EX-99 2 exhibit991.htm EXHIBITS GBC ANNOUNCES ORGANIZATION CHANGES

Exhibit 99.1

 

GBC REPORTS STRONG 2nd QUARTER 2005 RESULTS
Significantly Improved Operating Income on Broad-Based Sales Increases

Northbrook, IL, July 27, 2005 -- General Binding Corporation (Nasdaq: GBND) today announced results for the second quarter of 2005. Company sales totaled $186.9 million, up 7.2% from the same period last year. Segment Operating Income increased 12.1% to $13.1 million. After $1.8 million of pre-tax restructuring and other charges primarily related to the Company's pending merger with ACCO World Corporation, a subsidiary of Fortune Brands, Inc., the Company reported net income of $1.6 million, or $0.09 per diluted share.

"We had a strong quarter across the board," said Mr. Dennis Martin, the Company's Chairman, President and CEO. "Sales momentum continued, and I am particularly pleased that all three of our segments reported sales increases over last year's comparable quarter. Just as importantly, we had a double-digit increase in operating income as a result of the strong sales and our continuing emphasis on expense management."

"Because of the pending merger, it is likely that this was GBC's last full quarter as an independent company," Mr. Martin concluded. "I am thrilled to transition to the next chapter of the Company's history on such a strong note."

2nd Quarter 2005 Results

Financial results for the quarter include the following highlights:

    • Sales totaled $186.9 million, up $12.5 million, or 7.2% from the second quarter of 2004. Sales in the Commercial and Consumer Group ("CCG") increased 7.9% for the quarter with improvements in nearly every country, with particularly notable growth in its Japan operations. The Industrial and Print Finishing Group ("IPFG") enjoyed its seventh consecutive year-over-year quarterly sales increase, this time driven mainly by its Commercial Films business. The Europe Group also enjoyed moderate growth for the quarter, even after adjusting for fluctuating foreign exchange rates. Roughly a quarter of the total Company increase was due to changes in foreign exchange rates.
    • The Company's gross profit margin was 38.3%, 0.5 percentage points lower than the second quarter of the prior year. Modest margin declines in CCG and IPFG were partially offset by a margin improvement in the Europe Group.
    • Selling, service and administrative expenses were up $2.7 million due to higher variable selling expenses in CCG and the Europe Group associated with higher sales volumes, and to a lesser extent, the adverse effect of exchange rate movements on international expenses. IPFG improved operating efficiency, holding selling, service and administrative expenses essentially flat even with its increased sales levels. For the Company as a whole, operating expenses as a percentage of net sales dropped to 31.4% from 32.1% last year.
    • Total segment operating income was $13.1 million, up $1.4 million, or 12.1% from the same period in 2004. All business units showed improvement, highlighted by a 45.4% increase in the Europe Group primarily due to its increased gross margin, and a 12.5% increase in IPFG, due to a combination of its increased sales and reduced operating expenses.
    • Net current-quarter restructuring and other charges of $1.8 million consisted of $1.6 million of fees incurred in connection with the pending merger and $0.2 million of restructuring charges related to a manufacturing facility in Portugal. The Company had recorded no restructuring and other charges in the second quarter of 2004.
    • Interest expense increased $0.3 million over the same period of 2004, mainly due to higher floating interest rates.
    • The Company recorded income tax expense of $2.8 million on pre-tax income of $4.3 million. The high effective tax rate was due to the treatment of certain expenses related to the pending merger. 
    • For the quarter, the Company reported net income of $1.6 million, or $0.09 per diluted share, compared to net income of $0.15 per share in 2004.
    • Total net debt at the end of the quarter, adjusted for cash and equivalents, was $282.4 million, down slightly from the amount outstanding at year-end and down $2.1 million from the end of the first quarter.

Six-Month Results

For the first half of 2005, total company sales were $367.1 million, up 6.3% from prior year, and segment operating income increased 2.4% to $21.2 million. For the same time period, pretax income and net income for the six-month period were down $4.5 million and $4.9 million, respectively. The 2005 results include approximately $5.3 million of pre-tax expenses related to the pending merger with ACCO.

* * *

GBC is a world leader in products that bind, laminate, and display information enabling people to accomplish more at work, school and home. GBC's products are marketed in over 100 countries under the GBC, Quartet, and Ibico brands. These products are designed to help people enhance printed materials and organize and communicate ideas.

This press release contains statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Fortune Brands, ACCO World and GBC, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "forecast," "project," "plan," or similar expressions. Fortune Brands', ACCO's and GBC's ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted. Fortune Brands, ACCO and GBC undertake no obligation to update these forward-looking statements in the future. Among the factors that could cause plans, actions and results to differ materially from current expectations are: competition within the office products, document finishing and film lamination industries; the effects of economic and political conditions; the ability of distributors to successfully market and sell our products; the availability and price of raw materials; dependence on certain suppliers of manufactured products; the effect of consolidation in the office products industry; the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of GBC stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; as well as other risks and uncertainties detailed from time to time in Fortune Brands', ACCO's and GBC's respective Securities and Exchange Commission filings.

ACCO World Corporation has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (Registration No. 333-124946) containing the definitive proxy statement/prospectus-information statement regarding the proposed transaction. Investors are urged to read the definitive proxy statement/prospectus-information statement which contains important information, including detailed risk factors. The definitive proxy statement/prospectus-information statement and other documents which will be filed by Fortune Brands, ACCO and GBC with the Securities and Exchange Commission are available free of charge at the SEC's website, www.sec.gov, or by directing a request to ACCO World Corporation, 300 Tower Parkway, Lincolnshire, IL, 60069, Attention: Investor Relations; or by directing a request to General Binding Corporation, One GBC Plaza, Northbrook, IL, 60062, Attention: Investor Relations.

