SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 1-3410
AMERICAN BANKNOTE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-0460520
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
560 Sylvan Avenue 07632-3119
Englewood Cliffs, New Jersey (Zip Code)
(Address of principal executive offices)
(201) 568-4400
(Registrant's telephone number, including area code)
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 for the
past 90 days.
X Yes 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
Indicate by a check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. X Yes No
The number of shares outstanding of the issuer's Common Stock was 11,770,815
shares, par value $.01, outstanding as at May 15, 2003.
AMERICAN BANKNOTE CORPORATION
FORM 10-Q
I N D E X
PART I - FINANCIAL INFORMATION
Page Number
Item 1. Financial Statements........................................ 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk.. 21
Item 4. Controls and Procedures..................................... 22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 23
Item 6. Exhibits and Reports on Form 8-K........................... 23
PART I - Financial Information
Item 1. Financial Statements.
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)
March 31,
2003 December 31,
(Unaudited) 2002
------------ -------------
ASSETS
Current assets
Cash and cash equivalents $ 8,614 $ 10,769
Accounts receivable, net of allowance for doubtful
accounts $949 and $1,120 25,053 24,714
Inventories, net of allowances
of $652 and $594 17,951 16,491
Prepaid expenses and other 3,964 4,184
Deferred tax assets of subsidiaries 1,933 1,712
--------- --------
Total current assets 57,515 57,870
--------- --------
Property, plant and equipment
Land 1,913 1,835
Buildings and improvements 8,548 8,183
Machinery, equipment and fixtures 87,711 82,501
Construction in progress 149 46
--------- --------
98,321 92,565
Accumulated depreciation and amortization (47,495) (42,427)
--------- --------
50,826 50,138
Other assets 5,703 5,121
Investment in non-consolidated subsidiaries 5,261 5,035
Goodwill 104,382 99,587
--------- --------
Total assets $223,687 $217,751
========= ========
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)
March 31,
2003 December 31,
(unaudited) 2002
------------ --------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Current portion of long-term debt 55 3,186
Revolving facilities of subsidiaries 8,666 1,933
Accounts payable and accrued expenses 33,474 38,787
--------- ---------
Total current liabilities 42,195 43,906
Long-term debt 142,720 138,265
Other long-term liabilities 17,284 16,921
Deferred taxes 2,126 1,858
Minority interest 26,772 25,582
--------- ---------
Total liabilities 231,097 226,532
Commitments and Contingencies
Stockholders' deficit
Common Stock, par value $.01 per share, authorized 20,000,000
shares; issued 11,828,571 shares 118 118
Capital surplus 20,893 20,893
Retained (deficit) (42,086) (39,431)
Treasury stock, at cost 57,756 shares (103) (103)
Accumulated other comprehensive gain 13,768 9,742
--------- ---------
Total stockholders' (deficit) (7,410) (8,781)
--------- ---------
$223,687 $217,751
========= =========
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Dollars in thousands, except per share data)
Three Months Ended
March 31,
2003 2002
(Successor Co) (Predecessor Co)
---------------- -----------------
CONTINUING OPERATIONS
Sales $ 48,872 $ 49,909
--------- --------
Costs and expenses
Cost of goods sold 38,830 37,531
Selling and administrative 7,278 7,315
Restructuring 366 1,418
Depreciation and amortization 2,758 2,032
--------- --------
49,232 48,296
--------- --------
(360) 1,613
Other expense (income)
Interest expense 3,136 3,351
Gain on senior note repurchase (2,013)
Other, net 244 291
--------- --------
1,367 3,642
--------- --------
Loss before reorganization
items, taxes on income and
minority interest (1,727) (2,029)
Reorganization costs 43 204
--------- --------
Loss before taxes on
income and minority interest (1,770) (2,233)
Taxes on income 785 488
--------- --------
Loss before minority
interest (2,555) (2,721)
Minority interest 100 464
--------- --------
Loss from continuing operations $ (2,655) $ (3,185)
========= =========
Net income (loss) per common share -
Basic and Diluted
Net loss $ (0.22) N/A
========= =========
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - UNAUDITED
(Dollars in thousands)
Three Months Ended
March 31,
2003 2002
(Successor Co) (Predecessor Co)
-------------- ----------------
Net loss $ (2,655) $ (3,185)
Foreign currency translation adjustment 4,026 (2,599)
--------- -----------
Comprehensive gain (loss) $ 1,371 $ (5,784)
========= ===========
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
Three Months Ended
March 31,
2003 2002
(Successor Co) (Predecessor Co)
-------------- ----------------
Net cash provided by operating activities $ 94 $ 1,392
Investing Activities
Capital expenditures (532) (2,057)
Proceeds from sale of assets 4 -
--------- ----------
Net cash used in investing activities (528) (2,057)
Financing Activities
Revolving facilities, net 434 (922)
Proceeds (Repayments) of long-term debt, net (14) (12)
Repurchase of senior notes (2,017) -
Dividend to minority shareholder (268) (205)
--------- ----------
Net cash used in financing activities (1,865) (1,139)
Effect of foreign currency exchange rate changes
on cash and cash equivalents 144 (164)
--------- ----------
Increase (decrease) in cash and cash equivalents (2,155) (1,968)
Cash and cash equivalents - beginning of year 10,769 9,740
--------- ----------
Cash and cash equivalents - end of period $ 8,614 $ 7,772
========== ==========
Supplemental disclosures of cash flow information
Taxes $ 900 $ 700
Interest 700 700
Reorganization items 200 4
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
AND COMPREHENSIVE LOSS - UNAUDITED
THREE MONTHS ENDED MARCH 31, 2003
(Dollars in thousands)
Accumulated
Other
Compre-
Common Capital Retained Treasury hensive Total
Stock Surplus Deficit Stock Loss Deficit
---------- ---------- ----------- --------- ------------ -----------
Balance -
January 1,
2003 $ 118 $ 20,893 $ (39,431) $ (103) $ 9,742 $ (8,781)
Net Loss (2,655) (2,655)
Currency
Translation
Adjustments 4,026 4,026
---------- ---------- ----------- --------- ---------- -----------
Balance
March 31,
2003 $ 118 $ 20,893 $ (42,086) $ (103) $ 13,768 $ (7,410)
========== ========== =========== ========= ========== ===========
See Notes to Consolidated Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE A - BASIS OF PRESENTATION
American Banknote Corporation is a holding company. All references to the
"Parent" are meant to identify the legal entity American Banknote Corporation on
a stand-alone basis. All references to the "Company" are to the Parent and all
of its subsidiaries, as a group.
