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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, 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 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. 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__
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. YES X NO__
AS OF MAY 17, 2004, 11,770,815 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR
VALUE $.01 PER SHARE, WERE OUTSTANDING.
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............................................... 20
Item 4. Controls and Procedures................................... 21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings......................................... 22
Item 6. Exhibits and Reports on Form 8-K........................... 22
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
March 31,
2004 December 31,
(Unaudited) 2003
--------- ---------
ASSETS
Current assets
Cash and cash equivalents $ 8,510 $ 9,018
Accounts receivable, net of allowance for doubtful
accounts $1,180 and $1,096 19,138 19,414
Inventories, net of allowances
of $158 and $314 15,373 16,664
Prepaid expenses and other 4,351 3,427
Deferred tax assets of subsidiaries 2,639 2,244
--------- ---------
Total current assets 50,011 50,767
--------- ---------
Property, plant and equipment
Land 2,071 2,179
Buildings and improvements 6,443 7,811
Machinery, equipment and fixtures 84,386 82,632
Construction in progress 363 34
--------- ---------
93,263 92,656
Accumulated depreciation and amortization (49,381) (48,028)
--------- ---------
43,882 44,628
Other assets 1,429 1,802
Investment in non-consolidated subsidiaries 7,389 (48,527)
Goodwill 71,737 72,121
--------- ---------
Total assets $ 174,448 $ 120,791
========= =========
See Notes to Consolidated Financial Statements
1
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)
March 31,
2004 December 31,
(unaudited) 2003
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Current portion of long-term debt $ 102,631 $ 29
Revolving facilities of subsidiaries 659 1,393
Accounts payable and accrued expenses 24,528 26,754
--------- ---------
Total current liabilities 127,818 28,176
Long-term debt 648 100,667
Other long-term liabilities 12,980 13,012
Deferred taxes 2,173 2,196
Minority interest 23,817 24,217
--------- ---------
Total liabilities 167,436 168,268
Commitments and Contingencies
Stockholders' equity (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) (30,942) (86,013)
Treasury stock, at cost 57,756 shares (103) (103)
Accumulated other comprehensive income 17,046 17,628
--------- ---------
Total stockholders' equity (deficit) 7,012 (47,477)
--------- ---------
$ 174,448 $ 120,791
========= =========
See Notes to Consolidated Financial Statements
2
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Dollars in thousands, except per share data)
Three Months Ended
March 31,
2004 2003
-------- --------
CONTINUING OPERATIONS
Sales $ 38,896 $ 30,713
-------- --------
Costs and expenses
Cost of goods sold 27,712 23,736
Selling and administrative 5,620 4,913
Restructuring -- 366
Depreciation and amortization 2,943 2,333
-------- --------
36,275 31,348
-------- --------
2,621 (635)
Other expense (income)
Interest expense 2,709 2,514
Gain on senior note repurchase -- (2,013)
Other, net (1,002) 249
-------- --------
1,707 750
-------- --------
Income (Loss) before reorganization
items, taxes on income and
minority interest 914 (1,385)
Reorganization costs -- 43
-------- --------
Income (loss) before taxes on
income and minority interest 914 (1,428)
Taxes on income 1,358 782
-------- --------
Loss before minority
interest (444) (2,210)
Minority interest 437 100
-------- --------
Loss from continuing operations (881) (2,310)
DISCONTINUED OPERATIONS
Loss from discontinued operations $ (961) $ (345)
Gain on disposal of discontinued operations 56,913 --
-------- --------
55,952 (345)
-------- --------
Net income (loss) $ 55,071 $ (2,655)
======== ========
Net income (loss) per common share -
Basic and Diluted
Continuing operations $ (0.07) $ (0.20)
Discontinued operations 4.75 (0.03)
-------- --------
Net income (loss) $ 4.68 $ (0.23)
======== ========
See Notes to Consolidated Financial Statements
3
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED
(Dollars in thousands)
Three Months Ended
March 31,
2004 2003
-------- --------
Net income (loss) $ 55,071 $ (2,655)
Foreign currency translation adjustment (582) 4,026
-------- --------
Comprehensive income $ 54,489 $ 1,371
======== ========
See Notes to Consolidated Financial Statements
4
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
Three Months Ended
March 31,
2004 2003
-------- --------
Net cash provided by operating activities $ 2,359 $ 575
Investing Activities
Capital expenditures (2,718) (419)
Proceeds from sale of assets 1,271 4
Disposition of LM's operating cash (83) (97)
-------- --------
Net cash used in investing activities (1,530) (512)
