SILGAN HOLDINGS INC 10-Q

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended. Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in our other filings with the Securities and Exchange Commission. As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements. General We are a leading manufacturer of sustainable rigid packaging solutions for consumer goods products. We currently produce steel and aluminum containers for human and pet food and general line products; metal and plastic closures and dispensing systems for food, beverage, health care, garden, home, personal care and beauty products; and custom designed plastic containers for personal care, food, health care, pharmaceutical, household and industrial chemical, pet food and care, agricultural, automotive and marine chemical products. We are a leading manufacturer of metal containers in North America and Europe, a leading worldwide manufacturer of metal and plastic closures and dispensing systems and a leading manufacturer of plastic containers in North America for a variety of markets, including the personal care, food, health care and household and industrial chemical markets. Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes. -21- RESULTS OF OPERATIONS The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented: Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Net sales Metal containers 50.8 % 52.7 % 50.1 % 51.1 % Closures 34.9 33.2 34.8 33.9 Plastic containers 14.3 14.1 15.1 15.0 Consolidated 100.0 100.0 100.0 100.0 Cost of goods sold 80.9 83.2 81.5 83.5 Gross profit 19.1 16.8 18.5 16.5 Selling, general and administrative expenses 8.5 7.3 8.6 7.4 Rationalization charges 0.2 3.6 0.2 2.2 Other pension and postretirement income (0.8) (0.4) (0.9) (0.4) Income before interest and income taxes 11.2 6.3 10.6 7.3 Interest and other debt expense 2.2 2.6 2.3 2.6 Income before income taxes 9.0 3.7 8.3 4.7 Provision for income taxes 2.3 0.9 2.1 1.0 Net income 6.7 % 2.8 % 6.2 % 3.7 % Summary unaudited results of operations for the periods presented are provided below. Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 (dollars in millions) Net sales Metal containers $ 597.2 $ 575.6 $ 1,105.7 $ 1,082.7 Closures 410.5 363.4 767.6 719.5 Plastic containers 168.8 154.2 333.5 318.1 Consolidated $ 1,176.5 $ 1,093.2 $ 2,206.8 $ 2,120.3 Segment income Metal containers (1) $ 71.8 $ 14.0 $ 119.3 $ 52.9 Closures (2) 58.6 46.9 103.8 87.1 Plastic containers (3) 23.0 13.4 45.0 25.5 Corporate (4) (22.2) (5.7) (34.7) (10.2) Consolidated $ 131.2 $ 68.6 $ 233.4 $ 155.3 (1) Includes rationalization charges of $1.2 million and $39.0 million for the three months ended June 30, 2020 and 2019, respectively, and $3.1 million and $39.3 million for the six months ended June 30, 2020 and 2019, respectively. (2) Includes rationalization charges of $0.7 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively, and $1.4 million and $5.9 million for the six months ended June 30, 2020 and 2019, respectively. Includes a charge of $3.5 million for the write-up of inventory for purchase accounting as a result of the acquisition of the Albéa Dispensing Business for each of the three and six months ended June 30, 2020. (3) Includes rationalization charges of $0.1 million for each of the three months ended June 30, 2020 and 2019 and $0.2 million for each of the six months ended June 30, 2020 and 2019. (4) Includes costs attributed to announced acquisitions of $16.1 million and $18.3 million for the three and six months ended June 30, 2020, respectively. -22- Three Months Ended June 30, 2020 Compared with Three Months Ended June 30, 2019 Overview . Consolidated net sales were $1.18 billion in the second quarter of 2020, a 7.6 percent increase as compared to the second quarter of 2019 primarily due to higher volumes across all businesses, including the impact from acquisitions, and a more favorable mix of products sold in the closures business, partially offset by the pass through of lower raw material costs, a less favorable mix of products sold in the metal and plastic container businesses and the impact of unfavorable foreign currency translation. Income before interest and income taxes for the second quarter of 2020 was $131.2 million, a $62.6 million increase as compared to the same period in 2019, primarily due to higher volumes and strong operating performance across all businesses, lower rationalization charges, higher pension income and a more favorable mix of products sold in the closures business, partially offset by acquisition related costs of $16.1 million, a less favorable mix of products sold in the metal container business, the negative impact of a charge for the purchase accounting write-up of acquired inventory of the Albéa Dispensing Business and the unfavorable impact of a charge for a non-commercial legal dispute relating to prior periods in the plastic container business. Results for the second quarters of 2020 and 2019 included rationalization charges of $2.0 million and $39.3 million, respectively. Results for the second quarters of 2020 and 2019 also included other pension and postretirement income of $9.7 million and $4.5 million, respectively. Results for the second quarter of 2020 also included costs attributed to announced acquisitions of $16.1 million. Net income for the second quarter of 2020 was $78.2 million as compared to $31.0 million for the same period in 2019. Net income per diluted share for the second quarter of 2020 was $0.70 as compared to $0.28 for the same period in 2019. Net Sales . The $83.3 million increase in consolidated net sales in the second quarter of 2020 as compared to the second quarter of 2019 was the result of higher net sales across all the businesses. Net sales for the metal container business increased $21.6 million, or 3.8 percent, in the second quarter of 2020 as compared to the same period in 2019. This increase was primarily the result of higher unit volumes of approximately fifteen percent, partially offset by the pass through of lower raw material costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $2.0 million. The increase in unit volumes was primarily due to continued higher demand for products consumed in the home, partially offset by the volume benefit in the prior year from a certain customer that increased purchases following a destocking of inventory in previous periods. Net sales for the closures business increased $47.1 million, or 13 percent, in the second quarter of 2020 as compared to the same period in 2019. This increase was primarily the result of higher unit volumes of approximately three percent and a more favorable mix of products sold, partially offset by the impact of unfavorable foreign currency translation of approximately $7.0 million and the pass through of lower raw material costs. The increase in unit volumes was principally the result of strong volumes for certain consumer health, hygiene, personal care and food products as well as the inclusion of the recent acquisitions of Cobra Plastics and the Albéa Dispensing Business. These volume gains were partially offset by weak demand for certain beauty and beverage products. Net sales for the plastic container business increased $14.6 million, or 9.5 percent, in the second quarter of 2020 as compared to the same period in 2019. This increase was principally due to higher volumes of approximately fourteen percent, partially offset by a less favorable mix of products sold, the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $1.0 million. The increase in volumes was due primarily to continued higher demand for certain food and consumer health and hygiene products. Gross Profit . Gross profit margin increased 2.3 percentage points to 19.1 percent in the second quarter of 2020 as compared to the same period in 2019 for the reasons discussed below in "Income before Interest and Income Taxes." Selling, General and Administrative Expenses . Selling, general and administrative expenses as a percentage of consolidated net sales increased to 8.5 percent in the second quarter of 2020 as compared to 7.3 percent in the same period in 2019. Selling, general and administrative expenses increased $20.5 million to $100.6 million for the second quarter of 2020 as compared to $80.1 million for the same period in 2019. The increase in selling, general and administrative expenses was principally due to costs attributed to announced acquisitions of $16.1 million, the inclusion of the selling, general and administrative expenses from Cobra Plastics and the Albéa Dispensing Business which were acquired in 2020 and a charge of $2.8 million for a non-commercial legal dispute relating to prior periods. Income before Interest and Income Taxes . Income before interest and income taxes for the second quarter of 2020 increased by $62.6 million as compared to the second quarter of 2019, and margins increased to 11.2 percent from 6.3 percent over the same periods. The increase in income before interest and income taxes was primarily the result of higher income in each of the -23- businesses and lower rationalization charges, partially offset by higher selling, general and administrative expenses. Rationalization charges were $2.0 million and $39.3 million in the second quarters of 2020 and 2019, respectively. Segment income of the metal container business for the second quarter of 2020 increased $57.8 million as compared to the same period in 2019, and segment income margin increased to 12.0 percent from 2.4 percent over the same periods. The increase in segment income was due primarily to lower rationalization charges, higher unit volumes and higher pension income, partially offset by a less favorable mix of products sold. Rationalization charges were $1.2 million and $39.0 million in the second quarters of 2020 and 2019, respectively. Segment income of the closures business for the second quarter of 2020 increased $11.7 million as compared to the same period in 2019, and segment income margin increased to 14.3 percent from 12.9 percent over the same periods. The increase in segment income was primarily due to higher unit volumes, a more favorable mix of products sold and higher pension income, partially offset by the negative impact of a $3.5 million charge for the purchase accounting write-up of