EX-19 4 a04-9011_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,

 

 

 

2004

 

2003

 

2004

 

2003

 

Net sales

 

$

712,924

 

$

670,165

 

$

1,396,961

 

$

1,308,724

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

558,474

 

533,932

 

1,098,553

 

1,041,291

 

Selling, general and administrative expenses

 

71,906

 

64,489

 

141,887

 

130,319

 

Research and development

 

5,695

 

6,046

 

10,755

 

11,102

 

Interest expense

 

3,925

 

3,235

 

6,525

 

6,661

 

Other costs (income), net

 

(2,071

)

(1,211

)

(5,856

)

(1,704

)

Minority interest in net income

 

124

 

181

 

199

 

388

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

74,871

 

63,493

 

144,898

 

120,667

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

29,100

 

24,700

 

56,100

 

46,400

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

45,771

 

$

38,793

 

$

88,798

 

$

74,267

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.43

 

$

.37

 

$

.83

 

$

.70

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.42

 

$

.36

 

$

.82

 

$

.69

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.16

 

$

.14

 

$

.32

 

$

.28

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

106,893

 

106,212

 

106,846

 

106,130

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common stock equivalents outstanding

 

107,963

 

107,658

 

107,747

 

107,636

 

 

See accompanying notes to consolidated financial statements.

 

1



 

FINANCIAL STATEMENTS – UNAUDITED

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

 

June 30,
2004

 

December 31,
2003

 

ASSETS

 

 

 

 

 

Cash

 

$

77,994

 

$

76,476

 

Accounts receivable, net

 

353,551

 

333,743

 

Inventories, net

 

337,844

 

305,182

 

Prepaid expenses

 

35,466

 

36,505

 

Total current assets

 

804,855

 

751,906

 

 

 

 

 

 

 

Property and equipment, net

 

931,763

 

915,275

 

 

 

 

 

 

 

Goodwill

 

440,985

 

450,593

 

Other intangible assets, net

 

68,023

 

71,149

 

Deferred charges and other assets

 

122,160

 

104,009

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,367,786

 

$

2,292,932

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

990

 

$

1,113

 

Short-term borrowings

 

5,434

 

5,402

 

Accounts payable

 

239,451

 

222,774

 

Accrued salaries and wages

 

64,545

 

69,499

 

Accrued income and other taxes

 

19,527

 

16,798

 

Total current liabilities

 

329,947

 

315,586

 

 

 

 

 

 

 

Long-term debt, less current portion

 

561,744

 

583,399

 

Deferred taxes

 

156,973

 

150,312

 

Deferred credits and other liabilities

 

109,086

 

99,505

 

Total liabilities

 

1,157,750

 

1,148,802

 

 

 

 

 

 

 

Minority interest

 

2,734

 

5,397

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock issued and outstanding
(115,729,457 and 115,045,107 shares)

 

11,573

 

11,505

 

Capital in excess of par value

 

263,005

 

249,609

 

Retained income

 

1,194,749

 

1,140,151

 

Other comprehensive income (loss)

 

(11,681

)

(12,188

)

Common stock held in treasury at cost
(8,803,061 and 8,803,061 shares)

 

(250,344

)

(250,344

)

Total stockholders’ equity

 

1,207,302

 

1,138,733

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,367,786

 

$

2,292,932

 

 

See accompanying notes to consolidated financial statements.

 

2



 

FINANCIAL STATEMENTS - UNAUDITED

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended
June 30,

 

 

 

2004

 

2003

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

88,798

 

$

74,267

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

67,461

 

65,573

 

Minority interest in net income

 

199

 

388

 

Stock award compensation

 

7,450

 

6,177

 

Deferred income taxes

 

5,169

 

3,525

 

Income of unconsolidated affiliated company

 

(5,494

)

(688

)

Loss on sales of property and equipment

 

642

 

141

 

Restructuring related activities

 

(3,140

)

 

 

Changes in working capital, net of effects of acquisitions

 

(21,064

)

(14,963

)

Net change in deferred charges and credits

 

12,440

 

2,642

 