Financing Activities
Revolving facilities, net (721) (126)
Proceeds (Repayments) of long-term debt, net (6) (14)
Repurchase of senior notes -- (2,017)
Dividend to minority shareholder (675) (268)
-------- --------
Net cash used in financing activities (1,402) (2,425)
Effect of foreign currency exchange rate changes
on cash and cash equivalents (18) 144
-------- --------
Decrease in cash and cash equivalents (591) (2,218)
Cash and cash equivalents - beginning of year 9,101 10,769
-------- --------
Cash and cash equivalents - end of period $ 8,510 $ 8,551
======== ========
Supplemental disclosures of cash flow information
Taxes $ 1,669 $ 900
Interest 69 700
Reorganization items 580 200
See Notes to Consolidated Financial Statements
5
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME - UNAUDITED
THREE MONTHS ENDED MARCH 31, 2004
(Dollars in thousands)
Accumulated
Other
Compre-
Common Capital Retained Treasury hensive Total
Stock Surplus Deficit Stock Income Equity
-------- -------- -------- -------- -------- --------
Balance -
January 1,
2004 $ 118 $ 20,893 $(86,013) $ (103) $ 17,628 $(47,477)
Net Income 55,071 55,071
Currency
Translation (582) (582)
Adjustments
-------- -------- -------- -------- -------- --------
Balance
March 31,
2004 $ 118 $ 20,893 $(30,942) $ (103) $ 17,046 $ 7,012
======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
6
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"), a
US operating subsidiary, American Bank Note, Ltda. ("ABNB"), a 77.5% owned
Brazilian company, CPS Technologies, S.A. ("CPS"), a French company, and
Transtex S.A. ("Transtex"), an Argentine company.
On April 7, 2004, the Parent exited as the 90% major shareholder of its former
Australian subsidiary, ABN Australasia Limited (trading as the Leigh Mardon
Group ("LM") by entering into a series of agreements with LM and the members of
LM's Senior lending syndicate, ("the Banking Syndicate"). This has been recorded
as a discontinued operation of a segment of the Company's business. See Note G
for further information.
The financial information as of March 31, 2004 and for the three-month periods
ended March 31, 2004 and 2003 have 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, 2003.
Operating results for the three months ended March 31, 2004 may not be
indicative of the results that may be expected for the full year.
In December 1999, the Parent (but none of its subsidiaries) filed a petition for
reorganization relief under Chapter 11 of the United States Bankruptcy Code (the
"Chapter 11 Proceeding"). 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.
The Company has significant operations in Brazil, Argentina and France. On a
consolidated basis, these operations experienced significant foreign exchange
rate fluctuations against the US Dollar in 2003. Foreign exchange rate
fluctuations on a comparative basis continued to exist in the first quarter of
2004 when compared to the same period in 2003.
Over the past year, the Brazilian Real and the Argentine Peso have each improved
overall, despite the significant volatility and fluctuations which have
historically plagued both countries' currencies. For the first quarter ended
March 31, 2004 when compared to the first quarter ended March 31, 2003, the
Brazilian and Argentine currencies experienced an average exchange rate
appreciation of approximately 21% and 9%, respectively. The Euro currency
experienced an average appreciation of approximately 17% during the same period.
Nevertheless, historically, and to date, the Brazilian Real has experienced
tremendous volatility against the US Dollar. The average exchange rate for the
three months ended March 31, 2004 was R$2.90 to the US Dollar. As of May 11,
2004, the Real had weakened to R$3.14 to the US Dollar. Despite its significant
improvement in 2003, the Real continues to experience exchange rate volatility,
as the average exchange rate devaluation for the twelve months ended December
31, 2003 was 5% against the US Dollar when compared to the prior year. Given its
historic volatility there is no guarantee that the Real will either improve or
stabilize at any certain level against the US Dollar.
ABNB is the largest subsidiary, historically contributing approximately half of
the revenues, operating profit and cash flow of the consolidated group which can
be expected to grow with the deconsolidation of LM. The Real's overall
devaluation over the past two years has severely impacted ABNB's cash flow in US
Dollar terms, and has therefore threatened its ability to pay dividends to the
Parent at the same levels as in the past. Based on current estimates, it is
7
anticipated that dividends from ABNB (along with those of other subsidiaries)
will be sufficient to fund the Parent's operating expense in the foreseeable
future. There can be no assurance, however, that further devaluation of the Real
or other business developments will not lead to a contrary result.
