10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 16, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2001
Commission file number 1-7349
BALL CORPORATION
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, CO 80021-2510
303/469-3131
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for 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.
Class Outstanding at April 29, 2001
--------------------------------- -----------------------------
Common Stock, without par value 27,563,820
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
For the period ended April 1, 2001
INDEX
Page Number
---------------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Unaudited Condensed Consolidated Statements of Earnings for the
Three-Month Periods Ended April 1, 2001, and April 2, 2000 3
Unaudited Condensed Consolidated Balance Sheets at April 1, 2001,
and December 31, 2000 4
Unaudited Condensed Consolidated Statements of Cash Flows for the
Three-Month Periods Ended April 1, 2001, and April 2, 2000 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 15
PART II. OTHER INFORMATION 17
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF EARNINGS
($ in millions)
Three Months Ended
----------------------------------------
April 1, 2001 April 2, 2000
------------------ -----------------
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Net sales $ 850.0 $ 846.0
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Costs and expenses
Cost of sales (excluding depreciation and amortization) 722.4 709.3
Depreciation and amortization (Notes 6 and 7) 38.3 40.4
Selling and administrative 34.3 33.5
Receivable securitization fees and product development (Note 8)
3.0 3.7
------------------- --------------------
798.0 786.9
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Earnings before interest and taxes 52.0 59.1
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Interest expense 24.3 23.4
------------------- --------------------
Earnings before taxes 27.7 35.7
Provision for taxes (9.7) (13.8)
Minority interests - (0.2)
Equity in earnings of affiliates 0.5 (1.7)
------------------- --------------------
Net earnings 18.5 20.0
Preferred dividends, net of tax (0.6) (0.6)
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Earnings attributable to common shareholders $ 17.9 $ 19.4
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Earnings per common share (Note 10) $ 0.65 $ 0.65
=================== ====================
Diluted earnings per share (Note 10) $ 0.61 $ 0.62
=================== ====================
Cash dividends declared per common share $ 0.15 $ 0.15
=================== ====================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
April 1, December 31,
2001 2000
------------------ -----------------
ASSETS
Current assets
Cash and temporary investments $ 28.0 $ 25.6
Accounts receivable, net 280.5 230.2
Inventories, net (Note 5) 686.7 627.5
Deferred income tax benefits and prepaid expenses 84.1 86.0
------------------ -----------------
Total current assets 1,079.3 969.3
Property, plant and equipment, net (Note 6) 987.5 1,003.7
Goodwill and other assets (Note 7) 662.5 676.8
------------------ -----------------
Total Assets $ 2,729.3 $ 2,649.8
================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion of long-term debt(Note 8) $ 168.7 $ 125.7
Accounts payable 309.7 332.1
Accrued employee costs and other current liabilities 145.4 201.3
------------------- -----------------
Total current liabilities 623.8 659.1
Long-term debt (Note 8) 1,144.4 1,011.6
Employee benefit obligations, deferred income taxes and
other noncurrent liabilities 278.4 281.8
------------------ -----------------
Total liabilities 2,046.6 1,952.5
------------------ -----------------
Contingencies (Note 11)
Minority interests 14.9 14.9
------------------ -----------------
Shareholders' equity (Note 9):
Series B ESOP Convertible Preferred Stock 52.3 53.4
Unearned compensation - ESOP (10.6) (10.6)
------------------ -----------------
Preferred shareholder's equity 41.7 42.8
------------------ -----------------
Common stock (37,079,459 shares issued - 2001;
36,773,381 shares issued - 2000) 453.8 443.9
Retained earnings 543.1 529.3
Accumulated other comprehensive loss (34.3) (29.7)
Treasury stock, at cost (9,552,956 shares - 2001;
8,724,380 shares - 2000) (336.5) (303.9)
------------------- -----------------
Common shareholders' equity 626.1 639.6
------------------- -----------------
Total shareholders' equity 667.8 682.4
------------------- -----------------
Total Liabilities and Shareholders' Equity $ 2,729.3 $ 2,649.8
=================== =================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
($ in millions)
Three Months Ended
------------------------------------------
April 1, 2001 April 2, 2000
------------------- ------------------
Cash flows from operating activities
Net earnings $ 18.5 $ 20.0
Noncash charges to net earnings:
Depreciation and amortization 38.3 40.4
Deferred income taxes 6.0 0.7
Other, net (3.9) (2.7)
Changes in working capital components (199.5) (186.4)
------------------- ------------------