 

 

 

 

 

 

Net cash provided by operating activities

 

152,461

 

137,062

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(69,354

)

(46,930

)

Business acquisition and adjustments, net of cash acquired

 

(31,391

)

(1,185

)

Proceeds from sales of property and equipment

 

381

 

75

 

Proceeds from sale of restructuring related assets

 

3,131

 

 

 

Increased investment in unconsolidated affiliated company

 

(7,065

)

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(104,298

)

(48,040

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Change in long-term debt

 

(12,581

)

(39,777

)

Change in short-term debt

 

(28

)

2,229

 

Cash dividends paid to stockholders

 

(34,200

)

(29,724

)

Stock incentive programs

 

293

 

213

 

 

 

 

 

 

 

Net cash used by financing activities

 

(46,516

)

(67,059

)

 

 

 

 

 

 

Effect of exchange rates on cash

 

(129

)

7,192

 

 

 

 

 

 

 

Net increase in cash

 

1,518

 

29,155

 

 

 

 

 

 

 

Cash balance at beginning of year

 

76,476

 

56,401

 

 

 

 

 

 

 

Cash balance at end of period

 

$

77,994

 

$

85,556

 

 

See accompanying notes to consolidated financial statements.

 

3



 

FINANCIAL STATEMENTS – UNAUDITED

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

 

 

 

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, 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 tax effect $(29,313)

 

 

 

 

 

 

 

(47,853

)

 

 

(47,853

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

124,677

 

Cash dividends paid on common stock $0.52 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

 

 

 

 

 

147,145

 

 

 

 

 

147,145

 

Translation adjustment

 

 

 

 

 

 

 

59,237

 

 

 

59,237

 

Pension liability adjustment, net of tax effect $15,668

 

 

 

 

 

 

 

26,072

 

 

 

26,072

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

232,454

 

Cash dividends paid on common stock $0.56 per share

 

 

 

 

 

(59,469

)

 

 

 

 

(59,469

)

Stock incentive programs and related tax effects

 

18

 

6,756

 

 

 

 

 

 

 

6,774

 

Issued 53,522,935 shares for two-for-one stock split

 

5,353

 

(5,353

)

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

11,505

 

249,609

 

1,140,151

 

(12,188

)

(250,344

)

1,138,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the first six months of 2004

 

 

 

 

 

88,798

 

 

 

 

 

88,798

 

Translation adjustment for the first six months of 2004

 

 

 

 

 

 

 

(5,646

)

 

 

(5,646

)

Total comprehensive income*

 

 

 

 

 

 

 

 

 

 

 

83,152

 

Cash dividends paid on common stock $.32 per share

 

 

 

 

 

(34,200

)

 

 

 

 

(34,200

)

Recognition of cumulative translation adjustment related to divesture of investment in foreign entity

 

 

 

 

 

 

 

6,153

 

 

 

6,153

 

Stock incentive programs and related tax effects

 

68

 

13,396

 

 

 

 

 

 

 

13,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2004

 

$

11,573

 

$

263,005

 

$

1,194,749

 

$

(11,681

)

$

(250,344

)

$

1,207,302

 

 


*       Total comprehensive income for the second quarter of 2004 and 2003 was $38,175 and $64,548 respectively, and was $114,844 for the first six months of 2003.

 

See accompanying notes to consolidated financial statements.

 

4



 

FINANCIAL STATEMENTS - UNAUDITED

 

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, 2003.

 

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 amount

 

2004

 

2003

 

2004

 

2003

 

Net income - as reported

 

$

45,771

 

$

38,793

 

$

88,798

 

$

74,267

 

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

 

2,220

 

1,649

 

4,564

 

3,802

 

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

 

(2,343

)

(2,018

)

(4,811

)

(4,541

)

Net income - pro forma

 

$

45,648

 

$

38,424

 

$

88,551

 

$

73,528

 

Basic earnings per share

- as reported

 

$

0.43

 

$

0.37

 

$

0.83

 

$

0.70

 

 

- pro forma

 

$

0.43

 

$

0.36

 

