SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
July 4, 2001
_______________
IFCO SYSTEMS N.V.
(Translation of registrant's name into English)
"RIVIERSTAETE" AMSTELDIJK 166
1079 LH AMSTERDAM, THE NETHERLANDS
(Address of principal executive offices)
______________
(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--------- ------
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.) Yes No X
----- -----
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-N/A.
AD HOC DISCLOSURES
Ad hoc disclosures filed by the registrant with the Frankfurt Stock
Exchange are attached to this report as follows:
1. Ad hoc disclosure filed June 26, 2001, regarding the registrant's latest
estimates for its full fiscal year 2000 and first quarter 2001 results
is attached to this report as Appendix A.
2. Ad hoc disclosure filed July 4, 2001, regarding the registrant's filing
of its full fiscal year 2000 results with the Securities and Exchange
Commission and the Frankfurt Stock Exchange is attached to this report
as Appendix B.
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.
IFCO SYSTEMS N.V.
(Registrant)
Date: July 11, 2001 By: /s/ Michael W. Nimtsch
---------------------------------
Michael W. Nimtsch
Senior Executive Vice President and
Chief Financial Officer
APPENDIX A
IFCO Systems Projects Pro Forma Revenue Growth for Continuing Operations of 8.2%
in Fiscal 2000.
Amsterdam, June 26, 2001 - IFCO Systems N.V. ("IFCO Systems", "IFCO" or the
"Company), a global leader in round-trip logistic systems and services announced
its latest estimates for full year 2000 and first quarter 2001 results.
Fiscal 2000
US GAAP
For the year ended, December 31, 2000, the company expects to report $372.2
million compared to $154.7 million in 1999 under US GAAP. The revenue growth of
140.6% primarily reflects the acquisition of PALEX and pallet recycling
businesses in 2000.
For the same period, the company estimates a net loss of $110.4 million. The
majority (approximately 90%) of the projected loss was due to several non
recurring items, including the write down of goodwill on the pallet
manufacturing businesses currently in the process of being divested and to
restructuring parts of the business. Of the $110.4 million loss, $99.6 million
was non-recurring/non operating in nature and $83.7 million were non-cash items.
Net loss in 1999 was $13.9 million.
Pro Forma
For purposes of clarity, the following numbers are pro forma for the merger with
PALEX and the acquisitions completed during 2000, assume these transactions
occurred on the first day of fiscal 2000, and are compared against pro forma
results for 1999.
Pro forma revenue from continuing operations during 2000 is expected to increase
8.2% to $494.3 million compared to $456.7 million in 1999. Under constant
exchange rate conditions, revenues would have grown by 14.0%. The difference was
due to the decline in exchange rates between the EUR versus the $.
Total revenues, including discontinued operations, is estimated to be $664.0
million.
Projected EBITDA for continuing operations totaled $67.8 million in fiscal 2000
compared to $79.5 million, representing a 14.7% decline. Under constant
exchange rate conditions, EBITDA would have decreased by 7.7%.
Total EBITDA, including discontinued operations is expected to amount to $81.0
million.
Debt totaled $362.6 million as of December 31, 2000. IFCO was in compliance
with all of its amended financial covenants as of December 31, 2000.
The balance sheet, income and cash flow statement are audited. However the
financial statements, including the notes thereto and management's discussion
and analysis (MDA), are subject to final review by the Professional Standards
Group of Arthur Andersen. In addition, the Company's former independent auditors
must complete a review of the Company's SEC filing as a precondition to its
consenting to the inclusion of its audit reports in such filing. Both these
reviews are expected to be complete, and the final audit opinion is expected to
be included, with the filing of the Company's annual financial statements with
SMAX and NASDAQ on June 30, 2001.
First Quarter 2001 Estimate
Revenues for continuing operations during first quarter 2001 are estimated to be
$122.2 million, while EBITDA is projected to be $15.0 million. This performance
is in line with company's expectations.
Debt as of March 31, 2001 is estimated to have totaled $ 376.3 million.
Based on these projections, IFCO was in compliance with all of its amended
credit covenants as of March 31, 2001.
IFCO will publish more detailed information after the filing of its financial
statements 2000 and its first quarter report 2001.
end of ad hoc announcement (c) DGAP 26.06.2001
Issuer's information/explanatory remarks concerning this ad hoc announcement:
The statements in this press release regarding management's expectations,
estimates and projections constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements are subject to risks and
uncertainties that could cause IFCO Systems' results to differ materially from
those expectations. Such risks and uncertainties include, but are not limited
to: (1) the results of internal and independent reviews of projected financial
results and condition; (2) the competitive nature of the container businesses,
including RTCs, pallets, and industrial containers; (3) customer demand and
economic cycles; (4) the ability to finance operations, capital expenditures and
growth and comply with covenants contained in credit agreements to which IFCO
Systems is a party; (5) conditions in lumber markets; (6) seasonality; (7)
weather conditions; (8) changes in national or international politics and
economics; (9) currency exchange rate fluctuations; and (10) change in capital
and financial markets, including the performance of companies listed on the
Frankfurt Stock Exchange and the Nasdaq National Market.
This announcement should be read in conjunction with the filings made by the
Company with the Securities and Exchange Commission and the Frankfurt Stock
Exchange. These filings disclose risk factors and other information that could
cause actual results to materially differ from management's expectations.
- -----------------------------------------------------------------------------
WKN: 932117; Index: SMAX
Listed: Amtlicher Handel in Frankfurt; Freiverkehr in Berlin, Bremen,
Dusseldorf, Hamburg, Munchen, Stuttgart
261619 Jun 01
26.06.2001 16:19
APPENDIX B
IFCO Systems filed Financial Statements 2000 at NASDAQ (SEC) and SMAX.
Amsterdam, July 4, 2001 - IFCO Systems N.V. ("IFCO Systems", "IFCO" or the
"Company"), a global leader in round-trip logistic systems and services
announced the filing of full year 2000 results at Nasdaq (SEC) and SMAX.
The filed 2000 results confirmed all estimates released by the management on
June 26, 2001.
Financial Statements 2000 are available for download on the homepage of IFCO
Systems - www.ifcosystems.com or www.ifco.de.
The first quarter 2001 filing will be released during the week beginning July 9,
2001. IFCO expects the Q1 2001 results to be in line with the expectations
previously released on June 26, 2001.
IFCO Systems will host a conference call on July 9, 2001 at 15:00 CET to discuss
the fiscal 2000 results and Q1 2001 estimates. The dial in number to this call
will be available on IFCO's homepage in short term.
end of ad hoc announcement (c) DGAP 04.07.2001
- -----------------------------------------------------------------------------
WKN: 932117; Index: SMAX
Listed: Amtlicher Handel in Frankfurt; Freiverkehr in Berlin, Bremen,
Dusseldorf, Hamburg, Munchen, Stuttgart
041709 Jul 01
04.07.2001 17:09