10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on November 13, 1996
UNITED STATES OF AMERICA
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
September 29, 1996
Commission file number 1-7349
BALL CORPORATION
State of Indiana 35-0160610
345 South High Street, P.O. Box 2407
Muncie, IN 47307-0407
317/747-6100
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 October 27, 1996
Common Stock,
without par value 30,515,573 shares
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(Millions of dollars)
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS
(Millions of dollars)
See accompanying notes to unaudited condensed consolidated financial statements.
Ball Corporation and Subsidiaries
September 29, 1996
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General.
The accompanying condensed consolidated financial statements 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. However, the company believes that the financial
statements reflect all adjustments which 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
some seasonality in packaging operations. It is suggested that these unaudited
condensed consolidated financial statements and accompanying notes should be
read in conjunction with the consolidated financial statements and the notes
thereto included in the company's latest annual report.
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.
2. Reclassifications.
Certain prior year amounts have been reclassified to conform with the 1996
presentation.
3. Ball-Foster.
Effective October 1, 1996, the company sold its remaining 42 percent indirect
interest in Ball-Foster Glass Container Co., L.L.C. (Ball-Foster), a
manufacturer of glass containers, to a wholly owned subsidiary of Saint-Gobain
Corporation for approximately $190 million in cash. The company expects to
report a fourth quarter gain from the sale of this investment. The unaudited
financial results of the company's then significant equity affiliate,
Ball-Foster follow:
The year-to-date net loss reported by Ball-Foster includes a provision for costs
associated with the closure of two glass manufacturing facilities that were
previously owned by Ball and amortization of moulds previously capitalized by
the Foster-Forbes glass business. Ball's share of Ball-Foster's net loss was
more than offset by the after-tax benefits from the release of certain reserves
during the second quarter, provided by Ball in connection with the sale of the
glass business to Ball-Foster in 1995, and that Ball has since determined are no
longer required.
4. Subsequent Event.
On November 8,1996, the company announced that it has signed an agreement with
Lam Soon (Hong Kong) Limited to acquire Lam Soon's controlling interest in M.C.
Packaging (Hong Kong) Limited for approximately $73 million. The acquisition,
which will be made through the company's Hong Kong-based subsidiary, FTB
Packaging Limited, is expected to close by early in 1997, subject to receiving
certain approvals.
M.C. Packaging produces two-piece aluminum beverage cans as well as three-piece
steel beverage and general purpose cans and plastic packaging products. M.C.
Packaging has 14 manufacturing sites, one in Hong Kong and 13 through affiliates
in the People's Republic of China, with a 19 percent market share of beverage
cans in the PRC and a 50 percent beverage can market share in Hong Kong. Sales
in 1995 were $195 million. FTB currently operates seven plants in China,
primarily producing beverage cans and ends, with a 30 percent market share.
Along with the acquisition of the controlling interest in M.C. Packaging, a
general offer will be made to acquire outstanding public shares of M.C.
Packaging. If all public shares are tendered, Ball would ultimately expect to
own, directly and indirectly, approximately 74 percent of M.C. Packaging.
5. Shareholders' Equity.
Issued and outstanding shares of the Series B ESOP Convertible Preferred Stock
were 1,699,900 shares at September 29, 1996, and 1,786,852 shares at December
31, 1995.
6. Contingencies.
In the ordinary course of business, the company is subject to various risks and
uncertainties due, in part, to the highly competitive nature of the industries
in which the company participates, its operations in developing markets outside
the U.S., volatile costs of commodity materials used in the manufacture of its
products, and changing capital markets. Where possible and practicable, the
company attempts to minimize these risks and uncertainties.