$

0.83

 

$

0.69

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

- as reported

 

$

0.42

 

$

0.36

 

$

0.82

 

$

0.69

 

 

- pro forma

 

$

0.42

 

$

0.36

 

$

0.82

 

$

0.68

 

 

Note 3 – Goodwill and Other Intangible Assets

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

 

(in thousands)

 

Flexible Packaging
Segment

 

Pressure Sensitive
Materials Segment

 

Total

 

Reported balance at December 31, 2002

 

$

397,301

 

$

50,708

 

$

448,009

 

Currency translation adjustment

 

5,377

 

 

 

5,377

 

Other adjustments

 

(2,793

)

 

 

(2,793

)

Reported balance at December 31, 2003

 

399,885

 

50,708

 

450,593

 

 

 

 

 

 

 

 

 

Contribution of consolidated subsidiary to equity investment in Brazilian joint venture

 

(7,679

)

 

 

(7,679

)

Business unit acquisition

 

1,378

 

 

 

1,378

 

Currency translation adjustment

 

(316

)

 

 

(316

)

Other adjustments

 

(2,991

)

 

 

(2,991

)

Reported balance at June 30, 2004

 

$

390,277

 

$

50,708

 

$

440,985

 

 

5



 

The components of amortized intangible assets follow:

 

 

 

June 30, 2004

 

December 31, 2003

 

(in thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Contract based

 

$

15,323

 

$

(5,118

)

$

15,323

 

$

(4,531

)

Technology based

 

51,912

 

(9,408

)

52,644

 

(8,102

)

Marketing related

 

8,587

 

(1,688

)

8,729

 

(1,244

)

Customer based

 

10,740

 

(2,325

)

10,139

 

(1,809

)

Reported balance

 

$

86,562

 

$

(18,539

)

$

86,835

 

$

(15,686

)

 

Amortization expense for intangible assets during the first six months of 2004 was $2.9 million.  Estimated amortization expense for the remainder of 2004 is $2.9 million; for 2005, 2006, and 2007 is $5.8 million each year; and $5.7 million for 2008 and 2009 each.

 

Note 4 – Business Acquisition and Increase in Ownership of Itap Bemis Ltda.

On May 25, 2004, the Company and its Mexican partner, Corporacion JMA, S.A. de C.V., acquired the Tultitlan, Mexico plant operation of Masterpak, S.A. de C.V. for $31.4 million, subject to a working capital adjustment.  Recently reported annual sales related to the assets purchased were approximately $35.0 million.  While the Company’s ownership share is 51 percent, the Company financed its Mexican partner’s portion of the purchase price and as such 100 percent of this entity was effectively consolidated by the Company at June 30, 2004.  The total purchase price has been accounted for under the purchase method of accounting, reflecting the provisions of SFAS Nos. 141 and 142, and includes the preliminary allocations of $32.0 million to tangible assets and $2.0 million to liabilities assumed.  Results of operations from the date of acquisition are included in these financial statements.

 

Effective January 1, 2004, the Company contributed its 90 percent ownership interest in Curwood Itap Ltda., its shrink bags business in Brazil, to its Brazilian flexible packaging joint venture, Itap Bemis Ltda.  Assets and liabilities of Curwood Itap Ltda. (consolidated at December 31, 2003) contributed included:  Working capital, $14.7 million, including cash of $7.1 million; property, $3.7 million; intangible assets and deferred charges, $8.4 million; and minority interest, $2.7 million.  In addition, the Company recorded a $6.2 million charge related to previously deferred cumulative translation losses which substantially offset the gain on the divesture of assets described above.  The net increase in the investment in Itap Bemis Ltda. was $30.5 million, including a net gain of $0.2 million on this transaction.  In exchange for this contribution, the Company’s ownership interest in Itap Bemis Ltda. increased from 33 percent to 45 percent.  The joint venture will continue to be accounted for on the equity method and equity earnings have been included as a component of other costs (income), net.

