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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 ANCHOR GLASS CONTAINER CORPORATION 
  0-23359 
  Delaware
    
    59-3417812(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, FL
    
    33634-7513(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 813-884-0000 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 [  ]. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]. Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. The number of shares of Anchor Glass Container Corporation, common stock, $.10 par value,
outstanding at April 30, 2004 was 24,522,343.




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ANCHOR GLASS CONTAINER CORPORATION FORM 10-Q For the Quarterly Period Ended March 31, 2004 INDEX Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Statements of Operations and Comprehensive Income (Loss) -
Three Months Ended March 31, 2004 and 2003
    
    
    3Condensed Balance Sheets -
March 31, 2004 and December 31, 2003
    
    
    4Condensed Statements of Cash Flows -
Three Months Ended March 31, 2004 and 2003
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures About
Market Risk
    
    
    11Item 4. Controls and Procedures
    
    
    12PART II  OTHER INFORMATION
    
    
    13Item 1. Legal Proceedings
    
    
    13Item 2. Changes in Securities and Use of Proceeds
    
    
    13Item 3. Defaults Upon Senior Securities
    
    
    13Item 4. Submission of Matters to a Vote of Security Holders
    
    
    13Item 5. Other Information
    
    
    13Item 6. Exhibits and Reports on Form 8-K
    
    
    13SIGNATURES
    
    
    14EX-31.1 302 Certification of CEOEX-31.2 302 Certification of CFOEX-32 906 Certification of CEO & CFO
 2




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PART I  FINANCIAL INFORMATION 
 Item 1. Financial Statements. ANCHOR GLASS CONTAINER CORPORATION 
 CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 (unaudited)
(dollars in thousands, except per share data)
 Three Months Ended March 31,2004
    
    2003Net sales
    
    $
    189,561
    
    
    $
    162,403Costs and expenses:Cost of products sold
    
    
    174,996
    
    
    
    152,927Selling and administrative expenses
    
    
    7,091
    
    
    
    6,646Income from operations
    
    
    7,474
    
    
    
    2,830Other income (expense), net
    
    
    397
    
    
    
    (588
    )Interest expense
    
    
    (12,141
    )
    
    
    (14,131
    )Net loss
    
    $
    (4,270
    )
    
    $
    (11,889
    )Preferred stock dividends
    
    $
    
    
    
    $
    (2,341
    )Loss applicable to common stock
    
    $
    (4,270
    )
    
    $
    (14,230
    )Basic and diluted net loss per
share applicable to common stock
    
    $
    (0.17
    )
    
    $
    (1.05
    )Basic and diluted weighted average number of
common shares outstanding
    
    
    24,516,244
    
    
    
    13,499,995Comprehensive loss:Net loss
    
    $
    (4,270
    )
    
    $
    (11,889
    )Other comprehensive income (loss):Derivative income (loss)
    
    
    2,014
    
    
    
    (190
    )Comprehensive loss
    
    $
    (2,256
    )
    
    $
    (12,079
    )
 See Notes to Condensed Financial Statements. 3




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ANCHOR GLASS CONTAINER CORPORATION 
 CONDENSED BALANCE SHEETS
 (dollars in thousands)
 March 31, 2004
    
    December 31, 2003(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    100
    
    
    $
    23,083Accounts receivable
    
    
    63,410
    
    
    
    36,674Inventories:Raw materials and manufacturing supplies
    
    
    28,100
    
    
    
    28,144Finished products
    
    
    107,723
    
    
    
    108,640Other current assets
    
    
    11,444
    
    
    
    11,230Total current assets
    
    
    210,777
    
    
    
    207,771Property, plant and equipment, net
    
    
    485,198
    
    
    
    477,253Other assets
    
    
    14,559
    
    
    
    14,674Intangible assets
    
    
    6,648
    
    
    
    6,846$
    717,182
    
    
    $
    706,544LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings under revolving credit facility
    
