UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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incorporation or organization) | Identification No.) |
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Securities registered pursuant to Section 12(g) of the Act: None.
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.
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Part I — FINANCIAL INFORMATION
Item 1. Financial Statements.
The Condensed Consolidated Financial Statements of O-I Glass, Inc. (the “Company”) presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated. All adjustments are of a normal recurring nature. Because the following unaudited condensed consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The term “Company,” as used herein and unless otherwise stated or indicated by context, refers to Owens-Illinois, Inc. (“O-I”) prior to the Corporate Modernization (as defined in Note 10) and to O-I Glass, Inc. (“O-I Glass”) after the Corporate Modernization.
1
O-I GLASS, INC.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(Dollars in millions, except per share amounts)
(Unaudited)
Three months ended | ||||||||
March 31, | ||||||||
| 2021 |
| 2020 |
|
| |||
$ | | $ | | |||||
Cost of goods sold |
| ( |
| ( | ||||
Gross profit | | | ||||||
Selling and administrative expense | ( | ( | ||||||
Research, development and engineering expense | ( | ( | ||||||
Interest expense, net | ( | ( | ||||||
Equity earnings | | | ||||||
Other expense, net | ( | ( | ||||||
Earnings (loss) before income taxes |
| ( |
| | ||||
Provision for income taxes | ( | ( | ||||||
Net earnings (loss) |
| ( |
| | ||||
Net earnings attributable to non-controlling interests | ( | ( | ||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||||
Basic earnings per share: | ||||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||||
Weighted average shares outstanding (thousands) | | | ||||||
Diluted earnings per share: | ||||||||
Net earnings (loss) attributable to the Company | $ | ( | $ | | ||||
Weighted average diluted shares outstanding (thousands) | | |
See accompanying notes.
2
O-I GLASS, INC.
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
(Unaudited)
Three months ended | ||||||||
March 31, | ||||||||
|
| 2021 |
| 2020 |
|
| ||
Net earnings (loss) | $ | ( | $ | | ||||
Other comprehensive income (loss): | ||||||||
Foreign currency translation adjustments | ( | ( | ||||||
Pension and other postretirement benefit adjustments, net of tax | | | ||||||
Change in fair value of derivative instruments, net of tax | | | ||||||
Other comprehensive loss | ( | ( | ||||||
Total comprehensive income (loss) | ( | ( | ||||||
Comprehensive (income) loss attributable to non-controlling interests | ( | | ||||||
Comprehensive income (loss) attributable to the Company | $ | ( | $ | ( |
See accompanying notes.
3
O-I GLASS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(Unaudited)
March 31, | December 31, | March 31, | |||||||
2021 | 2020 | 2020 | |||||||
Assets | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | | $ | | $ | | |||
Trade receivables, net of allowance of $ |
| |
| |
| | |||
Inventories |
| |
| |
| | |||
Prepaid expenses and other current assets |
| |
| |
| | |||
Total current assets |
| |
| |
| | |||
Property, plant and equipment, net | | | | ||||||
Goodwill | | | | ||||||
Intangibles, net | | | | ||||||
Other assets | | | | ||||||
Total assets | $ | | $ | | $ | | |||
Liabilities and Share owners’ equity | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | | $ | | $ | | |||
Short-term loans and long-term debt due within one year | | | | ||||||
Other liabilities | | | | ||||||
Total current liabilities |
| |
| |
| | |||
Long-term debt | | | | ||||||
Paddock support agreement liability | | | | ||||||
Other long-term liabilities | | | | ||||||
Share owners' equity | | | | ||||||
Total liabilities and share owners’ equity | $ | | $ | | $ | | |||
See accompanying notes.
4
O-I GLASS, INC.
