-----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, Kd/wzp70B99mPeDNU1BRraot4xUhZ9oOD1wjwgPhbgPmbvQrx1cXTcwg5Is5arZR lG7e3XznsNkiQbUszcG9ow== 0001047469-98-030585.txt : 19980813 0001047469-98-030585.hdr.sgml : 19980813 ACCESSION NUMBER: 0001047469-98-030585 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980812 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: SEC FILE NUMBER: 001-05277 FILM NUMBER: 98682983 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 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Six Months Ended June 30, 1998 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. 53,380,001 shares of Common Stock, $.10 par value on July 29, 1998 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 six months ended June 30, 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - SECOND QUARTER 1998 Net sales for the second quarter of 1998 were $470.6 million compared to $481.3 million for the second quarter of 1997, a decrease of 2.2 percent or $10.7 million. Net income was $30.2 million for the second quarter of 1998 compared to $28.0 million for the same quarter in 1997, an increase of 7.8 percent. Excluding noncomparable business activity, principally the packaging machinery operations which were divested in the second quarter of 1997, net sales declined 0.7 percent while operating income increased 7.1 percent. The previously announced acquisition of Techy International S.A., a Belgian flexible packaging company, was successfully completed late in the second quarter. Flexible packaging net sales, adjusted for noncomparable business activity, declined 0.5 percent while operating income increased 20.7 percent. Pressure sensitive materials net sales, adjusted for noncomparable business activity, declined 1.3 percent while operating income declined 24.1 percent. Within flexible packaging, net sales of plastic packaging rose 3.3 percent with the strongest growth in coated and laminated films. Net sales growth in polyethylene packaging was limited by declining raw material prices which resulted in reduced unit selling prices. Both businesses reported higher profits due to improved manufacturing efficiencies and improved product mix. Net sales and profits fell in the paper packaging business compared with the year earlier quarter. The reorganization of the paper packaging business begun in mid-1997 is nearing completion, with facilities disposal being the principal effort remaining. The pressure sensitive materials business reported flat sales and lower profits compared with the year earlier quarter as weaker performance in the roll label and sheet products businesses offset good results in the graphics and technical products segments. Addressing the second quarter Statement of Income line item changes of consequence: Higher average debt levels resulting principally from business unit acquisitions account for the 15.9 percent increase in interest expense. - 2 - PART I - FINANCIAL INFORMATION Minority interest decreases resulted from lower operating income in the Company's pressure sensitive materials business segment. The effective tax rate for the second quarter of 1998 and 1997 was 38.9 percent and 38.7 percent, respectively. RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1998 Net sales for the six-month period of 1998 were $922.1 million compared to $956.8 million for the same period in 1997, a decrease of 3.6 percent. Net income was $52.1 million for 1998 compared to $47.9 million for the same six-month period in 1997, an increase of 8.9 percent. Excluding non-comparable operating results of business acquisitions and dispositions from the first half of 1998 and 1997, net sales declined 0.4 percent while operating profit increased 9.1 percent. Flexible packaging net sales, adjusted for noncomparable business activity, declined 0.4 percent while operating income increased 21.8 percent. Pressure sensitive materials net sales, adjusted for noncomparable business activity, declined 0.3 percent while operating income declined 17.4 percent. Addressing the Statement of Income line item changes of consequence: Selling, general, and administrative expenses declined $8.7 million or 8.6 percent as a result of the 1997 sale of the Company's machinery operations, reorganization efforts surrounding paper packaging operations, and successfully absorbing 1997 business unit acquisitions. Higher average debt levels resulting principally from business unit acquisitions account for the 17.2 percent increase in interest expense. The 1997 sale of the Company's machinery operations accounted for the $0.7 million decline in research and development expense. Minority interest decreases resulted from lower operating income in the Company's pressure sensitive materials business segment. The effective tax rates for the first half of 1998 and 1997 was 38.8 percent and 38.5 percent, respectively. FINANCIAL CONDITION A statement of cash flow for the six months ended June 30, 1998, is as follows:
