Crown Holdings Reports Third Quarter 2014 Results

Thursday, October 16, 2014

PHILADELPHIA, Oct. 16, 2014 /PRNewswire/ -- Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the third quarter ended September 30, 2014.

Third Quarter Highlights

  • Income per diluted share $1.76; before certain items $1.36 versus $1.04 in 2013
  • YTD income per diluted share $2.70; before certain items $2.94 compared to $2.50 in 2013
  • Entered into agreement to acquire Mexican beverage packaging company EMPAQUE from Heineken N.V.

Net sales in the third quarter grew to $2,594 million over the $2,389 million in the third quarter of 2013 primarily due to the impact of the Mivisa acquisition.

Segment income (a non-GAAP measure) rose to $328 million in the third quarter over the $281 million in the third quarter of 2013 primarily due to improvements in North America Food and Asia Pacific along with contributions from the Mivisa acquisition.

Commenting on the quarter, John W. Conway, Chairman and Chief Executive Officer, stated, "We are pleased with our performance during the third quarter as sales, segment income and income per share before certain items all increased significantly. The integration of the Mivisa acquisition is proceeding according to plan and European food can demand in the third quarter was strong. Demand for beverage cans was robust throughout our developing market portfolio and was particularly strong in Southeast Asia and Turkey.

"We are fortunate to have reached an agreement to acquire EMPAQUE, Mexico's leading producer of beverage cans. This acquisition will significantly enhance Crown's position in beverage packaging, both regionally and globally. In North America, we will become the second largest beverage can producer, supplying over 24 billion cans annually to a balanced portfolio of beer and soft drink customers. On a global basis, over 50% of our beverage can revenue will be in the faster growing developing regions. In addition, we will add to Crown the Western Hemisphere's largest bottle cap business and an excellent Mexican glass bottle business."

Interest expense in the third quarter was $64 million compared to $58 million in the third quarter of 2013 primarily due to higher average debt outstanding.

Net income attributable to Crown Holdings in the third quarter was $244 million compared to $101 million in the third quarter last year. Income per diluted share was $1.76 in the third quarter compared to $0.73 in the third quarter of 2013. Net income per diluted share before certain items increased to $1.36 over the $1.04 in the third quarter of 2013.

During the third quarter of 2014, the Company recorded an income tax benefit of $90 million in connection with the reversal of tax valuation allowances in France. Also in the third quarter, the Company issued €650 million of 4.0% senior notes due 2022 and recorded a charge of $34 million ($27 million net of tax) for premiums paid and the write off of deferred financing fees in connection with the redemption of its outstanding €500 million senior notes due 2018.

On August 31, 2014 the Company entered into a definitive agreement to acquire EMPAQUE, a leading Mexican manufacturer of aluminum cans and ends, bottle caps and glass bottles for the beverage industry, from Heineken N.V., in a cash transaction valued at $1.225 billion, subject to adjustment. The acquisition is subject to customary closing conditions, including competition authority approval. As previously announced, EMPAQUE is expected to contribute between $0.15 and $0.20 to Crown's earnings per share on an annual basis before synergies, but including estimated amortization and depreciation for purchase accounting adjustments.

A reconciliation from net income and income per diluted share to net income before certain items and income per diluted share before certain items is provided below.

Nine Month Results

Net sales for the first nine months of 2014 rose to $6,970 million over the $6,585 million in the first nine months of 2013, reflecting the impact of the Mivisa acquisition and increased global beverage can volumes.

Segment income in the first nine months of 2014 grew to $813 million from the $749 million in the first nine months of 2013 primarily due to increased beverage can volumes and contributions from the Mivisa acquisition.

Interest expense for the first nine months of 2014 was $188 million compared to $179 million in the same period of 2013, reflecting higher average debt outstanding.

Net income attributable to Crown Holdings for the first nine months of 2014 was $374 million compared to $275 million in the first nine months of 2013. Income per diluted share for the first nine months of 2014 grew to $2.70 compared to $1.94 in the same period last year. Net income per diluted share before certain items increased to $2.94 over the $2.50 in 2013.

