falsedesktopSLGN2020-09-30000084986920000087{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "Large accelerated filer\t☒\tAccelerated filer\t☐\nNon-accelerated filer\t☐\tSmaller reporting company\t☐\n\t\tEmerging growth company\t☐\n", "q10k_tbl_1": "SILGAN HOLDINGS INC.\t\nTABLE OF CONTENTS\t\n\tPage No.\nPart I. Financial Information\t3\nItem 1. Financial Statements\t3\nCondensed Consolidated Balance Sheets at September 30 2020 and 2019 and December 31 2019\t3\nCondensed Consolidated Statements of Income for the three and nine months ended September 30 2020 and 2019\t4\nCondensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30 2020 and 2019\t5\nCondensed Consolidated Statements of Cash Flows for the nine months ended September 30 2020 and 2019\t6\nCondensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30 2020 and 2019\t7\nNotes to Condensed Consolidated Financial Statements\t8\nItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations\t21\nItem 3. Quantitative and Qualitative Disclosures About Market Risk\t28\nItem 4. Controls and Procedures\t28\nPart II. Other Information\t29\nItem 6. Exhibits\t29\nSignatures\t30\n", "q10k_tbl_2": "\tSept. 30 2020\tSept. 30 2019\tDec. 31 2019\n\t(unaudited)\t(unaudited)\t\nAssets\t\t\t\nCurrent assets:\t\t\t\nCash and cash equivalents\t193759\t117389\t203824\nTrade accounts receivable net\t865436\t751404\t504986\nInventories\t678181\t703206\t633005\nPrepaid expenses and other current assets\t84715\t61310\t64993\nTotal current assets\t1822091\t1633309\t1406808\nProperty plant and equipment net\t1785787\t1522541\t1570331\nGoodwill\t1702463\t1128151\t1142223\nOther intangible assets net\t633256\t358046\t354615\nOther assets net\t508982\t431970\t457082\n\t6452579\t5074017\t4931059\nLiabilities and Stockholders' Equity\t\t\t\nCurrent liabilities:\t\t\t\nRevolving loans and current portion of long-term debt\t284465\t841430\t29813\nTrade accounts payable\t592881\t550557\t727053\nAccrued payroll and related costs\t119369\t69191\t66866\nAccrued liabilities\t245626\t156599\t194797\nTotal current liabilities\t1242341\t1617777\t1018529\nLong-term debt\t3163305\t1809955\t2214608\nDeferred income taxes\t371966\t274107\t254836\nOther liabilities\t456104\t403648\t419764\nStockholders' equity:\t\t\t\nCommon stock\t1751\t1751\t1751\nPaid-in capital\t301463\t285061\t289422\nRetained earnings\t2348728\t2118860\t2141302\nAccumulated other comprehensive loss\t(272352)\t(287923)\t(259742)\nTreasury stock\t(1160727)\t(1149219)\t(1149411)\nTotal stockholders' equity\t1218863\t968530\t1023322\n\t6452579\t5074017\t4931059\n", "q10k_tbl_3": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\nNet sales\t1488499\t1321342\t3695353\t3441635\nCost of goods sold\t1230148\t1113727\t3027809\t2884510\nGross profit\t258351\t207615\t667544\t557125\nSelling general and administrative expenses\t91525\t76065\t282011\t233816\nRationalization charges\t2505\t3195\t7247\t48594\nOther pension and postretirement income\t(9712)\t(4340)\t(29122)\t(13320)\nIncome before interest and income taxes\t174033\t132695\t407408\t288035\nInterest and other debt expense before loss on early extinguishment of debt\t27725\t26767\t77051\t82272\nLoss on early extinguishment of debt\t0\t1676\t1481\t1676\nInterest and other debt expense\t27725\t28443\t78532\t83948\nIncome before income taxes\t146308\t104252\t328876\t204087\nProvision for income taxes\t33457\t22978\t80253\t45117\nNet income\t112851\t81274\t248623\t158970\nEarnings per share:\t\t\t\t\nBasic net income per share\t1.02\t0.73\t2.24\t1.43\nDiluted net income per share\t1.01\t0.73\t2.23\t1.43\nWeighted average number of shares:\t\t\t\t\nBasic\t110921\t111058\t110895\t110985\nEffect of dilutive securities\t691\t463\t565\t554\nDiluted\t111612\t111521\t111460\t111539\n", "q10k_tbl_4": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\nNet income\t112851\t81274\t248623\t158970\nOther comprehensive income (loss) net of tax:\t\t\t\t\nChanges in net prior