FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
-------------------------------------------------
[ ] 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
---------
CCPC HOLDING COMPANY, INC.
--------------------------
(Registrant)
DELAWARE 16-1403318
- ---------------------------------------- --------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
One Pyrex Place, P.O. Box 1555, Elmira, New York 14902-1555
- ------------------------------------------------ --------------------
(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 May 14, 1999.
-1-
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Index to consolidated financial statements of CCPC Holding Company, Inc. filed
as part of this report:
Page
----
Consolidated Statements of Operations for the
three months ended March 31, 1999 and 1998 3
Consolidated Balance Sheets at March 31, 1999 and
December 31, 1998 4
Consolidated Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 5
Consolidated Statement of Changes in Stockholders' Equity
For the three months ended March 31, 1999 7
Notes to Consolidated Financial Statements 8
-2-
CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
Three Months Ended
-------------------------------
March 31, March 31,
1999 1998
------------ ------------
C>
REVENUES
Net sales $ 113,229 $ 116,538
DEDUCTIONS
Cost of sales 75,639 77,761
Selling, general and
administrative expenses 35,131 36,693
Provision for restructuring costs 76,200 --
Transactions related expenses -- 1,384
Other, net 102 1,013
Operating loss (73,843) (313)
Interest expense 9,878 1,574
------------ ------------
Loss before taxes on income (83,721) (1,887)
Income tax (benefit) expense (273) 1,731
------------- ------------
Loss before minority interest (83,448) (3,618)
Minority interest in subsidiary 3 36
------------ ------------
Net loss (83,445) (3,582)
Preferred stock dividends 983 --
------------ ------------
NET LOSS APPLICABLE TO COMMON STOCK $ (84,428) $ (3,582)
============= =============
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (3.52) $ (0.15)
============ ============
Weighted average number of common shares
outstanding during the period 24,000,000 24,000,000
The accompanying notes are an integral part of these statements.
-3-
CCPC HOLDING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
March 31, December 31,
ASSETS 1999 1998
------ ----------- ------------
CURRENT ASSETS
Cash and cash equivalents $ 5,683 $ 9,057
Accounts receivable, net of allowances -
$9,064/1999; $11,172/year-end 1998 48,159 62,511
Inventories, net 131,223 132,035
Prepaid expenses and other current assets 8,279 7,412
Deferred taxes on income 8,204 8,181
----------- -----------
Total current assets 201,548 219,196
----------- -----------
PROPERTY AND EQUIPMENT, NET 100,622 141,402
DEFERRED TAXES ON INCOME 40,860 40,867
GOODWILL, NET OF ACCUMULATED AMORTIZATION
$7,013/1999; $8,369/year-end 1998 46,020 58,717
OTHER ASSETS 34,927 35,077
----------- -----------
TOTAL ASSETS $ 423,977 $ 495,259
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long term debt $ 2,361 $ 3,986
Accounts payable and accrued expenses 78,313 100,338
Restructuring reserve 20,350 --
----------- -----------
Total current liabilities 101,024 104,324
----------- -----------
LONG-TERM DEBT 444,871 433,656
ACCRUED POSTRETIREMENT LIABILITY 32,711 31,432
OTHER LIABILITIES 7,439 4,599
MINORITY INTEREST IN SUBSIDIARY COMPANY 742 745
COMMITMENTS (NOTE 6)
STOCKHOLDERS' EQUITY
Preferred Stock - 5,000,000 shares authorized; 1,200,000 shares issued 33,765 32,782
Common Stock - $0.01 par value/1998; $0.00 par value/year-end 1997
45,000,000 shares authorized; 24,000,000 shares issued 240 240
Contributed capital 453,655 453,655
Accumulated deficit (648,441) (564,013)
Accumulated other comprehensive income (2,029) (2,161)
----------- -----------
Total stockholders' deficit (162,810) (79,497)
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 423,977 $ 495,259
=========== ===========
The accompanying notes are an integral part of these statements.