    $
    27,965
    
    
    $
    Current maturities of long-term debt
    
    
    8,994
    
    
    
    8,895Accounts payable
    
    
    56,752
    
    
    
    55,000Accrued expenses
    
    
    17,968
    
    
    
    17,004Accrued interest
    
    
    5,415
    
    
    
    14,900Accrued compensation and employee benefits
    
    
    25,541
    
    
    
    31,271Total current liabilities
    
    
    142,635
    
    
    
    127,070Long-term debt
    
    
    419,818
    
    
    
    422,881Long-term post-retirement liabilities
    
    
    41,437
    
    
    
    40,197Other long-term liabilities
    
    
    20,762
    
    
    
    20,833482,017
    
    
    
    483,911Commitments and contingencies
Stockholders equity:Common stock
    
    
    2,452
    
    
    
    2,451Capital in excess of par value
    
    
    128,771
    
    
    
    129,549Accumulated deficit
    
    
    (42,851
    )
    
    
    (38,581
    )Accumulated other comprehensive income
    
    
    4,158
    
    
    
    2,14492,530
    
    
    
    95,563$
    717,182
    
    
    $
    706,544
 See Notes to Condensed Financial Statements. 4




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ANCHOR GLASS CONTAINER CORPORATION 
 CONDENSED STATEMENTS OF CASH FLOWS
 (unaudited)
(dollars in thousands)
 Three Months Ended March 31,2004
    
    2003Cash flows from operating activities:Net loss
    
    $
    (4,270
    )
    
    $
    (11,889
    )Adjustments to reconcile net loss to cash
used in operating activities:Depreciation
    
    
    16,627
    
    
    
    15,439Amortization
    
    
    969
    
    
    
    755Amortization of financing fees
    
    
    435
    
    
    
    4,043Other
    
    
    70
    
    
    
    1Decrease in cash resulting from changes in assets and
liabilities
    
    
    (40,292
    )
    
    
    (27,354
    )(26,461
    )
    
    
    (19,005
    )Cash flows from investing activities:Expenditures for property, plant and equipment
    
    
    (20,912
    )
    
    
    (35,170
    )Purchase of equipment under leases
    
    
    
    
    
    
    (39,217
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    10,412Change in restricted cash
    
    
    
    
    
    
    349Other
    
    
    (1,844
    )
    
    
    (856
    )(22,756
    )
    
    
    (64,482
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    300,000Principal payments of long-term debt
    
    
    (2,865
    )
    
    
    (171,253
    )Dividends paid on common stock
    
    
    (981
    )
    
    
    Net draws (repayments) on revolving credit facility
    
    
    27,965
    
    
    
    (22,040
    )Payment of capital lease obligations for assets purchased
    
    
    
    
    
    
    (5,539
    )Plan distributions to Series A preferred stock
    
    
    
    
    
    
    (3,665
    )Other
    
    
    2,115
    
    
    
    (14,082
    )26,234
    
    
    
    83,421Cash and cash equivalents:Decrease in cash and cash equivalents
    
    
    (22,983
    )
    
    
    (66
    )Balance, beginning of period
    
    
    23,083
    
    
    
    351Balance, end of period
    
    $
    100
    
    
    $
    285Supplemental noncash activities:Non-cash equipment financing
    
    $
    
    
    
    $
    10,000
 See Notes to Condensed Financial Statements. 5




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ANCHOR GLASS CONTAINER CORPORATION 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
(dollars in thousands)
 NOTE 1  Basis of Presentation Management Responsibility In the opinion of management, the accompanying condensed financial
statements contain all adjustments, consisting only of normal recurring
adjustments, that are necessary to present fairly the financial position of
Anchor Glass Container Corporation (the Company or Anchor) as of March 31,
2004 and the results of operations and cash flows for the three months then
ended. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements of Anchor included in the Companys annual report on Form 10-K for
the year ended December 31, 2003. The results of operations for the interim
periods are not necessarily indicative of the results of the full fiscal year. Post-retirement Benefits The Company provides post-retirement benefits to certain salaried and
hourly employees and former employees. The Company accrues post-retirement
benefits (such as healthcare benefits) during the years an employee provides
services. Currently, the Company funds these healthcare benefits on a
pay-as-you-go basis. The components of the net periodic benefit cost are: Three Months Ended March 31,2004
    
