-----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, JaCGqRBoBSmStxgpUsV/oGrfQaG6ioZRCKbLjENq5S9KiZqhC21b78X7w4En4NP/ Y0X6c7+ON2igGUakLhw8fA== 0000912057-96-008604.txt : 19960509 0000912057-96-008604.hdr.sgml : 19960509 ACCESSION NUMBER: 0000912057-96-008604 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960508 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: 96558135 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 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Three Months Ended March 31, 1996 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 has: (1) 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. 52,652,689 shares of Common Stock, $.10 par value on April 30, 1996. 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 three months ended March 31, 1996. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Sales for the first quarter of 1996 were $385.5 million compared to $368.6 million for the first quarter of 1996, an increase of 4.6 percent or $16.9 million. Net Income was $21.7 million, or $.41 per share, for the first quarter of 1996 compared to $16.1 million, or $.31 per share, for the same quarter in 1995. Included in the first quarter 1996 net income was a $2.6 million net gain, or $.05 per share, relating to the disposition of the Paper Packaging Machinery Division of Hayssen Manufacturing, Inc., a wholly-owned subsidiary of the Company ("Hayssen") which was sold in January 1996. Excluding this gain, earnings per share were $.36, up 16.1 percent from $.31 a year ago. Both the Flexible Packaging and the Specialty Coated and Graphics Products Lines of Business had increases in Net Sales over the first quarter of 1995 in spite of the generally weak level of demand in the marketplace compared to a year ago. Sales growth was only moderate and was affected by lower unit pricing in plastic and paper markets and some weakness in pressure-sensitive materials markets, especially in Europe. Very good results were achieved in the Company's plastic packaging operations during the first quarter of 1996, with especially strong increases in polyethylene packaging. Continued gains in the bakery and candy markets as well as improving activity with key accounts highlighted the improvement. In other packaging activities, paper packaging results were down moderately from a year ago, reflecting the fairly weak pricing environment in that industry. Packaging machinery operations were reduced in size by the sale of the Hayssen's Paper Packaging Machinery Division with the remaining Hayssen operation experiencing some cyclical weakness in demand during the quarter. Results in the pressure-sensitive materials business were down slightly from the very strong quarter last year and reflect the poor business environment in Europe as well as weak demand in the roll label market in the U.S. Improved demand for certain higher margin products, however, was a positive for the quarter. Addressing the Statement of Income line item changes of consequence: Cost of Products Sold increased 4.1 percent compared to Net Sales increases of 4.6 percent. This favorable comparison results from an improved raw material price environment compared to a year ago, good control of overhead costs, and a product mix favoring higher margin products. Increased Research and Development expenditures resulted from increased product development expense principally in the Company's pressure- sensitive materials business segment. - 2 - PART I - FINANCIAL INFORMATION Lower average debt levels and interest rates, account for the 9.2 percent drop in Interest Expense. Other Income increased $4.0 million largely due to the gain on the sale of Hayssen's Paper Packaging Machinery Division in January 1996. Minority Interest decreases results from reduced operating income in the Company's pressure-sensitive materials business segment. Pretax Income increased $9.1 million, or 35.3 percent. Excluding the one- time gain related to the disposition of Hayssen's Paper Packaging Machinery Division, Pretax Income increased $4.8 million, or 18.7% from the same quarter of 1995. The effective tax rate for the first quarter of 1996 and 1995 was 37.8 percent and 37.6 percent, respectively. FINANCIAL CONDITION A statement of cash flow for the three months ended March 31, 1996, is as follows:
Millions -------- Cash flows from operating activities: ------------------------------------ Net income................................................ $ 21.7 Non-cash items: Depreciation and amortization......................... 16.9 Minority interest..................................... 0.9 Deferred income taxes, non-current portion............ 0.4 Net increase in working capital, net of effects of dispositions......................................... (14.1) Net change in deferred charges and credits............ 1.3 ----- Net cash provided by operating Activities................... 27.1 ----- Cash flows from investing activities: ------------------------------------ Additions to property and equipment....................... (25.1) Business divestitures..................................... 12.8 Other..................................................... 0.1 ---- Net cash used in investing activities........................ (12.2) ---- Cash flows from financing activities: ------------------------------------ Change in long-term debt.................................. 1.0 Change is short-term debt................................. (1.7) Cash dividends paid....................................... (9.5) Subsidiary dividends to minority stockholders............. (1.8) ---- Net cash provided by financing activities.................... (12.0) ---- Effect of exchange rates..................................... (2.5) ---- Net increase in cash......................................... $ .4 ---- ----