service credit and actuarial losses\t1807\t2625\t4555\t7745\nChange in fair value of derivatives\t681\t(159)\t(1670)\t(2647)\nForeign currency translation\t22520\t(25016)\t(15495)\t(24213)\nOther comprehensive income (loss)\t25008\t(22550)\t(12610)\t(19115)\nComprehensive income\t137859\t58724\t236013\t139855\n", "q10k_tbl_5": "\t2020\t2019\nCash flows provided by (used in) operating activities:\t\t\nNet income\t248623\t158970\nAdjustments to reconcile net income to net cash provided by (used in) operating activities:\t\t\nDepreciation and amortization\t163454\t156780\nRationalization charges\t7247\t48594\nStock compensation expense\t13880\t12669\nLoss on early extinguishment of debt\t1481\t1676\nOther changes that provided (used) cash net of effects from acquisitions:\t\t\nTrade accounts receivable net\t(311008)\t(250783)\nInventories\t2435\t(75414)\nTrade accounts payable\t(73814)\t(63609)\nAccrued liabilities\t57187\t(10475)\nOther net\t8981\t19181\nNet cash provided by (used in) operating activities\t118466\t(2411)\nCash flows provided by (used in) investing activities:\t\t\nPurchase of businesses net of cash acquired\t(940875)\t0\nCapital expenditures\t(165163)\t(166848)\nOther net\t999\t509\nNet cash used in investing activities\t(1105039)\t(166339)\nCash flows provided by (used in) financing activities:\t\t\nBorrowings under revolving loans\t993406\t1139329\nRepayments under revolving loans\t(748539)\t(464759)\nProceeds from issuance of long-term debt\t1639661\t0\nRepayments of long-term debt\t(766170)\t(308161)\nChanges in outstanding checks - principally vendors\t(79006)\t(83670)\nDividends paid on common stock\t(40432)\t(38615)\nDebt issuance costs\t(10265)\t0\nRepurchase of common stock\t(13155)\t(27364)\nNet cash provided by financing activities\t975500\t216760\nEffect of exchange rate changes on cash and cash equivalents\t1008\t(3440)\nCash and cash equivalents:\t\t\nNet (decrease) increase\t(10065)\t44570\nBalance at beginning of year\t203824\t72819\nBalance at end of period\t193759\t117389\nInterest paid net\t70948\t97630\nIncome taxes paid net\t91378\t31067\n", "q10k_tbl_6": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\nCommon stock - shares outstanding\t\t\t\t\nBalance at beginning of period\t110886\t111176\t110780\t110430\nNet issuance of treasury stock for vested restricted stock units\t0\t0\t365\t746\nRepurchases of common stock\t0\t(408)\t(259)\t(408)\nBalance at end of period\t110886\t110768\t110886\t110768\nCommon stock - par value\t\t\t\t\nBalance at beginning and end of period\t1751\t1751\t1751\t1751\nPaid-in capital\t\t\t\t\nBalance at beginning of period\t296639\t280636\t289422\t276062\nStock compensation expense\t4824\t4425\t13880\t12669\nNet issuance of treasury stock for vested restricted stock units\t0\t0\t(1839)\t(3670)\nBalance at end of period\t301463\t285061\t301463\t285061\nRetained earnings\t\t\t\t\nBalance at beginning of period\t2249391\t2049995\t2141302\t1997785\nNet income\t112851\t81274\t248623\t158970\nDividends declared on common stock\t(13514)\t(12409)\t(40532)\t(37302)\nAdoption of accounting standards updates related to credit losses in 2020 and leases in 2019\t0\t0\t(665)\t(593)\nBalance at end of period\t2348728\t2118860\t2348728\t2118860\nAccumulated other comprehensive loss\t\t\t\t\nBalance at beginning of period\t(297360)\t(265373)\t(259742)\t(268808)\nOther comprehensive income (loss)\t25008\t(22550)\t(12610)\t(19115)\nBalance at end of period\t(272352)\t(287923)\t(272352)\t(287923)\nTreasury stock\t\t\t\t\nBalance at beginning of period\t(1160727)\t(1137107)\t(1149411)\t(1125525)\nNet issuance of treasury stock for vested restricted stock units\t0\t0\t(4382)\t(11582)\nRepurchases of common stock\t0\t(12112)\t(6934)\t(12112)\nBalance at end of period\t(1160727)\t(1149219)\t(1160727)\t(1149219)\nTotal stockholders' equity\t1218863\t968530\t1218863\t968530\nDividends declared on common stock per share\t0.12\t0.11\t0.36\t0.33\n", "q10k_tbl_7": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nMetal