From time to time, the company is subject to routine litigation incidental to
its business. Additionally, the U.S. Environmental Protection Agency has
designated the company as a potentially responsible party, along with numerous
other companies, for the cleanup of several hazardous waste sites. However, the
company's information at this time does not indicate that these matters will
have a material, adverse effect upon financial condition, results of operations,
capital expenditures or competitive position of the company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales and operating earnings for the third quarter of 1996 were
$622.2 million and $36.1 million, respectively, compared to $760.7 million and a
loss of $70.5 million for the third quarter of 1995, respectively. The 1995
third quarter loss includes a $113.3 million charge related to the sale of the
glass business to Ball-Foster, as more fully described below. Excluding the 1995
glass operating results and the impact of the sale of the glass business,
comparable 1996 third quarter operating earnings were marginally higher than
1995. For the first nine months of 1996, consolidated net sales and operating
earnings were $1.7 billion and $81.0 million, respectively, compared to $2.1
billion and $17.8 million, respectively, for the 1995 nine month period.
Excluding the 1995 operating results and net loss from businesses disposed,
comparable consolidated operating earnings for the year-to-date period of 1996
declined 19.1 percent from the same period of 1995. This decline in 1996
operating earnings was primarily attributable to lower earnings in the metal
beverage container business and continued startup losses within the company's
new PET plastic container business.
Consolidated interest expense was $10.5 million in the third quarter of 1996
compared to $10.2 million in the 1995 third quarter. Higher interest expense in
the 1996 third quarter reflects higher average debt levels partially offset by
lower rates on interest-sensitive borrowings. For the year-to-date periods,
interest expense was $30.3 million and $30.5 million for 1996 and 1995,
respectively. For the nine month periods, interest expense was lower in 1996, a
result of lower first quarter 1996 borrowings and lower rates on
interest-sensitive borrowings.
The U.S. Internal Revenue Service (IRS) concurred with the company's position on
certain tax matters in connection with a routine examination of its federal
income tax return. As a result, the company recognized in net income, through a
reduction of the provision for taxes on income, a refund from the IRS. Further,
as a result of recently enacted changes in the tax law related to company owned
life insurance, the company is required to exclude from deductible expenses a
portion of interest incurred in connection with this program, retroactive to
January 1, 1996. As a result, the provision for taxes on income was increased
during the third quarter. The net effect of these tax adjustments was an
increase in 1996 third quarter net income of $4.3 million, or 14 cents per
share.
Equity in earnings of affiliates was $1.2 million and $2.3 million for the third
quarters of 1996 and 1995, respectively. For the nine month periods, equity in
earnings of affiliates was $4.4 million and $3.2 million for 1996 and 1995,
respectively. Included in the 1996 third quarter and nine month results was the
effect of the company's 42 percent share of Ball-Foster's operating earnings of
$2.0 million and $2.7 million, after taxes, respectively. The nine month period
of 1996 reflects a second quarter operating loss reported by Ball-Foster
essentially offset by after-tax benefits from the release of certain reserves,
provided by Ball in connection with the sale of the glass business to
Ball-Foster in 1995, and that Ball has since determined are no longer required.
In addition, the company recorded its share of losses reported by EarthWatch
Inc., a development stage company. The impact of EarthWatch on the quarter and
year-to-date periods of 1996 was a loss of $0.6 million and a loss of $2.2
million, respectively. The losses in the comparable 1995 periods were not
significant. Internationally, consolidated third quarter operating earnings of
FTB Packaging Limited, the company's Hong Kong-based subsidiary, were marginally
ahead of the comparable 1995 period. Lower results from international equity
affiliates in the 1996 third quarter largely reflect pre-operating costs in
connection with expansion into Brazil and Thailand. For the nine months of 1996,
results from those affiliates exceeded that period in 1995, despite the
unfavorable impact from expansion activity. The company's new plants in Brazil
and Thailand are scheduled for startup in early 1997.
Net income and earnings per common share for the third quarter of 1996 were
$20.1 million and 64 cents per share, compared to a loss of $57.3 million and
$1.93 per share in the third quarter of 1995. For the nine months of 1996 and
1995, net income was $37.4 million, or $1.16 per share, and a net loss of $19.1
million, or 71 cents per share, respectively. Excluding the impact of the 1995
dispositions of businesses, comparable 1996 year-to-date net income declined
33.5 percent due primarily to lower operating results as discussed above.
Business Segments
Packaging
Packaging net sales for the third quarter and year-to-date periods of 1996 were
22.6 percent and 25.2 percent lower, respectively, than prior year's net sales.
