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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 March 31, 2004
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 April 30, 2004, the number of shares outstanding of the Registrant's
common stock, $0.01 par value, was 18,352,842.
SILGAN HOLDINGS INC.
TABLE OF CONTENTS
Page No.
--------
Part I. Financial Information 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets at 3
March 31, 2004 and 2003 and December 31, 2003
Condensed Consolidated Statements of Income for 4
the three months ended March 31, 2004 and 2003
Condensed Consolidated Statements of Cash Flows for 5
the three months ended March 31, 2004 and 2003
Condensed Consolidated Statements of Stockholders' 6
Equity for the three months ended March 31, 2004
and 2003
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 17
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market 23
Risk
Item 4. Controls and Procedures 23
Part II. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 24
Signatures 25
Exhibit Index 26
-2-
Part I. Financial Information
Item 1. Financial Statements
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited, see Note 1)
March 31, March 31, Dec. 31,
2004 2003 2003
---- ---- ----
Assets
Current assets
Cash and cash equivalents ........................ $ 18,510 $ 31,200 $ 12,100
Trade accounts receivable, net ................... 194,333 182,411 159,273
Inventories ...................................... 392,473 357,636 320,194
Prepaid expenses and other current assets ........ 50,258 41,992 53,731
---------- ---------- ----------
Total current assets ......................... 655,574 613,239 545,298
Property, plant and equipment, net .................... 811,891 830,356 817,850
Goodwill, net ......................................... 204,710 195,771 202,421
Other assets .......................................... 54,294 56,913 55,515
---------- ---------- ----------
$1,726,469 $1,696,279 $1,621,084
========== ========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Bank revolving loans ............................. $ 164,500 $ 78,500 $ 25,000
Current portion of long-term debt ................ 23,670 21,670 23,670
Trade accounts payable ........................... 154,857 139,079 211,639
Accrued payroll and related costs ................ 67,060 69,120 65,940
Accrued liabilities .............................. 32,702 36,292 24,518
---------- ---------- ----------
Total current liabilities .................... 442,789 344,661 350,767
Long-term debt ........................................ 953,910 1,084,989 953,910
Other liabilities ..................................... 198,029 196,468 195,602
Stockholders' equity
Common stock ..................................... 210 209 210
Paid-in capital .................................. 127,920 125,009 125,758
Retained earnings ................................ 71,990 23,037 60,905
Accumulated other comprehensive loss ............. (7,986) (17,701) (5,675)
Treasury stock ................................... (60,393) (60,393) (60,393)
---------- ---------- ----------
Total stockholders' equity ................... 131,741 70,161 120,805
---------- ---------- ----------
$1,726,469 $1,696,279 $1,621,084
========== ========== ==========
See accompanying notes.
-3-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31, 2004 and 2003
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
2004 2003
---- ----
Net sales ............................................... $518,331 $454,377
Cost of goods sold ...................................... 456,171 404,780
-------- --------
Gross profit ....................................... 62,160 49,597
Selling, general and administrative expenses ............ 27,626 23,576
Rationalization charges ................................. 990 --
-------- --------
Income from operations ............................. 33,544 26,021
Interest and other debt expense ......................... 15,222 18,789
-------- --------
Income before income taxes and equity in
losses of affiliate ........................... 18,322 7,232
Provision for income taxes .............................. 7,237 2,785
-------- --------
Income before equity in losses of affiliate ........ 11,085 4,447
Equity in losses of affiliate, net of income taxes ...... -- 281
-------- --------
Net income ......................................... $ 11,085 $ 4,166
======== ========
Earnings per share:
Basic net income per share ......................... $0.61 $0.23
===== =====
Diluted net income per share ....................... $0.60 $0.23
===== =====
Weighted average number of shares:
Basic .............................................. 18,308 18,235
Assumed exercise of employee stock options ......... 260 108
------ ------
Diluted ............................................ 18,568 18,343
====== ======
See accompanying notes.