Net cash used in operating activities (140.6) (128.0)
------------------- ------------------
Cash flows from investing activities
Additions to property, plant and equipment (18.9) (23.5)
Incentive loan receipts and other, net 13.4 34.4
------------------- ------------------
Net cash provided by (used in) investing activities (5.5) 10.9
------------------- ------------------
Cash flows from financing activities
Long-term borrowings 145.0 110.5
Repayments of long-term borrowings (13.0) (23.1)
Change in short-term borrowings 44.8 43.3
Common and preferred dividends (4.1) (4.5)
Net proceeds from issuance of common stock under
various employee and shareholder plans 9.6 15.2
Acquisitions of treasury stock (32.6) (15.6)
Other, net (1.2) (2.0)
------------------- ------------------
Net cash provided by financing activities 148.5 123.8
------------------- ------------------
Net Change in Cash and Temporary Investments 2.4 6.7
Cash and Temporary Investments - Beginning of Period 25.6 35.8
------------------- ------------------
Cash and Temporary Investments - End of Period $ 28.0 $ 42.5
=================== ==================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
April 1, 2001
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying condensed consolidated financial statements include the accounts of Ball Corporation and its
controlled affiliates (collectively Ball, the company, we or our) and have been prepared by the company without
audit. Certain information and footnote disclosures, including significant accounting policies, normally included
in financial statements prepared in accordance with generally accepted accounting principles have been condensed
or omitted. The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts
of revenues and expenses during the reporting period. Future events could affect these estimates. However, we
believe that the financial statements reflect all adjustments which are of a normal recurring nature and are
necessary for a fair statement of the results for the interim period.
Results of operations for the periods shown are not necessarily indicative of results for the year, particularly
in view of the seasonality in the packaging segment. We suggest that these unaudited condensed consolidated
financial statements and accompanying notes be read in conjunction with the consolidated financial statements and
the notes thereto included in our company's latest annual report.
Certain prior-year amounts have been reclassified in order to conform to the current-year presentation.
2. New Accounting Standards
Effective January 1, 2001, we adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS No. 133. These statements
establish accounting and reporting standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All derivative instruments, whether designated in hedging
relationships or not, are required to be recorded on the balance sheet at fair value. The effective portions of
changes in the fair value of derivative instruments designated as cash flow hedges are recorded in other
comprehensive earnings and are recognized in earnings when the hedged item affects earnings. Ineffective portions
of changes in the fair value of cash flow hedges are recognized in earnings. The adoption of SFAS Nos. 133 and
138 did not have a material effect on our earnings or financial position in the first quarter of 2001. Additional
information about our use of derivative instruments is provided in Item 3, Quantitative and Qualitative
Disclosures About Market Risk.
The Emerging Issues Task Force reached a consensus in September 2000 on a portion of Issue No. 00-10,
"Accounting for Shipping and Handling Fees and Costs," which requires companies to report shipping and handling
fees and costs as a component of cost of sales. We adopted this guidance in the fourth quarter of 2000, the
effect of which was offsetting increases in net sales and cost of sales in the consolidated statements of
earnings. A reclassification of $28.4 million has been reflected in the first quarter of 2000 for comparative
purposes.
3. Business Segment Information
Ball's operations are organized along its product lines in two segments - the packaging segment and the aerospace
and technologies segment. The accounting policies of the segments are the same as those in the unaudited
condensed consolidated financial statements.
The packaging segment includes the lines of businesses that manufacture metal and PET (polyethylene
terephthalate) containers, primarily for use in beverage and food packaging. The company's consolidated packaging
operations are located in and serve North America (the U.S. and Canada) and Asia, primarily the People's Republic
of China (PRC). Ball also has investments in packaging companies located in the PRC, Brazil and Thailand which
are accounted for using the equity method.
The aerospace and technologies segment includes civil space systems, defense systems, commercial space
operations, commercial products and technologies, systems engineering services, advanced antenna and video
systems and products and technology.