Non-GAAP Measures

Segment income and free cash flow are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures). Segment income is defined by the Company as gross profit excluding the impact of fair value adjustments to inventory acquired in an acquisition and the timing impact of hedge ineffectiveness, less selling and administrative expense. Free cash flow is defined by the Company as net cash provided by operating activities less capital expenditures and certain other items. In addition, the information presented regarding net income before certain items and income per diluted share before certain items does not conform to U.S. GAAP and includes non-GAAP measures. Non-GAAP measures should not be considered in isolation or as a substitute for net income, income per diluted share or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to calculations of similarly titled measures by other companies.

The Company views segment income and free cash flow as the principal measures of performance of its operations and for the allocation of resources. Free cash flow has certain limitations, however, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. The amount of mandatory versus discretionary expenditures can vary significantly between periods. The Company believes that net income before certain items and income per diluted share before certain items are useful in evaluating the Company's operations. Segment income, free cash flow, net income before certain items and income per diluted share before certain items are derived from the Company's Consolidated Statements of Operations and Cash Flows, as applicable, and reconciliations to segment income, free cash flow, net income before certain items and income per diluted share before certain items can be found within this release.

Conference Call

The Company will hold a conference call tomorrow, October 17, 2014 at 9:00 a.m. (EDT) to discuss this news release. Forward-looking and other material information may be discussed on the conference call. The dial-in numbers for the conference call are (517) 308-9341 or toll-free (877) 918-2313 and the access password is "packaging." A live webcast of the call will be made available to the public on the internet at the Company's web site, www.crowncork.com. A replay of the conference call will be available for a one-week period ending at midnight on October 24. The telephone numbers for the replay are (203) 369-3269 or toll free (800) 391-9853.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, including the Company's ability to continue to grow sales, segment income and income per share before certain items, to successfully close the acquisition of EMPAQUE and the timing of required approvals, and to successfully integrate its acquisitions of Mivisa and EMPAQUE, the level of future customer demand for food cans in Europe and beverage cans in Southeast Asia, Turkey and other markets in which the Company and EMPAQUE participate, the Company's ability to generate sufficient income to realize tax benefits in France, the accuracy of estimated amortization and depreciation amounts in connection with the EMPAQUE acquisition, the earnings per share contribution from EMPAQUE, if any, in 2015 and thereafter, and any synergies that may be realized from the EMPAQUE acquisition that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of the Company to differ are discussed under the caption "Forward Looking Statements" in the Company's Form 10-K Annual Report for the year ended December 31, 2013 and in subsequent filings made prior to or after the date hereof. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Holdings, Inc., through its subsidiaries, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

For more information, contact:

Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341
Thomas T. Fischer, Vice President Investor Relations and Corporate Affairs, (215) 552-3720
Edward J. Bisno, Bisno Communications, (212) 717-7578

Unaudited Consolidated Statements of Operations, Balance Sheets, Statements of Cash Flows, Segment Information and Supplemental Data follow.

 

Consolidated Statements of Operations (Unaudited)

(in millions, except share and per share data)

   
         
 

Three Months Ended
September 30,

 

Nine Months Ended

September 30,

 

2014

   

2013

 

2014

 

2013

Net sales

$2,594

   

$2,389

 

$6,970

 

$6,585

Cost of products sold

2,119

   

1,961

 

5,740

 

5,419

Depreciation and amortization

53

   

34

 

135

 

98

Gross profit (1)

422

   

394

 

1,095

 

1,068

Selling and administrative expense

95

   

113

 

302

 

319

Restructuring and other

8

   

31

 

91

 

39

Foreign exchange

( 2)

   

( 2)

 

4

   

Interest expense

64

   

58

 

188

 

179

Interest income

( 2)

   

( 1)

 

( 5)

 

( 4)

Loss from early extinguishment of debt

34

       

34

 

38

Income before income taxes

225

   

195

 

481

 