-4-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2004 and 2003
(Dollars in thousands)
(Unaudited)
2004 2003
---- ----
Cash flows provided by (used in) operating activities
Net income ............................................. $ 11,085 $ 4,166
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization ...................... 29,603 26,639
Rationalization charges ............................ 990 --
Equity in losses of affiliate ...................... -- 457
Other changes that provided (used) cash, net of
effects from acquisitions:
Trade accounts receivable, net ................ (35,061) (36,053)
Inventories ................................... (72,359) (35,453)
Trade accounts payable ........................ (56,782) (51,373)
Other, net .................................... 12,179 28,520
--------- ---------
Net cash used in operating activities .............. (110,345) (63,097)
--------- ---------
Cash flows provided by (used in) investing activities
Purchases of businesses, net of cash acquired .......... -- (163,233)
Capital expenditures ................................... (24,680) (27,541)
Proceeds from asset sales .............................. 738 40
--------- ---------
Net cash used in investing activities .............. (23,942) (190,734)
--------- ---------
Cash flows provided by (used in) financing activities
Borrowings under revolving loans ....................... 286,300 173,250
Repayments under revolving loans ....................... (146,800) (94,750)
Proceeds from stock option exercises ................... 1,293 118
Proceeds from issuance of long-term debt ............... -- 150,000
Debt issuance costs .................................... (96) (1,905)
--------- ---------
Net cash provided by financing activities .......... 140,697 226,713
--------- ---------
Cash and cash equivalents
Net increase (decrease) ................................ 6,410 (27,118)
Balance at beginning of year ........................... 12,100 58,318
--------- ---------
Balance at end of period ............................... $ 18,510 $ 31,200
========= =========
Interest paid ............................................... $ 10,079 $ 6,465
Income taxes paid, net of refunds ........................... 788 (2,896)
See accompanying notes.
-5-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
For the three months ended March 31, 2003 and 2004
(Dollars and shares in thousands)
(Unaudited)
Common Stock Accumulated
------------ Paid- other Total
Par in Retained comprehensive Treasury stockholders'
Shares value capital earnings income (loss) stock equity
------ ----- -------- -------- ------------- -------- -------------
Balance at December 31, 2002 ............. 18,231 $209 $124,872 $18,871 $(20,467) $(60,393) $ 63,092
Comprehensive income:
Net income ............................ -- -- -- 4,166 -- -- 4,166
Change in fair value of derivatives,
net of tax provision of $329 ........ -- -- -- -- 404 -- 404
Foreign currency translation .......... -- -- -- -- 2,362 -- 2,362
--------
Comprehensive income ..................... 6,932
Stock option exercises, including
tax benefit of $19 ..................... 8 -- 137 -- -- -- 137
------ ---- -------- ------- -------- -------- --------
Balance at March 31, 2003 ................ 18,239 $209 $125,009 $23,037 $(17,701) $(60,393) $ 70,161
====== ==== ======== ======= ======== ======== ========
Balance at December 31, 2003 ............. 18,273 $210 $125,758 $60,905 $ (5,675) $(60,393) $120,805
Comprehensive income:
Net income ............................ -- -- -- 11,085 -- -- 11,085
Change in fair value of derivatives,
net of tax benefit of $1,182 ......... -- -- -- -- (1,814) -- (1,814)
Foreign currency translation .......... -- -- -- -- (497) -- (497)
--------
Comprehensive income ..................... 8,774
Stock option exercises, including
tax benefit of $869 .................... 80 -- 2,162 -- -- -- 2,162
------ ---- -------- ------- -------- -------- --------
Balance at March 31, 2004 ................ 18,353 $210 $127,920 $71,990 $ (7,986) $(60,393) $131,741
====== ==== ======== ======= ======== ======== ========
See accompanying notes.
-6-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three 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, 2003 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, 2003.
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.
-7-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three 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 months ended
March 31, net income and basic and diluted earnings per share would have been as
follows:
2004 2003
---- ----
(Dollars in thousands, except per share data)
Net income, as reported .................................... $11,085 $4,166
Deduct: Total stock-based employee
compensation expense determined under
fair value method for all stock option
awards, net of income taxes ............................ 475 324
------- -------
Pro forma net income ....................................... $10,610 $3,842
======= =======
Earnings per share:
Basic net income per share - as reported ............... $0.61 $0.23
===== =====
Basic net income per share - pro forma ................. 0.58 0.21
===== =====
Diluted net income per share - as reported ............. $0.60 $0.23
===== =====
Diluted net income per share - pro forma ............... 0.57 0.21
===== =====
Recently Adopted Accounting Pronouncements. 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 were effective for us on
March 31, 2004. The adoption of FIN No. 46 did not effect 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 additional production capacity installed shortly before the
acquisition, the purchase price for the assets was approximately $32 million in
cash. Thatcher Tubes operates as part of our plastic container business.
-8-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 2. Acquisitions (continued)
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. Additionally, we
refinanced debt of White Cap and purchased equipment subject to a third party
lease for approximately $93 million. 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. Pacific
Coast Can operates as part of our metal food container business.
