EX-19 2 a07-18782_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

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

921,820

 

$

933,785

 

$

1,830,950

 

$

1,835,434

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

744,907

 

747,521

 

1,476,886

 

1,481,823

 

Selling, general and administrative expenses

 

86,493

 

84,852

 

171,969

 

168,555

 

Research and development

 

6,475

 

6,650

 

12,700

 

12,791

 

Interest expense

 

12,653

 

13,077

 

25,143

 

25,875

 

Other costs (income), net

 

(8,723

)

468

 

(13,908

)

2,718

 

Minority interest in net income

 

1,089

 

1,010

 

1,678

 

1,462

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

78,926

 

80,207

 

156,482

 

142,210

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

29,400

 

31,300

 

58,700

 

55,500

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

49,526

 

$

48,907

 

$

97,782

 

$

86,710

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share of common stock

 

$

.47

 

$

.47

 

$

.93

 

$

.83

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share of common stock

 

$

.47

 

$

.46

 

$

.92

 

$

.81

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share of common stock

 

$

.21

 

$

.19

 

$

.42

 

$

.38

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

104,511

 

104,829

 

104,781

 

104,894

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares and common stock equivalents outstanding

 

105,593

 

106,665

 

106,059

 

106,702

 

 

See accompanying notes to consolidated financial statements.

1




FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

153,316

 

$

112,160

 

Accounts receivable, net

 

474,608

 

448,382

 

Inventories

 

470,415

 

467,853

 

Prepaid expenses

 

64,170

 

65,317

 

Total current assets

 

1,162,509

 

1,093,712

 

 

 

 

 

 

 

Property and equipment, net

 

1,215,217

 

1,175,959

 

 

 

 

 

 

 

Goodwill

 

620,479

 

603,691

 

Other intangible assets, net

 

102,287

 

102,123

 

Deferred charges and other assets

 

45,933

 

63,524

 

Total

 

768,699

 

769,338

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

3,146,425

 

$

3,039,009

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

5,574

 

$

16,345

 

Short-term borrowings

 

69,366

 

51,232

 

Accounts payable

 

366,983

 

383,351

 

Accrued salaries and wages

 

71,321

 

94,220

 

Accrued income and other taxes

 

19,121

 

10,307

 

Total current liabilities

 

532,365

 

555,455

 

 

 

 

 

 

 

Long-term debt, less current portion

 

748,477

 

722,211

 

Deferred taxes

 

137,036

 

134,168

 

Deferred credits and other liabilities

 

150,671

 

125,974

 

Total liabilities

 

1,568,549

 

1,537,808

 

 

 

 

 

 

 

Minority interest

 

32,961

 

29,185

 

Stockholders’ equity:

 

 

 

 

 

Common stock issued (116,929,426 and 116,114,347 shares)

 

11,693

 

11,611

 

Capital in excess of par value

 

317,874

 

317,177

 

Retained income

 

1,483,971

 

1,431,747

 

Other comprehensive income

 

88,180

 

29,098

 

Common stock held in treasury at cost (12,422,771 and 11,272,771 shares)

 

(356,803

)

(317,617

)

Total stockholders’ equity

 

1,544,915

 

1,472,016

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

3,146,425

 

$

3,039,009

 

 

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,

 

 

 

2007

 

2006

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

97,782

 

$

86,710

 

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

 

 

 

 

 

Depreciation and amortization

 

79,126

 

77,992

 

Minority interest in net income

 

1,678

 

1,462

 

Excess tax benefit from share-based payment arrangements

 

(5,767

)

(864

)

Share-based compensation

 

8,003

 

5,333

 

Deferred income taxes

 

2,615

 

(16,950

)

Income of unconsolidated affiliated company

 

(625

)

(341

)

Loss (gain) on sales of property and equipment

 

(326

)

180

 

Non-cash restructuring related activities

 

108

 

11,177

 

Changes in working capital, net of effects of acquisitions

 

