EX-19 2 a08-18640_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,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

979,959

 

$

921,820

 

$

1,927,241

 

$

1,830,950

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

807,422

 

744,907

 

1,591,735

 

1,476,886

 

Selling, general and administrative expenses

 

88,235

 

86,493

 

176,979

 

171,969

 

Research and development

 

6,937

 

6,475

 

12,765

 

12,700

 

Interest expense

 

11,105

 

12,653

 

20,134

 

25,143

 

Other costs (income), net

 

(9,141

)

(8,723

)

(18,246

)

(13,908

)

Minority interest in net income

 

1,488

 

1,089

 

2,828

 

1,678

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

73,913

 

78,926

 

141,046

 

156,482

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

27,500

 

29,400

 

52,300

 

58,700

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

46,413

 

$

49,526

 

$

88,746

 

$

97,782

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.47

 

$

.47

 

$

.89

 

$

.93

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.46

 

$

.47

 

$

.88

 

$

.92

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.22

 

$

.21

 

$

.44

 

$

.42

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

99,643

 

104,511

 

99,880

 

104,781

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common stock equivalents outstanding

 

100,829

 

105,593

 

100,874

 

106,059

 

 

See accompanying notes to consolidated financial statements.

 

 



 

EXHIBIT 19

 

FINANCIAL STATEMENTS - UNAUDITED

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

 

June 30,
2008

 

December 31,
2007

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

171,013

 

$

147,409

 

Accounts receivable, net

 

518,135

 

448,200

 

Inventories, net

 

526,868

 

478,727

 

Prepaid expenses

 

72,371

 

62,607

 

Total current assets

 

1,288,387

 

1,136,943

 

 

 

 

 

 

 

Property and equipment, net

 

1,262,716

 

1,248,456

 

 

 

 

 

 

 

Goodwill

 

665,133

 

642,507

 

Other intangible assets, net

 

104,996

 

103,756

 

Deferred charges and other assets

 

59,607

 

59,734

 

Total

 

829,736

 

805,997

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,380,839

 

$

3,191,396

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

10,856

 

$

1,758

 

Short-term borrowings

 

111,706

 

66,047

 

Accounts payable

 

401,169

 

384,673

 

Accrued salaries and wages

 

74,774

 

70,248

 

Accrued income and other taxes

 

24,431

 

11,824

 

Total current liabilities

 

622,936

 

534,550

 

 

 

 

 

 

 

Long-term debt, less current portion

 

740,454

 

775,456

 

Deferred taxes.

 

157,983

 

155,871

 

Deferred credits and other liabilities

 

139,344

 

124,261

 

Total liabilities

 

1,660,717

 

1,590,138

 

 

 

 

 

 

 

Minority interest

 

45,455

 

38,926

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock issued (117,073,260 and 116,941,126 shares)

 

11,707

 

11,694

 

Capital in excess of par value

 

336,100

 

327,387

 

Retained income

 

1,567,036

 

1,523,659

 

Accumulated other comprehensive income

 

258,165

 

171,162

 

Common stock held in treasury at cost (17,422,771 and 16,422,771 shares)

 

(498,341

)

(471,570

)

Total stockholders’ equity

 

1,674,667

 

1,562,332

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

3,380,839

 

$

3,191,396

 

 

See accompanying notes to consolidated financial statements.

 

 

2



 

EXHIBIT 19

 

FINANCIAL STATEMENTS - UNAUDITED

 

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended
June 30,

 

 

 

2008

 

2007

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

88,746

 

$

97,782

 

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

 

 

 

 

 

Depreciation and amortization

 

83,752

 

79,126

 

Minority interest in net income

 

2,828

 

1,678

 

Excess tax benefit from share-based payment arrangements

 

(52

)

(5,767

)

Share-based compensation

 

8,806

 

8,003

 

Deferred income taxes

 

1,362

 

2,615

 

Income of unconsolidated affiliated company

 

(885

)

(625

)

Loss (gain) on sales of property and equipment

 

905

 

(326

)

Non-cash restructuring related activities

 

 

 

108

 

Changes in working capital, net of effects of acquisitions

 

(73,094

)

(38,135

)

