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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 SEPTEMBER 26, 1999
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 333-57099
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CCPC HOLDING COMPANY, INC.
(Registrant)
DELAWARE 16-1403318
(State of incorporation) (I.R.S. Employer Identification No.)
ONE PYREX PLACE, ELMIRA NEW YORK 14902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 607-377-8605
------------------------
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 and (2) has been subject to the filing
requirements for at least the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
24,000,000 shares of CCPC Holding Company, Inc.'s, $0.01 Par Value, were
outstanding as of October 24, 1999.
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Index to condensed consolidated financial statements of CCPC Holding
Company, Inc. filed as part of this report:
PAGE
--------
Condensed Consolidated Statements of Operations for the
88 days ended September 26, 1999 and 92 days ended
September 30, 1998........................................ 2
Condensed Consolidated Statements of Operations for the
269 days ended September 26, 1999 and 273 days ended
September 30, 1998........................................ 2
Condensed Consolidated Balance Sheets at September 26, 1999
and December 31, 1998..................................... 3
Condensed Consolidated Statements of Cash Flows for the
269 days ended September 26, 1999 and 273 days ended
September 30, 1998........................................ 4
Condensed Consolidated Statement of Changes in Stockholders'
Equity for the 269 days ended September 26, 1999.......... 6
Notes to Condensed Consolidated Financial Statements........ 7
1
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE 88 FOR THE 92 FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30, SEPTEMBER 26, SEPTEMBER 30,
1999 1998 1999 1998
-------------- -------------- -------------- --------------
REVENUES
Net sales............................... $ 116,787 $ 134,938 $ 338,564 $ 364,407
DEDUCTIONS
Cost of sales........................... 74,635 91,717 219,735 243,497
Selling, general and administrative
expenses.............................. 35,089 37,417 107,018 111,176
Provision for restructuring costs....... -- 2,980 76,200 2,980
Transaction related expenses............ -- 255 -- 28,866
Other, net.............................. (433) 270 (1,453) 816
---------- ---------- ---------- ----------
Operating income (loss)................... 7,496 2,299 (62,936) (22,928)
Interest expense.......................... 10,221 11,176 30,177 23,605
---------- ---------- ---------- ----------
Loss before taxes on income............... (2,725) (8,877) (93,113) (46,533)
Income tax expense........................ 1,095 402 718 2,120
---------- ---------- ---------- ----------
Loss before minority interest............. (3,820) (9,279) (93,831) (48,653)
Minority interest (expense) income in
subsidiary.............................. (37) 187 (145) 302
---------- ---------- ---------- ----------
Net loss.................................. (3,857) (9,092) (93,976) (48,351)
Preferred stock dividends................. (1,044) (927) (3,040) (1,827)
---------- ---------- ---------- ----------
NET LOSS APPLICABLE TO COMMON STOCK....... $ (4,901) $ (10,019) $ (97,016) $ (50,178)
========== ========== ========== ==========
BASIC AND DILUTED LOSS
PER COMMON SHARE........................ $ (0.20) $ (0.42) $ (4.04) $ (2.09)
========== ========== ========== ==========
Weighted average number of common shares
outstanding during the period........... 24,000,000 24,000,000 24,000,000 24,000,000
The accompanying notes are an integral part of these statements.
2
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 26, DECEMBER 31,
1999 1998
------------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 5,587 $ 9,057
Accounts receivable, net of allowances--
$5,884/1999; $11,172/1998............................... 69,618 62,511
Inventories, net.......................................... 141,368 132,035
Prepaid expenses and other current assets................. 13,371 7,412
Deferred taxes on income.................................. 8,214 8,181
--------- ---------
Total current assets.................................. 238,158 219,196
--------- ---------
PROPERTY AND EQUIPMENT, NET................................. 102,601 141,402
DEFERRED TAXES ON INCOME.................................... 40,848 40,867
GOODWILL, NET OF ACCUMULATED AMORTIZATION
$7,351/1999; $8,369/ 1998............................... 45,343 58,717
OTHER ASSETS................................................ 37,040 35,077
--------- ---------
TOTAL ASSETS.......................................... $ 463,990 $ 495,259
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long term debt......................... $ 2,434 $ 3,986
Accounts payable and accrued expenses..................... 89,314 100,338
Restructuring reserve..................................... 14,271 --
--------- ---------
Total current liabilities............................. 106,019 104,324
--------- ---------
LONG-TERM DEBT.............................................. 490,470 433,656
ACCRUED POSTRETIREMENT LIABILITY............................ 34,397 31,432
OTHER LIABILITIES........................................... 5,680 4,599
MINORITY INTEREST IN SUBSIDIARY COMPANY..................... 890 745
COMMITMENTS (NOTE 7)
STOCKHOLDERS' EQUITY
Preferred Stock--5,000,000 shares authorized; 1,200,000
shares issued............................................. 35,822 32,782
Common Stock--$0.01 par value/45,000,000 shares authorized;
24,000,000 shares issued.................................. 240 240
Contributed capital......................................... 453,655 453,655
Accumulated deficit......................................... (661,029) (564,013)
Cumulative translation adjustment........................... (2,154) (2,161)
--------- ---------
Total stockholders' deficit........................... (173,466) (79,497)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............ $ 463,990 $ 495,259
========= =========
The accompanying notes are an integral part of these statements.
3
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30,
1999 1998
------------- -------------
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss.................................................. $(93,976) $ (48,351)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 21,041 26,671
Amortization of deferred financing fees................. 1,263 2,764
Minority interest in losses (earnings) of subsidiary.... 145 (302)
Loss on disposition of plant and equipment.............. 78 141
Deferred tax assets..................................... (14) 3,918
Provision for restructuring expenses, net of cash
paid.................................................. 69,871 --
Provision for postretirement benefits, net of cash
paid.................................................. 2,340 2,897
Changes in operating assets and liabilities:
Accounts receivable..................................... (7,107) 25
Inventories............................................. (13,690) (18,355)
Prepaid expenses and other current assets............... (5,959) (3,825)
Accounts payable and accrued expenses................... (11,024) 10,286
Other liabilities....................................... (2,097) 2,616
-------- ---------
NET CASH USED IN OPERATING ACTIVITIES................. (39,129) (21,515)
-------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property and equipment and other assets...... (19,603) (12,128)
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES................. (19,603) (12,128)
-------- ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Borrowings on revolving credit facility................... 58,800 87,506
Borrowings of long-term debt other than revolving credit
facility................................................ -- 400,000
Repayment of long-term debt other than revolving credit
facility................................................ (3,538) (1,806)
Interim financing......................................... -- 471,600
Repayment of interim financing............................ -- (471,600)
Dividend to Corning Incorporated.......................... -- (482,760)
Decrease in net amounts due to Corning Incorporated....... -- (87,142)
Shareholder capital contribution.......................... -- 103,324
Issuance of preferred stock............................... -- 30,000
Issuance of common stock.................................. -- 240
Deferred financing fees................................... -- (17,337)
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES............. 55,262 32,025
-------- ---------
Net decrease in cash and cash equivalents................... (3,470) (1,618)
Cash and cash equivalents at beginning of year.............. 9,057 4,345
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 5,587 $ 2,727
======== =========
The accompanying notes are an integral part of these statements
4
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS)
FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30,
1999 1998
------------- -------------
SUPPLEMENTAL DATA:
Income taxes (received) paid, net........................... $ (757) $ 1,024
Interest paid............................................... $ 22,275 $ 17,082
Non-cash activity:
Increase to deferred taxes resulting from the
Recapitalization........................................ $ -- $ 13,471
Adjustment to postretirement liability for amounts assumed
by Corning.............................................. $ -- $ 31,998
Adjustment to pension liability for amounts assumed by
Corning................................................. $ -- $ 17,669
Adjustment to accounts payable for liabilities retained by
Corning................................................. $ -- $ 7,913
Preferred stock dividends................................. $ 3,040 $ 1,827
The accompanying notes are an integral part of these statements.
