10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on August 15, 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 July 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 August 5, 2001
------------- -----------------------------
Common Stock,
without par value 27,663,795 shares
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
For the period ended July 1, 2001
INDEX
Page Number
----------------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Unaudited Condensed Consolidated Statements of Earnings for the Three-
and Six-Month Periods Ended July 1, 2001, and July 2, 2000 3
Unaudited Condensed Consolidated Balance Sheets at July 1, 2001, and
December 31, 2000 4
Unaudited Condensed Consolidated Statements of Cash Flows for the
Six-Month Periods Ended July 1, 2001, and July 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 Six Months Ended
-------------------------------- ------------------------------
July 1, 2001 July 2, 2000 July 1, 2001 July 2, 2000
-------------- --------------- --------------- --------------
---------------------------------------------------------------------------------------------------------------
Net sales $ 992.6 $ 995.0 $ 1,842.6 $ 1,841.0
---------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of sales (excluding depreciation and
amortization) 851.3 835.4 1,573.7 1,544.7
Depreciation and amortization (Notes 6
and 7) 38.8 38.9 77.1 79.3
Business consolidation costs (Note 4) 253.7 83.4 253.7 83.4
Selling and administrative expenses 26.6 32.5 60.9 66.0
Receivable securitization fees and product
development (Note 8) 4.0 3.7 7.0 7.4
-------------- --------------- --------------- --------------
1,174.4 993.9 1,972.4 1,780.8
---------------------------------------------------------------------------------------------------------------
Earnings (loss) before interest and taxes (181.8) 1.1 (129.8) 60.2
---------------------------------------------------------------------------------------------------------------
Interest expense 22.6 23.8 46.9 47.2
-------------- --------------- --------------- --------------
Earnings (loss) before taxes (204.4) (22.7) (176.7) 13.0
Provision for taxes 40.6 6.4 30.9 (7.4)
Minority interests 1.2 2.6 1.2 2.4
Equity in earnings of affiliates 0.5 (1.7) 1.0 (3.4)
-------------- --------------- --------------- --------------
Net earnings (loss) (162.1) (15.4) (143.6) 4.6
Preferred dividends, net of tax (0.6) (0.7) (1.2) (1.3)
---------------------------------------------------------------------------------------------------------------
Earnings (loss) attributable to
common shareholders $ (162.7) $ (16.1) $ (144.8) $ 3.3
---------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share (Note 10) $ (5.92) $ (0.55) $ (5.28) $ 0.11
============== =============== =============== ==============
Diluted earnings (loss) per share (Note 10) $ (5.92) $ (0.55) $ (5.28) $ 0.11
============== =============== =============== ==============
Cash dividends declared per common share $ 0.15 $ 0.15 $ 0.30 $ 0.30
============== =============== =============== ==============
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
July 1, 2001 December 31, 2000
------------------- -------------------
ASSETS
Current assets
Cash and temporary investments $ 24.9 $ 25.6
Accounts receivable, net (Notes 4 and 8) 329.3 230.2
Inventories, net (Note 5) 566.6 627.5
Deferred income tax benefits and prepaid expenses 103.6 86.0
------------------- -------------------
Total current assets 1,024.4 969.3
Property, plant and equipment, net (Notes 4 and 6) 892.8 1,003.7
Goodwill and other assets (Notes 4 and 7) 561.5 676.8
------------------- -------------------
Total Assets $ 2,478.7 $ 2,649.8
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion of long-term debt (Note 8) $ 156.7 $ 125.7
Accounts payable 308.3 332.1
Accrued employee costs and other current liabilities (Note 4) 196.6 201.3
------------------- -------------------
Total current liabilities 661.6 659.1
Long-term debt (Note 8) 1,037.6 1,011.6
Employee benefit obligations, deferred income taxes and
other noncurrent liabilities 251.0 281.8
------------------- -------------------
Total liabilities 1,950.2 1,952.5
------------------- -------------------
Contingencies (Note 11)
Minority interests (Note 4) 10.8 14.9
------------------- -------------------
Shareholders' equity (Note 9):
Series B ESOP Convertible Preferred Stock 51.0 53.4
Unearned compensation - ESOP (5.4) (10.6)
------------------- -------------------
Preferred shareholder's equity 45.6 42.8
------------------- -------------------
Common stock (37,368,322 shares issued - 2001;
36,773,381 shares issued - 2000) 460.8 443.9
Retained earnings 376.3 529.3
Accumulated other comprehensive loss (28.4) (29.7)