    2003Service cost-benefits earned during the period
    
    $
    116
    
    
    $
    116Interest cost on projected benefit obligation
    
    
    835
    
    
    
    902Amortization of actuarial losses
    
    
    174
    
    
    
    132Total net periodic benefit cost
    
    $
    1,125
    
    
    $
    1,150
 Capital Stock In the three months ended March 31, 2004, the Company declared and paid a
cash dividend on its common stock of $981, recorded stock option compensation
expense of $169 and received the proceeds from the exercise of stock options of
$34. New Accounting Standards In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the Medicare Act) was signed into law. The
Medicare Act introduces a prescription drug benefit under Medicare as well as a
federal subsidy to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare Part D. In January
2004, the Financial Accounting Standards Board issued FSP No. FAS 106-1 -
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (FSP FAS 106- 6




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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands) 1). Under FSP
FAS 106-1, a plan sponsor may elect to defer recognizing the effects of the
Medicare Act in the accounting for its plan under Statement of Financial
Accounting Standards No. 106Employers Accounting for
Postretirement Benefits Other Than Pensions (SFAS 106) and in providing
disclosures related to the plan required by Statement of Financial Accounting
Standards No. 132 REmployers Disclosures about Pensions and Other
Postretirement Benefits (SFAS 132R) until authoritative guidance on the
accounting for the federal subsidy is issued. As of December 31, 2003, the
Company elected to defer recognizing the effects of the Medicare Act, and
accordingly, the accumulated post-retirement benefit obligation and the net
periodic benefit cost in the accompanying condensed financial statements and
notes thereto do not reflect the effects of the Medicare Act on the plan.
Specific guidance on the accounting for the federal subsidy is pending and upon
its issuance, such guidance could require a sponsor to change previously
reported information. In April 2004, Financial Accounting Standards Board
issued proposed guidance regarding the accounting for the provisions of the
Medicare Act, and if finalized, these rules would be effective for interim
periods beginning after June 15, 2004. NOTE 2  Property, Plant and Equipment The Companys depreciation expense in 2003 and for the four months ended
December 31, 2002, for assets in service prior to August 2002, was based on the
Companys fresh start appraisal, and resulted in higher depreciation expense
than normal maintenance capital expenditure levels and industry comparables. As
a result of a change in the business conditions and outlook of Anchor, the
Company re-engaged the same independent appraisal firm to evaluate and update
the depreciable lives of its property, plant and equipment. The appraisal did
not affect valuations and there was no change made to asset costs. The Company
implemented the results of this independent appraisal effective January 1, 2004
and, accordingly, calculated depreciation expense for the first quarter of 2004
using the updated lives, resulting in a reduction in the amount of depreciation
that would have been otherwise expensed. Depreciation and amortization recorded
in the first quarter of 2004 was $17,596. On a pro forma basis, without the
update to depreciable lives, depreciation and amortization expense would have
been greater by $1,895. NOTE 3  Commitments and Contingencies The Company is, and from time to time may be, a party to routine legal
proceedings incidental to the operation of its business. The outcome of any
pending or threatened proceedings is not expected to have a material adverse
effect on the financial condition, operating results or cash flows of the
Company, based on the Companys current understanding of the relevant facts.
Legal expenses incurred related to these contingencies are generally expensed
as incurred. The Companys operations are subject to various Federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. The Company does not believe that its
environmental exposure is in excess of the reserves reflected on its balance
sheet, although there can be no assurance that this will continue to be the
case. 7