Summary of Business by Segment Three Months Ended
--------------------------------------
($ in millions) April 1, 2001 April 2, 2000
---------------- -----------------
Net Sales
North American metal beverage $ 501.9 $ 529.5
North American metal food 133.9 115.5
North American plastic containers 64.4 61.0
International 52.5 52.5
---------------- -----------------
Total packaging 752.7 758.5
Aerospace and technologies 97.3 87.5
---------------- -----------------
Consolidated net sales $ 850.0 $ 846.0
================ =================
Operating Earnings
Packaging $ 51.9 $ 59.2
Aerospace and technologies 6.0 5.4
---------------- -----------------
Segment earnings before interest and taxes 57.9 64.6
Corporate undistributed expenses, net (5.9) (5.5)
---------------- -----------------
Earnings before interest and taxes 52.0 59.1
Interest expense (24.3) (23.4)
Provision for taxes on income (9.7) (13.8)
Minority interests - (0.2)
Equity in earnings of affiliates 0.5 (1.7)
---------------- -----------------
Consolidated net earnings $ 18.5 $ 20.0
================ =================
April 1, 2001 December 31, 2000
---------------- -----------------
Net Investment
Packaging $ 1,423.5 $ 1,410.9
Aerospace and technologies 185.4 181.8
---------------- -----------------
Segment net investment 1,608.9 1,592.7
Corporate net investment and eliminations (941.1) (910.3)
---------------- -----------------
Consolidated net investment $ 667.8 $ 682.4
================ =================
4. Business Consolidation Costs, Acquisitions and Other
The company recorded an $83.4 million pretax charge ($55 million after tax, minority interests
and equity earnings impacts) in the second quarter of 2000 for packaging business consolidation and investment
exit activities expected to be completed during 2001. The $83.4 million charge included (1) $43.9 million for the
write-down to estimated net realizable value of fixed assets held for sale and related spare parts inventory,
(2) $9 million for severance, supplemental unemployment and other related benefits, (3) $14.3 million for
contractual pension and retirement obligations which have been included in the appropriate liability accounts,
(4) $5.4 million for the write-down of goodwill associated with the closed PRC plant, (5) $8.2 million for the
write-down of equity investments and (6) $2.6 million for other assets and consolidation costs. Approximately
$21 million of the charge will require cash payments, offset by $26 million of tax benefits. The carrying value
of the remaining fixed assets held for sale at April 1, 2001, was $2.1 million.
During the last quarter of 1998, the company announced the closure of two of its plants located in the PRC
and removed from service manufacturing equipment at a third plant. The actions resulted in a $56.2 million,
largely noncash, charge in 1998, primarily for the write-down to net realizable value of fixed assets, goodwill
and other assets. The carrying value of the remaining fixed assets held for sale at April 1, 2001, was $3.5 million.
Subsequent changes to the estimated costs of the 2000 and 1998 business consolidations, if any, will be included in
current-period earnings.
On August 10, 1998, Ball acquired substantially all the assets and assumed certain liabilities of
the North American beverage can manufacturing business of Reynolds Metals Company. In connection with
the acquisition, the company provided $51.3 million in the opening balance sheet for the costs of
integrating the acquired business, which included the closure of a headquarters facility and
three plants. Included within the $51.3 million was $22.8 million in pension and other postretirement
benefit liabilities. The former headquarters facility and two of the three plants have been sold. The third
plant and certain equipment remain for sale. The carrying value of the fixed assets remaining for sale at
April 1, 2001, was approximately $10.4 million. Subsequent increases in actual costs, if any, will be
included in current-period earnings, and decreases, if any, will result in a reduction of goodwill.
The following table summarizes the year-to-date activity related to the remaining costs associated with the
acquisition and business consolidation activities:
($ in millions) Employee Other Exit
Severance Costs Total
------------- ------------ -------------
Balance at December 31, 2000 $ 13.0 $ 1.2 $ 14.2
Payments made (2.5) (0.4) (2.9)
------------- ------------ -------------
Balance at April 1, 2001 $ 10.5 $ 0.8 $ 11.3
============= ============ =============
5. Inventories
($ in millions) April 1, December 31,
2001 2000
---------------- ------------------
Raw materials and supplies $ 208.5 $ 214.9
Work in process and finished goods 478.2 412.6
---------------- ------------------
$ 686.7 $ 627.5
================ ==================
6. Property, Plant and Equipment
($ in millions) April 1, December 31,
2001 2000
---------------- ------------------
Land $ 51.8 $ 52.1
Buildings 442.0 438.9
Machinery and equipment 1,419.0 1,410.2
---------------- ------------------
1,912.8 1,901.2
Accumulated depreciation (925.3) (897.5)
---------------- ------------------
$ 987.5 $ 1,003.7
================ ==================
Depreciation expense amounted to $34.3 million and $36.1 million for the three-month
periods ended April 1, 2001, and April 2, 2000, respectively.