Treasury stock, at cost (9,553,636 shares - 2001;
8,724,380 shares - 2000) (336.6) (303.9)
------------------- -------------------
Common shareholders' equity 472.1 639.6
------------------- -------------------
Total shareholders' equity 517.7 682.4
------------------- -------------------
Total Liabilities and Shareholders' Equity $ 2,478.7 $ 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)
Six Months Ended
----------------------------------------
July 1, 2001 July 2, 2000
------------------- -----------------
Cash flows from operating activities
Net earnings $ (143.6) $ 4.6
Noncash charges to net earnings:
Depreciation and amortization 77.1 79.3
Business consolidation costs, net of related earnings in equity
affiliates and minority interests 251.2 81.3
Deferred income taxes 8.2 (13.2)
Other, net (17.0) (2.1)
Changes in working capital components (189.4) (190.1)
------------------- -----------------
Net cash used in operating activities (13.5) (40.2)
------------------- -----------------
Cash flows from investing activities
Additions to property, plant and equipment (37.2) (46.2)
Incentive loan receipts and other, net 17.6 38.4
------------------- -----------------
Net cash used in investing activities (19.6) (7.8)
------------------- -----------------
Cash flows from financing activities
Long-term borrowings 55.0 60.0
Repayments of long-term borrowings (26.0) (32.4)
Change in short-term borrowings 31.9 49.1
Common and preferred dividends (10.2) (10.9)
Net proceeds from issuance of common stock under
various employee and shareholder plans 16.6 21.3
Acquisitions of treasury stock (32.6) (37.6)
Other, net (2.3) (2.5)
------------------- -----------------
Net cash provided by financing activities 32.4 47.0
------------------- -----------------
Net Change in Cash and Temporary Investments (0.7) (1.0)
Cash and Temporary Investments - Beginning of Period 25.6 35.8
------------------- -----------------
Cash and Temporary Investments - End of Period $ 24.9 $ 34.8
=================== =================
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
July 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
The Financial Accounting Standards Board recently issued Statement of Financial Accounting Standards (SFAS)
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
eliminates the pooling-of-interest method of accounting for business combinations and requires that the purchase
method be used. Its provisions will be effective for Ball for all future business combinations. SFAS No. 142
establishes accounting guidelines for intangible assets acquired outside of a business combination. It also
addresses how goodwill and other intangible assets are to be accounted for after having been initially recognized
in the financial statements. In general, goodwill and certain intangible assets will no longer be amortized but
will be tested periodically for impairment, and resulting write-downs, if any, will be recognized in the
statement of earnings. This statement is effective for Ball beginning January 1, 2002.
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. The adoption of
these statements did not have a material effect on our earnings or financial position in the first six months of
2001. 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.
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 regarding 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 consensus 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 for all reported
periods. Reclassifications of $33.8 million and $62.2 million have been reflected in the second quarter and first
six months of 2000, respectively, for comparative purposes.
3. Business Segment Information
Ball's operations are organized along its product lines in two segments - the packaging segment and the aerospace
and technologies segment. The accounting policies of the segments are the same as those in the unaudited
condensed consolidated financial statements.
The packaging segment includes the lines of businesses that manufacture metal and PET (polyethylene
terephthalate) containers, primarily for use in beverage and food packaging in North America. We also have
beverage can manufacturing operations in the People's Republic of China (PRC), which are undergoing significant
consolidation and reorganization as explained below in Note 4. In addition, Ball has joint venture investments in
packaging companies located in the PRC, Brazil and Thailand, which are accounted for using the equity method.
The aerospace and technologies segment includes civil space systems, defense systems, commercial space
operations, commercial products and technologies, systems engineering services, advanced antenna and video
systems and products and technology.