The Parent's principal subsidiaries are: American Bank Note Company ("ABN"), the
U.S. operating subsidiary, American Bank Note, Ltda. ("ABNB"), a 77.5% owned
Brazilian company, ABN Australasia Limited, trading as Leigh-Mardon Pty. Ltd.
("LM"), a 91% owned Australian company (see Note G) with an operating subsidiary
in New Zealand, CPS Technologies, S.A. ("CPS"), a French company, and Transtex
S.A. ("Transtex"), an Argentine company.
The financial information as of March 31, 2003 and for the three-month periods
ended March 31, 2003 (Successor Company) and 2002 (Predecessor Company) has been
prepared without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the consolidated financial position, results of operations and cash flows for
each period presented have been made on a consistent basis. Certain information
and footnote disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these financial statements be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 2002. Operating results for the three months ended March 31, 2003
may not be indicative of the results that may be expected for the full year.
On December 8, 1999, the Parent (but not any of its subsidiaries) filed a
petition for reorganization relief under Chapter 11 of the United States
Bankruptcy Code (the "Chapter 11 Proceeding"). Each of the Parent's subsidiaries
have, since that date, continued to operate in the normal course of business,
and each is capable of meeting its debts as and when due, with the exception of
LM, which has reached an agreement in principle with its banking syndicate to
restructure, refinance and/or modify its debt terms (See "Liquidity and Capital
Resources"). On August 22, 2002, the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court") confirmed the Parent's
Fourth Amended Plan of Reorganization (the "Plan") in the Chapter 11 Proceeding.
On October 1, 2002 (the "Effective Date"), all conditions required for the
effectiveness of the Plan were achieved and the Plan became effective. On the
Effective Date, the Parent cancelled all shares of its preexisting common stock
and preferred stock, and commenced the issuance of its new common stock, $.01
par value per share ("New Common Stock"), and certain additional rights,
warrants and options entitling the holders thereof to acquire New Common Stock,
in the amounts and on the terms set forth in the Plan.
In accordance with the AICPA Statement of Position ("SOP") 90-7, Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code, the Company
adopted fresh start reporting ("Fresh Start") as of September 30, 2002. As such,
the Company has recorded the effects of the Plan and Fresh Start as of October
1, 2002. Under Fresh Start, a new reporting entity (the "Successor Company" or
the "Reorganized Company") is deemed to be created as a result of a change in
control of ownership. SOP 90-7 requires, among other things, that the Company's
recorded amounts of assets and liabilities be adjusted to reflect their
reorganization value ("Reorganization Value"), which is defined as the fair
value at the Effective Date, in accordance with Statement of Financial
Accounting Standards No. 141 "Business Combinations" and Staff Accounting
Bulletin No. 54, and the reorganized values have been accordingly recorded on
the books and records of the subsidiary companies. Any portion of the
Reorganized Company's assets that cannot be attributed to specific tangible or
identified intangible assets of the Reorganized Company is identified as
Reorganization Value in excess of amounts allocable to identified assets and is
classified as goodwill ("Goodwill"). This Goodwill will be periodically measured
for impairment in accordance with Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets." As a result, Goodwill
of the Company was $104.4 million and $99.6 million at March 31, 2003 and
December 31, 2002, respectively. The change in Goodwill between periods was all
due to foreign currency translation, in accordance with SFAS No. 52.
As a result of the Company's adoption of Fresh Start accounting, reporting for
the Successor Company for the period ended March 31, 2003 reflects the financial
results of operations and cash flows of the Successor Company for the three
month period ended March 31, 2003 and those of the pre-reorganization Company
(the "Predecessor Company") for the three month period ended March 31, 2002. As
a result of the application of Fresh Start reporting, the financial statements
for the periods after reorganization are not comparable to the financial
statements for the periods prior to reorganization.
However, with respect to the Company's income statement, differences between the
periods before and after reorganization relate predominantly to interest expense
(resulting from the reorganization of the Parent's debt) and depreciation
expense (relating to any fair market value adjustments to property, plant and
equipment), such that taking these differences into consideration, the results
of the Company's operations for the first quarter of 2003 could still be
compared to the first quarter of 2002 for the purpose of Management's Discussion
and Analysis of Financial Condition and Results of Operations.
The Company has significant operations not only in Brazil, but in Australia,
Argentina and France as well. On a consolidated basis, these operations
experienced significant foreign exchange rate fluctuations against the U.S.
Dollar. Significant foreign exchange rate fluctuations on a comparative basis
continued to exist in the first quarter of 2003 when compared to the same period
in 2002. In the period post March 31, 2003, the Brazilian exchange rate has
experienced a recovery, as discussed below.
For the first quarter ended March 31, 2003, the Company experienced an average
devaluation in the Brazilian and Argentine currencies of approximately 32% and
40%, respectively, against the U.S. Dollar, when compared to the first quarter
ended March 31, 2002. The Australian and Euro currencies both during this same
period experienced an average appreciation of approximately 16% and 22%,
respectively.
The Real continues to experience significant volatility, due in part to the
uncertainties with respect to upcoming maturities on large amounts of government
indebtedness, the results of Brazil's most recent presidential election (wherein
the Worker's Party candidate won by a wide margin), the uncertainty of future
funding of Brazil by the International Monetary Fund (IMF), and the cross-border
effect of the Argentinean crisis discussed below. Although the average exchange
rate for the first quarter of 2003 was R$3.50 to the US Dollar, during the
second quarter of 2003 (through May 2, 2003) the average exchange rate improved
to R$2.91 to the US Dollar.
ABNB is the Company's largest subsidiary, contributing approximately half of the
revenues, operating profit and cash flow of the consolidated group. Currency
devaluation has severely impacted ABNB's cash flow in US Dollar terms, and has
therefore threatened its ability to send dividends to the Parent at the same
levels as in the past. Although, based on current estimates, it is anticipated
that dividends from ABNB (along with those of ABN) will be sufficient to fund
the Parent's operating expense in the foreseeable future, there can be no
assurance that further devaluation of the Real or other business developments
will not lead to a contrary result. Furthermore, the continued long-term threat
of currency devaluation could severely impact the Company's ability to repay its
10 3/8% Senior Secured Notes ("Senior Notes") due January 31, 2005. See
"Liquidity and Capital Resources" for further information.