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
was finalized during the first quarter of 2004 when valuations and integration
plans were completed.
-9-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 3. Rationalization Charges and Acquisition Reserves
As part of our plans to integrate the operations of our various acquired
businesses 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, 2003 is summarized
as follows:
Employee Plant Non-Cash
Severance Exit Asset
and Benefits Costs Write-Down Total
------------ ----- ---------- -----
(Dollars in thousands)
Balance at December 31, 2003
- ----------------------------
Fairfield Rationalization .................................. $ -- $1,273 $ -- $ 1,273
2003 Acquisitions .......................................... 3,284 1,036 -- 4,320
2003 Rationalizations ...................................... 595 971 -- 1,566
------- ------ ----- -------
Balance at December 31, 2003 ............................... 3,879 3,280 -- 7,159
Activity for the Three Months Ended March 31, 2004
- --------------------------------------------------
Fairfield Rationalization .................................. -- (92) -- (92)
Finalization of 2003 Acquisition Plan Reserves ............. (103) 88 -- (15)
2003 Acquisition Plan Reserves Utilized .................... (2,106) (471) -- (2,577)
2003 Rationalization Plan Reserves Established ............. 480 85 -- 565
2003 Rationalization Plan Reserves Utilized ................ (700) (140) -- (840)
Benton Harbor Rationalization Reserve Established .......... 173 11 241 425
Benton Harbor Rationalization Reserve Utilized ............. -- -- (241) (241)
------- ------ ----- -------
Total Activity ............................................. (2,256) (519) -- (2,775)
Balance at March 31, 2004
- -------------------------
Fairfield Rationalization .................................. -- 1,181 -- 1,181
2003 Acquisitions .......................................... 1,075 653 -- 1,728
2003 Rationalizations ...................................... 375 916 -- 1,291
Benton Harbor Rationalization .............................. 173 11 -- 184
------- ------ ----- -------
Balance at March 31, 2004 .................................. $ 1,623 $2,761 $ -- $ 4,384
======= ====== ===== =======
-10-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 3. Rationalization Charges and Acquisition Reserves (continued)
Benton Harbor Rationalization Plan
- ----------------------------------
During the first quarter of 2004, we approved and announced to employees a plan
to exit our Benton Harbor, Michigan metal food container manufacturing facility.
This decision resulted in a charge to earnings of $0.4 million, which consisted
of $0.2 million for the non-cash write-down in carrying value of assets and $0.2
million for employee severance and benefits costs. Additional rationalization
charges of approximately $0.2 million are expected in the second quarter of
2004, bringing the total expected charges related to this plan to an aggregate
of $0.6 million in 2004. Through March 31, 2004, there were no cash payments
related to closing this facility. All cash payments related to these reserves
are expected in 2004.
2003 Acquisition Plans
- ----------------------
During 2003, we established acquisition reserves in connection with our
purchases of Thatcher Tubes, White Cap and Pacific Coast Can, recorded pursuant
to plans that we began to assess and formulate at the date of the acquisitions.
During the first quarter of 2004, we finalized these plans and the related
acquisition reserves. These plans included exiting the Lodi, California metal
food container manufacturing facility, the Chicago, Illinois and Queretaro,
Mexico metal closures manufacturing facilities and the Culiacan, Mexico plastic
container manufacturing facility, as well as the consolidation of certain
administrative functions of the acquired businesses. All of these facilities
have ceased manufacturing operations. During the first quarter of 2004, we made
cash payments totaling $2.6 million related to these plans. At March 31, 2004,
these reserves had an aggregate balance of $1.7 million. All cash payments
related to these plans are expected in 2004.
2003 Rationalization Plans
- --------------------------
During 2003, we approved and announced to employees plans to exit our Norwalk,
Connecticut and Anaheim, California plastic container manufacturing facilities
and our Queretaro, Mexico metal closures manufacturing facility, as well as to
consolidate certain administrative functions of the closures business. These
decisions resulted in a charge to earnings of $9.0 million ($1.2 million for the
metal food container business and $7.8 million for the plastic container
business) in 2003, which included $5.3 million for the non-cash write-down in
carrying value of assets. During the first quarter of 2004, additional
rationalization charges of $0.6 million were recorded related to these plans.