containers\t856660\t822262\t1962370\t1904941\nClosures\t475105\t353436\t1242725\t1072979\nPlastic containers\t156734\t145644\t490258\t463715\n\t1488499\t1321342\t3695353\t3441635\n", "q10k_tbl_8": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nNorth America\t1143562\t1078187\t2858561\t2747518\nEurope and other\t344937\t243155\t836792\t694117\n\t1488499\t1321342\t3695353\t3441635\n", "q10k_tbl_9": "Trade accounts receivable\t42742\nInventories\t41102\nProperty plant and equipment\t192723\nOther intangible assets\t285000\nOther assets\t33478\nTrade accounts payable and accrued liabilities\t(62930)\nDeferred income tax liabilities\t(101795)\nDebt and other liabilities\t(31843)\nTotal identifiable net assets\t398477\nGoodwill\t502570\nCash paid at closing net of cash acquired\t901047\n", "q10k_tbl_10": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nMetal containers\t1639\t3035\t4755\t42280\nClosures\t787\t72\t2229\t5979\nPlastic containers\t79\t88\t263\t335\n\t2505\t3195\t7247\t48594\n", "q10k_tbl_11": "\tEmployee Severance and Benefits\tPlant Exit Costs\tNon-Cash Asset Write-Down\tTotal\n\t(Dollars in thousands)\t\t\t\nBalance at December 31 2019\t42815\t898\t0\t43713\nCharged to expense\t4138\t2005\t1104\t7247\nUtilized and currency translation\t(5410)\t(2251)\t(1104)\t(8765)\nBalance at September 30 2020\t41543\t652\t0\t42195\n", "q10k_tbl_12": "\tUnrecognized Net Defined Benefit Plan Costs\tChange in Fair Value of Derivatives\tForeign Currency Translation\tTotal\n\t(Dollars in thousands)\t\t\t\nBalance at December 31 2019\t(139102)\t(3182)\t(117458)\t(259742)\nOther comprehensive loss before reclassifications\t(872)\t(3176)\t(15495)\t(19543)\nAmounts reclassified from accumulated other comprehensive loss\t5427\t1506\t0\t6933\nOther comprehensive loss\t4555\t(1670)\t(15495)\t(12610)\nBalance at September 30 2020\t(134547)\t(4852)\t(132953)\t(272352)\n", "q10k_tbl_13": "\tSept. 30 2020\tSept. 30 2019\tDec. 31 2019\n\t(Dollars in thousands)\t\t\nRaw materials\t294896\t275015\t286953\nWork-in-process\t154157\t127590\t134417\nFinished goods\t370406\t413864\t355337\nOther\t15217\t12620\t12793\n\t834676\t829089\t789500\nAdjustment to value inventory at cost on the LIFO method\t(156495)\t(125883)\t(156495)\n\t678181\t703206\t633005\n", "q10k_tbl_14": "\tMetal Containers\tClosures\tPlastic Containers\tTotal\n\t(Dollars in thousands)\t\t\t\nBalance at December 31 2019\t113463\t801776\t226984\t1142223\nAcquisitions\t0\t520946\t0\t520946\nCurrency translation\t2217\t37511\t(434)\t39294\nBalance at September 30 2020\t115680\t1360233\t226550\t1702463\n", "q10k_tbl_15": "\tSept. 30 2020\t\tDec. 31 2019\t\n\tGross Amount\tAccumulated Amortization\tGross Amount\tAccumulated Amortization\n\t(Dollars in thousands)\t\t\t\nDefinite-lived intangibles:\t\t\t\t\nCustomer relationships\t696003\t(136583)\t422042\t(116575)\nOther\t70766\t(29070)\t39447\t(22439)\n\t766769\t(165653)\t461489\t(139014)\nIndefinite-lived intangibles:\t\t\t\t\nTrade names\t32140\t0\t32140\t0\n\t798909\t(165653)\t493629\t(139014)\n", "q10k_tbl_16": "\tSept. 30 2020\tSept. 30 2019\tDec. 31 2019\n\t(Dollars in thousands)\t\t\nBank debt\t\t\t\nBank revolving loans\t246000\t766000\t0\nU.S. term loans\t900000\t800000\t760000\nCanadian term loans\t0\t15943\t4703\nOther foreign bank revolving and term loans\t39825\t37062\t31127\nTotal bank debt\t1185825\t1619005\t795830\n4¾% Senior Notes\t300000\t300000\t300000\n3¼% Senior Notes\t762223\t708630\t729755\n4⅛% Senior Notes\t600000\t0\t400000\n2¼% Senior Notes\t586325\t0\t0\nFinance leases\t35035\t33440\t33288\nTotal debt - principal\t3469408\t2661075\t2258873\nLess unamortized debt issuance costs and debt discount\t21638\t9690\t14452\nTotal debt\t3447770\t2651385\t2244421\nLess current portion\t284465\t841430\t29813\n\t3163305\t1809955\t2214608\n", "q10k_tbl_17": "\tCarrying Amount\tFair Value\n\t(Dollars in thousands)\t\nAssets:\t\t\nCash and cash