...................................... 13.4 12.7 12.6 12.6
Selling, general and administrative expenses...... 3.7 3.2 4.6 3.9
Rationalization charges (credits) ................ 1.0 (0.4) 0.4 (0.3)
----- ----- ----- -----
Income from operations............................ 8.7 9.9 7.6 9.0
Interest and other debt expense................... 2.8 3.1 3.4 3.7
----- ----- ----- -----
Income before income taxes and equity in
earnings (losses) of affiliate.................. 5.9 6.8 4.2 5.3
Provision for income taxes........................ 2.4 2.7 1.7 2.1
----- ----- ----- -----
Income before equity in earnings (losses) of
affiliate....................................... 3.5 4.1 2.5 3.2
Equity in earnings (losses) of affiliate, net of
income taxes.................................... -- -- -- (0.1)
----- ----- ----- -----
Net income........................................ 3.5% 4.1% 2.5% 3.1%
===== ===== ===== =====
-19-
Summary unaudited results of operations for the three and nine months ended
September 30, 2003 and 2002 are provided below.
Three Months Ended Nine Months Ended
------------------ -----------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
---- ---- ---- ----
(Dollars in millions)
Net sales
Metal food containers ........ $621.7 $517.3 $1,335.1 $1,144.3
Plastic containers ........... 139.3 123.6 425.5 377.1
------ ------ -------- --------
Consolidated .............. $761.0 $640.9 $1,760.6 $1,521.4
====== ====== ======== ========
Income from operations
Metal food containers(1) ..... $ 63.5 $ 55.4 $ 101.4 $ 100.4
Plastic containers(2) ........ 4.3 9.6 37.1 41.2
Corporate .................... (1.4) (1.5) (4.0) (4.2)
------ ------ -------- --------
Consolidated .............. $ 66.4 $ 63.5 $ 134.5 $ 137.4
====== ====== ======== ========
- -------------
(1) Includes a rationalization charge of $0.6 million recorded in the third
quarter of 2003 and rationalization credits of $2.3 million in each of
the first and third quarters of 2002.
(2) Includes a rationalization charge of $7.1 million recorded in the third
quarter of 2003 and a rationalization credit of $0.3 million recorded
in the third quarter of 2002.
Three Months Ended September 30, 2003 Compared with Three Months Ended September
30, 2002
Net sales. Consolidated net sales increased $120.1 million, or 18.7 percent, to
$761.0 million for the third quarter of 2003, as compared to net sales of $640.9
million for the third quarter of 2002. This increase was the result of higher
net sales in the metal food container business due to the acquisitions of the
White Cap closures and Pacific Coast Can manufacturing businesses and higher net
sales of the plastic container business due in part to the acquisition of
Thatcher Tubes.
Net sales for the metal food container business were $621.7 million for the
third quarter of 2003, an increase of $104.4 million, or 20.2 percent, from net
sales of $517.3 million for the third quarter of 2002. This increase was largely
attributable to the inclusion of net sales of recently acquired businesses.
Excluding net sales of Silgan Closures, net sales of the metal food container
business for the third quarter of 2003 increased 7.2 percent due to increased
sales volumes as a result of the acquisition of the Pacific Coast Can
manufacturing business and slightly higher average selling prices as compared to
the third quarter in 2002.
Net sales for the plastic container business of $139.3 million for the third
quarter of 2003 increased $15.7 million, or 12.7 percent, from net sales of
$123.6 million for the third quarter of 2002. This increase was primarily a
result of higher unit volume due in part to the acquisition of Thatcher Tubes
and higher average selling prices due to the pass through of higher resin costs
as compared to the same period last year.
-20-
Cost of goods sold. Cost of goods sold as a percentage of consolidated net sales
was 86.6 percent for the third quarter of 2003, a decrease of 0.7 percentage
points as compared to 87.3 percent for the same period in 2002. The increase in
gross profit margin was primarily attributable to increased sales of value-added
products and a reduction in costs incurred by the metal food container business
to absorb new volume awarded in 2002, partially offset by higher employee health
and welfare costs.