In an effort to end its four-year recession, in January 2002 Argentina abandoned
its Peso-Dollar currency peg system. Initially the Peso was reset at an official
rate of US $1 = AR $1.40. In February 2002, the official rate was abandoned and
the currency was allowed to float freely on currency markets. At May 2, 2003,
the quoted exchange rate for the Peso on freely trading markets was
approximately US$1 = AR$2.98.
The severe and ongoing economic recession in Argentina continues to negatively
impact the carrying value of Transtex, and any further deterioration in the
business may impact its ability to continue as a going concern. Despite the
economic environment in Argentina, Transtex has generated positive operating
income and cash flow for the first quarter of 2003 of the Successor Company
compared to an operating loss in the first quarter of 2002 of the Predecessor
Company. While, throughout 2002, the Argentine government imposed a moratorium
on dividend repatriations outside the country, the government has recently
lifted this ban, and as a result, the Parent was able to receive a $0.3 million
dividend from Transtex in March 2003. However, there can be no assurance that
the ability to repatriate dividends freely out of the country will continue on a
consistent basis.
As a result of Argentina's devaluation, effective January 1, 2002, the Company's
financial statements include the impact of foreign currency translation on
Transtex in accordance with FASB Statement No. 52, "Foreign Currency
Translation." The Argentine Peso was therefore adopted as the functional
currency for translation purposes. As is the case with the Parent's other
foreign subsidiaries, the balance sheet accounts of Transtex have been
translated using the exchange rates in effect at the balance sheet date, and the
income statement amounts have been translated using the average exchange rate
for the first quarter ended March 31, 2003 and 2002 (both Predecessor and
Successor Companies).
Reference should be made to the Company's Annual Reports on Form 10-K for the
years ended December 31, 2000, December 31, 2001 and December 31, 2002 for a
further discussion of other risk factors.
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE B - EARNINGS PER SHARE COMPUTATIONS
Amounts used in the calculation of basic and diluted per share amounts for the
quarter ended March 31, 2003 were as follows:
Three Months Ended
March 31,
2003
----
Numerator for loss from continuing operations $ (2,655)
=========
Denominator for per share computations
Weighted average number of shares outstanding
(in thousands):
Common Stock 11,829
=========
Earnings per share for periods prior to the October 1, 2002 Effective Date have
been omitted as these amounts do not reflect the current capital structure
resulting from the consummation of the Plan and therefore would not be
comparable.
The denominator for computing diluted income per share excludes certain
warrants, equity options and management incentive options issued in accordance
with the Plan, as the exercise prices of such warrants and options were greater
than the market price of the common shares.
NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS
In July 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities"("SFAS
146"). SFAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after September 30, 2002. We do not expect SFAS
146 to have a material effect on our consolidated financial position, results of
operations or liquidity.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 permits two additional
transition methods for companies that elect to adopt the fair-value-based method
of accounting for stock-based employee compensation. The statement also expands
the disclosure requirements for stock-based compensation. The provisions of this
statement apply to financial statements for fiscal years ending after December
15, 2002. The statement did not have a material impact on the
financial statements.
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
Note D - INVENTORIES (Dollars in thousands) consisted of the following:
March 31, December 31,
2003 2002
---- ----
Finished goods $ 625 $ 613
Work-in-progress 8,753 7,294
Raw materials and supplies (net of allowances of
$652 and $594, respectively) 8,573 8,584
-------- ---------
$ 17,951 $ 16,491
======== =========
Inventories are stated at the lower of cost or market with cost being determined
either on the first-in-first-out or average cost method.
NOTE E - RESTRUCTURING
In light of the significant stock and bond and food coupon volume reductions,
ABN in the first quarter of 2003 evaluated its present facility and capacity
needs, and put a formal plan in place to consolidate its Philadelphia operations
into its Tennessee facility, thereby placing all of ABN's manufacturing
operations under a single plant. As a result, ABN announced the plan to the
employees of its Philadelphia plant on January 31, 2003. In March 2003, ABN
formally settled with all unions involved, and as a result approximately 50
employees were terminated as part of this downsizing. This resulted in a
severance charge in the first quarter of 2003 of approximately $0.4 million
related to employee terminations. Costs related to equipment relocation are
projected to be approximately $0.2 million and will be funded through internal
cash flow and expensed as incurred in accordance with SFAS 146. It is
contemplated that the total costs resulting from this restructuring will be
recovered within one year from its execution. Management is presently evaluating
whether to retain or sell its Philadelphia plant.
In the first quarter of 2002, LM announced a restructuring program for the
purpose of consolidating its check manufacturing operations. As a result,
approximately 80 employees were terminated at one of its manufacturing
facilities. This resulted in a total restructuring charge of $1.9 million of
which $1.4 million was paid in the first quarter of 2002, $0.3 million in the
second quarter of 2002 and $0.1 million in the third and fourth quarter of 2002,
respectively. LM's management believes that the costs incurred from this
restructuring will be recovered within one year from its execution.
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE F - LONG-TERM DEBT
On June 26, 2001, LM's $48.2 million debt facility was amended, extending the
maturity date of the loan for three years, along with an interest rate reduction
equal to approximately 50% of its original interest rate on the borrowings. The
amended agreement required LM to make a $1.2 million principal repayment on the
second anniversary of the amendment with the balance of the loan maturing on
June 24, 2004. In exchange for these amendments and the return of a 5% equity
interest granted to the banking syndicate in 2000, the banking syndicate will
receive approximately ten percent (10%) of LM's equity which will vest over a
period of time ending on March 31, 2004. As of March 31, 2003, approximately 9%
of this equity vested to the banking syndicate. As a condition to the amendment,
the Parent made a capital contribution of $1.2 million to LM in June 2001.
In April 2003, LM's banking syndicate consented to defer the June 2003 $1.2
million principal repayment to the June 24, 2004 final maturity date of the
loan. This amount has been reclassified as part of long-term debt as of March
31, 2003.