5
CCPC HOLDING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
ACCUMULATED TOTAL
OTHER STOCKHOLDERS'
PREFERRED COMMON CONTRIBUTED ACCUMULATED COMPREHENSIVE (DEFICIT)
STOCK STOCK CAPITAL DEFICIT INCOME EQUITY
--------- -------- ----------- ----------- ------------- -------------
Balance, December 31, 1998..... $32,782 $240 $453,655 $ (564,013) $ (2,161) $ (79,497)
Net Loss....................... (93,976) (93,976)
Foreign currency translation
adjustment, net of tax....... 7 7
Preferred stock dividends...... 3,040 (3,040)
Balance, September 26, 1999.... $35,822 $240 $453,655 $ (661,029) $ (2,154) $ (173,466)
The accompanying notes are an integral part of these statements.
6
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION
CCPC Holding Company, Inc. (CCPC or the Company) is a leading manufacturer
and marketer of housewares, including bakeware, dinnerware and rangetop
cookware. The Company believes that its brands, including
Corelle-Registered Trademark-, Corningware-Registered Trademark-,
Pyrex-Registered Trademark-, Revereware-Registered Trademark-, and
Visions-Registered Trademark-, constitute one of the broadest and best
recognized collection of brands in the U.S. housewares industry.
Pursuant to Regulation 15(d) of the Securities Act of 1934, CCPC is filing
herein its quarterly report on Form 10-Q which includes the third fiscal quarter
of the year ended December 31, 1999. The consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair statement of the results of operations and financial position for the
interim periods presented. All such adjustments are of a normal recurring
nature. The consolidated financial statements have been compiled without audit
and are subject to such year-end adjustments as may be considered appropriate by
the registrant and should be read in conjunction with CCPC's Form 10-K for the
year ended December 31, 1998 which has been filed with the Securities and
Exchange Commission.
Subsequent to April 1, 1998, Corning Consumer Products Company changed its
name to CCPC Holding Company, Inc. The consolidated balance sheet at
September 26, 1999, the consolidated statements of operations for the 88 days
and 269 days ended September 26, 1999, and the consolidated statement of cash
flows for the 269 days ended September 26, 1999, reflect the Recapitalization
(see Note 2). The consolidated statement of operations for the nine months ended
September 30, 1998, and the consolidated statement of cash flows for the nine
months ended September 30, 1998, include the results of CCPC as a wholly-owned
subsidiary of Corning Incorporated (Corning) prior to the Recapitalization.
(2) RECAPITALIZATION
On March 2, 1998, Corning, CCPC, Borden, Inc., and CCPC Acquisition Corp.
entered into a Recapitalization Agreement.
On April 1, 1998, pursuant to the Recapitalization Agreement, CCPC
Acquisition Corp., the Company's parent, acquired 22,080,000, or 92%, of the
outstanding shares of common stock of CCPC from Corning for $110.4 million. CCPC
then borrowed $471.6 million and paid a cash dividend to Corning of $472.6
million. Corning retained 1,920,000, or 8%, of the outstanding shares of common
stock of CCPC. Also on April 1, 1998, CCPC issued and sold 1,200,000 shares of
junior preferred stock to CCPC Acquisition Corp. for $30.0 million. CCPC paid an
additional $10.2 million to Corning in July 1998 relating to certain provisions
of the Recapitalization Agreement.
(3) RESTRUCTURING
In the first quarter of 1999 CCPC initiated a plan to restructure its
manufacturing and supply organization as part of a program designed to reduce
costs through the elimination of under-utilized capacity, unprofitable product
lines and increased utilization of the remaining facilities.
The restructuring includes the discontinuation of the commercial tableware
product line, which products were sold to restaurants and other institutions,
and closure of the related portion of CCPC's manufacturing facility in
Charleroi, Pennsylvania. In order to improve the utilization of the Charleroi
facility, CCPC has moved Corelle-Registered Trademark- cup production to its
Martinsburg, West Virginia facility and third party suppliers. In addition, CCPC
terminated its supply contract with Corning's Greenville, Ohio facility and
Pyrex-Registered Trademark- production was consolidated at the Charleroi
facility. Additionally, CCPC has discontinued
7
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(3) RESTRUCTURING (CONTINUED)
manufacturing and distributing rangetop cookware at its facility in Clinton,
Illinois. Future supply of rangetop cookware will be sourced from third party
manufacturers.
The cash and non cash elements of the restructuring charge approximate $20.6
million and $55.6 million, respectively. Details of the restructuring charge are
as follows.
APPLIED TO BEGINNING BALANCE AT
RESTRUCTURING BALANCE SHEET RESTRUCTURING CASH SEPTEMBER 26,
CHARGE ACCOUNTS ACCRUAL CHARGES 1999
------------- ------------- ------------- -------- -------------
Disposal of assets................ $53,200 $53,200 $ -- $ -- $ --
Employee severance &
termination..................... 18,047 2,400 15,647 5,114 10,533
Other exit costs.................. 4,953 4,953 1,215 3,738
------- ------- ------- ------- -------
$76,200 $55,600 $20,600 $ 6,329 $14,271
======= ======= ======= ======= =======
The tangible assets of the Clinton, Illinois facility and the commercial
tableware product line have been written off. All intangible asset carrying
values associated with the Clinton facility and the commercial tableware product
line have been eliminated. The tangible and intangible assets written off
totaled $40.9 million and $12.3 million, respectively. Management judgment is
involved in estimating the tangible assets fair value, accordingly, actual
results could vary significantly from such estimates. As part of the
restructuring initiative, approximately 600 employees are in the process of
being terminated. The termination results in a pension and post retirement
benefit charge of $2.4 million. CCPC expects the restructuring plan to be
completed early in 2000.
