-----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, FpxnaRa8BtkkYTKLI6aSeSIto94xLFIoAygOPlIb5olsBZsXvxlhybfHTzBeJiRJ CgF+sVrSBAM/12sr5d/5Zg== 0000912057-95-009906.txt : 19951119 0000912057-95-009906.hdr.sgml : 19951119 ACCESSION NUMBER: 0000912057-95-009906 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEMIS CO INC CENTRAL INDEX KEY: 0000011199 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 430178130 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05277 FILM NUMBER: 95591665 BUSINESS ADDRESS: STREET 1: 222 S 9TH ST STE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4099 BUSINESS PHONE: 6123763000 MAIL ADDRESS: STREET 2: 222 S 9TH STREET SUITE 2300 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4099 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1995 Commission File Number 1-5277 BEMIS COMPANY, INC. (Exact name of registrant as specified in its charter) Missouri 43-0178130 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 South 9th Street, Suite 2300 Minneapolis, Minnesota 55402-4099 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (612) 376-3000 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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 52,862,649 shares of Common Stock, $.10 par value on November 8, 1995 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The financial statements (enclosed as Exhibit 19) are incorporated by reference in this Form 10-Q. In the opinion of management, the financial statements reflect all adjustments necessary to a fair statement of the results for the nine months ended September 30, 1995. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - THIRD QUARTER 1995 Net Sales for the third quarter of 1995 were $372.5 million compared to $356.2 million for the third quarter of 1994, an increase of 4.6% or $16.3 million. Net Income increased 13.9% to $20.8 million for the third quarter of 1995 compared to the same quarter in 1994. Both the Flexible Packaging and the Specialty Coated and Graphics Products Lines of Business had increased Sales over the third quarter of 1994 on less unit volume. The 11.3% Operating Profit increase of the Flexible Packaging Line of Business more than offset the nominal 1.8% drop experienced in the Specialty Coated and Graphics Products Line of Business. Overall, the level of business activity continues to be less robust than it was late last year and early this year, but we continue to successfully penetrate new accounts and strengthen our competitive position in the marketplace. Addressing the Statement of Income line item changes of consequence. Cost of Products sold increased 4.9% compared to Net Sales increases of 4.6%. Sales price increases effected in 1994 have not fully offset the full impact of multiple raw material price increases incurred during 1994. While some raw material costs have continued to rise in 1995, the rate of increases has been less severe than in 1994, and we have recently experienced cost reductions for a few selected raw material items. We also experienced a slight increase in Variable manufacturing costs during the third quarter of 1995 compared to 1994. Selling, General, and Administrative Expenses, expressed as a percent of Net Sales were 11.2% compared to 11.6% in the third quarter of 1994, on a 4.6% increase in Net Sales, continuing to reflect cost control efforts and economies available through increasing volume. Increased Research and Development expenditures resulted from increased product development expense in all business segments except Packaging Machinery. Increasing interest rates account for the $.6 million increase in Interest Expense compared to the third quarter of 1994. - 2 - PART I - FINANCIAL INFORMATION The $1.8 million increase in Other Income over the third quarter of 1994 relates to a combination of increased interest income, lower currency exchange losses, and income associated with a minority equity interest, the balance of which was purchased in the fourth quarter of 1995. Pretax Income increased $3.3 million principally due to improvements in marginal income. Income Tax expense increased $.8 million or 7.1%. The effective tax rate for the third quarter of 1995 and 1994 was 36.7% and 38.2%, respectively. RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1995 Net Sales for the nine-month period of 1995 increased 10.5% to $1.1 billion compared to the same period in 1994. Net Income was $58.1 million for 1995 compared to $50.6 million for the same nine-month period in 1994, an increase of 14.8%. Cost of Products sold increased 11.5% on Net Sales increases of 10.5%. Multiple raw material price increases experienced during 1994 and 1995 have not been fully offset by our own selling price increases. Reduced Research and Development expenditures occurred principally in our Packaging Machinery business segment. Increasing interest rates and a slightly higher average debt level, required to sustain increased working capital and our capital equipment expenditure program, account for the $2.8 million rise in Interest