EX-19 3 a03-2372_1ex19.htm EX-19

EXHIBIT 19

 

FINANCIAL STATEMENTS - UNAUDITED

 

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

670,165

 

$

584,774

 

$

1,308,724

 

$

1,137,451

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

533,932

 

444,734

 

1,041,291

 

877,187

 

Selling, general and administrative expenses

 

64,489

 

60,438

 

130,319

 

115,523

 

Research and development

 

6,046

 

4,724

 

11,102

 

8,316

 

Interest expense

 

3,235

 

3,774

 

6,661

 

7,846

 

Other costs (income), net

 

(1,211

)

(146

)

(1,704

)

896

 

Minority interest in net income

 

181

 

257

 

388

 

397

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

63,493

 

70,993

 

120,667

 

127,286

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

24,700

 

27,000

 

46,400

 

48,400

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

38,793

 

$

43,993

 

$

74,267

 

$

78,886

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.73

 

$

.83

 

$

1.40

 

$

1.49

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.72

 

$

.82

 

$

1.38

 

$

1.47

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.28

 

$

.26

 

$

.56

 

$

.52

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

53,106

 

52,942

 

53,065

 

52,929

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common stock equivalents outstanding

 

53,829

 

53,773

 

53,818

 

53,688

 

 

See accompanying notes to consolidated financial statements.

 



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

 

June 30,
2003

 

December 31,
2002

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

85,556

 

$

56,401

 

Accounts receivable, net

 

340,240

 

321,790

 

Inventories, net

 

325,114

 

308,344

 

Prepaid expenses

 

37,856

 

35,120

 

Total current assets

 

788,766

 

721,655

 

 

 

 

 

 

 

Property and equipment, net

 

907,415

 

909,953

 

 

 

 

 

 

 

Goodwill

 

451,280

 

448,009

 

Other intangible assets, net

 

73,773

 

76,176

 

Deferred charges and other assets

 

107,545

 

100,857

 

Total

 

632,598

 

625,042

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,328,779

 

$

2,256,650

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,017

 

$

3,516

 

Short-term borrowings

 

6,605

 

1,714

 

Accounts payable

 

233,352

 

230,468

 

Accrued salaries and wages

 

62,847

 

71,610

 

Accrued income and other taxes

 

25,102

 

18,545

 

Total current liabilities

 

328,923

 

325,853

 

 

 

 

 

 

 

Long-term debt, less current portion

 

684,100

 

718,277

 

Deferred taxes

 

110,300

 

106,050

 

Deferred credits and other liabilities

 

149,660

 

143,056

 

Total liabilities

 

1,272,983

 

1,293,236

 

 

 

 

 

 

 

Minority interest

 

5,219

 

4,440

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock issued and outstanding (61,513,910 and 61,344,887 shares)

 

6,151

 

6,134

 

Capital in excess of par value

 

254,672

 

248,206

 

Retained income

 

1,097,018

 

1,052,475

 

Other comprehensive income (loss)

 

(56,920

)

(97,497

)

Common stock held in treasury at cost (8,401,149 and 8,401,149 shares)

 

(250,344

)

(250,344

)

Total stockholders’ equity

 

1,050,577

 

958,974

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,328,779

 

$

2,256,650

 

 

See accompanying notes to consolidated financial statements.

 

2



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended
June 30,

 

 

 

2003

 

2002

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

74,267

 

$

78,886

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

65,573

 

58,615

 

Minority interest in net income

 

388

 

397

 

Stock award compensation

 

6,177

 

7,792

 

Deferred income taxes

 

3,525

 

5,398

 

Loss (income) of unconsolidated affiliated companies

 

(688

)

1,360

 

Loss (gain) on sales of property and equipment

 

141

 

404

 

Changes in working capital, net of effects of acquisitions

 

(14,963

)

(12,190

)

Net change in deferred charges and credits

 

2,642

 

(8,650

)

 

 

 

 

 

 

Net cash provided by operating activities

 

137,062

 

132,012

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(46,930

)

(32,645

)

Business acquisition adjustments, net of cash acquired

 

(1,185

)

62

 

Proceeds from sales of property and equipment

 

75

 

151

 

 

 

 

 

 

 

Net cash used in investing activities

 

(48,040

)

(32,432

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Change in long-term debt

 

(39,777

)

(56,317

)

Change in short-term debt

 

2,229

 

(3,572

)

Cash dividends paid to stockholders

 

(29,724

)

(27,508

)

Stock incentive programs

 

213

 

 

Net cash used by financing activities

 

(67,059

)

(87,397

)

Effect of exchange rates on cash

 

7,192

 

1,401

 

Net increase in cash

 

29,155

 

13,584

 

Cash balance at beginning of year

 

56,401

 

35,101

 

Cash balance at end of period

 

$

85,556

 

$

48,685

 

 

See accompanying notes to consolidated financial statements.