The commercial tableware product line generated net sales of $2.0 million
and $6.2 million in the third quarter and nine months ended September 30, 1998,
respectively, prior to its discontinuance. Year to date September 26, 1999
commercial tableware net sales totaled $2.0 million, the majority of which
occurred in the first quarter. Operating income for the product line was break
even in 1999 and 1998.
(4) INVENTORIES
Inventories shown on the accompanying balance sheets were comprised of the
following:
SEPTEMBER 26, DECEMBER 31,
1999 1998
------------- ------------
Finished goods.............................................. $ 74,681 $ 68,869
Work in process............................................. 45,022 44,821
Raw materials............................................... 17,992 7,720
Supplies and packing materials.............................. 3,673 10,625
-------- --------
$141,368 $132,035
======== ========
8
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(5) RELATED PARTY TRANSACTIONS
The following transactions with related parties are included in the
consolidated statements of operations for the third quarter ended and year to
date September 26, 1999 and September 30, 1998:
FOR THE 88 FOR THE 92 FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30, SEPTEMBER 26, SEPTEMBER 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
Interest expense from Corning............. -- -- -- $ 1,574
Interest expense to Borden, Inc.
and an affiliate of Borden, Inc......... -- -- -- 2,368
Centralized services...................... $2,386 3,094 $6,609 11,229
Management fees to Corning................ -- -- -- 437
Management fees to Borden................. 375 375 1,125 750
Corning Inc. provided and continues to provide certain administrative and
operating support (reflected above as centralized services) including financial
services, information systems support, risk management, purchasing,
transportation, benefit plans administration, and engineering services. Prior to
the Recapitalization, CCPC was charged for this support using various allocation
bases including number of employees, related payroll costs, and direct efforts
expended. These costs, which are included in cost of sales and selling, general,
and administrative expenses, are currently charged to CCPC by Corning under a
transition service agreement using negotiated rates agreed upon by the
management of CCPC. Management believes that the methodology used to allocate
the costs is reasonable, but may not necessarily be indicative of the costs that
would have been incurred had these functions been performed by CCPC.
Prior to the Recapitalization, amounts due to and from Corning resulting
from intercompany transactions carried interest at a rate based on the 30-day
London Interbank Offered Rate (LIBOR) plus 3/8%.
CCPC paid Corning $437 in management fees in the first quarter of 1998. CCPC
currently pays Borden a management fee of $375 per quarter.
During the fourth quarter of 1999 the Company borrowed $71.5 million from
Borden to provide temporary financing of the acquisitions. (See Note 8).
(6) COMPREHENSIVE INCOME
As of January 1, 1998, CCPC implemented Financial Accounting Standard
No. 130, "Reporting Comprehensive Income." This pronouncement, which is solely a
financial statement presentation standard,
9
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(6) COMPREHENSIVE INCOME (CONTINUED)
requires CCPC to disclose non-owner changes included in stockholders' equity but
not included in net earnings. Comprehensive income was computed as follows:
FOR THE 88 FOR THE 92 FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30, SEPTEMBER 26, SEPTEMBER 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
Net loss.................................. $(3,857) $(9,092) $(93,976) $(48,351)
Foreign currency translation
adjustments............................. (338) (218) 7 (629)
------- ------- -------- --------
Comprehensive income...................... $(4,195) $(9,310) $(93,969) $(48,980)
======= ======= ======== ========
(7) COMMITMENTS
The Company is a defendant or plaintiff in various claims and lawsuits
arising in the normal course of business. The Company believes, based upon
information it currently possesses, and taking into account established reserves
for estimated liabilities and its insurance coverage, that the ultimate outcome
of the proceedings and actions is unlikely to have a material adverse effect on
the Company's financial position or results of operations.
(8) SUBSEQUENT EVENT
The Company completed the acquisition of General Housewares Corp. and EKCO
Group, Inc. in two separate transactions during the fourth quarter of 1999. The
acquisitions will be accounted for under the purchase method of accounting. The
results of operations of the acquired companies have not been included in the
quarter and year to date results of operations for CCPC. The transactions were
previously announced in the third quarter of 1999.
The General Housewares Corp. transaction, which closed on October 21, is
valued at approximately $159 million, including the repayment of debt and
transaction fees. The Company financed the acquisition through the issuance of
$50 million Junior Cumulative Preferred Stock (Junior Preferred Stock) to an
affiliate of the Company's parent and additional borrowings under the Company's
existing credit facilities. The Junior Preferred Stock consists of two million
shares with each share having a liquidation preference of $25.00. The Junior
Preferred Stock provides for the payment of cash dividends of $1.00 per share
per quarter if declared by the Company and certain financial ratios are
satisfied. (See Exhibit 3 to the Form 10-Q)
General Housewares Corp. manufactures and markets consumer durable goods
with principal lines of business consisting of kitchen and household tools,
precision cutting tools, kitchen cutlery and cookware. In addition, General
Housewares Corp. sells products through its chain of manufacturer's retail
outlet stores.
The EKCO Group, Inc. transaction, which closed on October 25, is valued at
approximately $254 million, including the Ekco Group, Inc. common stock, the
assumption of debt and transaction fees. The Company financed this acquisition
through the issuance of $150 million in common stock to the Company's parent and
a short term borrowing from an affiliate of the Company's parent.
10
CCPC HOLDING COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
(8) SUBSEQUENT EVENT (CONTINUED)
EKCO Group, Inc. is a manufacturer and marketer of branded consumer
products. EKCO Group Inc.'s products include household items such as bakeware,
kitchenware, pantryware, brooms, brushes and mops.
11
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
RESULTS OF OPERATIONS
BACKGROUND
CCPC Holding Co. Inc. (CCPC or the Company) is a leading manufacturer and
marketer of oven/ bakeware, dinnerware and rangetop cookware. The Company has
strong positions in major channels of distribution for its products in North
America and has also achieved a significant presence in certain international
markets, primarily Asia, Australia and Latin America. In North America, CCPC
sells both on a wholesale basis to retailers, distributors, and other accounts
that resell the Company's products and on a retail basis through
Company-operated outlet stores. In the international market, CCPC has
established its presence through an international sales force along with
localized distribution and marketing capabilities.
Prior to April 1, 1998 CCPC operated as a wholly-owned subsidiary of Corning
Inc. (Corning). During this period, Corning provided CCPC with certain
process-oriented administrative services, such as benefits administration,
accounts payable, accounts receivable, treasury and tax services. Corning has
agreed pursuant to a transition services agreement to continue to provide such
services for up to two years at negotiated rates (expiring in April 2000)
calculated on the same basis as before April 1, 1998. CCPC is developing its
administrative infrastructure and is in the process of assuming those functions
previously performed by Corning or outsourcing them to third parties.
