EX-19 2 a06-21578_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

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

903,332

 

$

870,145

 

$

2,738,766

 

$

2,581,902

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

729,262

 

697,410

 

2,211,085

 

2,085,997

 

Selling, general and administrative expenses

 

81,191

 

82,848

 

249,746

 

250,512

 

Research and development

 

6,088

 

5,933

 

18,879

 

17,767

 

Interest expense

 

11,653

 

9,830

 

37,528

 

28,170

 

Other costs (income), net

 

(4,428

)

(748

)

(1,710

)

1,131

 

Minority interest in net income

 

985

 

1,704

 

2,447

 

4,097

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

78,581

 

73,168

 

220,791

 

194,228

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

30,600

 

29,000

 

86,100

 

76,600

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

47,981

 

$

44,168

 

$

134,691

 

$

117,628

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.46

 

$

.42

 

$

1.28

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.45

 

$

.41

 

$

1.26

 

$

1.09

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.19

 

$

.18

 

$

.57

 

$

.54

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

104,836

 

106,267

 

104,874

 

106,814

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common stock equivalents outstanding

 

106,688

 

107,637

 

106,697

 

108,193

 

 

See accompanying notes to consolidated financial statements.

1




BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Cash

 

$

105,427

 

$

91,125

 

Accounts receivable, net

 

469,073

 

436,035

 

Inventories

 

470,735

 

420,950

 

Prepaid expenses

 

50,120

 

39,700

 

Total current assets

 

1,095,355

 

987,810

 

 

 

 

 

 

 

Property and equipment, net

 

1,158,503

 

1,143,539

 

 

 

 

 

 

 

Goodwill

 

600,082

 

581,419

 

Other intangible assets, net

 

103,333

 

105,580

 

Deferred charges and other assets

 

137,969

 

146,252

 

Total

 

841,384

 

833,251

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,095,242

 

$

2,964,600

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

17,061

 

$

3,907

 

Short-term borrowings

 

51,595

 

50,107

 

Accounts payable

 

396,806

 

327,569

 

Accrued salaries and wages

 

78,928

 

79,056

 

Accrued income and other taxes

 

24,916

 

13,681

 

Total current liabilities

 

569,306

 

474,320

 

 

 

 

 

 

 

Long-term debt, less current portion

 

713,069

 

790,107

 

Deferred taxes

 

155,291

 

168,447

 

Deferred credits and other liabilities

 

136,342

 

154,679

 

Total liabilities

 

1,574,008

 

1,587,553

 

 

 

 

 

 

 

Minority interest

 

27,834

 

27,692

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock issued (116,108,801 and 115,978,746 shares)

 

11,611

 

11,598

 

Capital in excess of par value

 

312,896

 

267,274

 

Retained income

 

1,410,669

 

1,337,590

 

Accumulated other comprehensive income

 

75,840

 

32,706

 

Common stock held in treasury at cost (11,272,771 and 10,672,771 shares)

 

(317,616

)

(299,813

)

Total stockholders’ equity

 

1,493,400

 

1,349,355

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

3,095,242

 

$

2,964,600

 

 

See accompanying notes to consolidated financial statements.

2




BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2006

 

2005

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

134,691

 

$

117,628

 

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

 

 

 

 

 

Depreciation and amortization

 

118,075

 

117,551

 

Minority interest in net income

 

2,447

 

4,097

 

Excess tax benefit from share-based payment arrangements

 

(864

)

 

 

Stock award compensation

 

8,368

 

10,569

 

Deferred income taxes

 

(12,525

)

12,142

 

Loss (income) of unconsolidated affiliated company

 

114

 

(395

)

Loss (gain) on sales of property and equipment

 

912

 

433

 

Non-cash restructuring related activities

 

11,031

 

(412

)

Proceeds from cash flow hedge

 

 

 

6,079

 

Changes in working capital, net of effects of acquisitions

 

5,809

 

(16,297

)

