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Crown Holdings Reports Fourth Quarter 2013 Results

PHILADELPHIA, Feb. 3, 2014 /PRNewswire/ -- Crown Holdings, Inc. (NYSE: CCK) today announced its financial results for the fourth quarter ended December 31, 2013.

2013 Highlights

  • Full year income per diluted share $2.30, Before Certain Items $2.99
  • Q4 income per diluted share $0.36, Before Certain Items $0.48
  • Full year free cash flow of $641 million
  • Announced agreement to acquire Mivisa Envases, SAU
  • 6.9 million shares repurchased during the year
  • Commercialized three new beverage can plants in Southeast Asia
  • Global beverage can volumes increased 6% in the fourth quarter and 5% for the full year
  • Issued $1.0 billion of Senior Notes due 2023 at 4.5%
  • Refinanced and extended maturities of revolving credit and term loan facilities

Twelve Month Results

For the full year, net sales grew to $8,656 million over the $8,470 million in 2012, reflecting increased global beverage can volumes and $54 million from foreign currency translation, partially offset by the pass-through of lower raw material costs.

Gross profit for 2013 rose to $1,342 million over the $1,277 million in 2012.  The increase in gross profit primarily reflects increased beverage can sales, lower depreciation expense and $10 million of favorable foreign currency translation. 

Selling and administrative expense for 2013 was $425 million compared to $382 million for 2012.  The increase in 2013 included charges of $39 million ($31 million, net of tax, or $0.22 per diluted share) related to reserves provided against outstanding receivable balances due from a European food can customer and a North American food can customer and $4 million of foreign currency translation.

Segment income (a non-GAAP measure defined by the Company as gross profit less selling and administrative expense) in 2013 grew to $917 million over the $895 million in 2012, including $6 million of improvement due to foreign currency translation.  

Commenting on the year, John W. Conway, Chairman and Chief Executive Officer, stated, "We finished another successful year in 2013.  Sales were up over prior year, and we were very fortunate that global beverage can unit sales increased 5%.  Demand in our food can business was essentially flat year-on-year and our global aerosol business increased unit sales by 2%.  All of this contributed to year-on-year improvement in gross profit, segment income and net income after certain items.  We put special effort into generating substantial free cash and the results speak for themselves with free cash flow at an all-time record for our Company.

"Looking ahead to 2014, general business conditions in North America and Europe are expected to improve, positively affecting the Company's performance.  We also anticipate further global beverage can growth and solid contributions from the 2013 capacity expansions in Cambodia, China, Malaysia, Thailand and Vietnam, as well as the start-up of a new plant in Teresina, Brazil.  This, combined with a continuing focus on cost reduction and productivity improvement throughout the Company, will deliver increased value to our shareholders."

Interest expense for 2013 was $236 million compared to $226 million in 2012, primarily reflecting higher average debt outstanding.

Net income attributable to Crown Holdings for 2013 was $324 million compared to $559 million in 2012.  Income per diluted share for 2013 was $2.30 compared to $3.77 last year.  Net income per diluted share before certain items increased to $2.99 over the $2.81 in 2012.

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.

The Company generated free cash flow of $641 million and $345 million, in 2013 and 2012 respectively.  Free cash flow in 2013 benefited from working capital improvements and lower capital expenditures.  The Company repurchased $300 million of its common shares during the year.

During the fourth quarter of 2013, the Company announced that it had entered into an agreement to acquire Mivisa Envases, SAU, a leading Spanish manufacturer of two- and three-piece food cans and ends in a transaction valued at €1.2 billion.  The acquisition, which is subject to review by the European Commission and other competition authorities, is expected to close during 2014 and to be earnings accretive. 

Also during the fourth quarter, the Company successfully refinanced and extended the maturities of its revolving credit facilities to 2018 and term loan facilities to 2018 and 2019, including delayed draw term loan facilities in support of the pending acquisition of Mivisa Envases.

Fourth Quarter Results

Net sales in the fourth quarter grew to $2,071 million over the $2,037 million in the fourth quarter of 2012, primarily due to increased global beverage can volumes and $15 million from the impact of foreign currency translation, partially offset by decreased food can volumes.

Fourth quarter gross profit was $274 million compared to $281 million in the 2012 fourth quarter, as increased beverage can volumes and lower depreciation expense were offset by lower volumes and substantially reduced production activity across food can operations in North America and Europe.

Selling and administrative expense increased to $106 million in the fourth quarter over the $94 million in the prior year fourth quarter.  The current year expense included a charge of $10 million ($9 million, net of tax, or $0.07 per diluted share) to increase the reserve against a receivable balance due from a European food can customer, and costs of $3 million ($3 million, net of tax, or $0.02 per diluted share) related to the Company's agreement to acquire Mivisa Envases.

Segment income was $168 million in the fourth quarter compared to $187 million in the fourth quarter of 2012.

In the fourth quarter of 2013, the Company recorded a charge of $32 million ($21 million, net of tax) to increase its reserve for asbestos-related liabilities.  Cash payments for asbestos-related liabilities were $28 million in 2013.