Summary of Business by Segment Three Months Ended Six Months Ended
------------------------------- -------------------------------
($ in millions) July 1, 2001 July 2, 2000 July 1, 2001 July 2, 2000
------------- -------------- ------------- -------------
Net Sales
North American metal beverage $ 606.8 $ 646.5 $ 1,108.7 $ 1,176.0
North American metal food 156.1 133.9 290.0 249.4
North American plastic containers 82.4 70.5 146.8 131.5
International 41.7 55.9 94.2 108.4
------------- -------------- ------------- -------------
Total packaging 887.0 906.8 1,639.7 1,665.3
Aerospace and technologies 105.6 88.2 202.9 175.2
------------- -------------- ------------- -------------
Consolidated net sales $ 992.6 $ 995.0 $ 1,842.6 $ 1,841.0
============= ============== ============= =============
Consolidated Net Earnings
Packaging $ 67.6 $ 84.7 $ 119.5 $ 143.9
Business consolidation costs (Note 4) (237.7) (83.4) (237.7) (83.4)
------------- -------------- ------------- -------------
(170.1) 1.3 (118.2) 60.5
------------- -------------- ------------- -------------
Aerospace and technologies 7.5 4.6 13.5 10.0
Business consolidation costs (Note 4) (16.0) - (16.0) -
------------- -------------- ------------- -------------
Total aerospace and technologies (8.5) 4.6 (2.5) 10.0
------------- -------------- ------------- -------------
Segment earnings before interest
and taxes (178.6) 5.9 (120.7) 70.5
Corporate undistributed expenses, net (3.2) (4.8) (9.1) (10.3)
------------- -------------- ------------- -------------
Earnings before interest and taxes (181.8) 1.1 (129.8) 60.2
Interest expense (22.6) (23.8) (46.9) (47.2)
Provision for taxes 40.6 6.4 30.9 (7.4)
Minority interests 1.2 2.6 1.2 2.4
Equity in earnings of affiliates 0.5 (1.7) 1.0 (3.4)
------------- -------------- ------------- -------------
Consolidated net earnings (loss) $ (162.1) $ (15.4) $ (143.6) $ 4.6
============= ============== ============= =============
July 1, 2001 December 31, 2000
---------------- -----------------
Net Investment
Packaging $ 1,461.7 $ 1,410.9
Aerospace and technologies 179.8 181.8
---------------- -----------------
Segment net investment 1,641.5 1,592.7
Corporate net investment and eliminations (1,123.8) (910.3)
---------------- -----------------
Consolidated net investment $ 517.7 $ 682.4
================ =================
4. Business Consolidation Costs, Acquisitions and Other
In June 2001 the company announced the reorganization of its business in the PRC. As a part of that plan, we will
exit our general line metal can manufacturing business and will reduce our aluminum beverage can manufacturing
capacity there by closing two plants. One beverage can plant and one general line plant were closed at the end
of June and the remaining actions are expected to be completed by early 2002. We recorded a $237.7 million pretax
charge ($185 million after tax and minority interest impact) in connection with these actions. Positive cash flow
of approximately $28 million, including tax benefits, is expected upon the completion of the plan. We estimate an
initial full-year annual improvement in after-tax earnings of approximately $10 million subsequent to the completion
of the plan. Revenues from the general line metal can manufacturing business were approximately $45 million for the
year 2000. Also in the second quarter, we ceased operations in two commercial aerospace and technologies segment
developmental product lines and recorded a pretax charge of $16 million ($9.7 million after tax).
The charges are comprised of:
($ in millions) Aerospace and
PRC Actions Technologies Total
------------- --------------- ------------
Write-down to net realizable value of fixed assets
and related spare parts $ 90.3 $ 2.0 $ 92.3
Write-down of goodwill to estimated recoverable amounts 64.4 - 64.4
Acquisition of minority partner interests and
write off of unrecoverable equity investment 28.8 - 28.8
Accounts receivable deemed uncollectible as a
direct result of the exit plan 17.0 2.9 17.9
Severance and other benefit costs 13.0 0.4 13.4
Inventories deemed unsalable as a direct result of
the exit plan 7.0 7.1 14.1
Decommissioning and other exit costs 17.2 3.6 20.8
------------- --------------- ------------
$ 237.7 $ 16.0 $ 253.7
============= =============== ============
The severance and other benefit costs are associated with the termination of 1,474 employees, primarily
manufacturing and administrative personnel. Payments of $1.4 million related to severance and $1.1 million
related to other exit costs were made in the second quarter. The carrying value of fixed assets remaining for
sale in connection with these plans is insignificant.