497

Provision for income taxes

( 41)

   

67

 

42

 

146

Equity earnings

     

( 1)

     

( 2)

Net income

266

   

127

 

439

 

349

Net income attributable to noncontrolling interests

( 22)

   

( 26)

 

( 65)

 

( 74)

Net income attributable to Crown Holdings

$244

   

$101

 

$374

 

$275

                 

Earnings per share attributable to Crown Holdings

common shareholders:

               

Basic

$1.78

   

$0.73

 

$2.73

 

$1.96

                 

Diluted

$1.76

   

$0.73

 

$2.70

 

$1.94

                 
                 

Weighted average common shares outstanding:

               

Basic

137,378,646

   

137,821,990

 

137,148,914

 

140,484,130

Diluted

138,662,223

   

139,154,205

 

138,435,783

 

141,873,439

Actual common shares outstanding

138,907,411

   

138,047,748

 

138,907,411

 

138,047,748

               

(1) A reconciliation from gross profit to segment income is found on the following page.

 

Consolidated Supplemental Financial Data (Unaudited)
(in millions)

 

Reconciliation from Gross Profit to Segment Income

The Company views segment income, as defined below, as a principal measure of performance of its operations and for the allocation of resources. Segment income is defined by the Company as gross profit excluding the impact of fair value adjustments to inventory acquired in an acquisition and the timing impact of hedge ineffectiveness, less selling and administrative expense. A reconciliation from gross profit to segment income for the three and nine months ended September 30, 2014 and 2013 follows:

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 
 

2014

 

2013

 

2014

 

2013

 

Gross profit

$

422

 

$

394

 

$

1,095

 

$

1,068

 

Fair value adjustment to inventory (1)

 

4

         

19

       

Impact of hedge ineffectiveness (1)

 

(3)

         

1

       

Selling and administrative expense

 

(95)

   

(113)

   

(302)

   

(319)

 

Segment income

$

328

 

$

281

 

$

813

 

$

749

 
                     
                           
                           

(1) Included in cost of products sold.

 

 

 
   

Segment Information

 
   

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

Net Sales

 

2014

 

2013

 

2014

 

2013

 
                         

Americas Beverage

 

$

570

 

$

583

 

$

1,713

 

$

1,717

 

North America Food

   

236

   

249

   

628

   

652

 

European Beverage

   

474

   

481

   

1,358

   

1,344

 

European Food

   

787

   

543

   

1,715

   

1,349

 

Asia Pacific

   

310

   

300

   

924

   

877

 

Total reportable segments

   

2,377

   

2,156

   

6,338

   

5,939

 

Non-reportable segments

   

217

   

233

   

632

   

646

 

Total net sales

 

$

2,594

 

$

2,389

 

$

6,970

 

$

6,585

 
                           
                           

Segment Income

                         
                           

Americas Beverage

 

$

77

 

$

83

 

$

241

 

$

244

 

North America Food

   

40

   

26

   

107

   

98

 

European Beverage

   

81

   

82

   

223

   

211

 

European Food

   

107

   

63

   

196

   

134

 

Asia Pacific

   

38

   

32

   

108

   

100

 

Total reportable segments

   

343

   

286

   

875

   

787

 

Non-reportable segments

   

26

   

31

   

72

   

84

 

Corporate and other unallocated items

   

(41)

   

(36)

   

(134)

   

(122)

 

Total segment income

 

$

328

 

$

281

 

$

813

 

$

749

 
                           

 

 

Consolidated Supplemental Data (Unaudited)
(in millions, except per share data)

Reconciliation from Net Income and Income Per Diluted Common Share to Net Income before Certain Items and Income Per Diluted Common Share before Certain Items

The following table reconciles reported net income and diluted earnings per share attributable to the Company to net income before certain items and income per diluted common share before certain items, as used elsewhere in this release.