Net change in deferred charges and credits

 

15,575

 

43,525

 

 

 

 

 

 

 

Net cash provided by operating activities

 

127,943

 

187,984

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(58,615

)

(95,428

)

Business acquisitions and adjustments, net of cash acquired

 

 

 

(97

)

Proceeds from sales of property and equipment

 

1,222

 

7,611

 

 

 

 

 

 

 

Net cash used in investing activities

 

(57,393

)

(87,914

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of long-term debt

 

15,773

 

12,087

 

Repayment of long-term debt

 

(17,726

)

(17,890

)

Net borrowing of commercial paper

 

43,750

 

30,550

 

Net (repayment) borrowing of short-term debt

 

(26,633

)

1,095

 

Cash dividends paid to stockholders

 

(45,369

)

(45,725

)

Common stock purchased for the treasury

 

(26,771

)

(39,186

)

Excess tax benefit from share-based payment arrangements

 

52

 

5,767

 

Stock incentive programs and related withholdings

 

(1,364

)

(14,932

)

 

 

 

 

 

 

Net cash used by financing activities

 

(58,288

)

(68,234

)

 

 

 

 

 

 

Effect of exchange rates on cash and cash equivalents

 

11,342

 

9,320

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

23,604

 

41,156

 

 

 

 

 

 

 

Cash and cash equivalents balance at beginning of year

 

147,409

 

112,160

 

 

 

 

 

 

 

Cash and cash equivalents balance at end of period

 

$

171,013

 

$

153,316

 

 

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)

 

 

 

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, 2006

 

$

11,611

 

$

317,177

 

$

1,431,747

 

$

29,098

 

$

(317,617

)

$

1,472,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

181,554

 

 

 

 

 

181,554

 

Unrecognized gain reclassified to earnings, net of tax $(337)

 

 

 

 

 

 

 

(527

)

 

 

(527

)

Translation adjustment

 

 

 

 

 

 

 

122,387

 

 

 

122,387

 

Pension liability adjustment, net of tax effect ($11,942)

 

 

 

 

 

 

 

20,204

 

 

 

20,204

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

323,618

 

Adjustment to initially apply FIN 48

 

 

 

 

 

167

 

 

 

 

 

167

 

Cash dividends paid on common stock $0.84 per share

 

 

 

 

 

(89,809

)

 

 

 

 

(89,809

)

Stock incentive programs and related tax effects (826,779 shares)

 

83

 

(14,745

)

 

 

 

 

 

 

(14,662

)

Excess tax benefit from share-based compensation arrangements

 

 

 

6,908

 

 

 

 

 

 

 

6,908

 

Share-based compensation

 

 

 

18,047

 

 

 

 

 

 

 

18,047

 

Purchase of 5,150,000 shares of common stock

 

 

 

 

 

 

 

 

 

(153,953

)

(153,953

)

Balance at December 31, 2007

 

11,694

 

327,387

 

1,523,659

 

171,162

 

(471,570

)

1,562,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

88,746

 

 

 

 

 

88,746

 

Unrecognized gain reclassified to earnings, net of tax $(165)

 

 

 

 

 

 

 

(263

)

 

 

(263

)

Translation adjustment

 

 

 

 

 

 

 

85,256

 

 

 

85,256

 

Pension liability adjustment, net of tax effect $(1,265)

 

 

 

 

 

 

 

2,010

 

 

 

2,010

 

Total comprehensive income*

 

 

 

 

 

 

 

 

 

 

 

175,749

 

Cash dividends paid on common stock $0.44 per share

 

 

 

 

 

(45,369

)

 

 

 

 

(45,369

)

Stock incentive programs and related tax effects (132,134 shares)

 

13

 

(1,364

)

 

 

 

 

 

 

(1,351

)

Excess tax benefit from share-based compensation arrangements

 

 

 

52

 

 

 

 

 

 

 

52

 

Share-based compensation

 

 

 

10,025

 

 

 

 

 

 

 

10,025

 

Purchase of 1,000,000 shares of common stock

 

 

 

 

 

 

 

 

 

(26,771

)

(26,771

)

Balance at June 30, 2008

 

$

11,707

 

$

336,100

 

$

1,567,036

 

$

258,165

 

$

(498,341

)

$

1,674,667

 


*                             Total comprehensive income for the second quarter of 2008 and 2007 was $104,882 and $88,796, respectively, and was $156,864 for the first six months of 2007.