Selling, general and administrative expenses. Selling, general and
administrative expenses as a percentage of consolidated net sales increased by
0.5 percentage points to 3.7 percent for the third quarter of 2003, as compared
to 3.2 percent for the same period in 2002. This increase was largely the result
of the higher selling, general and administrative expense levels at the recently
acquired White Cap closures and Thatcher Tubes businesses, as well as higher
insurance and employee health and welfare costs.
Income from operations. Income from operations for the third quarter of 2003
increased $2.9 million, or 4.6 percent, to $66.4 million, as compared to $63.5
million in the same period in 2002. Operating margin for the third quarter of
2003 decreased 1.2 percentage points to 8.7 percent, as compared to 9.9 percent
for the same period in 2002. The increase in income from operations was largely
due to the inclusion of the results of the recently acquired businesses and
higher net sales in the plastic container business, partially offset by
rationalization charges in 2003 as compared to rationalization credits in 2002.
Income from operations of the metal food container business for the third
quarter of 2003 increased $8.1 million, or 14.6 percent, to $63.5 million as
compared to $55.4 million for the third quarter of 2002, while operating margin
decreased 0.5 percentage points to 10.2 percent as compared to 10.7 percent for
the same period in 2002. The increase in income from operations was principally
due to higher net sales largely as a result of the recently acquired businesses,
increased sales of value-added products and a reduction in costs incurred to
absorb new volume awarded in 2002, partially offset by a rationalization charge
of $0.6 million in the third quarter of 2003 as compared to a rationalization
credit of $2.3 million in the same quarter last year, higher depreciation
expense and increased employee health and welfare costs.
Income from operations of the plastic container business for the third quarter
of 2003 decreased $5.3 million, or 55.2 percent, to $4.3 million as compared to
$9.6 million for the same period in 2002, while operating margin decreased 4.7
percentage points to 3.1 percent as compared to 7.8 percent for the third
quarter of 2002. The decrease in income from operations was primarily a result
of rationalization charges of $7.1 million (including the non-cash write-down in
carrying value of assets of approximately $5.1 million) related to closing two
manufacturing facilities. Excluding the impact of rationalization charges,
income from operations increased due to higher unit volumes and improved
productivity, partially offset by the impact of heightened competitive activity,
higher depreciation expense and higher employee health and welfare costs.
Interest and other debt expense. Interest and other debt expense increased $1.6
million to $21.6 million for the third quarter of 2003 as compared to the same
period in 2002. This increase resulted primarily from a loss on early
extinguishment of debt of $1.0 million for the premium paid and write-off of
unamortized debt issuance costs and premium as a result of the redemption of $25
million of 9% Debentures in August 2003 and higher average borrowings due to
three acquisitions completed in early 2003, partially offset by a lower average
interest rate primarily due to lower LIBOR rates.
Income taxes. The provision for income taxes for the third quarter of 2003 and
2002 was recorded at an effective income tax rate of 40.3 percent and 39.9
percent, respectively.
-21-
Net income and earnings per share. Net income for the third quarter of 2003 was
$26.8 million, or $1.45 per diluted share, as compared to net income of $26.2
million, or $1.42 per diluted share, for the third quarter of 2002.
Nine Months Ended September 30, 2003 Compared with Nine Months Ended September
30, 2002
Net sales. Consolidated net sales increased $239.2 million, or 15.7 percent, to
$1,760.6 million for the nine months ended September 30, 2003, as compared to
net sales of $1,521.4 million for the same nine months in the prior year. This
increase was largely the result of higher net sales in the metal food container
business due to the acquisitions of the White Cap closures and Pacific Coast Can
manufacturing businesses in early 2003 and higher volumes in the plastic
container business due in part to the acquisition of Thatcher Tubes in January
2003.
Net sales for the metal food container business were $1,335.1 million for the
nine months ended September 30, 2003, an increase of $190.8 million, or 16.7
percent, from net sales of $1,144.3 million for the same nine months in the
prior year. This increase was primarily attributable to the inclusion of net
sales of the recently acquired businesses in 2003. Excluding net sales of Silgan
Closures, net sales of the metal food container business for the nine months
ended September 30, 2003 increased 3.3 percent due to increased sales volumes as
a result of the acquisition of the Pacific Coast Can manufacturing business and
slightly higher selling prices as compared to the same nine months in the prior
year.