-4-
CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
------------------------------------
March 31, March 31,
1999 1998
-------------- --------------
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:
Net loss $ (83,445) $ (3,582)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 7,948 8,989
Amortization of deferred financing fees 421 --
Minority interest in losses of subsidiary (3) (36)
Loss on disposition of plant and equipment 31 84
Deferred tax assets (16) 821
Provision for restructuring charges, net of cash paid 75,950 --
Provision for postretirement benefits, net of cash paid 1,585 1,215
Changes in operating assets and liabilities:
Accounts receivable 14,352 13,073
Inventories (3,988) (14,292)
Prepaid expenses and other current assets (867) 3,446
Accounts payable and accrued expenses (22,025) (9,566)
Other non current assets and liabilities 312 1,541
------------- -------------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (9,745) 1,693
------------- -------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to property and equipment and other assets (3,219) (7,858)
Other, net -- 159
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (3,219) (7,699)
------------- -------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Net borrowings on revolving line of credit 11,200 --
Repayment of long-term debt other than revolving credit facility (1,610) --
Increase in net amounts due to Corning Incorporated -- 9,082
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 9,590 9,082
------------- -------------
Net change in cash and cash equivalents (3,374) 3,076
Cash and cash equivalents at beginning of year 9,057 4,345
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,683 $ 7,421
============= =============
The accompanying notes are an integral part of these statements.
-5-
CCPC HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
Three Months Ended
-------------------------
March 31, March 31,
1999 1998
--------- ---------
SUPPLEMENTAL DATA:
Income taxes paid, net $ 388 $ 2,711
Interest paid $ 2,682 $ 3,513
Non-cash activity:
Preferred stock dividends $ 983 $ --
The accompanying notes are an integral part of these statements.
-6-
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
CCPC HOLDING COMPANY, INC.
(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 (83,445) (83,445)
Foreign currency translation adjustment, 132 132
net of tax
Preferred stock dividends 983 (983) --
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1999 $33,765 $ 240 453,655 (648,441) (2,029) (162,810)
The accompanying notes are an integral part of the financial statements
-7-
CCPC HOLDING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, unless otherwise indicated)
(1) BASIS OF PRESENTATION
Pursuant to Regulation 15(d) of the Securities Act of 1934, CCPC
Holding Company, Inc. (CCPC) is filing herein its quarterly report on
Form 10-Q which includes the first 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, 1999
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 sheets
at March 31, 1999 and December 31, 1998, the consolidated statements of
operations for the three months ended March 31, 1999, and the
consolidated statement of cash flows for the three months ended March
31, 1999, reflect the Recapitalization (see Note 2). The consolidated
statement of operations for the three months ended March 31, 1998 and
the consolidated statement of cash flows for the three months ended
March 31, 1998, present 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. 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.
-8-
(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 is sold to restaurants and other
institutions, and closure of the related portion of CCPC's
manufacturing facility in Charleroi, Pennsylvania. In order to optimize
the utilization of the Charleroi facility, CCPC will move Corelle(R)
cup production to its Martinsburg, West Virginia facility and to third
party suppliers. In addition, CCPC's supply contract with Corning's
Greenville, Ohio facility will be terminated and Pyrex(R) production
will be consolidated at the Charleroi facility. Additionally, CCPC will
discontinue manufacturing rangetop cookware and close its manufacturing
and distribution center 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 Other Beginning Balance At
Original Balance Sheet Restructuring Cash March 31,
Accrual Accounts Accrual Charges 1999
-------------------------------------- ---------------- ----------------- ----------------- ---------------- ------------
Disposal of assets $ 53,200 $ 53,200 $ -- $ -- $ --
Employee severance & termination 18,047 2,400 15,647 100 15,547
Other exit costs 4,953 -- 4,953 150 4,803
----------- ----------- ----------- ---------- -----------
$ 76,200 $ 55,600 $ 20,600 $ 250 $ 20,350
=========== =========== =========== ========== ===========
---------------------------------- ---------------- ----------------- ----------------- ---------------- ----------------
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 will be 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 $1.6
million and $1.7 million in the first quarter of 1999 and 1998,
respectively, prior to its discontinuance. 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:
------------------------------------------------------------------------ ---------------- --------------
March 31, December 31,
1999 1998
------------------------------------------------------------------------ ---------------- --------------
Finished goods $ 72,821 $ 68,869
Work in process 44,334 44,821
Raw Materials 7,607 7,720
Supplies & packing materials 6,461 10,625
---------- ---------
$ 131,223 $ 132,035
========== =========
------------------------------------------------------------------------- ---------------- --------------
-9-
(5) RELATED PARTY TRANSACTIONS
The following transactions with related parties are included in the
consolidated statements of operations for the three months ended March
31, 1999 and 1998:
Three Months Ended
----------------------------
March 31, March 31,
1999 1998
--------- ---------
Centralized services to Corning Inc. $ 2,423 $ 4,485
Interest expense, net to Corning Inc. -- 1,574
Management fees to Corning Inc. -- 437
Management fees to Borden 375 --
Corning Inc. provided and continued 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.