In the second quarter of 2000, the company recorded an $83.4 million pretax charge ($55 million after tax,
minority interests and equity earnings impacts) for packaging business consolidation and investment exit
activities in North America and the PRC. The consolidation plan is complete and one plant and a portion of the
equipment remain for sale. 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.
During 1998, we acquired substantially all the assets and assumed certain liabilities of the North American
beverage can manufacturing business of Reynolds Metals Company and initiated certain business consolidation
activities, primarily related to the closure of two of our PRC plants. 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. One plant and certain equipment in North
America remain for sale. The business consolidation activities in the PRC resulted in a $56.2 million, largely
noncash, charge primarily for the write-down of fixed assets to net realizable value, goodwill and other assets.
The carrying value of fixed assets remaining for sale in connection with 2000 and 1998 actions was approximately
$12.2 million at July 1, 2001. At December 31, 2000, the remaining employee severance and other exit costs
associated with the business consolidation activities and acquisition were $11.3 million. In 2001, $2.9 million
of payments have been made, and $4.1 million of estimated liabilities associated with the acquisition no longer
required were reclassified as a reduction of goodwill. The remaining accrued employee severance and other exit
costs at July 1, 2001, were $4.3 million.
Subsequent changes to the estimated costs of the 2001, 2000 and 1998 business consolidation activities, as well
as any increases in actual costs associated with the 1998 acquisition, if any, will be included in current-period
earnings. Subsequent decreases in actual costs related to the 1998 acquisition, if any, will result in a
reduction of goodwill.
5. Inventories
($ in millions) July 1, 2001 December 31, 2000
---------------- ------------------
Raw materials and supplies $ 179.4 $ 214.9
Work in process and finished goods 387.2 412.6
---------------- ------------------
$ 566.6 $ 627.5
================ ==================
6. Property, Plant and Equipment
($ in millions) July 1, 2001 December 31, 2000
---------------- ------------------
Land $ 48.8 $ 52.1
Buildings 438.5 438.9
Machinery and equipment 1,363.3 1,410.2
---------------- ------------------
1,850.6 1,901.2
Accumulated depreciation (957.8) (897.5)
---------------- ------------------
$ 892.8 $ 1,003.7
================ ==================
Depreciation expense amounted to $69 million and $70.8 million for the six-month periods ended July 1, 2001, and
July 2, 2000, respectively.
7. Goodwill and Other Assets
($ in millions) July 1, 2001 December 31, 2000
---------------- ------------------
Goodwill (net of accumulated amortization of
$60.3 at July 1, 2001, and $54.5 at December 31, 2000) $ 347.6 $ 436.8
Investments in affiliates 64.5 81.2
Prepaid pension 71.0 67.1
Other 78.4 91.7
---------------- ------------------
$ 561.5 $ 676.8
================ ==================
Total amortization expense, including goodwill amortization, amounted to $8.1 million and $8.5 million for the
six-month periods ended July 1, 2001, and July 2, 2000, respectively, of which $5.8 million and $6.3 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 July 1, 2001,
approximately $518 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 July 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 $33.8 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 July 1, 2001, and July 2, 2000. Fees incurred in connection with
the sale of accounts receivable totaled $1.5 million and $3.3 million for the second quarter and first six months
of 2001, respectively, and $2.1 million and $4.1 million for the same periods in 2000, respectively.
9. Shareholders' Equity
Accumulated other comprehensive loss of $28.4 million at July 1, 2001, and $29.7 million at December 31, 2000,
includes the cumulative effect of foreign currency translation, additional minimum pension liability and
unrealized gains and losses on derivative instruments. Issued and outstanding shares of the Series B ESOP
Convertible Preferred Stock were 1,389,329 shares at July 1, 2001, and 1,453,864 shares at December 31, 2000.