Additional rationalization charges of approximately $0.1 million are expected in
the second quarter of 2004, bringing the total expected charges related to these
plans to an aggregate of $0.7 million in 2004. During the first quarter of 2004,
we made cash payments totaling $0.8 million related to these plans. At March 31,
2004, these reserves had an aggregate balance of $1.3 million. The timing of
certain cash payments related to these reserves is dependent upon the expiration
of a lease obligation. Therefore, cash payments related to these reserves are
expected through 2010.
-11-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 3. Rationalization Charges and Acquisition Reserves (continued)
Rationalization and acquisition reserves are included in the Condensed
Consolidated Balance Sheets as follows:
March 31, March 31, Dec. 31,
2004 2003 2003
---- ---- ----
(Dollars in thousands)
Accrued liabilities ............... $2,797 $1,307 $5,572
Other liabilities ................. 1,587 1,647 1,587
------ ------ ------
$4,384 $2,954 $7,159
====== ====== ======
Note 4. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is reported in the Condensed
Consolidated Statements of Stockholders' Equity. Amounts included in accumulated
other comprehensive income (loss) consisted of the following:
March 31, March 31, Dec. 31,
2004 2003 2003
---- ---- ----
(Dollars in thousands)
Foreign currency translation ................ $ 4,138 $ 364 $ 4,635
Change in fair value of derivatives ......... (2,575) (2,410) (761)
Minimum pension liability ................... (9,549) (15,655) (9,549)
------- -------- -------
Accumulated other comprehensive loss ..... $(7,986) $(17,701) $(5,675)
======= ======== =======
-12-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 5. Inventories
Inventories consisted of the following:
March 31, March 31, Dec. 31,
2004 2003 2003
---- ---- ----
(Dollars in thousands)
Raw materials ............................... $ 35,119 $ 36,402 $ 36,732
Work-in-process ............................. 61,538 53,758 52,815
Finished goods .............................. 280,115 244,690 213,481
Spare parts and other ....................... 19,708 20,658 20,267
-------- -------- --------
396,480 355,508 323,295
Adjustment to value inventory
at cost on the LIFO method .............. (4,007) 2,128 (3,101)
-------- -------- --------
$392,473 $357,636 $320,194
======== ======== ========
Note 6. Investment in Affiliate
Prior to March 2003, we held a 35 percent interest in a joint venture company
with Amcor Ltd. that was 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. As discussed in Note 2, in March 2003, we acquired the remaining 65
percent equity 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.
-13-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 7. Long-Term Debt
Long-term debt consisted of the following:
March 31, March 31, Dec. 31,
2004 2003 2003
---- ---- ----
(Dollars in thousands)
Bank debt
Bank revolving loans .......................... $ 164,500 $ 78,500 $ 25,000
Bank A term loans ............................. 83,330 100,000 83,330
Bank B term loans ............................. 691,250 498,250 691,250
---------- ---------- ----------
Total bank debt ............................ 939,080 676,750 799,580
Subordinated debt
6 3/4% Senior Subordinated Notes .............. 200,000 -- 200,000
9% Senior Subordinated Debentures ............. -- 505,409 --
Other ......................................... 3,000 3,000 3,000
---------- ---------- ----------
Total subordinated debt .................... 203,000 508,409 203,000
---------- ---------- ----------
Total debt ......................................... 1,142,080 1,185,159 1,002,580
Less current portion .......................... 188,170 100,170 48,670
---------- ---------- ----------
$ 953,910 $1,084,989 $ 953,910
========== ========== ==========
In March 2004, we entered into interest rate swap agreements for an aggregate
notional principal amount of $150 million. Under these agreements, we will pay a
fixed rate of interest of 1.8 percent and receive a floating rate of interest
based on three month LIBOR. These agreements mature in March 2006 and are
accounted for as cash flow hedges.
At March 31, 2004, amounts expected to be repaid within one year consisted of
$164.5 million of bank revolving loans related primarily to seasonal working
capital needs and $23.7 million of bank term loans.
-14-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 8. Retirement Benefits
The components of the net periodic benefit cost for the three months ended March
31 are as follows:
Other
Pension Benefits Postretirement Benefits
------------------------ -------------------------
2004 2003 2004 2003
---- ---- ---- ----
(Dollars in thousands)
Service cost ..................................... $ 3,188 $ 2,310 $ 787 $ 527
Interest cost .................................... 4,959 3,538 1,462 1,094
Expected return on plan assets ................... (5,571) (3,096) -- --
Amortization of prior service cost ............... 814 343 2 1
Amortization of actuarial losses ................. 438 700 291 80
Curtailment loss ................................. -- 37 -- --
------- ------- ------ ------
Net periodic benefit cost ........................ $ 3,828 $ 3,832 $2,542 $1,702
======= ======= ====== ======
In December 2003, the U.S. enacted into law the Medicare Prescription Drug,
Improvement and Modernization Act of 2003, or the Act. The Act introduces a
prescription drug benefit under Medicare, or Medicare Part D, as well as a
federal subsidy to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare Plan D.