7. Goodwill and Other Assets
($ in millions) April 1, December 31,
2001 2000
---------------- ------------------
Goodwill (net of accumulated amortization of $57.4 at
April 1, 2001, and $54.5 at December 31, 2000) $ 420.4 $ 436.8
Investments in affiliates 81.6 81.2
Prepaid pension 70.1 67.1
Other 90.4 91.7
---------------- ------------------
$ 662.5 $ 676.8
================ ==================
Total amortization expense, including goodwill amortization, amounted to $4 million and $4.3 million for the
three-month periods ended April 1, 2001, and April 2, 2000, respectively, of which $2.9 million and $3.2 million
related to the amortization of goodwill.
8. Debt and Receivables Sales Agreement
Debt includes $300 million of 7.75% Senior Notes due in 2006, $250 million of 8.25% Senior Subordinated Notes due
in 2008 and borrowings under a Senior Credit Facility, which bear interest at variable rates. At April 1, 2001,
approximately $443 million was available under the revolving credit facility portion of the Senior Credit
Facility.
The Senior Notes, Senior Subordinated Notes and Senior Credit Facility agreements are guaranteed on a full,
unconditional and joint and several basis by certain of the company's domestic wholly owned subsidiaries and
contain certain covenants and restrictions including, among other things, limits on the incurrence of additional
indebtedness and limits on the amount of restricted payments, such as dividends and share repurchases.
Exhibit 20.1 contains condensed, consolidating financial information for the company, segregating the guarantor
subsidiaries and non-guarantor subsidiaries. Separate financial statements for the guarantor subsidiaries and the
non-guarantor subsidiaries are not presented because management has determined that such financial statements
would not be material to investors.
The company was not in default of any loan agreement at April 1, 2001, and has met all payment obligations.
Latapack-Ball Embalagens Ltda. (Latapack-Ball), the company's 50 percent-owned equity affiliate in Brazil, was in
noncompliance with certain financial provisions under a fixed-term loan agreement, of which $37.3 million was
outstanding at the quarter end. Latapack-Ball has requested a waiver from the lender in respect of the noncompliance.
A receivables sales agreement provides for the ongoing, revolving sale of a designated pool of trade accounts
receivable of Ball's U.S. packaging operations, up to $125 million. Net funds received from the sale of the
accounts receivable totaled $122.5 million at April 1, 2001, and April 2, 2000. Fees incurred in connection with
the sale of accounts receivable totaled $1.8 million and $2 million for the first three months of 2001 and 2000,
respectively.
9. Shareholders' Equity
Accumulated other comprehensive loss of $34.3 million at April 1, 2001, and $29.7 million at December 31, 2000,
includes the cumulative effect of foreign currency translation, additional minimum pension liability and
unrealized gains and losses on derivative instruments. Issued and outstanding shares of the Series B ESOP
Convertible Preferred Stock were 1,424,967 shares at April 1, 2001, and 1,453,864 shares at December 31, 2000.
The following table summarizes total comprehensive earnings for the first quarters of 2001 and 2000:
Three Months Ended
---------------------------------------
($ in millions) April 1, 2001 April 2, 2000
------------------ -----------------
Comprehensive Earnings
Net earnings $ 18.5 $ 20.0
Foreign currency translation adjustment (4.3) (1.3)
Minimum pension liability (net of tax) (0.3) -
------------------ -----------------
Comprehensive earnings $ 13.9 $ 18.7
================== =================
The company adopted a deposit share program in March 2001 that encourages certain senior management employees to
invest in Ball stock by matching purchased shares with restricted shares. Restrictions on the matching shares lapse
at the end of four years from date of grant or earlier if established ownership guidelines are met, assuming the
qualifying shares purchased are not sold or transferred prior to that time. There are a total of 254,500 shares
available for grant under this program, and the participants have until March 2003 to fulfill the requirements for
the matching restricted share grants. The adoption of the program had no significant impact on earnings or financial
position in the first quarter.
10. Earnings Per Share
The following table provides additional information on the computation of earnings per share amounts:
($ in millions, except Three Months Ended
per share amounts) ---------------------------------------
April 1, 2001 April 2, 2000
------------------ -----------------
Earnings per Common Share
Net earnings $ 18.5 $ 20.0
Preferred dividends, net of tax (0.6) (0.6)
------------------ -----------------
Earnings attributable to common shareholders $ 17.9 $ 19.4
================== =================
Weighted average common shares (000s) 27,329 29,707
================== =================
Earnings per common share $ 0.65 $ 0.65
================== =================
Diluted Earnings per Share
Net earnings 18.5 20.0
Adjustment for deemed ESOP cash contribution in
lieu of the ESOP Preferred dividend (0.5) (0.5)
------------------ -----------------
Earnings attributable to common shareholders $ 18.0 $ 19.5
================== =================
Weighted average common shares (000s) 27,329 29,707
Effect of dilutive stock options 357 251
Common shares issuable upon conversion of
the ESOP Preferred stock 1,672 1,762
------------------ -----------------
Weighted average shares applicable
to diluted earnings per share 29,358 31,720
================== =================
Diluted earnings per share $ 0.61 $ 0.62
================== =================
11. Contingencies
The company is subject to various risks and uncertainties in the ordinary course of business due, in part,
to the competitive nature of the industries in which we participate, our operations in developing markets
outside the U.S., changing commodity prices for the materials used in the manufacture of our products and
changing capital markets. Where practicable, we attempt to reduce these risks and uncertainties through the
establishment of risk management policies and procedures, including, at times, the use of certain derivative
financial instruments.