 

See accompanying notes to consolidated financial statements.

 

 

4



 

EXHIBIT 19

 

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 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 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.  Certain prior year amounts have been restated to conform with current year 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, 2007.

 

Note 2 — New Accounting Pronouncements

 

In June 2008, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1), which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). This FSP is effective for fiscal years beginning after December 15, 2008 and interim periods within those years, and requires that all prior period EPS data be adjusted retroactively.  We are currently evaluating the impact of adopting FSP EITF 03-6-1 on our calculation and disclosure of basic and diluted EPS.

 

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standards (FAS) No. 142, Goodwill and Other Intangible Assets. This FSP is effective for fiscal years beginning after December 15, 2008.  We are currently evaluating the impact of adopting FSP FAS 142-3 on our consolidated statements of financial position, results of operations, and cash flows.

 

                In March 2008, the FASB issued FAS No. 161, The Disclosures about Derivative Instruments and Hedging Activities (FAS 161), which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FAS 133, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  This Statement is effective for fiscal years and interim periods beginning after November 15, 2008.  We are currently evaluating the impact of adopting FAS 161 on our consolidated statements of financial position, results of operations, and cash flows.

 

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160), which amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  The standard is effective for the Company on January 1, 2009.  We are currently evaluating the impact of adopting FAS 160 on our consolidated statements of financial position, results of operations, and cash flows.

 

                In December 2007, the FASB issued FAS No. 141 (Revised 2007), Business Combinations (FAS 141(R)).  FAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of business combinations. FAS 141(R) is effective on a prospective basis for financial statements issued for fiscal years beginning after December 15, 2008.  Accordingly, any business combination we enter into and/or close after December 31, 2008, will be subject to this new standard.

 

                In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (FAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The standard was effective for the Company on January 1, 2008 and, as permitted, the Company has not elected the “fair value option” for its financial assets and financial liabilities.

 

                In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  FAS 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value.  The standard does not expand the use of fair value to any new circumstances.  In early 2008, the FASB issued Staff Position (FSP) FAS 157-2, which delays by one year the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis.  The Company adopted FAS 157 on January 1, 2008, as required, with no effect on the measurement of the Company’s financial assets and financial liabilities or on its consolidated financial position and results of operations.  We are continuing to evaluate the impact the standard will have on the determination of fair value related to non-financial assets and non-financial liabilities in years after 2008.

 

 

5



 

Note 3 — Financial Assets and Financial Liabilities Measured at Fair Value

 

The fair values of the Company’s financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price). The fair value of the items listed below was determined based on data provided by the counterparties.

 

 

 

 

 

Significant Other

 

 

 

Balance at

 

Observable Inputs

 

(in thousands)

 

June 30, 2008

 

(Level 2)

 

Fixed-to-floating interest rate swaps — asset position

 

$

768

 

$

768

 

Long-term debt converted to floating interest rate by interest rate swaps

 

$

(768

)

$

(768

)

 

Note 4 — Accounting for Stock-Based Compensation

 

Options were 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, 2007 to June 30, 2008:

 

 

 

Aggregate

 

 

 

Per Share

 

Weighted-Average

 

 

 

Intrinsic

 

Number of

 

Option Price

 

Exercise Price

 

 

 

Value

 

Shares

 

Range

 

Per Share

 

Outstanding at December 31, 2007

 

$

13,238,000

 

1,684,082

 

$

15.86 - $26.95

 

$

19.52

 

Exercised

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at June 30, 2008

 

$

4,885,000

 

1,684,082

 

$

15.86 - $26.95

 

$

19.52

 

 

The following table summarizes information about outstanding and exercisable stock options at June 30, 2008:

 

 

 

Options Outstanding and Exercisable

 

 

 

Number

 

Weighted-Average

 

 

 

 

 

Outstanding

 

Remaining

 

Weighted-Average

 

Range of Exercise Prices

 

at 6/30/08

 

Contractual Life

 

Exercise Price

 

$15.86 - $18.81

 

1,259,612

 

1.5 years

 

$

17.77

 

$22.04 - $26.95

 

424,470

 

4.1 years

 

$

24.71

 

 

 

1,684,082

 

2.2 years

 

$

19.52

 

 

                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 life 10.0 years.