equivalents\t193759\t193759\nLiabilities:\t\t\nBank debt\t1185825\t1185825\n4¾% Senior Notes\t300000\t305250\n3¼% Senior Notes\t762223\t772589\n4⅛% Senior Notes\t599062\t613500\n2¼% Senior Notes\t586325\t573133\nDerivative instruments (accrued and other liabilities)\t6588\t6588\n", "q10k_tbl_18": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nService cost\t2983\t2871\t9958\t9383\nInterest cost\t5816\t7149\t17236\t21241\nExpected return on plan assets\t(18104)\t(15200)\t(54091)\t(45425)\nAmortization of prior service cost\t43\t46\t154\t86\nAmortization of actuarial losses\t2993\t4084\t8862\t12324\nNet periodic benefit credit\t(6269)\t(1050)\t(17881)\t(2391)\n", "q10k_tbl_19": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nService cost\t18\t16\t66\t60\nInterest cost\t142\t200\t425\t569\nAmortization of prior service credit\t(487)\t(586)\t(1454)\t(1749)\nAmortization of actuarial gains\t(115)\t(33)\t(254)\t(366)\nNet periodic benefit credit\t(442)\t(403)\t(1217)\t(1486)\n", "q10k_tbl_20": "\tMetal Containers\tClosures\tPlastic Containers\tCorporate\tTotal\n\t(Dollars in thousands)\t\t\t\t\nThree Months Ended September 30 2020\t\t\t\t\t\nNet sales\t856660\t475105\t156734\t0\t1488499\nDepreciation and amortization(1)\t21008\t27777\t9207\t39\t58031\nRationalization charges\t1639\t787\t79\t0\t2505\nSegment income\t94497\t64161\t21887\t(6512)\t174033\nThree Months Ended September 30 2019\t\t\t\t\t\nNet sales\t822262\t353436\t145644\t0\t1321342\nDepreciation and amortization(1)\t21477\t20847\t9512\t39\t51875\nRationalization charges\t3035\t72\t88\t0\t3195\nSegment income\t81128\t44784\t11425\t(4642)\t132695\nNine Months Ended September 30 2020\t\t\t\t\t\nNet sales\t1962370\t1242725\t490258\t0\t3695353\nDepreciation and amortization(1)\t62034\t69927\t28046\t120\t160127\nRationalization charges\t4755\t2229\t263\t0\t7247\nSegment income\t213757\t167971\t66918\t(41238)\t407408\nNine Months Ended September 30 2019\t\t\t\t\t\nNet sales\t1904941\t1072979\t463715\t0\t3441635\nDepreciation and amortization(1)\t64021\t62345\t27665\t120\t154151\nRationalization charges\t42280\t5979\t335\t0\t48594\nSegment income\t134053\t131896\t36902\t(14816)\t288035\n", "q10k_tbl_21": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(Dollars in thousands)\t\t\t\nTotal segment income\t174033\t132695\t407408\t288035\nInterest and other debt expense\t27725\t28443\t78532\t83948\nIncome before income taxes\t146308\t104252\t328876\t204087\n", "q10k_tbl_22": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\nNet sales\t\t\t\t\nMetal containers\t57.6%\t62.2%\t53.1%\t55.3%\nClosures\t31.9\t26.8\t33.6\t31.2\nPlastic containers\t10.5\t11.0\t13.3\t13.5\nConsolidated\t100.0\t100.0\t100.0\t100.0\nCost of goods sold\t82.6\t84.3\t81.9\t83.8\nGross profit\t17.4\t15.7\t18.1\t16.2\nSelling general and administrative expenses\t6.2\t5.8\t7.7\t6.8\nRationalization charges\t0.2\t0.2\t0.2\t1.4\nOther pension and postretirement income\t(0.7)\t(0.3)\t(0.8)\t(0.4)\nIncome before interest and income taxes\t11.7\t10.0\t11.0\t8.4\nInterest and other debt expense\t1.9\t2.1\t2.1\t2.5\nIncome before income taxes\t9.8\t7.9\t8.9\t5.9\nProvision for income taxes\t2.2\t1.7\t2.2\t1.3\nNet income\t7.6%\t6.2%\t6.7%\t4.6%\n", "q10k_tbl_23": "\tThree Months Ended\t\tNine Months Ended\t\n\tSept. 30 2020\tSept. 30 2019\tSept. 30 2020\tSept. 30 2019\n\t(dollars in millions)\t\t\t\nNet sales\t\t\t\t\nMetal containers\t856.7\t822.3\t1962.4\t1904.9\nClosures\t475.1\t353.4\t1242.7\t1073.0\nPlastic containers\t156.7\t145.6\t490.3\t463.7\nConsolidated\t1488.5\t1321.3\t3695.4\t3441.6\nSegment income\t\t\t\t\nMetal containers (1)\t94.5\t81.1\t213.8\t134.1\nClosures (2)\t64.2\t44.8\t168.0\t131.9\nPlastic containers (3)\t21.9\t11.4\t66.9\t36.9\nCorporate (4)\t(6.6)\t(4.6)\t(41.3)\t(14.9)\nConsolidated\t174.0\t132.7\t407.4\t288.0\n", "q10k_tbl_24": "Exhibit Number\tDescription\n31.1\tCertification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.