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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-5485
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VISKASE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2677354
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6855 W. 65th Street, Chicago, Illinois 60638
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 496-4200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. - X
As of March 30, 2001 the aggregate market value of the voting stock held
by non-affiliates of the registrant was $13,051,596.
As of March 30, 2001, there were 15,298,764 shares outstanding of the
registrant's Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III is incorporated by reference from
the registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the
fiscal year covered by this report.
VISKASE COMPANIES, INC.
Form 10-K Annual Report - 2000
Table of Contents
PART I Page
Item 1. Business 1
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters 9
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 7a. Quantitative and Qualitative Disclosures
about Market Risk 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 17
PART III
Item 10. Directors and Executive Officers of the Registrant 18
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners
and Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 19
PART I
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ITEM 1. BUSINESS
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(a) General development of business:
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General
Viskase Companies, Inc. (formerly Envirodyne Industries, Inc.) is a Delaware
corporation organized in 1970. As used herein, the "Company" means Viskase
Companies, Inc. and its subsidiaries. The Company, through Viskase
Corporation (Viskase), operates in the casing product segment of the food
industry. Viskase is a major producer of cellulosic and plastic casings used
in preparing and packaging processed meat products. The market positions of
the Company's subsidiaries set forth in this Form 10-K represent management's
belief based upon internally generated information. No independent marketing
information has been used to confirm the stated market positions.
In recent years, the Company has sold certain of its operations in order to
reduce indebtedness and increase its operational focus. As a result of these
efforts, the Company sold its wholly owned subsidiary Sandusky Plastics, Inc.
(Sandusky) in June 1998 and its wholly owned subsidiary Clear Shield
National, Inc. (Clear Shield) in July 1998. In August 2000, the Company sold
its plastic barrier and non-barrier shrink film business (Films Business).
These divestitures have left the cellulosic and plastics casings business as
the Company's primary operating activity. In addition, during this period
the Company has announced a series of restructuring measures to reduce the
fixed cost structure of its remaining business.
In order to refocus on the Company's business activity, and to address
competitive price pressures and increases in various production costs in the
Company's business, the Company has announced a restructuring plan designed
to reduce its fixed cost structure.
(b) Financial information about industry segments:
---------------------------------------------
Reference is made to Part IV, Item 14, Note 23 of Notes to Consolidated
Financial Statements.
(c) Description of business
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General
Viskase invented the basic process for producing casings from regenerated
cellulose for commercial production in 1925. Management believes that Viskase
has been a leading worldwide producer of cellulosic casings since that time.
CASINGS
Cellulosic Casings
Cellulosic casings are used in the production of processed meat and poultry
products, such as hot dogs, salami and bologna. To manufacture these
products, meat is stuffed into a casing, which is then cooked and smoked. The
casings, which are non-edible, serve to hold the shape of the product during
these processes. For certain products, such as hot dogs, the casings are
removed and discarded prior to retail sale. Casings made of regenerated
cellulose were developed by Viskase to replace casings made of animal
intestines. Cellulosic casings generally afford greater uniformity, lower
cost and greater reliability of supply and also provide producers with the
ability to cook and smoke products in the casing. Cellulosic casings are
required for the high speed production of many processed meats.
The production of regenerated cellulose casings generally involves four
principal steps: (i) production of a viscose slurry from wood pulp, (ii)
regeneration of cellulosic fibers, (iii) extrusion of a continuous tube
during the regeneration process, and (iv) "shirring" of the final product.
Shirring is a finishing process that involves pleating and compressing the
casing in tubular form for subsequent use in high-speed stuffing machines.
The production of regenerated cellulose casings involves a complex and
continuous series of chemical and manufacturing processes, and Viskase
believes that its facilities and expertise in the manufacture of extruded
cellulose are important factors in maintaining its product quality and
operating efficiencies.
Viskase's product line includes NOJAX cellulosic casings for small-
diameter processed meat products, such as hot dogs, Precision and
Zephyr for large diameter processed meats and ham products, fibrous or
large-diameter casings, which are paper-reinforced cellulosic casings, used
in the production of large-diameter sausages, salami, hams and other
processed meat products, and plastic casings used for water-cooked processed
meat applications.
International Operations
Viskase has four manufacturing finishing facilities located outside the
continental United States, in Beauvais, France; Thaon, France; Guarulhos,
Brazil and Caronno, Italy.
The aggregate of domestic exports and net sales of foreign operations
represents approximately 52% of Viskase's total net sales.
International sales and operations may be subject to various risks including,
but not limited to, possible unfavorable exchange rate fluctuations,
political instability, governmental regulations (including import and export
controls), restrictions on currency repatriation, embargoes, labor relations
laws and the possibility of governmental expropriation. Viskase's foreign
operations generally are subject to taxes on the repatriation of funds.
International operations in certain parts of the world may be subject to
international balance of payments difficulties that may raise the possibility
of delay or loss in the collection of accounts receivable from sales to
customers in those countries. Viskase believes its allowance for doubtful
accounts makes adequate provision for the collectibility of receivables.
Management believes that growth potential exists for many of Viskase's
products outside the United States and that Viskase is well positioned to
participate in these markets. While overall consumption of processed meat
products in North America and Western Europe is stable, there is a potential
for market growth in Eastern Europe, Latin America and Southeast Asia.
Sales and Distribution
Viskase has a broad base of customers, with no single customer accounting for
more than 9% of sales. Viskase sells its products in virtually every country
in the world. In the United States, Viskase has a staff of technical sales
teams responsible for sales to processed meat and poultry producers.
Approximately 70 distributors market Viskase products to customers in Europe,
Africa, the Middle East, Asia, and Latin America. Its products are marketed
through its own subsidiaries in France, Germany, Italy, Poland, Brazil, and
Canada. As of December 31, 2000 and 1999, Viskase had backlog orders of $26
million and $20 million, respectively.
Viskase maintains nine service and distribution centers worldwide. The
service centers perform limited product finishing and provide sales, customer
service, warehousing and distribution. Distribution centers provide only
warehousing and distribution.
In North America, Viskase operates distribution centers in Atlanta, Georgia;
Bensalem, Pennsylvania; Fresno, California; Remington, Indiana; and Toronto,
Ontario, Canada. Viskase operates a service center in Guarulhos, Brazil, and
in Europe, Viskase operates a service center in Caronno, Italy and
distribution centers in Pulheim, Germany and Warsaw, Poland.
Competition
Viskase is one of the world's leading producers of cellulosic casings.
Viskase seeks to maintain a competitive advantage by manufacturing products
having outstanding quality and superior performance characteristics over
competitive products, by responding quickly to customer product requirements,
by providing technical support services to its customers for production and
formulation opportunities and by producing niche products to fill individual
customer requirements. During the previous five years, Viskase has
experienced reduced market share and reduced profits due to intense price
competition.
Viskase's principal competitors in cellulosic casings are Devro PLC, located
in Scotland with plants in the United States and Belgium; Viscofan, S.A.,
located in Spain, Germany, Brazil, Czech Republic and the United States;
Alfacel, located in Spain, Kalle Nalo GmbH, located in Germany; Case Tech, a
wholly owned subsidiary of Bayer AG, located in Germany; Oy Visko AB located
in Finland; KoSa, located in Mexico and two Japanese manufacturers, Fujimori
and Toho.
Viskase's primary competitors include several major corporations that are
larger and better capitalized than Viskase.
Research and Development; Customer Support
Viskase's continuing emphasis on research and development is central to its
ability to maintain industry leadership. In particular, Viskase focuses on
the development of new products that increase customers' operating
efficiencies, reduce their operating costs and expand their markets.
Viskase's projects include development of new processes and products to
improve its manufacturing efficiencies. Viskase's research scientists,
engineers and technicians are engaged in continuing product and equipment
development and also provide direct technical and educational support to its
customers.
Viskase believes it has achieved and maintained its position as a leading
producer of cellulosic casings for packaging meats through significant
expenditures on research and development. The Company expects to continue its
research and development efforts. The commercialization of certain of these
product and process applications and related capital expenditures to achieve
commercialization may require substantial financial commitments in future
periods. Research and development costs from continuing operations are
expensed as incurred and totaled $5,474 thousand, $4,211 thousand, and $3,708
thousand for 2000, 1999, and 1998, respectively.
Seasonality
Historically, domestic sales and profits of Viskase have been seasonal in
nature, increasing in the spring and summer months. Sales outside of the
United States follow a relatively stable pattern throughout the year.
Raw Materials
Raw materials used by Viskase include cellulose (from wood pulp), specialty
fibrous paper, and various other chemicals. Viskase generally purchases its
raw materials from a single source or small number of suppliers with whom it
maintains good relations. Certain primary and alternative sources of supply
are located outside the United States. Viskase believes, but there can be no
assurance, that adequate alternative sources of supply currently exist for
all of Viskase's raw materials or that raw material substitutes are
available, which Viskase could modify its processes to utilize.
Employees
The Company maintains productive and amicable relationships with its 1,500
employees worldwide. One of Viskase's domestic plants, located in Loudon,
Tennessee, is unionized, and its European and Brazilian plants have unions.
From time to time union organization efforts have occurred at other
individual plant locations. Unions represent a total of approximately 500 of
Viskase's 1,500 employees.
Trademarks and Patents
Viskase holds patents on many of its major technologies, including those used
in its manufacturing processes and the technology embodied in products sold
to its customers. Because it believes its ongoing market leadership depends
heavily upon its technology, Viskase vigorously protects and defends its
patents against infringement by competitors on an international basis. As
part of its research and development program, Viskase has developed and
expects to continue to develop new proprietary technology and has licensed
proprietary technology from third parties. Management believes these
activities will enable Viskase to maintain its competitive position. Viskase
also owns numerous trademarks and registered tradenames that are used
actively in marketing its products. Viskase periodically licenses its process
and product patents to competitors on a royalty basis.
Environmental Regulations
In manufacturing its products, the Company employs certain hazardous
chemicals and generates toxic and hazardous wastes. The use of these
chemicals and the disposal of such waste are subject to stringent regulation
by several governmental entities, including the United States Environmental
Protection Agency (USEPA) and similar state, local and foreign environmental
control entities. The Company is subject to various environmental, health and
safety laws, rules and regulations including those of the United States
Occupational Safety and Health Administration and USEPA. These laws, rules
and regulations are subject to amendment and to future changes in public
policy or interpretation, which may affect the operations of the Company. The
Company uses its best reasonable efforts to comply with promulgated laws,
rules and regulations and participates in the rulemaking process.
Certain of the Company's facilities are or may become potentially responsible
parties with respect to off-site waste disposal facilities.
As noted above, new environmental and health and safety laws can impose
significant compliance costs, including forthcoming rules. Under the Clean
Air Act Amendments of 1990, various industries, including casings
manufacturers, will be required to meet air emissions standards for certain
chemicals based on use of the "maximum achievable control technology" (MACT).
MACT Standards for new and existing cellulose casing manufacturing sources
were proposed by EPA on August 28, 2000. Viskase Corporation has submitted
extensive comments to EPA during the public comment period objecting to
certain aspects of the proposed rulemaking. Final rulemaking is expected
sometime in the year 2001. Compliance will be required within 3 years of
promulgation. MACT rules will apply to all casing manufacturers in the United
States.
Under the Resource Conservation and Recovery Act (RCRA), regulations have
been proposed that, in the future, may impose design and/or operating
requirements on the use of surface impoundments of wastewater. Two of
Viskase's plants use surface impoundments. The Company does not foresee these
regulations being imposed for several years.
(d) Financial information about foreign and domestic operations and
export sales
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Reference is made to Part IV, Item 14, Note 23 of Notes to Consolidated
Financial Statements.
EXECUTIVE OFFICERS OF THE REGISTRANT
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The following table sets forth the names and ages of the Company's executive
officers, together with the positions with the Company held by such executive
officers, and a summary of their recent business experience. Under the
Company's Amended and Restated By-Laws, the Company's officers are elected
for such terms as may be determined from time to time by the Board of
Directors.
Name, Age and Office Business Experience
- -------------------- -------------------
F. Edward Gustafson, 59 Mr. Gustafson has been Chairman of the Board,
Chairman of the Board, President and Chief Executive Officer of the
President and Chief Company since March 1996 and a director of
Executive Officer the Company since December 1993. (Mr.
Gustafson has been President and Chief
Executive Officer of Viskase since June 1998,
and previously from February 1990 to August
1994.) From May 1989 to March 1996 Mr.
Gustafson served as Executive Vice President
and Chief Operating Officer of the Company.
Mr. Gustafson has also served as Executive
Vice President and Chief Operating Officer of
D.P. Kelly and Associates, L.P. since
November 1988.
Gordon S. Donovan, 47, Mr. Donovan has been Chief Financial Officer
Vice President, Chief of the Company since January 1997 and Vice
Financial Officer, Treasurer President and Chief Financial Officer of
and Assistant Secretary Viskase since June 1998. Mr. Donovan has
served as Treasurer and Assistant Secretary
of the Company since November 1989 and as
Vice President since May 1995.
Kimberly K. Duttlinger, 36, Ms. Duttlinger has been Vice President,
Vice President, Secretary Secretary and General Counsel of the
and General Counsel Company since April 2000. From August 1998
through April 2000, Ms. Duttlinger served as
Associate General Counsel of the Company.
From May 1997 to August 1998, Ms. Duttlinger
served as Corporate Counsel of the Company.
From May 1993 to August 1996, Ms. Duttlinger
served as Corporate Counsel to Alberto-Culver
Company, a manufacturer and distributor of
personal care and household products.
ITEM 2. PROPERTIES
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VISKASE FACILITIES
LOCATION SQUARE FEET PRIMARY USE
- -------------- ------------- -----------
Manufacturing Facilities
Beauvais, France (a) 235,000 Casings production and finishing
Caronno, Italy 73,000 Casings finishing
Guarulhos, Brazil (a) 25,000 Casings finishing
Kentland, Indiana 125,000 Casings finishing
Loudon, Tennessee 250,000 Casings production
Osceola, Arkansas 223,000 Casings production and casings finishing
Thaon, France 239,000 Casings finishing
Distribution Centers
Atlanta, Georgia (a)
Bensalem, Pennsylvania
Fresno, California (a)
Remington, Indiana (a)
Pulheim, Germany (a)
Toronto, Ontario, Canada
Warsaw, Poland (a)
Service Centers
Guarulhos, Brazil (a)
Caronno, Italy
Headquarters
Worldwide: Chicago, Illinois
Europe: Paris, France (a)
(a) Leased. All other properties are owned.
The Company believes that its properties generally are suitable and adequate
to satisfy the Company's present and anticipated needs. The Company's United
States real property collateralizes the Company's obligations under various
financing arrangements. For a discussion of these financing arrangements,
refer to Part IV, Item 14, Note 8 of Notes to Consolidated Financial
Statements.
ITEM 3. LEGAL PROCEEDINGS
In late 1993, Viskase commenced a legal action against American National Can
Company (ANC) in United States District Court for the Northern District of
Illinois, Eastern Division, 93C7651 (the "ANC Litigation"). Viskase claimed
that ANC's use of two different very low density polyethylene plastic resins
in the manufacture of ANC's multi-layer barrier shrink film products was
infringing various Viskase patents relating to multi-layer barrier plastic
films used for fresh red meat, processed meat and poultry product
applications. In November 1996, after a three-week trial, a jury found that
ANC had willfully infringed Viskase's patents and awarded Viskase $102.4
million in compensatory damages. The Court also entered an order permanently
enjoining ANC from making or selling infringing products.
In September 1997, the Court set aside the jury verdict in part and ordered a
retrial on certain issues. The Court upheld the jury finding on the validity
of all of Viskase's patents and the jury finding that ANC had willfully
infringed Viskase's patents by ANC's use of Dow Chemical Company's "Attane"
brand polyethylene plastic resin in ANC's products. However, the Court
ordered a new trial on the issue of whether ANC's use of Dow Chemical
Company's "Affinity" brand polyethylene plastic resin infringed Viskase's
patents and whether such conduct was willful. Because the jury rendered one
general damage verdict, the Court ordered a retrial of all damage issues. By
operation of the Court's order, the injunction in respect of ANC's future use
of the "Affinity" brand resin was removed.
On August 19, 1998, the Court granted Viskase's motion for partial summary
judgment finding that ANC's use of the "Affinity" brand resin infringed
Viskase's patents. The Court also reinstated the permanent injunction.
Viskase filed a motion to have the jury verdict as to compensatory damages
reinstated. ANC filed a motion to dismiss the lawsuit claiming that Viskase's
patents are invalid and Viskase failed to join an indispensable party to the
lawsuit. On May 10, 1999, the Court granted Viskase's motion to have the jury
verdict as to the compensatory damages reinstated. In May and June 1999, the
parties briefed the issue of enhanced damages and on July 2, 1999, the Court
awarded Viskase total damages of $164.9 million. ANC filed a motion for
reconsideration which was denied.