 

Note 5 – Restructuring of Operations

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 and capacity reductions within the flexible packaging business segment, will reduce fixed costs and improve capacity utilization elsewhere in the Company.  During the third quarter 2003, manufacturing activity at the three plants was concluded with customer order fulfillment absorbed by other facilities within the flexible packaging segment.  This plan is expected to be completed in 2004 with the clean-up and disposal of the three plants.

 

During 2003, the Company incurred charges of $5.0 million for employee severance (314 employees terminated), $7.1 million for accelerated depreciation, $0.7 million for equipment and employee relocation, and $1.1 million for other related costs.  During the first six months of 2004, the Company incurred charges of $0.1 million for accelerated depreciation, $0.4 million for equipment and employee relocation, and $0.1 million for other related costs.  This restructuring effort is essentially complete with minor costs to be incurred to maintain vacated facilities until sold.  In addition during the first six months of 2004, the Company realized a $1.4 million gain on the disposition of the Union City, California plant, and expects to realize a small gain on the sales of the other vacated facilities.  No realized or anticipated gains are included in the total costs reflected above.

 

In October 2003, the Company committed to a plan to close two pressure sensitive materials plants:  North Las Vegas, Nevada, and Brampton, Ontario, Canada.  The closure of these plants, together with related support staff and capacity reductions within the pressure sensitive materials business segment, will reduce fixed costs and improve capacity utilization elsewhere in this business segment.  This plan is expected to be completed in 2004 as manufacturing is transferred to other operations and clean-up and disposal of the two plants occurs.

 

During 2003, the Company incurred charges of $2.3 million for employee severance (81 employees terminated), $0.1 million for accelerated depreciation, and $0.3 million for other related costs. During the first six months of 2004, the Company

 

6



 

incurred charges of $0.2 million for employee severance, $0.6 million for equipment and employee relocation, and $0.4 million for other related costs.  Remaining costs associated with this plan are expected to be approximately $0.7 million in 2004.  No realized or anticipated gains are included in the total costs reflected above.

 

During the second quarter of 2004, employee severance, equipment relocation, and other related costs totaling $0.6 million have been included as a component of other costs (income) in the consolidated statement of income, while the accelerated depreciation costs and inventory write-offs of $0.1 million are included in cost of products sold.  Facilities consolidation and relocation costs have been expensed as incurred.  For the first half of 2004 a total of $1.5 million has been charged to other costs (income), $0.2 million has been charged to cost of products sold, and $0.1 million has been charged to selling, general and administrative expense within the consolidated statement of income.  In addition, the $1.4 million gain on the first quarter 2004 sale of the Union City, California plant (which was closed in the third quarter of 2003) is included in other costs (income).

 

An analysis of the restructuring and related costs activity follows:

 

(in thousands)

 

Employee
Costs

 

Facilities
Consolidation
or Relocation

 

Total
Restructuring

 

Accelerated
Depreciation

 

Total
Restructuring
and Related Costs

 

2003 Activity

 

 

 

 

 

 

 

 

 

 

 

Total net expense accrued

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

(4,993

)

$

(1,779

)

$

(6,772

)

$

(7,139

)

$

(13,911

)

Pressure Sensitive

 

(2,303

)

(312

)

(2,615

)

(134

)

(2,749

)

 

 

 

 

 

 

 

 

 

 

 

 

Charges to accrual account

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

3,207

 

1,779

 

4,986

 

7,139

 

12,125

 

Pressure Sensitive

 

964

 

253

 

1,217

 

134

 

1,351

 

Reserve balance
at December 31, 2003

 

$

(3,125

)

$

(59

)

$

(3,184

)

$

0

 

$

(3,184

)

 

 

 

 

 

 

 

 

 

 

 

 

2004 Activity – Year-to-Date

 

 

 

 

 

 

 

 

 

 

 

Total net expense accrued

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(14

)

900

 

886

 

(72

)

814

 

Pressure Sensitive

 

(185

)

(945

)

(1,130

)

(36

)

(1,166

)

 

 

 

 

 

 

 

 

 

 

 

 

Charges to accrual account

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

509

 

(900

)

(391

)

72

 

(319

)

Pressure Sensitive

 