Millions -------- CASH FLOWS FROM OPERATING ACTIVITIES: ------------------------------------ Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $52.1 Non-cash items: Depreciation and amortization . . . . . . . . . . . . . . . . . . 45.7 Minority interest . . . . . . . . . . . . . . . . . . . . . . . . 2.0 Deferred income taxes, non-current portion. . . . . . . . . . . . 1.9 Net increase in working capital, net of effects of acquisitions . (7.2) Net change in deferred charges and credits. . . . . . . . . . . . (2.4) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.6) -----
- 3 - PART I - FINANCIAL INFORMATION FINANCIAL CONDITION (CONTINUED) Net cash provided by operating activities . . . . . . . . . . . . 91.5 ----- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment . . . . . . . . . . . . . . . (74.9) Business acquisitions . . . . . . . . . . . . . . . . . . . . . . (46.3) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 ----- Net cash used in investing activities . . . . . . . . . . . . . . . (119.7) ----- CASH FLOWS FROM FINANCING ACTIVITIES: Change in long-term debt. . . . . . . . . . . . . . . . . . . . . 47.5 Change in short-term debt . . . . . . . . . . . . . . . . . . . . (0.4) Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . (23.5) Subsidiary dividends to minority stockholders . . . . . . . . . . (1.8) Stock incentive programs and related tax effects. . . . . . . . . 7.4 ----- Net cash provided by financing activities . . . . . . . . . . . . . 29.2 ----- Effect of exchange rates. . . . . . . . . . . . . . . . . . . . . . (0.1) ----- Net increase in cash. . . . . . . . . . . . . . . . . . . . . . . . $0.9 ----- -----
PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Registrant's 1998 Annual Meeting of Shareholders was held on May 7, 1998. (c) (1) The shareholders voted for four director nominees for three-year terms. There were no abstentions and no broker non-votes. The vote was as follows:
Name of Candidate Votes For Votes Withheld ----------------- --------- -------------- Jeffrey H. Curler 46,112,136 197,781 Nancy Parsons McDonald 46,128,981 180,936 Roger D. O'Shaughnessy 46,101,207 208,710 C. Angus Wurtele 46,094,714 215,203
(2) The shareholders voted to ratify the appointment of Price Waterhouse LLP as independent auditors for the 1998 fiscal year. The vote was 46,110,265 for, 79,043 against, and 120,609 abstentions. There were no broker non-votes. - 4 - PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 3(a) Restated Articles of Incorporation of the Registrant, as amended. (1) 3(b) By-Laws of the Registrant, as amended. (2) 4(a) Rights Agreement, dated as of August 3, 1989, between the Registrant and Norwest Bank Minnesota, National Association. (3) 4(b) Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee. (4) 10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(5) 10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(6) 10(c) Bemis Company, Inc. 1984 Stock Award Plan .*(2) 10(d) Bemis Retirement Plan, as amended effective January 1, 1994.*(2) 10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20, 1988.*(2) 10(f) Bemis Executive Incentive Plan dated April 1, 1990.*(2) 10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan.*(2) 10(h) Bemis Company, Inc. 1997 Executive Officer Performance Plan.*(1) 10(i) Amended and Restated Credit Agreement among the Registrant, 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. (2) 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 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277) (2) 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). (3) Incorporated by reference to the Registrant's Registration Statement on Form 8-A dated August 4, 1989 (File No. 0-1387). (4) Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277). (5) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-50560). (6) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-80666). (b) There were no reports on Form 8-K filed during the second quarter ended June 30, 1998. - 5 - 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 July 30, 1998 /s/ Gene C. Wulf ----------------------------- ---------------------------- Gene C. Wulf, Vice President and Controller Date July 30, 1998 /s/ Benjamin R. Field, III ----------------------------- ---------------------------- Benjamin R. Field, III, Senior Vice President, Chief Financial Officer and Treasurer - 6 - EXHIBIT INDEX