 

3



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

 

 

 

Common
Stock

 

Capital In
Excess Of
Par Value

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income (Loss)

 

Common
Stock Held
In Treasury

 

Total
Stockholders’
Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2000

 

$

6,097

 

$

237,100

 

$

854,506

 

$

(49,855

)

$

(249,091

)

$

798,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

140,325

 

 

 

 

 

140,325

 

Translation adjustment

 

 

 

 

 

 

 

(6,634

)

 

 

(6,634

)

Pension liability adjustment, net of $(108) tax benefit

 

 

 

 

 

 

 

(170

)

 

 

(170

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

133,521

 

Cash dividends paid on common stock $1.00 per share

 

 

 

 

 

(52,812

)

 

 

 

 

(52,812

)

Stock incentive programs and related tax effects

 

30

 

7,878

 

 

 

 

 

 

 

7,908

 

Purchase of 30,000 shares of common stock

 

 

 

 

 

 

 

 

 

(1,226

)

(1,226

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2001

 

6,127

 

244,978

 

942,019

 

(56,659

)

(250,317

)

886,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

165,515

 

 

 

 

 

165,515

 

Translation adjustment

 

 

 

 

 

 

 

7,015

 

 

 

7,015

 

Pension liability adjustment, net of $(29,313) tax benefit

 

 

 

 

 

 

 

(47,853

)

 

 

(47,853

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

124,677

 

Cash dividends paid on common stock $1.04 per share

 

 

 

 

 

(55,059

)

 

 

 

 

(55,059

)

Stock incentive programs and related tax effects

 

7

 

3,228

 

 

 

 

 

 

 

3,235

 

Common stock transaction (761 shares) related to an escrow settlement of a previous subsidiary acquisition

 

 

 

 

 

 

 

 

 

(27

)

(27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2002

 

6,134

 

248,206

 

1,052,475

 

(97,497

)

(250,344

)

958,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the first six months of 2003

 

 

 

 

 

74,267

 

 

 

 

 

74,267

 

Translation adjustment for the first six months of 2003

 

 

 

 

 

 

 

40,577

 

 

 

40,577

 

Total comprehensive income*

 

 

 

 

 

 

 

 

 

 

 

114,844

 

Cash dividends paid on common stock $.56 per share

 

 

 

 

 

(29,724

)

 

 

 

 

(29,724

)

Stock incentive programs and related tax effects

 

17

 

6,466

 

 

 

 

 

 

 

6,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2003

 

$

6,151

 

$

254,672

 

$

1,097,018

 

$

(56,920

)

$

(250,344

)

$

1,050,577

 

 


* Total comprehensive income for the second quarter of 2003 and 2002 was $64,548 and $49,431 respectively, and was $81,976 for the first six months of 2002.

 

See accompanying notes to consolidated financial statements.

 

4



 

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 - Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) 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 operations.  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, 2002.

 

Note 2 - Accounting for Stock-Based Compensation

 

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.”  The Company is choosing to continue with its current practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees.”  The Company has adopted the disclosure requirements of SFAS No. 148 in its discussion of stock based employee compensation but the alternative transition options made available by the standard are not being implemented.

 

The intrinsic value method is used to account for stock-based compensation plans.  If compensation expense had been determined based on the fair value method with the pro forma compensation expense reflected over the vesting period, net income and income per share would have been adjusted to the pro forma amounts indicated below:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

(dollars in thousands, except per share amounts)

 

2003

 

2002

 

2003

 

2002

 

Net income - as reported

 

$

38,793

 

$

43,993

 

$

74,267

 

$

78,886

 

Add:  Stock-based compensation expense included in net income, net of related tax effects

 

1,649

 

2,512

 

3,802

 

4,829

 

Deduct:  Total stock-based compensation expense determined under fair value, net of related tax effects

 

(2,018

)

(2,789

)

(4,541

)

(5,383

)

Net income - pro forma

 

$

38,424

 

$

43,716

 

$

73,528

 