In Argentina, the unsettled political and economic environment 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 and the abandonment of its Peso-Dollar
currency peg system which has allowed the currency to float freely on currency
markets, Transtex has generated positive operating income and cash flow for the
first quarters of 2004 and 2003 as well as all of 2003. While throughout 2002,
the Argentine government imposed a moratorium on dividend repatriations outside
the country, the government, in 2003, 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.
8
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, 2004 and 2003 were as follows:
Three Months Ended
March 31, March 31,
2004 2003
-------- --------
Numerator for loss from continuing operations $ (881) $ (2,310)
======== ========
Numerator for income from discontinued operations $ 55,952 $ (345)
======== ========
Denominator for per share computations
Weighted average number of shares outstanding
(in thousands):
Common Stock 11,771 11,771
======== ========
In 2004, income from discontinued operations represents the non-cash gain
resulting from the disposition of the Company's Australian subsidiary LM in
April 2004 and LM's loss from operations for the first quarter ended 2004, while
in 2003, it represents the loss from LM's results of operation for the first
quarter of 2003. (See Note G for further information.)
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
SFAS 150 - In May 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 150 (SFAS 150), Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS 150 establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The adoption of SFAS 150 in the third quarter of 2003 did not have a
material impact on the Company's results of operations or financial position.
SFAS 132(R) - In December 2003, the FASB issued SFAS 132(R), Employers'
Disclosures about Pensions and Other Postretirement Benefits. The provisions of
this Statement do not change the measurement and recognition provisions of SFAS
87, Employers' Accounting for Pensions, SFAS 88, Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits, and SFAS 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions. SFAS 132(R) replaces SFAS 132 and adds disclosures
of plan assets by category, investment policies and strategies for these
categories, estimated future benefit payments and contributions and improves
quarterly disclosures. This statement is effective for financial statements with
fiscal years ending after December 15, 2003, except for the disclosure of
estimated future benefit payments which is effective for fiscal years ending
after June 15, 2004. The interim-period disclosures required by this statement
are effective for interim periods beginning after December 15, 2003. The Company
adopted the provisions of this statement in 2003.
FIN 46 - In January 2003, the FASB issued FASB Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities (revised December 2003), an
interpretation of Accounting Research Bulletin No. 51, Consolidated Financial
Statements. FIN 46 requires variable interest entities (VIEs) to be consolidated
by the primary beneficiary of the entity. VIEs are entities that lack sufficient
equity to finance its activities without additional subordinated financial
support or whose equity investors do not have the characteristics of a
controlling financial interest. All VIEs, with which the Company is involved,
must be evaluated to determine the primary beneficiary of the risks and rewards
of the VIE. The provisions of FIN 46 must be applied to all entities subject
9
to this Interpretation in the first quarter of 2004. However, prior to the
required application of this Interpretation, FIN 46 must be applied to those
entities that are considered to be special-purpose entities no later than as of
the end of the first reporting period that ends after December 15, 2003. The
adoption of FIN 46 does not have a material effect on the Company's results of
operations or financial position.
FIN 45 - In November 2002, the FASB issued FIN 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. FIN 45 is principally a clarification and elaboration of
SFAS No. 5, Accounting for Contingencies under which companies were required to
recognize a liability when it became likely that the company would have to honor
its guarantee. FIN 45 adds disclosures required by the guarantor about its
obligations under guarantees it has issued. The disclosure requirements in FIN
45 are effective for annual and interim periods ending after December 15, 2002.
It also requires a guarantor to recognize a liability for certain guarantees, at
the inception of a guarantee, for the fair value of the obligations it has
assumed, even if it is not probable that payments will be required. The initial
recognition and measurement provisions of FIN 45 are required only on a
prospective basis for guarantees issued or modified after December 31, 2002. The
adoption of FIN 45 did not have a material impact on the Company's financial
position or results of operations.