 

                In 1994, 2001, and in 2006, the Company adopted Stock Incentive Plans for certain key employees.  The 1994, 2001, and 2007 (adopted in 2006) Plans provide for the issuance of up to 4,000,000, 5,000,000, and 6,000,000 shares, respectively.  Each Plan expires 10 years after its inception, at which point no further stock options or restricted stock units may be granted.  Since 1994, 3,932,910, 3,677,162, and 1,469,241 grants of either stock options or restricted stock units have been made under the 1994, 2001, and 2007 Plans, respectively.  Distribution of the restricted stock 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 restricted stock unit grant.  All restricted stock units granted under the plan are subject to restrictions as to continuous employment, except in the case of death, permanent disability, or retirement.  In addition, cash payments are made during the grant period on outstanding restricted stock units equal to the dividend on Bemis common stock.  The cost of the award is based on the fair market value of the stock on the date of grant.  The cost of the awards is charged to income over the requisite service period.

 

                As of June 30, 2008, the unrecorded compensation cost for restricted stock units is $49,398,000 and will be recognized over the remaining vesting period for each grant which ranges between May 4, 2009 and December 31, 2012.  The remaining weighted-average life of all restricted stock units outstanding is 3.5 years.

 

                The following table summarizes all restricted stock unit activity from December 31, 2007 to June 30, 2008:

 

 

 

 

 

Number of

 

 

 

Aggregate

 

Restricted

 

 

 

Intrinsic Value

 

Stock Units

 

Outstanding units at December 31, 2007

 

 

 

3,296,583

 

Restricted stock units granted

 

 

 

288,441

 

Restricted stock units paid

 

 

 

(182,943

)

Restricted stock units canceled

 

 

 

(72,167

)

Outstanding units at June 30, 2008

 

$

74,657,000

 

3,329,914

 

 

 

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, 2006

 

$

550,748

 

$

52,943

 

$

603,691

 

 

 

 

 

 

 

 

 

Currency translation and other adjustments

 

38,841

 

(25

)

38,816

 

Reported balance at December 31, 2007

 

589,589

 

52,918

 

642,507

 

 

 

 

 

 

 

 

 

Currency translation and other adjustments

 

22,492

 

134

 

22,626

 

Reported balance at June 30, 2008

 

$

612,081

 

$

53,052

 

$

665,133

 

 

                The components of amortized intangible assets follow:

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

Gross Carrying

 

Accumulated

 

Gross Carrying

 

Accumulated

 

Intangible Assets (in thousands)

 

Amount

 

Amortization

 

Amount

 

Amortization

 

Contract based

 

$

15,447

 

$

(9,718

)

$

15,447

 

$

(9,168

)

Technology based

 

52,578

 

(20,703

)

52,673

 

(19,383

)

Marketing related

 

27,665

 

(9,721

)

25,230

 

(8,125

)

Customer based

 

76,917

 

(27,469

)

69,444

 

(22,362

)

Reported balance

 

$

172,607

 

$

(67,611

)

$

162,794

 

$

(59,038

)

 

                Amortization expense for intangible assets during the first six months of 2008 was $5.0 million.  Estimated amortization expense for the remainder of 2008 is $4.0 million; for 2009 and 2010 is $9.0 million each year; $8.7 million for 2011; $7.8 million for 2012; and $7.2 million for 2013.