Net sales for the plastic container business of $425.5 million for the nine
months ended September 30, 2003 increased $48.4 million, or 12.8 percent, from
net sales of $377.1 million for the same nine months in the prior year. This
increase was primarily a result of higher unit volume due in part to the
acquisition of Thatcher Tubes in January 2003 and higher average selling prices
due to the pass through of higher resin costs.
Cost of goods sold. Cost of goods sold as a percentage of consolidated net sales
was essentially unchanged at 87.4 percent for the nine months ended September
30, 2003 as compared to the same period in 2002.
Selling, general and administrative expenses. Selling, general and
administrative expenses as a percentage of consolidated net sales increased by
0.7 percentage points to 4.6 percent for the nine months ended September 30,
2003, as compared to 3.9 percent for the same period in 2002. This increase was
largely the result of the higher selling, general and administrative expense
levels at the recently acquired White Cap closures and Thatcher Tubes
businesses, as well as higher employee health and welfare costs.
Income from operations. Income from operations for the nine months ended
September 30, 2003 decreased $2.9 million, or 2.1 percent, to $134.5 million, as
compared to $137.4 million in the same period in 2002. Operating margin for the
nine months ended September 30, 2003 decreased 1.4 percentage points to 7.6
percent, as compared to 9.0 percent for the same period in 2002. These decreases
were primarily a result of rationalization charges in 2003 as compared to
rationalization credits in 2002, higher depreciation expense and higher employee
health and welfare costs, partially offset by the inclusion of the results of
the businesses acquired in early 2003, increased sales of value-added products
and a reduction in costs incurred by the metal food container business to absorb
new volume awarded in 2002.
-22-
Income from operations of the metal food container business for the nine months
ended September 30, 2003 increased $1.0 million to $101.4 million as compared to
$100.4 million for the same period in 2002. Operating margin for the metal food
container business decreased 1.2 percentage points to 7.6 percent as compared to
8.8 percent for the same period in 2002. The increase in income from operations
was principally due to the inclusion of the results of the recently acquired
businesses in 2003, increased sales of value-added products and a reduction in
costs incurred to absorb new volume awarded in 2002, partially offset by a
rationalization charge of $0.6 million in 2003 as compared to a rationalization
credit of $2.6 million in 2002 related to placing certain previously written
down assets back in service, higher depreciation expense and increased employee
health and welfare costs.
Income from operations of the plastic container business for the nine months
ended September 30, 2003 decreased $4.1 million, or 10.0 percent, to $37.1
million as compared to $41.2 million for the same period in 2002, while
operating margin decreased 2.2 percentage points to 8.7 percent as compared to
10.9 percent for the same period in 2002. The decrease in income from operations
was primarily a result of rationalization charges of $7.1 million in 2003
related to closing two manufacturing facilities. Excluding the impact of
rationalization charges, income from operations increased due to higher unit
volumes largely due to the acquisition of Thatcher Tubes in January 2003 and
improved productivity, partially offset by the impact of heightened competitive
activity, higher depreciation expense and higher employee health and welfare
costs.
Interest and other debt expense. Interest and other debt expense increased $4.6
million to $60.4 million for the nine months ended September 30, 2003 as
compared to the same period in 2002. This increase resulted primarily from
higher average borrowings due to the three acquisitions completed in early 2003.
The average interest rate was lower for the first nine months of 2003 as
compared to the same period in 2002, as lower LIBOR rates more than offset the
impact of the add-on issuance of $200 million of 9% Debentures at the end of
April 2002 and higher interest rate spreads over LIBOR as a result of the
refinancing of our previous senior secured credit facility with the Credit
Agreement at the end of June 2002. As a result of our redemption of $25 million
of 9% Debentures in August 2003, interest and other debt expense for the first
nine months of 2003 included a loss on early extinguishment of debt of $1.0
million. As a result of the refinancing of our previous senior secured credit
facility, interest expense for the first nine months of 2002 included a loss on
early extinguishment of debt of $1.0 million for the write-off of unamortized
debt issuance costs related to that credit facility.