SAB 104 - In December 2003, the Staff of the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin No. 104 (SAB 104), "Revenue Recognition"
which supersedes SAB 101, "Revenue Recognition in Financial Statements." SAB
104's primary purpose is to rescind accounting guidance contained in SAB 101
related to multiple-element revenue arrangements and to rescind the SEC's
"Revenue Recognition in Financial Statements Frequently Asked Questions and
Answers" (FAQ) issued with SAB 101. Selected portions of the FAQ have been
incorporated into SAB 104. The adoption of SAB 104 did not have a material
impact on the Company's revenue recognition policies.
10
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,
2004 2003
------- -------
Finished goods $ 195 $ 7
Work-in-progress 7,043 8,934
Raw materials and supplies (net of allowances of
$158 and $314, respectively) 8,135 7,723
------- -------
$15,373 $16,664
======= =======
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 the first quarter of 2003, in light of the significant contraction in stock
and bond and food coupon volume reductions, ABN consolidated its Philadelphia
operations into its Tennessee operation, thereby placing all of ABN's
manufacturing operations within a single location, resulting in the termination
of approximately 50 employees. Accordingly, ABN recorded a one-time
restructuring charge of $0.4 million in the first quarter of 2003 related
primarily to employee terminations. One-time costs related to plant wind down
and equipment relocation were funded through internal cash flow and expensed as
incurred and have been included in cost of goods sold 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. Additionally, in the third
quarter of 2003, ABN consolidated its two secure satellite storage and
distribution facilities into a single facility.
11
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE F - Long-term debt
Long-term debt at March 31, 2004 of $103.3 million consists of $102.6 million of
the Parent's Senior Notes due January 31, 2005 which is classified as current on
the balance sheet, and $0.7 million of mortgage indebtedness secured by
properties owned by ABN.
NOTE G - DISCONTINUED OPERATIONS
On April 6, 2004, the Parent entered into a series of agreements with LM, the
subsidiary's Banking Syndicate and with a newly-formed company owned by the
members of the Banking Syndicate, for the purpose of restructuring LM and to
enable the Company to exit as the major shareholder of LM.
Under the terms of the Agreement, LM's capital structure was reorganized such
that the Banking Syndicate forgave approximately $47.4 million of LM's $64.7
million of total senior bank debt (inclusive of LM's working capital facility).
In exchange, the Parent relinquished its 90% controlling equity stake in LM for
approximately (i) 11% of approximately $20 million face amount of newly-issued
preference stock and (ii) "deferred common equity" of up to 40% of LM, which
will be issued in stages if and when the restructured senior bank debt and the
preference stock of reorganized LM is fully repaid and redeemed, respectively.
The Company has not ascribed a value to the common equity because events that
define its issuance are uncertain and may not occur.
This exchange resulted in a non-cash gain from discontinued operations of $56.0
million to the Company as a result of the Company relinquishing its controlling
equity interest in exchange for (i) the net discharge of the Company's carrying
value of LM's equity deficit, which was approximately $53.9 million at March 31,
2004 which included a $1.0 million loss from operations for the first quarter of
2004 plus (ii) the value of the newly-issued preference shares received by the
Company, which is estimated to be approximately $2.1 million.
As a result of this transaction, effective January 1, 2004, the Company recorded
the gain on the disposition of LM as a discontinued operation and reflected the
results of operations for the first quarter of 2004 of $1.0 million as a
component of discontinued operations. Furthermore, the results of operations of
LM for the first quarter of 2003 of $0.4 million were deconsolidated and
reflected as a component of discontinued operations for comparative purposes.
The Company recorded its remaining preference stock investment in LM valued at
approximately $2.1 million under the cost method, as it will have a
non-controlling interest in LM and reflected this amount as a component of
investment in non-consolidated subsidiaries on the Company's consolidated
balance sheet at March 31, 2004. For comparative purposes, the Company
deconsolidated LM from the Company's consolidated balance sheet at December 31,
2003, which resulted in a negative investment of $53.8 million and is reflected
as a component of investment in non-consolidated subsidiaries.
NOTE H - SEGMENT DATA
Summarized financial information for the three months ended March 31, 2004 and
2003 concerning the Company's reportable segments is as follows (in thousands):
12
Three Months Ended
--------------------------------------
March 31, 2004 March 31, 2003
------------------ ----------------
Operating Operating
Profit Profit
Sales (Loss) Sales (Loss)
------- ------- ------- -------
Brazil $27,204 $ 3,051 $21,397 $ 1,100
Australia (1) -- -- -- --
United States 6,286 369 4,674 (1,161)
France 3,624 (114) 3,535 250
Argentina 1,782 370 1,107 247
Corporate - United States -- (1,055) -- (1,071)
------- ------- ------- -------
Totals $38,896 $ 2,621 $30,713 $ (635)
======= ======= ======= =======
(1) LM was disposed of in April 2004 and therefore its results of operations
through the date of disposition for 2004 and 2003 are reflected as a component
of discontinued operations.