NOTE G - SEGMENT DATA
Summarized financial information for the three months ended March 31, 2003 and
2002 concerning the Company's reportable segments is as follows (in thousands):
Three Months Ended
March 31, 2003 March 31, 2002
(Successor Co) (Predecessor Co)
-------------- ----------------
Operating Operating
Profit Profit
Sales (Loss) Sales (Loss)
--------- ------------ ----------- -----------
Brazil $ 21,397 $ 1,100 $ 27,280 $ 3,115
Australia 18,159 275 11,969 (1,329)
United States 4,674 (1,161) 6,487 266
France 3,535 250 2,651 141
Argentina 1,107 247 1,522 389
Corporate - United States - (1,071) - (969)
--------- ------------ ----------- -----------
Totals $ 48,872 $ (360) $ 49,909 $ 1,613
========= ============ =========== ===========
Through its subsidiaries, the Company serves its customers in the regions where
it does business through three principal product lines: Transaction Cards and
Systems ("TCS"), Printing Services and Document Management ("PSDM"), and
Security Printing Solutions ("SPS"). The table below presents the components of
these sales for the three months ended March 31, 2003 (Successor Company) and
2002 (Predecessor Company) as follows (Dollars in thousands):
Three Months Ended
March 31, 2003 March 31, 2002
(Successor Co) (Predecessor Co)
-------------- -----------------
Sales % Sales %
----- - ----- -
Transaction Cards and Systems $ 15,839 32.4 $ 18,284 36.6
Printing Services and
Document Management 11,654 23.9 7,712 15.5
Security Printing Solutions 21,379 43.7 23,913 47.9
-------- ----- -------- -----
Total Sales $ 48,872 100.0 $ 49,909 100.0
======== ===== ======== =====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
American Banknote Corporation is a holding company. All references to the
"Parent" are meant to identify the legal entity American Banknote Corporation on
a stand-alone basis. All references to the "Company" are to the Parent and all
of its subsidiaries, as a group.
The Parent's principal subsidiaries are: American Bank Note Company ("ABN"), the
U.S. operating subsidiary, American Bank Note, Ltda. ("ABNB"), a 77.5% owned
Brazilian company, ABN Australasia Limited, trading as Leigh-Mardon Pty. Ltd.
("LM"), a 91% owned Australian company (see "Liquidity and Capital Resources")
with an operating subsidiary in New Zealand, CPS Technologies, S.A. ("CPS"), a
French company and Transtex S.A. ("Transtex"), an Argentine company.
Through its subsidiaries, the Company serves its customers in the regions where
it does business through three principal product lines: Transaction Cards and
Systems ("TCS"), Printing Services and Document Management ("PSDM"), and
Security Printing Solutions ("SPS").
RESULT OF OPERATIONS
Sales by foreign subsidiaries for the three months ended March 31, 2003
(Successor Company) and March 31, 2002 (Predecessor Company) represent
approximately 90% and 87%, respectively of the Company's consolidated sales. The
Company has significant operations in Brazil, Australia, Argentina and France,
whose currencies experienced significant foreign exchange rate fluctuations
against the U.S. Dollar. For the first quarter ended March 31, 2003, the Company
experienced an average devaluation in the Brazilian and Argentine currencies of
approximately 32% and 40%, respectively, against the US Dollar when compared to
the first quarter ended March 31, 2002 (Predecessor Company). The Australian and
Euro currencies during this same period experienced an average appreciation of
approximately 16% and 22%, respectively. In particular, the Brazilian Real in
2002 experienced tremendous volatility against the U.S. Dollar, with the Real
devaluing at its lowest level by over 41% against the U.S. Dollar as of October
22, 2002 (R$3.96), when compared to the beginning of 2002 (R$2.35). Although the
average exchange rate for the first quarter of 2003 was R$3.50 to the US dollar,
as of May 2, 2003, the Real had strengthened to R$2.91 to the US Dollar, but
continues to experience significant volatility, of which a contributing factor
is the Argentinean crisis discussed below.
ABNB is the Company's largest subsidiary, contributing approximately half of the
revenues, operating profit and cash flow of the consolidated group. Currency
devaluation has severely impacted ABNB's cash flow in US Dollar terms, and has
therefore threatened its ability to send dividends to the Parent at the same
levels as in the past. Although, based on current estimates, it is anticipated
that dividends from ABNB (along with those of ABN) will be sufficient to fund
the Parent's operating expense in the foreseeable future, there can be no
assurance that further devaluation of the Real or other business developments
will not lead to a contrary result. Furthermore, the continued long-term threat
of currency devaluation could severely impact the Company's ability to repay its
Senior Notes due January 31, 2005. See "Liquidity and Capital Resources" for
further information.
In an effort to end its four-year recession, in January 2002 Argentina abandoned
its Peso-Dollar currency peg system. Initially the Peso was reset at an official
rate of US $1 = AR $1.40. In February 2002, the official rate was abandoned and
the currency was allowed to float freely on currency markets. At May 2, 2003,
the quoted exchange rate for the Peso on freely trading markets was
approximately US$1 = AR$2.98.
The comparisons that follow isolate and quantify the effect changes in foreign
exchange rates have had on the results of operations of the Company, thereby
enabling comparison of operating results of the Company's subsidiaries in U.S.
constant dollar terms ("constant dollars").
COMPARISON OF RESULTS OF THE THREE MONTHS ENDED MARCH 31, 2003 (SUCCESSOR CO)
WITH THE THREE MONTHS ENDED MARCH 31, 2002 (PREDECESSOR CO).
SALES
Sales in the first quarter of 2003 decreased by $1.0 million or 2.1% from the
first quarter of 2002. Exchange rate devaluation resulted in decreased revenues
of approximately $7.6 million, resulting from decreases of $10.0 million
attributable to Brazil and $0.7 million to Argentina, partly offset by revenue
increases associated with exchange rate appreciation of $2.4 million in
Australia and $0.7 million in France. After giving effect to devaluation, sales
increased by $6.6 million in constant dollars, as a result of higher sales in
Brazil of $4.1 million, Australia of $3.7 million, France of $0.2 million and
Argentina of $0.3 million, partly offset by lower sales in the United States of
$1.7 million. The net increase in sales in constant dollars is discussed in
detail by subsidiary below.