EXHIBIT DESCRIPTION FORM OF FILING - ------- ----------- -------------- 3(a) Restated Articles of Incorporation of the Registrant, as amended. (1) 3(b) By-Laws of the Registrant, as amended. (2) 4(a) Rights Agreement, dated as of August 3, 1989, between the Registrant and Norwest Bank Minnesota, National Association. (3) 4(b) Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee. (4) 10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(5) 10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(6) 10(c) Bemis Company, Inc. 1984 Stock Award Plan. *(2) 10(d) Bemis Retirement Plan, as amended effective January 1, 1994. *(2) 10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20, 1988. *(2) 10(f) Bemis Executive Incentive Plan dated April 1, 1990. *(2) 10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan. *(2) 10(h) Bemis Company, Inc. 1997 Executive Officer Performance Plan. *(1) 10(i) Amended and Restated Credit Agreement among the Registrant, 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. (2) 19 Reports Furnished to Security Holders. Filed Electronically 27 Financial Data Schedule (EDGAR electronic filing only). Filed Electronically
--------------- * 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 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 1997 (File No. 1-5277). (2) 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). (3) Incorporated by reference to the Registrant's Registration Statement on Form 8-A dated August 4, 1989 (File No. 0-1387). (4) Incorporated by reference to the Registrant's Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277). (5) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-50560). (6) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 33-80666). - 7 - 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 Six Months Ended June 30 June 30 ---------------------- ------------------------ 1998 1997 1998 1997 ----- ---- ---- ---- Net sales . . . . . . . . . . . . . . . . . . . $470,595 $481,334 $922,086 $956,807 Costs and expenses: Cost of products sold . . . . . . . . . . . . 365,317 379,113 725,969 759,171 Selling, general and administrative expenses . . . . . . . . . . 46,370 47,310 92,998 101,698 Research and development. . . . . . . . . . . 3,113 3,282 6,021 6,716 Interest expense. . . . . . . . . . . . . . . 5,627 4,854 10,867 9,272 Other (income). . . . . . . . . . . . . . . . (189) (209) (942) (414) Minority interest in net income . . . . . . . 975 1,291 1,963 2,513 ------ ------ ------ ------ Income before income taxes. . . . . . . . . . 49,382 45,693 85,210 77,851 Taxes based on income - cash. . . . . . . 18,325 16,502 31,275 28,627 Taxes based on income - deferred. . . . . 875 1,198 1,825 1,373 ------ ------ ------ ------ Net income. . . . . . . . . . . . . . . . . . . $ 30,182 $ 27,993 $ 52,110 $ 47,851 ------- ------- ------- ------- ------- ------- ------- ------- Basic earnings per share of common stock. . . . $.57 $.53 $.98 $.90 ---- ---- ---- ---- ---- ---- ---- ---- Diluted earnings per share of common stock. . . $.56 $.52 $.97 $.89 ---- ---- ---- ---- ---- ---- ---- ---- Cash dividends paid per share of common stock . $.22 $.20 $.44 $.40 ---- ---- ---- ---- ---- ---- ---- ---- Average common shares and common stock equivalents outstanding. . . . . . . . 53,710 53,914 53,684 53,926 ------ ------ ------ ------ ------ ------ ------ ------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (IN THOUSANDS OF DOLLARS)