On May 3, 1999, ANC commenced legal action in the Federal District Court for
the Northern District of Illinois seeking declaratory relief that one of the
litigated patents is invalid. ANC also filed a motion to consolidate the
declaratory action with the 1993 suit. ANC's motion to consolidate was
granted and then the Court dismissed ANC's suit with prejudice at the same
time the Court awarded Viskase total damages of $164.9 million.
ANC has filed an appeal to the United States Court of Appeals for the Federal
Circuit. Oral arguments before the United States Circuit of Appeals for the
Federal Circuit were held on June 6, 2000 and Viskase expects a decision
during the first half of 2001.
On January 14, 2000, Pechiney Plastic Packaging, Inc. and Pechiney Emballage
Flexible Europe, Inc. (successors in interest in ANC) filed suit against the
Company and Viskase in the United States District Court for the Northern
District of Illinois, Eastern Division (the "Newsome Litigation"). This suit
alleges infringement of U.S. Reissue Patent No. 35,567, which patent is set
to expire on April 26, 2002, and further alleges patent interference with one
of the six Viskase patents litigated in the ANC Litigation. In May 2000, the
District Court dismissed the patent interference count. Pechiney filed an
Amended Complaint on June 30, 2000 seeking to reinstate the dismissed count
(Count III). On July 25, 2000, Viskase filed a Motion to Dismiss Count III of
the Amended Complaint and also filed a Motion for Sanctions related thereto.
On August 9, 2000, Viskase filed a Supplemental Motion for Sanctions. On
August 24, 2000, Pechiney responded to these motions and Viskase filed its
reply on September 14, 2000.
On September 29, 2000, the Company and Viskase entered into a Settlement and
License Agreement (the "Agreement") with ANC, American National Can Group,
Inc., Pechiney Plastic Packaging, Inc. and Pechiney Emballage Flexible Europe
(collectively, "Pechiney") partially resolving the ANC Litigation and fully
resolving the Newsome Litigation. Pursuant to the Agreement, Viskase received
a payment of $54.75 million on October 2, 2000. In addition, an additional
payment of $60.25 million will be made to Viskase if the United States Court
of Appeals for the Federal Circuit affirms the monetary award in its entirety
in the ANC Litigation. In October 2000, pursuant to the agreement, Viskase
withdrew its Motions for Sanctions and the Amended Complaint in the Newsome
Litigation was dismissed with prejudice. The Company recorded $54.75 million
as patent infringement settlement income during the third quarter 2000 and
expensed $7.85 million patent defense costs. No portion of the potential
additional payment of $60.25 million was recorded in the Company's financial
statements.
In addition, in 1997 and 1998, ANC challenged two of the six Viskase patents
in suit by filing requests for reexamination with the United States Patent
and Trademark office (USPTO). In one of the reexaminations, the USPTO has
issued, on February 14, 2001, a Notice of Intent to Issue a Reexamination
Certificate. In the other reexamination, the patent has been rejected by the
USPO, and Viskase appealed the rejection to the USPTO Board of Patent Appeals
and Interferences. Viskase's Main Brief was filed July 13, 2000. On October
20, 2000, the Examiner filed her answer and modified the rejection to
indicate that two dependent claims contained allowable subject matter.
Viskase's Reply Brief and Request for Oral Hearing were filed December 20,
2000. Assignment of a hearing date is awaited. Pursuant to the Agreement,
the parties have agreed that neither will, directly or indirectly, except as
required by any court order or the USPTO, seek to obtain or assist any other
person or entity in seeking or obtaining the further reexamination, or the
invalidation or limitation of the patents licensed under the Agreement,
including the two patents for which ANC had previously requested
reexamination.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase received a subpoena
from the Antitrust Division of the United States Department of Justice
relating to the expansion of the grand jury investigation into the specialty
films industry. Viskase is cooperating fully with the investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage manufacturer were named in ten virtually identical civil
complaints filed in the United States District Court for the District of New
Jersey by the following plaintiffs: Smith Provision Co., Inc.; Parks LLC
(d/b/a Parks Sausage Company); Real Kosher Sausage Company, Inc.; Sahlen
Packing Co., Inc.; Marathon Enterprises, Inc.; Ventures East, Inc.;
Keniston's, Inc.; Smithfield Foods, Inc.; Clougherty Packing Co.; and Klement
Sausage Co. The District Circuit ordered all of these cases consolidated in
Civil Action No. 99-5195-MLC (D.N.J.). Each complaint brought on behalf of a
purported class of sausage casings customers alleges that the defendants
unlawfully conspired to fix prices and allocate business in the sausage
casings industry. The Company and its subsidiaries have filed answers to each
of these complaints denying liability. In 2001, all of the consolidated
cases were transferred to the United States District Court for the Northern
District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in various other legal
proceedings arising out of their business and other environmental matters,
none of which is expected to have a material adverse effect upon results of
operations, cash flows or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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The company held its Annual Meeting of Stockholders on November 15, 2000 for
the election of five (5) directors. The results were as follows:
Election of Directors For Withheld
- --------------------- --- --------
Robert N. Dangremond 14,069,268 27,890
Avram A. Glazer 13,349,624 747,534
Malcolm I. Glazer 13,349,579 747,579
F. Edward Gustafson 14,082,872 14,286
Gregory R. Page 14,084,872 12,286
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------
MATTERS
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(a) Market Information. The Company's Common Stock is traded in the over-
the-counter market. The high and low closing bid prices of the Common Stock
during 2000 and 1999 are set forth in the following table. Such prices
reflect interdealer prices without markup, markdown or commissions and may
not represent actual transactions.
2000 First Quarter Second Quarter Third Quarter Fourth Quarter
- ---- ------------- -------------- ------------- --------------
High $2.81 $3.00 $3.00 $3.06
Low 1.00 1.75 1.06 .98
1999 First Quarter Second Quarter Third Quarter Fourth Quarter
- ---- ------------- -------------- ------------- --------------
High $4.25 $4.94 $4.75 $3.37
Low 3.31 2.88 2.62 1.50
(b) Holders. As of March 30, 2001, there were approximately 109 holders
of record and approximately 1,300 beneficial holders of the Company's Common
Stock.
(c) Dividends. The Company has never paid a cash dividend on shares of
its Common Stock. The payment of dividends is restricted by the terms of
various financing agreements to which the Company is a party. The Company has
no present intention of paying dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
Year Ending 53/ 52 Weeks Ending
December December December December December
31, 2000(1) 31, 1999(1) 31, 1998(1) 25, 1997(1) 26, 1996(1)
(in thousands, except for per share amounts)
Net sales $200,142 $225,767 $246,932 $498,333 $534,420
Net (loss) from
continuing
operations (95,967) (29,927) (147,871) (10,362) (14,580)
Net income (loss)
from discontinued
operations 3,435 (1,831) (33,389) 717 898
Gain on sales of
discontinued
operations 68,185 39,057
(Loss) before
extraordinary
item (2) (24,347) (31,758) (142,203) (9,645) (13,682)
Net (loss) (3) (17,836) (31,758) (148,996) (9,645) (13,682)
Per share net (loss)
from continuing
operations -
basic and diluted (6.34) (2.00) (9.97) (.71) (1.02)
Per share net
income (loss)
from discontinued
operations -
basic and diluted .23 (.12) (2.25) .05 .06
Gain on sale of
discontinued
operations 4.50 2.63
Per share (loss)
before extraordinary
item - basic and
diluted
Earnings per
share (2) (1.61) (2.12) (9.59) (.66) (.96)
Per share net (loss)
- basic and diluted
Earnings per
share (3) (1.18) (2.12) (10.05) (.66) (.96)
Cash and equivalents 55,350 6,243 9,028 24,407 41,794
Restricted cash 41,038 0 0 0 0
Working capital (106,958) 34,480 41,725 85,815 97,382
Total assets 322,364 493,818 531,069 813,853 873,747
Debt obligations:
Short-term debt (4) 200,676 23,095 16,120 12,880 11,291
Long-term debt 73,183 404,151 388,880 511,183 521,179
Stockholders'
(deficit) equity (107,397) (89,442) (55,907) 90,920 103,645
Cash dividends none none none none none
(1) Fiscal 1998, 1997, and 1996 net sales and net loss from continuing
operations exclude the results of Sandusky and Clear Shield, which were sold
in 1998. Year 2000 and 1999 and fiscal year 1998 net sales and net loss from
continuing operations exclude the results of the Films Business, which was
sold in 2000.
(2) Includes $94,910, $119,579 and $3,500 in unusual charges in 2000,
1998 and 1997, respectively.
(3) Includes extraordinary gain (loss) on debt extinguishment in 2000 and
1998, respectively.
(4) Includes current portion of long-term debt.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Results of Operations
- ---------------------
The Company's 2000 net sales from continuing operations was $200.1 million,
which represents a decrease of 11.4% from 1999. The decline in sales reflects
the continuing effect of reduced selling prices in the casings industry.
European sales were also negatively affected by foreign currency translation
due to a strong U.S. dollar.
The Company's 1999 net sales from continuing operations were $225.8 million,
which represented a 8.6% decrease from the prior year's net sales from
continuing operations of $246.9 million. The decline in net sales reflected
the continuing effect of competitive selling prices in the worldwide casings
industry partially offset by volume gains. Additionally, the decline in net
sales reflected the translation effect of the strengthening U.S. dollar
against the French franc and Brazilian real.
Viscofan, S.A., a Spanish small-diameter casing producer, entered the United
States market in November 1994. The Company and its domestic competitors have
experienced significant pricing pressures and volume losses to Viscofan.
Management believes that Viskase will continue to experience casing pricing
pressures from its competitors. Viskase's management is aware of other
smaller competitors that from time to time attempt to enter the casing
market. Although the Company does not expect to experience significant volume
loss to these competitors, management believes that additional pricing
pressures will result.
The operating loss from continuing operations for 2000 was $(93.7) million.
The operating loss includes a restructuring charge of $94.9 million.
Operating income from continuing operations, excluding the restructuring
charge for 2000 was $1.2 million. This compares unfavorably to operating
income from continuing operations for the comparable prior year period of
$15.8 million. Reduced selling prices in the worldwide casings industry
continue to negatively affect operating income.
Operating income from continuing operations for 1999 of $15.8 million showed
a significant improvement over 1998 operating income from continuing
operations of $10.3 million after exclusion of the 1998 unusual charges from
continuing operations of $119.6 million. Operating income benefited from the
effect of cost cutting efforts undertaken during the fourth quarter of 1998
to reduce selling and administrative expenses of $5.9 million, and reduced
amortization of $4.4 million. Savings in operating expenses were partially
offset by the reduction in gross margin due to competitive selling prices in
the worldwide casings industry.
Net interest expense from continuing operations for 2000 totaled $43.1
million, which represented a decrease of $.9 million from 1999. The decrease
is principally due to an increase in interest income on the invested proceeds
from the sale of the Films Business and partial settlement of the ANC patent
litigation of $1.8 million and by interest savings from the August redemption
of $91.1 million of obligations outstanding under the Senior Term and
Revolving Facilities and the Junior Term Facility of $3.2 million and
interest savings from the early redemption of the 10.25% Senior Notes due
2001 of $.4 million offset by higher interest rates on the Senior Secured
Credit Facility and Junior Term Facility during the first eight months of the
year of $1.6 million, increase in GECC interest of $2.4 million and higher
deferred financing fees of $1.2 million.
Other expense from continuing operations of approximately $5.3 million and
$3.9 million in 2000 and 1999, respectively, consists principally of foreign
exchange losses.
The company received a partial resolution of the ANC Litigation in the amount
of $54.75 million, offset by patent litigation expenses of $7.85 million.
The Company uses foreign exchange forward contracts to hedge some of its non-
functional currency receivables and payables which are denominated in major
currencies that can be traded on open markets. This strategy is used to
reduce the overall exposure to the effects of currency fluctuations on cash
flows. The Company's policy is not to speculate in financial instruments.
There were no foreign currency contracts at year end.
Receivables and payables which are denominated in non-functional currencies
are translated to the functional currency at month end and the resulting gain
or loss is taken to other income (expense) on the income statement. Gains and
losses on hedges of receivables and payables are marked to market. The result
is recognized in other net expense on the income statement.
The 2000, 1999, and 1998, tax benefits from continuing operations consisted
of the benefits of U.S. losses partially offset by the provision related to
operations of foreign subsidiaries. A provision (benefit) of $.7 million,
$(2.2) million, and $(12.5) million, respectively, was provided on loss from
continuing operations before income taxes of $95.2 million, $32.1 million,
and $160.4 million, respectively, for 2000, 1999, and 1998. The Company's
effective tax rate from continuing operations reflects the permanent
differences in the U.S. resulting from non-deductible amortization, foreign
losses for which no tax benefit is provided, and changes in the valuation
allowance. The increase in the valuation allowance has affected the rate for
the year. The U.S. benefit for income taxes from continuing operations is
recorded as a reduction of the deferred tax liability and does not result in
a refund of income taxes.
The tax provision (benefit) for income from discontinued operations in 2000,
1999 and 1998 was $.3 million, $(.9) million, and $(.8) million,
respectively. The tax provision with respect to the gain from the sale of
discontinued operations in 2000 and 1998 was $6.6 million and $19.6 million,
respectively. In addition, an extraordinary gain in 2000 provided an income
tax provision of $.6 million and in 1998 an extraordinary loss provided an
income tax (benefit) of $(4.3) million. The total income tax provision
(benefit) was $8.3 million, $(3.1) million, and $1.8 million, respectively,
in 2000, 1999 and 1998.
Domestic cash income taxes paid in 2000, 1999, and 1998, were $.5 million,
$.01 million, and $2.2 million, respectively. Foreign cash income taxes paid
during the same periods were $.3 million, $3.5 million, and $2.3 million,
respectively.
Discontinued Operations
- -----------------------
On January 17, 2000, the Company's Board of Directors announced its intent to
sell the plastic barrier and non-barrier shrink Films Business. The sale of
the Films Business was completed on August 31, 2000. The aggregate purchase
price of $245 million, subject to a working capital adjustment, which could
result in additional amounts realized, was used to retire debt, including the
Senior Secured Credit Facility and Junior Term Loans, pay GECC per the
amended amortization schedule, and for general corporate purposes. The
Company recognized a net gain in the amount of $68.2 million. The business
sold includes production facilities in the United States, United Kingdom, and
Brazil. In conjunction with the sale of the Films Business, the Company shut
down its oriented polypropylene (OPP) films business located in Newton
Aycliffe, England and the films operation in Canada; the costs of these are
included in the business discontinuance (See Note 12).
On June 8, 1998, the Company's Board of Directors approved the sale of two of
the Company's subsidiaries, Clear Shield and Sandusky. Accordingly, the
operating results of the two subsidiaries have been segregated from
continuing operations and reported as a separate line item on the income
statement under the heading Discontinued Operations. The Company has restated
its prior financial statements to present their operating results as
Discontinued Operations. The sales of Sandusky and Clear Shield were
completed on June 11, 1998 and July 23, 1998, respectively. A $39.1 million
combined gain, net of taxes, was recognized on these sales.
Liquidity and Capital Resources
- -------------------------------
Cash and equivalents increased by $90.1 million during the year ended
December 31, 2000. Cash flows provided by operating activities of $16.3
million and provided by investing activities of $222.1 million exceeded funds
used in financing activities of $148.0 million. Cash flows provided by
operating activities were principally attributable to the Company's net loss
from operations, which includes non cash items of; the partial settlement of
the patent litigation, the gain on the sale of assets and the extraordinary
gain on debt extinguishment offset by the write-off of property, plant and
equipment, and the effect of depreciation and amortization. Cash flows
provided by investing activities were principally attributable to the
Company's sale of the Films Business offset by capital expenditures for
property, plant and equipment. Cash flows used in financing activities were
principally due to the payment of $58.6 million for the Senior Secured Credit
Facility, $35 million for the Junior Term Loans, $30.2 million principal
payment under the GECC lease, and $27.6 million for the repurchase of 10.25%
Senior Notes due 2001.
In June 1999, Viskase Corporation and Viskase Sales Corporation entered into
two-year secured credit agreements consisting of a $50 million senior term
facility (Senior Term Facility), a $50 million senior revolving credit
facility, including a $26 million sublimit for issuance of letters of credit
(senior Revolving Credit Facility), collectively the "Senior Secured Credit
Facility", and $35 million of junior secured term loans (Junior Term Loans).
The Senior Secured Credit Facility has a maturity date of June 30, 2001. The
Company used proceeds from the sale of Films Business to repay $56.1 million
outstanding under the Senior Secured Credit Facility and $35 million of
Junior Term Loans and to make a $47 million payment under the GECC Lease
consisting of $30.2 million of principal and $16.8 million of interest.
Currently, letters of credit in the amount of $25.3 million remain
outstanding under the Senior Revolving Credit Facility. The Company
anticipates it will enter into a new revolving credit facility to meet its
working capital and letter of credit requirements.