In January 2004, the FASB issued FASB Staff Position, or FSP, No. 106-1,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003." Specific authoritative
guidance on the accounting for the federal subsidy is pending, and therefore we
have elected to defer accounting for the effects of the Act as permitted by FSP
No. 106-1. As a result, in accordance with FSP No. 106-1, our accumulated other
postretirement benefit obligation and net periodic other postretirement benefit
costs do not reflect the effects of the Act on the plans. Specific authoritative
guidance, when issued, could require us to change previously reported
information.
As previously disclosed in our consolidated financial statements and notes
thereto included in our Annual Report on Form 10-K for the year ended December
31, 2003, based on current tax law, the minimum required contributions to our
pension plans are expected to be approximately $6.1 million in 2004. However,
this estimate is subject to change based on asset performance significantly
above or below the assumed long-term rate of return on plan assets. It has been
our practice to make contributions in accordance with ERISA minimum
requirements, except that under certain circumstances we may make contributions,
up to the extent they are tax deductible, in excess of the minimum amounts
required in order to reduce our unfunded pension liability. During the first
quarter of 2004, we have made no contributions to fund our pension plans for
2004.
-15-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at March 31, 2004 and 2003 and for the
three months then ended is unaudited)
Note 9. Business Segment Information
Reportable business segment information for the three months ended March 31 is
as follows:
Metal Food Plastic
Containers(1) Containers(2) Corporate Total
---------- ---------- --------- -----
(Dollars in thousands)
2004
- ----
Net sales .................................... $372,936 $145,395 $ -- $518,331
Depreciation and amortization(3) ............. 18,037 10,580 9 28,626
Segment income from operations ............... 21,130 13,866 (1,452) 33,544
2003
- ----
Net sales .................................... $315,429 $138,948 $ -- $454,377
Depreciation and amortization(3) ............. 15,641 10,062 11 25,714
Segment income from operations ............... 11,789 15,474 (1,242) 26,021
- -------------
(1) Segment income from operations includes rationalization charges of $0.7
million recorded for the three months ended March 31, 2004.
(2) Segment income from operations includes rationalization charges of $0.3
million recorded for the three months ended March 31, 2004.
(3) Depreciation and amortization excludes amortization of debt issuance costs
of $1.0 million and $0.9 million for the three months ended March 31, 2004
and 2003, respectively.
Total segment income from operations is reconciled to income before income taxes
and equity in losses of affiliate for the three months ended March 31 as
follows:
2004 2003
---- ----
(Dollars in thousands)
Total segment income from operations ........ $33,544 $26,021
Interest and other debt expense ............. 15,222 18,789
------- -------
Income before income taxes and
equity in losses of affiliate ........... $18,322 $ 7,232
======= =======
Note 10. Subsequent Event
In April 2004, our Board of Directors initiated a quarterly dividend on our
common stock and approved a $0.15 per share quarterly cash dividend, payable on
June 15, 2004 to holders of record of our common stock on June 1, 2004. The cash
payment for this dividend is expected to be approximately $2.8 million.
-16-
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, 2003 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.
General
We are a leading North American manufacturer of metal and plastic consumer goods
packaging products. We produce steel and aluminum containers for human and pet
food, metal, composite and plastic closures for food and beverage products and
custom designed plastic containers, tubes and closures for personal care, health
care, pharmaceutical, household and industrial chemical, food, pet care,
agricultural chemical, automotive and marine chemical products. We are the
largest manufacturer of metal food containers in North America, with a unit
volume market share in the United States for the year ended December 31, 2003 of
approximately 51 percent, a leading manufacturer of plastic containers in North
America for personal care products and a leading manufacturer of metal,
composite and plastic vacuum closures in North America for food and beverage
products.
Our objective is to increase shareholder value by efficiently deploying capital
and management resources to grow our business, reduce operating costs, build
sustainable competitive positions, or franchises, and complete acquisitions that
generate attractive cash returns. We have grown our net sales over the years,
largely through acquisitions but also through internal growth, and we continue
to evaluate acquisition opportunities in the consumer goods packaging market.