Net change in deferred charges and credits

 

20,457

 

2,295

 

 

 

 

 

 

 

Net cash provided by operating activities

 

288,515

 

253,690

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(114,524

)

(122,511

)

Business acquisitions and adjustments, net of cash acquired

 

(10,800

)

(237,079

)

Proceeds from sales of property and equipment

 

748

 

296

 

Proceeds from the sale of restructuring related assets

 

 

 

4,664

 

 

 

 

 

 

 

Net cash used in investing activities

 

(124,576

)

(354,630

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

 

296,548

 

Repayment of long-term debt

 

(47,335

)

(100,030

)

Net borrowing (repayment) of commercial paper

 

(32,704

)

39,710

 

Net borrowing (repayment) of short-term debt

 

9,730

 

22,162

 

Cash dividends paid to stockholders

 

(61,612

)

(57,680

)

Common stock purchased for the treasury

 

(17,803

)

(49,469

)

Excess tax benefit from share-based payment arrangements

 

864

 

 

 

Stock incentive programs

 

51

 

1,366

 

 

 

 

 

 

 

Net cash (used) provided by financing activities

 

(148,809

)

152,607

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

(828

)

5,114

 

 

 

 

 

 

 

Net increase in cash

 

14,302

 

56,781

 

 

 

 

 

 

 

Cash balance at beginning of year

 

91,125

 

93,898

 

 

 

 

 

 

 

Cash balance at end of period

 

$

105,427

 

$

150,679

 

 

See accompanying notes to consolidated financial statements.

3




BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Capital In

 

 

 

Other

 

Common

 

Total

 

 

 

Common

 

Excess of

 

Retained

 

Comprehensive

 

Stock Held

 

Stockholders’

 

 

 

Stock

 

Par Value

 

Earnings

 

Income (Loss)

 

In Treasury

 

Equity

 

Balance at December 31, 2003

 

$

11,505

 

$

249,609

 

$

1,140,151

 

$

(12,188

)

$

(250,344

)

$

1,138,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

179,967

 

 

 

 

 

179,967

 

Translation adjustment

 

 

 

 

 

 

 

39,780

 

 

 

39,780

 

Pension liability adjustment, net of tax effect $(1,433)

 

 

 

 

 

 

 

(2,071

)

 

 

(2,071

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

217,676

 

Cash dividends paid on common stock $0.64 per share

 

 

 

 

 

(68,423

)

 

 

 

 

(68,423

)

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

 

 

 

 

 

 

 

6,153

 

 

 

6,153

 

Stock incentive programs and related tax effects (705,082 shares)

 

70

 

13,657

 

 

 

 

 

 

 

13,727

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2004

 

11,575

 

263,266

 

1,251,695

 

31,674

 

(250,344

)

1,307,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

162,529

 

 

 

 

 

162,529

 

Unrecognized gain on derivative, net of tax effect $2,371

 

 

 

 

 

 

 

3,708

 

 

 

3,708

 

Unrecognized gain reclassified to earnings, net of tax effect $(266)

 

 

 

 

 

 

 

(417

)

 

 

(417

)

Translation adjustment

 

 

 

 

 

 

 

4,178

 

 

 

4,178

 

Pension liability adjustment, net of tax effect $(4,322)

 

 

 

 

 

 

 

(6,437

)

 

 

(6,437

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

163,561

 

Cash dividends paid on common stock $0.72 per share

 

 

 

 

 

(76,634

)

 

 

 

 

(76,634

)

Stock incentive programs and related tax effects (228,557 shares)

 

23

 

4,008

 

 

 

 

 

 

 

4,031

 

Purchase of 1,869,710 shares of common stock

 

 

 

 

 

 

 

 

 

(49,469

)

(49,469

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2005

 

11,598

 

267,274

 

1,337,590

 

32,706

 

(299,813

)

1,349,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the first nine months of 2006

 

 

 

 

 

134,691

 

 

 

 

 