(6) COMPREHENSIVE INCOME
Comprehensive income was computed as follows:
Three Months Ended
-----------------------------
March 31, March 31,
1999 1998
----------- -----------
Net (loss) income $ (83,445) $ (3,582)
Foreign currency translation adjustments 132 174
---------- ----------
Comprehensive income $ (83,313) $ (3,408)
========== ===========
(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.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS IN THOUSANDS, UNLESS OTHERWISE INDICATED)
RESULTS OF OPERATIONS
OVERVIEW
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 the
United States and has also achieved a significant presence in certain
international markets, primarily Canada, Asia, Australia and Latin America. In
the United States, 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 the Recapitalization. CCPC is developing
its administrative infrastructure and is in the process of assuming these
functions previously performed by Corning or outsourcing them to third parties.
Three Months Ended March 31
-------------------------------------------------------------
1999 1998 $ Change
---- ---- --------
NET SALES
North America $ 96,703 $ 102,211 $ (5,508)
Asia(1) 7,492 2,366 5,126
Other International 9,034 11,961 (2,927)
--------- --------- ---------
$ 113,229 $ 116,538 $ (3,309)
========= ========= =========
OPERATING LOSS2
North America $ (389) $ (1,904) $ 1,515
Asia(1) 1,842 (102) 1,944
Other International 904 3,077 (2,173)
Restructuring (76,200) - (76,200)
Transactions Related Expenses - (1,384) 1,384
--------- --------- ---------
$ (73,843) $ (313) $ (73,530)
========= ========= =========
(1) Excluding Japan, which is included in Other International
2 All manufacturing and corporate overhead are included in North America.
Net sales decreased $3.3 million or 2.8% from the first quarter 1998,
principally due to sales weakness in Company-operated outlet stores. Operating
loss includes a $76.2 million charge to restructure certain domestic
manufacturing operations. Absent the restructuring charge incurred in 1999 and
transactions related expenses, incurred in the first quarter 1998, operating
results improved $1.3 million in 1999 versus 1998. The improvement is a result
of the continued strengthening of Asian markets and administrative cost
savings,partially offset unfavorable economic conditions in Latin America and
the performance of the Company-operated outlet stores.
-11-
Three Months Ended
-------------------------------------------------------------------------------
March 31, 1999 % of Net Sales March 31, 1998 % of Net Sales
-------------- -------------- -------------- --------------
Net Sales $113,229 100.0% $116,538 100.0%
Cost of Sales 75,639 66.8 77,761 66.7
-------- ----- -------- -----
Gross Profit 37,590 33.2 38,777 33.3
SG&A 35,506 31.4 37,130 31.9
Provision for Restructuring Costs 76,200 67.3 - 0.0
Transactions Related Expenses - 0.0 1,384 1.2
Other, Net (273) (0.2) 576 0.5
-------- ----- -------- -----
Operating Loss (73,843) (65.2) (313) (0.3)
Interest Expense 9,878 8.7 1,574 1.4
-------- ----- -------- -----
Loss Before Taxes on Income (83,721) (73.9) (1,887) (1.6)
Income Tax (Benefit)/Expense (273) (0.2) 1,731 1.5
-------- ----- -------- -----
Loss Before Min. Int. (83,448) (73.7) (3,618) (3.1)
Min. Int. in Losses of Sub. 3 0.0 36 0.0
-------- ----- -------- -----
Net loss $(83,445) (73.7)% $ (3,582) (3.1)%
======== ===== ======== =====
EBITDA $ 10,305 9.1% $ 10,060 8.6%
======== ======= ======== ======
SALES
Net sales decreased $3.3 million or 2.8% in the first quarter of 1999 versus the
first quarter of 1998.