\n31.2\tCertification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.\n32.1\tCertification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.\n32.2\tCertification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.\n101.INS\tXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n101.SCH\tInline XBRL Taxonomy Extension Schema Document.\n101.CAL\tInline XBRL Taxonomy Extension Calculation Linkbase Document.\n101.DEF\tInline XBRL Taxonomy Extension Definition Linkbase Document.\n101.LAB\tInline XBRL Taxonomy Extension Label Linkbase Document.\n101.PRE\tInline XBRL Taxonomy Extension Presentation Linkbase Document.\n104\tCover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).\n"}{"bs": "q10k_tbl_2", "is": "q10k_tbl_3", "cf": "q10k_tbl_5"}None
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 000-22117
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Delaware
06-1269834
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
4 Landmark Square
Stamford,
Connecticut
06901
(Address of principal executive offices)
(Zip Code)
(203) 975-7110
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
SLGN
Nasdaq Global Select Market
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☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2020, the number of shares outstanding of the Registrant’s common stock was 110,587,054.
Revolving loans and current portion of long-term debt
$
284,465
$
841,430
$
29,813
Trade accounts payable
592,881
550,557
727,053
Accrued payroll and related costs
119,369
69,191
66,866
Accrued liabilities
245,626
156,599
194,797
Total current liabilities
1,242,341
1,617,777
1,018,529
Long-term debt
3,163,305
1,809,955
2,214,608
Deferred income taxes
371,966
274,107
254,836
Other liabilities
456,104
403,648
419,764
Stockholders’ equity:
Common stock
1,751
1,751
1,751
Paid-in capital
301,463
285,061
289,422
Retained earnings
2,348,728
2,118,860
2,141,302
Accumulated other comprehensive loss
(272,352)
(287,923)
(259,742)
Treasury stock
(1,160,727)
(1,149,219)
(1,149,411)
Total stockholders’ equity
1,218,863
968,530
1,023,322
$
6,452,579
$
5,074,017
$
4,931,059
See accompanying notes.
-3-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended September 30, 2020 and 2019
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
Net sales
$
1,488,499
$
1,321,342
$
3,695,353
$
3,441,635
Cost of goods sold
1,230,148
1,113,727
3,027,809
2,884,510
Gross profit
258,351
207,615
667,544
557,125
Selling, general and administrative expenses
91,525
76,065
282,011
233,816
Rationalization charges
2,505
3,195
7,247
48,594
Other pension and postretirement income
(9,712)
(4,340)
(29,122)
(13,320)
Income before interest and income taxes
174,033
132,695
407,408
288,035
Interest and other debt expense before loss on early extinguishment of debt
27,725
26,767
77,051
82,272
Loss on early extinguishment of debt
—
1,676
1,481
1,676
Interest and other debt expense
27,725
28,443
78,532
83,948
Income before income taxes
146,308
104,252
328,876
204,087
Provision for income taxes
33,457
22,978
80,253
45,117
Net income
$
112,851
$
81,274
$
248,623
$
158,970
Earnings per share:
Basic net income per share
$
1.02
$
0.73
$
2.24
$
1.43
Diluted net income per share
$
1.01
$
0.73
$
2.23
$
1.43
Weighted average number of shares:
Basic
110,921
111,058
110,895
110,985
Effect of dilutive securities
691
463
565
554
Diluted
111,612
111,521
111,460
111,539
See accompanying notes.
-4-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and nine months ended September 30, 2020 and 2019
(Dollars in thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
Net income
$
112,851
$
81,274
$
248,623
$
158,970
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses
1,807
2,625
4,555
7,745
Change in fair value of derivatives
681
(159)
(1,670)
(2,647)
Foreign currency translation
22,520
(25,016)
(15,495)
(24,213)
Other comprehensive income (loss)
25,008
(22,550)
(12,610)
(19,115)
Comprehensive income
$
137,859
$
58,724
$
236,013
$
139,855
See accompanying notes.