 

 

Three Months Ended

September 30,

 

Nine Months Ended
September 30,

 

2014

2013

 

2014

2013

                           

Net income attributable to Crown Holdings, as reported

$

244

 

$

101

   

$

374

 

$

275

 

Items, net of tax:

                         

Hedge ineffectiveness (1)

 

(2)

           

1

       

Fair value adjustment to inventory (2)

 

3

           

13

       

Restructuring and other (3)

 

6

   

26

     

82

   

33

 

Loss from early extinguishment of debt (4)

 

27

           

27

   

28

 

Incomes taxes (5)

 

(90)

   

18

     

(90)

   

18

 

Net income before the above items

$

188

 

$

145

   

$

407

 

$

354

 
                           
                           

Income per diluted common share as reported

$

1.76

 

$

0.73

   

$

2.70

 

$

1.94

 

Income per diluted common share before the above items

$

1.36

 

$

1.04

   

$

2.94

 

$

2.50

 
                           

Effective tax rate as reported

 

(18.2%)

   

34.4%

     

8.7%

   

29.4%

 

Effective tax rate before the above items

 

21.6%

   

23.9%

     

24.6%

   

25.1%

 
                           

Net income before certain items, income per diluted common share before certain items and the effective tax rate before certain items are non-GAAP measures and are not meant to be considered in isolation or as a substitute for net income, income per diluted common share and effective tax rates determined in accordance with U.S. GAAP. The Company believes these non-GAAP measures are useful in evaluating the performance of the Company's ongoing business.

(1) In the third quarter and first nine months of 2014, the Company recorded income of $3 million ($2 million net of tax) and a charge of $1 million ($1 million net of tax) in cost of products sold related to hedge ineffectiveness caused primarily by volatility in the metal premium component of aluminum prices. This ineffectiveness creates a timing issue whereby the Company is required to recognize a portion of its unrealized hedging gains or losses immediately in earnings rather than when the amounts are subsequently realized and passed through to customers in the form of adjusted selling prices.

(2) In the third quarter and first nine months of 2014, the Company recorded charges of $4 million ($3 million net of tax) and $19 million ($13 million net of tax) in cost of products sold for fair value adjustments related to the sale of inventory acquired in its acquisition of Mivisa.

(3) In the third quarter and first nine months of 2014, the Company recorded restructuring and other charges of $11 million ($9 million net of tax) and $38 million ($32 million net of tax) for the closure of a food plant, incremental costs incurred due to an ongoing labor dispute in the Company's Americas Beverage segment and other costs related to previously announced restructuring actions. In the third quarter and first nine months of 2013, the Company recorded restructuring and other charges of $33 million ($28 million net of tax) and $41 million ($35 million net of tax) for costs related to restructuring actions.

In the third quarter and first nine months of 2014, the Company recorded gains of $3 million ($3 million net of tax) and charges of $53 million ($50 million net of tax) primarily for asset sales and impairments related to the divestment of certain operations and transaction costs incurred in connection with its acquisition of Mivisa. In the third quarter of 2013, the Company recorded gains on asset sales of $2 million ($2 million net of tax).

(4) In the third quarter of 2014, the Company recorded a charge of $34 million ($27 million net of tax) for premiums paid and the write off of deferred financing fees in connection with the redemption of its outstanding €500 million senior notes due 2018. In the first quarter of 2013, the Company recorded a charge of $38 million ($28 million net of tax) in connection with the redemption of its outstanding $400 million senior notes.

(5) In the third quarter of 2014, the Company recorded an income tax benefit of $90 million in connection with the reversal of tax valuation allowances in France. In the third quarter of 2013, the Company recorded tax charges of $18 million to reduce the value of its deferred tax assets due to a change in U.K. corporate income tax rates, and to recognize the impact of a new tax law in Greece that eliminates a Company's ability to maintain tax free reserves.