Income taxes. The provision for income taxes for the nine months ended September
30, 2003 and 2002 was recorded at an effective annual income tax rate of 39.6
percent and 39.5 percent, respectively.
Net income and earnings per share. Net income for the nine months ended
September 30, 2003 was $44.5 million, or $2.42 per diluted share, as compared to
net income of $47.6 million, or $2.59 per diluted share, for the same period in
2002.
CAPITAL RESOURCES AND LIQUIDITY
Our principal sources of liquidity have been net cash from operating activities
and borrowings under the Credit Agreement. Our liquidity requirements arise
primarily from our obligations under the indebtedness incurred in connection
with our acquisitions and the refinancing of that indebtedness, capital
investment in new and existing equipment and the funding of our seasonal working
capital needs.
-23-
For the nine months ended September 30, 2003, we used net borrowings of
revolving loans of $133.0 million, incremental term loan borrowings of $150.0
million under the Credit Agreement, cash balances of $24.7 million, cash
provided by operations of $4.1 million, proceeds from asset sales of $1.6
million and proceeds from stock option exercises of $0.5 million to fund the
acquisitions of White Cap, Thatcher Tubes and Pacific Coast Can for $207.7
million, capital expenditures of $79.2 million, the partial redemption of $25
million of 9% Debentures and debt issuance costs of $2.0 million.
For the nine months ended September 30, 2002, we used proceeds of $206.0 million
from the add-on issuance of 9% Debentures, proceeds from stock option exercises
of $4.3 million and proceeds from asset sales of $0.8 million to fund capital
expenditures of $77.6 million, cash used in operations of $66.2 million
primarily for our seasonal working capital needs, net repayments of revolving
loans and long-term debt of $43.9 million and debt issuance costs of $21.6
million and to increase cash balances by $1.8 million.
Because we sell metal containers used in fruit and vegetable pack processing, we
have seasonal sales. As is common in the industry, we must utilize working
capital to build inventory and then carry accounts receivable for some customers
beyond the end of the packing season. Due to our seasonal requirements, we incur
short-term indebtedness to finance our working capital requirements.
During the third quarter of 2003, we utilized approximately $176.4 million of
revolving loans under the Credit Agreement for our peak seasonal working capital
requirements, excluding borrowings to initially fund acquisitions and redeem 9%
Debentures. We may use the available portion of our revolving loan facility
under the Credit Agreement, after taking into account our seasonal needs and
outstanding letters of credit, for acquisitions and other permitted purposes.
As of September 30, 2003, we had $133.0 million of revolving loans outstanding
under the Credit Agreement related primarily to seasonal working capital needs.
The unused portion of the revolving loan facility under the Credit Agreement at
September 30, 2003, after taking into account outstanding letters of credit, was
$245.1 million.
On November 14, 2003, we expect to issue $200 million aggregate principal amount
of 6 3/4% Senior Subordinated Notes due 2013 in a private placement. The 6 3/4%
Notes will be general unsecured obligations of Holdings, subordinate in right of
payment to obligations under the Credit Agreement and effectively subordinate to
all obligations of the subsidiaries of Holdings. Interest on the 6 3/4% Notes
will be payable semi-annually in cash. The 6 3/4% Notes are subject to certain
transfer restrictions until we complete a registered exchange offer. The net
cash proceeds from this issuance are expected to be used to redeem a portion of
our 9% Debentures.
On November 13, 2003, we amended the Credit Agreement to, among other things,
increase the uncommitted incremental term loan facility by $200 million and
provide us with greater ability to redeem the 9% Debentures or any other
subordinated indebtedness. This increases our uncommitted incremental term loan
facility under the Credit Agreement to $325 million. Additionally, we have
received commitments from lenders under the Credit Agreement to provide us with
up to $200 million of incremental term loans subject to the satisfaction of
certain conditions. The terms of these incremental term loans are expected to be
the same as those for B term loans under the Credit Agreement. We anticipate
using the proceeds from these incremental term loans and other funds to fully
redeem all remaining outstanding 9% Debentures. If and once these commitments
are funded, our uncommitted incremental term loan facility under the Credit
Agreement will be reduced to $125 milllion.