-5-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2020 and 2019
(Dollars in thousands)
(Unaudited)
2020
2019
Cash flows provided by (used in) operating activities:
Net income
$
248,623
$
158,970
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
163,454
156,780
Rationalization charges
7,247
48,594
Stock compensation expense
13,880
12,669
Loss on early extinguishment of debt
1,481
1,676
Other changes that provided (used) cash, net of effects from acquisitions:
Trade accounts receivable, net
(311,008)
(250,783)
Inventories
2,435
(75,414)
Trade accounts payable
(73,814)
(63,609)
Accrued liabilities
57,187
(10,475)
Other, net
8,981
19,181
Net cash provided by (used in) operating activities
118,466
(2,411)
Cash flows provided by (used in) investing activities:
Purchase of businesses, net of cash acquired
(940,875)
—
Capital expenditures
(165,163)
(166,848)
Other, net
999
509
Net cash used in investing activities
(1,105,039)
(166,339)
Cash flows provided by (used in) financing activities:
Borrowings under revolving loans
993,406
1,139,329
Repayments under revolving loans
(748,539)
(464,759)
Proceeds from issuance of long-term debt
1,639,661
—
Repayments of long-term debt
(766,170)
(308,161)
Changes in outstanding checks - principally vendors
(79,006)
(83,670)
Dividends paid on common stock
(40,432)
(38,615)
Debt issuance costs
(10,265)
—
Repurchase of common stock
(13,155)
(27,364)
Net cash provided by financing activities
975,500
216,760
Effect of exchange rate changes on cash and cash equivalents
1,008
(3,440)
Cash and cash equivalents:
Net (decrease) increase
(10,065)
44,570
Balance at beginning of year
203,824
72,819
Balance at end of period
$
193,759
$
117,389
Interest paid, net
$
70,948
$
97,630
Income taxes paid, net
91,378
31,067
See accompanying notes.
-6-
SILGAN HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three and nine months ended September 30, 2020 and 2019
(Dollars and shares in thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
Common stock - shares outstanding
Balance at beginning of period
110,886
111,176
110,780
110,430
Net issuance of treasury stock for vested restricted stock units
—
—
365
746
Repurchases of common stock
—
(408)
(259)
(408)
Balance at end of period
110,886
110,768
110,886
110,768
Common stock - par value
Balance at beginning and end of period
$
1,751
$
1,751
$
1,751
$
1,751
Paid-in capital
Balance at beginning of period
296,639
280,636
289,422
276,062
Stock compensation expense
4,824
4,425
13,880
12,669
Net issuance of treasury stock for vested restricted stock units
—
—
(1,839)
(3,670)
Balance at end of period
301,463
285,061
301,463
285,061
Retained earnings
Balance at beginning of period
2,249,391
2,049,995
2,141,302
1,997,785
Net income
112,851
81,274
248,623
158,970
Dividends declared on common stock
(13,514)
(12,409)
(40,532)
(37,302)
Adoption of accounting standards updates related to credit losses in 2020 and leases in 2019
—
—
(665)
(593)
Balance at end of period
2,348,728
2,118,860
2,348,728
2,118,860
Accumulated other comprehensive loss
Balance at beginning of period
(297,360)
(265,373)
(259,742)
(268,808)
Other comprehensive income (loss)
25,008
(22,550)
(12,610)
(19,115)
Balance at end of period
(272,352)
(287,923)
(272,352)
(287,923)
Treasury stock
Balance at beginning of period
(1,160,727)
(1,137,107)
(1,149,411)
(1,125,525)
Net issuance of treasury stock for vested restricted stock units
—
—
(4,382)
(11,582)
Repurchases of common stock
—
(12,112)
(6,934)
(12,112)
Balance at end of period
(1,160,727)
(1,149,219)
(1,160,727)
(1,149,219)
Total stockholders' equity
$
1,218,863
$
968,530
$
1,218,863
$
968,530
Dividends declared on common stock per share
$
0.12
$
0.11
$
0.36
$
0.33
See accompanying notes.
-7-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
Note 1. Significant Accounting Policies
Basis of Presentation.The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.
The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019.
Goodwill and Other Intangible Assets. We review goodwill and other indefinite-lived intangible assets for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment. We determined that our goodwill and other indefinite-lived intangible assets were not impaired in our annual 2020 assessment performed during the third quarter.
Recently Adopted Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update, or ASU, that amends the guidance on the accounting for credit losses on financial instruments. This new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables. We adopted this new standard on January 1, 2020 using the transition method, which allowed us to recognize the effects of applying this standard as a cumulative effect to retained earnings as of January 1, 2020. As a result of the adoption of this standard, we reduced retained earnings by $0.7 million. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows.