 

 

Consolidated Balance Sheets (Condensed & Unaudited)

(in millions)

 

September 30,

2014

 

2013

 

Assets

                 

Current assets

                 

Cash and cash equivalents

 

$

380

   

$

236

   

Receivables, net

   

1,385

     

1,459

   

Inventories

   

1,473

     

1,331

   

Prepaid expenses and other current assets

   

370

     

218

   

Total current assets

   

3,608

     

3,244

   
                   

Goodwill and intangibles

   

3,067

     

2,010

   

Property, plant and equipment, net

   

2,447

     

2,097

   

Other non-current assets

   

695

     

691

   

Total

 

$

9,817

   

$

8,042

   
                   
                   

Liabilities and equity

                 

Current liabilities

                 

Short-term debt

 

$

157

   

$

363

   

Current maturities of long-term debt

   

90

     

172

   

Accounts payable and accrued liabilities

   

2,519

     

2,179

   

Total current liabilities

   

2,766

     

2,714

   
                   

Long-term debt, excluding current maturities

   

5,200

     

3,718

   

Other non-current liabilities

   

1,303

     

1,429

   
                   

Noncontrolling interests

   

278

     

285

   

Crown Holdings shareholders' equity/(deficit)

   

270

   

(

104)

   

Total equity

   

548

     

181

   

Total

 

$

9,817

   

$

8,042

   
                   
                   
                     

 

Note: In accordance with applicable accounting standards, prior year amounts have been revised to account for final purchase accounting adjustments from the acquisition of Superior Multi-Packaging in the fourth quarter of 2012.

 

 

 

 

Consolidated Statements of Cash Flows (Condensed & Unaudited)

(in millions)

 

Nine months ended September 30,

 

2014

 

2013

 
                 

Cash flows from operating activities

               

Net income

 

$

439

   

$

349

   

Depreciation and amortization

   

135

     

98

   

Restructuring and other

   

91

     

39

   

Pension expense

   

41

     

58

   

Pension contributions

 

(

63)

   

(

63)

   

Stock-based compensation

   

18

     

17

   

Working capital changes and other

 

(

652)

   

(

622)

   
                   

Net cash provided by/(used for) operating activities (A)

   

9

   

(

124)

   
                   

Cash flows from investing activities

                 

Capital expenditures

 

(

212)

   

(

181)

   

Purchase of business

 

(

733)

           

Insurance proceeds

           

8

   

Proceeds from sale of assets and divestitures

   

31

     

16

   

Other

   

2

   

(

21)

   
                   

Net cash used for investing activities

 

(

912)

   

(

178)

   
                   

Cash flows from financing activities

                 

Net change in debt

   

790

     

549

   

Purchase of noncontrolling interests

 

(

93)

           

Debt issue costs

 

(

41)

           

Dividends paid to noncontrolling interests

 

(

45)

   

(

65)

   

Common stock repurchased

 

(

2)

   

(

300)

   

Other, net

 

(

3)

     

3

   
                   

Net cash provided by financing activities

   

606

     

187

   
                   

Effect of exchange rate changes on cash and cash equivalents

 

(

12)

     

1

   
                   

Net change in cash and cash equivalents

 

(

309)

   

(

114)

   

Cash and cash equivalents at January 1

   

689

     

350

   
                   

Cash and cash equivalents at September 30

 

$

380

   

$

236

   
   
                   
                     

 

 

 


 

 

 

(A) Free cash flow is defined by the Company as net cash provided by/used for operating activities less capital expenditures and certain other items. A reconciliation from net cash provided by/used for operating activities to free cash flow for the three and nine months ended September 30, 2014 and 2013 follows:

 

 

Three Months Ended

September 30,

 

Nine Months Ended
September 30,

 

2014

 

2013

 

2014

 

2013

Net cash provided by/(used for) operating activities

$126

 

$127

 

$ 9

 

($124)

Premiums paid to retire debt early

28

     

28

 

23

Adjusted net cash provided by/(used for) operating activities

154

 

127

 

37

 

( 101)

Capital expenditures

( 63)

 

( 57)

 

( 212)

 

( 181)

Insurance proceeds from Thailand flooding

           

8

Free cash flow

$ 91

 

$ 70

 

($175)

 

($274)

               
               

 

 

SOURCE Crown Holdings, Inc.