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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations. Company Background The Company is the third largest manufacturer of glass containers in the
United States, focused solely on this packaging industry segment. The Company
has nine strategically located facilities where it produces a diverse line of
flint (clear), amber, green and other colored glass containers of various
types, designs and sizes for the beer, beverage, food, liquor and flavored
alcoholic beverage markets. The Company manufactures and sells its products to
many of the leading producers of products in these categories. Results of Operations Net sales.Net sales for the first quarter of 2004 were $189.6 million
compared to $162.4 million for the first quarter of 2003. The increase in net
sales of approximately $27.2 million, or 16.7%, was principally the result of
an increase in unit shipments of approximately 18.8% in the three months ended
March 31, 2004 as compared with the same period of 2003. The Companys sales
growth in the first quarter continued the positive trend experienced in the
second half of 2003. The Companys volume growth in the first quarter of 2004
was primarily driven by strong shipments in the beverage and liquor categories
as a result of incremental new business, as well as core business volume
increases, primarily in the beer category. Cost of products sold.The Companys cost of products sold in the first
quarter of 2004 was $175.0 million, or 92.3% of net sales, while the cost of
products sold for the first quarter of 2003 was $152.9 million, or 94.2% of net
sales. This improvement in margin in 2004 reflects the benefits of productivity
improvements and manufacturing efficiencies over costs associated with downtime
during the capital improvement projects. The increase in sales volumes and
improvement in mix, including freight, resulted in margin improvements of $3.6 million in the first
quarter of 2004 as compared with the first quarter of 2003. Margin was
negatively impacted by the increase in the cost of energy of $1.5 million, as
compared with 2003. The Companys depreciation expense in 2003 and for the four months ended
December 31, 2002, for assets in service prior to August 2002, was based on the
Companys fresh start appraisal from August 2002, and resulted in higher
depreciation expense than normal maintenance capital expenditure levels and
industry comparables. As a result of a change in the business conditions and
outlook of Anchor, the Company re-engaged the same independent appraisal firm
to evaluate and update the depreciable lives of its property, plant and
equipment. The appraisal did not affect valuations and there was no change made
to asset costs. The Company implemented the results of this independent
appraisal effective January 1, 2004 and, accordingly, calculated depreciation
expense for the first quarter of 2004 using the updated lives, resulting in a
reduction of $1.9 million in the amount of depreciation that would have been
otherwise expensed in the first quarter of 2004. Actual depreciation and
amortization expense was $1.4 million greater in the first quarter of 2004 than
in the first quarter of 2003, primarily as a result of the significant capital
improvement projects in 2003. Selling and administrative expenses.Selling and administrative expenses
for the three months ended March 31, 2004 were $7.1 million, or 3.7% of net
sales, while selling and administrative expenses for the three months ended
March 31, 2003 were $6.7 million, or 4.1% of net sales. The increase in
selling and administrative expenses resulted from slightly higher personnel and
benefit costs, including stock option expenses and incremental public company
costs. Interest expense.Interest expense for the first quarter of 2004 was $12.1
million compared to $14.1 million for the first quarter of 2003, a decrease of
$2.0 million. Interest expense in 2003 included a charge of $4.3 million for
the noncash write-off of deferred fees of $3.6 million and related payments of
$0.7 million, related to debt repaid with the proceeds from the issuance of the
11% Senior Secured Notes due 2013, aggregate principal amount of $350.0 million
(the Senior Secured Notes). Cash interest 8