$

78,332

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - as reported

 

$

0.73

 

$

0.83

 

$

1.40

 

$

1.49

 

Basic earnings per share - pro forma

 

$

0.72

 

$

0.83

 

$

1.39

 

$

1.48

 

Diluted earnings per share - as reported

 

$

0.72

 

$

0.82

 

$

1.38

 

$

1.47

 

Diluted earnings per share - pro forma

 

$

0.71

 

$

0.81

 

$

1.37

 

$

1.46

 

 

5



 

Note 3 – Adoption of SFAS No. 142, “Goodwill and Other Intangible Assets”

 

Effective January 1, 2002, the Company adopted the reporting requirements of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets,” and, as required, has applied its requirements to acquisitions made after June 30, 2001.  Under SFAS No. 142, goodwill and indefinite-lived intangible assets are no longer amortized but are reviewed at least annually for impairment.  Contractual or separable intangible assets that have finite useful lives will continue to be amortized over their useful lives.

 

Changes in the carrying amount of goodwill attributable to each reportable operating segment follows:

 

(in thousands)

 

Flexible Packaging
Segment

 

Pressure Sensitive
Materials Segment

 

Total

 

 

 

 

 

 

 

 

 

Reported balance at December 31, 2002

 

$

397,301

 

$

50,708

 

$

448,009

 

Currency translation and other adjustments

 

3,271

 

 

 

3,271

 

Reported goodwill balance at June 30, 2003

 

$

400,572

 

$

50,708

 

$

451,280

 

 

The components of amortized intangible assets follow:

 

 

 

June 30, 2003

 

December 31, 2002

 

(in thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Intangible Assets

 

 

 

 

 

 

 

 

 

Contract based

 

15,323

 

(3,966

)

15,323

 

(3,233

)

Technology based

 

52,296

 

(6,585

)

52,034

 

(5,285

)

Marketing related

 

9,281

 

(816

)

9,075

 

(292

)

Customer based

 

9,572

 

(1,332

)

9,367

 

(813

)

Reported balance

 

$

86,472

 

$

(12,699

)

$

85,799

 

$

(9,623

)

 

Amortization expense for intangible assets during the first six months of 2003 was $3.0 million.  Estimated amortization expense for the remainder of 2003 is $2.8 million; for 2004, 2005, and 2006 is $5.7 million each year; and $5.6 million for 2007 and 2008 each.

 

Note 4 - Segments of Business

 

The Company’s business activities are organized around its two principal business segments, flexible packaging and pressure sensitive materials.  Both internal and external reporting conform to this organizational structure with no significant differences in accounting policies applied.  The Company evaluates the performance of its segments and allocates resources to them based on operating profit, which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.  A summary of the Company’s business activities reported by its two business segments follows:

 

6



 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

Business Segments (in millions)

 

2003

 

2002

 

2003

 

2002

 

Net Sales to Unaffiliated Customers:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

532.7

 

$

456.7

 

$

1,047.1

 

$

891.5

 

Pressure Sensitive Materials

 

137.9

 

128.4

 

262.1

 

246.5

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(0.5

)

(0.3

)

(0.5

)

(0.5

)

Pressure Sensitive Materials

 

 

 

 

 

 

 

 

 

Total

 

$

670.1

 

$

584.8

 

$

1,308.7

 

$

1,137.5

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

69.9

 

$

76.9

 

$

136.6

 

$

141.0

 

Pressure Sensitive Materials

 

6.0

 

7.2

 

8.5

 

12.2

 

Total operating profit

 

75.9

 

84.1

 

145.1

 

153.2

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(8.9

)

(9.1

)

(17.3

)

(17.7

)

Interest expense

 

(3.3

)

(3.7

)

(6.7

)

(7.8

)

Minority interest in net income

 

(0.2

)

(0.3

)

(0.4

)

(0.4

)

Income before income taxes

 

$

63.5

 

$

71.0

 

$

120.7

 

$

127.3

 

 

 

 

 

 

 

 

 

 

 

Identifiable Assets:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

 

 

$

1,809.0

 

$

1,525.7

 

Pressure Sensitive Materials

 

 

 

 

 

393.2

 

358.5

 

Total identifiable assets

 

 

 

 

 

2,202.2

 

1,884.2

 

Corporate assets

 

 

 

 

 

126.6

 

100.6

 

Total

 

 

 

 

 

$

2,328.8

 

$

1,984.8

 

 

Note 5 - Taxes Based On Income

 

The Company’s 2003 effective tax rate of 38% differs from the federal statutory rate of 35% primarily due to state and local income taxes.