CONDENSED CONSOLIDATED CASH FLOWS
(Dollars in millions)
(Unaudited)
Three months ended March 31, | ||||||||
| 2021 |
| 2020 |
|
| |||
Cash flows from operating activities: | ||||||||
Net earnings (loss) | $ | ( | $ | | ||||
Non-cash charges | ||||||||
Depreciation and amortization |
| | | |||||
Pension expense |
| | | |||||
Charge related to Paddock support agreement liability |
| | ||||||
Cash payments | ||||||||
Pension contributions |
| ( | ( | |||||
Cash paid for restructuring activities |
| ( | ( | |||||
Change in components of working capital |
| ( | ( | |||||
Other, net (a) | | ( | ||||||
Cash utilized in operating activities |
| ( |
| ( | ||||
Cash flows from investing activities: | ||||||||
Cash payments for property, plant and equipment |
| ( | ( | |||||
Cash proceeds on disposal of other businesses and misc. assets | | |||||||
Cash proceeds on sale of ANZ businesses, net of transaction costs | | |||||||
Deconsolidation of Paddock | ( | |||||||
Other | | |||||||
Cash utilized in investing activities |
| ( |
| ( | ||||
Cash flows from financing activities: | ||||||||
Changes in borrowings, net | | | ||||||
Issuance of common stock and other | ( | ( | ||||||
Dividends paid | ( | |||||||
Cash provided by financing activities |
| |
| | ||||
Effect of exchange rate fluctuations on cash |
| ( | ( | |||||
Increase in cash |
| |
| | ||||
Cash at beginning of period |
| | | |||||
Cash at end of period | $ | | $ | |
(a) | Other, net includes other non-cash charges plus other changes in non-current assets and liabilities. |
See accompanying notes.
5
O-I GLASS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tabular data dollars in millions, except per share amounts
1. Segment Information
Historically, the Company had
Certain assets and activities not directly related to one of the regions or to glass manufacturing are reported with Retained corporate costs and other. These include licensing, equipment manufacturing, global engineering, certain equity investments and the remaining businesses in the Asia Pacific region that do not meet the criteria of an individually reportable segment after the sale of the ANZ businesses. Retained corporate costs and other also includes certain headquarters administrative and facilities costs and certain incentive compensation and other benefit plan costs that are global in nature and are not allocable to the reportable segments.
The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings (loss) before interest income, interest expense, and benefit (provision) for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations, as well as certain retained corporate costs. The Company’s management uses segment operating profit, in combination with net sales and selected cash flow information, to evaluate performance and to allocate resources. Segment operating profit for reportable segments includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided. Segment operating profit is not a recognized term under U.S. GAAP and, therefore, does not purport to be an alternative to earnings (loss) before income taxes. Further, the Company's measure of segment operating profit may not be comparable to similarly titled measures of other companies.
Financial information for the three months ended March 31, 2021 and 2020 regarding the Company’s reportable segments is as follows:
| Three months ended March 31, | ||||||
2021 |
| 2020 |
| ||||
Net sales: | |||||||
Americas | $ | | $ | | |||
Europe |
| | | ||||
Asia Pacific |
| | |||||
Reportable segment totals |
| |
| | |||
Other | | | |||||
Net sales | $ | | $ | |
6
Three months ended March 31, | |||||||
| 2021 |
| 2020 |
| |||
Segment operating profit: | |||||||
Americas | $ | | $ | | |||
Europe |
| |
| | |||
Asia Pacific |
|
| | ||||
Reportable segment totals |
| |
| | |||
Items excluded from segment operating profit: | |||||||
Retained corporate costs and other | ( | ( | |||||
Charge related to Paddock support agreement liability | ( | ||||||
Charge for deconsolidation of Paddock | ( | ||||||
Interest expense, net | ( | ( | |||||
Earnings (loss) before income taxes | $ | ( | $ | |
Financial information regarding the Company’s total assets is as follows:
March 31, | December 31, | March 31, | ||||||||
| 2021 | 2020 | 2020 | |||||||
Total assets: | ||||||||||
Americas |
| $ | |
| $ | |
| $ | | |
Europe |
| |
| |
| | ||||
Asia Pacific |
|
|
| | ||||||
Reportable segment totals |
| |
| |
| | ||||
Other |
| | | | ||||||
Consolidated totals |
| $ | |
| $ | |
| $ | |
2. Revenue
Revenue is recognized at the point in time when obligations under the terms of the Company’s contracts and related purchase orders with its customers are satisfied. This occurs with the transfer of control of glass containers, which primarily takes place when products are shipped from the Company’s manufacturing or warehousing facilities to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimated provisions for rebates, discounts, returns and allowances. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are based on customary business practices and can vary by customer type. The term between invoicing and when payment is due is not significant. Also, the Company elected to account for shipping and handling costs as a fulfillment cost at the time of shipment.
