0000849869-01-500009.txt : 20011030
0000849869-01-500009.hdr.sgml : 20011030
ACCESSION NUMBER: 0000849869-01-500009
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011024
ITEM INFORMATION: Other events
FILED AS OF DATE: 20011025
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SILGAN HOLDINGS INC
CENTRAL INDEX KEY: 0000849869
STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411]
IRS NUMBER: 061269834
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22117
FILM NUMBER: 1765656
BUSINESS ADDRESS:
STREET 1: 4 LANDMARK SQ
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2039757110
8-K
1
formeightk.txt
8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 24, 2001
------------------------------
Silgan Holdings Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-22117 06-1269834
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 975-7110
---------------------------
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On October 24, 2001, Silgan Holdings Inc. issued a press release announcing
its financial results for the three and nine month periods ended September 30,
2001. A copy of this press release is filed with this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 24, 2001
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 hereunto duly authorized.
SILGAN HOLDINGS INC.
Date: October 24, 2001 By: /s/ Harley Rankin, Jr.
----------------------------
Harley Rankin, Jr.
Executive Vice President and
Chief Financial Officer
EX-99.1
3
pr3q.txt
PRESS RELEASE
Exhibit 99.1
------------
News
For Immediate Release SILGAN HOLDINGS INC.
4 Landmark Square
Suite 400
Stamford, CT 06901
Telephone: (203) 975-7110
Fax: (203) 975-7902
Contact:
H. Rankin, Jr.
(203) 975-7110
SILGAN HOLDINGS REPORTS RECORD THIRD QUARTER EARNINGS
STAMFORD, CT, October 24, 2001 -- Silgan Holdings Inc. (NASDAQ:SLGN) today
reported record third quarter 2001 earnings of $24.3 million, or $1.34 per
diluted share, before the impact of its investment in White Cap LLC, the
Company's recently formed metal and plastic closure joint venture with
Schmalbach-Lubeca AG. Earnings for the third quarter of 2000 were $20.3 million,
or $1.13 per diluted share, before the impact of its investment in Packtion
Corporation, a now dissolved e-commerce packaging joint venture. Including a
pre-tax gain on the assets contributed to the White Cap joint venture of $5.3
million and equity losses of the White Cap joint venture of $0.2 million, or a
combined $0.16 per diluted share, the Company reported net earnings of $27.3
million, or $1.50 per diluted share, for the third quarter of 2001. Including
equity losses of Packtion of $1.8 million, or $0.10 per diluted share, the
Company reported net earnings of $18.5 million, or $1.03 per diluted share, for
the third quarter of 2000.
Net sales for the third quarter of 2001 were $590.8 million as compared to
$571.4 million in the third quarter of 2000. The increase in net sales of $19.4
million, or 3.4%, was the result of increased sales of the plastic container and
metal food container businesses, partially offset by the impact of contributing
the metal closure business to the White Cap joint venture.
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SILGAN HOLDINGS
Page 2
Operating income for the third quarter of 2001 was $60.3 million, an increase of
$3.5 million, or 6.2%, over the same period in 2000. This increase was primarily
a result of higher sales in the plastic container business and, to a lesser
extent, a favorable sales mix in the metal food container business, partially
offset by the impact of contributing the metal closure business to the White Cap
joint venture.
Beginning with the third quarter of 2001, as a result of the White Cap joint
venture, the Company no longer reports the results of its specialty packaging
business as a separate segment. The Company has included the remaining
operations of this business, which had net sales of $36 million for the full
year in 2000, with its other businesses. The results of the Omni plastic
container and Polystar easy-open plastic end businesses are reported with the
plastic container business, and the results of the paperboard container business
are reported with the metal food container business. The historical results of
the metal closure business are reported separately. Prior periods have been
restated to conform with the current presentation.
Metal Food Container Performance
Third quarter 2001 net sales of the metal food container business were $472.0
million, an increase of $17.1 million, or 3.8%, over the third quarter of 2000.
This increase was primarily attributable to the acquisition of new food can
accounts, largely offset by a weaker fruit and vegetable pack as compared to
last year.
Third quarter 2001 operating income of the metal food container business
increased $2.5 million, or 5.1%, to $51.4 million as compared to the third
quarter of 2000, while operating margins increased slightly to 10.9%. These
increases were primarily a result of a favorable sales mix.
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SILGAN HOLDINGS
Page 3
Plastic Container Performance
For the third quarter of 2001, the plastic container business reported an
increase in net sales versus the same period in 2000 of $25.5 million, or 27.3%,
to $118.8 million largely due to the acquisition of RXI Plastics, Inc. Excluding
RXI Plastics, third quarter 2001 net sales were essentially flat versus the same
period last year, reflecting softer market conditions as compared to earlier in
the year.