However, in the absence of such acquisition opportunities, we expect to use our
cash flow to repay debt or for other permitted purposes. As we previously
announced, in the absence of compelling acquisitions, we intend to continue to
focus on reducing our debt and expect to reduce our debt by $200 - $300 million
over the next three years, of which at least $75 million is expected in 2004.
-17-
RESULTS OF OPERATIONS
The following table sets forth certain unaudited income statement data expressed
as a percentage of net sales for the three months ended March 31:
2004 2003
---- ----
Net sales
Metal food containers............................... 72.0% 69.4%
Plastic containers.................................. 28.0 30.6
----- -----
Consolidated..................................... 100.0 100.0
Cost of goods sold.................................... 88.0 89.1
----- -----
Gross profit.......................................... 12.0 10.9
Selling, general and administrative expenses.......... 5.3 5.2
Rationalization charges............................... 0.2 --
----- -----
Income from operations................................ 6.5 5.7
Interest and other debt expense....................... 3.0 4.1
----- -----
Income before income taxes and equity in losses
of affiliate........................................ 3.5 1.6
Provision for income taxes............................ 1.4 0.6
----- -----
Income before equity in losses of affiliate........... 2.1 1.0
Equity in losses of affiliate, net of income taxes.... -- 0.1
----- -----
Net income............................................ 2.1% 0.9%
===== =====
Summary unaudited results of operations for the three months ended March 31 are
provided below.
2004 2003
---- ----
(Dollars in millions)
Net sales
Metal food containers ................ $372.9 $315.4
Plastic containers ................... 145.4 139.0
------ ------
Consolidated ...................... $518.3 $454.4
====== ======
Income from operations
Metal food containers(1) ............. $ 21.1 $ 11.8
Plastic containers(2) ................ 13.9 15.5
Corporate ............................ (1.5) (1.3)
------ ------
Consolidated ...................... $ 33.5 $ 26.0
====== ======
- -------------
(1) Includes rationalization charges of $0.7 million recorded in the first
quarter of 2004.
(2) Includes rationalization charges of $0.3 million recorded in the first
quarter of 2004.
-18-
Three Months Ended March 31, 2004 Compared with Three Months Ended March 31,
2003
Overview. Consolidated net sales were $518.3 million in the first quarter of
2004, representing a 14.1 percent increase as compared to the first quarter of
2003 primarily as a result of the inclusion of net sales of Silgan Closures, as
well as higher net sales in both the metal food and plastic container
businesses. Income from operations for the first quarter of 2004 increased by
$7.5 million, or 28.8 percent, as compared to the same period in 2003 due to
higher income from operations in the metal food container business, partially
offset by lower income from operations in the plastic container business.
Operating margin for the first quarter of 2004 increased by 0.8 percentage
points as compared to the same period in 2003 as a result of a higher operating
margin in the metal food container business, partially offset by a lower
operating margin in the plastic container business. Net income for the first
quarter of 2004 of $11.1 million, or $0.60 per diluted share, increased by $6.9
million, or $0.37 per diluted share, as compared to the same period in 2003 as a
result of the items previously discussed, as well as lower interest and other
debt expense.
Net Sales. The $63.9 million increase in consolidated net sales in the first
quarter of 2004 as compared to the first quarter of 2003 was the result of
higher net sales in both the metal food and plastic container businesses.
Net sales for the metal food container business increased $57.5 million, or 18.2
percent, in the first quarter of 2004 as compared to the same period in 2003.
This increase was primarily attributable to the inclusion of net sales of Silgan
Closures, as well as higher food can unit volume.
Net sales for the plastic container business in the first quarter of 2004
increased $6.4 million, or 4.6 percent, as compared to the same period in 2003.
This increase was primarily a result of higher average selling prices due to the
pass through of increased resin costs and higher unit volume.
Gross Profit. The increase in gross profit margin for the first quarter of 2004
as compared to the same period in 2003 was principally due to increased sales of
value-added products and the inclusion of Silgan Closures, partially offset by
certain price concessions in the plastic container business, inflation in
employee benefit costs and higher depreciation expense.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percentage of consolidated net sales for the first
quarter of 2004 were 0.1 percentage points higher than in the same period in
2003.
Income from Operations. Income from operations for the first quarter of 2004
increased by $7.5 million as compared to the first quarter of 2003 and operating
margin increased to 6.5 percent from 5.7 percent. Results for the first quarter
of 2004 included rationalization charges totaling $1.0 million related to
closing several manufacturing facilities.