134,691

 

Unrecognized gain reclassified to earnings, net of tax effect $(252)

 

 

 

 

 

 

 

(395

)

 

 

(395

)

Translation adjustment for the first nine months of 2006

 

 

 

 

 

 

 

43,529

 

 

 

43,529

 

Total comprehensive income*

 

 

 

 

 

 

 

 

 

 

 

177,825

 

Cash dividends paid on common stock $0.57 per share

 

 

 

 

 

(61,612

)

 

 

 

 

(61,612

)

Stock incentive programs and related tax effects, net of tax withholding (130,055 shares)

 

13

 

(375

)

 

 

 

 

 

 

(362

)

Impact of adopting FAS 123(R)

 

 

 

37,629

 

 

 

 

 

 

 

37,629

 

Share-based compensation

 

 

 

8,368

 

 

 

 

 

 

 

8,368

 

Purchase of 600,000 shares of common stock

 

 

 

 

 

 

 

 

 

(17,803

)

(17,803

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2006

 

$

11,611

 

$

312,896

 

$

1,410,669

 

$

75,840

 

$

(317,616

)

$

1,493,400

 

 


  *  Total comprehensive income for the third quarter of 2006 and 2005 was $47,176 and $62,031, respectively, and was $152,977 for the first nine months of 2005.

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 accounting principles for interim financial information generally accepted in the United States 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, results of operations, and cash flows.  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, 2005.

Note 2 – New Accounting Pronouncement

On September 29, 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106, and 132R).  This new accounting standard will significantly change accounting practice surrounding single-employer defined benefit pension, retiree healthcare, and other postretirement plans by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through the comprehensive income component of equity.  The Company is evaluating the impact of adopting this standard as required on December 31, 2006.

In June 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (FIN 48).  FIN 48 clarifies the accounting for uncertain tax positions in accordance with FASB Statement No. 109,  Accounting for Income Taxes.  The Company will be required to recognize, in its financial statements, the largest tax benefit of a tax position that is “more-likely-than-not” to be sustained on audit based solely on the technical merits of the position as of the reporting date.  In addition, FIN 48 provides guidance on new disclosure requirements, reporting and accrual of interest and penalties, accounting in interim periods, and transition.  FIN 48 is effective for the Company beginning January 1, 2007, with the cumulative effect of initially applying FIN 48 recognized as a change in accounting principle recorded as an adjustment to opening retained earnings.  The Company is currently evaluating the impact of adopting this standard.

Note 3 – Accounting for Stock-Based Compensation

On December 15, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (FAS 123(R)), which significantly changed accounting practice with respect to employee stock options.  FAS 123(R) requires that the Company measure the cost of equity-based service awards based on the grant-date fair value of the award.  The impact of adopting this standard on January 1, 2006, as required, is insignificant to the Company’s results of operations since no new stock option awards have been granted since 2003 and nearly all stock options outstanding at December 31, 2005, were fully or partially vested.

Options are granted at prices equal to fair market value on the date of the grant and are exercisable, upon vesting, over varying periods up to ten years from the date of grant.  Options for directors vest immediately, while options for Company employees generally vest over three years (one-third per year).  The following table summarizes all stock option plan activity from December 31, 2005 to September 30, 2006:

 

 

Aggregate

 

 

 

Per Share

 

Weighted-Average

 

 

 

Intrinsic

 

Number of

 

Option Price

 

Exercise Price

 

 

 

Value

 

Shares

 

Range

 

Per Share

 

Outstanding at December 31, 2005

 

 

 

2,143,378

 

$15.86 - $26.95

 

$

19.72

 

Exercised

 

$

1,579,000

 

(113,414

)

$16.16 - $22.04

 

$

16.28

 

Outstanding at September 30, 2006

 

$

26,280,000

 

2,029,964

 

$15.86 - $26.95

 

$

19.91

 

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2006

 

$

25,942,000

 

1,987,964

 

$15.86 - $26.95

 

$

19.81

 

 

The following table summarizes information about outstanding and exercisable stock options at September 30, 2006.