The Company finances its working capital needs through a combination of its
current cash position and internally generated cash from operations.
There were no borrowings outstanding under the Senior Revolving Credit
Facility at December 31, 2000. The availability of funds under the Senior
Revolving Credit Facility is subject to the Company's compliance with certain
covenants, borrowing base limitations measured by accounts receivable and
inventory of the Company, and to reserves that may be established in the
discretion of the lenders.
Under the terms of the April 13, 2000 Agreement and Amendment with GECC, the
Company agreed to amend the amortization schedule of annual lease payments,
maintain a letter of credit in the amount of $23.5 million at all times,
limit additional borrowings and provide a subordinated security interest
collateralized by the Collateral Pool. Holders of the Senior Secured Credit
Facility and the Junior Term Loans consented to the payment extensions and
the subordinated security interest granted to GECC. The revised amortization
schedule is presented below:
November 1, 2001 $11,750
February 28, 2002 11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,499
The Company's Senior Secured Credit Facility contains a number of financial
covenants that, among other things, require the maintenance of a minimum
level of tangible net worth, a minimum fixed charge coverage ratio and a
minimum leverage ratio of total liabilities to EBITDA, and a limitation on
capital expenditures. As of December 31, 2000 the Company received a waiver
under the Company's Senior Secured Credit Facility. The Company determined
that, as of December 31, 2000, without the waiver, it would not have been in
compliance with fixed charge coverage and leverage ratio covenants. The
Company also received a waiver under the GECC lease. The Company will need to
obtain additional debt covenant waivers in future quarters due to the effect
of the Films Business sale.
Capital expenditures for continuing operations for the year ended December
31, 2000 and 1999 totaled $12.5 million and $19.2 million, respectively.
Capital expenditures for discontinued operations for 2000 totaled
approximately $1.2 million. Significant 2000 and 1999 capital expenditures
for continuing operations included costs associated with the Nucel(r)
project, and a new information technology system at Viskase. Capital
expenditures for discontinued operations included additional production
capacity for specialty films. Capital expenditures for continuing operations
for 2001 are expected to be approximately $5 million.
The Company has spent approximately $8 million annually on research and
development programs, including product and process development, and on new
technology development during each of the past three years. The 2001 research
and development and product introduction expenses are expected to be in the
$5 million range. Among the projects included in the current research and
development efforts is the application of certain patents and technology
licensed by Viskase to the manufacture of cellulosic casings.
The sales of Sandusky and Clear Shield were completed on June 11, 1998 and
July 23, 1998, respectively. The aggregate purchase price was $163.8 million.
A $39.1 million combined gain, net of taxes, was recognized on these sales.
Concurrent with the Clear Shield divestiture, the Company mailed a notice of
redemption to holders of its 12% Senior Secured Notes to redeem $105 million
of aggregate principal amount of the $160 million outstanding together with
accrued interest payable and yield maintenance premium thereon. The notes
were redeemed on August 24, 1998 at a price of 108.5%. The Company used
$116.3 million of the proceeds for the redemption of the 12% Senior Secured
Notes. In addition, the remainder of the proceeds, after deducting taxes and
transaction expenses, were used to repay balances outstanding under the
Company's Revolving Credit Facility.
The Company's 10.25% Notes mature on December 1, 2001. The Company has from
time to time purchased 10.25% Notes in open market or privately negotiated
transactions, with the effect that as of December 31, 2000 there was $191.7
million principal amount of 10.25% Notes outstanding , net of repurchase.
The Company recognized a $7.1 million gain on the repurchase of the 10.25%
Notes at December 31, 2000. As of March 7, 2001, there is $163.2 million
principal amount of 10.25% Notes outstanding. The Company does not presently
anticipate that its current cash position and operating cash flows will be
sufficient to pay the principal and accrued interest on the 10.25% Notes when
they mature. In addition, the Company's payment obligations on the GECC
lease remain substantial and the Senior Secured Credit Facility expires in
June 2001. Accordingly, the Company is evaluating the strategic alternatives
available to it with respect to its capital structure in general and the
treatment of the 10.25% Notes between the date hereof and the date of their
maturity. These alternatives could include public offerings or private
placements of debt and/or equity securities, an exchange offer for the 10.25%
Notes or other restructuring of the Company's indebtedness, the Company's
entering into a new senior credit facility or the sale of the Company or its
assets. There can be no assurance that any such transaction will be
concluded or that any such additional financing will be available to the
Company or that any such transaction or financing can be done on terms
favorable to the Company's stockholders or creditors. Failure by the Company
to refinance or restructure its obligations with respect to the 10.25% Notes
would have a material adverse effect on the Company's results of operations
and financial condition.
Other
- -----
In late 1993, Viskase commenced a legal action against American National Can
Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651 (the "ANC Litigation"). Viskase claimed
that ANC's use of two different very low density polyethylene plastic resins
in the manufacture of ANC's multi-layer barrier shrink film products was
infringing various Viskase patents relating to multi-layer barrier plastic
films used for fresh red meat, processed meat and poultry product
applications. In November 1996, after a three-week trial, a jury found that
ANC had willfully infringed Viskase's patents and awarded Viskase $102.4
million in compensatory damages. The Court also entered an order permanently
enjoining ANC from making or selling infringing products.
In September 1997, the Court set aside the jury verdict in part and ordered a
retrial on certain issues. The Court upheld the jury finding on the validity
of all of Viskase's patents and the jury finding that ANC had willfully
infringed Viskase's patents by ANC's use of Dow Chemical Company's "Attane"
brand polyethylene plastic resin in ANC's products. However, the Court
ordered a new trial on the issue of whether ANC's use of Dow Chemical
Company's "Affinity" brand polyethylene plastic resin infringed Viskase's
patents and whether such conduct was willful. Because the jury rendered one
general damage verdict, the Court ordered a retrial of all damage issues. By
operation of the Court's order, the injunction in respect of ANC's future use
of the "Affinity" brand resin was removed.
On August 19, 1998, the Court granted Viskase's motion for partial summary
judgment finding that ANC's use of the "Affinity" brand resin infringed
Viskase's patents. The Court also reinstated the permanent injunction.
Viskase filed a motion to have the jury verdict as to compensatory damages
reinstated. ANC filed a motion to dismiss the lawsuit claiming that Viskase's
patents are invalid and Viskase failed to join an indispensable party to the
lawsuit. On May 10, 1999, the Court granted Viskase's motion to have the jury
verdict as to the compensatory damages reinstated. In May and June 1999, the
parties briefed the issue of enhanced damages and on July 2, 1999, the Court
awarded Viskase total damages of $164.9 million. ANC filed a motion for
reconsideration which was denied.
On May 3, 1999, ANC commenced legal action in the Federal District Court for
the Northern District of Illinois seeking declaratory relief that one of the
litigated patents is invalid. ANC also filed a motion to consolidate the
declaratory action with the 1993 suit. ANC's motion to consolidate was
granted and then the Court dismissed ANC's suit with prejudice at the same
time the Court awarded Viskase total damages of $164.9 million.
ANC has filed an appeal to the United States Court of Appeals for the Federal
Circuit. Oral arguments before the United States Circuit of Appeals for the
Federal Circuit were held on June 6, 2000 and Viskase expects a decision
during the first quarter of 2001.
On January 14, 2000, Pechiney Plastic Packaging, Inc. and Pechiney Emballage
Flexible Europe, Inc. (successors in interest in ANC) filed suit against the
Company and Viskase in the United States District Court for the Northern
District of Illinois, Eastern Division (the "Newsome Litigation"). This suit
alleges infringement of U.S. Reissue Patent No. 35,567, which patent is set
to expire on April 26, 2002, and further alleges patent interference with one
of the six Viskase patents litigated in the ANC Litigation. In May 2000, the
District Court dismissed the patent interference count. Pechiney filed an
Amended Complaint on June 30, 2000 seeking to reinstate the dismissed count
(Count III). On July 25, 2000, Viskase filed a Motion to Dismiss Count III of
the Amended Complaint and also filed a Motion for Sanctions related thereto.
On August 9, 2000, Viskase filed a Supplemental Motion for Sanctions. On
August 24, 2000, Pechiney responded to these motions and Viskase filed its
reply on September 14, 2000.
On September 29, 2000, the Company and Viskase entered into a Settlement and
License Agreement (the "Agreement") with ANC, American National Can Group,
Inc., Pechiney Plastic Packaging, Inc. and Pechiney Emballage Flexible Europe
(collectively, "Pechiney") partially resolving the ANC Litigation and fully
resolving the Newsome Litigation. Pursuant to the Agreement, Viskase received
a payment of $54.75 million on October 2, 2000. In addition, an additional
payment of $60.25 million will be made to Viskase if the United States Court
of Appeals for the Federal Circuit affirms the monetary award in its entirety
in the ANC Litigation. In October 2000, pursuant to the agreement, Viskase
withdrew its Motions for Sanctions and the Amended Complaint in the Newsome
Litigation was dismissed with prejudice. The Company recorded $54.75 million
as patent infringement settlement income during the third quarter 2000 and
expensed $7.85 million patent defense costs. No portion of the potential
additional payment of $60.25 million was recorded in the Company's financial
statements.
In addition, in 1997 and 1998, ANC challenged two of the six Viskase patents
in suit by filing requests for reexamination with the United States Patent
and Trademark office (USPTO). In one of the reexaminations, the USPTO has
issued, on February 14, 2001, a Notice of Intent to Issue a Reexamination
Certificate. In the other reexamination, the patent has been rejected by the
USPO, and Viskase appealed the rejection to the USPTO Board of Patent Appeals
and Interferences. Viskase's Main Brief was filed July 13, 2000. On October
20, 2000, the Examiner filed her answer and modified the rejection to
indicate that two dependent claims contained allowable subject matter.
Viskase's Reply Brief and Request for Oral Hearing were filed December 20,
2000. Assignment of a hearing date is awaited. Pursuant to the Agreement,
the parties have agreed that neither will, directly or indirectly, except as
required by any court order or the USPTO, seek to obtain or assist any other
person or entity in seeking or obtaining the further reexamination, or the
invalidation or limitation of the patents licensed under the Agreement,
including the two patents for which ANC had previously requested
reexamination.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase Corporation received
a subpoena from the Antitrust Division of the United States Department of
Justice relating to the expansion of the grand jury investigation into the
specialty films industry. Viskase is cooperating fully with the
investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage manufacturer were named in ten virtually identical civil
complaints filed in the District of New Jersey by the following plaintiffs:
Smith Provision Co., Inc.; Parks LLC (d/b/a Parks Sausage Company); Real
Kosher Sausage Company, Inc.; Sahlen Packing Co., Inc.; Marathon Enterprises,
Inc.; Ventures East, Inc.; Keniston's, Inc.; Smithfield Foods, Inc.;
Clougherty Packing Co.; and Klement Sausage Co. The District Circuit ordered
all of these cases consolidated in the District of New Jersey Civil Action
No. 99-5195-MLC (D.N.J.). Each complaint brought on behalf of a purported
class of sausage casings customers alleges that the defendants unlawfully
conspired to fix prices and allocate business in the sausage casings
industry. The Company and its subsidiaries have filed answers to each of
these complaints denying liability. In 2001, all of the consolidated cases
were transferred to the United States District Court for the Northern
District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in various legal proceedings
arising out of their business and other environmental matters, none of which
is expected to have a material adverse effect upon results of operations,
cash flows or financial position.
Forward-looking Statements
- --------------------------
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties that could cause actual results and
Company plans and objectives to differ materially from those projected. Such
risks and uncertainties include, but are not limited to, general business and
economic conditions; competitive pricing pressures for the Company's
products; changes in other costs; and opportunities that may be presented to
and pursued by the Company; determinations by regulatory and governmental
authorities; and the ability to achieve other cost reductions and
efficiencies.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to certain market risks related to foreign currency
exchange rates. In order to manage the risk associated with this exposure to
such fluctuations, the Company uses derivative financial instruments. The
Company does not enter into derivatives for trading purposes.
The Company also prepared sensitivity analyses to determine the impact of a
hypothetical 10% devaluation of the U.S. dollar relative to the European
receivables and payables denominated in U.S. dollars. Based on its
sensitivity analyses at December 31, 2000, a 10% devaluation of the U.S.
dollar would affect the Company's annual consolidated operating results,
financial position and cash flows by approximately $.1 million. The Company
uses foreign exchange forward contracts to manage the risk associated with
its exposure to foreign currency exchange rate fluctuations. As of December
31, 2000, there were no foreign exchange forward contracts outstanding.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Financial statements and supplementary financial information meeting the
requirements of Regulation S-X are listed in the index to financial
statements and schedules, as included under Part IV, Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements on accounting and financial disclosure required
to be disclosed under this Item.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this Item is set forth in the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of the
fiscal year covered by this report (Proxy Statement) in the section entitled
"Election of Directors," the section entitled "Section 16(a) Beneficial
Ownership Reporting Compliance" and in the third paragraph of the section
entitled "Certain Relationships and Related Transactions," and is
incorporated herein by reference to the Proxy Statement. For information
regarding executive officers of the Company, see the information set forth
under "Executive Officers of the Registrant" in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Compensation of Directors and Executive Officers" and
is incorporated herein by reference to the Proxy Statement. The information
set forth in the Proxy Statement in the sections entitled "Compensation
Committee Report on Executive Compensation" and "Performance Graph" is not
required by this item and is not incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Security Ownership" and is incorporated herein by
reference to the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by this Item is set forth in the Proxy Statement in
the section entitled "Certain Relationships and Related Transactions" and is
incorporated by reference to the Proxy Statement. See also Part IV, Item 14,
Note 22 of Notes to Consolidated Financial Statements.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a)1. Financial statements: PAGE
-------------------- ----
Report of independent accountants F-2
Consolidated balance sheets, December 31, 2000 and
December 31, 1999 F-3
Consolidated statements of operations, for the years ended
December 31, 2000 and December 31, 1999 and for the 53 week
period ending December 31, 1998. F-4
Consolidated statements of stockholders' deficit, for the
years ended December 31, 2000 and December 31, 1999 and
for the 53 week period ending December 31, 1998. F-5
Consolidated statements of cash flows, for the year ended
December 31, 2000 and December 31, 1999 and for the 53 week
period ending December 31, 1998. F-6
Notes to consolidated financial statements F-7
(a)2. Financial statement schedules for the year ended
December 31, 2000 and December 31, 1999 and for the
53 week period ending December 31, 1998:
------------------------------------------------------
II Valuation and qualifying accounts F-32
Schedules other than those listed are omitted because they are not required,
are not applicable, or because equivalent information has been included in
the financial statements and notes thereto or elsewhere herein.
(b) Reports on Form 8-K.
-------------------
1. On October 6, 2000, the Company filed a Form 8-K to announce that
its wholly owned subsidiary, Viskase Corporation, reached a partial
resolution with American Can and Pechiney Plastic Packaging relating
to the litigation between the partied entitled, Viskase Corporation
v. American National Can, and Pechiney Plastic Packaging, Inc. and
Pechiney Packaging, Inc. and Pechiney Emballage Flexible Europe v.
Viskase Companies, Inc. and Viskase Corporation. Pursuant to the
agreement reached, Viskase will receive a payment of $54.75 million
immediately. In addition, an additional payment of $60.25 million
will be made to Viskase if the appellate court affirms the monetary
award in its entirety in the ANC Litigation.
2. On December 6, 2000, the Company filed a Form 8-K to announce that
it is implementing significant cost reduction measures in an attempt
to offset a projected shortfall in earnings before depreciation,
interest, amortization and taxes for fiscal year 2001 from the
estimated fiscal year 2000 for continuing operations.
(c) Exhibits:
--------
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
2.0 Purchase Agreement, dated July 7, 2000 among the Company
and certain of its subsidiaries and Bemis Company, Inc.