- 3 - PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no significant changes during the three months ended March 31, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of the 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) 19 Reports Furnished to Security Holders. 27 Financial Data Schedule (EDGAR electronic filing only). - 4 - PART II - OTHER INFORMATION (b) There were no reports on Form 8-K filed during the first quarter ended March 31, 1996. --------------- * 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 May 6, 1996 /s/LeRoy F. Bazany ------------------------- LeRoy F. Bazany, Vice President and Controller Date May 6, 1996 ------------------------- /s/B. R. Field, III Benjamin R. Field, III, Senior Vice President, Chief Financial Officer and Treasurer - 5 - EXHIBIT INDEX EXHIBIT DESCRIPTION 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) 19 Reports 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). - 6 - 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 March 31 ---------------------- 1996 1995 -------- -------- Net sales . . . . . . . . . . . . . . . . . . . . . . $385,511 $368,551 Costs and expenses: Cost of products sold . . . . . . . . . . . . . . . 302,721 290,692 Selling, general, and administrative expenses . . . 45,141 45,333 Research and development. . . . . . . . . . . . . . 3,645 3,257 Interest expense. . . . . . . . . . . . . . . . . . 2,749 3,029 Other (income). . . . . . . . . . . . . . . . . . . (4,538) (538) Minority interest in net income . . . . . . . . . . 893 988 -------- -------- Income before income taxes. . . . . . . . . . . . . . 34,900 25,790 Taxes based on income - cash. . . . . . . . . . . . 12,841 7,588 Taxes based on income - deferred. . . . . . . . . . 359 2,112 -------- -------- Net income. . . . . . . . . . . . . . . . . . . . . . $ 21,700 $ 16,090 -------- -------- -------- -------- Earnings per share of common stock. . . . . . . . . . $.41 $.31 -------- -------- -------- -------- Cash dividends paid . . . . . . . . . . . . . . . . . $.18 $.16 -------- -------- -------- -------- Average common shares and common stock equivalents outstanding . . . . . . . . . . . 53,202 51,877 -------- -------- -------- --------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (IN THOUSANDS OF DOLLARS)
Mar 31 Dec 31 ASSETS 1996 1995 ---------- ---------- Cash. . . . . . . . . . . . . . . . . . . . . . . $ 22,407 $ 22,032 Accounts receivable - net.. . . . . . . . . . . . 201,200 201,725 Inventories.. . . . . . . . . . . . . . . . . . . 177,280 178,085 Prepaid expenses and deferred charges . . . . . . 42,507 40,432 ---------- ---------- Total current assets. . . . . . . . . . . . 443,394 442,274 ---------- ---------- Property and equipment, net . . . . . . . . . . . 538,004 534,551 Excess of cost of investments in subsidiaries over net assets acquired . . . . . 42,116 42,437 Other assets. . . . . . . . . . . . . . . . . . . 11,192 11,333 ---------- ---------- Total . . . . . . . . . . . . . . . . . . . 53,308 53,770 ---------- ---------- TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $1,034,706 $1,030,595 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Short-term borrowings . . . . . . . . . . . . . . $ 1,080 $ 1,080 Current portion of long-term debt . . . . . . . . 1,706 3,405 Accounts payable. . . . . . . . . . . . . . . . . 155,938 163,692 Accrued salaries and wages. . . . . . . . . . . . 24,707 29,128 Accrued income and other taxes. . . . . . . . . . 27,439 21,910 ---------- ---------- Total current liabilities . . . . . . . . . 210,870 219,215 Long-term debt, less current portion. . . . . . . 167,403 166,435 Deferred taxes. . . . . . . . . . . . . . . . . . 50,181 49,758 Other liabilities and deferred credits. . . . . . 55,217 53,943 ---------- ---------- Total liabilities . . . . . . . . . . . . . 483,671 489,351 ---------- ---------- Minority interest . . . . . . . . . . . . . . . . 27,337 28,436 STOCKHOLDERS' EQUITY: Common stock (57,811,966 shares). . . . . . . . 5,781 5,781 Capital in excess of par value. . . . . . . . . 147,119 147,119 Retained income . . . . . . . . . . . . . . . . 508,491 496,252 Cumulative translation adjustment . . . . . . . 9,156 10,505 Common stock held in treasury (5,244,627 and 5,244,617 shares) . . . . . . . (146,849) (146,849) ---------- ---------- Total stockholders' equity. . . . . . . . . 523,698 512,808 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . $1,034,706 $1,030,595 ---------- ---------- ---------- ----------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS OF DOLLARS)
Three Months Ended March 31 ------------------------ 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income. . . . . . . . . . . . . . . . . . . . $ 21,700 $ 16,090 NON-CASH ITEMS: Depreciation and amortization . . . . . . . . . 16,944 14,948 Minority interest . . . . . . . . . . . . . . . 893 988 Deferred income taxes, non-current portion. . . 358 2,147 Loss (gain) on sale of property and equipment . 5 (3) ---------- ---------- Cash provided by operations . . . . . . . . . . . 39,900 34,170 Net change in working capital, net of effects of dispositions. . . . . . . . . . . (14,098) (25,148) Net change in deferred charges and credits. . . . 1,339 345 Other . . . . . . . . . . . . . . . . . . . . . . 0 667 ---------- ---------- Net cash provided by operating activities . . . . 27,141 10,034 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment . . . . . . . (25,050) (24,199) Business divestiture. . . . . . . . . . . . . . . 12,752 0 Proceeds from sale of property and equipment. . . 86 250 Change in long-term receivables . . . . . . . . . 12 (10) ---------- ---------- Net cash used in investing activities . . . . . . (12,200) (23,959) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Change in long-term debt. . . . . . . . . . . . . 968 19,398 Change in short-term debt . . . . . . . . . . . . (1,699) 133 Cash dividends paid . . . . . . . . . . . . . . . (9,461) (8,239) Subsidiary dividends to minority stockholders.. . (1,841) 0 Stock incentive programs. . . . . . . . . . . . . 0 3,449 ---------- ---------- Net cash (used) provided by financing activities. (12,033) 14,741 ---------- ---------- Effect of exchange rates on cash. . . . . . . . . (2,533) 1,890 ---------- ---------- Net increase in cash. . . . . . . . . . . . . . . $ 375 $ 2,706 ---------- ---------- ---------- ----------
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 1996 effective tax rate of 38% differs from the federal statutory rate of 35% primarily due to state and local income taxes. EX-27 3 FDS EX-27.FDS
5 This schedule contains summary financial information extracted from the March 31, 1996, Consolidated Statement of Income and Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 3-MOS DEC-31-1996 MAR-31-1996 $22,407 0 201,200 0 177,280 443,394 820,964 (282,960) 1,034,706 210,870 167,403 0 0 5,781 517,917 1,034,706 385,511 385,511 302,721 302,721 (4,538) 0 2,749 34,900 13,200 21,700 0 0 0 21,700 .41 .41
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