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expense increased $2.3 million in
the first quarter of 2004 as a result of higher outstanding debt levels in 2004
as compared with the first quarter of 2003. Net income (loss).The Company recorded a net loss of $4.3 million in the
first quarter of 2004 compared to a net loss of $11.9 million in the first
quarter of 2003. The reduction in net loss quarter over quarter of $7.6 million
was primarily due to the factors noted above. Liquidity and Capital Resources The Companys principal sources of liquidity are funds derived from
operations and borrowings under the Companys $100.0 million revolving credit
facility (the Revolving Credit Facility). The Company believes that cash
flows from operating activities, combined with available borrowings under the
Revolving Credit Facility, will be sufficient to support its operations and
liquidity requirements for the foreseeable future, although the Company cannot
be assured that this will be the case. Peak operating needs are in the spring,
at which time working capital borrowings are significantly higher than at other
times of the year. Cash Flows Operating Activities.Operating activities consumed $26.5 million in cash
in the three months ended March 31, 2004, as compared to cash
used of $19.0
million in the three months ended March 31, 2003. Cash used in the first
quarter of 2004 reflects the changes in working capital items offset by the
reduction of net loss. Accounts receivable levels increased in 2004, using
$24.7 million in cash. The increase in accounts receivable primarily results
from the increase in sales volumes noted above, the effect of certain customers
foregoing early payment for discounts and impact from customary seasonal terms
of certain sales. Cash interest payments in the first quarter of 2004 were
$11.4 million greater than payments made in the first quarter of 2003. Cash
used in the reduction of current liabilities was $4.2 million. Investing Activities.Cash consumed in investing activities was $22.7
million in the first quarter 2004, as compared to $64.5 million in the first
quarter of 2003. Capital expenditures were $20.9 million and $35.2 million,
respectively in 2004 and 2003. In the first quarter of 2003, the Company used
$45.0 million of the proceeds from the offering of the Senior Secured Notes to
terminate certain equipment leases and purchased the equipment leased
thereunder (of which $39.2 million was included in investing activities and
$5.5 million was included in financing activities). Financing Activities.Net cash provided in financing activities was $26.2
million in the first quarter 2004, as compared to cash provided of
$83.4
million in first quarter of 2003. The net financing activities in 2004
principally reflect borrowings under the Revolving Credit Facility. A cash
dividend payment on the Companys common stock, paid in the first quarter of
2004, was approximately $1.0 million. The net financing activities in 2003
principally reflect the proceeds of the offering of the Senior Secured Notes of
$289.0 million and the use of a portion of these proceeds for the repayment of
debt then outstanding. Debt and Other Contractual Obligations The Company has aggregate indebtedness of $350.0 million under its Senior
Secured Notes. As of March 31, 2004, advances outstanding under the Revolving Credit
Facility were $28.0 million, borrowing availability was $59.7 million and
outstanding letters of credit on this facility were $12.2 million. Availability
under the Revolving Credit Facility approximates $52 million currently. Under a master lease agreement entered into in December 2002, the Company
leased equipment in the amount of $20.0 million in the aggregate under a lease
term of five years. The master lease agreement is structured as a capital lease
under generally accepted accounting principles. For each group of equipment
items the Company agreed to lease, it entered into an equipment schedule that
applied the terms of the master lease to such equipment. 9