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, 2004 and 2003 as follows
(Dollars in thousands):
Three Months Ended
---------------------------------
March 31, 2004 March 31, 2003
--------------- ---------------
Sales % Sales %
------- ----- ------- -----
Transaction Cards and Systems $14,516 37.3 $10,004 32.6
Printing Services and
Document Management 6,980 17.9 4,372 14.2
Security Printing Solutions 17,400 44.8 16,337 53.2
------- ----- ------- -----
Total Sales $38,896 100.0 $30,713 100.0
======= ===== ======= =====
13
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
US operating subsidiary, American Bank Note, Ltda. ("ABNB"), a 77.5% owned
Brazilian company, CPS Technologies, S.A. ("CPS"), a French company and Transtex
S.A. ("Transtex"), an Argentine company.
On April 7, 2004, the Parent entered into a series of agreements with LM, its
former 90% owned Australian subsidiary, and the members of LM's Banking
Syndicate, for the purpose of restructuring LM. As a result of this
restructuring, the Parent exited as the major shareholder of LM and recognized a
non-cash gain on the disposition of LM as a discontinued operation (See Note G
for further information). The operations of LM for the first quarter of 2004 and
2003 are therefore reflected as a component of discontinued operations and as a
result the following management's discussion of results of operations will
exclude any comparison of LM's operations.
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, 2004 and 2003
represent approximately 84% and 85%, respectively of the Company's consolidated
sales. The Company has significant operations in Brazil, Argentina and France,
whose currencies historically have experienced significant foreign exchange rate
fluctuations against the US Dollar. For the first quarter ended March 31, 2004,
the Company experienced an average exchange rate appreciation in the Brazilian
and Argentine currencies of approximately 21% and 9%, respectively, against the
US Dollar when compared to the first quarter ended March 31, 2003. The Euro
currency experienced an average appreciation of approximately 17% during the
same period. In particular, the Brazilian Real continues to experience
tremendous volatility against the US Dollar. Although the average exchange rate
for the first quarter of 2004 was R$2.90 to the US dollar, as of May 11, 2004,
the Real has weakened to R$3.14 to the US Dollar, therefore continuing to
experience volatility.
ABNB is the Company's largest subsidiary, historically contributing
approximately half of the revenues, operating profit and cash flow of the
consolidated group which can be expected to grow with the deconsolidation of LM.
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 expenses 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 has made it highly unlikely that the
Company will be able to repay its Senior Notes due January 31, 2005. See
"Liquidity and Capital Resources" for further information.
THE COMPARISONS THAT FOLLOW ISOLATE AND QUANTIFY THE EFFECT THAT 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 US CONSTANT DOLLAR TERMS ("CONSTANT DOLLARS"). IN PERFORMING THIS COMPARISON,
THE COMPANY UTILIZES A CONSTANT DOLLAR EXCHANGE RATE AS IF THE EXCHANGE RATE FOR
THE MOST RECENT PERIOD REMAINED AT THE SAME LEVELS AS THE PRIOR PERIOD FOR WHICH
THE COMPARISON IS BEING PERFORMED.
14
COMPARISON OF RESULTS OF THE THREE MONTHS ENDED MARCH 31, 2004 WITH THE THREE
MONTHS ENDED MARCH 31, 2003
SALES
Sales in the first quarter of 2004 increased by $8.2 million or 26.6% from the
first quarter of 2003. Exchange rate appreciation resulted in increased revenues
of approximately $5.3 million, resulting from increases of $4.6 million
attributable to Brazil, $0.5 million to France and $0.2 million to Argentina.
After giving effect to exchange rate appreciation, sales increased by $2.9
million in constant dollars, as a result of higher sales in Brazil of $1.2
million, Argentina of $0.5 million, and the United States of $1.6 million,
partly offset by lower sales in France of $0.4 million. The net increase in
sales in constant dollars is discussed in detail by subsidiary below.