Excluding the operating results of the glass container business in 1995,
comparable packaging net sales for the third quarter and nine month periods of
1996 exceeded 1995 amounts by 2.0 percent and 5.3 percent, respectively,
reflecting increased sales in the metal food container business and first year
sales from the company's new PET plastic container business, which were
partially offset by lower metal beverage container sales. Operating results for
the packaging segment, excluding the consolidated 1995 glass container results
recorded prior to the 1995 disposition and the impact of the sale of the glass
business, were 1.1 percent and 30.1 percent lower for the third quarter and
year-to-date period of 1996, respectively. The marginal decline in the 1996
third quarter reflects lower metal beverage container earnings and startup
losses of the PET plastic container business largely offset by improved 1996
metal food container operating earnings . The nine month period of 1996 reflects
lower results in the metal beverage container business, as well as the impact of
startup losses in the PET plastic container business and a $2.7 million pretax
charge for a reduction in packaging administrative staff, all of which was
partially offset by higher metal food container earnings .
Within the packaging segment, North American metal beverage container shipments
of cans and ends have increased by 4 percent and 7 percent for the third quarter
and nine month periods of 1996, respectively, compared to prior year. The impact
of increased shipping volume on net sales has been substantially offset by lower
selling prices, due to the effect of lower market prices for aluminum sheet and
competitive pricing. Lower operating earnings in the North American metal
beverage container business were a result of lower metal pricing and
manufacturing inefficiencies caused by the conversion of production capabilities
to smaller diameter ends and lower gauge aluminum. Sales of metal beverage
containers in China by the company's Hong Kong-based subsidiary increased for
the 1996 third quarter and year-to-date periods versus 1995, though year-to-date
operating earnings were lower due to metal cost increases and competitive
pricing.
Sales in the North American metal food container business increased in excess of
6 percent for the third quarter and nine month periods of 1996 compared to 1995,
with third quarter operating earnings that more than doubled those of the prior
year period. Operating earnings for the year-to-date period were approximately
80 percent higher compared to the prior year period. A 9 percent increase in
food container shipments for the year and improved manufacturing efficiencies
contributed to the improved results. Subsequent to the 1996 third quarter, the
company sold its aerosol can manufacturing business.
The effect of this disposition has not yet been quantified.
The company's PET plastic container facilities in Chino, California and
Baldwinsville, New York began shipping containers in the first quarter of 1996,
and a third plant in Reading, Pennsylvania became operational in June. A fourth
manufacturing plant in Ames, Iowa was announced in late May, with production
scheduled to begin in early 1997. On November 4, 1996, the company entered into
a definitive agreement to acquire certain assets of Brunswick Container, a
company which manufactures PET plastic bottles, for approximately $30 million.
Aerospace and Technologies
Net sales for the aerospace and technologies segment for the third quarter and
nine month periods of 1996 were 21.0 percent and 15.8 percent higher than the
prior year. Segment operating earnings for the third quarter of 1996 were 54.5
percent higher than the same quarter of 1995, and the 1996 nine month results
were marginally higher than those of the prior year, which included an $11.8
million gain on the sale of the Efratom business in March 1995 and a charge of
$8.0 million for additional costs related to the discontinuance of the imaging
products business. Excluding the effects of the Efratom and imaging products
businesses from 1995 results, sales and operating earnings for the nine month
period of 1996 were 20.6 percent and 21.7 percent higher, respectively, than the
nine month period of 1995. The increased sales and earnings are primarily
attributable to a significant, classified multi-year contract into which the
company entered in late 1995. Contract backlog was $373 million at September 29,
1996, compared to $420 million and $369 million at December 31, 1995 and October
1, 1995, respectively.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $3.3 million for the nine months
of 1996 compared to $38.1 million for the same period of 1995. The decrease in
cash provided by operations is primarily due to lower operating earnings from
packaging operations. Capital spending for the first nine months of 1996 of
$144.5 million was primarily for construction of the PET plastic container
facilities, the completion of lightweighting projects in North American beverage
packaging facilities, and construction of international metal packaging
facilities. Total capital spending for 1996 is anticipated to be under $200
million. In addition, the company provided $39.4 million for investments in and
advances to equity affiliates in the first nine months of 1996 largely in Brazil
and Thailand. The company's investment in Ball-Foster largely comprised the
$218.1 million reported as the change in cash attributable to investments in and
advances to equity affiliates in 1995.