Net income attributable to Crown Holdings in the fourth quarter was $49 million compared to $31 million in the fourth quarter last year.  Income per diluted share was $0.36 in the fourth quarter compared to $0.21 in the fourth quarter of 2012.  Net income per diluted share before certain items was $0.48 compared to $0.51 in the fourth quarter of 2012.

Non-GAAP Measures

Segment income and free cash flow are not defined terms under U.S. generally accepted accounting principles (non-GAAP measures).  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 can be used to evaluate 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, February 4, 2014 at 9:00 a.m. (EST) 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 (212) 519-0813 or toll-free (888) 994-8798 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 February 11.  The telephone numbers for the replay are (203) 369-1605 or toll free (866) 484-6431.

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 whether general business conditions in North America and Europe will improve and whether this will positively affect the Company's performance, whether there will be further global beverage can growth in 2014, the Company's ability to continue to increase beverage can sales in Cambodia, China, Malaysia, Thailand and Vietnam, and successfully implement cost reduction and productivity improvement throughout the Company, and whether the Mivisa acquisition will close in 2014 and be accretive to earnings 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, 2012 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, (215) 552-3720  
Edward 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

December 31,


Twelve Months Ended

December 31,


2013


2012


2013


2012

Net sales

$2,071


$2,037


$8,656


$8,470

Cost of products sold

1,761


1,709


7,180


7,013

Depreciation and amortization

36


47


134


180

Gross profit (1)

274


281


1,342


1,277

Selling and administrative expense

106


94


425


382

Provision for asbestos

32


35


32


35

Provision for restructuring

5


38


46


48

Asset impairments and sales

(10)


(24)


(12)


(48)

Income from operations

141


138


851


860

Interest expense

57


56


236


226

Loss from early extinguishment of debt

3




41



Interest income

(1)


(2)


(5)


(7)

Foreign exchange

3


3


3


(1)

Income before income taxes

79


81


576


642

Provision for/(benefit from) income taxes

2


11


148


(17)

Equity earnings

2


3




5

Net income

79


73


428


664

Net income attributable to noncontrolling interests

(30)


(42)


(104)


(105)

Net income attributable to Crown Holdings

$49


$31


$324


$559

Earnings per share attributable to Crown Holdings

    common shareholders:








     Basic    

$0.36


$0.22


$2.32


$3.83

     Diluted

$0.36


$0.21


$2.30


$3.77









 

Weighted average common shares outstanding:



      Basic

136,569,737

143,035,092


139,500,185

146,066,394

      Diluted

137,688,660

145,322,962


140,699,764

148,407,801

Actual common shares outstanding

138,207,889

143,136,473


138,207,889

143,136,473








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


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, Ltd. in the fourth quarter of 2012.


 

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 less selling and administrative expense. A reconciliation from gross profit to segment income for the three and twelve months ended December 31, 2013 and 2012 follows:







Three Months Ended

December 31,


Twelve Months Ended

December 31,


2013


2012


2013


2012

Gross profit                                        

$

274


$

281


$

1,342


$

1,277

Selling and administrative expense


106



94



425



382

Segment income

$

168


$

187


$

917


$

895

























 







Segment Information












Three Months Ended December 31,


Twelve Months Ended December 31,

Net Sales


2013


2012


2013


2012














Americas Beverage


$

572


$

573


$

2,289


$

2,274


North America Food



193



204



845



876


European Beverage



387



368



1,731



1,653


European Food



402



410



1,751



1,793


Asia Pacific



312



259



1,189



979


       Total reportable segments



1,866



1,814



7,805



7,575


Non-reportable segments



205



223



851



895


       Total net sales


$

2,071


$

2,037


$

8,656


$

8,470






























Segment Income




























Americas Beverage


$

83


$

82


$

327


$

311


North America Food



21



29



119



146


European Beverage



46



43



257



217


European Food



10



29



144



180


Asia Pacific



33



35



133



137


       Total reportable segments



193



218



980



991


Non-reportable segments



18



14



102



98


Corporate and other unallocated items



(43)



(45)



(165)



(194)


       Total segment income


$

168


$

187


$

917


$

895






























 


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

December 31,


Twelve Months Ended

December 31,


2013


2012


2013


2012

Net income attributable to Crown Holdings, as reported

$

49



$

31



$

324



$

559


Items, net of tax:
















     Provisions for restructuring and other (1)


22




39




55




23


     Loss from early extinguishment of debt (2)


2








30






     Income taxes (3)


(7)




4




11




(165)


Net income before the above items

$

66



$

74



$

420



$

417


Income per diluted common share as reported

$

0.36



$

0.21



$

2.30



$

3.77


Income per diluted common share before the above items

$

0.48



$

0.51



$

2.99



$

2.81


















Effective tax rate as reported


2.5%




13.6%




25.7%




(2.6%)


Effective tax rate before the above items


16.1%




21.5%




23.6%




25.0%



















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 provide useful information to evaluate the performance of the Company's ongoing business.