The increase of $1.6 million in sales in the United States was due to increased
SPS sales at ABN of stock and bond certificates of $0.4 million, and increases
in secure, commercial and government print of $ 1.8 million primarily
attributable to higher gift certificate, passport and vital record sales. These
increases were partly offset by $0.4 million in reduced revenue resulting from
the termination of the USDA food coupon contract. Although stock and bond
certificate sales were stronger when compared to the first quarter of 2003,
management believes the continued trend toward next day settlement, the overall
slow growth 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 will continue to have a negative effect on the mix of sales and gross
margins at ABN.
At Transtex, TCS sales increased by $0.5 million despite the severe and ongoing
economic recession which continues to negatively impact Argentina. The increase
was primarily due to a higher volume of orders placed in 2004 particularly on
prepaid telephone cards and to a lesser extent bank and non-secure commercial
loyalty cards. These volume increases were partly offset by competitive price
decreases particularly in bank cards. Despite the continued improvement in sales
at Transtex, 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 decrease of $0.4 million in TCS sales at CPS was principally due
to the loss of its phone card business to a global tender and lower sales of
non-secure loyalty cards. These decreases were partly offset by increased
revenues on bank cards resulting from the bank's requirement that CPS purchase
and charge them for the cost of non-personalized base stock transaction cards
which began in March 2003.
Sales at ABNB in Brazil were $1.2 million higher than in 2003. The net increase
is attributable to higher TCS sales resuling from higher volumes and price
increases on sales of phone cards of $1.3 million and credit cards of $0.9
million and higher PSDM sales of $1.4 million primarily due to increases in
price and volume levels from Bank Bradesco. These increases were partly offset
by lower SPS sales of $2.4 million primarily attributable to lower electronic
print volumes due to the cancellation of low margin business.
15
COST OF GOODS SOLD
Cost of goods sold in the first quarter of 2004 increased $4.0 million or 16.8%
from the first quarter of 2003, with a corresponding increase in gross margins
of $4.2 million. The impact of exchange rate appreciation accounts for increased
cost of goods sold of $3.9 million and increased gross margins of approximately
1.4 million. The effect of exchange rate appreciation by country on cost of
goods sold and gross margins respectively was as follows: Brazil - $3.3 million
and $1.3 million, France - $0.5 million and nil and Argentina - $0.1 million and
$ 0.1 million.
After giving effect to the exchange rate appreciation, cost of goods sold in
constant dollars increased by $0.1 million, which resulted primarily from the
$2.9 million increase in sales discussed above and a favorable change in product
mix. As a result, gross margins in constant dollars increased by approximately
$2.8 million when compared to the prior year. The net increase in cost of goods
sold and the resulting effect on gross margins in constant dollars is discussed
in detail by subsidiary below.
As a percentage of sales, cost of goods sold decreased to 71.2% in 2004 as
compared to 77.2% in 2003. 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,
----------------------------
2004 2003
---- -----
Brazil 71.6% 78.7%
United States 63.3% 73.5%
Argentina 61.1% 54.7%
France 87.6% 80.8%
Cost of goods sold at ABNB in Brazil decreased by $0.7 million from 2003, with
a corresponding increase in gross margins of $1.9 million. Cost of goods sold
as a percentage of sales decreased by 7.1% when compared to the prior year. The
decrease in cost of goods sold in constant dollar terms was attributable to both
an increase in sales and a favorable change in product mix with higher volumes
of TCS phone and credit cards at higher margins with an increase in pricing, and
the elimination of customer orders which resulted in losses in 2003 at ABNB's
SPS electronic print business. These improvements were partly offset by
increased fixed costs primarily attributable to increased maintenance, salaries,
and communication costs with respect to SPS driver's license and intaglio print
products and additional maintenance and utilities on the TCS phone card chemical
lines.
Cost of goods sold at ABN in the United States increased by $0.5 million and
resulted in an increase in gross margins of $1.1 million when compared to the
prior year. As a percentage of sales, cost of goods sold decreased by
approximately 10.2%, when compared to the prior year, principally due to a
reduction in fixed costs at ABN of approximately $0.4 million in 2004 as a
result of closing its Philadelphia plant in the first quarter of 2003 and
consolidating its operations into a single location in Tennessee (See Note-E
Restructuring). The remaining increase in cost of goods sold and gross margins
is directly attributable to the $1.6 million increase in sales. There is no
guarantee that the higher level of stock and bond certificate business will
continue in the future given the continued trend toward an overall reduced
demand for secure paper-based documents of value.