For the three-month periods ended March 31, 2021 and March 31, 2020, the Company had no material bad debt expense, and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheet.
Consistent with the disclosures in Note 1 related to the ANZ sale, Asia Pacific revenue for the three-month period ended March 31, 2020, has been recast to reflect only the revenue of the ANZ businesses. The other businesses that comprised the Asia Pacific segment and that have been retained by the Company have been reclassified to the Other sales line.
7
The following tables for the three months ended March 31, 2021 and 2020 disaggregate the Company’s revenue by customer end use:
Three months ended March 31, 2021 | ||||||||||||
| Americas | Europe | Asia Pacific | Total | ||||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | |
| $ | |
| $ | $ | | ||
Food and other |
| |
| |
|
| | |||||
Non-alcoholic beverages |
| |
| |
|
| | |||||
Reportable segment totals | $ | | $ | | $ | — | $ | | ||||
Other |
| | ||||||||||
Net sales |
| $ | | |||||||||
Three months ended March 31, 2020 | ||||||||||||
| Americas | Europe | Asia Pacific | Total | ||||||||
Alcoholic beverages (beer, wine, spirits) |
| $ | | $ | | $ | | $ | | |||
Food and other |
| | | |
| | ||||||
Non-alcoholic beverages |
| | | |
| | ||||||
Reportable segment totals | $ | | $ | | $ | | $ | | ||||
Other |
| | ||||||||||
Net sales |
| $ | |
3. Credit Losses
The Company is exposed to credit losses primarily through its sales of glass containers to customers. The Company’s trade receivables from customers are due within one year or less. The Company assesses each customer’s ability to pay for the glass containers it sells to them by conducting a credit review. The credit review considers the expected billing exposure and timing for payment and the customer’s established credit rating or the Company’s assessment of the customer’s creditworthiness, based on an analysis of their financial statements when a credit rating is not available. The Company also considers contract terms and conditions, country and political risk, and business strategy in its evaluation. A credit limit is established for each customer based on the outcome of this review. The Company may require collateralized asset support or a prepayment to mitigate credit risk. The Company monitors its ongoing credit exposure through the active review of customer balances against contract terms and due dates, including timely account reconciliation, dispute resolution and payment confirmation. The Company may employ collection agencies and legal counsel to pursue the recovery of defaulted receivables.
At March 31, 2021 and March 30, 2020, the Company reported $
4. Inventories
Major classes of inventory at March 31, 2021, December 31, 2020 and March 31, 2020 are as follows:
March 31, | December 31, | March 31, | |||||||||
| 2021 |
| 2020 |
| 2020 |
|
| ||||
Finished goods | $ | | $ | | $ | | |||||
Raw materials |
| |
| |
| | |||||
Operating supplies |
| |
| |
| | |||||
$ | | $ | | $ | |
8
5. Derivative Instruments
The Company has certain derivative assets and liabilities, which consist of foreign exchange option and forward contracts, interest rate swaps and cross-currency swaps. The valuation of these instruments is determined primarily using the income approach, including discounted cash flow analysis on the expected cash flows of each derivative. Foreign exchange rates and interest rates are the significant inputs into the valuation models. The Company also evaluates counterparty risk in determining fair values. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These inputs are observable in active markets over the terms of the instruments the Company holds, and, accordingly, the Company classifies its derivative assets and liabilities as Level 2 in the hierarchy.