Asia continued to rebound from 1998 downturns as net sales exceeded the prior
year by $5.1 million. The significant improvement resulted from the continued
recovery of Asian economic conditions coupled with the successful introduction
of new Corelle(R) patterns in the first quarter of 1999.
The increase was more than offset by a $4.4 million reduction in
company-operated outlet store sales and a $2.9 million reduction in sales to
other international markets, primarily Latin America. Company-operated outlet
stores sales were lower than 1998 as a result of the closure of several
clearance stores and inclement weather. In the first quarter of 1999 CCPC closed
a number of clearance stores as part of a plan to improve profitability.
Although sales were negatively impacted operating income benefited from the
decision. In addition store traffic was negatively impacted by severe weather
conditions in the first quarter of 1999 relative to 1998. Finally, the recovery
of the Asian business combined with strong promotion driven sales of certain
product lines in North America have resulted in temporary shortages at the
Company-owned outlet stores.
Lower sales in Latin America, principally Mexico, are primarily a result of
unfavorable economic conditions.
GROSS PROFIT
Gross profit as a percentage of sales was 33.2% in 1999, consistent with the
1998 gross profit percentage of 33.3%. Efficiencies and cost reductions gained
at the Company's manufacturing facilities were offset by the decrease in higher
margin Company-operated outlet store sales.
-12-
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased $1.6 million in 1999
compared to 1998. Selling, general and administrative expenses as a percentage
of sales were 31.4% compared to 31.9% in 1998. The decrease is due to the
separation from Corning. CCPC now operates as an independent company versus a
wholly-owned subsidiary of Corning in the first quarter of 1998. As an
independent company CCPC performs many of the administrative tasks previously
performed by Corning at a significantly lower cost.
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. Management believes that the changes covered by this plan will
increase the Company's ability to compete in the future by reducing
manufacturing and distribution costs and by opening up diverse sources of supply
both in the United States and internationally. (See Note 3 of the consolidated
financial statements).
TRANSACTIONS RELATED EXPENSES
Transactions related expenses of $1.4 million recorded in 1998 were associated
with the Recapitalization (see Note 2 of Notes to Consolidated Financial
Statements).
OTHER, NET
Other operating income increased $0.9 million in 1999 as a result of an increase
in the amount of royalty income in 1999 versus 1998. During 1998 the Company
licensed its trade names 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 $73.5
million to a loss of $73.8 million in 1999 from a loss of $0.3 million in 1998.
NET INTEREST EXPENSE
Interest expense associated with the debt incurred pursuant to the
Recapitalization resulted in an $8.3 million year over year increase in interest
expense in the period.
INCOME TAX EXPENSE
The $0.3 million income tax benefit in 1999 is as a result of the losses
incurred in the period. The Company did not recognize the entire benefit of the
current period operating losses because realization of the entire net operating
loss carry-forward is not certain. The valuation allowance on the net operating
loss carry-forward was increased to reflect this uncertainty.
EBITDA (EARNINGS BEFORE NET INTEREST EXPENSE, INCOME TAXES, DEPRECIATION AND
AMORTIZATION, RESTRUCTURING EXPENSES, TRANSACTIONS RELATED EXPENSES AND MINORITY
INTEREST) EBITDA for the three months ended March 31, 1999 increased by $0.2
million or 2.4% compared to the same period of the prior year. EBITDA as a
percentage of sales increased to 9.1% in 1999 from 8.6% in 1998. The cost
savings realized in selling, general and administrative expenses as a result of
the separation from Corning more than offset the decline in gross profit
described above.
-13-
INVENTORY REDUCTION PROGRAM
In the third quarter of 1998 CCPC implemented an inventory reduction program.
The year on year impact of the program is as follows:
- --------------------------------------------------------------------------------- ---------------- -----------------
March 31, March 31,
1999 1998
- --------------------------------------------------------------------------------- ---------------- -----------------
Finished goods $ 72,821 $ 69,417
Work in process 44,334 61,455
Raw Materials 7,607 7,024
Supplies & packing materials 6,461 13,643
---------- ----------
$ 131,223 $ 151,539
========== ==========
- --------------------------------------------------------------------------------- ---------------- -----------------
Inventories have been reduced by $20.3 million at March 1999 in comparison to
March 1998. The inventory reduction program has had the effect of improving cash
flow and reducing inventory carrying costs.
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.