 

 

Options Outstanding

 

Options Exercisable

 

 

 

Number

 

Weighted-Average

 

Weighted-Average

 

Number

 

Weighted-Average

 

Range of

 

Outstanding

 

Remaining

 

Exercise Price

 

Exercisable

 

Exercise Price

 

Exercise Prices

 

at 9/30/06

 

Contractual Life

 

Per Share

 

at 9/30/06

 

Per Share

 

$15.86 - $18.81

 

1,315,494

 

3.2 years

 

$

17.81

 

1,315,494

 

$

17.81

 

$22.04 - $26.95

 

714,470

 

3.8 years

 

$

23.78

 

672,470

 

$

23.72

 

 

 

2,029,964

 

3.5 years

 

$

19.91

 

1,987,964

 

$

19.81

 

 

5




Stock options have not been granted since early 2003.  The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:  dividend yield 2.3%, expected volatility 29.2%, risk-free interest rate 6.75%, and expected lives 10.0 years.

In 1994 and in 2001, the Company adopted a Stock Incentive Plan for certain key employees.  The 1994 and 2001 Plans provide for the issuance of up to 4,000,000 and 5,000,000 grants, respectively. Each Plan expires 10 years after its inception, at which point no further stock options or performance units may be granted.  Since 1994, 3,932,910 and 3,699,162 grants of either stock options or performance units (commonly referred to as restricted stock) have been made under the 1994 and 2001 plans, respectively.  Distribution of the performance units is made in the form of shares of the Company’s common stock on a one for one basis.  Distribution of the shares will normally be made not less than three years, nor more than six years, from the date of the performance unit grant.  All performance units granted under the plan are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.

As of September 30, 2006, the unrecorded compensation cost for performance units is $31,420,000 and will be recognized over the remaining vesting period for each grant which ranges between December 31, 2006 and December 31, 2010.  The remaining weighted-average life of all performance units outstanding is 2.1 years.  Prior to the adoption of FAS 123(R) the Company maintained liability balances of $37,629,000 related to the portion of performance units for which compensation expense had been previously recognized.  As these awards are considered equity-based awards under FAS 123(R), the Company has reclassified this balance from a liability classification to a component of additional paid in capital.

The following table summarizes all restricted stock unit activity from December 31, 2005 to September 30, 2006:

 

 

 

 

Number of

 

 

 

Aggregate

 

Performance

 

 

 

Intrinsic Value

 

Units

 

Outstanding shares granted at December 31, 2005

 

 

 

3,069,163

 

Shares Granted

 

 

 

346,143

 

Shares Paid

 

 

 

(142,869

)

Shares Canceled

 

 

 

(50,000

)

Outstanding shares granted at September 30, 2006

 

$

105,889,000

 

3,222,437

 

 

Prior to the adoption of FAS 123(R), as provided for in FAS No. 148 “Accounting for Stock-Based Compensation—Transition and Disclosure (an amendment of FASB Statement No. 123)”, the Company chose to continue with its previous practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees” related to its outstanding options and performance units.  The intrinsic value method was used to account for these 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

 

Nine Months Ended

 

(dollars in thousands, except per share amounts)

 

September 30, 2005

 

September 30, 2005

 

Net income - as reported

 

$

44,168

 

$

117,628

 

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

 

1,778

 

6,407

 

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

 

(1,872

)

(6,651

)

Net income - pro forma

 

$

44,074

 

$

117,384

 

 

 

 

 

 

 

Basic earnings per share - as reported

 

$

0.42

 

$

1.10

 

Basic earnings per share - pro forma

 

$

0.41

 

$

1.10

 

 

 

 

 

 

 

Diluted earnings per share - as reported

 

$

0.41

 

$

1.09

 

Diluted earnings per share - pro forma

 

$

0.41

 

$

1.08

 