(38,135

)

(12,750

)

Net change in deferred charges and credits

 

43,525

 

16,194

 

 

 

 

 

 

 

Net cash provided by operating activities

 

187,984

 

168,143

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Additions to property and equipment

 

(95,428

)

(79,750

)

Business acquisitions and adjustments, net of cash acquired

 

(97

)

(10,800

)

Proceeds from sales of property and equipment

 

7,611

 

338

 

 

 

 

 

 

 

Net cash used in investing activities

 

(87,914

)

(90,212

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Repayment of long-term debt

 

(5,803

)

(27,716

)

Net borrowing (repayment) of commercial paper

 

30,550

 

18,056

 

Net borrowing (repayment) of short-term debt

 

1,095

 

10,285

 

Cash dividends paid to stockholders

 

(45,725

)

(41,085

)

Common stock purchased for the treasury

 

(39,186

)

(17,804

)

Excess tax benefit from share-based payment arrangements

 

5,767

 

864

 

Stock incentive programs and related withholdings

 

(14,932

)

51

 

 

 

 

 

 

 

Net cash (used) provided by financing activities

 

(68,234

)

(57,349

)

 

 

 

 

 

 

Effect of exchange rates on cash and cash equivalents

 

9,320

 

(1,262

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

41,156

 

19,320

 

 

 

 

 

 

 

Cash and cash equivalents balance at beginning of year

 

112,160

 

91,125

 

 

 

 

 

 

 

Cash and cash equivalents balance at end of period

 

$

153,316

 

$

110,445

 

 

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, 2005

 

$

11,598

 

$

267,274

 

$

1,337,590

 

$

32,706

 

$

(299,813

)

$

1,349,355

 

Net income

 

 

 

 

 

176,296

 

 

 

 

 

176,296

 

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

 

 

 

 

 

 

 

(526

)

 

 

(526

)

Translation adjustment

 

 

 

 

 

 

 

60,850

 

 

 

60,850

 

Pension liability adjustment, net of tax effect $(15,988)

 

 

 

 

 

 

 

24,794

 

 

 

24,794

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

261,414

 

Adjustment to initially apply FAS No. 158, net of tax $55,076

 

 

 

 

 

 

 

(88,726

)

 

 

(88,726

)

Cash dividends paid on common stock $0.76 per share

 

 

 

 

 

(82,139

)

 

 

 

 

(82,139

)

Stock incentive programs and related tax effects (135,601 shares)

 

13

 

2,914

 

 

 

 

 

 

 

2,927

 

Impact of adopting FAS No. 123(R)

 

 

 

35,295

 

 

 

 

 

 

 

35,295

 

Share-based compensation

 

 

 

11,694

 

 

 

 

 

 

 

11,694

 

Purchase of 600,000 shares of common stock

 

 

 

 

 

 

 

 

 

(17,804

)

(17,804

)

Balance at December 31, 2006

 

11,611

 

317,177

 

1,431,747

 

29,098

 

(317,617

)

1,472,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the first six months of 2007

 

 

 

 

 

97,782

 

 

 

 

 

97,782

 

Unrecognized gain on derivative reclassified to earnings, net of tax $(168)

 

 

 

 

 

 

 

(263

)

 

 

(263

)

Translation adjustment for the first six months of 2007

 

 

 

 

 

 

 

56,671

 

 

 

56,671

 

Pension liability adjustment, net of tax effect $(1,671)

 

 

 

 

 

 

 

2,674

 

 

 

2,674

 

Total comprehensive income *

 

 

 

 

 

 

 

 

 

 

 

156,864

 

Adjustment to initially apply FIN 48

 

 

 

 

 

167

 

 

 

 

 

167

 

Cash dividends paid on common stock $0.42 per share

 

 

 

 

 

(45,802

)

 

 

 

 

(45,802

)

Stock incentive programs and related withholdings (815,079 shares)

 

82

 

(15,014

)

 

 

 

 

 

