-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PP4X75qI+Zi1QPUbfgjAdzIjWdJh2Q09ij9S8R4bRUnNQMFrf6WdNk8gDk9HRTU6 dX9anrspmj69mm2uLFtFrw== 0000950117-96-000685.txt : 19960703 0000950117-96-000685.hdr.sgml : 19960703 ACCESSION NUMBER: 0000950117-96-000685 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960702 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CAMP CORP CENTRAL INDEX KEY: 0000100783 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 135652423 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04001 FILM NUMBER: 96589917 BUSINESS ADDRESS: STREET 1: 1600 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2016282000 MAIL ADDRESS: STREET 1: 1600 VALLEY ROAD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: UNION BAG CAMP PAPER CORP DATE OF NAME CHANGE: 19660921 10-Q/A 1 UNION CAMP CORPORATION 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 ------------------------------------------------- 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 1-4001 UNION CAMP CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) VIRGINIA 13-5652423 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1600 VALLEY ROAD, WAYNE, NEW JERSEY 07470 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 628-2000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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, and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----------- ------------- 69,141,424 shares of Registrant's Common Stock, Par Value $1 Per Share, were outstanding as of the close of business on April 30, 1996. PART I. FINANCIAL INFORMATION Item I. Financial Statements. UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME ($ in thousands, except per share)
THREE MONTHS ENDED MARCH 31, --------------------------------- 1996 1995 ---- ---- Net Sales $ 978,255 $ 1,021,146 Costs and other charges: Cost of products sold 678,707 662,829 Selling and administrative expenses 103,499 90,634 Depreciation and cost of timber harvested 68,450 66,364 ---------- ------------ Income from operations 127,599 201,319 ---------- ------------ Gross interest expense 28,232 32,935 Less capitalized interest (860) (5,078) Other (income) expense -net 3,478 1,015 ---------- ------------ Income before income taxes and minority interest 96,749 172,447 ---------- ------------ Income taxes: Current 22,449 44,401 Deferred 13,349 20,340 ---------- ------------ Total income taxes 35,798 64,741 ---------- ------------ Minority interest (net of tax) (2,448) (2,699) Net Income $ 58,503 $ 105,007 ========== ============ Earnings per share: $ 0.85 $ 1.50 Dividends per share $ 0.45 $ 0.39 Earnings per share are computed on the basis of the average number of common shares outstanding: 1996: 69,108,949 1995: 70,036,504
See also the accompanying notes to consolidated financial statements. -2- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEET ($ in thousands)
MARCH 31, DECEMBER 31, 1996 1995 ------------- ------------- ASSETS Cash and cash equivalents $ 28,844 $ 30,332 Receivables-net 497,771 489,967 Inventories at lower of cost or market: Finished goods 236,057 242,732 Raw materials 109,106 109,181 Supplies 115,813 116,804 ---------- ---------- Total inventories 460,976 468,717 ---------- ---------- Assets held for resale 1,323 1,289 Other 36,167 43,512 ---------- ---------- Total current assets 1,025,081 1,033,817 ---------- ---------- Plant and equipment, at cost 6,359,985 6,304,113 Less: accumulated depreciation 2,981,986 2,918,963 ---------- ---------- 3,377,999 3,385,150 Timberlands, less cost of timber harvested 345,360 274,935 ---------- ---------- Total property 3,723,359 3,660,085 ---------- ---------- Other assets 178,785 144,441 ---------- ---------- Total Assets $4,927,225 $4,838,343 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 662,482 $ 620,113 Long-term debt 1,149,623 1,151,536 Deferred income taxes 724,169 709,850 Other liabilities and minority interest 242,099 235,152 Stockholders' equity (Shares outstanding (1996: 69,128,053; 1995: 69,078,078) 2,148,852 2,121,692 ---------- ---------- Total Liabilities and Stockholders' Equity $4,927,225 $4,838,343 ========== ==========
See also the accompanying notes to consolidated financial statements. -3- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS ($ IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ------------------------- 1996 1995 ---- ---- Cash Provided By (Used For) Operations: Net income $ 58,503 $105,007 Adjustments to reconcile net income to cash provided by operations: Depreciation, amortization, and cost of company timber harvested 72,875 70,443 Deferred income taxes 13,349 20,340 Other 7,887 2,725 Changes in operational assets and liabilities: Receivables (6,769) (65,964) Inventories 8,146 (12,709) Other assets 4,389 (1,380) Accounts payable, taxes and other liabilities (17,766) 11,594 ---------- ---------- Cash Provided By Operations 140,614 130,056 ---------- ---------- Cash (Used For) Provided By Investment Activities: Capital expenditures: Plant and equipment (53,155) (56,924) Timberlands (74,043) (4,766) Payments for acquired businesses (31,850) -- Proceeds from sale of businesses -- 11,083 Other (13,410) (9,786) ---------- ---------- (172,458) (60,393) ---------- ---------- Cash (Used For) Provided By Financing Activities: Change in short-term notes payable 82,230 (3,771) Repayments of long-term debt (20,845) (15,460) Dividends paid (31,103) (27,320) ---------- ---------- 30,282 (46,551) ---------- ---------- Effect of exchange rate changes on cash 74 179 ---------- ---------- Increase (decrease) in cash and cash equivalents (1,488) 23,291 Balance at beginning of year 30,332 13,256 ---------- ---------- Balance at end of period $ 28,844 $ 36,547 ========== ========== Supplemental cash flow information: Cash paid during the period for: Interest (net of amount capitalized) $ 33,847 $ 34,666 Income taxes $ 7,147 $ 14,550