 

(1)

In the fourth quarter and full year of 2013, the Company recorded charges for restructuring and transaction costs of $8 million ($7 million, net of tax) and $49 million ($42 million, net of tax) primarily in connection with an initiative to reduce headcount across its European operations. In the fourth quarter and full year of 2012, the Company recorded restructuring charges of $38 million ($29 million, net of tax) and $48 million ($36 million, net of tax and noncontrolling interests) for various restructuring actions.




In the fourth quarter and full year of 2013, the Company recorded gains on asset sales of $10 million ($6 million, net of tax) and $12 million ($8 million, net of tax). In the fourth quarter and full year of 2012, the Company recorded gains on asset sales of $24 million ($13 million, net of tax and noncontrolling interests) and $48 million ($36 million, net of tax and noncontrolling interests).




In the fourth quarters of 2013 and 2012, the Company recorded charges of $32 million ($21 million, net of tax) and $35 million ($23 million, net of tax) to increase its reserve for asbestos-related liabilities.



(2)

In the first quarter of 2013, the Company recorded a charge of $38 million ($28 million, net of tax) for premiums paid and the write off of deferred financing fees in connection with the redemption of its outstanding $400 million senior secured notes due 2017 and repayment of $500 million of indebtedness under its senior secured term loan facilities. In the fourth quarter of 2013, the Company recorded a charge of $3 million ($2 million, net of tax) to write off deferred financing fees in connection with the refinancing of its senior secured credit facilities.



(3)

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 recently enacted reduction 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. In the fourth quarter of 2013, the Company reversed $7 million of the charge in Greece based on additional interpretive guidance published by local tax authorities during the quarter. In the third quarter of 2012, the Company recorded a net income tax benefit of $169 million primarily related to the recognition of U.S. foreign tax credits. In the fourth quarter of 2012, the Company recorded a tax charge of $4 million related to French tax law changes.



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, Ltd. in the fourth quarter of 2012.

 

Consolidated Balance Sheets (Condensed & Unaudited)

(in millions)

December 31,

2013


2012

Assets









Current assets









    Cash and cash equivalents


$

689



$

350


    Receivables, net



1,064




1,057


    Inventories



1,213




1,166


    Prepaid expenses and other current assets



214




177


           Total current assets



3,180




2,750











Goodwill



2,033




1,998


Property, plant and equipment, net



2,152




2,005


Other non-current assets



682




747


            Total


$

8,047



$

7,500











Liabilities and equity









Current liabilities









    Short-term debt


$

279



$

261


    Current maturities of long-term debt



94




115


    Accounts payable and accrued liabilities



2,547




2,146


            Total current liabilities



2,920




2,522











Long-term debt, excluding current maturities



3,469




3,289


Other non-current liabilities



1,352




1,560











Noncontrolling interests



285




289


Crown Holdings shareholders' equity/(deficit)



21




(160)


Total equity



306




129


            Total


$

8,047



$

7,500












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, Ltd. in the fourth quarter of 2012.

 

Consolidated Statements of Cash Flows (Condensed & Unaudited)

(in millions)

Twelve months ended December 31,


2013


2012











Cash flows from operating activities









     Net income


$

428



$

664



     Depreciation and amortization



134




180



     Provision for restructuring



46




48



     Asset impairments and sales



(12)




(48)



     Pension expense



75




98



     Pension contributions



(84)




(103)



     Stock-based compensation



21




18



     Changes in working capital



150




(98)



     Deferred tax and other



127




(138)













           Net cash provided by operating activities (A)



885




621













Cash flows from investing activities










     Capital expenditures



(275)




(324)



     Acquisition of businesses, net of cash acquired



(16)




(78)



     Insurance proceeds



8




48



     Proceeds from sale of assets



39




3



     Other



(2)




(11)













           Net cash used for investing activities



(246)




(362)













Cash flows from financing activities










     Net change in debt



79




72



     Purchase of noncontrolling interests



(16)




(4)



     Common stock repurchased



(300)




(257)



     Debt issuance costs



(32)







     Dividends paid to noncontrolling interests



(78)




(79)



     Other, net



41




14













          Net cash used for financing activities



(306)




(254)













Effect of exchange rate changes on cash and cash equivalents



6




3













Net change in cash and cash equivalents



339




8



Cash and cash equivalents at January 1



350




342













Cash and cash equivalents at December 31


$

689



$

350




 

(A) Free cash flow is defined by the Company as net cash provided by operating activities less 
      capital expenditures.
      A reconciliation from net cash provided by operating activities to free cash flow for the three and
      twelve months ended December 31, 2013 and 2012 follows:


Three Months Ended

December 31,


Twelve Months Ended

 December 31,


2013


2012


2013


2012

Net cash provided by operating activities


$1,009




$738




$885




$621



Premiums paid to retire debt early










23







Adjusted net cash provided by operating activities


1,009




738




908




621



Capital expenditures


(94)




(110)




(275)




(324)


Insurance proceeds from Thailand flooding






15




8




48



Free cash flow


$915




$643




$641




$345































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, Ltd. in the fourth quarter of 2012.

 

SOURCE Crown Holdings, Inc.

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