THIRD QUARTER SEPTEMBER 26, 1999 VERSUS THIRD QUARTER ENDED SEPTEMBER 30, 1998
FOR THE 88 FOR THE 92
DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30,
1999 1998 CHANGE
-------------- -------------- ---------
NET SALES
North America............................................ $100,507 $122,613 $ (22,106)
Asia..................................................... 10,251 5,298 4,953
Other International...................................... 6,029 7,027 (998)
-------- -------- ---------
Net Sales.............................................. $116,787 $134,938 $ (18,151)
======== ======== =========
OPERATING INCOME(1)
North America............................................ $ 3,897 $ 4,784 $ (887)
Asia..................................................... 2,847 (63) 2,910
Other International...................................... 752 813 (61)
Restructuring Expense.................................... -- (2,980) 2,980
Transaction Related Expense.............................. -- (255) 255
-------- -------- ---------
Operating Income....................................... $ 7,496 $ 2,299 $ 5,197
======== ======== =========
- ------------------------
(1) All manufacturing variances and corporate overhead costs are included in
North America
12
OVERVIEW
Net sales for the 88 days ended September, 26, 1999, declined by $18.2
million or 13.5% from the 92 days ended September 30, 1998. The shortfall was
principally due to shipping difficulties encountered during the July/August
start-up of the Company's enterprise-wide computer system, exiting the
commercial tableware business and a change in the period end date which reduced
the period by four days. Despite the difficulty in shipping, operating results,
excluding restructuring and transaction related expenses, increased by $2.0
million versus the third quarter of 1998 as a result of lower manufacturing and
administrative costs.
FOR THE 88 FOR THE 92
DAYS ENDED DAYS ENDED
SEPTEMBER 26, % OF NET SEPTEMBER 30, % OF NET
1999 SALES 1998 SALES
------------- -------- ------------- --------
Net sales.......................................... $116,787 100.0% $134,938 100.0%
Cost of sales...................................... 74,635 63.9 91,717 68.0
-------- ----- -------- -----
Gross profit....................................... 42,152 36.1 43,221 32.0
Selling, general and administrative................ 35,089 30.0 37,417 27.7
Provisions for restructuring Expense -- 0.0 2,980 2.2
Transactions related expenses...................... -- 0.0 255 0.2
Other, net......................................... (433) (0.4) 270 0.2
-------- ----- -------- -----
Operating income................................... 7,496 6.4 2,299 1.7
Interest expense................................... 10,221 8.8 11,176 8.3
-------- ----- -------- -----
Loss before taxes on income........................ (2,725) (2.3) (8,877) (6.6)
Income tax expense................................. 1,095 (0.9) 402 (0.3)
-------- ----- -------- -----
Loss before minority interest...................... (3,820) (3.3) (9,279) (6.9)
Minority interest in subsidiary.................... (37) 0.0 187 0.1%
-------- ----- -------- -----
Net loss........................................... (3,857) (3.3) (9,092) (6.7)
======== ===== ======== =====
EBITDA, excluding restructuring and transaction
related expenses................................. $ 12,993 11.1% $ 14,217 10.5%
======== ===== ======== =====
SALES
Net sales for the 88 days ended September 26, 1999, declined $18.2 million
or 13.5% from the 92 days ended September 30, 1998.
In July 1999 the Company implemented an enterprise-wide computer system. The
Company experienced difficulties implementing the computer system at its
Greencastle, Pennsylvania assembly and distribution center. As a result
significant inefficiencies were experienced and the volume of shipments was
substantially curtailed in July and to a lesser degree in August. The shipment
shortfall impacted all channels of business. Management has addressed the
shipping issues and believes that it has re-established shipping capabilities to
pre-implementation levels.
Sales in Asia continued to rebound from 1998's depressed levels, despite the
shipment shortages described above, and increased by $5.0 million or 93.5% over
the corresponding period of the prior year. The significant improvement resulted
primarily from the recovery of the Asian economies. The successful introduction
of new Corelle-Registered Trademark- patterns and new distribution channels for
CorningWare-Registered Trademark- also contributed to the increased sales.
The increase in Asian sales was more than offset by period over period
declines in North America, a decline in other international markets and a
shorter reporting period (88 days in 1999 versus 92 in 1998). The computer
system issues encountered in July and August curtailed North American sales.
Despite a substantial order book the Company was unable to ship orders to
customers and as a result turns were lost
13
at the retail level. Additionally shipping capacity was prioritized in favor of
third party customers rather than Company operated factory stores. As a result
the Company operated factory stores experienced severe out of stocks and factory
store sales for the third quarter were $8.2 million or 19% below the same period
in 1998. The Company's decision earlier in the year to exit the commercial
tableware business resulted in a year over year sales loss of $2.0 million in
the third quarter of 1999.
Finally coincident with the start up of the new enterprise wide computer
system the Company converted to a 52 week calendar. As a result the third
quarter closed on September 26 in 1999 versus September 30 in 1998. The Company
will continue to close the fiscal year on December 31. As such, this change
should have no impact on 1999 full year financial results, although it reduced
third quarter net sales by an estimated $5 million.
GROSS PROFIT
Gross profit as a percentage of net sales was $36.1% in 1999, compared to
the 1998 gross profit percentage of 32.0%. The improvement was due to a number
of factors. In the third quarter of 1998, CCPC implemented an inventory
reduction program which included planned reductions in production at CCPC's
manufacturing facilities. The reduced production levels resulted in higher cost
of sales due to the allocation of fixed costs over a smaller base of production
in the third quarter of 1998. In 1999 the Company did not repeat this exercise
and as a result experienced an improvement in gross margin. Additionally the
Company generated a further improvement in gross margin through efficiencies and
cost reductions in its manufacturing facilities, achieved through the
manufacturing rationalization announced in the first quarter of 1999. Offsetting
these gains were incremental costs incurred in the third quarter of 1999 to
re-establish CCPC's ability to ship orders at pre implementation levels.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $35.1 million for the
third quarter of 1999 compared to $37.4 million for the third quarter of 1998.
The net decrease in selling, general and administrative expenses is a result of
the separation from Corning. CCPC now operates as an independent Company versus
a wholly-owned subsidiary of Corning and is in the process of transitioning
certain administrative functions from Corning. As an independent Company CCPC is
able to perform many of the administrative tasks previously performed by Corning
at a significantly lower cost. These savings were partially offset by an
increase in expenses to support new products and the growth of existing
products.
Selling, general and administrative expenses increased as a percentage of
net sales to 30.0% in 1999 from 27.7% in 1998 due to fixed costs being spread
over a lower sales base.
RESTRUCTURING
The $3.0 million in 1998 restructuring expenses is attributable to the
reorganization of certain administrative and distribution operations in Asia.
TRANSACTIONS RELATED EXPENSES
Transactions related expenses of $0.3 million recorded in 1998 were
associated with the Recapitalization (see Note 2 of Notes to Condensed
Consolidated Financial Statements).