The decrease of $1.7 million in sales in the United States was due to decreased
SPS sales at ABN of stock and bond certificates of $1.1 million, food coupons of
$0.8 million partly offset by increases in secure, commercial and government
print of $0.2 million. The continued trend toward next day settlement, the
overall weakness in the financial markets and the decreasing overall demand for
secure paper-based documents of value that are used in the public and private
sector have and will continue to have a negative effect on the mix of sales and
gross margins at ABN.
Sales in Australia at LM were $3.7 million higher when compared to the prior
year. This increase was primarily due to $4.2 million in higher PSDM sales
resulting from new revenues generated by LM from the introduction of its mail
aggregation business. This increase was partly offset by declines in SPS sales
of approximately $0.5 million principally due to decreases in check usage and
check prices received from banks.
At Transtex, TCS sales increased by $0.3 million despite the severe and ongoing
economic recession which continues to negatively impact Argentina. The increase
was primarily due to large orders placed in 2003 on prepaid telephone cards
partly offset by one-time orders placed in the first quarter of 2002 by banks
for debit cards as a result of programs adopted by the government to keep
deposits in the banking system. Despite this improvement in sales in the first
quarter, there is no guarantee that this trend will continue as credit markets
in Argentina continue to remain highly volatile such that the overall trend in
card usage remains uncertain.
In France, the increase of $0.2 million in TCS sales at CPS was principally due
to an increase in pricing on bank cards of $0.6 million, principally due to new
technological enhancements required by the banks to include electronic purse
capabilities on cards, partly offset by lower phone card sales of $0.4 million,
as a result of the continued weakness in the telecommunications market.
Sales at ABNB in Brazil were $4.1 million higher than in 2002. The net increase
is attributable to higher SPS and PSDM sales of $4.4 million and $0.7 million,
respectively, partly offset by lower TCS sales of $1.0 million. The increase in
SPS sales was primarily due to increased volume levels on electronic print sales
of $3.3 million as ABNB gained market share at lower competitive pricing, and an
increase in driver license revenues of $1.1 million due to an increase in volume
and incremental higher pricing generated from adding fingerprint identification
on driver's licenses. The increase in PSDM sales of $0.7 million was primarily
due to increased sales of printing services to a new banking customer. These
increases were partly offset by a reduction in TCS sales due to lower volumes on
sales of phone cards of $1.4 million as a result of the telephone companies'
decision to reduce the number of card denominations from two to one, partly
offset by an increase in credit cards sales of $0.4 million due to higher volume
and increased prices.
COST OF GOODS SOLD
Cost of goods sold in the first quarter of 2003 increased $1.3 million or 3.5%
from the first quarter of 2002, with a corresponding decrease in gross margins
of $2.3 million. The impact of exchange rate devaluation accounts for decreased
cost of goods sold of $5.7 million and increased gross margins of approximately
$1.9 million. The effect of devaluation by country on cost of goods sold and
gross margins respectively was as follows: Brazil - $7.8 million and $2.2
million and Argentina - $0.4 million and $0.3 million, partly offset by exchange
rate appreciation increases in cost of goods sold and gross margins,
respectively, in Australia - $2.0 million and $0.4 million and France - $0.5
million and $0.2 million.
After giving effect to the above devaluation, cost of goods sold in constant
dollars increased by $7.0 million, which resulted primarily from the $6.6
million increase in sales discussed above and a change in product mix. As a
result, gross margins in constant dollars decreased by approximately $0.4
million when compared to the prior year. The net increase in cost of goods sold
in constant dollars is discussed in detail by subsidiary below.
As a percentage of sales, cost of goods sold increased to 79.5% in 2003 as
compared to 75.2% in 2002. A comparison of the percentage of cost of goods sold
by each of the Company's geographic locations to the prior year is as follows:
Three Months Ended March 31,
2003 2002
(Successor Co) (Predecessor Co)
------------- ----------------
Brazil 78.7% 77.4%
Australia 83.1% 79.5%
United States 73.5% 59.8%
Argentina 54.7% 53.4%
France 80.8% 83.4%
Cost of goods sold at ABNB in Brazil increased by $3.6 million from 2002, with a
corresponding increase in gross margins of $0.5 million. Cost of goods sold as a
percentage of sales increased by 1.3% when compared to the prior year. The
increase in cost of goods sold in constant dollar terms was attributable to both
an increase in sales and a change in product mix with higher volumes of
electronic print sales at lower margins replacing lower sales from higher margin
phone cards. The lower margins on electronic print sales was principally due to
competitive pricing pressures and production inefficiencies resulting from the
ramp up in higher production volume levels.
Costs of goods sold at LM in Australia increased by $3.6 million and resulted in
a corresponding increase in gross margins of $0.1 million when compared to the
prior year. As a percentage of sales, cost of goods sold increased by 3.6% when
compared to the prior year. The increase in cost of goods sold resulted from
higher variable costs of $3.9 million resulting from higher sales from the
introduction of the mail aggregation business, partly offset by reductions in
fixed overhead of $0.3 million resulting from the cost savings and profit
improvement programs initiated last year.
Cost of goods sold at ABN in the United States decreased by $0.5 million and
resulted in a decrease in gross margins of $1.2 million when compared to the
prior year. As a percentage of sales, cost of goods sold increased by
approximately 13.7%, when compared to the prior year, principally due to a
change in product mix whereby higher margin and lower cost stock and bond and
food coupon products continue to decline and are partly replaced by lower margin
and higher cost direct fulfillment and secure government and commercial printing
products.
In Argentina, cost of goods sold at Transtex was approximately $0.2 million
higher than in 2002, which resulted in an increase in gross margins of $0.1
million, primarily due to increased sales. As a percentage of sales, cost of
goods sold increased by 1.3% over the prior year primarily due to product mix.
In light of the severe ongoing economic crisis in Argentina, there is no
guarantee that this improved trend will continue.
At CPS in France, cost of goods sold increased by approximately $0.1 million
when compared to 2002 resulting in an increase in gross margins of $0.1 million.
As a percentage of sales, cost of goods sold improved by approximately 2.6% from
2002, primarily due to a change in product mix with higher margin bank cards
replacing reduced volumes on lower margin phone cards.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses during the first quarter of 2003 were
approximately the same when compared to the first quarter of 2002. Exchange rate
devaluation resulted in decreased selling and administrative expenses of
approximately $0.5 million, resulting from devaluation related decreases of $0.7
million in Brazil and $0.1 million in Argentina, which decreases were partly
offset by an exchange rate appreciation increase of $0.3 million in Australia.