(incorporated herein by reference to Exhibit 2 to Form
8-K filed September 25, 2000). *
2.1 Amendment No. 1 to Purchase Agreement, dated August 31,
2000, among the Company and certain of its subsidiaries and
Bemis Company, Inc. (incorporated herein by reference to
Exhibit 2.1 of Form 10-Q for the fiscal quarter ended
September 30, 2000). *
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1
to Form 8-K filed January 19, 1994). *
3.2 Certificate of Ownership and Merger of Viskase Companies,
Inc. into Envirodyne Industries, Inc. *
3.3 Amended and Restated By-Laws of the Company (incorporated
herein by reference to Exhibit 3.2 to Form 8-K filed May 16,
1997). *
4.1 Indenture, dated as of December 31, 1993, between the Company
and Bankers Trust Company, as Trustee, relating to the 10-1/4%
Notes Due 2001 of the Company including form of 10-1/4% Note
Due 2001 (incorporated herein by reference to Exhibit 4.1 to
Form 8-K filed January 19, 1994). *
4.3 Rights Agreement, dated as of June 26, 1996, between the
Company and Harris Trust and Savings Bank, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 of Form 8-K
dated June 26, 1996). *
10.1 Participation Agreement, dated as of December 18, 1990, among
Viskase Corporation, as Lessee, the Company, as Guarantor,
General Electric Capital Corporation, as Owner Participant,
and The Connecticut National Bank, as Owner Trustee
(incorporated herein by reference to Exhibit 10.24 to Form
8-K filed January 22, 1991). *
10.2 Lease Agreement, dated as of December 18, 1990, between The
Connecticut National Bank, Owner Trustee, as Lessor and
Viskase Corporation, as Lessee (incorporated herein by
reference to Exhibit 10.25 to Form 8-K filed January 22,
1991). *
10.3 Appendix A; Definitions relating to the Participation
Agreement, the Lease and the Ground Lease (incorporated
herein by reference to Exhibit 10.26 to Form 8-K filed
January 22, 1991). *
10.4 Ground Lease, dated as of December 18, 1990, between
Viskase Corporation, as Ground Lessor, and The Connecticut
National Bank, as Ground Lessee (incorporated herein by
reference to Exhibit 10.27 to Form 8-K filed January 22,
1991). *
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.5 Guaranty Agreement, dated as of December 18, 1990, among
the Company; Clear Shield National, Inc.; Sandusky Plastics
of Delaware, Inc.; Viskase Sales Corporation, all as
Guarantors; The Connecticut National Bank, as Owner
Trustee; and General Electric Capital Corporation, as
Owner Participant (incorporated herein by reference to
Exhibit 10.28 to Form 8-K filed January 22, 1991). *
10.6 Trust Agreement, dated as of December 18, 1990, between
General Electric Capital Corporation, as Owner Participant,
and The Connecticut National Bank, as Owner Trustee
(incorporated herein by reference to Exhibit 10.29 to Form
8-K, filed January 22, 1991, of Viskase Companies, Inc.). *
10.7 Non-Employee Directors' Compensation Plan (incorporated
herein by reference to Appendix B of the Company's Proxy
Statement for its 1996 Annual Meeting of Stockholders).+ *
10.8 1993 Stock Option Plan, as amended and restated through
March 27, 1996 (incorporated herein by reference to
Appendix A of the Company's Proxy Statement for its 1996
Annual Meeting of Stockholders). + *
10.9 Viskase Companies, Inc. Parallel Non-Qualified Thrift Plan
(incorporated herein by reference to Exhibit 10.35 to Form
10-Q for the fiscal quarter ended June 27, 1991 filed August
12, 1991). + *
10.10 Amended and Restated Employment Agreement, effective March
27, 1996, between the Company and F. Edward Gustafson
(incorporated herein by reference to Exhibit 10.20 to Form
10-Q for the fiscal quarter ended June 25, 1998 filed August
10, 1998).+ *
10.11 Corporate Office Severance Pay Policy (incorporated herein
by reference to Exhibit 10.21 to Form 10-Q for the fiscal
quarter ended June 26, 1997 filed August 11, 1997).+ *
10.12 Stock Purchase Agreement, dated June 5, 1998, between the
Company and Solo Cup Company, as amended (incorporated herein
by reference to Exhibit 2 to Form 8-K filed August 10,
1998). *
10.13 Financing Agreement, dated June 14, 1999, among Viskase
Corporation, Viskase Sales Corporation and the CIT
Group/Business Credit, Inc. on behalf of itself and certain
Lenders (incorporated herein by reference to Exhibit 10.22
to Form 10-Q for the fiscal quarter ended June 30, 1999). *
10.14 Financing Agreement, dated June 14, 1999, among Viskase
Corporation, Viskase Sales Corporation and the lenders listed
on the signature page thereto (incorporated herein by
reference to Exhibit 10.23 to Form 10-Q for the fiscal
quarter ended June 30, 1999). *
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.15 Financing Agreement, dated June 14, 1999, among Viskase
Corporation, Viskase Sales Corporation and D.P. Kelly &
Associates, L.P. (incorporated herein by reference to
Exhibit 10.24 to Form 10-Q for the fiscal quarter ended
June 30, 1999). *
10.16 Form of Pledge Agreements made by Viskase Corporation to
each of (i) the CIT Group/Business Credit, Inc. on behalf
of itself and certain lenders, (ii) certain institutional
lenders listed on the signature page thereto, and (iii)
D.P. Kelly & Associates, L.P. (incorporated herein by
reference to Exhibit 10.25 to Form 10-Q for the fiscal
quarter ended June 30, 1999). *
10.17 Form of Pledge Agreements made by Viskase Sales Corporation
to each of (i) the CIT Group/Business Credit, Inc. on behalf
of itself and certain lenders, (ii) certain institutional
lenders listed on the signature page thereto, and (iii)
D.P. Kelly & Associates, L.P. (incorporated herein by
reference to Exhibit 10.26 to Form 10-Q for the fiscal
quarter ended June 30, 1999). *
10.18 Form of Pledge Agreements made by Viskase Holding
Corporation to each of (i) the CIT Group/Business
Credit, Inc. on behalf of itself and certain lenders,
(ii) certain institutional lenders listed on the
signature page thereto, and (iii) D.P. Kelly & Associates,
L.P. (incorporated herein by reference to Exhibit 10.27
to Form 10-Q for the fiscal quarter ended June 30, 1999). *
10.19 Form of Parent Pledge Agreements made by Viskase Companies,
Inc. to each of (i) the CIT Group/Business Credit, Inc. on
behalf of itself and certain lenders, (ii) certain
institutional lenders listed on the signature page thereto,
and (iii) D.P. Kelly & Associates, L.P. (incorporated
herein by reference to Exhibit 10.28 to Form 10-Q for the
fiscal quarter ended June 30, 1999). *
10.20 Form of Security Agreements made by Viskase Holding
Corporation in favor of each of (i) the CIT Group/Business
Credit, Inc. on behalf of itself and certain lenders, (ii)
certain institutional lenders listed on the signature page
thereto, and (iii) D.P. Kelly & Associates, L.P.
(incorporated herein by reference to Exhibit 10.29 to
Form 10-Q for the fiscal quarter ended June 30, 1999). *
10.21 Form of Parent Security Agreements made by Viskase
Companies, Inc. in favor of each of (i) the
CIT Group/Business Credit, Inc. on behalf of itself
and certain lenders, (ii) certain institutional lenders
listed on the signature page thereto, and (iii) D.P.
Kelly & Associates, L.P. (incorporated herein by
reference to Exhibit 10.30 to Form 10-Q for the
fiscal quarter ended June 30, 1999). *
10.22 Form of Joint and Several Guaranty of Viskase Corporation
and Viskase Sales Corporation to each of (i) the CIT
Group/Business Credit, Inc. on behalf of itself and certain
lenders, (ii) certain institutional lenders listed on the
signature page thereto, and (iii) D.P. Kelly & Associates,
L.P. (incorporated herein by reference to Exhibit 10.31 to
Form 10-Q for the fiscal quarter ended June 30, 1999). *
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.23 Amendment to Viskase Companies, Inc. 1999 Parallel
Non-Qualified Savings Plan (incorporated herein by
reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-8, #333-33508, filed on March 29,
2000). + *
10.24 Viskase Corporation Severance Pay Policy. + *
10.25 Agreement dated as of March 3, 2000, between Viskase
Corporation and State Street Bank and Trust Company
relating to the Lease Agreement dated as of December 18,
1990, among Viskase Corporation (the Lessee), and State
Street Bank and Trust Company (the Lessor), as successor
trustee to Fleet National Bank formerly known as Shawmut Bank
Connecticut, National Association, formerly known as The
Connecticut National Bank as Owner Trustee under the Trust
Agreement (incorporated by reference herein to Exhibit 10.35
to Form 10-Q for the fiscal quarter ended March 31, 2000). *
10.26 Extension executed March 9, 2000 of Agreement dated as of
March 3, 2000, between Viskase Corporation and State Street
Bank and Trust Company relating to the Lease Agreement
dated as of December 18, 1990, among Viskase Corporation
(the Lessee) and State Street Bank and Trust Company (the
Lessor), as successor trustee to Fleet National Bank
formerly known as Shawmut Bank Connecticut, National
Association, formerly known as The Connecticut National
Bank as Owner Trustee under the Trust Agreement
(incorporated by reference herein to Exhibit 10.36 to
Form 10-Q for the fiscal quarter ended March 31, 2000). *
10.27 Extension executed March 23, 2000 of Agreement dated as
of March 3, 2000, between Viskase Corporation and State
Street Bank and Trust Company relating to the Lease
Agreement dated as of December 18, 1990, among Viskase
Corporation (the Lessee) and State Street Bank and Trust
Company (the Lessor), as successor trustee to Fleet National
Bank formerly known as Shawmut Bank Connecticut, National
Association, formerly known as The Connecticut National
Bank as Owner Trustee under the Trust Agreement (incorporated
by reference herein to Exhibit 10.37 to Form 10-Q for the
fiscal quarter ended March 31, 2000). *
10.28 Extension executed March 30, 2000 of Agreement dated
as of March 3, 2000, between Viskase Corporation and State
Street Bank and Trust Company relating to the Lease
Agreement dated as of December 18, 1990, among Viskase
Corporation (the Lessee) and State Street Bank and Trust
Company (the Lessor), as successor trustee to Fleet National
Bank formerly known as Shawmut Bank Connecticut, National
Association, formerly known as The Connecticut National Bank
as Owner Trustee under the Trust Agreement (incorporated by
reference herein to Exhibit 10.38 to Form 10-Q for the
fiscal quarter ended March 31, 2000). *
10.29 Agreement and Amendment dated as of April 13, 2000, between
Viskase Corporation (the Lessee) and State Street Bank and
Trust Company (the Lessor) as Owner Trustee under the Trust
Agreement relating to the Lease Agreement dated as of
December 18, 1990 (as amended and supplemented to the date
hereof, between the Lessee and the Lessor, as successor
trustee to Fleet National Bank formerly known as Shawmut
Bank Connecticut, National Association, formerly known as
The Connecticut National Bank (incorporated herein by
reference to Exhibit 10.39 to Form 10Q for the fiscal
quarter ended June 30, 2000). *
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
Exhibit No. Description of Exhibits Page
- -----------------------------------------------------------------------------
10.30 Letter Agreement dated June 13, 2000, from GECC re
(i) Financing Agreement dated as of June 14, 1999, among
The CIT Group/Business Credit, Inc., the lenders party
thereto and Viskase Corporation and Viskase Sales
Corporation, (ii) a Financing Agreement dated as of
June 14, 1999 among D.P. Kelly & Associates, L.P. and
Viskase, and (iii) a Financing Agreement dated as of
June 14, 1999, among the lenders party thereto and
Viskase (incorporated herein by reference to Exhibit
10.40 to Form 10Q for the fiscal quarter ended June
30, 2000). *
10.31 Letter Agreement dated June 13, 2000, from CIT Group
re Financing Agreement dated as of June 14, 1999 by and
among Viskase Corporation, Viskase Sales Corporation and
CIT Group/Business Credit, Inc., as agents for the Lenders
(incorporated herein by reference to Exhibit 10.41 to Form
10Q for the fiscal quarter ended June 30, 2000). *
10.32 Letter Agreement dated June 13, 2000, from Magten Asset
Management Corporation re that certain Financing Agreement
dated as of June 14, 1999, by and among Viskase Corporation,
Viskase Sales Corporation, and the financial institutions
that are or may from time to time become parties thereto
(incorporated herein by reference to Exhibit 10.42 to Form
10Q for the fiscal quarter ended June 30, 2000). *
10.33 Letter Agreement dated June 13, 2000, from D.P. Kelly &
Associates re that certain Financing Agreement dated as
of June 14, 1999, by and among Viskase Corporation, Viskase
Sales Corporation, and D.P. Kelly & Associates (incorporated
herein by reference to Exhibit 10.43 to Form 10Q for the
fiscal quarter ended June 30, 2000). *
10.34 Amendment No. 1 dated as of June 30, 2000, to the Letter
Agreement and Amendment dated as of April 13, 2000, between
Viskase Corporation and State Street Bank and Trust Company,
as Owner Trustee under the Trust Agreement relating to the
Lease Agreement dated as of December 18, 1990 (as amended
and supplemented to the date hereof), (incorporated herein
by reference to Exhibit 10.44 to Form 10Q for the fiscal
quarter ended June 30, 2000). *
10.35 Viskase Corporation Management Incentive Plan for Fiscal
Year 2000. + **
21.1 Subsidiaries of the registrant. **
23.1 Consent of independent accountants. **
+ Management contract or compensatory plan or arrangement.
* Previously filed by the Company, incorporated by reference.
** Filed herewith.
(d) Financial statement schedules required by Regulation S-X. F-1
--------------------------------------------------------
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
VISKASE COMPANIES, INC.
(Registrant)
By: /s/
-------------------------------
F. Edward Gustafson
Chairman, Chief Executive
Officer and President
By: /s/
-------------------------------
Gordon S. Donovan
Vice President, Chief Financial
Officer and Treasurer
Date: April 6, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on this 6th day of April 2001.