GBC, its directors, and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the participants in the solicitation is set forth in the definitive proxy statement/prospectus-information statement.

# # #

Contact: Tony Giuliano, Treasurer and Director, Investor Relations
(847) 291-5451
inv-rel@gbc.com (E-mail)
www.gbc.com (GBC's website)

 

 

Exhibit A to

2005 Q2 Earnings Release

GENERAL BINDING CORPORATION

THREE AND SIX MONTHS ENDED JUNE 30,2005

(Amounts in Thousands except Per Share Amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,

CONSOLIDATED SUMMARY OF INCOME

2005

2004

2005

2004

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$ 186,900

$ 174,375

$ 367,052

$345,306

Cost of sales:

Product cost of sales, including development

and engineering

115,390

106,787

227,478

212,393

Selling, service and administrative

58,776

56,052

119,388

112,606

Equity in (earnings) of joint ventures

(408)

 

(189)

(967)

(356)

Restructuring and other:

 

 

 

 

      Restructuring

191

-

1,294

823

      Other

1,645

-

4,152

-

Interest expense

6,912

6,599

13,606

13,391

Other expense, net

66

583

1,057

928

Income before taxes

4,328

4,543

1,044

5,521

Income tax expense

2,754

1,957

2,905

2,485

Net income (loss)

$ 1,574
======

$ 2,586
=====

$  (1,861)
======

$  3,036
=======

Earnings (loss) per share:

Basic

$   0.10
=====

$ 0.16
====

$  (0.11)
=====

$ 0.19
=====

Diluted

$   0.09
=====

$  0.15
====

$  (0.11)
=====

$ 0.18
=====

Avg. common shares outstanding (basic)

16,551

16,180

16,429

16,143

Avg. common shares outstanding (diluted)

17,432

16,837

16,429

16,887

   

 

Exhibit B to

2005 Q2 Earnings Release

GENERAL BINDING CORPORATION

SEGMENT INFORMATION

(Amounts in Thousands)

Net Sales

Net Sales

Three Months Ended

Six Months Ended

June 30,

June 30,

2005

2004

2005

2004

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Commercial and Consumer Group

$ 117,511

$ 108,897

$ 225,787

$ 214,325

Industrial and Print Finishing Group

42,067

39,107

84,065

76,910

Europe

27,322

26,371

57,200

54,071

Total

$ 186,900
=======

$ 174,375
=======

$ 367,052
=======

$ 345,306
=======

Segment

Segment

Operating Income (1)

Operating Income (1)

Three Months Ended

Six Months Ended

June 30,

June 30,

2005

2004

2005

2004

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Commercial and Consumer Group

$ 11,647

$ 11,267

$ 20,487

$ 19,919

Industrial and Print Finishing Group

5,699

5,067

11,455

9,925

Europe

2,099

1,444

3,904

3,594

Unallocated corporate items

  (6,303)

  (6,053)

 (14,693)

 (12,775)

Total

$ 13,142
======

$ 11,725
======

$ 21,153
======

$ 20,663
======

Reconciliation of Segment Operating Income

Three Months Ended

Six Months Ended

June 30,

June 30,

2005

2004

2005

2004

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Total segment operating income

$ 13,142

$ 11,725

$ 21,153

$ 20,663

Interest expense

6,912

6,599

13,606

13,391

Restructuring and other expenses

1,836

-

5,446

823

Other expense

66

583

1,057

928

Income before taxes

$ 4,328
=====

$ 4,543
=====

$ 1,044
=====

$  5,521
=====

Notes:

(1)

Segment operating income is defined as net sales less product cost of sales, selling, service and administrative expenses and equity in earnings of joint ventures.  Restructuring and other expenses are not included in segment results.  Additionally, certain expenses of a corporate nature and certain shared expenses are not allocated to the business groups.

 

Exhibit C to

2005 Q2 Earnings Release

GENERAL BINDING CORPORATION

BALANCE SHEET

(Amounts in Thousands)

June 30,

December 31,

CONDENSED BALANCE SHEET

2005

2004

Assets

(Unaudited)

Current assets:

Cash and equivalents

$ 11,951

$   6,259

Receivables, net

140,276

141,445

Inventories, net

100,294

97,996

Other

26,582

26,480

Total current assets

279,103

272,180

Capital assets, net

74,965

84,693

Other assets

190,026

   183,541

Total Assets

$ 544,094
=======

$ 540,414
=======

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$ 50,008

$ 49,758

Accrued liabilities

86,951

90,205

Notes payable and current maturities

29,315

33,713

Total current liabilities

166,274

173,676

Long-term debt less current maturities

265,029

255,165

Other long-term liabilities

32,432

33,727

Total stockholders' equity

80,359

 77,846

Total Liabilities and Stockholders' Equity

$ 544,094
=======

$ 540,414
=======

SELECTED FINANCIAL INFORMATION

(Amounts in Thousands)

Three Months Ended

 Six Months Ended

June 30,

June 30,

2005

2004

2005

2004

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Depreciation and amortization expense

$ 5,336
=====

$ 5,886
=====

$ 11,268
======

$ 12,111
======

Capital expenditures

$ 2,305
=====

$ 2,018
=====

$  3,755
======

$  3,594
======