 

Note 4 – 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:

 

 

September 30,

 

December 31,

 

(in thousands)

 

2006

 

2005

 

Raw materials and supplies

 

$

174,084

 

$

161,110

 

Work in process and finished goods

 

315,866

 

276,331

 

Total inventories, gross

 

489,950

 

437,441

 

Less inventory write-downs

 

(19,215

)

(16,491

)

Total inventories, net

 

$

470,735

 

$

420,950

 

 

6




Note 5 – Goodwill and Other Intangible Assets

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

 

 

Flexible Packaging

 

Pressure Sensitive

 

 

 

(in thousands)

 

Segment

 

Materials Segment

 

Total

 

Reported balance at December 31, 2004

 

$

391,473

 

$

50,708

 

$

442,181

 

 

 

 

 

 

 

 

 

Business acquisition

 

111,114

 

 

 

111,114

 

Goodwill associated with Itap Bemis Ltda. which is now consolidated

 

11,396

 

 

 

11,396

 

Currency translation adjustment

 

16,728

 

 

 

16,728

 

Reported balance at December 31, 2005

 

$

530,711

 

$

50,708

 

$

581,419

 

 

 

 

 

 

 

 

 

Business acquisitions

 

5,943

 

1,882

 

7,825

 

Currency translation adjustment

 

10,838

 

 

 

10,838

 

Reported balance at September 30, 2006

 

$

547,492

 

$

52,590

 

$

600,082

 

 

During 2006, the acquisition of the minority interest of our three Mexican joint venture operations and the final adjustment to the purchase price of Dixie Toga, originally acquired in January 2005, resulted in the $7.8 million goodwill increase.

The components of amortized intangible assets follow:

 

 

September 30, 2006

 

December 31, 2005

 

 

 

Gross Carrying

 

Accumulated

 

Gross Carrying

 

Accumulated

 

(in thousands)

 

Amount

 

Amortization

 

Amount

 

Amortization

 

Contract based

 

$

15,447

 

$

(7,775

)

$

15,447

 

$

(6,930

)

Technology based

 

52,342

 

(15,730

)

52,047

 

(13,513

)

Marketing related

 

20,909

 

(4,897

)

19,659

 

(3,677

)

Customer based

 

54,648

 

(11,611

)

50,395

 

(7,848

)

Reported balance

 

$

143,346

 

$

(40,013

)

$

137,548

 

$

(31,968

)

 

Amortization expense for intangible assets during the first nine months of 2006 was $6.9 million.  Estimated amortization expense for the remainder of 2006 is $1.8 million; for 2007 is $8.7 million; for 2008 through 2010 is $8.6 million each year; and $8.4 million for 2011.

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.  The funding policy and expectations disclosed in the Company’s 2005 Annual Report on Form 10-K are expected to continue unchanged throughout 2006.

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

Pension Benefits

 

Other Benefits

 

Pension Benefits

 

Other Benefits

 

(in thousands)

 

2006

 

2005

 

2006

 

2005

 

2006

 

2005

 

2006

 

2005

 

Service cost – benefits earned during the period

 

$

3,718

 

$

5,144

 

$

2,896

 

$

418

 

$

11,095

 

$

15,485

 

$

8,737

 

$

1,309

 

Interest cost on projected benefit obligation

 

7,681

 

7,227

 

393

 

307

 

22,990

 

21,724

 

1,177

 

921

 

Expected return on plan assets

 

(10,422

)

(9,093

)

 

 

 

 

(31,209

)

(27,315

)

 

 

 

 

Amortization of unrecognized transition obligation

 

62

 

76

 

 

 

 

 

180

 

238

 

 

 

 

 

Amortization of prior service cost

 

649

 

681

 

173

 

(12

)

1,946

 

2,043

 

518

 

(38

)

Recognized actuarial net (gain) or loss

 

2,624

 

2,481

 

4

 

33

 

7,866

 

7,444

 

12

 