inventory of the Albéa Dispensing Business. Segment income of the plastic container business for the second quarter of 2020 increased $9.6 million as compared to the same period in 2019, and segment income margin increased to 13.6 percent from 8.7 percent over the same periods. The increase in segment income was primarily attributable to higher volumes, lower manufacturing costs including for raw materials and higher pension income, partially offset by the unfavorable impact of a $2.8 million charge for a non-commercial legal dispute relating to prior periods. Interest and Other Debt Expense. Interest and other debt expense for the second quarter of 2020 decreased $2.6 million to $25.8 million as compared to $28.4 million in the same period in 2019. This decrease was due to lower weighted average interest rates, partially offset by higher average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business and additional revolving loan borrowings in the current year quarter principally to hold cash and cash equivalents to ensure liquidity against potential credit market disruptions as a result of the COVID-19 pandemic. We repaid such additional revolving loan borrowings in June 2020. Weighted average interest rates were lower during the current quarter due to lower variable market rates and the redemption of all outstanding 5½% Senior Notes due 2022 in the third quarter of 2019. Provision for Income Taxes. The effective tax rates were 25.8 percent and 23.0 percent for the second quarters of 2020 and 2019, respectively. The effective tax rate in the second quarter of 2020 was unfavorably impacted by certain nondeductible expenses principally related to costs incurred for the acquisition of the Albéa Dispensing Business. The effective tax rate in the second quarter of 2019 was favorably impacted by the resolution of a prior year tax audit. Six Months Ended June 30, 2020 Compared with Six Months Ended June, 2019 Overview . Consolidated net sales were $2.21 billion in the first six months of 2020, a 4.1 percent increase as compared to the first six months of 2019 primarily as a result of higher volumes in each of our businesses, including the impact from acquisitions, and a more favorable mix of products sold in the closures business, partially offset by the pass through of lower raw material costs across all businesses, a less favorable mix of products sold in the metal and plastic container businesses and the impact of unfavorable foreign currency translation. Income before interest and income taxes for the first six months of 2020 increased by $78.1 million as compared to the same period in 2019 primarily due to higher volumes and strong operating performance in each of the businesses, lower rationalization charges, higher pension income and a more favorable mix of products sold in the closures business. These increases were partially offset by higher selling, general and administrative expenses, a less favorable mix of products sold in the metal container business, the negative impact from the purchase accounting write-up of acquired inventory of the Albéa Dispensing Business and the unfavorable impact of a charge in the plastic container business for a non-commercial legal dispute relating to prior periods. Results for the first six months of 2020 and 2019 included rationalization charges of $4.7 million and $45.4 million, respectively. Results for the first six months of 2020 also included costs attributed to acquisitions of $18.3 million and a loss on early extinguishment of debt of $1.5 million. Results for the first six months of 2020 and 2019 also included other pension and postretirement income of $19.4 million and $9.0 million, respectively. Net income for the first six months of 2020 was $135.8 million as compared to $77.7 million for the same period in 2019. Net income per diluted share for the first six months of 2020 was $1.22 as compared to $0.70 for the same period in 2019. Net Sales . The $86.5 million increase in consolidated net sales in the first six months of 2020 as compared to the first six months of 2019 was the result of higher net sales across all businesses. -24- Net sales for the metal container business increased $23.0 million, or 2.1 percent, in the first six months of 2020 as compared to the same period in 2019. This increase was primarily the result of higher unit volumes of approximately eleven percent, partially offset by the pass through of lower raw material and other manufacturing costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $4.0 million. The increase in unit volumes was primarily the result of continued higher demand for products consumed in the home and lower volumes in the first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019, partially offset by the volume benefit in the prior year from a certain customer that increased purchases following a destocking of inventory in previous periods. Net sales for the closures business increased $48.1 million, or 6.7 percent, in the first six months of 2020 as compared to the same period in 2019. This increase was primarily the result of higher unit volumes of approximately four