From time to time, the company is subject to routine litigation incident to its business. Additionally,
the U.S. Environmental Protection Agency has designated Ball as a potentially responsible party, along with
numerous other companies, for the cleanup of several hazardous waste sites. Our information at this time
does not indicate that these matters will have a material adverse effect upon the liquidity, results of
operations or financial condition of the company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the unaudited condensed consolidated
financial statements and the accompanying notes. Ball Corporation and subsidiaries are referred to collectively
as "Ball" or the "company" or "we" and "our" in the following discussion and analysis.
CONSOLIDATED SALES AND EARNINGS
Ball's operations are organized along its product lines and include two segments - the packaging segment and the
aerospace and technologies segment.
Packaging Segment
The packaging segment includes metal and PET (polyethylene terephthalate) container products, primarily used in
beverage and food packaging. Our packaging operations are located in and serve North America (the U.S. and Canada)
and Asia, primarily the Peoples Republic of China (PRC). Packaging segment sales in the first quarter of 2001
were flat compared to 2000. Operating margins were 6.9 percent for the first quarter of 2001 compared to 7.8 percent
for the same period in 2000. The lower margins were the result of higher energy costs, primarily in California, and
operating losses in China.
North American metal beverage container sales, which represented approximately 67 percent of segment sales in the
first three months of 2001, were 5 percent lower than in 2000. The decrease was due to lower soft drink container
shipments, lower selling prices driven by a highly competitive environment and the expected effects of plant closings
during 2000. Manufacturing cost controls are yielding favorable results. However, operating margins were lower due to
decreased sales, higher energy costs and certain plants operating at less than full capacity to help reduce higher than
anticipated inventory levels related to the lower shipments.
North American metal food container sales, which comprised approximately 18 percent of segment sales in the first
three months of 2001, increased approximately 16 percent over the same period in 2000. This increase was the result
of volume gains with several customers, including ConAgra Grocery Products Company, and strong pre-season vegetable
sales. This overall sales gain was achieved in spite of industry-wide shipments being lower by an estimated 3 percent.
Plastic container sales, approximately 9 percent of segment sales in the first three months of 2001, continue to
increase and were approximately 6 percent higher than in 2000. The sales mix continues to be weighted toward carbonated
soft drink and water containers, with increasing demand for the larger sizes.
Sales levels were comparable in the PRC with lower operating earnings compared to 2000. The PRC can industry continues
to suffer from overcapacity and lower pricing. In response to this situation, we have begun an extensive review of
options available to us in connection with our investment. We expect our review to be completed late in the second
quarter. The review will, in all likelihood, lead to the closure, consolidation or sale of certain facilities. At this
time, we have not determined the final structural changes, the facilities to be affected or the amount of any potential
charge.
Aerospace and Technologies Segment
Sales and earnings in the aerospace and technologies segment were both 11 percent higher for the first three months
of 2001 compared to the same period in 2000. The earnings improvement was primarily the result of the strong sales,
which were driven by growth in our U.S. government business. During the first quarter of 2001, we were selected by
the U.S. Air Force as one of two companies to potentially win contracts with revenues of up to $260 million. We
believe these contracts, as well other opportunities in our government and commercial space business lines, should
counteract any negative effects the current slowdown in the commercial telecommunications industry may have on our
commercial wireless business. Backlog at the end of the first quarter of 2001 was approximately $360 million compared
to a backlog of $351 million at the end of 2000. Year-to-year comparisons of backlog are not necessarily indicative
of the trend of future operations.
For additional information on our segment operations, see the Summary of Business by Segment in Note 3 accompanying
the consolidated financial statements included within Item 1.
Interest and Taxes
Consolidated interest expense for the first three months of 2001 was $24.3 million compared to $23.4 million in 2000.