1,543

 

974

 

2,517

 

36

 

2,553

 

Reserve balance
at June 30, 2004

 

$

(1,272

)

$

(30

)

$

(1,302

)

$

0

 

$

(1,302

)

 

 

 

 

 

 

 

 

 

 

 

 

2004 Activity – Second Quarter

 

 

 

 

 

 

 

 

 

 

 

Reserve balance
at March 31, 2004

 

$

(1,662

)

$

(30

)

$

(1,692

)

$

0

 

$

(1,692

)

Total net expense accrued

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(2

)

(111

)

(113

)

(27

)

(140

)

Pressure Sensitive

 

(42

)

(581

)

(623

)

 

 

(623

)

 

 

 

 

 

 

 

 

 

 

 

 

Charges to accrual account

 

 

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

44

 

111

 

155

 

27

 

182

 

Pressure Sensitive

 

390

 

581

 

971

 

 

 

971

 

Reserve balance
at June 30, 2004

 

$

(1,272

)

$

(30

)

$

(1,302

)

$

0

 

$

(1,302

)

 

Note 6 – Components of Net Periodic Benefit Cost

Benefit costs for defined pension benefit plans are shown below.  Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions.  In accordance with the Company’s general funding policy to make contributions as required by applicable regulations and when beneficial to the Company for tax and planning purposes, on August 2, 2004, the Company made a voluntary contribution of $40.0 million to its two principal domestic defined benefit pension plans to improve the funded status of these plans.  The expected cash contribution to other plans for the balance of 2004 is $1.5 million which is expected to satisfy plan funding requirements and regulatory funding requirements.

 

7



 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

Pension Benefits

 

Other Benefits

 

Pension Benefits

 

Other Benefits

 

(in thousands)

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

2004

 

2003

 

Service cost – benefits earned during the period

 

$

4,582

 

$

3,516

 

$

153

 

$

103

 

$

9,194

 

$

7,032

 

$

307

 

$

207

 

Interest cost on projected benefit obligation

 

7,070

 

6,474

 

325

 

275

 

14,168

 

12,948

 

649

 

550

 

Expected return on plan assets

 

(8,269

)

(8,888

)

 

 

 

 

(16,561

)

(17,776

)

 

 

 

 

Amortization of unrecognized transition obligation

 

99

 

84

 

 

 

 

 

201

 

168

 

 

 

 

 

Amortization of prior service cost

 

561

 

474

 

18

 

18

 

1,122

 

948

 

36

 

36

 

Recognized actuarial net loss

 

1,864

 

253

 

23

 

 

 

3,734

 

506

 

47

 

 

 

Net periodic pension (income) cost

 

$

5,907

 

$

1,913

 

$

519

 

$

396

 

$

11,858

 

$

3,826

 

$

1,039

 

$

793

 

 

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) introduces a prescription drug benefit under Medicare and, in certain circumstances, a federal subsidy to sponsors of retiree health care benefit plans.  The Company’s U.S. postretirement health care plan offers prescription drug benefits.  In accordance with FASB Staff Position No. FAS 106-2 “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” any measures of the accumulated projected benefit obligation or net periodic postretirement benefit cost in the financial statements or accompanying notes do not reflect the effects of the Act on the plan as it has not been concluded if the benefits under the plan are actuarially equivalent to Medicare Part D under the Act.  The Company does not anticipate that the plan will need to be amended in order to benefit from the new legislation, nor does it anticipate that the Act will have a material effect on the plan.

 

Note 7 - 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,
2004

 

December 31,
2003

 

Raw materials and supplies

 

$

113,348

 

$

101,966

 

Work in process and finished goods

 

237,182

 

216,303

 

Total inventories, gross

 

350,530

 

318,269

 

Less inventory reserves

 

(12,686

)

(13,087

)

 

 

 

 

 

 

Total inventories, net

 

$

337,844

 

$

305,182

 

 

Note 8 - Taxes Based On Income

The Company’s 2004 effective tax rate of 38.7% differs from the federal statutory rate of 35.0% primarily due to state and local income taxes.