See also the accompanying notes to consolidated financial statements. -4- UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The information furnished in this report is unaudited but includes all adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods reported. The adjustments made were of a normal recurring nature. Note 2. "Other Assets" increased by more than $34 million from year-end 1995, primarily due to a $22.5 million investment to acquire a 50% interest in a corrugated container plant in Turkey. Note 3. Included in "Current Liabilities" are $170 million and $90 million of commercial paper borrowings at March 31, 1996 and year-end 1995, respectively. Note 4. Included in "Other Liabilities and Minority Interest" for March 31, 1996 and year-end 1995 are $71.5 million and $69.3 million, respectively, representing the minority interest in Union Camp's 68% owned subsidiary, Bush Boake Allen. Note 5. Certain amounts have been reclassified for 1995 to conform with the 1996 presentation. -5- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income for the first quarter of 1996 was $58.5 million or $.85 per share, compared to $105.0 million or $1.50 per share for the first quarter of last year. The significant earnings decrease reflects the continued unfavorable pricing climate in both the domestic and export paper products markets. During the first quarter, these markets continued to be negatively effected by a sluggish economy and a slowing of demand due to customers adjusting their inventory levels downward, which reduced average selling prices from the record levels achieved in mid 1995. Operating income for the quarter was $127.6 million, a 37% decrease from the $201.3 million reported for last year's first quarter. Net sales for the first quarter were $978 million, 4% below the previous year's comparable quarter. Total paper product shipments for the quarter were approximately 854,000 tons, a 6% decline from last year's first quarter. Lower selling prices for the company's paper and packaging products and a decline in shipments of linerboard and corrugated containers were the primary contributors to the decrease. Operating income for the paper and paperboard segment was $104.7 million, a 37% decrease from the $165.8 million reported for the first quarter of last year. Lower average selling prices and marginally higher manufacturing costs per ton at the company's paper mills were the primary reasons for this earnings decline. Both the domestic and foreign paper products markets experienced a decline towards the end of last year, due to a sluggish economy and customers working down inventories built earlier in 1995. This trend continued into the first quarter of this year, which negatively effected average selling prices for both domestic and export linerboard and uncoated business papers. For the quarter, average prices for the company's linerboard and uncoated business papers were down 11% and 6%, respectively, compared to last year's first quarter. As a result of the slowness in the market, the company took approximately 55,000 tons of market-related linerboard downtime during the first quarter. Packaging segment operating income was $12.6 million for the first quarter of 1996, compared to $21 million for last year's comparable quarter. The domestic corrugated container operations were the primary contributors to the lower level of earnings for the segment. Higher raw material costs and an 8% decline in shipments from the first quarter of last year more than offset a 5% increase in average selling prices. First quarter earnings from the company's overseas container operations decreased substantially over last year's comparable quarter. Earnings for the flexible packaging operations improved 21% over the first quarter of last year, primarily attributable to overall cost reductions and higher average selling prices. 6 The company's non-paper businesses reported a 31% decrease in operating income, compared to last year's first quarter. The wood products operations were the primary contributors to this decline, reporting operating income of $5.4 million, 65% below the first quarter oflast year, reflecting a downward trend in selling prices, in addition to higher wood costs for the quarter. Operating income for the chemical segment was $17.2 million for the quarter, compared to $17.6 million for last year's first quarter. Despite continued strong results for the Bush Boake Allen flavor and fragrance operations, higher manufacturing costs at the company's tall- oil-based chemical business slightly offset these gains. Depreciation expense increased 2% in the first quarter of 1996 from last year's comparable period, primarily attributable to the start up of the recovery boiler at the Savannah mill at the end of the first quarter of last year. Cash flow from operations for the first quarter of 1996 was $140.6 million, compared to $130.1 million for last year's comparable period. The increase was primarily due to a decrease in working capital, partially offset by lower earnings for the first quarter of this year. Capital expenditures for the first quarter totaled $127.2 million, compared to $61.7 million last year. This increase is attributable to a large timberland acquisition in early 1996. Total debt increased $61 million during the first quarter of 1996, primarily attributable to increased commercial paper borrowings. The ratio of long-term debt to total capital was 28.6% at March 31, 1996, compared to 28.9% at year-end 1995. Net working capital was $362.6 million at March 31, 1996, compared to $413.7 million at year-end 1995. The decrease in working capital was primarily attributable to an increase in short-term commercial paper borrowings at the end of the first quarter. In April 1996, the company entered into a definitive agreement to acquire the outstanding shares of The Alling & Cory Company (Alling & Cory) a paper distribution business, for a combination of company common stock and cash totaling approximately $89 million. Alling & Cory had net sales of $764 million in 1995. The acquisition is subject to approval by Alling & Cory stockholders and is expected to close mid-year 1996. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. UNION CAMP CORPORATION ---------------------------------- (Registrant) Date: July 1, 1996 /S/ Dirk R. Soutendijk ------------ ---------------------- DIRK R. SOUTENDIJK VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY -----END PRIVACY-ENHANCED MESSAGE-----