Jun 30 Dec 31 ASSETS 1998 1997 ------ ------ ------ Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,761 $ 13,827 Accounts receivable - net . . . . . . . . . . . . . . . . . . . . 235,595 233,547 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 217,865 221,576 Prepaid expenses and deferred charges . . . . . . . . . . . . . . 41,615 47,443 --------- --------- Total current assets . . . . . . . . . . . . . . . . . . . . 509,836 516,393 --------- --------- Property and equipment, net . . . . . . . . . . . . . . . . . . . 715,387 685,227 Excess of cost of investments in subsidiaries over net assets acquired. . . . . . . . . . . . . 167,191 150,632 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 38,308 10,315 --------- --------- Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 205,499 160,947 --------- --------- TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . $1,430,722 $1,362,567 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current portion of long-term debt . . . . . . . . . . . . . . . . $2,151 $2,173 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . 1,741 2,105 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . 179,748 195,346 Accrued salaries and wages. . . . . . . . . . . . . . . . . . . . 29,407 34,892 Accrued income and other taxes. . . . . . . . . . . . . . . . . . 24,916 16,671 --------- --------- Total current liabilities. . . . . . . . . . . . . . . . . . 237,963 251,187 Long-term debt, less current portion. . . . . . . . . . . . . . . 364,245 316,791 Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 65,901 64,066 Other liabilities and deferred credits. . . . . . . . . . . . . . 55,025 56,876 --------- --------- Total liabilities. . . . . . . . . . . . . . . . . . . . . . 723,134 688,920 --------- --------- Minority interest . . . . . . . . . . . . . . . . . . . . . . . . 33,738 33,762 STOCKHOLDERS' EQUITY: Common stock (59,056,047 and 58,643,557 shares). . . . . . . . 5,905 5,864 Capital in excess of par value . . . . . . . . . . . . . . . . 181,909 174,562 Retained income. . . . . . . . . . . . . . . . . . . . . . . . 655,208 626,584 Other comprehensive income (loss). . . . . . . . . . . . . . . (8,310) (6,263) Common stock held in treasury (5,676,046 and 5,676,046 shares) (160,862) (160,862) --------- --------- Total stockholders' equity . . . . . . . . . . . . . . . . . 673,850 639,885 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . $1,430,722 $1,362,567 --------- --------- --------- ---------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS OF DOLLARS)
Six Months Ended June 30 ------------------------- 1998 1997 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52,110 $ 47,851 NON-CASH ITEMS: Depreciation and amortization . . . . . . . . . . . . . . . . . 45,725 41,249 Minority interest in net income . . . . . . . . . . . . . . . . 1,963 2,513 Deferred income taxes, non-current portion. . . . . . . . . . . 1,872 1,361 Undistributed earnings of affiliated companies. . . . . . . . . (509) (Gain) loss on sale of property and equipment . . . . . . . . . (17) (118) ------- ------- Cash provided by operations . . . . . . . . . . . . . . . . . . . 101,144 92,856 Change in working capital, net of effects of acquisitions and dispositions . . . . . . . . . . . . . . . . . (7,192) (23,097) Net change in deferred charges and credits. . . . . . . . . . . . (2,446) (7,714) ------- ------- Net cash provided by operating activities . . . . . . . . . . . . 91,506 62,045 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment . . . . . . . . . . . . . . . (74,828) (73,893) Business acquisitions . . . . . . . . . . . . . . . . . . . . . . (46,319) (6,945) Business divestiture. . . . . . . . . . . . . . . . . . . . . . . 27,984 Proceeds from sale of property and equipment. . . . . . . . . . . 1,419 1,577 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (33) ------- ------- Net cash used in investing activities . . . . . . . . . . . . . . (119,726) (51,310) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Change in long-term debt excluding debt assumed in business acquisitions . . . . . . . . . . . . . . . . . . . . . 47,454 21,290 Change in short-term debt . . . . . . . . . . . . . . . . . . . . (329) 1,665 Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . (23,486) (21,223) Subsidiary dividends to minority stockholders . . . . . . . . . . (1,835) (1,835) Common stock purchased for the treasury . . . . . . . . . . . . . (3,730) Stock incentive programs and related tax effects. . . . . . . . . 7,388 51 ------- ------- Net cash (used) provided by financing activities. . . . . . . . . 29,192 (3,782) ------- ------- Effect of exchange rates on cash. . . . . . . . . . . . . . . . . (38) (587) ------- ------- Net increase in cash. . . . . . . . . . . . . . . . . . . . . . . $ 934 $ 6,366 ------- ------- ------- -------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY PERIODS PRIOR TO 1998 HAVE BEEN REVISED TO REFLECT PROVISIONS OF SFAS NO. 130