 

Note 9 - 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 conforms 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:

 

8



 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

Business Segments (in millions)

 

2004

 

2003

 

2004

 

2003

 

Net Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

564.3

 

$

532.7

 

$

1,103.2

 

$

1,047.1

 

Pressure Sensitive Materials

 

148.6

 

137.9

 

293.9

 

262.1

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

(0.5

)

(0.1

)

(0.5

)

Pressure Sensitive Materials

 

 

 

 

 

 

 

 

 

Total

 

$

712.9

 

$

670.1

 

$

1,397.0

 

$

1,308.7

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

78.6

 

$

69.4

 

$

152.2

 

$

135.8

 

Pressure Sensitive Materials

 

9.3

 

6.0

 

14.9

 

8.5

 

Total operating profit

 

87.9

 

75.4

 

167.1

 

144.3

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(9.0

)

(8.4

)

(15.5

)

(16.5

)

Interest expense

 

(3.9

)

(3.3

)

(6.5

)

(6.7

)

Minority interest in net income

 

(0.1

)

(0.2

)

(0.2

)

(0.4

)

Income before income taxes

 

$

74.9

 

$

63.5

 

$

144.9

 

$

120.7

 

 

 

 

 

 

 

 

 

 

 

Identifiable Assets:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

 

 

$

1,852.2

 

$

1,799.3

 

Pressure Sensitive Materials

 

 

 

 

 

401.2

 

393.2

 

Total identifiable assets

 

 

 

 

 

2,253.4

 

2,192.5

 

Corporate assets

 

 

 

 

 

114.4

 

136.3

 

Total

 

 

 

 

 

$

2,367.8

 

$

2,328.8

 

 

Note 10 – Legal Proceedings

The Company first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, that the Department of Justice expected to initiate a criminal investigation into competitive practices in the labelstock industry and the Company further discussed the investigation and disclosed that it expected to receive a subpoena in the Company’s Form 10-Q filed for the quarter ended June 30, 2003.  In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry.  The Company has responded to the subpoena and will continue to cooperate fully with the requests of the Department of Justice.

 

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in nine civil lawsuits.  Each lawsuit purports to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  Judge Vanaskie entered an order which calls for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in February 2005.  The Order does not set, at this time, a discovery cut-off or a trial date.  The Company intends to vigorously defend these lawsuits.

 

In a Form 8-K filed with the Securities and Exchange Commission on May 25, 2004, the Company disclosed that representatives from the European Commission had commenced a search of business records and interviews of certain Company personnel at its pressure sensitive materials operation in Soignies, Belgium to investigate possible violations of European competition law in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector.  The Company continues to cooperate fully with the European Commission Competition Authorities.

 

Given the preliminary nature of the Department of Justice investigation, the related class-action civil lawsuits, and the European Commission investigation, the Company is unable to predict the outcome of these matters although the effect could be material.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

 

Note 11 - Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

 

(in thousands)

 

June 30, 2004

 

December 31, 2003

 

Foreign currency translation

 

$

12,000

 

$

11,493

 

Minimum pension liability, net of deferred tax benefit of $14,825 and $14,825

 

(23,681

)

(23,681

)

Accumulated other comprehensive income (loss)

 

$

(11,681

)

$

(12,188

)

 

9



 

Note 12 - Earnings Per Share Computations

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands, except per share amounts)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders
(numerator)

 

$

45,771

 

$

38,793

 

88,798

 

$

74,267

 

Weighted-average common shares outstanding
(denominator)

 

106,893

 

106,211

 

106,846

 

106,130

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

0.43

 

$

0.37

 

$

0.83

 

$

0.70

 

 

 

 

 

 

 

 

 

 

 

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

 

1,070

 

1,446

 

901

 

1,507

 

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

 

107,963

 

107,658

 

107,747

 

107,636

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

0.42

 

$

0.36

 

$

0.82

 

$

0.69

 

 

Certain options outstanding at June 30, 2003 (409,070 shares), were not included in the computation of diluted earnings per share because they would not have had a dilutive effect at that time.

 

10