OTHER, NET
Other operating income increased $0.7 million in 1999 as a result of an
increase in the amount of royalty income in 1999 compared to 1998. During 1998
the Company licensed certain of its trademarks for use in conjunction with
several household items which were outside the Company's strategic product
portfolio. Income from this activity commenced in 1999.
14
OPERATING INCOME
As a result of the factors discussed above, operating income increased by
$5.2 million to income of $7.5 million in 1999. Excluding the restructuring and
transaction related expenses, operating income improved by $2.0 million over
1998.
NET INTEREST EXPENSE
Interest expense decreased $1.0 million to $10.2 million from $11.2 million
in 1998. The decrease is attributable to higher debt levels in the third quarter
of 1998 as the Company incurred substantial indebtedness associated with the
Recapitalization.
INCOME TAX EXPENSE
The $1.1 million income tax provision in 1999 is as a result of income
generated by certain international operations.
EBITDA (EARNINGS BEFORE NET INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND
AMORTIZATION, RESTRUCTURING EXPENSES, TRANSACTIONS RELATED EXPENSES AND
MINORITY INTEREST)
EBITDA for the quarter ended September 26, 1999 decreased by $1.2 million or
8.6% compared to the same period of the prior year. EBITDA as a percentage of
net sales increased to 11.1% in 1999 from 10.5% in 1998. The cost savings
realized in selling, general and administrative expenses as a result of the
separation from Corning and the manufacturing rationalization offset the
shipping issues described above on a percentage basis.
YEAR TO DATE SEPTEMBER 26, 1999 VERSUS YEAR TO DATE SEPTEMBER 30, 1998
FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED
SEPTEMBER 26, SEPTEMBER 30,
1999 1998 CHANGE
------------- ------------- --------
NET SALES
North America............................................ $284,689 $320,934 $(36,245)
Asia..................................................... 32,739 18,574 14,165
Other International...................................... 21,136 24,899 (3,763)
-------- -------- --------
Net Sales.............................................. $338,564 $364,407 $(25,843)
======== ======== ========
OPERATING INCOME(1)
North America............................................ $ 3,126 $ 4,734 $ (1,608)
Asia..................................................... 8,248 247 8,001
Other International...................................... 1,890 3,937 (2,047)
Restructuring............................................ (76,200) (2,980) (73,220)
Transaction Related Expense.............................. -- (28,866) 28,866
-------- -------- --------
Operating Income....................................... $(62,936) $(22,928) $(40,008)
======== ======== ========
- ------------------------
(1) All manufacturing variances and corporate overhead costs are included in
North America
OVERVIEW
Net sales for the 269 day period ended September 26, 1999, declined by $25.8
million or 7.1% from the 273 day period ended September 30, 1998. The shortfall
was principally due to shipping difficulties encountered during the July/August
start-up of the Company's enterprise-wide computer system, exiting the
commercial tableware business, first half shortfalls at the Company-operated
factory stores and a
15
change in the period end date which reduced the period by four days. Despite the
shortfalls in shipments operating results, excluding restructuring and
transaction related expenses, increased by $4.3 million versus the first three
quarters of 1998 as a result of lower manufacturing and administrative costs.
FOR THE 269 FOR THE 273
DAYS ENDED DAYS ENDED
SEPTEMBER 26, % OF NET SEPTEMBER 30, % OF NET
1999 SALES 1998 SALES
------------- -------- ------------- --------
Net sales.......................................... $338,564 100.0% $364,407 100.0%
Cost of sales...................................... 219,735 64.9 243,497 66.8
-------- ----- -------- -----
Gross profit....................................... 118,829 35.1 120,910 33.2
Selling, general and administrative................ 107,018 31.6 111,176 30.5
Provisions for restructuring expense............... 76,200 22.5 2,980 0.8
Transactions related expenses...................... -- 0.0 28,866 7.9
Other, net......................................... (1,453) (0.4) 816 0.2
-------- ----- -------- -----
Operating loss..................................... (62,936) (18.6) (22,928) (6.3)
Interest expense................................... 30,177 8.9 23,605 6.5
-------- ----- -------- -----
Loss before taxes on income........................ (93,113) (27.5) (46,533) (12.8)
Income tax expense................................. 718 (0.2) 2,120 (0.6)
-------- ----- -------- -----
Loss before min. int............................... (93,831) (27.7) (48,653) (13.4)
Minority interest in subsidiary.................... (145) 0.0% 302 0.1
-------- ----- -------- -----
Net loss......................................... $(93,976) (27.8) $(48,351) (13.3)
======== ===== ======== =====
EBITDA, excluding restructuring and
transactions related expenses.................... $ 34,304 10.1% $ 35,590 9.8%
======== ===== ======== =====
SALES
Net sales for the 269 day period ended September 26, 1999, declined $25.8
million or 7.1% from the 273 day period ended September 30, 1998.
In July 1999 the Company implemented an enterprise-wide computer system. The
Company experienced difficulty in implementing the computer system at its
Greencastle, Pennsylvania assembly and distribution center. As a result
significant inefficiencies were experienced and the volume of shipments was
substantially curtailed in July and to a lesser degree in August. The shipment
shortfall impacted all channels of business. Management has addressed the
shipping issues and believes that it has re-established shipping capabilities to
pre-implementation levels.
Sales in Asia continued to rebound from 1998's depressed levels, despite the
shipment shortages described above, and increased by $14.2 million or 76.3% over
the corresponding period of the prior year. The significant improvement resulted
primarily from the recovery of the Asian economies. The successful introduction
of new Corelle-Registered Trademark- patterns and new distribution channels for
CorningWare-Registered Trademark- also contributed to the increased sales.
The increase in Asian sales was more than offset by period over period
declines in North America, $36.2 million, a decline in other international
markets of $3.8 million, sales shortfalls in the Company-operated factory stores
and a shorter reporting period (269 days in 1999 versus 273 in 1998). The
computer system issues encountered in July and August dramatically curtailed
North American sales. Despite a substantial order book the Company was unable to
ship orders to customers and as a result inventory turns were lost at the retail
level. Additionally shipping capacity was prioritized in favor of third party
customers, rather that Company operated factory stores. As a result the
Company-operated factory stores experienced severe out of stocks and factory
store sales for the period were significantly below the same period in 1998.
16
The Company's decision earlier in the year to exit the commercial tableware
business resulted in a year over year sales loss of $4.2 million through the
third quarter of 1999.
Company-operated factory store sales for the period ended September 26,
1999, were approximately $13 million lower than the comparative period in 1998.