The following table summarizes total comprehensive earnings for the second quarters and six-month periods of 2001
and 2000:
Three Months Ended Six Months Ended
------------------------------- -------------------------------
($ in millions) July 1, 2001 July 2, 2000 July 1, 2001 July 2, 2000
------------- -------------- ------------- -------------
Comprehensive Earnings
Net earnings (loss) $ (162.1) $ (15.4) $ (143.6) $ 4.6
Foreign currency translation adjustment 6.8 (1.7) 2.5 (3.0)
Effect of derivative instruments (1.0) - (1.0) -
Minimum pension liability (net of tax) 0.1 - (0.2) -
------------- -------------- ------------- -------------
Comprehensive earnings (loss) $ (156.2) $ (17.1) $ (142.3) $ 1.6
============= ============== ============= =============
The company adopted a deposit share program in March 2001 that by matching purchased shares with restricted shares
encourages certain senior management employees to invest in Ball stock. Participants have until March 2003 to
fulfill the requirements for the matching restricted share grants. 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 purchased shares are not sold or transferred prior to that time. There are a total of 254,500 shares
available for grant under this program, of which 90,073 have been granted as of July 1, 2001. The adoption of the
program had no significant impact on earnings or financial position during the first six months.
10. Earnings Per Share
The following table provides additional information on the computation of earnings per share amounts:
Three Months Ended Six Months Ended
------------------------------ ---------------------------
($ in millions, except per share amounts) July 1, 2001 July 2, 2000 July 1, 2001 July 2, 2000
--------------- -------------- ------------- -------------
Basic Earnings per Share
Net earnings (loss) $ (162.1) $ (15.4) $ (143.6) $ 4.6
Preferred dividends, net of tax (0.6) (0.7) (1.2) (1.3)
--------------- -------------- ------------- -------------
Earnings (loss) attributable to common
shareholders $ (162.7) $ (16.1) $ (144.8) $ 3.3
=============== ============== ============= =============
Weighted average common shares (000s) 27,496 29,444 27,413 29,577
=============== ============== ============= =============
Basic earnings (loss) per share $ (5.92) $ (0.55) $ (5.28) $ 0.11
=============== ============== ============= =============
Diluted Earnings per Share
Net earnings (loss) $ (162.1) $ (15.4) $ (143.6) $ 4.6
Adjustment for deemed ESOP cash contribution in
lieu of the ESOP Preferred dividend (0.4) (0.5) (0.9) (1.0)
--------------- -------------- ------------- -------------
Earnings (loss) attributable to common
shareholders $ (162.5) $ (15.9) $ (144.5) $ 3.6
=============== ============== ============= =============
Weighted average common shares (000s) 27,496 29,444 27,413 29,577
Effect of dilutive stock options 402 237 381 254
Common shares issuable upon conversion of the
ESOP Preferred stock 1,634 1,736 1,653 1,749
--------------- -------------- ------------- -------------
Weighted average shares applicable
to diluted earnings per share 29,532 31,417 29,447 31,580
=============== ============== ============= =============
Diluted earnings (loss) per share $ (5.92)(1) $ (0.55)(1) $ (5.28)(1) $ 0.11
=============== ============== ============= =============
(1) The diluted loss per share in the second quarter and first six months of 2001, as well as in the second
quarter of 2000, is the same as the net loss per common share because the assumed exercise of stock options
and conversion of the ESOP Preferred stock would have been antidilutive.
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.
RECENT DEVELOPMENTS
Although we have taken various actions in the PRC during the past several years, the industry and market
environment in which we operate in China have not improved satisfactorily. As a result, in the first quarter of
2001, we began an extensive review of options available to us in connection with our investment there. Based on
our review, we announced in June 2001 a plan to exit the general line metal can manufacturing business in the PRC
and to reduce our PRC aluminum beverage can manufacturing capacity there by closing two plants. One beverage can
plant and one general line plant were closed at the end of June, and we expect the remaining actions to be completed
in 2002. We recorded a $237.7 million pretax charge ($185 million after tax and minority interest impact) in
connection with these actions. Positive cash flow of $28 million, including tax benefits, is expected upon the
completion of the plan. We estimate an initial full-year annual improvement in after-tax earnings of approximately
$10 million as the plan is completed. Also in June 2001, we ceased operations in two commercial aerospace and
technologies segment developmental product lines and recorded a pretax charge of $16 million ($9.7 million after tax).