Operating income of the plastic container business for the third quarter of 2001
increased $2.1 million, or 26.3%, to $10.1 million as compared to $8.0 million
for the third quarter of 2000. The higher operating income was primarily a
result of higher unit volume. Operating margins were essentially flat at 8.5%
during the quarter as compared to the same period in 2000.
Interest Expense and Income Taxes
Interest expense decreased $3.8 million in the third quarter of 2001 to $19.7
million from $23.5 million for the same period in 2000. The benefit of lower
interest rates during the quarter more than offset the impact of higher average
borrowings outstanding, principally due to debt incurred in the fourth quarter
of 2000 for the acquisition of RXI Plastics.
In the third quarter of 2001 and 2000, the Company provided for income taxes at
an effective rate of 40.2% and 39.0%, respectively.
Nine-Month Results
Earnings before the impact of the investments in Packtion and the White Cap
joint venture and before the first quarter 2001 rationalization charge relating
to closing a plastic container manufacturing facility were $39.9 million, or
$2.21 per diluted share, for the first nine months of 2001. Earnings before the
impact of the investment in Packtion for the first nine months of 2000 were
$33.9 million, or $1.89 per diluted share. Including equity losses of Packtion
and the White Cap joint venture of $4.0 million, or $0.22 per diluted share, the
pre-tax gain on the assets contributed to the White Cap joint venture of $5.3
million, or $0.18 per diluted share, and the pre-tax rationalization charge of
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SILGAN HOLDINGS
Page 4
$3.5 million, or $0.12 per diluted share, the Company reported net earnings of
$37.0 million, or $2.05 per diluted share, for the first nine months of 2001.
Including equity losses of Packtion of $3.9 million, or $0.22 per diluted share,
the Company reported net earnings of $30.0 million, or $1.67 per diluted share,
for the first nine months of 2000.
Net sales for the first nine months of 2001 increased 4.2% to $1.480 billion as
compared to $1.420 billion for the same period in 2000. The increase in net
sales was primarily due to the acquisition of RXI Plastics and strong unit sales
from the existing plastic container business, partially offset by lower net
sales of the metal food container business due to generally soft market
conditions and by the impact of contributing the metal closure business to the
White Cap joint venture. Before the first quarter 2001 rationalization charge,
operating income increased by $8.7 million, or 7.1%, to $130.5 million in the
first nine months of 2001 as compared to the same period in 2000 primarily due
to the strong performance of the plastic container business, partially offset by
lower operating income of the metal food container business and the impact of
contributing the metal closure business to the White Cap joint venture.
Including the rationalization charge of $3.5 million, operating income increased
$5.2 million to $127.0 million for the first nine months of 2001 as compared to
the same period in 2000.
Joint Venture - White Cap LLC
On July 1, 2001, the Company formed a joint venture company with
Schmalbach-Lubeca AG that supplies an extensive range of metal and plastic
closures to the food and beverage industries in North America. The Company
contributed the assets of its metal closure business in return for a 35%
interest in the new company, which operates under the name White Cap LLC, and
$32.4 million in cash. As a result of this transaction, the Company recorded a
pre-tax gain of $5.3 million. The Company reports the results of the joint
venture using the equity method.
* * *
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SILGAN HOLDINGS
Page 5
Silgan Holdings is a leading North American manufacturer of consumer goods
packaging products with annual sales of approximately $1.9 billion in 2000.
Silgan operates 59 manufacturing facilities in the U.S. and Canada where it is
the largest supplier of metal containers for food products and a leading
supplier of plastic containers for personal care products.
Statements included in this press release which are not historical facts are
forward looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act
of 1934. Such forward looking statements are made based upon management's
expectations and beliefs concerning future events impacting the Company and
therefore involve a number of uncertainties and risks, including, but not
limited to, those described in the Company's Annual Report on Form 10-K for 2000
and other filings with the Securities and Exchange Commission. As a result, the
actual results of operations or financial condition of the Company could differ
materially from those expressed or implied in such forward looking statements.