-24-
On March 3, 2003, we completed a $150 million incremental term loan borrowing
under the Credit Agreement. The proceeds were used largely to finance the
acquisitions of White Cap and Thatcher Tubes. The terms of this incremental term
loan borrowing are the same as those for B term loans under the Credit
Agreement.
On August 29, 2003, we redeemed $25 million principal amount of our 9%
Debentures. The redemption price was 103.375% of the principal amount of the 9%
Debentures redeemed, or approximately $25.8 million, plus accrued and unpaid
interest to the redemption date. As permitted under the Credit Agreement, we
funded this redemption with lower cost revolving loans under the Credit
Agreement. As a result of this redemption, we recorded a loss on early
extinguishment of debt of approximately $1.0 million in the third quarter of
2003 for the premium paid in connection with this redemption and for the
write-off of unamortized debt issuance costs and unamortized premium related to
the redeemed 9% Debentures. This loss on early extinguishment of debt was
recorded as interest and other debt expense in the Condensed Consolidated
Statements of Income. This redemption reduced the principal amount of 9%
Debentures outstanding to $475 million.
During the fourth quarter of 2003, we anticipate that we will fully redeem the
$475 million remaining outstanding principal amount of the 9% Debentures. The
redemption price will be 103.375% of the principal amount of the outstanding 9%
Debentures, or approximately $491.0 million, plus accrued and unpaid interest,
if any, to the redemption date. We anticipate funding this redemption with the
proceeds from the issuance of the 6 3/4% Notes and from incremental term loans
and other funds under the Credit Agreement. As a result of this anticipated
redemption, we expect to record a loss on early extinguishment of debt of
approximately $18.2 million in the fourth quarter of 2003 for the premium paid
in connection with this redemption and for the write-off of unamortized debt
issuance costs and unamortized premium related to the redeemed 9% Debentures.
This loss on early extinguishment of debt will be recorded as interest and other
debt expense in the Condensed Consolidated Statements of Income.
Our Board of Directors has authorized the repurchase of up to $70 million of our
common stock. As of September 30, 2003, we have repurchased 2,708,975 shares of
our common stock for an aggregate cost of approximately $61.0 million. We intend
to finance future repurchases, if any, of our common stock with revolving loan
borrowings. For the nine months ended September 30, 2003 and 2002, we did not
repurchase any shares of our common stock.
During 2003, we established acquisition reserves in connection with our
purchases of Thatcher Tubes, White Cap and Pacific Coast Can aggregating
approximately $5.2 million, recorded pursuant to plans that we began to assess
and formulate at the date of the acquisitions and which will be finalized within
one year. As we continue to assess, formulate and finalize our integration
plans, there may be revisions to these acquisition reserves. Currently, these
plans include exiting the Lodi, California metal food can manufacturing facility
and the Chicago, Illinois and Queretaro, Mexico metal closures manufacturing
facilities. These reserves consisted of employee severance and benefits costs of
$4.6 million and plant exit costs of $0.6 million related to the planned closing
and downsizing of certain acquired facilities. Through September 30, 2003, a
total of $1.3 million has been expended for employee severance and benefits
related to these plans. At September 30, 2003, this reserve had a balance of
$3.9 million. Cash payments related to these acquisition reserves are expected
through 2004. You should also read Note 3 to our Condensed Consolidated
Financial Statements for the three and nine months ended September 30, 2003
included elsewhere in this Quarterly Report.
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In the third quarter of 2003, we approved and announced to employees our plans
to exit the Norwalk, Connecticut and Anaheim, California manufacturing
facilities of our plastic container business and the Queretaro, Mexico metal
closures manufacturing facility. These plans include the termination of
approximately 120 plant employees and other related exit costs. These decisions
resulted in a charge to earnings of $7.7 million in the third quarter of 2003.