This resulted in a net increase in selling and administrative expense from the
prior year in constant dollars of $0.5 million. In constant dollars, each of the
operating subsidiaries closely approximated the prior year with the exception of
$0.4 million in higher selling expenses at ABNB, and higher personnel expenses
of $0.1 million at LM, $0.1 million at Transtex and $0.1 million at the Parent,
partly offset by lower commissionable sales of $0.2 million at ABN. As a
percentage of sales, selling and administrative expenses were comparatively
similar (14.9 % in 2003 as compared to 14.7% in 2002).
RESTRUCTURING
The restructuring charge of $0.4 million in the first quarter of 2003 represents
severance payments to employees in connection with ABN's decision to close its
Philadelphia plant and consolidate all its manufacturing operations into its
Tennessee facility. (See Note F to the Company's Consolidated Financial
Statements provided herein for further information).
The restructuring charge of $1.4 million in the first quarter of 2002 represents
termination payments to employees in connection with LM's restructuring program
(the "LM Restructuring") for the purpose of consolidating its manufacturing
operations (See Note F to the Company's Consolidated Financial Statements
provided herein for further information).
DEPRECIATION EXPENSE
Depreciation and amortization expense for the first quarter of 2003 was $0.7
million higher when compared to the first quarter of 2002. Exchange rate
devaluation accounts for a decrease of approximately $0.8 million, resulting in
a net increase of $1.5 million in constant dollars. This increase was primarily
related to the additional depreciation expense at ABNB resulting from the fair
valuation of fixed assets in accordance with Fresh Start accounting in the third
quarter of 2002.
INTEREST EXPENSE
Interest expense for the first quarter of 2003 was approximately $0.2 million
lower when compared to the first quarter of 2002. This decrease resulted
primarily from lower interest at ABNB of $0.2 million and ABN of $0.1 million
due to lower borrowings partly offset by an increase of $0.1 million in accrued
interest on the Parent's Senior Notes.
GAIN ON SENIOR NOTE REPURCHASE
In February 2003, the Parent purchased through privately negotiated transactions
a block of $4.0 million face amount of bonds for an aggregate purchase price of
$2.0 million. The Parent recorded a gain of approximately $2.0 million on the
repurchase of these bonds reflecting the difference between the face amount and
the purchase price in the first quarter of 2003. See "Liquidity and Capital
Resources" for further information.
OTHER, NET
Other net for the first quarter of 2003 was approximately the same when compared
to the first quarter of 2002.
BANKRUPTCY COSTS
Bankruptcy costs in the first quarter of 2003 decreased by $0.2 million from the
first quarter of 2002. This decrease resulted from additional costs required in
2002 in connection with the consummation of the Parent's Fourth Amended and
Restated Plan of Reorganization (the "Plan"). Remaining costs to be incurred
will result from the further administrative wind-down of the Plan, which are
reasonable and customary to complete the reorganization process and are not
expected to be material.
TAXES ON INCOME
Taxes on income are calculated using the effective tax rate for each tax
jurisdiction and various assumptions, such as state and local taxes and the
utilization of foreign taxes in the U.S. The effective tax rate is further
adjusted for any permanent differences between the book basis and tax basis of
assets and liabilities. In addition, the Company has provided a valuation
allowance against its U.S. net operating losses and other U.S. deferred tax
assets due to the uncertainty as to the realization of U.S. taxable income in
the future.
MINORITY INTEREST
Minority interest represents the 22.5% minority interest in ABNB held by
Bradesco Vida e Previdencia S.A., a subsidiary of the Bradesco Group.
LIQUIDITY AND CAPITAL RESOURCES
Summary of Cash Flows. Cash and cash equivalents decreased by $2.2 million in
the first quarter of 2003 compared to a decrease of $2.0 million in the
comparable period of 2002. This decrease in cash flow of $0.2 million between
the periods resulted from the following:
o A $1.3 million net decrease in cash flow from operating activities
attributable to a $1.2 million unfavorable working capital variance
and a $0.1 million decrease in net income after non cash adjustments.
The unfavorable working capital variance is principally attributable
to the reduced collection of receivables in the first quarter of 2003
compared to the first quarter of 2002. This is principally due to
slower collections in 2003 in Brazil on government receivables and the
large food coupon order collected at ABN in the first quarter of 2002.
o A $1.5 million net increase in cash flow from investing activities
principally attributable to decreased net capital expenditures in
Brazil, Australia, and ABN of $0.4 million, $0.5 million, and $0.6
million, respectively in 2003.
o A $0.7 million net decrease in cash from financing activities
attributable to the Company's use of $2.0 million to buy back its
Senior Notes in February 2003, an increase in dividends of $0.1
million paid to ABNB's minority shareholders in 2003 and $1.6 million
of increased borrowings in Australia utilized for general working
capital purposes. These net decreases were partly offset by lower
repayments of $2.9 million related to the prior year pay down of the
working capital facility at ABN and a $0.1 million net reduction in
repayments on short-term equipment financing in Brazil.
o A $0.3 million net increase in cash due to the impact of favorable
exchange rate valuation in 2003 on cash balances on hand.
SHORT-TERM BORROWINGS. At March 31, 2003 (Successor Company), the Company's
subsidiaries had outstanding approximately $2.5 million (excluding letters of
credit) under their respective short-term credit facilities. The Company's
domestic subsidiary, ABN, had a one year $2 million asset-based working capital
facility with a local bank in Tennessee which expired on March 31, 2003 and
allowed ABN to borrow at a 5.5% short term interest rate for general working
capital and letters of credit purposes. Under the terms of the facility, ABN had
the right to renew the facility for two additional years. However, in April 2003
the bank notified ABN that it is presently performing its annual credit review
of ABN and has temporarily placed ABN's working capital facility on hold. While
ABN is in compliance with all terms of its credit facility, there is no
assurance that its local bank will renew the existing line of credit. In the
event the line is not renewed, ABN will explore alternative financing
arrangements along similar terms with other banks. There is no guarantee that
ABN will be able to obtain similar financing, however, the Company believes that
ABN will generate sufficient internal cash flow such that the facility will not
be required. As a result of the expiration of the facility, at March 31, 2003,
ABN had no availability under the line. At such date, ABN had no outstanding
borrowings under the line, and had used $0.3 million for outstanding letters of
credit, which remain outstanding and in effect as of May 15, 2003. The Company's
Brazilian subsidiary, ABNB, had $0.2 million of short-term borrowings at March
31, 2003 in connection with various equipment purchases. The Company's French
subsidiary, CPS, had available approximately $1.1 million at March 31, 2003
under its working capital credit facility with no borrowings against the
facility as of March 31, 2003. The Company's Australian subsidiary, LM, has a
working capital facility of approximately $3.5 million with a local bank
collateralized by LM's banking syndicate. At March 31, 2003, LM had used
approximately $2.3 million for working capital purposes and $0.3 million for
outstanding letters of credit under the line, leaving approximately $0.9 million
available for working capital purposes. The Company's Argentine subsidiary,
Transtex, had no outstanding borrowings. As a result of overall credit
tightening by the banks in Argentina, no further credit terms are available to
Transtex.