Capital In Other Common Total Common Excess Of Retained Comprehensive Stock Held Stockholder's (IN THOUSANDS OF DOLLARS) Stock Par Value Income Income (Loss) In Treasury Equity - ----------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1994 $5,572 $101,290 $446,132 ($1,474) ($133,493) $418,027 ------------------------------------------------------------------------- Net income for 1995 85,210 85,210 Translation adjustment for 1995 5,211 5,211 Pension liability adjustment, net of $2,975 tax benefit 4,853 4,853 -------- Total comprehensive income 95,274 -------- Cash dividends paid on common stock, $.64 per share (33,175) (33,175) Stock incentive programs and related tax effects 28 3,421 3,449 Common stock transactions related to an acquisition of a subsidiary company 181 42,408 (4,961) 37,628 Purchase of 330,300 shares of common stock (8,395) (8,395) ------------------------------------------------------------------------- Balance at December 31, 1995 $5,781 $147,119 $498,167 $8,590 ($146,849) $512,808 ------------------------------------------------------------------------- Net income for 1996 101,081 101,081 Translation adjustment for 1996 (3,917) (3,917) Pension liability adjustment, net of $948 tax benefit 1,546 1,546 -------- Total comprehensive income 98,710 -------- Cash dividends paid on common stock, $.72 per share (37,830) (37,830) Stock incentive programs and related tax effects 2 310 312 Common stock transactions related to an acquisition of a subsidiary company 7 2,052 2,059 Purchase of 292,000 shares of common stock (8,962) (8,962) ------------------------------------------------------------------------- Balance at December 31, 1996 $5,790 $149,481 $561,418 $6,219 ($155,811) $567,097 ------------------------------------------------------------------------- Net income for 1997 107,584 107,584 Translation adjustment for 1997 (11,109) (11,109) Pension liability adjustment, net of $842 tax benefit (1,373) (1,373) -------- Total comprehensive income 95,102 -------- Cash dividends paid on common stock, $.80 per share (42,418) (42,418) Stock incentive programs and related tax effects 4 47 51 Common stock transactions related to an acquisition of a subsidiary company 70 25,034 25,104 Purchase of 139,429 shares of common stock (5,051) (5,051) ------------------------------------------------------------------------- Balance at December 31, 1997 $5,864 $174,562 $626,584 ($6,263) ($160,862) $639,885 ------------------------------------------------------------------------- Net income for first half of 1998 52,110 52,110 Translation adjustment for first half of 1998 (2,047) (2,047) -------- Total comprehensive income 50,063 -------- Cash dividends paid on common stock, $.44 per share (23,486) (23,486) Stock incentive programs and related tax effects 41 7,347 7,388 ------------------------------------------------------------------------- Balance at June 30, 1998 $5,905 $181,909 $655,208 ($8,310) ($160,862) $673,850 -------------------------------------------------------------------------
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS BEMIS COMPANY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operation. It is management's opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1997. COMPREHENSIVE INCOME In the first quarter of 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130), which establishes standards for reporting and display of comprehensive income and its components. In accordance with SFAS 130, the Company has displayed the components of "Other comprehensive income (loss)" and "Comprehensive income," net of their related tax effects, in the accompanying Consolidated Statement of Stockholder's Equity. The net foreign currency translation adjustment and components thereof have no tax effect as the Company makes no provision for U.S. income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. All prior-period data has been reclassified to conform with the provisions of SFAS 130. TAXES BASED ON INCOME The Company's 1998 effective tax rate of 39% differs from the federal statutory rate of 35% primarily due to state and local income taxes. EX-27 3 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1998 CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 14,761 0 235,595 0 217,865 509,836 1,091,546 (376,159) 1,430,722 237,898 364,245 0 0 5,905 668,010 1,430,722 922,086 922,086 725,969 725,969 (942) 0 10,867 85,210 33,100 52,110 0 0 0 52,110 .98 .97
-----END PRIVACY-ENHANCED MESSAGE-----