100

 

Settlement gain (loss)

 

 

 

146

 

 

 

 

 

 

 

430

 

 

 

 

 

Net periodic pension (income) cost

 

$

4,311

 

$

6,662

 

$

3,466

 

$

746

 

$

12,868

 

$

20,049

 

$

10,444

 

$

2,292

 

 

Note 7 – Restructuring of Operations

In January 2006, the Company committed to a plan to close five flexible packaging plants:  Peoria, Illinois; Denmark and Neenah, Wisconsin; Georgetown, Ontario, Canada; and Epernon, France.  The closure of these plants, together with related support staff and capacity reductions within the flexible packaging business segment, is expected to reduce fixed costs and improve capacity utilization elsewhere in the Company.  During the third quarter of 2006, the Company incurred charges of $2.7 million for employee severance, $0.5 million for accelerated depreciation, $1.0 million for equipment and employee relocation, and $1.0 million for other related costs.

Also in January 2006, the Company committed to a plan to close a pressure sensitive materials plant located in Hopkins, Minnesota.  The closure of this plant, together with related support staff and capacity reductions within the pressure sensitive materials business segment, is expected to reduce fixed costs and improve capacity utilization.  During the third quarter of 2006, the Company incurred charges of $0.2 million principally for employee severance.

7




Manufacturing activity has been concluded at the six manufacturing plants identified for closure with customer order fulfillment absorbed by other facilities within the Company.  While termination of manufacturing activity at these facilities has been accomplished, final relocation of equipment and employees, disposal of manufacturing sites, and final settlement of pension related issues may not be accomplished until after 2006.

For the third quarter of 2006, a total of $4.7 million has been charged to other costs (income) and $0.8 million has been charged to cost of products sold within the consolidated statement of income.  For the first nine months of 2006, a total of $13.6 million has been charged to other costs (income) and $11.9 million has been charged to cost of products sold within the consolidated statement of income.  The accrued liability at September 30, 2006, is $0.5 million.  Total costs of $35.0 million are expected for this restructuring effort, of which $31.0 million will be incurred by the flexible packaging segment, $1.8 million for the pressure sensitive materials segment, and $2.2 million for corporate relocation.  Net cash cost is expected to be $18.3 million and non-cash cost is expected to total $16.7 million.

An analysis of the restructuring and related costs activity follows:

 

 

 

 

Facilities

 

 

 

Total

 

 

 

Employee

 

Consolidation

 

Accelerated

 

Restructuring

 

(in thousands)

 

Costs

 

or Relocation

 

Depreciation

 

and Related Costs

 

2006 Activity – Year-To-Date

 

 

 

 

 

 

 

 

 

Reserve balance at December 31, 2005

 

$

0

 

$

0

 

$

0

 

$

0

 

Total net expense accrued

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

202

 

 

 

202

 

Flexible Packaging

 

(10,368

)

(3,214

)

(11,225

)

(24,807

)

Pressure Sensitive

 

(626

)

(267

)

(46

)

(939

)

Charges to accrual account

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

(202

)

 

 

(202

)

Flexible Packaging

 

10,204

 

3,214

 

11,225

 

24,643

 

Pressure Sensitive

 

278

 

267

 

46

 

591

 

Reserve balance at September 30, 2006

 

$

(512

)

$

0

 

$

0

 

$

(512

)

 

 

 

 

 

 

 

 

 

 

2006 Activity –Third Quarter

 

 

 

 

 

 

 

 

 

Reserve balance at June 30, 2006

 

$

(1,223

)

$

0

 

$

0

 

$

(1,223

)

Total net expense accrued

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

202

 

 

 

202

 

Flexible Packaging

 

(2,662

)

(1,953

)

(501

)

(5,116

)

Pressure Sensitive

 

(300

)

(234

)

(17

)

(551

)

Charges to accrual account

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

(202

)

 

 

(202

)

Flexible Packaging

 

3,402

 

1,953

 