In Argentina, cost of goods sold at Transtex was approximately $0.4 million
higher than in 2003, 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 6.4% over the prior year primarily due to an increase in
raw material costs. In light of the severe ongoing economic crisis in
Argentina, there is no guarantee that this improved trend in gross margins will
continue.
At CPS in France, cost of goods sold decreased by approximately $0.1 million
when compared to 2003 resulting in a decrease in gross margins of $0.3 million.
As a percentage of sales, cost of goods sold increased by approximately
16
6.8% from 2003, primarily due to an increase in fixed costs for security,
quality control and inventory management and higher costs as a result of the
requirement from the banks that CPS purchase the non-personalized base stock
transaction card and pass the cost along to the banks which did not commence
until March 2003.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses during the first quarter of 2004 increased
by approximately $0.7 million when compared to the first quarter of 2003.
Exchange rate appreciation resulted in increased selling and administrative
expenses of approximately $0.5 million, resulting from exhange rate appreciation
increases of $0.4 million in Brazil and $0.1 million in France. This resulted in
a net increase in selling and administrative expense from the prior year in
constant dollars of $0.2 million. In constant dollars, each of the operating
subsidiaries closely approximated the prior year with the exception of $0.3
million in higher selling expenses at ABNB due to increased sales, partly offset
by a decrease in personnel expenses of $0.1 million at ABN. As a percentage of
sales, selling and administrative expenses were comparatively lower (14.4 % in
2004 as compared to 16% in 2003) due to higher sales in 2004.
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 E to the Company's Consolidated Financial
Statements provided herein for further information).
DEPRECIATION EXPENSE
Depreciation and amortization expense for the first quarter of 2004 was $0.6
million higher when compared to the first quarter of 2003. Exchange rate
appreciation accounts for an increase of approximately $0.5 million, resulting
in a net increase of $0.1 million in constant dollars. This increase was
primarily related to the additional depreciation expense at ABNB resulting from
an increase in capital expenditures.
INTEREST EXPENSE
Interest expense for the first quarter of 2004 was approximately $0.2 million
lower when compared to the first quarter of 2003. This increase resulted
primarily from an increase of $0.2 million in accrued pay in kind 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 income for the first quarter of 2004 increased by approximately $1.2
million primarily resulting from a $0.4 million gain on the sale of ABN's
Philadelphia plant in January 2004, a $0.6 million sale by ABN of certain idle
currency equipment which was impaired in prior years and other miscellaneous
income of $0.2 million.
17
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 US 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 US net operating losses and other US deferred tax assets
due to the uncertainty as to the realization of US 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
CASH. At March 31, 2004 and December 31, 2003, the Company had approximately
$8.5 million and $9.0 million, respectively in cash and cash equivalents.
SUMMARY OF CASH FLOWS. Cash and cash equivalents decreased by $0.6 million in
the first quarter of 2004 compared to a decrease of $2.2 million in the
comparable period of 2003. This increase in cash flow of $1.6 million between
the periods resulted from the following:
o A $1.8 million net increase in cash flow from operating activities
attributable to a $3.3 million increase in net income after non-cash
adjustments partly offset by a $1.5 million unfavorable working
capital variance. The unfavorable working capital variance is
principally attributable to the slower collection of receivables in
Brazil, the higher level of receivable balances at ABN and Argentina
corresponding to increased sales in 2004 compared to 2003, as well as
the lower level of payables in 2004 at CPS in France attributable to a
reduction in its business. In addition, ABN reflected a lower payables
balance in 2004 compared to 2003 as a result of the postponement of
payments in the first quarter of 2003. These unfavorable working
capital variances were partly offset by a favorable inventory
variance, primarily at CPS in France and at ABN. The lower inventory
balance at CPS was attributable to the loss of the phone card business
while at ABN, the lower balance was attributable to the loss of the
food coupon contract.
o A $1.0 million net decrease in cash flow from investing activities
principally attributable to higher capital expenditures in Brazil,
ABN, and CPS in France of $1.9 million, $0.2 million, and $0.1
million, respectively in 2004 partly offset by proceeds received at
ABN from the sale of its Philadelphia facility of $0.7 million and the
sale of currency equipment of $0.5 million
o A $1.0 million net increase in cash from financing activities when
compared to 2003 attributable to the Company's use of $2.0 million in
February 2003 to buy back its Senior Notes as well as the $0.1 million
repayment of short-term equipment financing in Brazil in 2003 partly
offset by a $0.7 million repayment of working capital facilities in
2004 at CPS of $0.5 million and ABN of $0.2 million. In addition,
dividends to ABNB's minority shareholder increased by $0.4 million.
o A $0.2 million net decrease in cash due to the impact of unfavorable
exchange rate valuation in 2004 as compared to 2003 on cash balances
on hand.