LONG-TERM DEBT. The Company's long-term debt consists of (i) the $93.8 million
of the Parent's 10 3/8% Senior Notes due January 31, 2005, which was reinstated
under the Plan and accrues interest in kind, (ii) $48.2 million of LM's senior
and subordinated non-recourse debt due June 2004 (the "LM Debt"), and (iii) $0.7
million of mortgage indebtedness at ABN.
Pursuant to the Parent's announcement in its 8-K filed October 16, 2002, the
Parent's Board of Directors authorized the Parent to repurchase up to $15
million face amount of its outstanding Senior Notes from time to time at a
discount to par value following the Effective Date. The Senior Notes will be
repurchased at management's discretion, either in the open market or in
privately negotiated block transactions. The decision to buy back any Senior
Notes will depend upon the availability of cash at the Parent and other
corporate developments.
In February 2003, the Parent purchased through privately negotiated transactions
a block of $4.0 million face amount of Senior Notes for an aggregate purchase
price of $2.0 million. The Parent recorded a gain of approximately $2.0 million
on the repurchase of these bonds reflecting the difference between the face
amount and the purchase price in the first quarter of 2003.
ABILITY TO SERVICE DEBT
The high levels of the Parent's Senior Note indebtedness, $93.8 million at March
31, 2003, poses a high degree of uncertainty as to the Company's ability to
repay this debt upon the January 31, 2005 maturity date. Absent a significant
increase in available free cash flow from operations, it is the Parent's
intention from now until the maturity date to continue to pay in kind its
semi-annual interest payments on the Senior Notes in lieu of cash interest, as
permitted under its revised indenture. As a result there is significant risk
that the Company may not generate sufficient future cash flow from operations to
repay these Senior Notes upon maturity. This factor combined with the Company's
limited access to capital and financial markets for the purpose of obtaining new
financing or equity to refinance the Senior Notes could possibly require a
further restructuring, bankruptcy or partial or total liquidation or sale of the
Company. See the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 for further disclosure relating to these risks.
The Company's Australian subsidiary, LM, is highly leveraged with approximately
$45.2 million of local bank debt which is non-recourse to the Parent. The Parent
and LM notified LM's banking syndicate in December 2000 that LM would be unable
to fully repay the loan by the December 31, 2001 maturity date and therefore
requested that the banks consider a modification, restructuring and extension to
the existing terms of the present banking facility.
On June 26, 2001, the LM Debt was amended, extending the maturity date of the
loan for three years, along with an interest rate reduction equal to
approximately 50% of its original interest rate on the borrowings. The amended
agreement required LM to make a $1.2 million principal repayment on the second
anniversary of the amendment with the balance of the loan maturing on June 24,
2004. In exchange for these amendments and the return of a 5% equity interest
granted to the banking syndicate in 2000, the banking syndicate will receive
approximately ten percent (10%) of LM's equity which will vest over a period of
time ending on March 31, 2004. As of March 31, 2003, approximately 9% of this
equity vested to the banking syndicate. As a condition to the amendment, the
Parent made a capital contribution of $1.2 million to LM in June 2001. In April
2003 LM's banking syndicate consented to defer the June 2003 $1.2 million
principal repayment to the June 24, 2004 maturity of the loan.
LM's management continues to hold in abeyance certain short-term profit
improvement programs requiring the use of capital, pending its ongoing
discussions with LM's banking syndicate as to whether a further restructuring,
refinancing and or re-capitalization of the LM Debt in advance of the June 2004
loan maturity date can be accomplished. In April 2003, LM and LM's banking
syndicate agreed in principle on a capital reorganization of its business so
that it can be sold debt-free. As a result, LM's board has appointed a local
independent investment bank to act as financial advisors on any sale process to
take place. It is likely that, in 2003, as a result of the sales process, the
Company will exit as LM's major shareholder for a market consideration to be
determined. As the LM Debt is non-recourse to the Parent, should the Parent exit
as LM's major shareholder, the Parent would have no further liability and would
recognize a non-cash gain upon disposition. While agreements in principle
between the Company, LM and LM's banking syndicate have resulted in satisfactory
arrangements in the past, there is no certainty that the above process will be
satisfactorily concluded. In the event that these discussions are not
satisfactorily concluded, there is a possibility LM may not be able to continue
as a going concern absent further accommodation from the bank syndicate.
Moreover, the Parent notes that LM's capital constraints have caused local
management difficulty in upgrading computer and other systems which, in turn,
have hampered local management's ability to effectively and efficiently operate,
evaluate and restructure its business. Under the terms of the LM Debt, dividends
payable to the Parent will continue to be completely restricted.
As a holding company, the Parent is dependent on dividends from its subsidiaries
to service its US publicly held debt and to fund its corporate office expenses.
Currently, ABN, ABNB, CPS and Transtex are permitted to pay dividends, although
presently only ABN and ABNB generate sufficient excess cash flow to fund any
material portion of the US obligations. There can be no assurance that ABN and
ABNB will continue to generate sufficient excess cash flow from their respective
operations to service and repay the principal on the Parent's remaining
reorganized public debt structure and fund the Parent's corporate office
expenses.