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In August 2002, in connection with the Reorganization, the Company entered
into a ten-year payment obligation under the agreement with the PBGC. The
Company is required to make monthly payments to the PBGC in the amount of
approximately $0.8 million. The present value of this obligation was $59.5
million at March 31, 2004. The obligations under the Revolving Credit Facility are secured by a first
priority security interest in all of the Companys inventories, receivables,
general intangibles and proceeds therefrom. In addition, the Revolving Credit
Facility contains customary negative covenants and restrictions for
transactions including, without limitation, restrictions on indebtedness,
liens, investments, fundamental business changes, asset dispositions outside of
the ordinary course of business, certain junior payments, transactions with
affiliates and changes relating to indebtedness. The Revolving Credit Facility
requires that the Company meet a quarterly fixed charge coverage test, unless
minimum availability declines below $10.0 million in which case the Company
must meet a monthly fixed charge coverage test. The Company anticipates expenditures in the remainder of 2004 of
approximately $34 million for capital expenditures, approximately $21 million
for interest and approximately $7 million for operating and capital leases. In
addition, the Company is obligated to pay approximately $3.5 million annually
related to its post-retirement benefit plan and $5.2 million annually to
multiemployer pension plans for the future service benefits of its hourly
employees. Capital Expenditures Capital expenditures were $20.9 million in the first quarter of 2004, as
the Company performed a major reconstruction on a furnace at its Shakopee,
Minnesota facility. This rebuild is the only major maintenance
capital project planned
for 2004. Capital spending in 2004 is expected to return to more normal levels
and is expected to approximate $55 million in total. The Companys principal
sources of liquidity for the funding of the 2004 capital expenditures are
expected to be from operations and borrowings under the Revolving Credit
Facility. Off-Balance Sheet Arrangements The Company is not party to off-balance sheet arrangements. Impact of Inflation The impact of inflation on the Companys costs, and the ability to pass on
cost increases in the form of increased sales prices, is dependent upon market
conditions. The Company has experienced significant cost increases in specific
materials and energy and has not been fully able to pass on these cost
increases to its customers for several years, although the Company did realize
some price increases in recent years, primarily due to the abnormally high
energy costs, which the Company has experienced since 2001. Seasonality Demand for beer, iced tea and other beverages is stronger during the
summer months. Because the Companys shipment volume is typically higher in the
second and third quarters, the Company usually builds inventory during the
fourth and first quarters in anticipation of seasonal demands, although as a
result of 2004 shipment levels, inventory declined slightly in the 2004 first
quarter. In addition, although the Company seeks to minimize downtime, it has
historically scheduled shutdowns of its plants for furnace rebuilds and machine
repairs in the fourth and first quarters of the year to coincide with scheduled
holiday and vacation time under its labor union contracts. These shutdowns,
coupled with the Companys contemporaneous inventory build-up, consume working
capital and adversely affect its liquidity on a seasonal basis. 10




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New Accounting Standards In December 2003, the Medicare Act was signed into law. The Medicare Act
introduces a prescription drug benefit under Medicare as well as a federal
subsidy to sponsors of retiree health care benefit plans that provide a benefit
that is at least actuarially equivalent to Medicare Part D. In January 2004,
the Financial Accounting Standards Board issued FSP FAS 106-1. Under FSP FAS
106-1, a plan sponsor may elect to defer recognizing the effects of the
Medicare Act in the accounting for its plan under SFAS 106 and in providing
disclosures related to the plan required by SFAS 132R until authoritative
guidance on the accounting for the federal subsidy is issued. As of
December 31, 2003, the Company elected to defer recognizing the effects of the
Medicare Act, and accordingly, the accumulated post-retirement benefit
obligation and the net periodic benefit cost in the accompanying condensed
financial statements and notes thereto do not reflect the effects of the
Medicare Act on the plan. Specific guidance on the accounting for the federal
subsidy is pending and upon its issuance, such guidance could require a sponsor
to change previously reported information. In April 2004, Financial Accounting
Standards Board issued proposed guidance regarding the accounting for the
provisions of the Medicare Act, and if finalized, these rules would be
effective for interim periods beginning after June 15, 2004. Information Concerning Forward-Looking Statements This report includes forward-looking statements. Forward-looking
statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and
may contain the words believe, anticipate, expect, estimate, intend,
project, will be, will likely continue, will likely result, or words or
phrases of similar meaning including, among other things, statements
concerning:  
    
    the Companys liquidity and capital resources;  
    
    competitive pressures and trends in the glass container or beverage and food industries;  
    
    prevailing interest rates;  
    
    prices for energy, particularly natural gas, and other raw materials;  
    