-19-
Income from operations of the metal food container business for the first
quarter of 2004 increased $9.3 million, or 78.8 percent, as compared to the same
period in 2003, and operating margin increased to 5.7 percent from 3.7 percent
over the same periods. These increases were principally due to the inclusion of
the results of Silgan Closures and the Pacific Coast Can business; the benefits
from relatively higher capital spending over the last several years, including
spending on our Quick Top(TM) convenience end capacity; and the effect of a more
favorable absorption of fixed costs than in the first quarter of 2003 due to an
inventory reduction program implemented last year. These favorable items were
partially offset by higher depreciation expense, inflation in employee benefit
costs and plant rationalization costs of $0.7 million related to closing one
manufacturing facility and the continued rationalization and integration of
Silgan Closures' operations.
Income from operations of the plastic container business for the first quarter
of 2004 decreased $1.6 million, or 10.3 percent, as compared to the same period
in 2003, and operating margin decreased to 9.6 percent from 11.2 percent over
the same periods. These decreases were primarily a result of certain price
concessions made last year but impacting the first quarter of 2004 in response
to heightened competitive activity, higher depreciation expense, inflation in
employee benefit costs and plant rationalization costs of $0.3 million,
partially offset by higher unit volume. Operating margin was also negatively
impacted by the mathematical result of higher sales associated with the pass
through of higher resin costs without a corresponding increase in income from
operations.
Interest and Other Debt Expense. Interest and other debt expense for the first
quarter of 2004 decreased $3.6 million to $15.2 million as compared to the same
period in 2003. This decrease resulted primarily from a lower average interest
rate as a result of the refinancing of all $500 million of the 9% Senior
Subordinated Debentures due 2009 in late 2003 with lower cost 6 3/4% Senior
Subordinated Notes due 2013 and borrowings under the senior secured credit
facility, or the Credit Agreement, partially offset by higher average borrowings
due to three acquisitions in 2003.
We have entered into interest rate swap agreements to manage a portion of our
exposure to interest rate fluctuations. These interest rate swap agreements
effectively convert interest rate exposure from variable rates to fixed rates of
interest. At March 31, 2004, the aggregate notional principal amount of these
agreements was $700 million (including $250 million notional principal amount
that will expire during 2004).
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.
For the three months ended March 31, 2004, we used net borrowings of revolving
loans of $139.5 million, proceeds from stock option exercises of $1.3 million
and proceeds from asset sales of $0.7 million to fund cash used in operations of
$110.3 million primarily for our seasonal working capital needs, capital
expenditures of $24.7 million and debt issuance costs of $0.1 million and to
increase cash balances by $6.4 million.
-20-
For the three months ended March 31, 2003, we used net borrowings of revolving
loans of $78.5 million, incremental term loan borrowings of $150 million under
the Credit Agreement, cash balances of $27.1 million and proceeds from stock
option exercises of $0.1 million to fund the acquisitions of White Cap and
Thatcher Tubes for $163.2 million, cash used in operations of $63.1 million
primarily for our seasonal working capital needs, capital expenditures of $27.5
million and debt issuance costs of $1.9 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.
At March 31, 2004, we had $164.5 million of revolving loans outstanding under
the Credit Agreement related primarily to seasonal working capital needs. After
taking into account outstanding letters of credit, the available portion of the
revolving loan facility under the Credit Agreement at March 31, 2004 was $212.6
million. We may use the available portion of our revolving loan facility, after
taking into account our seasonal needs and outstanding letters of credit, for
acquisitions or other permitted purposes. During 2004, we estimate that we will
utilize approximately $225 - $250 million of revolving loans under the Credit
Agreement for our peak seasonal working capital requirements.
In April 2004, our Board of Directors initiated a quarterly dividend on our
common stock and approved a $0.15 per share quarterly cash dividend, payable on
June 15, 2004 to holders of record of our common stock on June 1, 2004. The cash
payment for this dividend is expected to be approximately $2.8 million.
We believe that cash generated from operations and funds from borrowings
available under the Credit Agreement will be sufficient to meet our expected
operating needs, planned capital expenditures, debt service, tax obligations and
common stock dividends for the foreseeable future. We continue to evaluate
acquisition opportunities in the consumer goods packaging market and may incur
additional indebtedness, including indebtedness under the Credit Agreement, to
finance any such acquisition. However, in the absence of acquisition
opportunities that generate attractive cash returns, 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 2004 with all of these covenants.
Rationalization Charges and Acquisition Reserves
During the first quarter of 2004, we approved and announced to employees a plan
to exit our Benton Harbor, Michigan metal food container manufacturing facility.