This charge consisted of $5.1 million for the non-cash write-down in carrying
value of assets, $1.4 million for employee severance and benefits and $1.2
million for plant exit costs. Through September 30, 2003 in addition to the
write-down in carrying value of assets, a total of $0.5 million has been
expended for employee severance and benefits. At September 30, 2003, this
reserve had a balance of $2.1 million. Additional rationalization charges
related to these facility closings are expected in the fourth quarter of 2003.
The timing of certain cash payments is dependent upon the expiration of a lease
obligation. Accordingly, cash payments related to these reserves are expected
through 2010.
During the third quarter of 2002, in order to support new business we decided to
continue to operate our Kingsburg, California manufacturing facility. As a
result, we recorded a $2.1 million rationalization credit, which consisted of
$1.5 million related to certain assets with carrying values that were previously
written down but will now remain in service and $0.6 million for the reversal of
rationalization reserves related to employee severance and benefits and plant
exit costs. The assets that remained in service were recorded in our Condensed
Consolidated Balance Sheets at their depreciated cost, which approximated fair
value. Also, during the third quarter of 2002, all actions related to our
rationalization plans for our Northtown, Missouri and Waukegan, Illinois metal
food container manufacturing facilities related to employee severance and
benefits and plant exit costs were completed at amounts less than originally
estimated, and all actions related to our rationalization plan for our
Fairfield, Ohio plastic container manufacturing facility related to employee
severance were completed at amounts less than originally estimated. Accordingly,
we reversed $0.5 million of rationalization reserves as a rationalization
credit.
During the first quarter of 2002, we placed certain assets of our metal food
container business with carrying values that were previously written down back
in service. As a result, we recorded a $2.3 million rationalization credit and
recorded those assets in our Condensed Consolidated Balance Sheets at their
depreciated cost, which approximated fair value.
We believe that cash generated from operations and funds from the revolving
loans available under the Credit Agreement will be sufficient to meet our
expected operating needs, planned capital expenditures, debt service and tax
obligations for the foreseeable future. We have historically grown our
businesses primarily through acquisitions, and we continue to evaluate
acquisition opportunities in the consumer goods packaging market. As a result,
we may incur additional indebtedness, including indebtedness under the Credit
Agreement, to finance any such acquisition. However, in the absence of
compelling (i.e., strategic and immediately accretive) acquisition
opportunities, we expect to use our free cash flow to repay indebtedness or for
other permitted purposes.
We are in compliance with all financial and operating covenants contained in our
financing agreements and believe that we will continue to be in compliance
during 2003 with all of these covenants.
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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2003, we adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." Among other provisions, SFAS No. 145 rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," and SFAS No. 64,
"Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements," such that
certain gains or losses from the extinguishment of debt will no longer be
classified as extraordinary items. Upon adoption in 2003, the extraordinary item
for loss on early extinguishment of debt of $1.0 million before income taxes
that was recorded in the second quarter of 2002 as a result of the refinancing
of our previous senior secured credit facility with the Credit Agreement was
reclassified to interest and other debt expense.
Effective January 1, 2003, we adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which is applicable to exit and
disposal activities that are initiated after December 31, 2002. SFAS No. 146
addresses accounting and reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires the
recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred. Under EITF Issue No. 94-3, a liability
for an exit cost was recognized at the date an entity committed to an exit plan.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities," which expands upon existing accounting guidance on consolidation. A
variable interest entity either does not have equity investors with voting
rights or has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN No. 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or is entitled to receive a majority of the entity's residual
returns. The provisions of FIN No. 46 are effective for us on December 31, 2003.
We do not anticipate that the adoption of FIN No. 46 will have a material effect
on our financial position or results of operations.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Market risks relating to our operations result primarily from changes in
interest rates. In the normal course of business, we also have limited foreign
currency risk associated with our operations in Canada and Mexico and risk
related to commodity price changes for items such as natural gas. We employ
established policies and procedures to manage our exposure to these risks.