/s/ /s/
- ------------------------------- ---------------------------------
F. Edward Gustafson Gordon S. Donovan
Chairman of the Board, Chief Vice President, Chief Financial
Executive Officer and President Officer and Treasurer (Principal
(Principal Executive Officer) Financial and Accounting Officer)
/s/ /s/
- ------------------------------- ---------------------------------
Robert N. Dangremond (Director) Avram A. Glazer (Director)
/s/ /s/
- ------------------------------- ---------------------------------
Malcolm I. Glazer (Director) Gregory R. Page (Director)
VISKASE COMPANIES, INC. AND SUBSIDIARIES
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Report of independent accountants........................................... F-2
Consolidated balance sheets, December 31, 2000 and
December 31, 1999 F-3
Consolidated statements of operations, for the years ending
December 31, 2000 and December 31, 1999 and the 53 week
period ending December 31, 1998....................................... F-4
Consolidated statements of stockholders' deficit, for the
years ending December 31, 2000 and December 31, 1999
and the 53 week period ending ........................................ F-5
December 31, 1998
Consolidated statements of cash flows, for the years ending
December 31, 2000 and December 31, 1999 and for the 53 week
period ending December 31,1998........................................ F-7
Notes to consolidated financial statements............................. F-8
FINANCIAL STATEMENT SCHEDULES REQUIRED BY REGULATION S-X
Schedule II - Valuation and qualifying accounts........................ F-34
Exhibit 21.1 Subsidiaries of the registrant............................ F-35
Exhibit 23.1 Consent of independent accountants........................ F-36
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Viskase Companies, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and
of cash flows present fairly, in all material respects, the financial
position of Viskase Companies, Inc. and its subsidiaries (the "Company")
at December 31, 2000 and 1999, and the results of their operations and
their cash flows for the years ended December 31, 2000 and December 31,
1999 and the period December 26, 1997 to December 31, 1998, in
conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits
of these statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to
the financial statements, the Company does not presently anticipate that
its current cash position and operating cash flows will be sufficient to
pay the principal and accrued interest on the 10.25% Notes when they
mature. This raises substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
PricewaterhouseCoopers LLP
March 26, 2001
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2000 1999
----------- -----------
in thousands)
ASSETS
Current assets:
Cash and equivalents $55,350 $ 6,243
Restricted cash 41,038
Receivables, net 27,334 48,971
Inventories 39,405 78,672
Other current assets 23,168 14,540
------- ------
Total current assets 186,295 148,426
Property, plant and equipment,
including those under capital leases 240,110 488,369
Less accumulated depreciation
and amortization 110,845 178,122
------- -------
Property, plant and equipment, net 129,265 310,247
Deferred financing costs, net 184 3,059
Other assets 6,620 32,086
------- -------
Total Assets $322,364 $493,818
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Short-term debt including current
portion of long-term debt and
obligations under capital leases $200,676 $ 23,095
Accounts payable 15,887 35,202
Accrued liabilities 73,309 46,966
Current deferred income taxes 3,381 8,683
------- -------
Total current liabilities 293,253 113,946
Long-term debt including obligations
under capital leases 73,183 404,151
Accrued employee benefits 40,773 46,787
Deferred and noncurrent income taxes 22,552 18,376
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $.01 par value;
none outstanding
Common stock, $.01 par value;
issued and outstanding,
15,276,764 shares
at December 31, 2000 and
15,058,439 shares at
December 31, 1999 153 151
Paid in capital 137,967 137,454
Accumulated (deficit) (247,048) (229,212)
Cumulative foreign currency
translation adjustments 1,840 2,165
Unearned restricted stock issued
for future service (309)
------ -------
Total stockholders' (deficit) 107,397) (89,442)
------- -------
Total Liabilities and
Stockholders' deficit $322,364 $493,818
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
53
Years Ended Weeks Ended
------------------------- -----------
December 31, December 31, December 31,
2000 1999 1998
----------- ----------- -----------
(in thousands, except for number of shares
and per share amounts)
NET SALES $200,142 $225,767 $246,932
COSTS AND EXPENSES
Cost of sales 157,560 166,079 182,456
Selling, general and administrative 39,374 41,854 47,707
Amortization of intangibles and
excess reorganization value 2,000 2,000 6,432
Restructuring charges 94,910 119,579
------- ------- -------
OPERATING (LOSS) INCOME (93,702) 15,834 (109,242)
Interest income 2,299 375 1,531
Interest expense 45,406 44,403 50,602
Other expense, net 5,330 3,923 2,093
Patent infringement settlement income, net 46,900
------- ------- -------
(LOSS) FROM CONTINUING OPERATIONS
BEFORE TAXES (95,239) (32,117) (160,406)
Income tax provision (benefit) 728 (2,190) (12,535)
------- ------- -------
NET (LOSS) FROM CONTINUING OPERATIONS (95,967) (29,927) (147,871)
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations
net of income taxes (Note 12) 3,435 (1,831) (33,389)
Gain on sale of discontinued operations
net of income tax provision of $6,633 in 2000 68,185 39,057
and $19,556 in 1998
------- ------- -------
NET (LOSS) BEFORE EXTRAORDINARY ITEM (24,347) (31,758) (142,203)
Extraordinary gain (loss) on early extinguishment of
debt net of income tax provision (benefit) of $633
in 2000 and $(4,343) in 1998 6,511 (6,793)
------- ------- -------
NET (LOSS) (17,836) (31,758) (148,996)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments (2,730) (1,542) 973
Reclassification adjustment for losses
Included in the gain from discontinued 2,532
------- ------- -------
operations
Other comprehensive (loss) income net
of tax (198) (1,542) 973
------- ------- -------
COMPREHENSIVE (LOSS) $(18,034) $(33,300) (148,023)
======= ======= =======
WEIGHTED AVERAGE COMMON SHARES
- BASIC AND DILUTED 15,126,670 14,949,965 14,824,885
========== ========== ==========
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Cont'd)
PER SHARE AMOUNTS:
Earnings (loss) per share - basic and diluted
Continuing operations $(6.34) $(2.00) $(9.97)
DISCONTINUED OPERATIONS:
Income from discontinued operations .23 (.12) (2.25)
Gain on sale from discontinued operations 4.50 2.63
----- ----- -----
Net (loss) before extraordinary item (1.61) (2.12) (9.59)
Extraordinary gain (loss) .43 (.46)
----- ----- -----
NET (LOSS) $(1.18) $(2.12) $(10.05)
===== ===== =====
The accompanying notes are an integral part of the
consolidated financial statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Unearned
Foreign Restricted
Accumu- Currency Stock
Common Paid in lated Translation Issued For Total
Stock Capital (Deficit) Adjustment Future Service Equity (Deficit)
------ ------- --------- ---------- -------------- ---------------
(in thousands)
Balance December 25, 1997 $148 $136,183 $(48,458) $3,098 $(51) $90,920
Net (loss) (148,996) (148,996)
Issuance of Common Stock 1 532 41 574
Other comprehensive income 1,595 1,595
---- ------- ------- ------ ---- -------
Balance December 31, 1998 149 136,715 (197,454) 4,693 (10) (55,907)
Net (loss) (31,758) (31,758)
Issuance of Common Stock 2 739 10 751
Other comprehensive (loss) (2,528) (2,528)
---- ------- ------- ------ ---- -------
Balance December 31, 1999 151 137,454 (229,212) 2,165 (89,442)
Net (loss) (17,836) (17,836)
Issuance of Common Stock 2 513 (309) 206
Other comprehensive (loss) (325) (325)
---- ------- ------- ----- ---- -------
Balance December 31, 2000 $153 $137,967 (247,048) $1,840 $(309) $(107,397)
==== ======== ======== ====== ===== =========
The accompanying notes are an integral part of the consolidated financial statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
53
Years Ended Weeks Ended
------------------------ -----------
December 31 December 31, December 31,
2000 1999 1998
---------- ---------- -----------
(in thousands)
Cash flows from operating activities:
Net (Loss) $(17,836) $(31,758) $(148,996)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization under capital leases 30,427 38,672 39,519
Amortization of intangibles and excess reorganization value 4,000 5,000 11,655
Amortization of deferred financing fees and discount 4,860 3,658 1,772
Increase (decrease) in deferred and noncurrent 407 (4,989) (611)
income taxes
Foreign currency transaction loss (gain) 857 190 (15)
(Gain) loss on disposition of assets (74,541) 630 (58,562)
Bad debt provision 433 1,239 1,295
Impairment of excess reorganization value 91,169
Net property, plant and equipment write-off 55,482 41,765
Extraordinary (gain) loss on debt extinguishment (7,144) 11,136
Changes in operating assets and liabilities:
Accounts receivable 20,431 3,896) 19,587
Inventories 8,617 12,038 (15,952)
Other current assets (12,733) 233 7,571
Accounts payable and accrued liabilities (50) (13,845) (9,537)
Other 3,064 192 (10,229)
------- ------- -------
Total adjustments 34,110 39,122 130,563
------- ------- -------
Total net cash provided by (used in) operating activities 16,274 7,364 (18,433)
Cash flows from investing activities:
Capital expenditures (13,735) (27,943) (35,354)
Proceeds from disposition of assets 235,844 623 164,236
------- ------- -------
Net cash (used in) provided by investing activities 222,109 (27,320) 128,882
Cash flows from financing activities:
Issuance of common stock 206 751 574
Proceeds from revolving loan and long-term borrowings 123,776 1,475
Deferred financing costs (2,092) (5,796) (605)
Repayment of revolving loan, long-term borrowings and
capital lease obligations (153,263) (100,971) (118,173)
Discount (premium) on early extinguishment of debt 7,144 (8,927)
------- ------- -------
Net cash provided (used in) by financing activities (148,005) 17,760 (125,656)
Effect of currency exchange rate changes on cash (233) (589) (172)
------- ------ -------
Net increase (decrease) in cash and equivalents 90,145 (2,785) (15,379)
Cash and equivalents at beginning of period 6,243 9,028 24,407
------- ------- -------
Cash and equivalents 55,350 6,243 9,028
Restricted cash 41,038
------- ----- ------
Cash and equivalents and restricted cash at end of period $ 96,388 $ 6,243 $ 9,028
======== ======== =======
Supplemental cash flow information and noncash investing
and financing activities:
Interest paid $50,327 $43,190 $50,757
Income taxes paid $750 $3,531 $ 4,535
Capital lease obligations (machinery and equipment) $694 $345 $ 1,475
The accompanying notes are an integral part of the consolidated financial statements.
VISKASE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
Viskase Companies, Inc. manufactures food packaging products through its
Viskase subsidiaries. The operations of these subsidiaries are primarily in
North and South America and Europe. Viskase is a leading producer of
cellulosic casings used in preparing and packaging processed meat products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of presentation
Viskase Companies, Inc. and its subsidiaries (the Company) adopted a calendar
year ending in 1999. The Company had previously adopted a 52/53 week fiscal
year ending on the last Thursday of December in 1990.
(B) Principles of consolidation
The consolidated financial statements include the accounts of the Company.
Intercompany accounts and transactions have been eliminated in consolidation.
(C) Reclassification
Reclassifications have been made to the prior years' financial statements to
conform to the 2000 presentation.
(D) Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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 dates
of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
(E) Cash equivalents (dollars in thousands)
For purposes of the statement of cash flows, the Company considers cash
equivalents to consist of all highly liquid debt investments purchased with
an initial maturity of approximately three months or less. Due to the short-
term nature of these instruments, the carrying values approximate the fair
market value. Cash equivalents include $47,902 and $1,571 of short-term
investments at December 31, 2000 and December 31, 1999, respectively.
Pursuant to the Films Business sale Purchase Agreement, two escrow accounts
were established. These escrow accounts are classified as restricted cash.
The $1,016 escrow account is restricted pending the final approval of the
purchase price adjustment pursuant to the Purchase Agreement and the $31,089
escrow account is restricted pending government approval of funds transfer
from the Brazilian portion of the Films Business sale. The remaining $8,933
of restricted cash is collateral for outstanding letters of credit under the
Senior Revolving Credit Facility.
(F) Inventories
Domestic inventories are valued primarily at the lower of last-in, first-out
(LIFO) cost or market. Remaining amounts, primarily foreign, are valued at
the lower of first-in, first-out (FIFO) cost or market.
(G) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated
depreciation. Property and equipment additions include acquisition of
property and equipment and costs incurred for computer software purchased for
internal use including related external direct costs of materials and
services and payroll costs for employees directly associated with the
project. Depreciation is computed on the straight-line method over the
estimated useful lives of the assets ranging from 2 to 32 years. Upon
retirement or other disposition, cost and related accumulated depreciation
are removed from the accounts, and any gain or loss is included in results of
operations.
(H) Deferred financing costs
Deferred financing costs are amortized on a straight-line basis over the
expected term of the related debt agreement. Amortization of deferred
financing costs is classified as interest expense.
(I) Patents
Patents are amortized on the straight-line method over an estimated average
useful life of ten years.
Patent defense costs are capitalized. Patent defense costs of $7.85 million
were written off at the time of the Patent Infringement Settlement (See Note
6).
(J) Excess reorganization value, net
Excess reorganization value is amortized on the straight-line method over 15
years. During 1998, based on an evaluation of long-lived assets, the Company
wrote off the balance of $91.2 million for the excess reorganization value.
(K) Long-lived assets
The Company continues to evaluate the recoverability of long-lived assets
including property, plant and equipment and patents. Impairments are
recognized when the expected undiscounted future operating cash flows derived
from long-lived assets are less than their carrying value. If impairment is
identified, valuation techniques deemed appropriate under the particular
circumstances will be used to determine the asset's fair value. The loss will
be measured based on the excess of carrying value over the determined fair
value. The review for impairment is performed at least once a year.
(L) Accounts Payable
The Company's cash management system provides for the daily replenishment of
its bank accounts for check-clearing requirements. The outstanding check
balances of $2.1 million and $6.9 million at December 31, 2000 and December
31, 1999, respectively, are not deducted from cash but are reflected in
accounts payable in the consolidated balance sheets.
(M) Pensions and other postretirement benefits
The North American operations of Viskase and the Company's operations in
Europe have defined benefit retirement plans covering substantially all
salaried and full time hourly employees. Pension cost is computed using the
projected unit credit method. The Company's funding policy is consistent
with funding requirements of the applicable federal and foreign laws and
regulations.
The North American operations of Viskase have postretirement health care and
life insurance benefits.
(N) Income taxes
Income taxes are accounted for in accordance with SFAS No. 109. Tax
provisions and benefits are recorded at statutory rates for taxable items
included in the consolidated statements of operations regardless of the
period for which such items are reported for tax purposes. Deferred income
taxes are recognized for temporary differences between financial statement
and income tax bases of assets and liabilities.
(O) Net (loss) per share
Net (loss) per share of common stock is based upon the weighted average
number of shares of common stock outstanding during the year. No effect has
been given to options outstanding under the Company's stock option plan as
their effect is anti-dilutive.
(P) Other comprehensive income
During 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive
Income," which requires the Company to disclose comprehensive income in
addition to net income. Comprehensive income includes all other non-
shareholder changes in equity. As of December 31, 2000, all such changes in
equity resulted from changes in foreign currency translation adjustments and
a reclassification adjustment included in the gain on discontinued
operations.
(Q) Revenue recognition
Sales to customers are recorded at the time of shipment which is F.O.B.
shipping point, net of discounts and allowances. The Company records all
related shipping and handling costs as a component of cost of goods sold.
(R) Foreign currency contracts
From time to time, the Company uses foreign exchange forward contracts to
hedge some of its non-functional currency receivables and payables that are
denominated in major currencies that can be traded on open markets. This
strategy is used to reduce the overall exposure to the effects of currency
fluctuations on cash flows. The Company's policy is not to speculate in
financial instruments.
Receivables and payables which are denominated in non-functional currencies
are translated to the functional currency at month end and the resulting gain
or loss is taken to other income and expense on the statement of operations.
Gains and losses on hedges of receivables and payables are marked to market.
The result is recognized in other expense, net on the statements of
operations.
(S) Stock-based compensation
SFAS No. 123, "Accounting for Stock-Based Compensation," encourages, but does
not require, companies to recognize compensation expense for grants of stock,
stock options and other equity instruments to employees based on new fair
value accounting rules. Although expense recognition for employee stock-based
compensation is not mandatory, SFAS 123 requires companies that choose not to
adopt the new fair value accounting to disclose pro forma net income and
earnings per share under the new method. The Company has not adopted fair
value accounting, and, accordingly, no compensation cost has been recognized
for employee stock-based compensation. The Company has complied with the
disclosure requirements of SFAS 123 (refer to Note 18).
(T) Accounting standards
In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities - a replacement of FASB Statement
No. 125" ("Statement 140"). Statement 140 revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures. This statement is effective for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. Management believes that
adoption of Statement 140 will not have a material effect on the Company's
financial statements.
SFAS No.133, "Accounting for Derivative Instruments and Hedging Activities,"
as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133" and
SFAS No. 138, "Accounting for Certain Hedging Activities" is effective for the
Company as of January 1, 2001. It requires recognition of all derivative
instruments as either assets or liabilities in the balance sheet and the
measurement of those instruments at fair value. The adoption of SFAS No.
133 will not have a significant effect on the Company's financial statements.
3. RECEIVABLES (dollars in thousands)
Receivables consisted primarily of trade accounts receivable and were net of
allowances for doubtful accounts of $1,675 and $1,642 at December 31, 2000
and December 31, 1999, respectively.
Viskase Companies, Inc. has a broad base of customers, with no single
customer accounting for more than 9% of sales.
4. INVENTORIES (dollars in thousands)
Inventories consisted of:
2000 1999
---- ----
Raw materials $ 2,867 $10,361
Work in process 17,827 31,039
Finished products 18,711 37,272
------- ------
$39,405 $78,672
Approximately 56% and 60% of the Company's inventories at December 31, 2000,
and December 31, 1999, respectively, were valued at LIFO. These LIFO values
exceeded current manufacturing cost by approximately $4,521 and $7,100 at
December 31, 2000, and December 31, 1999, respectively. Inventories were net
of reserves for obsolete and slow moving inventory of $5,029 and $4,110 at
December 31, 2000, and December 31, 1999, respectively.
5. PROPERTY, PLANT AND EQUIPMENT (dollars in thousands)
2000 1999
---- ----
Property, plant and equipment:
Land and improvements $ 4,925 $ 7,284
Buildings and improvements 32,159 53,818
Machinery and equipment 109,490 290,544
Construction in progress 4,599 47,786
Capital leases:
Machinery and equipment 88,937 88,937
-------- -------
$240,110 $488,369
Capitalized interest in 2000, 1999, and 1998 is $443, $3,206, and $2,425,
respectively. Maintenance and repairs charged to costs and expenses for
2000, 1999, and 1998, aggregated $22,836, $25,070, and $30,096, respectively.
Depreciation is computed on the straight-line method over the estimated
useful lives of the assets. Estimated useful lives of land and improvements
range from 15 to 30 years; building and improvements range from 10 to 32
years; and machinery and equipment, including capital leases, range from 2
to 15 years.
6. OTHER ASSETS (dollars in thousands)
Other assets were comprised of:
2000 1999
---- ----
Patents $20,000 $50,000
Less accumulated amortization 14,000 30,000
Patents, net 6,000 20,000
Other 620 12,086
------- -------
$ 6,620 $32,086
Patents are amortized on the straight-line method over an estimated average
useful life of ten years. Capitalized patent defense costs totaling $7,850
were recognized as patent infringement expenses during the third quarter of
2000 in connection with the partial settlement of the ANC patent litigation.
7. ACCRUED LIABILITIES (dollars in thousands)
Accrued liabilities were comprised of:
2000 1999
---- ----
Compensation and employee benefits $19,715 $23,922
Taxes 8,255 3,054
Accrued volume and sales discounts 2,097 7,755
Restructuring (see Note 11) 27,138
Other 16,104 12,235
------- -------
$73,309 $46,966
8. DEBT OBLIGATIONS (dollars in thousands)
Outstanding short-term and long-term debt consisted of:
December December
31, 2000 31, 1999
-------- --------
Short-term debt, current maturity of long-term
debt and capital lease obligations:
Senior Term Facility $ 7,144
Current maturity of Viskase Capital
Lease Obligation $ 8,750 14,377
Current maturity of Viskase Limited
Term Loan (3.2%) 753
10.25% Senior Notes due 2001 191,703
Other 223 821
-------- ------
Total short-term debt $200,676 $23,095
======== =======
Long-term debt:
Senior Revolving Credit Facility $ 8,551
Senior Term Facility 42,856
Junior Term Facility 35,000
10.25% Senior Notes due 2001 219,262
Viskase Capital Lease Obligation 72,854 97,466
Other 329 1,016
------ -------
Total long-term debt $73,183 $404,151
======= ========
Senior Secured Credit Facility/Junior Term Loans
In June 1999, Viskase Corporation and Viskase Sales Corporation entered into
two-year secured credit agreements consisting of a $50 million senior term
facility (Senior Term Facility), a $50 million senior revolving credit
facility, including a $26 million sublimit for issuance of letters of credit
(Senior Revolving Credit Facility), collectively the "Senior Secured Credit
Facility", and $35 million of junior secured term loans (Junior Term Loans).