Note 2. Revenue
The following tables present our revenues disaggregated by reportable business segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by business segment were as follows:
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
(Dollars in thousands)
Metal containers
$
856,660
$
822,262
$
1,962,370
$
1,904,941
Closures
475,105
353,436
1,242,725
1,072,979
Plastic containers
156,734
145,644
490,258
463,715
$
1,488,499
$
1,321,342
$
3,695,353
$
3,441,635
-8-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
Revenues by geography were as follows:
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
(Dollars in thousands)
North America
$
1,143,562
$
1,078,187
$
2,858,561
$
2,747,518
Europe and other
344,937
243,155
836,792
694,117
$
1,488,499
$
1,321,342
$
3,695,353
$
3,441,635
Our contracts generally include standard commercial payment terms generally acceptable in each region. We do not provide financing with extended payment terms beyond generally standard commercial payment terms for the applicable industry. We have no significant obligations for refunds, warranties or similar obligations. Trade accounts receivable, net are shown separately on our Condensed Consolidated Balance Sheet. Contract assets are the result of the timing of revenue recognition, billings and cash collections. Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $80.2 million, $73.4 million, and $71.1 million as of September 30, 2020 and 2019 and December 31, 2019, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheet.
Note 3. Acquisitions
Cobra Plastics Acquisition
On February 4, 2020 we acquired Cobra Plastics, Inc., or Cobra Plastics, a manufacturer and seller of injection molded plastic closures for a wide variety of consumer products, with a particular focus on the aerosol overcap market. The purchase price for this acquisition of $39.8 million, net of cash acquired, was primarily funded with revolving loan borrowings under our amended and restated senior secured credit facility, or the Credit Agreement. For this acquisition, we applied the acquisition method of accounting and recognized assets acquired and liabilities assumed at fair value as of the acquisition date, and we recognized goodwill of $18.4 million and a customer relationship intangible asset of $11.5 million. Cobra Plastics' results of operations were included in our closures business since the acquisition date and were not significant since such date.
Albéa Dispensing Business Acquisition
On June 1, 2020, we acquired the dispensing operations of the Albéa Group, or the Albéa Dispensing Business, a leading global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. It operates a global network of ten manufacturing facilities across North America, Europe, South America and Asia. This acquisition is strategically important for us, as it expands our closures franchise and, in particular, our dispensing systems operations. The Albéa Dispensing Business is included in our closures business as of the acquisition date.
We acquired the Albéa Dispensing Business for a purchase price in cash of $901.0 million, net of cash acquired. The purchase price is subject to adjustment for working capital, other current assets and current liabilities and net indebtedness. We incurred acquisition related costs for the Albéa Dispensing Business totaling $0.7 million and $19.0 million for the three and nine months ended September 30, 2020, respectively, which are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Income. We funded the purchase price for this acquisition with term and revolving loan borrowings under the Credit Agreement, including a delayed draw term loan of $900 million. See Note 8 for further information.
The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition using valuation techniques including the income, cost and market approaches, primarily using Level 3 inputs (as defined in Note 9). The purchase price allocation is preliminary and subject to change pending a final valuation of the assets and liabilities, including property, plant and equipment and intangible assets, and the related tax impact of any adjustments to
-9-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
such valuations. In connection with this acquisition, we recorded a charge of $3.5 million related to the write-up of acquired inventory of the Albéa Dispensing Business as a result of purchase accounting.
The allocated fair value of assets acquired and liabilities assumed are summarized as follows (in thousands)
Trade accounts receivable
$
42,742
Inventories
41,102
Property, plant and equipment
192,723
Other intangible assets
285,000
Other assets
33,478
Trade accounts payable and accrued liabilities
(62,930)
Deferred income tax liabilities
(101,795)
Debt and other liabilities
(31,843)
Total identifiable net assets
398,477
Goodwill
502,570
Cash paid at closing, net of cash acquired
$
901,047
Goodwill of $502.6 million consists largely of our increased capacity to serve our global customers and achieve operational synergies and has been assigned to our closures segment. A majority of the goodwill is not expected to be deductible for income tax purposes. Other intangible assets consist of customer relationships of $257.0 million with an estimated remaining life of 24 years and technology know-how of $28.0 million with an estimated remaining life of 8 years. Acquired property, plant and equipment are being depreciated on a straight-line basis with estimated remaining lives of up to 35 years.
Our consolidated results of operations for the three and nine months ended September 30, 2020 included the results for the Albéa Dispensing Business since the acquisition date. Net sales from the Albéa Dispensing Business operations of $81.3 million and $111.2 million were included in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020, respectively.