    legal proceedings and regulatory matters; and  
    
    general economic conditions. Forward-looking statements involve risks and uncertainties faced by the
Company including, but not limited to, economic, competitive, governmental and
technological factors outside the control of the Company that may cause actual
results to differ materially from the forward-looking statements. These risks
and uncertainties may include the highly competitive nature of the glass
container industry and the intense competition from makers of alternative forms
of packaging; fluctuations in the price of natural gas; the Companys focus on
the beer industry and its dependence on certain key customers; the seasonal
nature of brewing and other beverage industries; volatility in demand from
emerging new markets; the Companys dependence on certain executive officers;
and changes in environmental and other government regulations. The Company
operates in a changing environment in which new risk factors can emerge from
time to time. It is not possible for management to predict all of these risks,
nor can it assess the extent to which any factor, or a combination of factors,
may cause actual results to differ materially from those contained in
forward-looking statements. All forward-looking statements are subject to risks
and uncertainties, including without limitation those identified in the
Companys annual report on Form 10-K, which could cause actual results to
differ from those projected. The Company disclaims any obligation to update any
forward-looking statements. 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk. The Revolving Credit Facility is subject to interest rates based on a
floating benchmark rate (the prime rate or eurodollar rate), plus an applicable
margin. A change in interest rates under the Revolving Credit Facility could
adversely impact results of operations. A ten percent fluctuation in the market
rate of interest would impact annual interest expense by approximately $0.2
million, based on average borrowings outstanding during 2003. The Companys
long-term debt instruments are subject to fixed 11




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interest rates and, in
addition, the amount of principal to be repaid at maturity is also fixed.
Therefore, the Company is not subject to market risk from its long-term debt
instruments. Less than 1% of the Companys net sales are denominated in currencies
other than the U.S. dollar, and the Company does not believe its total exposure
to currency fluctuations to be significant. Through the purchase of natural gas
futures, the Company has hedged certain of its estimated natural gas purchases,
typically over a period of six to twelve months, although the Company currently
has hedges in place extending into 2005. The Company does not enter into such
hedging transactions for speculative trading
purposes but rather to lock in energy prices. Also, the Company has
entered into put and call options for purchases of natural gas. Accounting for
these derivatives may increase volatility in earnings. 
 Item 4. Controls and Procedures. An evaluation was carried out, as of the end of the period covered by this
report, under the supervision of the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures pursuant to Rules 13a-14 and
15d-14 of the Securities Exchange Act of 1934, as amended. Based on that
evaluation, Anchors Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures are effective. There were no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses. 12




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PART II  OTHER INFORMATION 
 Item 1. Legal Proceedings. The Company is, and from time to time may be, a party to routine legal
proceedings incidental to the operation of its business. The outcome of any
pending or threatened proceedings is not expected to have a material adverse
effect on the financial condition, operating results or cash flows of the
Company, based on the Companys current understanding of the relevant facts.
Legal expenses incurred related to these contingencies are generally expensed
as incurred. The Companys operations are subject to various Federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. The Company does not believe that its
environmental exposure is in excess of the reserves reflected on its balance
sheet, although there can be no assurance that this will continue to be the
case. 
 Item 2. Changes in Securities and Use of Proceeds. None 
 Item 3. Defaults Upon Senior Securities. None 
 Item 4. Submission of Matters to a Vote of Security Holders. None 
 Item 5. Other Information. None 
 Item 6. Exhibits and Reports on Form 8-K. (a.) Exhibits Exhibit 31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive OfficerExhibit 31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial OfficerExhibit 32
    
    Section 1350 Certifications
 (b.) Reports on Form 8-K  Current Report on Form 8-K dated February 12, 2004 and filed February
13, 2004 pursuant to Items 7 and 12. A press release regarding the
release of the Companys results of operations for the fourth quarter
and year ended December 31, 2003 is furnished as an exhibit. 13




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SIGNATURES Pursuant to the requirements 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. ANCHOR GLASS CONTAINER CORPORATIONDate: May 6, 2004
    
    /s/ Darrin J. CampbellDarrin J. CampbellExecutive Vice President andChief Financial Officer(Principal Financial Officer andDuly Authorized Officer)
 14