Cash Flow Hedges of Foreign Exchange Risk
The Company has variable-interest rate borrowings denominated in currencies other than the functional currency of the borrowing subsidiaries. As a result, the Company is exposed to fluctuations in the currency of the borrowing against the subsidiaries’ functional currency. The Company uses derivatives to manage these exposures and designates these derivatives as cash flow hedges of foreign exchange risk.
An unrecognized gain of $
Interest Rate Swaps Designated as Fair Value Hedges
The Company enters into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. The Company’s fixed-to-variable interest rate swaps are accounted for as fair value hedges. The relevant terms of the swap agreements match the corresponding terms of the notes, and therefore there is no hedge ineffectiveness. The Company recorded the net of the fair market values of the swaps as a long-term liability and short-term asset, along with a corresponding net decrease in the carrying value of the hedged debt.
Cash Flow Hedges of Interest Rate Risk
The Company enters into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments. These interest rate swap agreements were used to hedge the variable cash flows associated with variable-rate debt.
An unrecognized loss of less than $
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in non-U.S. subsidiaries and uses cross-currency swaps to partially hedge this exposure.
Foreign Exchange Derivative Contracts Not Designated as Hedging Instruments
The Company uses short-term forward exchange or option agreements to purchase foreign currencies at set rates in the future. These agreements are used to limit exposure to fluctuations in foreign currency exchange rates for significant planned purchases of fixed assets or commodities that are denominated in currencies other than the subsidiaries’ functional currency. The Company also uses foreign exchange agreements to offset the foreign currency risk for receivables and payables, including intercompany receivables, payables, and loans, not denominated in, or indexed to, their functional currencies.
9
Balance Sheet Classification
The following table shows the amount and classification (as noted above) of the Company’s derivatives at March 31, 2021, December 31, 2020 and March 31, 2020:
Fair Value of | Fair Value of | |||||||||||||||||
Hedge Assets | Hedge Liabilities | |||||||||||||||||
March 31, | December 31, | March 31, | March 31, | December 31, | March 31, | |||||||||||||
| 2021 |
| 2020 |
| 2020 |
| 2021 |
| 2020 |
| 2020 | |||||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
| ||||||||||||
Interest rate swaps - fair value hedges (a) | | | | |||||||||||||||
Cash flow hedges of foreign exchange risk (b) | | | | | | | ||||||||||||
Interest rate swaps - cash flow hedges (c) | | |||||||||||||||||
Net investment hedges (d) | | | | | | |||||||||||||
Total derivatives accounted for as hedges | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Derivatives not designated as hedges: | ||||||||||||||||||
Foreign exchange derivative contracts (e) | | | | | | | ||||||||||||
Total derivatives | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Current | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Noncurrent | | | | | | | ||||||||||||
Total derivatives | $ | | $ | | $ | | $ | | $ | | $ | |
(a) The notional amounts of the interest rate swaps designated as fair value hedges were €
(b) The notional amounts of the cash flow hedges of foreign exchange risk were $
(c) The notional amounts of the interest rate swaps designated as cash flow hedges were $
(d) The notional amounts of the net investment hedges were €
(e) The notional amounts of the foreign exchange derivative contracts were $
10
Gain (Loss) Recognized in OCI | Gain (Loss) Reclassified from (Effective Portion) (1) | |||||||||||||
Three months ended March 31, | Three months ended March 31, | |||||||||||||
Derivatives designated as hedging instruments: |
| 2021 | 2020 | 2021 | 2020 | |||||||||
Cash Flow Hedges |
|
|
|
|
|
| ||||||||
Cash flow hedges of foreign exchange risk (a) | $ | | $ | | $ | | $ | | ||||||
Net Investment Hedges | ||||||||||||||
Net Investment Hedges (b) | | | | | ||||||||||
$ | | $ | | $ | | $ | | |||||||
Amount of Gain (Loss) | ||||||||||||||
Three months ended March 31, | ||||||||||||||
Derivatives not designated as hedges: |
| 2021 | 2020 | |||||||||||