The Senior Secured Credit Facility has a maturity date of June 30, 2001. The
Company used proceeds from the sale of Films Business to repay $56.1 million
outstanding under the Senior Secured Credit Facility and $35 million of
Junior Term Loans and to make a $47 million payment under the GECC Lease
consisting of $30.2 million of principal and $16.8 million of interest.
Currently, letters of credit in the amount of $25.3 million remain
outstanding under the Senior Revolving Credit Facility. The Company
anticipates it will enter into a new revolving credit facility to meet its
working capital and letter of credit requirements.
The Senior Secured Credit Facility is guaranteed by Viskase Companies, Inc.
and Viskase Holding Corporation and is collateralized by a collateral pool
(Collateral Pool) comprised of: (i) all domestic accounts receivable
(including intercompany receivables) and inventory; (ii) all patents,
trademarks and other intellectual property and intangible assets; (iii)
substantially all domestic fixed assets (other than assets subject to a lease
agreement with General Electric Capital Corporation); and (iv) a senior
pledge of 100% of the capital stock of Viskase Companies, Inc.'s significant
domestic subsidiaries and 65% of the capital stock of Viskase Europe Limited
and Viskase Brazil.
Borrowings under the Senior Revolving Credit Facility bear interest either at
the bank's prime interest rate plus a margin of 75 basis points or the London
Interbank Offered Rate (LIBOR) plus a margin of 275 basis points. The Senior
Term Facility bears interest at either the bank's prime interest rate plus a
margin of 125 basis points or LIBOR plus a margin of 325 basis points.
Fees on the outstanding amount of standby letters of credit are 2.25% per
annum, with an issuance fee of 0.5% on the face amount of the letter of
credit. The unused commitment fee for the Senior Revolving Credit Facility is
0.5% per annum.
The $35 million Junior Term Loans bear interest at an initial rate of 14% per
annum, and increase .5% every six months thereafter, and mature on June 30,
2001.
The Senior Term Facility and Junior Term Loans were paid in full in August
2000.
The Company's Senior Secured Credit Facility contains a number of financial
covenants that, among other things, require the maintenance of a minimum
level of tangible net worth, a minimum fixed charge coverage ratio and a
minimum leverage ratio of total liabilities to EBITDA and a limitation on
capital expenditures.
As of December 31, 2000, the Company received an amendment and waiver under
the Company's Senior Secured Credit Facility. The Company determined that,
as of December 31, 2000, without the amendment and waiver, it would not have
been in compliance with the fixed charge, leverage ratio and tangible net
worth and leverage ratio covenants. The Company will need to obtain
additional debt covenant waivers in future quarters due to the effect of the
Films Business sale.
The Company finances its working capital needs through a combination of
internally generated cash from operations and borrowings under its $50
million Senior Revolving Credit Facility entered into in June 1999. The
availability of funds under the Senior Revolving Credit Facility is subject
to the Company's compliance with certain covenants, borrowing base
limitations measured by accounts receivable and inventory of the Company, and
reserves that may be established at the discretion of the lenders. There are
no borrowings outstanding under the Senior Revolving Credit Facility at
December 31, 2000.
GECC
- ----
On December 28, 1990, Viskase and GECC entered into a sale and leaseback
transaction. The sale and leaseback of assets included the production and
finishing equipment at Viskase's four domestic casing production and
finishing facilities. The facilities are located in Chicago, Illinois;
Loudon, Tennessee; Osceola, Arkansas and Kentland, Indiana. Viskase, as the
Lessee under the relevant agreements, will continue to operate the facilities
in Loudon, Tennessee; Osceola, Arkansas and Kentland, Indiana. The Chicago
facility has been written down to net realizable value due to business
conditions leading to the Viskase plan of restructuring (see Note 11). Sales
proceeds on the sale-leaseback transaction were $171.5 million; proceeds were
used to repay approximately $154 million of bank debt and a $15 million
convertible note outstanding at the time. The lease has been accounted for as
a capital lease.
The principal terms of the sale and leaseback transaction include: (a) a 15-
year basic lease term (plus selected renewals at Viskase's option); (b)
annual rent payments in advance beginning in February 1991; and (c) a fixed
price purchase option at the end of the basic 15-year term and fair market
purchase options at the end of the basic term and each renewal term. Further,
the Lease Documents contain covenants requiring maintenance by the Company of
certain financial ratios and restricting the Company's ability to pay
dividends, make payments to affiliates, make investments and incur
indebtedness.
The Company entered into an Agreement dated March 3, 2000, amended March 9,
2000, March 23, 2000 and March 30, 2000, that extended the grace period for
the payment of its February 28, 2000 annual GECC lease payment in the amount
of $23.5 million. On April 13, 2000 the Company entered into an Agreement and
Amendment that extended the payment date to June 30, 2000 and waived the
noncompliance of the Fixed Charge Coverage Ratio for the quarter ended
December 31, 1999 and March 31, 2000. The June 30, 2000 payment extension
date was subsequently modified to September 26, 2000 under an Agreement dated
June 13, 2000.
Under the terms of the April 13, 2000 Agreement and Amendment with GECC, the
Company agreed to amend the amortization schedule of annual lease payments,
maintain a letter of credit in the amount of $23.5 million at all times,
limit additional borrowings and provide a subordinated security interest
collateralized by the Collateral Pool. Holders of the Senior Secured Credit
Facility and the Junior Term Loans consented to the payment extensions and
the subordinated security interest granted to GECC. The revised amortization
schedule is presented below:
November 1, 2001 $11,750
February 28, 2002 11,749
February 28, 2003 23,499
February 28, 2004 23,499
February 28, 2005 23,500
The following is a schedule of minimum future lease payments under the GECC
capital lease obligations together with the present value of the net minimum
lease payments as of December 31, 2000.
Year ending December
2001 $11,750
2002 11,749
2003 23,499
2004 23,499
2005 23,500
------
Net minimum lease payments 93,997
Less: Amount representing interest (12,393)
------
$81,604
=======
10.25% Notes
- ------------
The 10.25% Notes were issued pursuant to an Indenture dated as of December
31, 1993 (10.25% Note Indenture) between Viskase Companies, Inc. and Bankers
Trust Company, as Trustee. The 10.25% Notes are the unsecured senior
obligations of Viskase Companies, Inc., bear interest at the rate of 10.25%
per annum, payable on each June 1 and December 1, and mature on December 1,
2001. The 10.25% Notes are redeemable, in whole or from time to time in part,
at the option of Viskase Companies, Inc., at par, effective January 1, 2000,
of the principal amount specified plus accrued and unpaid interest to the
redemption date.
The 10.25% Note Indenture contains covenants with respect to Viskase
Companies, Inc. and its subsidiaries limiting (subject to a number of
important qualifications), among other things, (i) the ability to pay
dividends on or redeem or repurchase capital stock, (ii) the incurrence of
indebtedness, (iii) certain affiliate transactions and (iv) the ability of
the Company to consolidate with or merge with or into another entity or to
dispose of substantially all its assets.
The Company has from time to time purchased 10.25% Notes in open market or
privately negotiated transactions, with the effect that as of December 31,
2000 there was $191.7 million principal amount of 10.25% Notes outstanding,
net of repurchase. The Company recognized a $7.1 million gain on the
repurchase of the 10.25% Notes at December 31, 2000. As of March 7, 2001,
there is $163.2 million principal amount of 10.25% Notes outstanding. The
Company does not presently anticipate that its current cash position and
operating cash flows will be sufficient to pay the principal and accrued
interest on the 10.25% Notes when they mature. In addition, the Company's
payment obligations on the GECC lease remain substantial and the Senior
Secured Credit Facility expires in June 2001. Accordingly, the Company is
evaluating the strategic alternatives available to it with respect to its
capital structure in general and the treatment of the 10.25% Notes between
the date hereof and the date of their maturity. These alternatives could
include public offerings or private placements of debt and/or equity
securities, an exchange offer for the 10.25% Notes or other restructuring of
the Company's indebtedness, the Company's entering into a new senior credit
facility or the sale of the Company or its assets. There can be no
assurance that any such transaction will be concluded or that any such
additional financing will be available to the Company or that any such
transaction or financing can be done on terms favorable to the Company's
stockholders or creditors. Failure by the Company to refinance or restructure
its obligations with respect to the 10.25% Notes would have a material
adverse effect on the Company's results of operations and financial condition.
12% Senior Secured Notes
- ------------------------
On August 24, 1998, the Company redeemed $105,000 of the aggregate principal
amount of its 12% Senior Secured Notes using proceeds from the Clear Shield
National, Inc. (Clear Shield) divestiture. The notes were redeemed at
approximately 108.5% of principal amount, plus accrued interest to the date
of redemption. The Company recognized an extraordinary after-tax loss of $6.8
million on the partial redemption of its 12% Senior Secured Notes. The
extraordinary loss is comprised of $8.9 million of yield maintenance premiums
and $2,200 write-off of deferred debt issuance costs, net of a $4.3 million
income tax benefit.
Other
- -----
The fair value of the Company's debt obligation (excluding capital lease
obligations) is estimated based upon the quoted market prices for the same or
similar issues or on the current rates offered to the Company for the debt of
the same remaining maturities. At December 31, 2000, the carrying amount and
estimated fair value of debt obligations (excluding capital lease
obligations) were $191,766 and $138,089, respectively.
The average interest rate on short-term borrowing during 2000 was 9.3%.
Aggregate maturities of remaining long-term debt for each of the next five
years are:
Total
------
2001 $200,676
2002 8,902
2003 19,419
2004 21,300
2005 23,500
Thereafter 62
-------
$273,859
========
9. OPERATING LEASES (dollars in thousands)
The Company has operating lease agreements for machinery, equipment and
facilities. The majority of the facilities leases require the Company to pay
maintenance, insurance and real estate taxes.
Future minimum lease payments for operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of December
31, 2000, are:
2001 $1,016
2002 653
2003 455
2004 388
2005 324
Total thereafter 73
Total minimum lease payments $2,909
Total rent expense during 2000, 1999, and 1998 amounted to $2,122, $2,561,
and $3,497, respectively.
10. RETIREMENT PLANS
The Company and its subsidiaries have defined contribution and defined
benefit plans varying by country and subsidiary.
At December 31, 2000, the North American operations of Viskase maintained
several non-contributory defined benefit retirement plans. The Viskase
plans cover substantially all salaried and full-time hourly employees, and
benefits are based on final average compensation and years of credited
service. The Company's policy is to fund the minimum actuarially computed
annual contribution required under the Employee Retirement Income Security
Act of 1974 (ERISA).
As of the Viskase acquisition date, the former owner assumed the liability
for the accumulated benefit obligation under its plans. The effect of
expected future compensation increases on benefits accrued is recorded as a
liability on the Company's consolidated balance sheets.
PENSIONS AND OTHER POSTRETIREMENT BENEFITS PLANS - NORTH AMERICA (dollars in thousands):
Pension Benefits Other Benefits
----------------- ---------------
2000 1999 2000 1999
CHANGE IN BENEFIT OBLIGATION
Projected benefit obligation at beginning of year $108,239 $103,334 $41,866 $33,143
Adjustment to actual (10,492) (354) (3,139)
Service cost 2,888 3,574 971 1,026
Interest cost 7,347 6,799 3,106 2,640
Actuarial losses (gain) 2,772 (824) 5,100 6,546
Benefits paid (5,814) (4,545) (1,361) (1,609)
Effect of special termination benefits 4,732
Effect of settlement/curtailments (5,849) 5,059)
Translation (182) 255 (80) 120
------ ------ ----- -------
Estimated benefit obligation at end of year $103,641 $108,239 $41,404 $41,866
======== ======== ======= =======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $92,413 $76,901
Adjustment to actual (1,317) 4,531
Actual return on plan assets 3,671 7,447
Employer contribution 9,939 7,763 $1,361 $ 1,609
Benefits paid (5,814) (4,545) (1,361) (1,609)
Translation (205) 316
------ -------- ------- -------
Estimated fair value of plan assets at end of year $98,687 $92,413 $ 0 $ 0
======= ======= ======= =======
RECONCILIATION OF (ACCRUED), AT YEAR END
Funded status $(4,954) $(15,826) $(41,404) $(41,866)
Unrecognized actuarial (gain) loss (370) 153
Unrecognized net pension obligation 231
Unrecognized net (gain) loss (3,673) (1,720) 3,796 7,763
Unrecognized prior service cost 566 801 386
Translation _______ (10) ______ 14
------ ------ ------ -------
(Accrued) benefit cost $(8,061) $(16,894) $(37,608) $(33,550)
======= ======= ======== =======
The change in benefit obligation and change in plan
assets ending balances are based on estimates and
are retroactively adjusted to actual.
WEIGHTED AVERAGE ASSUMPTIONS
AS OF END OF YEAR
Discount rate 7.50% 6.79% 7.46% 6.78%
Expected return on plan assets 9.00% 8.90%
Rate of compensation increase 4.25% 4.27%
For measurement purposes, a 8.5% and 12% annual rate of increase in the per
capita cost of covered health care benefits was assumed in 2001 for the U.S.
and Canadian plans, respectively. The rates were assumed to decrease
gradually to 6.5% and 5.0% in 2004 and remain at that level thereafter for
the U.S. and Canadian plans, respectively.
Pension Benefits Other Benefits
---------------- ---------------
2000 1999 2000 1999
---- ---- ---- ----
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost $2,888 $3,575 $ 971 $1,026
Interest cost 7,347 6,799 3,106 2,640
Expected return on plan assets (8,541) (7,462)
Amortization of net pension obligation 33 44
Amortization of prior service cost 126 95 53 70
Amortization of actuarial (gain) loss (119) (7) 443 407
Net periodic benefit cost 1,734 3,044 4,573 4,143
FAS No. 88 curtailment (gain) loss (950) 597
----- ----- ----- -----
Total net periodic benefit cost $ 784 $3,044 $5,170 $4,143
====== ====== ====== ======
Assumed healthcare cost trend rates have a significant effect on the amounts
reported for healthcare plans. A one-percentage point change in assumed
healthcare cost trend rates would have the following effects:
Effect of 1% change in medical trend cost
Based on a 1% increase
Change in accumulated postretirement benefit obligation $1,642
Change in service cost and interest 148
Based on a 1% decrease
Change in accumulated postretirement benefit obligation $(1,894)
Change in service cost and interest (175)
SAVINGS PLANS (dollars in thousands):
The Company also has defined contribution savings and similar plans, which
vary by subsidiary, and, accordingly, are available to substantially all
full-time United States employees not covered by collective bargaining
agreements. The Save Plans allow employees to choose among various investment
alternatives, including Viskase Companies, Inc. common stock. The Company's
aggregate contributions to these plans are based on eligible employee
contributions and certain other factors. The Company expense for these plans
was $1,158, $1,348, and $1,587, in 2000, 1999, and 1998, respectively.
INTERNATIONAL PLANS (dollars in thousands):
The Company maintains various pension and statutory separation pay plans for
its European employees. The expense for these plans in 2000, 1999, and 1998
was $202, $1,402, and $1,431, respectively. As of their most recent valuation
dates, in plans where vested benefits exceeded plan assets, the actuarially
computed value of vested benefits exceeded those plans' assets by
approximately $1,887; conversely, plan assets exceeded the vested benefits in
certain other plans by approximately $491.
EMPLOYEE RELATIONS
The Company maintains productive and amicable relationships with its 1,500
employees worldwide. One of Viskase's domestic plants, located in Loudon,
Tennessee, is unionized, and all of its European plants have unions.
Employees at the Company's European plants are unionized with negotiations
occurring at both local and national levels. Based on past experience and
current conditions, the Company does not expect a protracted work stoppage
to occur stemming from union activities; however, national events outside of
the Company's control may give rise to such risk. From time to time union
organization efforts have occurred at other individual plant locations.
Unions represent a total of approximately 32% of Viskase's 1,500 employees.
As of December 31, 2000, approximately 200 of the Company's employees are
covered by collective bargaining agreements that will expire within one
year.
11. RESTRUCTURING CHARGES
During 2000, the Company committed to a restructuring plan to re-focus its
remaining business. The Company wrote down $55.8 million of building and
equipment to Net Realizable Value. The restructuring actions, which will
reduce the Company's fixed cost structure, resulted in a before tax charge
to continuing operations of $94.9 million consisting of:
Employee costs $13.4
Write-down of building and equipment 13.4
Nucel(r) building and equipment 42.4
Nucel(r) other 24.2
Decommissioning 2.3
Reversal of excess reserve (.8)
-----
Restructuring charge $94.9
=====
In 2000, cash payments were $5.2 million. A remaining restructuring reserve
of $27.1 million is included in Accrued Liabilities on the Balance Sheet.