Note 4. Rationalization Charges
We continually evaluate cost reduction opportunities across each of our businesses, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by business segment were as follows:
Three Months Ended
Nine Months Ended
Sept. 30, 2020
Sept. 30, 2019
Sept. 30, 2020
Sept. 30, 2019
(Dollars in thousands)
Metal containers
$
1,639
$
3,035
$
4,755
$
42,280
Closures
787
72
2,229
5,979
Plastic containers
79
88
263
335
$
2,505
$
3,195
$
7,247
$
48,594
-10-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
Activity in reserves for our rationalization plans were as follows:
Employee Severance and Benefits
Plant Exit Costs
Non-Cash Asset Write-Down
Total
(Dollars in thousands)
Balance at December 31, 2019
$
42,815
$
898
$
—
$
43,713
Charged to expense
4,138
2,005
1,104
7,247
Utilized and currency translation
(5,410)
(2,251)
(1,104)
(8,765)
Balance at September 30, 2020
$
41,543
$
652
$
—
$
42,195
Rationalization reserves as of September 30, 2020 were recorded in our Condensed Consolidated Balance Sheets as accrued liabilities of $4.8 million and other liabilities of $37.4 million. Exclusive of the footprint optimization plan for our metal container business and our resulting withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, announced in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $2.1 million and $3.9 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $1.1 million per year and be recognized annually for the next twenty years, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $3.1 million annually for the next twenty years, beginning in 2020.
Note 5. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows:
Unrecognized Net Defined Benefit Plan Costs
Change in Fair Value of Derivatives
Foreign Currency Translation
Total
(Dollars in thousands)
Balance at December 31, 2019
$
(139,102)
$
(3,182)
$
(117,458)
$
(259,742)
Other comprehensive loss before reclassifications
(872)
(3,176)
(15,495)
(19,543)
Amounts reclassified from accumulated other
comprehensive loss
5,427
1,506
—
6,933
Other comprehensive loss
4,555
(1,670)
(15,495)
(12,610)
Balance at September 30, 2020
$
(134,547)
$
(4,852)
$
(132,953)
$
(272,352)
The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020, were net (losses) of $(2.4) million and $(7.3) million, respectively, excluding income tax benefits of $0.6 million and $1.9 million, respectively. For the three and nine months ended September 30, 2020 these net (losses) consisted of amortization of net actuarial (losses) of $(2.9) million and $(8.6) million and amortization of net prior service credit of $0.4 million and $1.3 million, respectively. Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 11 for further information.
The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 were not significant.
-11-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
Other comprehensive loss before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2020, consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $42.4 million and $19.4 million, respectively, (ii) foreign currency (losses) related to intra-entity foreign currency transactions that are of a long-term investment nature of $(0.4) million and $(3.3) million, respectively, and (iii) foreign currency (losses) related to our net investment hedges of $(25.2) million and $(41.4) million, respectively, excluding income tax benefits of $6.0 million and $9.8 million, respectively. See Note 9 for further discussion.
Note 6. Inventories
Inventories consisted of the following:
Sept. 30, 2020
Sept. 30, 2019
Dec. 31, 2019
(Dollars in thousands)
Raw materials
$
294,896
$
275,015
$
286,953
Work-in-process
154,157
127,590
134,417
Finished goods
370,406
413,864
355,337
Other
15,217
12,620
12,793
834,676
829,089
789,500
Adjustment to value inventory at cost on the LIFO method
(156,495)
(125,883)
(156,495)
$
678,181
$
703,206
$
633,005
Note 7. Goodwill and Other Intangibles
Changes in the carrying amount of goodwill were as follows:
Metal Containers
Closures
Plastic Containers
Total
(Dollars in thousands)
Balance at December 31, 2019
$
113,463
$
801,776
$
226,984
$
1,142,223
Acquisitions
—
520,946
—
520,946
Currency translation
2,217
37,511
(434)
39,294
Balance at September 30, 2020
$
115,680
$
1,360,233
$
226,550
$
1,702,463
In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized goodwill of $521.0 million.
-12-
SILGAN HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information at September 30, 2020 and 2019 and for the
three and nine months then ended is unaudited)
The components of other intangible assets, net were as follows:
Sept. 30, 2020
Dec. 31, 2019
Gross Amount
Accumulated Amortization
Gross Amount
Accumulated Amortization
(Dollars in thousands)
Definite-lived intangibles:
Customer relationships
$
696,003
$
(136,583)
$
422,042
$
(116,575)
Other
70,766
(29,070)
39,447
(22,439)
766,769
(165,653)
461,489
(139,014)
Indefinite-lived intangibles:
Trade names
32,140
—
32,140
—
$
798,909
$
(165,653)
$
493,629
$
(139,014)
In connection with our acquisitions of Cobra Plastics and the Albéa Dispensing Business as discussed in Note 3, we recognized intangible assets for customer relationships of $268.5 million and technology know-how of $28.0 million.
Amortization expense was $10.4 million and $25.4 million for the three and nine months ended September 30, 2020, respectively, and $6.7 million and $20.4 million for the three and nine months ended September 30, 2019, respectively. Amortization expense is expected to be $35.9 million, $40.7 million, $39.9 million, $39.9 million and $38.3 million for the years ended December 31, 2020 through 2024, respectively.