Expense. Other Income increased $2.1 million during the first nine months of 1995 compared to the same period of 1994 primarily due to a combination of increased interest income, lower currency exchange losses, and income associated with a minority equity investment, the balance of which was purchased in the fourth quarter of 1995. The increase in Minority Interest reflects the continuing improvements in our Pressure-Sensitive Materials business segment in both Europe and North America. Pretax Income increased $10.9 million or 13.3% on a nine-month Net Sales increase of $107.0 million or 10.5%, reflecting the improving domestic and European economic climate. The effective tax rate for the none-month period of 1995 was 37.3% compared to 38.1% for the same period in 1994. SUBSEQUENT EVENTS In October 1995 we completed the acquisition of Banner Packaging, Inc., a Wisconsin-based flexible packaging manufacturer with annual sales of approximately $60 million. We expect this excellent manufacturer of quality flexible plastic packaging will very nicely complement our existing packaging businesses. - 3 - PART I - FINANCIAL INFORMATION FINANCIAL CONDITION A statement of cash flow for the nine months ended September 30, 1995, is as follows:
Millions -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................................... $ 58.1 Non-cash items: Depreciation and amortization............................................... 44.3 Minority interest........................................................... 3.0 Deferred income taxes, non-current portion.................................. 2.5 Net increase in working capital items....................................... 3.5 Net change in deferred charges and credits.................................. .6 ------- Net cash provided by operating activities...................................... 112.0 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment........................................... (69.1) Proceeds from sales of property and equipment................................. 2.0 ------- Net cash used in investing activities.......................................... (67.1) ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in long-term debt...................................................... (13.7) Change in short-term debt..................................................... (.7) Cash dividends paid........................................................... (24.7) Stock incentive programs...................................................... 3.5 Net cash provided by financing activities...................................... (35.6) ------- Effect of exchange rates....................................................... 1.1 ------- Net increase in cash........................................................... $ 10.4 -------
- 4 - PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no significant changes during the nine months ended September 30, 1995. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS (a) The following documents are filed as part of this report: 3(a) Articles of Incorporation of the Registrant, as amended. (1) 3(b) By-Laws of the Registrant, as amended. (4) 4(a) Rights Agreement, dated as of August 3, 1989, between Bemis Company, Inc. and Norwest Bank Minnesota, National Association. (2) 4(b) Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee. (5) 10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(1) 10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(3) 10(c) Bemis Company, Inc. 1984 Stock Award Plan .*(4) 10(d) Bemis Retirement Plan, as amended effective January 1, 1994.*(4) 10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20, 1988.*(4) 10(f) Bemis Executive Incentive Plan dated April 1, 1990.*(4) 10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan.*(4) 10(h) Amended and Restated Credit Agreement among Bemis Company, Inc., the Banks Listed therein and Morgan Guaranty Trust Company of New York, as Agent, originally dated as of August 1, 1986, Amended and Restated as of August 1, 1991, as amended by amendment No. 1 dated as of May 1, 1992, as amended by Amendment No. 2 dated December 1, 1992, as amended by Amendment No. 3 dated January 22, 1993, as amended by Amendment No. 4 dated March 15, 1994, as amended by Amendment No. 5 dated June 1, 1994; and as amended by Amendment No. 6 dated February 1, 1995. (4) 10(i) Form of Underwriting Agreement dated June 28, 1995. (5) - 5 - PART II - OTHER INFORMATION 19 Financial Statements Furnished to Security Holders 27 Financial Data Schedule (EDGAR electronic filing only). _____________ * Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934. (1) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-50560). (2) Incorporated by reference to the Registrant's Registration Statement on Form 8-A dated August 4, 1989 (File No. 0-1387). (3) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-80666). (4) Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1994 (File No. 1-5277). (5) Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277). 