The increase was attributable to higher short-term interest rates in 2001 and lower capitalized interest due to the
completion of the Tampa plant expansion project.
Balls lower consolidated effective income tax rate for the first quarter of 2001, as compared to the first
quarter of 2000, was primarily due to the favorable effects of the implementation of business strategies which
have reduced the overall state and foreign tax rates. The implementation of these strategies was begun in 2000 and
is reflected in the more comparable tax rates for the last three quarters of 2000. We expect our effective tax rate
to be approximately 35 percent for the year.
Results of Equity Affiliates
Equity in the net results of affiliates is largely attributable to that from investments in the PRC, Thailand and
Brazil. Results were earnings of $0.5 million in the first three months of 2001, compared to a loss of $1.7 million
for the same period in 2000. The improvement was primarily due to strong sales in Brazil and the absence of
significant negative foreign currency effects experienced in 2000. Results in the PRC reflect the continued
effects of excess capacity in the industry.
Other Items
The company recorded an $83.4 million pretax charge ($55 million after tax, minority interests and equity earnings
impacts) in the second quarter of 2000 for packaging business consolidation and investment exit activities. The
charge included costs associated with the permanent closure of two beverage can facilities, the elimination or
consolidation of certain production lines and the write-down to net realizable value of certain international equity
investments.
In connection with a beverage can manufacturing acquisition in 1998, we provided $51.3 million in the opening balance
sheet for the costs of integrating the acquired business, which included the closure of a headquarters facility and
three plants. To date the headquarters facility, equipment and two plants have been sold.
Also during 1998, we announced the closure of two of our plants located in the PRC and removed from service
manufacturing equipment at a third plant. The actions resulted in a $56.2 million, largely noncash, charge in 1998,
primarily for the write-down to net realizable value of fixed assets, goodwill and other assets.
Additional details about our business consolidation and acquisition-related activities, including details about the
reserves associated with them, are provided in Note 4 accompanying the consolidated financial statements included
within Item 1.
Details of recently promulgated accounting and reporting standards, which may affect the company, are provided in
Note 2 accompanying the consolidated financial statements included within Item 1.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations was a usage of $140.6 million for the first three months of 2001 compared to a usage of
$128 million in 2000. The use of operating cash flow in both periods reflected the normal seasonality of the business,
although it was higher in 2001 due to some early raw material commitments and some shorter supplier terms. Capital
spending of $18.9 million in the first three months of 2001 was well below depreciation and amortization of
$38.3 million. We expect capital spending to be less than $100 million for the year.
Total debt increased to $1,313.1 million at April 1, 2001, compared to $1,137.3 million at December 31, 2000,
partially the result of the working capital issues discussed above and the repurchase of our common shares. In
connection with a forward share purchase agreement we entered into in 2000, we acquired 510,500 shares at an average
price of approximately $35.16 per share. The debt-to-total capitalization ratio was 65.8 percent at April 1, 2001,
compared to 62 percent at December 31, 2000.
Debt includes $300 million of 7.75% Senior Notes due in 2006, $250 million of 8.25% Senior Subordinated Notes due
in 2008 and borrowings under a Senior Credit Facility, which bear interest at variable rates. At April 1, 2001,
approximately $443 million was available under the revolving credit facility portion of the Senior Credit Facility.
Ball Asia Pacific Holdings Limited and its consolidated subsidiaries had short-term uncommitted credit facilities
of approximately $102 million at the end of the first quarter, of which $66.4 million was outstanding.
A receivables sales agreement provides for the ongoing, revolving sale of a designated pool of trade accounts
receivable of Balls U.S. packaging operations, up to $125 million. Net funds received from the sale of the
accounts receivable totaled $122.5 million at April 1, 2001, and April 2, 2000.
The company was not in default of any loan agreement at April 1, 2001, and has met all payment obligations. However,
its 50-percent-owned equity affiliate in Brazil is in noncompliance with certain financial provisions. Latapack-Ball
has requested a waiver from the lender in respect of the noncompliance.
Additional details about the companys debt and receivables sales agreement are available in Note 8 accompanying
the consolidated financial statements included within Item 1.
CONTINGENCIES
The company is subject to various risks and uncertainties in the ordinary course of business due, in part, to the
competitive nature of the industries in which we participate, our operations in developing markets outside the U.S.,
changing commodity prices for the materials used in the manufacture of our products and changing capital markets.
Where practicable, we attempt to reduce these risks and uncertainties through the establishment of risk management
policies and procedures, including, at times, the use of certain derivative financial instruments.