Foreign exchange derivative contracts |
| $ | |
| $ | |
|
| ||||||
(1) Gains and losses reclassified from accumulated OCI and recognized in income are recorded to (a) other expense, net or (b) interest expense, net. |
6. Restructuring Accruals
Selected information related to the restructuring accruals for the three months ended March 31, 2021 and 2020 is as follows:
Employee | Other | Total | |||||||
| Costs |
| Exit Costs |
| Restructuring | ||||
Balance at January 1, 2021 | $ | | $ | | $ | | |||
Net cash paid, principally severance and related benefits |
| ( |
| ( | |||||
Other, including foreign exchange translation |
| |
| | |||||
Balance at March 31, 2021 | $ | $ | $ |
Employee | Other | Total | |||||||
| Costs |
| Exit Costs |
| Restructuring | ||||
Balance at January 1, 2020 | $ | | $ | | $ | | |||
Net cash paid, principally severance and related benefits |
| ( |
| ( | |||||
Other, including foreign exchange translation |
| ( | ( |
| ( | ||||
Balance at March 31, 2020 | $ | $ | $ |
When a decision is made to take restructuring actions, the Company manages and accounts for them programmatically apart from the on-going operations of the business. Information related to major programs is presented separately, while minor initiatives are presented on a combined basis. As of March 31, 2021 and 2020, no major restructuring programs were in effect.
For the three months ended March 31, 2021 and 2020, the Company has paid severance and related benefits along with other exit costs that were associated with past restructuring actions. The Company expects that the majority of the remaining cash expenditures related to the accrued employee and other costs will be paid out over the next several years.
11
7. Pension Benefit Plans
The components of the net periodic pension cost for the three months ended March 31, 2021 and 2020 are as follows:
U.S. | Non-U.S. |
| |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 |
| |||||
Service cost | $ | | $ | | $ | | $ | | |||||
Interest cost |
| |
| |
| |
| | |||||
Expected asset return | ( | ( | ( | ( | |||||||||
Amortization of actuarial loss | | | | | |||||||||
Net periodic pension cost | $ | | $ | | $ | — | $ | |
The components of pension expense, other than the service cost component, are included in Other expense, net on the Condensed Consolidated Results of Operations.
8. Income Taxes
The Company calculates its interim tax provision using the estimated annual effective tax rate (“EAETR”) methodology in accordance with ASC 740-270. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income or loss in each tax jurisdiction in which the Company operates. The tax effects of discrete items are recognized in the tax provision in the quarter they occur, in accordance with GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. The Company’s annual effective tax rate may be affected by the mix of earnings in the U.S. and foreign jurisdictions, and such factors as changes in tax laws, tax rates or regulations, changes in business, changing interpretation of existing tax laws or regulations, the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The annual effective tax rate differs from the statutory U.S. Federal tax rate of
The Company is currently under examination in various tax jurisdictions, including Bolivia, Brazil, Canada, Colombia, France, Germany, Indonesia, Mexico and Peru. The years under examination range from 2004 through 2019. The Company has received tax assessments in excess of established reserves. The Company is contesting these tax assessments, and will continue to do so, including pursuing all available remedies, such as appeals and litigation, if necessary. The Company believes that adequate provisions for all income tax uncertainties have been made. However, if tax assessments are settled against the Company at amounts in excess of established reserves, it could have a material impact on the Company’s results of operations, financial position or cash flows.
12
9. Debt
The following table summarizes the long-term debt of the Company:
March 31, | December 31, | March 31, | ||||||||
| 2021 |
| 2020 |
| 2020 | |||||
Secured Credit Agreement: | ||||||||||
Revolving Credit Facility: | ||||||||||
Revolving Loans | $ | | $ | — | $ | | ||||
Term Loans: | ||||||||||
Term Loan A | | | | |||||||
Other secured debt |
| | | | ||||||
Senior Notes: |
| |||||||||
| | |||||||||