Additional information regarding these charges is available in Note 4 in the accompanying consolidated financial statements.
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 primarily in and serve North America (the U.S.
and Canada). Packaging segment sales in the second quarter and six months of 2001 were approximately 2 percent
lower than in 2000. Excluding the business consolidations charge, operating margins were lower by 20 percent for
the same periods as a result of higher energy costs, primarily in California, and operating losses in China.
North American metal beverage container sales, which represented approximately 68 percent of segment sales in the
second quarter and first six months of 2001, were 6 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
second quarter and first six months of 2001, increased approximately 16 percent over the same periods 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 2001, continue to increase and were
approximately 17 percent higher in the second quarter compared to 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 losses in 2001 compared to 2000. See the discussion
within "Recent Developments" for information regarding our China operations.
Aerospace and Technologies Segment
Sales in the aerospace and technologies segment were 20 percent higher for the second quarter and 15 percent
higher year-to-date, compared to the same periods in 2000. Excluding the charge to exit product lines discussed
above, the improvement in operating margins was primarily the result of the strong sales, which were driven by
growth in our U.S. government business. Backlog at the end of the first quarter of 2001 was approximately
$376 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 second quarter was $22.6 million compared to $23.8 million in 2000 and was
comparable on a year-to-date basis. Variances were attributable to lower interest rates and borrowings in 2001,
partially offset by lower capitalized interest due to the completion of significant qualifying plant projects.
The lower consolidated second quarter effective income tax rate reflects the impact of currently nondeductible
goodwill as well as currently unrealized capital losses included in the second quarter charge for business
consolidation costs in the PRC. Excluding the effect of the business consolidation costs for both 2001 and 2000,
Ball's lower consolidated effective income tax rate of 35 percent for the second quarter of 2001, as compared to
36.5 percent for the second quarter 2000, was primarily due to the favorable effects of implementing planning
strategies which have reduced overall state taxes and the effects of foreign operations. The implementation of
these strategies, begun in mid-2000, is reflected in the more comparable tax rates for the last two quarters of
2000. We expect our effective tax rate, excluding the effect of the business consolidation costs, to be
approximately 35 percent for the year.
The second quarter tax effects are illustrated in the following table:
Before Business
Consolidation Effect of Business
Costs Consolidation Costs Total
--------------- ------------------- --------------
Income tax provision (benefit) $ 17.2 $ (57.8) $ (40.6)
Pretax earnings (loss) 49.3 (253.7) (204.4)
Effective income tax rate 35.0% 22.8% 19.9%
Minority Interests and Results of Equity Affiliates
Minority interest results were lower primarily as a result of their share of business consolidation costs.
Minority interests' share of business consolidation costs was $1.2 million in the second quarter of 2001 compared
to $3 million in 2000.
Equity in the net results of affiliates is largely attributable to that from investments in the PRC, Thailand and
Brazil. Results were earnings of $1 million in the first six months of 2001, compared to a loss of $3.4 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
In June we announced a plan to exit the general line business in the PRC and reduce our aluminum can
manufacturing capacity there. We also announced our plan to dispose of two commercial aerospace and technologies
segment developmental product lines. In connection with these actions, we recorded an after-tax charge of
$195 million. See "Recent Developments" above for more information.
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.
Additional details about our business consolidation and acquisition-related activities undertaken from 1998 to
2001, 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 for the second quarter was $127.1 million, a significant improvement over the
$87.8 million generated during the same period in 2000. For the first six months of 2001, the usage of
$13.5 million also compared favorably to the usage of $40.2 million in 2000. The improvement in the second quarter
reflected planned inventory reductions. Capital spending of $37.2 million in the first six months of 2001 was
well below depreciation and amortization of $77.1 million. We expect capital spending to be less than
$100 million for the year.