From time to time, the company is subject to routine litigation incident to its business. Additionally, the U.S.
Environmental Protection Agency has designated Ball as a potentially responsible party, along with numerous other
companies, for the cleanup of several hazardous waste sites. Our information at this time does not indicate that
these matters will have a material adverse effect upon the liquidity, results of operations or financial condition
of the company.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the ordinary course of business, we employ established risk management policies and procedures to reduce our
exposure to commodity price changes, changes in interest rates, fluctuations in foreign currencies and the
companys common share repurchase program.
We manage our commodity price risk in connection with market price fluctuations of aluminum primarily by entering into
can and end sales contracts, which include aluminum-based pricing terms that consider price fluctuations under our
commercial supply contracts for aluminum purchases. The terms include "band" pricing where there is an upper and lower
limit, a fixed price or only any upper limit to the aluminum component pricing. This matched pricing affects
substantially all of our North American metal beverage packaging net sales. We also, at times, use certain derivative
instruments such as option and forward contracts as cash flow hedges of commodity price risk. Outstanding contracts
at the end of the first quarter expire at various times up to two years. Included in shareholders' equity at
April 1, 2001, within other accumulated comprehensive loss, is approximately $0.8 million of loss associated with
these contracts, the majority of which is expected to be recognized in the consolidated statement of earnings during
the remainder of 2001.
Our objective in managing exposure to interest rate changes is to limit the impact of interest rate changes on earnings
and cash flows and to lower our overall borrowing costs. We manage this primarily through the use of cash flow hedges
and, at times, derivatives that limit the cash flow impact but not necessarily the earnings impact in cases where they
do not qualify for favorable accounting treatment. To achieve these objectives, we use a variety of interest rate
swaps, collars and options to manage our mix of floating and fixed-rate debt. Interest rate instruments held by the
company at April 1, 2001, included pay-floating and pay-fixed interest rate swaps, interest rate caps and swaption
contracts. Pay-fixed swaps effectively convert floating rate obligations to fixed rate instruments. Pay-floating swaps
effectively convert fixed-rate obligations to variable rate instruments. Swap agreements expire at various times up to
five years. Although these instruments involve varying degrees of credit and interest risk, the counter parties to the
agreements involve financial institutions, which are expected to perform fully under the terms of the agreements.
Accumulated comprehensive loss at April 1, 2001, includes approximately $0.8 million of income associated with these
contracts, of which an insignificant amount is expected to be recognized in the consolidated statement of earnings
in 2001.
Our objective in managing exposure to foreign currency fluctuations is to protect foreign cash flow and reduce earnings
volatility associated with foreign exchange rate changes through the use of cash flow hedges. Our primary foreign
currency risk exposures result from the strengthening of the U.S. dollar against the Hong Kong dollar, Canadian dollar,
Chinese renminbi, Thai baht and Brazilian real. We face currency exposures of our global operations and maintaining
U.S. dollar debt and payables in foreign countries. We use forward contracts to manage our foreign currency exposures
and, as a result, gains and losses on these derivative positions offset, in part, the impact of currency fluctuations
on the existing assets and liabilities. Contracts outstanding at the end of the first quarter expire in less than
one year.
In connection with the companys ongoing share repurchase program, from time to time we sell put options which
give the purchaser of those options the right to sell shares of the companys common stock to the company on
specified dates at specified prices upon the exercise of those options. The put option contracts allow us to determine
the method of settlement, either in cash or shares. As such, the contracts are considered equity instruments and
changes in the fair value are not recognized in our financial statements. Our objective in selling put options is to
lower the average purchase price of acquired shares in connection with the share repurchase program. In the latter part
of 2000 we entered into a forward share repurchase agreement to purchase shares of the companys common stock.
Under the agreement, we purchased 580,300 shares during 2000 at an average price of $34.50 per share and, in
January 2001, purchased the remaining 510,500 shares at an average price of $35.16 per share.
Effective January 1, 2001, we adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," and SFAS No. 138, an amendment of SFAS No. 133. These statements
establish accounting and reporting standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All derivative instruments, whether designated in hedging
relationships or not, are required to be recorded on the balance sheet at fair value. The effective portions of
changes in the fair value of derivative instruments designated as cash flow hedges are recorded in other
comprehensive earnings and are recognized in earnings when the hedged item affects earnings. Ineffective portions
of changes in the fair value of cash flow hedges are recognized in earnings. The adoption of SFAS Nos. 133 and
138 did not have a material effect on our earnings or financial position in the first quarter of 2001.