This decision resulted in a charge to earnings of $0.4 million, which consisted
of $0.2 million for the non-cash write-down in carrying value of assets and $0.2
million for employee severance and benefits costs. Additional rationalization
charges of approximately $0.2 million are expected in the second quarter of
2004, bringing the total expected charges related to this plan to an aggregate
of $0.6 million in 2004. Through March 31, 2004, there were no cash payments
related to closing this facility. All cash payments related to these reserves
are expected in 2004.
-21-
During 2003, we established acquisition reserves in connection with our
purchases of Thatcher Tubes, White Cap and Pacific Coast Can, recorded pursuant
to plans that we began to assess and formulate at the date of the acquisitions.
During the first quarter of 2004, we finalized these plans and the related
acquisition reserves. These plans included exiting the Lodi, California metal
food container manufacturing facility, the Chicago, Illinois and Queretaro,
Mexico metal closures manufacturing facilities and the Culiacan, Mexico plastic
container manufacturing facility, as well as the consolidation of certain
administrative functions of the acquired businesses. All of these facilities
have ceased manufacturing operations. During the first quarter of 2004, we made
cash payments totaling $2.6 million related to these plans. At March 31, 2004,
these reserves had an aggregate balance of $1.7 million. All cash payments
related to these plans are expected in 2004.
During 2003, we approved and announced to employees plans to exit our Norwalk,
Connecticut and Anaheim, California plastic container manufacturing facilities
and our Queretaro, Mexico metal closures manufacturing facility, as well as to
consolidate certain administrative functions of the closures business. These
decisions resulted in a charge to earnings of $9.0 million ($1.2 million for the
metal food container business and $7.8 million for the plastic container
business) in 2003, which included $5.3 million for the non-cash write-down in
carrying value of assets. During the first quarter of 2004, additional
rationalization charges of $0.6 million were recorded related to these plans.
Additional rationalization charges of approximately $0.1 million are expected in
the second quarter of 2004, bringing the total expected charges related to these
plans to an aggregate of $0.7 million in 2004. During the first quarter of 2004,
we made cash payments totaling $0.8 million related to these plans. At March 31,
2004, these reserves had an aggregate balance of $1.3 million. The timing of
certain cash payments related to these reserves is dependent upon the expiration
of a lease obligation. Therefore, cash payments related to these reserves are
expected through 2010.
Under our rationalization and acquisition plans, we made cash payments of $3.4
million and $0.1 million, respectively, for the three months ended March 31,
2004 and 2003. Additional cash spending is expected during 2004 under our Benton
Harbor, Fairfield and 2003 Rationalization plans and our 2003 Acquisition plans.
You should also read Note 3 to our Condensed Consolidated Financial Statements
for the three months ended March 31, 2004 included elsewhere in this Quarterly
Report.
NEW ACCOUNTING PRONOUNCEMENTS
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 were effective for us on March 31, 2004.
The adoption of FIN No. 46 did not effect our financial position or results of
operations.
-22-
In January 2004, the FASB issued FSP No. 106-1, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003." Specific authoritative guidance on the accounting
for the federal subsidy is pending, and therefore we have elected to defer
accounting for the effects of the Act as permitted by FSP No. 106-1. As a
result, in accordance with FSP No. 106-1, our accumulated other postretirement
benefit obligation and net periodic other postretirement benefit costs do not
reflect the effect of the Act on the plans. Specific authoritative guidance,
when issued, could require us to change previously reported information.
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, 2003. 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 months ended March 31, 2004
included elsewhere in this Quarterly Report.
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.
-23-
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
- -------------- -----------
10 Employment agreement, dated April 12, 2004, between Silgan
Holdings Inc. and Anthony J. Allott.
12 Ratio of Earnings to Fixed Charges for the three months
ended March 31, 2004 and 2003.
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 February 4, 2004, we filed a Current Report on Form 8-K related to
our announcement of our results of operations for the full year and
quarterly period ended December 31, 2003.
-24-
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: May 10, 2004 /s/Anthony J. Allott
--------------------------------
Anthony J. Allott
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: May 10, 2004 /s/Nancy Merola
--------------------------------
Nancy Merola
Vice President and Controller
(Chief Accounting Officer)
-25-
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
----------- -------
10 Employment agreement, dated April 12, 2004, between Silgan
Holdings Inc. and Anthony J. Allott.
12 Ratio of Earnings to Fixed Charges for the three months
ended March 31, 2004 and 2003.
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.
-26-