 

Note 6 - Inventories

 

The Company’s inventories are valued at the lower of cost, determined by the first-in, first-out (FIFO) method, or market.  Inventories are summarized as follows:

 

(in thousands)

 

June 30,
2003

 

December 31,
2002

 

Raw materials and supplies

 

$

100,013

 

$

101,003

 

Work in process and finished goods

 

238,106

 

220,841

 

Total inventories, gross

 

338,119

 

321,844

 

Less inventory reserves

 

(13,005

)

(13,500

)

Total inventories, net

 

$

325,114

 

$

308,344

 

 

Note 7 - Subsequent Events

 

On August 21, 2002, the Company announced an agreement to sell its pressure sensitive materials business segment to UPM-Kymmene for $420 million.  The European regulatory agency approved the transaction on October 16, 2002.  On April 15, 2003, the U.S. Department of Justice filed a civil complaint to block the proposed sale of this business to UPM-Kymmene, citing its concern that the sale would reduce competition in the production of bulk paper labelstock for use in variable information printing and prime labeling.

 

In an opinion released July 25, 2003, by the U.S. District Court for the Northern District of Illinois, the U.S. Department of Justice was granted an injunction to block the transaction.  The companies do not plan to appeal the court decision and have agreed to terminate the purchase and sale agreement.

 

7



 

In July 2003, the Company committed to a plan to close three flexible packaging plants:  Murphysboro, Illinois; Union City, California; and Prattville, Alabama.  The closure of these plants, together with related support staff reductions elsewhere within the flexible packaging business segment, will reduce fixed costs and improve capacity utilization elsewhere in the Company.  Preliminary estimates of restructuring and related charges associated with the plant closing activities, including severance, relocation, and accelerated depreciation, range from $11 to $13 million for the third quarter, $2 to $3 million for the fourth quarter, and approximately $1 million in 2004.

 

Note 8 – Legal Proceedings

 

In a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, the Company disclosed that the Department of Justice had notified the Company that it expected to initiate a criminal investigation into competitive practices in the labelstock industry.  Bemis expects to receive a subpoena with regard to this investigation in the future.  The Company has received no indication of allegations against Bemis and will continue to cooperate fully with the requests of the Department of Justice.

 

Following disclosure of the investigation by the Department of Justice, six civil lawsuits purporting to represent a nationwide class of labelstock purchasers have been filed naming Bemis and its wholly-owned subsidiary, Morgan Adhesives Company, as defendants.  The lawsuits filed to date allege a conspiracy to fix prices within the self-adhesive labelstock industry.  Other named defendants include Avery Dennison Corporation, UPM-Kymmene Corporation, and Raflatac, Inc.  The lawsuits allege that each of the defendants conspired to fix, raise, maintain or stabilize prices for self-adhesive labels in the United States and that, as a result, plaintiffs and members of the purported class paid artificially inflated prices.  The lawsuits request injunctive relief and damages, including treble damages, costs of suit, and reasonable attorneys’ fees.

 

Bemis intends to vigorously defend these lawsuits.  Given the preliminary nature of the Department of Justice investigation and related civil lawsuits, however, the Company is unable to predict the outcome of the lawsuits and what effect, if any, the resolution of these matters may have on the Company’s financial position.

 

Note 9 - Earnings Per Share Computations

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders (numerator)

 

$

38,793,000

 

$

43,993,000

 

$

74,267,000

 

$

78,886,000

 

Weighted-average common shares outstanding (denominator)

 

53,105,646

 

52,941,693

 

53,064,891

 

52,929,244

 

Basic earnings per share of common stock

 

$

0.73

 

$

0.83

 

$

1.40

 

$

1.49

 

Dilutive effects of stock option and stock awards, net of windfall tax benefits

 

723,153

 

831,008

 

753,306

 

758,923

 

Weighted-average common shares and common stock equivalents outstanding (denominator)

 

53,828,799

 

53,772,701

 

53,818,197

 

53,688,167

 

Diluted earnings per share of common stock

 

$

0.72

 

$

0.82

 

$

1.38

 

$

1.47

 

 

Certain options outstanding at June 30, 2003 and 2002 (204,535 shares and 0 shares, respectively), were not included in the computation of diluted earnings per share because they would not have had a dilutive effect.

 

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