The company has estimated its market risk exposure using sensitivity analysis. Market risk exposure has been defined
as the changes in fair value of a derivative instrument assuming a hypothetical 10 percent adverse change in market
prices or rates. The results of the sensitivity analyses as of April 1, 2001, did not differ materially from the
amounts reported as of December 31, 2000. Actual changes in market prices or rates may differ from hypothetical changes.
FORWARD-LOOKING STATEMENTS
The company has made or implied certain forward-looking statements in this report. These forward-looking statements
represent the companys goals and are based on certain assumptions and estimates regarding the worldwide economy,
specific industry technological innovations, industry competitive activity, interest rates, capital expenditures,
pricing, currency movements, product introductions and the development of certain domestic and international markets.
Some factors that could cause the companys actual results or outcomes to differ materially from those discussed
in the forward-looking statements include, but are not limited to, fluctuation in customer growth and demand;
insufficient production capacity; overcapacity in foreign and domestic metal and plastic container industry production
facilities and its impact on pricing and financial results; lack of productivity improvement or production cost
reductions; the weather; power and natural resource costs; difficulty in obtaining supplies and energy, such as gas
and electric power; shortages in and pricing of raw materials; competition in pricing and the possible decrease in,
or loss of sales resulting therefrom; loss of profitability and plant closures; insufficient cash flow; the inability
to continue the purchase of the companys common shares; regulatory action; federal and state legislation;
interest rates; labor strikes; boycotts; litigation involving antitrust; intellectual property, consumer and other
issues; maintenance and capital expenditures; local economic conditions; the authorization, funding and availability
of government contracts and the nature and continuation of those contracts and related services provided thereunder;
the success or lack of success of the satellite launches and the businesses and governments associated with the
launches; international business and market risks such as the devaluation of international currencies; the ability
to obtain adequate credit resources for foreseeable financing requirements of the companys businesses and to
satisfy the resulting credit obligations and successful or unsuccessful acquisitions, joint ventures or divestitures.
If the companys assumptions and estimates are incorrect, or if it is unable to achieve its goals, then the
companys actual performance could vary materially from those goals expressed or implied in the forward-looking
statements.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 3, 2000, Pechiney Plastic Packaging, Inc., and Pechiney Emballage Flexible Europe (Pechiney) filed a
lawsuit against Kortec, Inc.; Crown Cork & Seal Company, Inc.; Crown Cork & Seal Technologies Corporation and
Ball Plastic Container Corp. in the U.S. District Court for the District of Massachusetts. Pechiney alleged that
the defendants had infringed two of its patents with respect to methods and apparatus for injection molding and
injection blow molding multi-layer plastic containers. Pechiney sought an injunction and damages. Kortec is a
supplier to Ball Plastic Container Corp. of equipment for use in manufacturing multi-layered plastic bottles.
Kortec agreed to defend Ball Plastic Container Corp. against the claims for infringement of patents arising out
of the purchase and use of such equipment purchased from Kortec and assumed the defense of the action. The
parties recently negotiated a settlement of this matter effective November 2, 2000. Pursuant to the terms of the
settlement agreement, Ball agreed to become a licensee of Pechiney in exchange for certain royalty payments. This
matter has been concluded without any adverse material effect upon the liquidity, results of operations or
financial condition of the company.
Item 2. Changes in Securities
There were no events required to be reported under Item 2 for the quarter ended April 1, 2001.
Item 3. Defaults Upon Senior Securities
There were no events required to be reported under Item 3 for the quarter ended April 1, 2001.
Item 4. Submission of Matters to a Vote of Security Holders
There were no events required to be reported under Item 4 for the quarter ended April 1, 2001.
Item 5. Other Information
There were no events required to be reported under Item 5 for the quarter ended April 1, 2001.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Deposit Share Program, as amended
10.2 Directors Deposit Share Program
20.1 Subsidiary Guarantees of Debt
99.1 Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995, as amended
(b) Reports on Form 8-K
There were no Current Reports on Form 8-K filed during the quarter ending April 1, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
Ball Corporation
(Registrant)
By: /s/ Raymond J. Seabrook
--------------------------
Raymond J. Seabrook
Senior Vice President and
Chief Financial Officer
Date: May 16, 2001
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
April 1, 2001
EXHIBIT INDEX
Description Exhibit
--------------- -------------
Deposit Share Program, as amended (Filed herewith.) EX-10.1
Directors Deposit Share Program (Filed herewith.) EX-10.2
Subsidiary Guarantees of Debt (Filed herewith.) EX-20.1
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995, as amended (Filed herewith.) EX-99.1