Total debt increased to $1,194.3 million at July 1, 2001, compared to $1,137.3 million at December 31, 2000, the
result of the repurchase of our common shares, partially offset by the favorable effect of inventory reductions.
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 69.3 percent at
July 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 July 1, 2001,
approximately $518 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 $104 million at the end of the second quarter, of which $60.1 million was outstanding.
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 July 1, 2001, and July 2, 2000.
The company was not in default of any loan agreement at July 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 company's 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
company's 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 through December 2003.
Included in shareholders' equity at July 1, 2001, within other accumulated comprehensive loss, is approximately
$1 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 July 1, 2001, included pay-floating and pay-fixed interest rate swaps 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 July 1, 2001, includes
offsetting income and expense amounts. Approximately $1.2 million of expense 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 in our global
operations as a result of maintaining U.S. dollar debt and payables in these 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 company's 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 company's 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 company's 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 current period earnings.
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 July 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 company's 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 company's 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 company's 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 company's businesses and to satisfy the resulting credit
obligations and successful or unsuccessful acquisitions, joint ventures or divestitures. If the company's
assumptions and estimates are incorrect, or if it is unable to achieve its goals, then the company's actual
performance could vary materially from those goals expressed or implied in the forward-looking statements.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The company previously reported on April 24, 1992, that it was notified by the Muncie Race Track Steering
Committee that the company may have been a PRP with respect to the disposal of waste at the Muncie Race Track
Site located in Delaware County, Indiana. On February 15, 2001, General Motors Corporation, one of the PRPs at
the site, filed a lawsuit against Ball and several other companies seeking contribution from them for past,
present and future remedial costs at the site. On June 5, 2001, Ball and General Motors Corporation settled
their dispute and General Motors Corporation dismissed its lawsuit against Ball with prejudice. The company
believes that this matter is now concluded without any adverse material effect upon the liquidity, results of
operations or financial condition of the company.
The company previously reported that on January 27, 1999, Plastic Solutions of Texas, Inc. (PST) and
Kurt H. Ruppmann, Sr. (Ruppmann) filed a statement of claim with the American Arbitration Association alleging
the company breached a contract between the company, PST and Ruppmann relating to the grant of a license under
certain patents and technology owned by PST and Ruppmann relating to the use of cryogenics in the manufacture of
hot-fill PET bottles. The arbitrator issued an order favorable to Ball including monetary damages and specific
performance. This award was confirmed by the District Court of Dallas County, Texas, and a judgment was entered
on the company's behalf. The parties have negotiated a satisfactory payment schedule of this judgment. The
company believes that this matter is now 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 July 1, 2001.
Item 3. Defaults Upon Senior Securities
There were no events required to be reported under Item 3 for the quarter ended July 1, 2001.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting of Shareholders on April 25, 2001. Matters voted upon by proxy were (1) the
election of three directors for three-year terms expiring in 2004 and (2) the ratification of the appointment of
PricewaterhouseCoopers LLP as independent accountants for 2001. The results of the vote were as follows:
Against/ Abstained/
For Withheld Broker Non-Vote
-------------- -------------- -----------------
Election of directors for terms expiring
in 2004:
Frank A. Bracken 25,855,897 399,796 0
John F. Lehman 25,377,445 878,248 0
George A. Sissel 25,842,688 413,005 0
Appointment of PricewaterhouseCoopers
LLP as independent accountants for 2001 25,863,816 276,076 115,801
Item 5. Other Information
There were no events required to be reported under Item 5 for the quarter ended July 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
A Current Report on Form 8-K was filed on June 21, 2001, reporting under Item 5 an announcement by Ball
Corporation to exit the general line metal can manufacturing business in China and reduce its aluminum
beverage can manufacturing capacity there. Also included in the announcement was Ball Corporation's
intent to dispose of two commercial aerospace and technologies segment developmental product lines.
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: August 15, 2001
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
July 1, 2001
EXHIBIT INDEX
Description Exhibit
------------- -------------
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