Interest rate, foreign currency and commodity pricing transactions are used only
to the extent considered necessary to meet our objectives. We do not utilize
derivative financial instruments for trading or other speculative purposes.
Information regarding our interest rate risk, foreign currency exchange rate
risk and commodity pricing risk has been disclosed in our Annual Report on Form
10-K for the fiscal year ended December 31, 2002. Since such filing, there has
not been a material change to our interest rate risk, foreign currency rate risk
or commodity pricing risk or to our policies and procedures to manage our
exposure to these risks. You should also read Note 7 to our Condensed
Consolidated Financial Statements for the three and nine months ended September
30, 2003 included elsewhere in this Quarterly Report.
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Item 4. CONTROLS AND PROCEDURES
-----------------------
We carried out an evaluation, under the supervision and with the participation
of management, including our Co-Chief Executive Officers and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). Based upon
that evaluation, as of the end of the period covered by this Quarterly Report
our Co-Chief Executive Officers and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in ensuring that all material
information required to be disclosed in this Quarterly Report has been made
known to them in a timely fashion.
There were no changes in our internal controls over financial reporting during
the period covered by this Quarterly Report that have materially affected, or
are reasonably likely to materially affect, these internal controls.
Part II. Other Information
Item 1. Legal Proceedings
In June 2001, the Company received a fine from the Jefferson County, Alabama
Department of Health, or Jefferson County, for $2.3 million for alleged air
violations at its Tarrant City, Alabama leased facility. The alleged violations
stem from activities occurring during the facility's ownership by a predecessor
owner, which the Company discovered and voluntarily disclosed to such state
agency last year. In August 2003, the Company entered into a settlement
agreement and release with Jefferson County pursuant to which it agreed to pay
$350,000 to settle such alleged violations.
In July 2003, the Company entered into a Consent Decree pursuant to which it
agreed to pay the federal Environmental Protection Agency a $659,500 fine and
make certain plant and operational changes in response to alleged past
violations of the federal Clean Air Act at six of its facilities in California.
The Consent Decree has been filed with the U. S. District Court, Eastern
District of California, and the fine will be payable after entry of the Consent
Decree. However, the Consent Decree can only be entered by the court if the
applicable notice period expires without comments other than those which are
agreed to by us.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
- -------------- -----------
12 Ratio of Earnings to Fixed Charges for the three and nine
months ended September 30, 2003 and 2002.
31.1 Certification by the Co-Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act.
31.2 Certification by the Co-Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act.
31.3 Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act.
32.1 Certification by the Co-Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act.
32.2 Certification by the Co-Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act.
32.3 Certification by the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act.
(b) Reports on Form 8-K
1. On July 23, 2003, we filed a Current Report on Form 8-K related to our
announcement regarding our results of operations for the quarterly
period ended June 30, 2003.
2. On July 31, 2003, we filed a Current Report on Form 8-K related to our
announcement of a partial redemption of $25 million principal amount
of our 9% Debentures.
3. On August 4, 2003, we filed a Current Report on Form 8-K related to
our announcement of the election of William C. Jennings as a member of
our Board of Directors and as the Chairman of our Audit Committee.
4. On August 14, 2003, we filed a Current Report on Form 8-K related to
our announcement of the closing of our manufacturing facility in
Norwalk, Connecticut, and a revision to our third quarter and full
year 2003 earnings estimates for the related rationalization charges.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned thereunto duly authorized.
SILGAN HOLDINGS INC.
Dated: November 13, 2003 /s/Anthony J. Allott
- ------------------------- -----------------------------
Anthony J. Allott
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: November 13, 2003 /s/Nancy Merola
- ------------------------- -----------------------------
Nancy Merola
Vice President and Controller
(Chief Accounting Officer)
-30-
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
----------- -------
12 Ratio of Earnings to Fixed Charges for the three and
nine months ended September 30, 2003 and 2002.
31.1 Certification by the Co-Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act.
31.2 Certification by the Co-Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act.
31.3 Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act.
32.1 Certification by the Co-Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act.
32.2 Certification by the Co-Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act.
32.3 Certification by the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act.
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