The shortfall was the result of inventory out of stocks in the third quarter of
1999 caused by the start-up of CCPC's enterprise wide computer system, closure
of several clearance stores due to shortage of close out products and lost sales
days due to inclement weather in the first quarter of 1999. In the first quarter
of 1999 CCPC closed a number of clearance centers as part of a plan to improve
overall operating results. Additionally, the implementation of the Company's
1998 inventory reduction program has resulted in lower close-out sales at the
outlet stores.
Finally coincident with the start up of the new enterprise-wide computer
system the Company converted to a 52 week calendar. As a result the third
quarter closed on September 26 in 1999 versus September 30 in 1998. The Company
will continue to close the year on December 31. As such, this change should have
no impact on 1999 full year financial results, although it reduced year to date
net sales by an estimated $5 million.
GROSS PROFIT
Gross profit as a percentage of net sales was 35.1% in 1999, compared to the
1998 gross profit percentage of 33.2%. The improvement was due to a number of
factors. In the third quarter of 1998, CCPC implemented an inventory reduction
program which included planned reductions in production at CCPC's manufacturing
facilities. The reduced production levels resulted in higher cost of sales due
to the allocation of fixed costs over a smaller base of production in the third
quarter of 1998. In 1999 the Company did not repeat this exercise and as a
result experienced an improvement in gross margin. Additionally the Company
generated a further improvement in gross margin through efficiencies and cost
reductions in its manufacturing facilities, achieved through the manufacturing
rationalization announced in the first quarter of 1999. Offsetting these gains
were incremental costs incurred in the third quarter of 1999 to re-establish the
Company's ability to ship orders at pre systems implementation levels.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $4.2 million in 1999
compared to 1998. The net decrease in selling, general and administrative
expenses is a result of the separation from Corning. CCPC now operates as an
independent Company versus a wholly-owned subsidiary of Corning and is in the
process of transitioning certain administrative functions from Corning Inc. As
an independent company the Company is able to perform many of the administrative
tasks previously performed by Corning at a significantly lower cost. These
savings were partially offset by an increase in advertising expenses to support
new products and the growth of existing products.
Selling, general and administrative expenses increased as a percentage of
net sales to 31.6% in 1999 from 30.5% in 1998 due to fixed costs being spread
over a lower sales base.
RESTRUCTURING
In the first quarter of 1999 the Company recorded a $76.2 million charge
relating to the restructuring of CCPC's manufacturing and supply organization
designed to reduce costs through the elimination of under-utilized capacity,
unprofitable product lines and increased utilization of the remaining facilities
(see Note 3 to the Condensed Consolidated Financial Statements). Management
believes that the changes covered by this plan will improve the Company's
competitive position by reducing manufacturing and distribution costs and by
opening up diverse sources of supply both in the United States and
internationally.
17
TRANSACTIONS RELATED EXPENSES
Transactions related expenses of $28.9 million recorded in 1998 were
associated with the Recapitalization (see Note 2 of Notes to Consolidated
Financial Statements).
OTHER, NET
Other operating income increased $2.3 million in 1999 as a result of an
increase in the amount of royalty income in 1999 versus 1998. During 1998 the
Company licensed certain of its trademarks for use in conjunction with several
household items which were outside the Company's strategic product portfolio.
Income from this activity commenced in 1999.
OPERATING LOSS
As a result of the factors discussed above, operating loss increased by
$40.0 million to a loss of $62.9 million in 1999 from a loss of $22.9 million in
1998. Excluding the impact of the restructuring and transactions related
expenses operating income increased by $4.3 million to $13.2 million in 1999
from $8.9 million in 1998.
NET INTEREST EXPENSE
Interest expense increased $6.6 million to $30.2 million from $23.6 million
in 1998. The increase is attributable to higher debt levels related to the
Recapitalization, which occurred on April 1, 1998. The debt associated with the
Recapitalization was not drawn until the second quarter of 1998.
INCOME TAX EXPENSE
The $0.7 million income tax provision in 1999 is as a result of income
generated by certain international operations.
EBITDA (EARNINGS BEFORE NET INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND
AMORTIZATION, RESTRUCTURING EXPENSES, TRANSACTIONS RELATED EXPENSES AND
MINORITY INTEREST)
EBITDA for the period ended September 26, 1999 was $1.3 million lower than
the same period of the prior year. EBITDA as a percentage of net sales increased
to 10.1% in 1999 from 9.8% in 1998. The cost savings realized in selling,
general and administrative expenses as a result of the separation from Corning
and the manufacturing rationalization offset the shipping issues described above
on a percentage basis.
LIQUIDITY AND CAPITAL RESOURCES
RECAPITALIZATION
On March 2, 1998, Corning, Borden, the Company and CCPC Acquisition entered
into the Recapitalization Agreement, pursuant to which on April 1, 1998 CCPC
Acquisition acquired 92.0% of the outstanding shares of Common Stock of the
Company from Corning for $110.4 million. The stock acquisition was financed by
an equity investment in CCPC Acquisition by BW Holdings, an affiliate of KKR and
the parent Company of Borden and CCPC Acquisition. Pursuant to the
Recapitalization Agreement, on the closing date prior to the consummation of the
stock acquisition, CCPC paid a cash dividend to Corning of $472.6 million. On
July 10, 1998, post-closing adjustments to the cash dividend were agreed upon by
CCPC and Corning, and CCPC distributed $10.2 million to Corning. As a result of
the Recapitalization, Corning continues to hold 8.0% of the outstanding shares
of common stock.
18
FINANCING ARRANGEMENTS
CCPC incurred substantial indebtedness as a result of the Recapitalization.
On April 1, 1998, CCPC entered into an interim financing agreement with Borden
and BW Holdings, an affiliate of Borden, providing $471.6 million in financing
at 9.5% maturing December 31, 1998. The interim financing was repaid in May 1998
with the proceeds of borrowings under senior credit facilities from a syndicate
of banks and other financial institutions and the issuance of senior
subordinated notes in a private placement. On October 23, 1998, CCPC exchanged
the privately placed senior subordinated notes for 9 5/8% Series B Senior
Subordinated Notes due 2008 (the "Notes") which have been registered under the
Securities Act.
The senior credit facilities provide term loans of $200.0 million and a
revolving credit facility of up to $275.0 million of which $198.0 million and
$88.2 million respectively, were outstanding at September 26, 1999. The senior
credit facilities provide for nominal annual amortization of the term loans and
final maturity in 2006. The senior credit facilities contain provisions under
which interest rates on the term loans and the revolving credit loans are
adjusted in increments based on the rate of consolidated total debt to adjusted
cash flow. At September 26, 1999, the term loan rate was at 7.56% and the
weighted average interest rate for the revolving credit facility was 7.39%. The
commitments for revolving credit loans expire in 2005. CCPC expects that its
working capital needs and other requirements will require it to obtain
replacement revolving credit facilities at that time. The 9 5/8% Series B Senior
Subordinated Notes carry a principal amount of $200.0 million and mature in
2008. The Notes are subordinate and junior in right of payment to all existing
and future senior indebtedness of CCPC, including all indebtedness under the
senior credit facilities.