501

 

5,856

 

Pressure Sensitive

 

271

 

234

 

17

 

522

 

Reserve balance at September 30, 2006

 

$

(512

)

$

0

 

$

0

 

$

(512

)

 

Note 8 – Earnings Per Share Computations

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(in thousands, except per share amounts)

 

2006

 

2005

 

2006

 

2005

 

Income available to common stockholders (numerator)

 

$

47,981

 

$

44,168

 

$

134,691

 

$

117,628

 

Weighted-average common shares outstanding (denominator)

 

104,836

 

106,267

 

104,874

 

106,814

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

0.46

 

$

0.42

 

$

1.28

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

Dilutive effects of stock option and stock awards, including impact of windfall tax benefits

 

1,852

 

1,370

 

1,823

 

1,379

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common equivalent shares outstanding (denominator)

 

106,688

 

107,637

 

106,697

 

108,193

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

0.45

 

$

0.41

 

$

1.26

 

$

1.09

 

 

Certain options outstanding at September 30, 2005 (2,494 shares) were not included in the computation of diluted earnings per share because they would not have had a dilutive effect at that time.

8




Note 9 – Accumulated other comprehensive income (loss)

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

(in thousands)

 

September 30, 2006

 

December 31, 2005

 

Foreign currency translation

 

$

105,133

 

$

61,604

 

Unrecognized gain on derivative, net of deferred tax benefit of $1,853 and $2,105

 

2,896

 

3,291

 

Minimum pension liability, net of deferred tax benefit of $20,580 and $20,580

 

(32,189

)

(32,189

)

Accumulated other comprehensive income (loss)

 

$

75,840

 

$

32,706

 

 

In connection with the issue of seven-year, $300 million notes in March 2005, we entered into a forward starting swap on February 3, 2005, in order to lock in an interest rate in advance of the pricing date for the notes.   On March 14, 2005, in connection with the pricing of the notes, we terminated the swap and recorded the resulting gain of $6.1 million (pre-tax) on the balance sheet as a component of other comprehensive income.  This gain will be amortized as a component of interest expense over the term of the notes.

Note 10 – Segments of Business

The Company’s business activities are organized around and aggregated into 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 primarily 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:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

Business Segments (in millions)

 

2006

 

2005

 

2006

 

2005

 

Net Sales to Unaffiliated Customers:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

749.2

 

$

723.0

 

$

2,257.1

 

$

2,135.9

 

Pressure Sensitive Materials

 

156.7

 

147.4

 

484.8

 

446.6

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(0.1

)

 

 

(0.3

)

(0.2

)

Pressure Sensitive Materials

 

(2.5

)

(0.2

)

(2.8

)

(0.4

)

Total Net Sales

 

$

903.3

 

$

870.2

 

$

2,738.8

 

$

2,581.9

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

92.0

 

$

89.0

 

$

251.5

 

$

239.6

 

Pressure Sensitive Materials

 

11.5

 

9.6

 

40.9

 

26.5

 

Total operating profit

 

103.5

 

98.6

 

292.4

 

266.1

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(12.2

)

(13.9

)

(31.7

)

(39.6

)

Interest expense

 

(11.7

)

(9.8

)

(37.5

)

(28.2

)

Minority interest in net income

 

(1.0

)

(1.7

)

(2.4

)

(4.1

)

Income before income taxes

 

$

78.6

 

$

73.2

 

$

220.8

 

$

194.2

 

 

 

 

 

 

 

 

 

 

 

Identifiable Assets:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

 

 

$

2,584.8

 

$

2,481.6

 

Pressure Sensitive Materials

 

 

 

 

 

348.9

 

413.3

 

Total identifiable assets

 

 

 

 

 

2,933.7

 

2,894.9

 

Corporate assets

 

 

 

 

 

161.5

 

112.7

 

Total

 

 

 

 

 

$

3,095.2

 

$

3,007.6

 

 

Note 11 – Legal Proceedings

The Company is involved in a number of lawsuits incidental to its business, including environmental related litigation.  Although it is difficult to predict the ultimate outcome of these cases, management believes, except as discussed below, that any ultimate liability would not have a material adverse effect upon the Company’s financial condition or results of operations.