Approximately 15% of the Company's worldwide workforce was laid off due to
the restructuring plan.
During the third quarter of 1998, due to the business conditions leading to
the Viskase plan of restructuring, the Company evaluated the recoverability
of long-lived assets including property, plant and equipment, patents and
excess reorganization on a consolidated basis. Based upon the analysis, the
Company recognized an impairment because the estimated consolidated
undiscounted future cash flows derived from long-lived assets were
determined to be less than their carrying value. The amount of the impairment
was calculated using the present value of the Company's estimated future net
cash flows to determine the assets' fair value. Based on this analysis, an
impairment charge of $91.2 million for excess reorganization and $4.3
million for the write-down of the Chicago facility was taken. In addition,
the Viskase plan of restructuring included charges for the decommissioning
of the Chicago plant and the decommissioning of some of its foreign
operations.
During 2000, and 1999, cash payments against the 1998 reserve were $10.6,
and $2.7 million, respectively. A remaining restructuring reserve of
approximately $.2 million is included in accrued liabilities on the balance
sheet. In 2000, an amount of $.8 million identified as an excess reserve
was released and offset against the 2000 restructuring charges.
12. DISCONTINUED OPERATIONS (dollars in thousands)
On January 17, 2000, the Company's Board of Directors announced its intent to
sell the Company's plastic barrier and non-barrier shrink Films Business. The
sale of the Films Business was completed on August 31, 2000. The aggregate
purchase price of $245 million, subject to a working capital adjustment,
which could result in additional amounts realized, was used to retire debt,
including the Senior Secured Credit Facility and Junior Term Loans, pay GECC
per the amended amortization schedule, and for general corporate purposes.
The Company recognized a net gain in the amount of $68.2 million in 2000
results. The business sold includes production facilities in the United
States, United Kingdom, and Brazil. In conjunction with the sale of the Films
Business, the Company shut down its oriented polypropylene (OPP) films
business located in Newton Aycliffe, England and the films operation in
Canada; the costs of these are included in the business discontinuance.
On June 8, 1998, the Company's Board of Directors approved the sale of two of
the Company's subsidiaries, Clear Shield and Sandusky. The sale of Sandusky
and Clear Shield was completed on June 11, 1998 and July 23, 1998,
respectively.
The operating results of the Films Business, Clear Shield, and Sandusky
have been segregated from continuing operations and reported as a
separate line item on the income statement under the heading Discontinued
Operations.
Operating results from discontinued operations for 2000, 1999 and 1998 are:
53 Weeks
Years Ended Ending
------------------------- --------
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Net sales $110,017 $159,886 $224,554
Costs and expenses
Cost of sales 83,502 127,075 176,267
Selling, general and administrative 19,096 29,210 45,909
Amortization of intangibles and
excess reorganization value 2,000 3,000 6,086
Unusual charge 30,490
------ ------- -------
Operating income (loss) 5,419 601 (34,198)
Interest income 19 175
Interest expense 98 154 812
Other expense (income), net 1,608 3,321 (785)
------- ------ -----
Income (loss) from discontinued
operations before taxes 3,732 (2,699) (34,225)
Income tax provision (benefit) 297 (868) (836)
------- ------ -------
Net income (loss) from discontinued
operations $ 3,435 $ (1,831) $ (33,389)
======== ======== ========
The net assets of the films segment
included in the accompanying Balance
Sheet as of December 31, 1999 consisted
of the following:
December 31, 1999
-----------------
Accounts receivable, net $ 19,537
Inventories 33,965
Other current assets 4,156
-------
Total current assets 57,658
Property, plant and equipment, net 110,657
Long-term assets 12,459
-------
Total assets 180,774
Accounts payable and other
current liabilities 28,396
Short-term debt 1,016
------
Total current liabilities 29,412
Long-term debt and lease obligations 465
Deferred and noncurrent income taxes 5,762
------
Total liabilities 35,639
Net Assets $145,135
========
13. INCOME TAXES (dollars in thousands)
2000 1999 1998
---- ---- ----
Pre-tax income from continuing operations
consisted of:
Domestic $(70,065) $(29,232) $(153,145)
Foreign (25,174) (2,885) (7,261)
------- ------- -------
Total $(95,239) $(32,117) $(160,406)
======= ======== ========
The provision (benefit) for income taxes from continuing operations
consisted of:
2000 1999 1998
---- ---- ----
Current:
Federal $ $ $
Foreign 728 5,090 2,401
State 150
------ ------ ------
Total current 728 5,090 2,551
Deferred:
Federal (2,774) (14,929)
Foreign (4,898) 723
State (476) (2,349)
------ ------ -----
Total deferred (8,148) (16,555)
------ ------ ------
Total $728 $(3,058) $(14,004)
====== ====== ======
The total provision (benefit) for income taxes was allocated to the
following categories:
2000 1999 1998
---- ---- ----
Continuing operations $728 $(2,190) $(12,535)
Income (loss) from discontinued operations 297 (868) (836)
Gain on sale of discontinued operations 6,633 19,556
Extraordinary gain (loss) 633 (4,343)
------ ----- ------
Total income tax provision (benefit) 8,291 $(3,058) $ 1,842
===== ====== ======
A reconciliation from the statutory federal tax rate to the effective tax
rate for continuing operations follows:
2000 1999 1998
---- ---- ----
Statutory federal tax rate 35.00% 35.00% 35.00%
Increase (decrease) in tax rate due to:
State and local taxes net of
related federal tax benefit . .89 1.73
Net effect of taxes relating to
foreign operations (10.02) (6.73) (9.31)
Intangibles amortization (9.39)
Reversal of overaccrued taxes (25.74) 7.97 1.77
Valuation allowance changes and other (28.35) (12.64)
----- ----- -----
Effective tax rate from continuing
operations (.76)% 8.78% 7.16%
==== ==== ====
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities for 2000 and 1999 are as
follows:
Year 2000
-------------------------------------------
Temporary Difference Tax Effected
-------------------- ------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------- ----------- ------------ ------------
Depreciation basis differences $85,622 $33,393
Inventory basis differences 8,684 3,387
Intangible basis differences 6,000 2,340
Lease transaction $81,604 $31,826
Pension and healthcare 48,971 19,099
Employee benefits accruals 6,390 2,492
AMT carryover 15,300 5,967
2000 restructuring reserve 74,041 28,876
Other accruals and reserves 15 5
Foreign exchange and other 24,047 9,378
Valuation allowances 168,462 65,700
------- ------- ------- -------
$226,321 $292,815 $88,265 $114,198
======== ======== ======= ========
Year 1999
--------------------------------------------------
Temporary Difference Tax Effected
-------------------- ------------
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
------------ ----------- -------- ----------
Depreciation basis differences $147,091 $ 57,366
Inventory basis differences 27,877 10,872
Intangible basis differences 20,000 7,800
Lease transaction $111,842 $43,618
Pension and healthcare 52,160 20,342
Employee benefits accruals 8,674 3,383
Loss and other carryforwards 139,640 54,460
Other accruals and reserves 15 6
Foreign exchange and other 49,628 19,355
Valuation allowances 137,117 53,475
-------- ------- ------- -------
$312,331 $381,713 $121,809 $148,868
======== ======== ======== ========
At December 31, 2000 and December 31, 1999, the Company had $(48,973) and
$4,273 , respectively, of undistributed earnings of foreign subsidiaries
considered permanently invested for which deferred taxes have not been
provided.
At December 31, 2000, the Company had federal income tax net operating loss
carryforwards of approximately $140.0 million which had been substantially
offset by a valuation allowance. The Company utilized such net operating
loss carryforwards against income from discontinued operations and the
extraordinary item during the year ended December 31, 2000. The tax benefits
associated with the utilization of such net operating loss carryforwards were
allocated to the tax provisions for discontinued operations and the
extraordinary item. In addition, at December 31, 2000 and December 31, 1999,
the Company had alternative minimum tax credit carryforwards of $6.0 million
and $3.9 million, respectively. Alternative minimum tax credits have an
indefinite carryforward period. Significant limitations on the utilization of
the net operating loss carryforwards and the alternative minimum tax credit
carryforwards exist under federal income tax rules. Domestic (losses) from
continuing operations, and before income taxes were approximately $(70,065),
$(28,670), and $(104,016), in 2000, 1999, and 1998, respectively. Foreign
earnings or (losses) from continuing operations before income taxes were
approximately $(25,174), $(6,146), and $(43,138), in 2000, 1999, and 1998,
respectively.
The Company joins in filing a United States consolidated federal income tax
return including all of its domestic subsidiaries.
14. COMMITMENTS
As of December 31, 2000, the Company had capital expenditure commitments
outstanding of approximately $1.5 million.
15. CONTINGENCIES
In late 1993, Viskase commenced a legal action against American National
Can Company (ANC) in Federal District Court for the Northern District of
Illinois, Eastern Division, 93C7651 (the "ANC Litigation"). Viskase claimed
that ANC's use of two different very low density polyethylene plastic
resins in the manufacture of ANC's multi-layer barrier shrink film products
was infringing various Viskase patents relating to multi-layer barrier
plastic films used for fresh red meat, processed meat and poultry product
applications. In November 1996, after a three-week trial, a jury found that
ANC had willfully infringed Viskase's patents and awarded Viskase $102.4
million in compensatory damages. The Court also entered an order
permanently enjoining ANC from making or selling infringing products.
In September 1997, the Court set aside the jury verdict in part and ordered
a retrial on certain issues. The Court upheld the jury finding on the
validity of all of Viskase's patents and the jury finding that ANC had
willfully infringed Viskase's patents by ANC's use of Dow Chemical Company's
"Attane" brand polyethylene plastic resin in ANC's products. However, the
Court ordered a new trial on the issue of whether ANC's use of Dow Chemical
Company's "Affinity" brand polyethylene plastic resin infringed Viskase's
patents and whether such conduct was willful. Because the jury rendered
one general damage verdict, the Court ordered a retrial of all damage issues.
By operation of the Court's order, the injunction in respect of ANC's future
use of the "Affinity" brand resin was removed.
On August 19, 1998, the Court granted Viskase's motion for partial summary
judgment finding that ANC's use of the "Affinity" brand resin infringed
Viskase's patents. The Court also reinstated the permanent injunction.
Viskase filed a motion to have the jury verdict as to compensatory damages
reinstated. ANC filed a motion to dismiss the lawsuit claiming that Viskase's
patents are invalid and Viskase failed to join an indispensable party to the
lawsuit. On May 10, 1999, the Court granted Viskase's motion to have the jury
verdict as to the compensatory damages reinstated. In May and June 1999, the
parties briefed the issue of enhanced damages and on July 2, 1999, the Court
awarded Viskase total damages of $164.9 million. ANC filed a motion for
reconsideration which was denied.
On May 3, 1999, ANC commenced legal action in the Federal District Court for
the Northern District of Illinois seeking declaratory relief that one of the
litigated patents is invalid. ANC also filed a motion to consolidate the
declaratory action with the 1993 suit. ANC's motion to consolidate was
granted and then the Court dismissed ANC's suit with prejudice at the same
time the Court awarded Viskase total damages of $164.9 million.
ANC has filed an appeal to the United States Court of Appeals for the Federal
Circuit. Oral arguments before the United States Circuit of Appeals for the
Federal Circuit were held on June 6, 2000 and Viskase expects a decision
during the first quarter of 2001.
On January 14, 2000, Pechiney Plastic Packaging, Inc. and Pechiney Emballage
Flexible Europe, Inc. (successors in interest in ANC) filed suit against the
Company and Viskase in the United States District Court for the Northern
District of Illinois, Eastern Division (the "Newsome Litigation"). This suit
alleges infringement of U.S. Reissue Patent No. 35,567, which patent is set
to expire on April 26, 2002, and further alleges patent interference with one
of the six Viskase patents litigated in the ANC Litigation. In May 2000, the
District Court dismissed the patent interference count. Pechiney filed an
Amended Complaint on June 30, 2000 seeking to reinstate the dismissed count
(Count III). On July 25, 2000, Viskase filed a Motion to Dismiss Count III
of the Amended Complaint and also filed a Motion for Sanctions related
thereto. On August 9, 2000, Viskase filed a Supplemental Motion for
Sanctions. On August 24, 2000, Pechiney responded to these motions and
Viskase filed its reply on September 14, 2000.
On September 29, 2000, the Company and Viskase entered into a Settlement and
License Agreement (the "Agreement") with ANC, American National Can Group,
Inc., Pechiney Plastic Packaging, Inc. and Pechiney Emballage Flexible Europe
(collectively, "Pechiney") partially resolving the ANC Litigation and fully
resolving the Newsome Litigation. Pursuant to the Agreement, Viskase
received a payment of $54.75 million on October 2, 2000. In addition, an
additional payment of $60.25 million will be made to Viskase if the United
States Court of Appeals for the Federal Circuit affirms the monetary award in
its entirety in the ANC Litigation. In October 2000, pursuant to the
agreement, Viskase withdrew its Motions for Sanctions and the Amended
Complaint in the Newsome Litigation was dismissed with prejudice. The
Company recorded $54.75 million as patent infringement settlement income
during the third quarter 2000 and expensed $7.85 million patent defense
costs. No portion of the potential additional payment of $60.25 million was
recorded in the Company's financial statements.
In addition, in 1997 and 1998, ANC challenged two of the six Viskase patents
in suit by filing requests for reexamination with the United States Patent
and Trademark office (USPTO). In one of the reexaminations, the USPTO has
issued, on February 14, 2001, a Notice of Intent to Issue a Reexamination
Certificate. In the other reexamination, the patent has been rejected by the
USPO, and Viskase appealed the rejection to the USPTO Board of Patent Appeals
and Interferences. Viskase's Main Brief was filed July 13, 2000. On October
20, 2000, the Examiner filed her answer and modified the rejection to
indicate that two dependent claims contained allowable subject matter.
Viskase's Reply Brief and Request for Oral Hearing were filed December 20,
2000. Assignment of a hearing date is awaited. Pursuant to the Agreement,
the parties have agreed that neither will, directly or indirectly, except as
required by any court order or the USPTO, seek to obtain or assist any other
person or entity in seeking or obtaining the further reexamination, or the
invalidation or limitation of the patents licensed under the Agreement,
including the two patents for which ANC had previously requested
reexamination.
In March 1997, Viskase received a subpoena from the Antitrust Division of the
United States Department of Justice relating to a grand jury investigation of
the sausage casings industry. In September 1999, Viskase received a subpoena
from the Antitrust Division of the United States Department of Justice
relating to the expansion of the grand jury investigation into the specialty
films industry. Viskase is cooperating fully with the investigations.
During 1999 and 2000, the Company and certain of its subsidiaries and one
other sausage manufacturer were named in ten virtually identical civil
complaints filed in the United States District Court for the District of New
Jersey by the following plaintiffs: Smith Provision Co., Inc.; Parks LLC
(d/b/a Parks Sausage Company); Real Kosher Sausage Company, Inc.; Sahlen
Packing Co., Inc.; Marathon Enterprises, Inc.; Ventures East, Inc.;
Keniston's, Inc.; Smithfield Foods, Inc.; Clougherty Packing Co.; and Klement
Sausage Co. The District Circuit ordered all of these cases consolidated in
Civil Action No. 99-5195-MLC (D.N.J.). Each complaint brought on behalf of a
purported class of sausage casings customers alleges that the defendants
unlawfully conspired to fix prices and allocate business in the sausage
casings industry. The Company and its subsidiaries have filed answers to
each of these complaints denying liability. In 2001, all of the consolidated
cases were transferred to the United States District Court for the Northern
District of Illinois, Eastern Division.
The Company and its subsidiaries are involved in various other legal
proceedings arising out of their business and other environmental matters,
none of which is expected to have a material adverse effect upon results of
operations, cash flows or financial position.
16. CAPITAL STOCK AND PAID IN CAPITAL
Authorized shares of preferred stock ($.01 par value per share) and common
stock ($.01 par value per share) for the reorganized Viskase Companies, Inc.
are 25,000,000 shares and 50,000,000 shares, respectively. A total of
15,276,764 shares of common stock were issued and outstanding as of December
31, 2000.
A total of 102,302 shares were issued in 2000 for directors' compensation and
share conversion from a non-qualified employee benefit plan. The Company
issued 116,025 shares of stock to its employees to celebrate its 75 year
anniversary. The shares issued have been recorded at fair market value on the
date of grant with a corresponding charge to stockholders' equity for the
unearned portion of the award. The fair market value at the date of grant is
approximately $300 thousand. The unearned portion is amortized as
compensation expense on a straight line basis over the related vesting
period. Compensation expense related to the plan totaled $18 thousand in
2000. The shares issued under this plan are subject to forfeiture until
October 27, 2003.