percent and a more favorable mix of products sold, partially offset by the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $12.0 million. The increase in unit volumes was principally the result of strong volumes for certain consumer health, hygiene, personal care and food products, the inclusion of the recent acquisitions of Cobra Plastics and the Albéa Dispensing Business and lower volumes in the first quarter of 2019 as a result of the 2018 pre-buy of products by customers in anticipation of significant metal inflation in 2019. These volume gains were partially offset by weak demand for certain beauty and beverage products. Net sales for the plastic container business increased $15.4 million, or 4.8 percent, in the first six months of 2020 as compared to the same period in 2019. This increase was primarily due to higher volumes of approximately ten percent, partially offset by the pass through of lower raw material costs, a less favorable mix of products sold and the impact of unfavorable foreign currency translation of approximately $1.0 million. The increase in volumes was due primarily to continued higher demand for certain food and consumer health and hygiene products. Gross Profit . Gross profit margin increased 2.0 percentage points to 18.5 percent in the first six months of 2020 as compared to the same period in 2019 for the reasons discussed below in "Income before Interest and Income Taxes". Selling, General and Administrative Expenses . Selling, general and administrative expenses as a percentage of consolidated net sales increased to 8.6 percent for the first six months of 2020 as compared to 7.4 percent in the same period in 2019. Selling, general and administrative expenses increased $32.7 million to $190.5 million for the first six months of 2020 as compared to $157.8 million for the same period in 2019. The increase in selling, general and administrative expenses was principally the result of costs attributed to announced acquisitions of $18.3 million, the inclusion of selling, general and administrative expenses from Cobra Plastics and the Albéa Dispensing Business which were acquired in 2020, one-time plant employee incentive payments in the first quarter of 2020 and a charge of $2.8 million for a non-commercial legal dispute relating to prior periods. Income before Interest and Income Taxes . Income before interest and income taxes for the first six months of 2020 increased by $78.1 million as compared to the first six months of 2019, and margins increased to 10.6 percent from 7.3 percent over the same periods. The increase in income before interest and income taxes was primarily due to higher income in each of the businesses, partially offset by higher selling, general and administrative expenses. Rationalization charges were $4.7 million and $45.4 million for the first six months of 2020 and 2019, respectively. Segment income of the metal container business for the first six months of 2020 increased $66.4 million as compared to the same period in 2019, and segment income margin increased to 10.8 percent from 4.9 percent over the same periods. The increase in segment income was primarily attributable to lower rationalization charges, higher unit volumes and higher pension income, partially offset by a less favorable mix of products sold. Rationalization charges were $3.1 million and $39.3 million in the first six months of 2020 and 2019, respectively. Segment income of the closures business for the first six months of 2020 increased $16.7 million, as compared to the same period in 2019, and segment income margin increased to 13.5 percent from 12.1 percent over the same periods. The increase in segment income was primarily due to higher unit volumes, a more favorable mix of products sold, higher pension income and lower rationalization charges, partially offset by the negative impact from the purchase accounting write-up of inventory of the Albéa Dispensing Business. Segment income of the plastic container business for the first six months of 2020 increased $19.5 million as compared to the same period in 2019, and segment income margin increased to 13.5 percent from 8.0 percent over the same periods. The increase in segment income was primarily attributable to higher volumes, lower manufacturing costs including for raw materials and higher pension income, partially offset by the unfavorable impact of a charge for a non-commercial legal dispute relating to prior periods. -25- Interest and Other Debt Expense. Interest and other debt expense before loss on early extinguishment of debt for the first six months of 2020 decreased $6.2 million to $49.3 million as compared to $55.5 million in the same period in 2019 primarily due to lower weighted average interest rates, partially offset by higher average outstanding borrowings primarily related to the acquisition of the Albéa Dispensing Business and additional revolving loan borrowings in the current year period principally to hold cash and cash equivalents to ensure liquidity against potential credit market disruptions as a result of the COVID-19 pandemic. We repaid such additional revolving loan borrowings in