* * *
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the quarter and nine months ended September 30,
(Dollars in millions, except per share amounts)
Third Quarter Nine Months Ended
------------- -----------------
2001 2000 2001 2000
---- ---- ---- ----
Net sales ......................................... $590.8 $571.4 $1,479.7 $1,420.1
Cost of goods sold ................................ 511.8 496.9 1,292.6 1,244.2
------ ------ -------- --------
Gross profit ................................. 79.0 74.5 187.1 175.9
Selling, general and administrative expenses ...... 18.7 17.7 56.6 54.1
Rationalization charge ............................ -- -- 3.5 --
------ ------ -------- --------
Income from operations ....................... 60.3 56.8 127.0 121.8
Gain on assets contributed to affiliate ........... 5.3 -- 5.3 --
Interest and other debt expense ................... 19.7 23.5 63.8 66.1
------ ------ -------- --------
Income before income taxes and equity in
losses of affiliates ..................... 45.9 33.3 68.5 55.7
Provision for income taxes ........................ 18.4 13.0 27.5 21.8
------ ------ -------- --------
Income before equity in losses of affiliates.. 27.5 20.3 41.0 33.9
Equity in losses of affiliates .................... 0.2 1.8 4.0 3.9
------ ------ -------- --------
Net income ................................... $ 27.3 $ 18.5 $ 37.0 $ 30.0
====== ====== ======== ========
Basic earnings per share:
Income before rationalization charge and
gain on assets contributed to and
equity in losses of affiliates .......... $1.36 $1.14 $2.24 $1.92
Rationalization charge ....................... -- -- (0.12) --
Gain on assets contributed to affiliate ...... 0.18 -- 0.18 --
Equity in losses of affiliates ............... (0.01) (0.10) (0.22) (0.22)
----- ----- ----- -----
Basic earnings per share .......................... $1.53 $1.04 $2.08 $1.70
===== ===== ===== =====
Diluted earnings per share:
Income before rationalization charge and
gain on assets contributed to and
equity in losses of affiliates .......... $1.34 $1.13 $2.21 $1.89
Rationalization charge ....................... -- -- (0.12) --
Gain on assets contributed to affiliate ...... 0.17 -- 0.18 --
Equity in losses of affiliates ............... (0.01) (0.10) (0.22) (0.22)
----- ----- ----- -----
Diluted earnings per share ........................ $1.50 $1.03 $2.05 $1.67
===== ===== ===== =====
Weighted average shares (000's):
Basic .......................................... 17,812 17,703 17,752 17,634
Diluted ........................................ 18,141 17,992 18,052 17,999
SILGAN HOLDINGS INC.
CONSOLIDATED SUPPLEMENTAL FINANCIAL DATA (UNAUDITED)
For the quarter and nine months ended September 30,
(Dollars in millions)
Third Quarter Nine Months Ended
------------- -----------------
2001 2000 2001 2000
---- ---- ---- ----
Net sales (a):
Metal food containers ............... $472.0 $454.9 $1,055.4 $1,070.6
Plastic containers .................. 118.8 93.3 378.0 277.7
Metal closures ...................... -- 23.2 46.3 71.8
------ ------ -------- --------
Consolidated .................... $590.8 $571.4 $1,479.7 $1,420.1
====== ====== ======== ========
Operating profit (a):
Metal food containers ............... $ 51.4 $ 48.9 $ 90.7 $ 96.4
Plastic containers (b) .............. 10.1 8.0 39.8 24.9
Metal closures ...................... -- 0.7 3.3 3.5
Other ............................... (1.2) (0.8) (3.3) (3.0)
------ ------ -------- --------
Consolidated .................... $ 60.3 $ 56.8 $ 130.5 $ 121.8
====== ====== ======== ========
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30,
(Dollars in millions)
2001 2000
---- ----
Assets:
Current assets ................................. $ 616.6 $ 594.7
Property, plant and equipment, net ............. 677.3 641.2
Non-current assets ............................. 201.0 143.4
-------- --------
Total assets ............................... $1,494.9 $1,379.3
======== ========
Liabilities and stockholders' equity (deficiency):
Current liabilities, excluding debt ............ $ 210.4 $ 219.7
Current and long-term debt ..................... 1,159.4 1,096.4
Long-term liabilities .......................... 114.1 83.9
Stockholders' equity (deficiency) (c) .......... 11.0 (20.7)
-------- --------
Total liabilities and stockholders'
equity (deficiency) ...................... $1,494.9 $1,379.3
======== ========
(a) As a result of the White Cap joint venture, the Company no longer reports
the results of its specialty packaging business as a separate segment. The
results of the Omni plastic container and Polystar easy-open plastic end
businesses are reported with the plastic container business, and the
results of the paperboard container business are reported with the metal
food container business. The historical results of the metal closure
business are reported separately. Prior periods have been restated to
conform with the current presentation.
(b) Excludes a rationalization charge of $3.5 million recorded in first quarter
of 2001.
(c) Includes treasury stock of $60.4 million at both September 30, 2001 and
2000.