The Indiana Department of Environmental Management (IDEM) had issued a Notice of Violation to the Company regarding various permitting and air emissions violations at its Terre Haute, Indiana facility.  The Company cooperated with the Indiana agency and resolved all open issues raised by the Notice of Violation, entering into an Agreed Order with IDEM on October 5, 2006.

The Company is a potentially responsible party (PRP) in twelve superfund sites around the United States.  The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate.  The Company has reserved an amount that it believes to be adequate to cover its exposure.

9




Dixie Toga S.A., acquired by the Company on January 5, 2005, is involved in a tax dispute with the City of São Paulo, Brazil.  The City imposes a tax on the rendering of printing services.  The City has assessed this city services tax on the production and sale of printed labels and packaging products.  Dixie Toga, along with a number of other packaging companies, disagree and contend that the city services tax is not applicable to its products and that the products are subject only to the state value added tax (VAT).  Under Brazilian law, state VAT and city services tax are mutually exclusive and the same transaction can be subject to only one of those taxes.  Based on a ruling from the State of São Paulo, advice from legal counsel, and long standing business practice, Dixie Toga appealed the city services tax and instead continued to collect and pay only the state VAT.

The City of São Paulo disagreed and assessed Dixie Toga the city services tax for the years 1991-1995.  The assessments for those years were estimated to be approximately $40.0 million at the date the Company acquired Dixie Toga.  Dixie Toga challenged the assessments and ultimately litigated the issue.  A lower court decision in 2002 cancelled all of the assessments for 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision.  The City continues to assert the applicability of the city services tax and has issued assessments for the subsequent years 1996-2001.  The assessments for those years for tax and penalties (exclusive of interest) were estimated to be approximately $26.0 million at the date of acquisition.  In the event of an adverse resolution, these estimated amounts could be substantially increased for interest, monetary adjustments, and corrections.

The Company strongly disagrees with the City’s position and intends to vigorously challenge any assessments by the City of São Paulo.  The Company is unable at this time to predict the ultimate outcome of the controversy and as such has not recorded any liability related to this matter.  An adverse resolution could be material to the results of operations and/or cash flows of the period in which the matter is resolved.

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 its 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 responded to the subpoena and cooperated fully with the requests of the U.S. Department of Justice.  On October 20, 2006, the Department of Justice informed the Company that it was closing the investigation without any further action.

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in fourteen civil lawsuits.  Six of these lawsuits purport 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 called for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in December 2006.  At this time a trial date has not been set.  The Company has also been named in three lawsuits filed in the California Superior Court in San Francisco. These three lawsuits, which have been consolidated, seek to represent a class of all California indirect purchasers of labelstock and each alleged a conspiracy to fix prices within the self-adhesive labelstock industry.  Finally, the Company has been named in one lawsuit in Vermont, seeking to represent a class of all Vermont indirect purchasers of labelstock, one lawsuit in Nebraska seeking to represent a class of all Nebraska indirect purchasers of labelstock, one lawsuit in Kansas seeking to represent a class of all Kansas indirect purchasers of labelstock, and one lawsuit in Tennessee, seeking to represent a class of purchasers of labelstock in various jurisdictions, all alleging a conspiracy to fix prices within the self-adhesive labelstock industry.  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 self-adhesive labelstock 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.  A formal request for information was received by the Company on October 28, 2005.  The Company continues to cooperate fully with the European Commission.

Given the ongoing status of the class-action civil lawsuits related to the now closed U.S. Department of Justice investigation and the European Commission investigation, the Company is unable to predict the outcome of these matters although the effect could be material to the results of operations and/or cash flows of the period in which the matter is resolved.  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.

10