SHORT-TERM BORROWINGS. At March 31, 2004, the Company's subsidiaries had
outstanding approximately $0.7 million (excluding letters of credit) under their
respective short-term credit facilities. The Company's domestic subsidiary, ABN,
has a one year $2 million asset-based working capital facility with a local bank
in Tennessee which expires in June 2004 and allows ABN to borrow at a 5.5% short
term interest rate for general working capital and letters of credit purposes.
ABN had used approximately $0.5 million of which $0.2 million was for general
working capital purpose and $0.3 million for outstanding letters of credit,
leaving approximately $1.5 million available for borrowing. ABN's current use of
the line presently stands at approximately $0.7 million and it is anticipated
that additional borrowings on the line may be required at various times in 2004.
The Company's French subsidiary, CPS, had available approximately $1.2 million
at March 31, 2004 under its working capital credit facility with several
different local banks which allows it to borrow at an average rate of
approximately 3.5% partly collateralized by certain receivables. At March 31,
2004, CPS has no borrowings on the line, however, it is anticipated that
borrowings on the line will be required at various times in 2004.
Long-Term Debt. The Company's long-term debt consists of (i) the $102.6 million
of the Parent's 10 3/8% Senior Notes due January 31, 2005, which accrues
interest in kind and is classified as current, and (ii) $0.7 million of mortgage
indebtedness at ABN.
18
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 REPAY DEBT
The high levels of the Parent's Senior Note indebtedness, $102.6 million at
March 31, 2004, poses a high degree of uncertainty as to the Company's ability
to repay this debt upon the January 31, 2005 maturity date. Moreover, it is
highly unlikely that the Company will 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 makes it highly
likely that the Company will require a further restructuring, bankruptcy or
partial or total liquidation or sale of the Company. 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. However, because each of the Parent's
subsidiaries is a self-funded stand-alone entity, it is anticipated that each
subsidiary, will continue to operate its business in the normal course, on a
stand-alone basis, irrespective of any restructuring of the Parent. See the
Company's Annual Report on Form 10-K for the year ended December 31, 2003 for
further disclosure relating to these risks.
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 offices 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 form 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.
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 2004 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, 2003, which should be considered in connection with a review of
this report.
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
FOREIGN OPERATIONS AND FOREIGN CURRENCY
The Company has significant operations in Brazil, Argentina and France. On a
consolidated basis, these operations experienced significant foreign exchange
rate fluctuations against the US Dollar in 2003. Foreign exchange rate
fluctuations on a comparative basis continued to exist in the first quarter of
2004 when compared to the same period in 2003.
The Company's foreign exchange exposure policy generally calls for selling its
domestic manufactured product in US Dollars and, in the case of 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, 2004, the Company experienced an average
appreciation in the Brazilian and Argentine currencies of approximately 21% and
9%, respectively. Although the average exchange rate for the first quarter of
2004 was R$2.90 to the US Dollar, as of May 11, 2004, the Real had weakened to
R$3.14 to the US Dollar, and continues to experience volatility. As ABNB is the
Company's largest subsidiary, historically contributing approximately half of
the revenues, operating profit and cash flow of the consolidated group, the
continued threat of currency devaluation could severely impact the Company's
ability to repay upon maturity its Senior Notes due January 31, 2005, and to
fund its corporate operating expenses.
20
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures as of the end of the period covered
by this report were designed and were functioning effectively to provide
reasonable assurance that the information required to be disclosed by us in
reports filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. We believe that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during
our most recent fiscal year that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
21
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 24, 2004, 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 31.1* CEO Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 31.2* CFO Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.1* CEO Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.2* CFO Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
* Filed herewith
(B) NONE
22
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, on May 17,2004.
AMERICAN BANKNOTE CORPORATION
By: /S/ STEVEN G. SINGER
-------------------------------
Steven G. Singer
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /S/ PATRICK J. GENTILE
-------------------------------
Patrick J. Gentile
Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)
23