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 $40.6 million in
borrowings and $4.0 million in letters of credit were outstanding at March 31,
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 March 31, 1999, the term loan rate was at 6.94% and the
weighted average interest rate for the revolving credit facility was 6.77%. 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 the CCPC, including all indebtedness under the
senior credit facilities.
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
-14-
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 March 31, 1999.
CASH FLOWS
In 1999, CCPC's operating activities used cash of $9.7 million compared to cash
provided by operating activities of $1.7 million during the same period in 1998.
CCPC deferred certain payments until the first quarter of 1999 as a result of
tightened cash management initiatives taken late in 1998. Investing activities
used cash of $3.2 million in 1999 compared to $7.7 million in 1997 due to the
timing of capital expenditures. Net cash generated in financing operations
totaled $9.6 million for 1999 compared to $9.1 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 CCPC on acceptable terms or at all.
RESTRUCTURING
In the first quarter of 1999 CCPC initiated a plan to restructure its
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. Management believes that the changes
will increase 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 CCPC's manufacturing facility
in Charleroi, Pennsylvania. In order to optimize the utilization of the
Charleroi facility, CCPC will move Corelle(R) cup production to its Martinsburg,
West Virginia facility and to third party suppliers, CCPC's supply contract with
Corning's Greenville, Ohio facility will be terminated and Pyrex(R) production
will be consolidated at the Charleroi facility. Additionally, CCPC will
discontinue manufacturing rangetop cookware and close its manufacturing and
distribution center 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. The cash charges will primarily be
incurred in the second, third and fourth quarters of 1999.
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 CCPC'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
-15-
and financial results of the Company.
To address this issue, CCPC'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
CCPC is in the process of implementing a comprehensive 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 vast majority of CCPC's
internal Year 2000 risk associated with business applications. Implementation of
the new system is well underway except for the development of certain
contingency plans. This system will be substantially completed by July 1, 1999.
OTHER SYSTEMS
For the systems not to be replaced by enterprise-wide implementations, Phase I
is complete, Phase II is substantially complete, and Phase III remediation has
begun. As of March 31, 1999, CCPC completed approximately 85% of the needed
remediation work for these other systems. The remaining remediation work and all
system testing activities are planned to be completed by July 1, 1999.
SUPPLIERS AND CUSTOMERS
CCPC completed Phase I 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 will be 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, are targeted for completion by June 30,
1999. Although the CCPC systems do not rely significantly on systems of other
companies, CCPC cannot provide assurance that failure of third parties to
address the Year 2000 issue will not have an adverse impact on business
operations and results.
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. The business
continuation teams are working primarily on issues that may occur in 2000.
COSTS
Significant investments in enterprise-wide information systems have been made
since 1996 that will total approximately $16.5 million by December 31, 1999. The
cost to make the remaining systems Year 2000 compliant is estimated to be $0.6
million. As of March 31, 1999, CCPC had incurred costs of approximately $12.4
million for enterprise-wide systems and approximately $0.3 million for other
systems and 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
-16-
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: 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 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; increasing
reliance on third-party manufacturers as the Company restructures and
consolidates its supply chain; 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 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 in international markets 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.
-17-
At March 31, 1999, CCPC had $206.6 million in fixed rate debt outstanding. CCPC
realizes gains and losses on these financial instruments as the market interest
rates fluctuate. The fair value of CCPC's fixed rate debt at March 31, 1999 was
$214.9 million resulting from changes in market conditions, primarily interest
rates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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) Exhibits
See the Exhibit Index which is located on page 21.
Other items under Part II are not applicable.
-18-
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)
May 14, 1999 /s/ Peter F. Campanella
- -------------------- ---------------------------------------------------------
Date Peter F. Campanella
President and Chief Executive Officer
May 14, 1999 /s/ Anthony P. Deasey
- -------------------- ---------------------------------------------------------
Date Anthony P. Deasey
Senior Vice President-Finance and Chief Financial Officer
-19-
CCPC HOLDING COMPANY, INC.
EXHIBIT INDEX
This exhibit is numbered in accordance
with Exhibit Table I of Item 601 of Regulation
S-K
EXHIBIT # DESCRIPTION
12 Computation of ratio of earnings to combined
fixed charges and preferred dividends
27 Financial Data Schedule
-20-