 

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:

 

 

 

June 30,

 

December 31,

 

(in thousands)

 

2008

 

2007

 

Raw materials and supplies

 

$

192,376

 

$

169,687

 

Work in process and finished goods

 

354,086

 

328,758

 

Total inventories, gross

 

546,462

 

498,445

 

Less inventory write-downs

 

(19,594

)

(19,718

)

Total inventories, net

 

$

526,868

 

$

478,727

 

 

Note 7 — 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 2007 Annual Report on Form 10-K are expected to continue unchanged throughout 2008.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

Pension Benefits

 

Other Benefits

 

Pension Benefits

 

Other Benefits

 

(in thousands)

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

Service cost — benefits earned during the period

 

$

3,280

 

$

3,439

 

$

2,926

 

$

3,467

 

$

6,574

 

$

6,839

 

$

6,164

 

$

6,208

 

Interest cost on projected benefit obligation

 

8,562

 

8,116

 

172

 

294

 

17,141

 

16,153

 

344

 

589

 

Expected return on plan assets

 

(11,100

)

(11,359

)

 

 

 

 

(22,222

)

(22,626

)

 

 

 

 

Amortization of unrecognized transition obligation

 

69

 

62

 

 

 

 

 

138

 

121

 

 

 

 

 

Amortization of prior service cost

 

590

 

571

 

(114

)

54

 

1,180

 

1,141

 

(227

)

107

 

Recognized actuarial net (gain) or loss

 

1,183

 

1,961

 

(125

)

(15

)

2,366

 

3,904

 

(251

)

(30

)

Net periodic benefit (income) cost

 

$

2,584

 

$

2,790

 

$

2,859

 

$

3,800

 

$

5,177

 

$

5,532

 

$

6,030

 

$

6,874

 

 

Note 8 — 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

 

 

7



 

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
June 30,

 

Six Months Ended
June 30,

 

Business Segments (in millions)

 

2008

 

2007

 

2008

 

2007

 

Net Sales to Unaffiliated Customers:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

814.2

 

$

758.4

 

$

1,596.0

 

$

1,501.8

 

Pressure Sensitive Materials

 

167.7

 

165.7

 

334.8

 

332.7

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(0.3

)

(0.1

)

(0.5

)

(0.3

)

Pressure Sensitive Materials

 

(1.6

)

(2.2

)

(3.1

)

(3.3

)

Total Net Sales

 

$

980.0

 

$

921.8

 

$

1,927.2

 

$

1,830.9

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

88.9

 

$

93.5

 

$

167.5

 

$

181.7

 

Pressure Sensitive Materials

 

9.1

 

10.2

 

20.9

 

24.4

 

Total operating profit

 

98.0

 

103.7

 

188.4

 

206.1

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(11.5

)

(11.0

)

(24.5

)

(22.8

)

Interest expense

 

(11.1

)

(12.7

)

(20.1

)

(25.1

)

Minority interest in net income

 

(1.5

)

(1.1

)

(2.8

)

(1.7

)

Income before income taxes

 

$

73.9

 

$

78.9

 

$

141.0

 

$

156.5

 

 

 

 

June 30,

 

December 31,

 

Business Segments (in millions)

 

2008

 

2007

 

Identifiable Assets:

 

 

 

 

 

Flexible Packaging

 

$

2,841.5

 

$

2,672.7

 

Pressure Sensitive Materials

 

372.1

 

358.0

 

Total identifiable assets

 

3,213.6

 

3,030.7

 

Corporate assets

 

167.2

 

160.7

 

Total

 

$

3,380.8

 

$

3,191.4

 

 

 

Note 9 — Earnings Per Share Computations

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands, except per share amounts)

 

2008

 

2007

 

2008

 

2007

 

Weighted average common shares outstanding — basic

 

99,643

 

104,511

 

99,880

 

104,781

 

Dilutive shares

 

1,186

 

1,082

 

994

 

1,278

 

Weighted average common and common equivalent shares outstanding — diluted

 

100,829

 

105,593

 

100,874

 

106,059

 

 

 

 

 

 

 

 

 

 

 

Net income for basic and diluted earnings per share computation

 

$

46,413

 

$

49,526

 

$

88,746

 

$

97,782

 

Earnings per common share — basic

 

$

0.47

 

$

0.47

 

$

0.89

 

$

0.93

 

Earnings per common share — diluted

 

$

0.46

 

$

0.47

 

$

0.88

 

$

0.92

 

 

For the three and six months ended June 30, 2008, options to purchase 2,494 shares of common stock with exercise prices greater than the average fair market value of our stock were not included in the calculation of earnings per share because the effect would have been anti-dilutive.

 

Note 10 — 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 consolidated financial condition or results of operations.