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. BEMIS COMPANY, INC. Date 11/14/95 /s/ LeRoy F. Bazany --------------------- --------------------------------------- LeRoy F. Bazany, Vice President and Controller Date 11/14/95 /s/ Benjamin R. Field, III --------------------- --------------------------------------- Benjamin R. Field, III, Senior Vice President, Chief Financial Officer and Treasurer - 6 - EXHIBIT INDEX Exhibit Form of Filing - ------- -------------- 3(a) Articles of Incorporation of the Registrant, as amended. (1) 3(b) By-Laws of the Registrant, as amended. (4) 4(a) Rights Agreement, dated as of August 3, 1989, between Bemis Company, Inc. and Norwest Bank Minnesota, National Association. (2) 4(b) Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee. (5) 10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(1) 10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(3) 10(c) Bemis Company, Inc. 1984 Stock Award Plan .*(4) 10(d) Bemis Retirement Plan, as amended effective January 1, 1994.*(4) 10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20, 1988.*(4) 10(f) Bemis Executive Incentive Plan dated April 1, 1990.*(4) 10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan.*(4) 10(h) Amended and Restated Credit Agreement among Bemis Company, Inc., the Banks Listed therein and Morgan Guaranty Trust Company of New York, as Agent, originally dated as of August 1, 1986, Amended and Restated as of August 1, 1991, as amended by amendment No. 1 dated as of May 1, 1992, as amended by Amendment No. 2 dated December 1, 1992, as amended by Amendment No. 3 dated January 22, 1993, as amended by Amendment No. 4 dated March 15, 1994, as amended by Amendment No. 5 dated June 1, 1994; and as amended by Amendment No. 6 dated February 1, 1995. (4) 10(i) Form of Underwriting Agreement dated June 28, 1995. (5) 19 Financial Statements Furnished to Security Holders Electronic Transmission 27 Financial Data Schedule (EDGAR electronic filing only). Electronic Transmission ---------- *Management contract, compensatory plan or arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange Act of 1934. (1) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-50560). (2) Incorporated by reference to the Registrant's Registration Statement on Form 8-A dated August 4, 1989 (File No. 0-1387). (3) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-80666). (4) Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1994 (File No. 1-5277). (5) Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277). EX-19 2 EXHIBIT 19 EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in thousands except per share amounts)
Three Months Ended Nine Months Ended September 30 September 30 ------------ ------------ 1995 1994 1995 1994 ---- ---- ---- ---- Net sales............................................ $372,506 $356,243 $1,124,237 $1,017,264 Costs and expenses: Cost of products sold............................. 292,830 279,109 883,172 792,387 Selling, general and administrative expenses......................... 41,648 41,463 130,213 125,428 Research and development.......................... 3,853 3,597 9,961 10,846 Interest expense.................................. 2,670 2,111 8,437 5,643 Other income...................................... (2,256) (461) (3,059) (1,004) Minority interest in net income................... 830 832 2,962 2,300 -------- -------- --------- ---------- Income before income taxes........................... 32,931 29,592 92,551 81,664 Taxes based on income - cash...................... 12,087 10,943 32,079 29,771 Taxes based on income - deferred.................. 13 357 2,421 1,329 -------- -------- --------- ---------- Net income........................................... $ 20,831 $ 18,292 $ 58,051 $ 50,564 -------- -------- --------- ---------- -------- -------- --------- ---------- Earnings per share of common stock................... $.40 $.35 $1.12 $.97 --- --- ---- --- --- --- ---- --- Cash dividends paid.................................. $.16 $.135 $.48 $.405 --- ---- ---- ---- --- ---- ---- ---- Average common shares and common stock equivalents outstanding..................... 52,040 51,977 51,978 51,936 ------- ------- ------- ------- ------- ------- ------- -------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (in thousands of dollars)
Sep 30 Dec 31 ASSETS 1995 1994 ---- ---- Cash................................................................ $ 23,149 $ 12,726 Accounts receivable - net........................................... 201,199 197,164 Inventories......................................................... 165,608 168,153 Prepaid expenses and deferred charges............................... 41,127 40,829 --------- --------- Total current assets........................................... 431,083 418,872 --------- --------- Property and equipment, net......................................... 487,947 461,316 Excess of cost of investments in subsidiaries over net assets acquired............................. 29,185 29,743 Other assets........................................................ 