In the third quarter of 2002, the United States Department of Agriculture (the
"USDA") gave notice to ABN that the USDA did not anticipate the need to place
any further purchase orders for the production of food coupons for the remainder
of the term of its requirements contract with ABN. The elimination of food
coupon orders has had a significant impact on the Company's cash flow. While
revenue from food coupons as a percentage of total consolidated sales for 2002,
2001 and 2000 was small (approximately 3.5%, 3.3% and 2.5%), the gross margins
were significant ($4 million in 2002 and 2001 and $3.7 million in 2000). The
reduction in operating margins from food coupon sales will have a direct and
significant effect on the cash flow of ABN as well as the level of dividends
that will be available to the Parent. See the Company's Annual Report on Form
10-K for the year ended December 31, 2002 for further disclosure relating to the
reduction in food coupon revenues at ABN.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q, under the captions, "Business," and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in certain documents incorporated by reference herein constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve unknown and uncertain risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Forward-looking statements are identified by the use of forward
looking words or phrases such as "anticipates," "intends," "expects,"
"believes," "estimates," or words or phrases of similar import. These
forward-looking statements are subject to numerous assumptions, risks, and
uncertainties, and the statements looking forward beyond 2003 are subject to
greater uncertainty because of the increased likelihood of changes in underlying
factors and assumptions. Actual results could differ materially from those
anticipated by the forward-looking statements. Such factors are more fully
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, which should be considered in connection with a review of
this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
FOREIGN OPERATIONS AND FOREIGN CURRENCY
The Company operates in Brazil, Australia, and France, which had significant
foreign exchange fluctuations in 2000, 2001 and 2002. In addition, the Company
operates in Argentina, which has recently defaulted on its government debt and
has devalued its currency in an effort to end the country's four-year recession.
The Company's foreign exchange exposure policy generally calls for selling its
domestic manufactured product in U.S. Dollars and, in the case of LM, ABNB,
Transtex and CPS, selling in their national currencies, in order to minimize
transactions occurring in currencies other than those of the originating
country. For the three months ending March 31, 2003, the Company experienced an
average devaluation in the Brazilian and Argentine currencies of approximately
32% and 40%, respectively. In particular, the Brazilian Real in 2002 experienced
tremendous volatility against the US Dollar, with the Real devaluing by as much
as 41% (R$3.96) against the US Dollar as of October 22, 2002, when compared to
the beginning of the year (R$2.35). Although the average exchange rate for the
first quarter of 2003 was R$3.50 to the US Dollar, as of May 2, 2003, the Real
had strengthened to R$2.91 to the US Dollar, and continues to experience
volatility.
ABNB is the Company's largest subsidiary, contributing approximately half of the
revenues, operating profit and cash flow of the consolidated group. Currency
devaluation has severely impacted ABNB's cash flow in US Dollar terms, and has
therefore threatened its ability to send dividends to the Parent at the same
levels as in the past. Although, based on current estimates, it is anticipated
that dividends from ABNB (along with those of ABN) will be sufficient to fund
the Parent's operating expense in the foreseeable future, there can be no
assurance that further devaluation of the Real or other business developments
will not lead to a contrary result. Furthermore, the continued long-term threat
of currency devaluation could severely impact the Company's ability to repay its
Senior Notes due January 31, 2005.
In an effort to end its four-year recession, in January 2002 Argentina abandoned
its Peso-Dollar currency peg system. Initially the Peso was reset at an official
rate of US $1 = AR $1.40. In February 2002, the official rate was abandoned and
the currency was allowed to float freely on currency markets. At May 2, 2003,
the quoted exchange rate for the Peso on freely trading markets was
approximately US$1 = AR$2.98.
ITEM 4 CONTROLS AND PROCEDURES
Based on their evaluation of the Company's disclosure controls and
procedures as of a date within 90 days of the filing of this report, the Chief
Executive Officer and Chief Financial Officer have concluded, subject to the
following paragraph, that such controls and procedures are effective. There were
no significant changes in the Company's internal controls or in other factors
that could significantly affect such controls subsequent to the date of their
evaluation.
The Company's management, including the Parent's Chief Executive
Officer and Chief Financial Officer, have concluded that the Company's
disclosure controls and procedures, though effective, are not guaranteed to
prevent all error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of the control. The design of any
system of controls is also based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any control will
succeed in achieving its stated goals under all potential future conditions.
Over time, a control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures related to the control
may deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
PART II -OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On December 8, 1999 (the "Petition Date"), the Parent (but none of its
subsidiaries) filed a petition for reorganization relief under Chapter 11 of the
United States Bankruptcy Code. On that date, the Parent also filed its initial
plan of reorganization which set forth the manner in which claims against and
interests in the Parent would be treated following its emergence from Chapter
11. Only the Parent filed a petition for reorganization relief under Chapter 11.
None of the Parent's subsidiaries was a party to the Chapter 11 Proceeding or
any other insolvency or similar proceeding.
The Parent's plan of reorganization was subsequently amended four times and on
May 24, 2002, the Parent submitted its Final Disclosure Statement with respect
to its proposed Fourth Amended Reorganization Plan to the Bankruptcy Court. On
August 22, 2002, the Bankruptcy Court confirmed the Plan. On October 1, 2002,
the Effective Date, all conditions required for the consummation of the Plan
were achieved and the Plan became effective.
On January 29, 2003, in accordance with the standard procedures of the
Bankruptcy Court, the Parent filed final omnibus objections to expunge any
claims that it believes have no basis or merit. The Parent's objections included
objections to claims that were duplicative, inconsistent with the Company's
books and records, untimely, already satisfied or resolved under the Plan, or
otherwise without merit. The Bankruptcy Court will consider the Company's
objections to the proofs of claim, and any responses by the affected claimants
thereto, at a hearing scheduled on June 25, 2003, or on such other adjourned
dates as may be scheduled by the Bankruptcy Court. The Company has reinstated
all known creditor claims that were recorded as pre-petition liabilities net of
any negotiated settlements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit Number Description
Exhibit 99.1* CEO Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.2* CFO Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.3* CEO Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.4* CFO Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
* Filed herewith
(b) None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN BANKNOTE CORPORATION
By: /s/ Steven G. Singer
-----------------------------
Steven G. Singer
Chairman and Chief Executive
Officer
By: /s/ Patrick J. Gentile
-----------------------------
Patrick J. Gentile
Executive Vice President and
Chief Financial Officer
Dated: May 15, 2003