On June 26, 1996, the Board of Directors adopted a Stockholder Rights Plan
(Plan). Under the Plan, the Board declared a dividend of one Common Stock
Purchase Right (Right) for each outstanding common share of the Company.
Rights were issued to the stockholders of record on June 26, 1996. The Rights
are attached to and automatically trade with the outstanding shares of the
Company's common stock.
The Rights will only become exercisable ten days after a public announcement
that a person or group has acquired or obtained the right to acquire 41% or
more of the Company's Common Stock or ten business days after a person or
group commences a tender or offer that would result in such person or group
owning 41% or more of the outstanding shares (even if no purchases actually
occur).
When the Rights first become exercisable, each Right will entitle the holder
thereof to buy from the Company one share of Common Stock for $20.00, subject
to adjustment. If any person acquires 41% or more of the Company's Common
Stock, other than pursuant to a tender or exchange offer for all outstanding
shares of the Company approved by a majority of the independent directors not
affiliated with a 41%-or-more stockholder, after receiving advice from one or
more investment banking firms, each Right not owned by a 41%-or-more
stockholder would become exercisable for shares of the Company having a
market value of two times the exercise price of the Right. If the Company is
involved in a merger or other business combination, or sells 50% or more of
its assets or earning power to another person, at any time after the Rights
become exercisable, the Rights will entitle the holder thereof to buy shares
of common stock of the acquiring company having a market value of twice the
exercise price of each Right.
Rights may be redeemed at a price of $0.001 per Right at any time prior to
their expiration on June 26, 2006.
17. EARNINGS PER SHARE (dollars in thousands)
In February 1997 the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which became effective for both interim and
annual financial statement periods ending after December 15, 1997. As
required by this Statement, the Company adopted the new standards for
computing and presenting earnings per share (EPS) in 1997, and for all period
earnings per share data presented. Following are the reconciliations of the
numerators and denominators of the basic and diluted EPS.
53 Weeks
Years Ended Ended
----------- -------
December December December
31, 2000 31, 1999 31, 1998
-------- -------- --------
Numerator:
Net (loss) available to common stockholders:
From continuing operations $(95,967) $(29,927) $(147,871)
Discontinued operations:
(Loss) Income from discontinued operations 3,435 (1,831) (33,389)
Gain on disposal 68,185 39,057
------ ------ -------
Net (loss) before extraordinary item (24,347) (31,758) (142,203)
Extraordinary gain (loss) 6,511 (6,793)
------ ------- -------
Net loss available to common stockholders
for basic and diluted EPS $(17,836) $(31,758) $(148,996)
======== ======== =========
Denominator:
Weighted average shares outstanding
for basic EPS 15,126,670 14,949,965 14,824,885
Effect of dilutive securities 0 0 0
---------- ---------- ----------
Weighted average shares outstanding
for diluted EPS 15,126,670 14,949,965 14,824,885
========== ========== ==========
Common stock equivalents are excluded from the loss-per-share calculations as
the result is antidilutive.
18. STOCK-BASED COMPENSATION (dollars in thousands)
The Company maintains a stock option plan. The plan provides for the granting
of incentive and nonqualified stock options to employees, officers, and
directors. Stock options have been granted at prices at or above the fair
market value on the date of grant. Options generally vest in three equal
installments beginning one year from the grant date and expire ten years from
the grant date. Non-employee director options, however, vest on the date of
grant. The options are subject to acceleration upon the occurrence of certain
events.
The Company accounts for these plans under Accounting Principles Board
Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations. Accordingly, compensation expense is recognized using the
intrinsic value-based method for options granted under the plans. The Company
has adopted only the disclosure provisions required by SFAS No. 123,
"Accounting for Stock Based Compensation."
A summary of the Company's stock option activity during the year ended
December 31, 2000, and December 31, 1999 and the fiscal year ended December
31, 1998 is presented below:
2000 1999 1998
---------------------- ----------------------- --------------------
Weighted Weighted Weighted
Average Exercise Average Exercise Average Exercise
Shares Price Shares Price Shares Price
------ -------------- ------ -------------- ------ --------------
Outstanding at
beginning of year 646,760 $4.19 956,326 $4.57 735,024 $4.71
Granted 550,000 1.78 4,000 4.50 557,200 5.21
Exercised (86,833) 4.84
Forfeited (251,050) 4.04 (313,566) 5.36 (249,065) 6.34
------- ------- -------
Outstanding at
year end 945,710 $2.83 646,760 $4.19 956,326 $4.57
======= ======= =======
Options exercisable
at year end 344,389 $4.28 434,075 $4.43 584,655 $5.04
======= ======= =======
Future option grants
available at year end 339,618 638,568 329,002
======= ======= =======
As of December 31, 2000, total stock options outstanding have a weighted-
average remaining contractual life of 8.20 years. The exercise price of
options outstanding as of December 31, 2000 ranged from $1.78 to $7.25. The
weighted average grant date fair value of options granted during years 2000,
1999, and fiscal 1998 was $1.45, $3.42, and $2.74, respectively.
Compensation expense associated with these plans has not been recognized to
date in accordance with APB 25.
Had the Company elected to apply the provisions of SFAS No. 123 regarding
recognition of compensation expense to the extent of the calculated fair
value of compensatory options, reported net loss and earnings per share would
have been increased to the following amounts (only options granted in years
1995 and forward are included in the calculation of pro forma net income and
earnings per share):
2000 1999 1998
---- ---- ----
(Loss) before extraordinary item $(24,347) $(31,758) $(142,203)
Pro forma (loss) before extraordinary item (24,507) 31,877) (142,317)
Net (loss) (17,836) (31,758) (148,996)
Pro forma net (loss) (17,996) (31,877) (149,110)
PER SHARE AMOUNTS:
(Loss) before extraordinary item
- basic and diluted EPS $(1.61) $(2.12) $(9.59)
Pro forma (loss) before extraordinary item
- basic and diluted EPS (1.62) (2.13) (9.60)
Net (loss) - basic and diluted EPS $(1.18) $(2.12) $(10.05)
Pro forma net (loss) - basic and diluted EPS (1.19) (2.13) (10.06)
The effects of applying SFAS 123 in the above pro forma disclosure are not
likely to be representative of the effects disclosed in future years as SFAS
123 does not apply to grants prior to 1995.
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions: (1)
expected volatility of 138.8% in 2000, 91.81% in 1999, and 52.61% in 1998,
(2) risk-free interest rate equaling the 5-year treasury yield on the grant
date ranged from 5.69% to 5.97% in 2000, 5.77% in 1999, and ranging from
4.58% to 5.40% in 1998, and (3) the expected life of 5 years in 2000, 1999,
and 1998. The Company has never declared dividends, nor does it currently
expect to declare dividends in the foreseeable future.
Pursuant to the employment agreement between the Company and its chief
executive officer, the Company issued 35,000 shares of common stock to its
chief executive officer, which vested on March 27, 1999. The shares issued
under the employment agreement have been recorded at fair market value on the
date of grant with a corresponding charge to stockholders' equity for the
unearned portion of the award. The fair market value per share was $3.50. The
unearned portion was amortized as compensation expense on a straight-line
basis over the related vesting period. Compensation expense related to the
plan totaled $10, and $41, during 1999, and 1998, respectively.
The Company also has a stock compensation plan for the non-employee directors
of the Company that was approved during fiscal 1996. These directors may
elect to receive directors fees in the form of common stock of the Company
based upon the average market price of the Company's common stock on the
grant date. Under this plan, during 2000, 1999, and 1998, 44,302 shares were
issued at $2.29, 32,616 shares of stock were issued at $3.65, and 19,192
shares of stock were issued at $5.89, respectively.
The Company issued shares of stock to its employees to celebrate its 75 year
anniversary. The shares issued have been recorded at fair market value on
the date of grant with a corresponding charge to stockholders' equity for the
unearned portion of the award. The fair market value at the date of grant is
approximately $300 thousand. The unearned portion is amortized as
compensation expense on a straight line basis over the related vesting
period. Compensation expense related to the plan totaled $18 thousand in
2000. The shares issued under this plan are subject to forfeiture until
October 27, 2003.
19. COMPREHENSIVE INCOME (in thousands)
The following sets forth the components of other comprehensive (loss) income
and the related income tax (benefit) provision:
53
Years Ended Weeks Ended
-------------- -----------
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Other comprehensive (loss) income:
Foreign currency translation
Adjustment (1) $(2,730) $(1,542) $973
Less reclassification adjustment
for losses included in the gain
from discontinued operations (2) 2,532
------ ------ ----
Other comprehensive (loss) income
net of tax $ (198) $(1,542) $973
====== ===== ===
(1) Net of related tax (benefit) provision of $(1,746), $(986) and $622
for the years ended 2000, 1999, and 1998, respectively.
(2) Reclassification adjustment for losses due to sale of Films Business,
included in net (loss) of $4,151, net of related tax provision of
$1,619.
20. FAIR VALUE OF FINANCIAL INSTRUMENTS (dollars in thousands)
The following table presents the carrying value and estimated fair value as
of December 31, 2000 of the Company's financial instruments. (Refer to Notes
2 and 8.)
Carrying Estimated
Value Fair Value
------- ----------
Assets:
Cash and equivalents $55,350 $55,350
Restricted cash $41,038 $41,038
Liabilities:
Long-term debt (excluding capital lease obligations) $191,766 $138,089
21. RESEARCH AND DEVELOPMENT COSTS (dollars in thousands)
Research and development costs from continuing operations are expensed as
incurred and totaled $5,474, $4,211 and $3,708 for 2000, 1999, and 1998,
respectively.
22. RELATED PARTY TRANSACTIONS (dollars in thousands)
During 2000, 1999, and 1998, the Company purchased product and services from
affiliates of DPK in the amounts of approximately $444, $9, and $200,
respectively. During fiscal 1998, the Company sublet office space from DPK
for which it paid approximately $77 in rent.
During years 2000, 1999, and 1998, Viskase Corporation, a wholly owned
subsidiary of the Company, had sales of $23,229, $32,577, and $21,804,
respectively, to Cargill, Inc. and its affiliates. The majority of sales to
Cargill, Inc. are related to the Films Business which was sold in August
2000. Such sales were made in the ordinary course of business. Gregory R.
Page, President and Chief Operating Officer of Cargill, Inc., is a director
of the Company.
23. BUSINESS SEGMENT INFORMATION AND GEOGRAPHIC
AREA INFORMATION (dollars in thousands)
Viskase Companies, Inc. primarily manufactures and sells cellulosic food
casings. The Company's operations are primarily in North, South America and
Europe. Intercompany sales and charges (including royalties) have been
reflected as appropriate in the following information. Certain items are
maintained at the Company's corporate headquarters and are not allocated to
the segments. They include most of the Company's debt and related interest
expense and income tax benefits. Other expense for 2000, 1999, and 1998,
includes net foreign exchange transaction (losses) of approximately $(4,171),
$(5,680), and $(880), respectively.
Business Segment Information
53
Years Ended Weeks Ended
------------ -----------
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Net sales:
Casings - Continuing operations $200,142 $225,767 $246,932
Films - Discontinued operations 110,017 159,886 162,237
Other - Discontinued operations _______ _______ 62,317
------- ------- -------
$310,159 $385,653 $471,486
======= ======= =======
Operating (loss) income:
Casings - Continuing operations $(93,702) $15,834 $(109,242)
Films - Discontinued operations 5,419 601 (35,385)
Other - Discontinued operations _______ _______ 1,187
------- ------- -------
$(88,283) $16,435 $(143,440)
======= ======= =======
Identifiable assets:
Casings - Continuing operations $322,364 $313,044 $334,450
Films - Discontinued operations 146,318 180,774 196,619
Other - Discontinued operations _______
------- ------- -------
$468,682 $493,818 $531,069
======= ======= =======
Depreciation and amortization:
Casings - Continuing operations $25,012 $26,922 $33,549
Films - Discontinued operations 9,415 16,750 17,625
Other - Discontinued operations _______ 4,374
------- ------- -------
$34,427 $43,672 $55,548
======= ======= =======
Capital expenditures:
Casings - Continuing operations $12,350 $19,181 $27,271
Films - Discontinued operations 1,385 8,762 8,083
------- ------- -------
$13,735 $27,943 $35,354
======= ======= =======
Geographic Area Information
53
Years Ended Weeks Ended
----------- -----------
December 31, December 31, December 31,
2000 1999 1998
---- ---- ----
Net sales:
North America $202,362 $243,826 $319,410
South America 25,025 32,523 33,681
Europe 100,885 132,445 138,231
Other and eliminations (18,113) (23,141) (19,836)
------- ------- -------
$310,159 $385,653 $471,486
======= ======= =======
Operating (loss) profit:
North America $(74,282) $10,065 $(149,930)
South America 4,146 4,978 3,615
Europe (18,228) 1,322 3,530
Other and eliminations 81 70 (655)
------- ------- -------
$(88,283) $16,435 $(143,440)
======= ======= =======
Identifiable assets:
North America $326,876 $320,323 $335,313
South America 27,526 30,123 32,102
Europe 113,651 142,713 162,683
Other and eliminations 629 659 971
------- ------- -------
$468,682 $493,818 $531,069
======= ======= =======
United States export sales:
(reported in North America sales above)
Asia $15,319 $19,901 $19,861
South and Central America 14,515 15,005 13,136
Other International 72 94 100
------- ------- -------
$29,906 $35,000 $33,097
======= ======= =======
The total assets and net assets of foreign businesses were approximately
$101,265 and $35,805, at December 31, 2000.
24. QUARTERLY DATA (unaudited)
Quarterly financial information for 2000 and 1999 is as follows (in
thousands, except for per share amounts):
First Second Third Fourth
2000 Quarter Quarter Quarter Quarter Annual
- ---- ------- ------- ------- ------- ------
Net Sales $51,770 $51,134 $48,389 $48,849 $200,142
Gross profit 13,065 10,449 11,425 7,643 42,582
Operating Income (loss) 1,379 (3,688) (7,501) (83,892) (93,702)
Net Income (loss) (8,896) 15,191) 82,109 (75,858) (17,836)
Net Income (loss) per share
- basic and diluted (.59) (1.01) 5.43 (4.98) (1.18)
First Second Third Fourth
1999 Quarter Quarter Quarter Quarter Annual
- ---- ------- ------- ------- ------- ------
Net Sales $55,136 $57,285 $55,296 $58,050 $225,767
Gross profit 14,643 16,780 15,290 12,975 59,688
Operating Income (loss) 1,858 5,823 3,505 4,648 15,834
Net (loss) (11,336) (8,073) (7,605) (4,744) (31,758)
Net (loss) per share
- basic and diluted (.76) (.54) (.51) (.31) (2.12)
Net (loss) income per share amounts are computed independently for each of
the quarters presented using weighted average shares outstanding during each
quarter. The sum of the quarterly per share amounts in 2000 does not equal
the total for the year because of rounding and stock issuances, as shown on
the Consolidated Statement of Stockholders' Equity.
In 2000, the Company's Board of Directors announced its intention to sell the
Company's plastic barrier and non-barrier shrink Films Business. The sale
was completed on August 31, 2000. As a result, the operating results of the
Films Business have been segregated from continuing operations and reported
as a separate line item on the income statement under the heading
discontinued operations. The 1999 results have been restated to reflect
results from discontinued operations.
In the 2000 second, third and fourth quarters, the Company recognized a
restructuring charge of $2.7 million, $7.6 million and $84.6 million,
respectively (see Note 11). In the third quarter, the Company recognized a
$54.75 million patent infringement settlement income. Additionally, $7.85
million of patent infringement litigation expenses were recognized. The
patent infringement settlement income, net of $46,900 was reclassed from the
third quarter operating results. In the fourth quarter, an extraordinary gain
on early extinguishment of debt of $6.5 million, net of income taxes of $.6
million or $.43 per share, was recognized.
VISKASE COMPANIES, INC. AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Provision Balance
Beginning Charged to at End
Description of Period Expense Write-offs Recoveries Other(1) of Period
---------- --------- ---------- ---------- -------- ---------
2000 for the year ended
December 31
Allowance for
doubtful accounts $1,642 $433 $(269) $46 $(177) $1,675
1999 for the year ended
December 31
Allowance for
doubtful accounts 1,507 1,239 (1,097) 33 (40) 1,642
1998 for the year ended
December 31
Allowance for
doubtful accounts 1,275 1,295 (910) 0 (153) 1,507
2000 for the year ended
December 31
Reserve for obsolete and
slow moving inventory $4,110 $4,032 $(5,076) $1,963 $5,029
1999 for the year ended
December 31
Reserve for obsolete and
slow moving inventory 3,825 2,483 (2,150) (48) 4,110
1998 for the year ended
December 31
Reserve for obsolete and
slow moving inventory 4,470 3,470 (3,499) (616) 3,825
(1) Foreign currency translation and the disposition of Clear Shield,
Sandusky and Films.