The Company is in the process of syndicating an additional term tranche in
an aggregate principal amount ranging from $100 million to $125 million. The
proceeds of which will be used to refinance indebtedness incurred in connection
with the acquisitions of the General Housewares Corp. and EKCO Group Inc.
The obligations of the Company under the Notes and the indenture relating to
the Notes have not been guaranteed by subsidiaries of the Company. The credit
facilities contain numerous financial and operating covenants that will limit
the discretion of the Company's management with respect to certain business
matters. These covenants place significant restrictions on, among other things,
the ability of the Company to incur additional indebtedness, pay dividends and
other distributions, prepay subordinated indebtedness, enter into sale and
leaseback transactions, create liens or other encumbrances, make capital
expenditures, make certain investments or acquisitions, engage in certain
transactions with affiliates, sell or otherwise dispose of assets and merge or
consolidate with other entities and otherwise restrict corporate activities. The
credit facilities also require the Company to meet certain financial ratios and
tests. The credit facilities and the indenture contain customary events of
default.
The credit facilities contain numerous financial and operating covenants. In
addition, the credit facilities also require the Company to meet certain
financial ratios and tests including a ratio of debt to EBITDA and EBITDA to
cash interest expense (where EBITDA represents adjusted cash flow as described
more fully in the credit facilities). CCPC was in compliance with its covenants
at September 26, 1999.
In connection with the acquisition of EKCO Group, Inc. the Company assumed
$3.4 million aggregate principal amount of EKCO Group, Inc. 9 1/4% Senior Notes
due 2006. With the exception of the asset sale covenant, each of the principal
covenants in the indenture relating to the EKCO senior notes is no longer in
effect.
CASH FLOWS
In 1999, CCPC's operating activities used cash of $39.1 million compared to
$21.5 million during the same period in 1998. Cash saved as a result of the
Company's inventory reduction program in 1999, was
19
more than offset by the deferral of certain 1998 payments until the first
quarter of 1999 as a result of tightened cash management initiatives taken late
in 1998. Investing activities used cash of $19.6 million in 1999 compared to
$12.1 million in 1998 due primarily to the costs associated with the
implementation of a comprehensive enterprise-wide resource management system.
Net cash generated in financing operations totaled $55.3 million for 1999
compared to $32.0 million for the same period in 1998 as a result of borrowings
needed to fund working capital.
CCPC currently believes that cash flow from operating activities, together
with borrowings available under the revolving credit facility, will be
sufficient to fund CCPC's currently anticipated working capital requirements,
capital expenditures, interest payments and scheduled principal payments. Any
future acquisitions, joint ventures or other similar transactions will likely
require additional capital and there can be no assurance that any such capital
will be available to the Company on acceptable terms or at all.
RESTRUCTURING
In the first quarter of 1999 the Company initiated a plan to restructure its
manufacturing and supply organization to reduce costs through the elimination of
under-utilized capacity, unprofitable product lines and increased utilization of
the remaining facilities. Management believes that the changes will improve the
Company's ability to compete by opening up diverse sources of supply both in the
United States and internationally.
The restructuring includes the discontinuation of the commercial tableware
product line and closure of the related portion of the Company's manufacturing
facility in Charleroi, Pennsylvania. In order to improve the utilization of the
Charleroi facility the Company moved Corelle-Registered Trademark- cup
production to its Martinsburg, West Virginia facility and to third party
suppliers. The Company terminated its supply contract with Corning's Greenville,
Ohio facility and Pyrex-Registered Trademark- production was consolidated at the
Charleroi facility. Additionally, the Company discontinued manufacturing and
distributing rangetop cookware and closed its manufacturing and distribution
center in Clinton, Illinois. Future supply will be sourced from third party
manufacturers.
The cash and non-cash elements of the restructuring charge approximate
$20.6 million and $55.6 million, respectively. The Company has spent
$6.3 million in cash on the program to date. The remaining cash charges will
primarily be incurred in the fourth quarter of 1999 and the first quarter of
2000.
SUBSEQUENT EVENT
In two separate transactions during the fourth quarter of 1999 the Company
completed the acquisition of General Housewares Corp. and EKCO Group, Inc. The
transactions were previously announced in the third quarter of 1999.
The General Housewares Corp. transaction, which closed on October 21, is
valued at approximately $159 million, including a price of $28.75 per share of
General Housewares common stock, the repayment of debt and transaction fees. The
Company financed the acquisition through the issuance of $50 million in Junior
Preferred Stock to an affiliate of the Company's parent and additional
borrowings under the Company's existing credit facilities. The Junior Preferred
Stock consists of two million shares with each share having a liquidation
preference of $25.00. The Junior Preferred Stock provides for the payment of
cash dividends of $1.00 per share per quarter if declared by the Company and
certain financial ratios are satisfied.
The EKCO Group Inc. transaction, which closed on October 25, is valued at
approximately $254 million, including the acquisition of EKCO Group, Inc. common
stock, the assumption of $3.4 million in 9 1/4 series B senior notes due in 2006
and transaction fees. The Company financed this acquisition through the issuance
of $150 million in common stock from the Company's parent and a $71.5 million
short term borrowing from an affiliate of the Company's parent.
20
IMPACT OF THE YEAR 2000 ISSUE
OVERVIEW
The Year 2000 issue is the result of computer programs written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities. If not addressed, the Year 2000
issue could have a material adverse impact on the business operations and
financial results of the Company.
To address this issue, the Company's Year 2000 Program is a risk-based plan
divided into three phases that are being executed by both internal and external
resources. These phases are: Phase I--an inventory of all systems, assigning a
business priority for each system and performing a preliminary assessment of
Year 2000 susceptibility; Phase II--completion of a detailed Year 2000
susceptibility analysis and development of remediation plans and contingency
plans; and Phase III--implementation of the remediation plans and, if necessary,
contingency plan(s) and completing final system testing.
The Year 2000 efforts are divided into three areas that include,
(1) systems being replaced by new enterprise-wide system implementations;
(2) systems that will not be replaced by the new enterprise-wide system
implementations, including non-information technology systems such as plant
process controls; and (3) external suppliers and customers. A discussion of each
area of activity relative to the three phased approach follows.
ENTERPRISE-WIDE SYSTEMS
As of September 26, 1999, the Company substantially completed all of the
implementation of the enterprise-wide resource management system. The
enterprise-wide system versions are represented to be Year 2000 compliant by the
vendor. Due to the relative complexity and importance of the existing business
and accounting systems to ongoing operations, the new enterprise-wide system
implementations will address the significant majority of the Company's internal
Year 2000 risk associated with our business and accounting systems.
OTHER SYSTEMS
As of September 26, 1999, the Company completed substantially all of the
needed remediation and testing work for these other systems.