Working capital (excluding cash and current debt) was $378.0 million at
September 29, 1996 compared to $245.1 million at December 31, 1995. The increase
of $132.9 million largely related to higher accounts receivable resulting from
the effect of normal seasonal working capital requirements primarily in the food
business. The working capital ratio (total current assets divided by total
current liabilities) was 1.14 at the 1996 third quarter end versus 1.19 at year
end 1995.
Total debt at September 29, 1996 was $720.6 million compared to $475.4 million
at December 31, 1995. The increase of $245.2 million was used to fund operations
including seasonal working capital requirements, capital spending and
investments in affiliates. Debt-to-total capitalization at the end of the 1996
third quarter increased to 53.6 percent from 44.7 percent at year end 1995,
reflecting the higher level of debt.
In January 1996, the company completed a private placement of long-term senior
notes totaling $150 million. At September 29, 1996, the company had committed
revolving credit facilities of $280 million with various banks consisting of a
$150 million, five-year facility and 364-day facilities amounting to $130
million. The company also had $356 million in uncommitted credit facilities from
various banks, of which $105 million was outstanding, and a Canadian dollar
commercial paper facility of approximately $88 million, of which $66 million was
outstanding. The company's Hong Kong-based metal packaging subsidiary had
uncommitted credit facilities of approximately $79 million of which $45 million
was outstanding. Under the company's receivable sale agreement, a net amount of
$66.5 million of domestic packaging trade receivables have been sold without
recourse at September 29, 1996, which are reflected as a reduction in accounts
receivable. Fees in connection with this program, included in general and
administrative expenses, were $2.7 million and $3.3 million for the nine month
periods of 1996 and 1995, respectively.
PART II. OTHER INFORMATION
Item 1. Legal proceedings
There were no events required to be reported under Item 1 for the quarter ending
September 29, 1996.
Item 2. Changes in securities
There were no events required to be reported under Item 2 for the quarter ending
September 29, 1996.
Item 3. Defaults upon senior securities
There were no events required to be reported under Item 3 for the quarter ending
September 29, 1996.
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 ending
September 29, 1996.
Item 5. Other information
On November 8,1996, the company announced that it has signed an agreement with
Lam Soon (Hong Kong) Limited to acquire Lam Soon's controlling interest in M.C.
Packaging (Hong Kong) Limited for approximately $73 million. The acquisition,
which will be made through the company's Hong Kong-based subsidiary, FTB
Packaging Limited, is expected to close by early in 1997, subject to receiving
certain approvals.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
10.1 Ball Corporation Long-Term Cash Incentive Plan dated October 25,
1994, as amended October 23, 1996.
11.1 Statement Re: Computation of Earnings per Share
27.1 Financial Data Schedule for the Nine Months Ending September 29,
1996
99.1 Cautionary statement for purposes of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995
99.2 Press release announcing an agreement dated November 8, 1996,
between Ball Corporation and Lam Soon (Hong Kong) Limited to
acquire Lam Soon's controlling interest in M.C. Packaging (Hong
Kong)Limited.
(b) Reports on Form 8-K
A Current Report on Form 8-K, dated July 16, 1996, identifying important
factors that could cause the company's actual results to differ materially
from those projected in forward-looking statements of the company made by,
or on behalf of the company, in connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, filed
July 16, 1996.
A Current Report on Form 8-K, dated October 16, 1996, announcing the
disposition of the company's 42 percent indirect interest in Ball-Foster
Glass Container Co., L.L.C. effective October 1, 1996.
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/ R. David Hoover
R. David Hoover
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: November 13, 1996
Ball Corporation and Subsidiaries
QUARTERLY REPORT ON FORM 10-Q
September 29, 1996
EXHIBIT INDEX