June 2020. Weighted average interest rates were lower during the first six months of 2020 due to lower variable market rates and the redemption of all outstanding 5½% Senior Notes due 2022 in the third quarter of 2019. In the first quarter of 2020, we recognized a loss on early extinguishment of debt of $1.5 million in conjunction with the prepayment of U.S. term loans under the Credit Agreement. Provision for Income Taxes. The effective tax rates were 25.6 percent and 22.2 percent for the first six months of 2020 and 2019, respectively. The effective tax rate for the first six months of 2020 was unfavorably impacted by certain nondeductible expenses principally related to costs incurred for the acquisition of the Albéa Dispensing Business. The effective tax rate for the first six months of 2019 was favorably impacted by the timing of certain tax deductions and the resolution of a prior year tax audit. CAPITAL RESOURCES AND LIQUIDITY Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses. On February 26, 2020, we issued (i) an additional $200 million aggregate principal amount of the 4⅛% Notes at 99.5 percent of their principal amount, plus accrued and unpaid interest from November 12, 2019, and €500 million aggregate principal amount of the 2¼% Notes at 100 percent of their principal amount. We used the net proceeds from these issuances and revolving loan borrowings under the Credit Agreement to prepay all of our outstanding U.S. term loans under the Credit Agreement. As a result of this prepayment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.5 million during the first quarter of 2020 for the write-off of unamortized debt issuance costs. On April 17, 2020, we and certain of our subsidiaries entered into the Incremental Term Loan Commitment Agreement pursuant to the Credit Agreement, which provided for the lenders thereunder to lend to us, on a delayed draw basis, $900 million of Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we borrowed the Incremental U.S. Term Loans to fund the purchase price for the acquisition of the Albéa Dispensing Business. On June 1, 2020, we acquired the Albéa Dispensing Business. This business operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. We funded the purchase price for this acquisition with the Incremental U.S. Term Loans and revolving loan borrowings under the Credit Agreement. You should also read Notes 3 and 8 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2020 included elsewhere in this Quarterly Report. For the six months ended June 30, 2020, we used net proceeds from the issuance of the 2¼% Notes and the additional 4⅛% Notes and the Incremental U.S. Term Loans of $1,639.7 million, net borrowings of revolving loans of $356.4 million and cash and cash equivalents of $10.0 million (excluding the negative effect of exchange rate changes of $2.7 million) to fund the purchases of the Albéa Dispensing Business and Cobra Plastics for $941.1 million, repayments of long-term debt of $766.2 million, net capital expenditures and other investing activities of $105.5 million, decreases in outstanding checks of $79.0 million, cash used in operations of $63.8 million, dividends paid on our common stock of $27.1 million, repurchases of our common stock of $13.1 million and debt issuance costs of $10.3 million. For the six months ended June 30, 2019, we used net borrowings of revolving loans of $416.0 million to fund cash used in operations of $129.1 million, decreases in outstanding checks of $83.7 million, net capital expenditures and other investing activities of $115.6 million, dividends paid on our common stock of $26.4 million, repayments of long-term debt of $8.2 million and repurchases of our common stock of $15.2 million and to increase cash and cash equivalents (including the positive effect of exchange rate changes of $0.7 million) by $38.5 million. -26- At June 30, 2020, we had $354.0 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at June 30, 2020 was $819.3 million and Cdn $15.0 million. Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $350 million. We fund seasonal working capital requirements through revolving loans under the Credit Agreement, other foreign bank loans and cash on hand. We may use the available portion of revolving loans under the Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, capital expenditures, dividends, stock repurchases and to refinance or repurchase other debt. We believe that cash generated from operations and funds from borrowings available under the Credit Agreement and other foreign bank loans will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition. We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2020 with all of these covenants. Rationalization Charges We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $3.6 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States Pension Plan announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $1.9 million and $3.4 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020. You should also read Note 4 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2020 included elsewhere in this Quarterly Report. -27-