 

                The Company is a potentially responsible party (PRP) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “Superfund”) and similar state laws in proceedings associated with eleven sites around the United States.  These proceedings were instituted by the United States Environmental Protection Agency and certain state environmental agencies at various times beginning in 1983.  Superfund and similar state laws create liability for investigation and remediation in response to releases of hazardous substances in the environment. Under these statutes, joint and several liability may be imposed on waste generators, site owners and operators, and others regardless of fault.  Although these regulations could require the Company to remove or mitigate the effects on the environment at various sites, perform remediation work at such sites, or pay damages for loss of use and non-use values, we expect the

 

 

8



 

Company’s liability in these proceedings to be limited to monetary damages. 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.

 

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 are estimated to be approximately $68.8 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2008 exchange rate.  Dixie Toga challenged the assessments and ultimately litigated the issue in two annulment actions filed on November 24, 1998 and August 16, 1999 in the Lower Tax Court in the city of São Paulo.  A decision by the Lower Tax Court in the city of São Paulo in 2002 cancelled all of the assessments for the years 1991-1995.  The City of São Paulo, the State of São Paulo, and Dixie Toga have each appealed parts of the lower court decision.  In the event of an adverse resolution, the estimated amounts for these years could be substantially increased for additional interest, monetary adjustments and costs from the date of acquisition.

 

The City has also asserted the applicability of the city services tax for the subsequent years 1996-2001 and has issued assessments for those years for Dixie Toga and for Itap Bemis Ltda., a Dixie Toga subsidiary.  The assessments for those years were upheld at the administrative level and will be challenged by the companies.  The assessments at the date of acquisition for these years for tax and penalties (exclusive of interest and monetary adjustments) are estimated to be approximately $10.4 million for Itap Bemis and $33.4 million for Dixie Toga, translated to U.S. dollars at the June 30, 2008 exchange rate.  In the event of an adverse resolution, the estimated amounts for these years could be increased by $35.4 million for Itap Bemis and $102.1 million for Dixie Toga for interest, monetary adjustments and costs.

 

The 1996-2001 assessments for Dixie Toga are currently being challenged in the courts.  In pursuing its challenge through the courts for the years 1996-2001, Dixie Toga is required, in accordance with court procedures, to pledge assets as security for its lawsuits.  The amount of assets to be pledged by Dixie Toga is expected to be approximately $135.5 million which equals the tax and penalty of $33.4 million referenced above plus monetary adjustments, costs and estimated cumulative interest totaling an additional $102.1 million for the 1996-2001 assessments.

 

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 consolidated results of operations and/or cash flows of the period in which the matter is resolved.

 

On September 18, 2007, the Secretariat of Economic Law (SDE), a governmental agency in Brazil, initiated an investigation into possible anti-competitive practices in the Brazilian flexible packaging industry against a number of Brazilian companies including a Dixie Toga subsidiary.  The investigation relates to periods prior to the Company’s acquisition of control of Dixie Toga and its subsidiaries.  Given the preliminary nature of the proceedings the Company is unable at the present time to predict the outcome of this matter.

 

The Company and its subsidiary, Morgan Adhesives Company, have been named as defendants in thirteen civil lawsuits related to an investigation that was initiated and subsequently closed by the U.S. Department of Justice without any further action.  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.  The first of these lawsuits was filed on May 27, 2003.  In these lawsuits, the plaintiffs seek actual damages for the period of the alleged conspiracy (January 1, 1996 through July 25, 2003) trebled, plus an award of attorneys’ fees and costs.  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.  On November 20, 2007, the Court granted plaintiffs’ motion for class certification.  On March 6, 2008, the Third Circuit Court of Appeals denied Defendant’s petition for leave to appeal the district court’s decision granting class certification.  At this time, a discovery cut-off and a trial date have 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 alleges 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.  On June 24, 2008, the Court in the consolidated federal class actions issued a decision dismissing the Company from those actions.  The Company and Morgan Adhesives Company intend to vigorously defend the state class actions, and Morgan Adhesives Company intends to vigorously defend the federal class actions.

 

Given the ongoing status of the class-action civil lawsuits, 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.

 

 

9