SUPPLIERS AND CUSTOMERS
The Company has essentially completed the final phase of the plan to assess
and address the risks related to third party suppliers and customers. As a
result of initial inquiries, supplier and customer responses have been received.
These responses have been evaluated and appropriate procedures performed to
determine the extent to which CCPC may be vulnerable to the failure of third
parties to resolve their own Year 2000 issues. Efforts related to suppliers and
customers, including development of contingency plans where appropriate were
refined by September 26, 1999. Although the Company systems do not rely
significantly on the systems of other companies, the Company cannot provide
assurance that the failure of third parties to address the Year 2000 issue will
not have an adverse impact on business operations and results.
21
BUSINESS CONTINUATION TEAMS
To optimize and integrate contingency planning, business continuation teams
have been formed at major operational locations to perform cross-functional risk
assessment and develop appropriate, concerted contingency plans commensurate
with perceived probability of failure and adverse financial impact. These
activities are essentially complete.
COSTS
Significant investments in enterprise-wide information systems have been
made since 1996 that will total approximately $20.0 million by December 31,
1999, of which $17.6 million was spent as of September 26, 1999. The cost to
make the remaining systems Year 2000 compliant is estimated to be $0.6 million.
As of September 26, 1999 approximately $0.5 million was spent on these efforts.
RISKS
Due to the general uncertainty inherent in the Year 2000 problem, including
the uncertainty associated with suppliers and customers, the potential effect of
the Year 2000 issue on the financial results and condition of CCPC has not been
measured. CCPC intends its Year 2000 Program, as described above, to be
completed on a timely basis so as to significantly reduce the level of
uncertainty and the impact on business operations and financial results.
Contingency plans have been and will continue to be developed and implemented to
mitigate Year 2000 risks and the effect of Year 2000 issues. These contingency
plans generally include remediation of existing business systems in the event
the enterprise-wide implementations are delayed. To date, some of these
contingency plans have been implemented to reduce the risk of potential delays
in enterprise-wide system implementations.
Readers are cautioned that forward-looking statements contained in the Year
2000 Update should be read in conjunction with the disclosure under the heading:
"Forward-Looking and Cautionary Statements".
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed below,
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this report, including without
limitation, in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," in the Company's related press releases and in oral
statements made by authorized officers of the Company. When used in this report,
any press release or oral statement, the words "looking forward," "estimate,"
"project," "anticipate," "expect," "intend," "believe" and similar expressions
are intended to identify a forward-looking statement. Forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties
and other factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. The forward-looking statements
regarding such matters are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments, as well as other factors it
believes are appropriate in the circumstances. Whether actual results and
developments will conform with the Company's expectations and predictions,
however, is subject to a number of risks and uncertainties, in addition to the
risk factors discussed above, including: failure by the Company or one or more
of its significant vendors or customers to fix a Year 2000 problem, integration
of the Company's acquisitions of General Housewares Corp. and EKCO Group, Inc.,
failure to resolve system implementation issues, a global economic slowdown in
any one, or all, of the Company's sales categories; loss of sales as the Company
streamlines and focuses on strategic accounts; unpredictable difficulties or
delays in the development of new product programs; increased difficulties in
obtaining a consistent supply of basic raw materials such as
22
sand, soda ash, steel or copper and energy inputs such as electrical power or
natural gas at stable pricing levels; development by the Company of an adequate
administrative infrastructure; technological shifts away from the Company's
technologies and core competencies; unforeseen interruptions to the Company's
business with its largest customers resulting from, but not limited to,
financial instabilities or inventory excesses; the effects of extreme changes in
monetary and fiscal policies in the United States and abroad, including extreme
currency fluctuations and unforeseen inflationary pressures such as those
recently experienced by certain Asian economies; drastic and unforeseen price
pressures on the Company's products or significant cost increases that cannot be
recovered through price increases or productivity improvements; significant
changes in interest rates or in the availability of financing for the Company or
certain of its customers; loss of any material intellectual property rights; any
difficulties in obtaining or retaining the management or other human resource
competencies that the Company needs to achieve its business objectives; and
other factors, many of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-Q are
qualified by these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequences to
or effects on the Company and its subsidiaries or their business or operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CCPC has market risk in the areas of foreign currency and fixed interest
rate debt.
Currency exchange fluctuations could significantly affect CCPC's foreign
sales and earnings. The increased strength of the U.S. dollar has, in 1999, and
may in future periods, increase the effective price of the Company's products
sold in U.S. dollars with the result of materially adversely affecting sales.
CCPC's costs are predominantly denominated in U.S. dollars. Thus, with respect
to sales conducted in foreign currencies, increased strength of the U.S. dollar
decreases CCPC's reported revenues and margins in respect of such sales to the
extent CCPC is unable or determines not to increase local currency prices.
During the third quarter of 1999 the Company executed an interest rate swap
on $15.0 million notional amount of its $198.0 million senior credit facility.
The swap fixes the interest rate to be paid by the Company at 6.295%. The swap
expires in 2003. At September 26, 1999 the notional amount of the swap exceeded
its fair value by $0.1 million.
23
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings which are material in relation to the
consolidated financial statements of CCPC.
CCPC has been engaged in, and will continue to be engaged in, the defense of
product liability claims related to its products, particularly its bakeware and
cookware product lines. The Company maintains product liability coverage,
subject to certain deductibles and maximum coverage levels that the Company
believes is adequate and in accordance with industry standards.
In addition to product liability claims, from time to time the Company is
involved in various legal actions in the ordinary course of business. The
Company is not currently involved in any legal actions, which, in the belief of
management, could have a material adverse impact on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
See the Exhibit Index
(b) REPORTS ON FORM 8-K
On November 4, 1999, the registrant filed a report on Form 8-K as of October
21, 1999 to report under "Item 2. Acquisition or Disposition of Assets"
reporting the completion of the acquisitions of General Housewares Corp. and
EKCO Group, Inc.
24
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CCPC HOLDING COMPANY, INC.
(Registrant)
November 10, 1999 Peter F. Campanella
Date President and Chief Executive Officer
November 10, 1999 Anthony P. Deasey
Date Senior Vice President--Finance and Chief Financial Officer
25
CCPC HOLDING COMPANY, INC.
EXHIBIT INDEX
This exhibit is numbered in accordance with Exhibit Table I of Item 601 of
Regulation S-K
PAGE NUMBER
IN MANUALLY
EXHIBIT # DESCRIPTION SIGNED ORIGINAL
- --------------------- ------------------------------------------------------------ ---------------
3 Amended and Restated Certificate of Incorporation of CCPC
Holding Company, Inc.
4 Form of 9 1/4% Senior Note due 2006 (incorporated herein by
reference to Exhibit 4.2 (b) to EKCO Group, Inc. Form 10-K
for the year ended December 31, 1995.
27 Financial Data Schedule
26