14,806 13,408 --------- --------- Total.......................................................... 43,991 43,151 --------- --------- TOTAL ASSETS........................................................ $ 963,021 $ 923,339 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Short-term borrowings............................................... $ 1,641 $ 1,671 Current portion of long-term debt................................... 5 753 Accounts payable.................................................... 166,089 159,272 Accrued salaries and wages.......................................... 26,555 31,956 Accrued income and other taxes...................................... 20,698 17,166 --------- --------- Total current liabilities...................................... 214,988 210,818 Long-term debt, less current portion................................ 158,274 171,728 Deferred taxes...................................................... 42,597 40,013 Other liabilities and deferred credits.............................. 60,445 58,823 --------- --------- Total liabilities.............................................. 476,304 481,382 --------- --------- Minority interest................................................... 27,461 23,930 STOCKHOLDERS' EQUITY: Common stock (56,003,366 and 55,723,731 shares)................... 5,600 5,572 Capital in excess of par value.................................... 104,711 101,290 Retained income................................................... 472,699 439,364 Cumulative translation adjustment................................. 9,739 5,294 Common stock held in treasury (4,512,405 shares).................. (133,493) (133,493) --------- --------- Total stockholders' equity..................................... 459,256 418,027 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................... $ 963,021 $ 923,339 --------- --------- --------- ---------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands of dollars)
Nine Months Ended September 30 ----------------------- 1995 1994 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income................................................................... $ 58,051 $ 50,564 NON-CASH ITEMS: Depreciation and amortization.............................................. 44,311 40,568 Minority interest.......................................................... 2,962 2,300 Deferred income taxes, non-current portion................................. 2,457 1,328 (Gain) loss on sale of property and equipment.............................. (214) 383 -------- --------- Cash provided by operations.................................................. 107,567 95,143 Net change in receivables, inventories, prepaid expenses and payables.............................................. 3,499 (13,352) Net change in deferred charges and credits................................... 607 (2,206) Other........................................................................ 314 1,822 -------- --------- Net cash provided by operating activities.................................... 111,987 81,407 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment.......................................... (69,035) (72,112) Business acquisitions........................................................ (33,248) Proceeds from sale of property and equipment................................. 1,984 3,137 Change in long-term receivables.............................................. (14) 210 -------- --------- Net cash used in investing activities........................................ (67,065) (102,013) -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Change in long-term debt..................................................... (13,642) 49,108 Change in short-term debt ................................................... (668) 300 Cash dividends paid.......................................................... (24,716) (20,741) Stock incentive programs..................................................... 3,449 83 -------- --------- Net cash (used) provided by financing activities............................. (35,577) 28,750 -------- --------- Effect of exchange rates on cash............................................. 1,078 2,282 -------- --------- Net increase in cash......................................................... $ 10,423 $ 10,426 -------- --------- -------- ---------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS TAXES BASED ON INCOME The Company's 1995 effective tax rate of 37% differs from the federal statutory rate of 35% primarily due to state and local income taxes. EX-27 3 EXHIBIT 27 (FDS)
5 This schedule contains summary financial information extracted from the September 30, 1995, Consolidated Statement of Income and Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 9-MOS DEC-31-1995 SEP-30-1995 $23,149 0 201,199 0 165,608 431,083 769,370 (281,423) 963,021 214,988 158,274 5,600 0 0 453,656 963,021 1,124,237 1,124,237 883,172 883,172 (3,059) 0 8,437 92,551 34,500 58,051 0 0 0 58,051 $1.12 $1.12
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