 

(14,932

)

Excess tax benefit from share-based compensation arrangements

 

 

 

7,470

 

 

 

 

 

 

 

7,470

 

Share-based compensation

 

 

 

8,003

 

 

 

 

 

 

 

8,003

 

Other

 

 

 

238

 

77

 

 

 

 

 

315

 

Purchase of 1,150,000 shares of common stock

 

 

 

 

 

 

 

 

 

(39,186

)

(39,186

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2007

 

$

11,693

 

$

317,874

 

$

1,483,971

 

$

88,180

 

$

(356,803

)

$

1,544,915

 


    *  Total comprehensive income for the second quarter of 2007 and 2006 was $88,796 and $61,260, respectively, and was $130,649 for the first six months of 2006.

        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 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.  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, 2006.

Note 2 - New Accounting Pronouncement

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (FAS No. 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 is effective beginning after December 31, 2007.  The Company is currently evaluating the impact of adopting FAS No. 159 on its consolidated financial position and results of operations.

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS No. 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 No. 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, and is effective beginning after December 31, 2007.  The Company is currently evaluating the impact of adopting FAS No. 157 on its consolidated financial position and results of operations.

Note 3 - 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, 2006 to June 30, 2007:

 

 

Aggregate
Intrinsic
Value

 

Number of
Shares

 

Per Share
Option Price
Range

 

Weighted-Average
Exercise Price
Per Share

 

Outstanding at December 31, 2006

 

$

28,269,000

 

2,011,178

 

$

15.86 - $26.95

 

$

19.92

 

Exercised

 

 

 

327,096

 

$

18.81 - $22.52

 

$

22.21

 

Outstanding at June 30, 2007

 

$

23,070,976

 

1,684,082

 

$

15.86 - $26.95

 

$

19.48

 

Exercisable at June 30, 2007

 

$

23,070,976

 

1,684,082

 

$

15.86 - $26.95

 

$

19.48

 

 

The following table summarizes information about outstanding and exercisable stock options at June 30, 2007:

 

 

Options Outstanding

 

Options Exercisable

 

Range of
Exercise Prices

 

Number
Outstanding
at 6/30/07

 

Weighted-Average
Remaining
Contractual Life

 

Weighted-Average
Exercise Price

 

Number
Exercisable
at 6/30/07

 

Weighted-
Average
Exercise Price

 

$15.86 - $18.81

 

1,269,612

 

2.5 years

 

$

17.78

 

1,269,612

 

$

17.78

 

$22.04 - $26.95

 

414,470

 

5.2 years

 

$

24.70

 

414,470

 

$

24.70

 

 

 

1,684,082

 

3.2 years

 

$

19.48

 

1,684,082

 

$

19.48

 

 

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 of common stock, 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 1,247,800 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

5




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, 2007, the unrecorded compensation cost for restricted stock units is $62,568,000 and will be recognized over the remaining vesting period for each grant which ranges between May 5, 2007 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, 2006 to June 30, 2007:

 

 

Aggregate
Intrinsic Value

 

Number of
Restricted
Stock Units

 

Outstanding units at December 31, 2006

 

 

 

3,200,437

 

Restricted stock units granted

 

 

 

1,287,300

 

Restricted stock units paid

 

 

 

(1,145,121

)

Restricted stock units canceled

 

 

 

(39,500

)

Outstanding units at June 30, 2007

 

$

109,729,514

 

3,303,116

 

 

Note 4 – 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, 2005

 

$

530,711

 

$

50,708

 

$

581,419

 

 

 

 

 

 

 

 

 

Business acquisition and purchase price adjustments

 

6,497

 

2,168

 

8,665

 

Currency translation adjustment

 

13,540

 

67

 

13,607

 

Reported balance at December 31, 2006

 

$

550,748

 

$

52,943

 

$

603,691

 

 

 

 

 

 

 

 

 

Currency translation adjustment

 

16,790

 

(2

)

16,788

 

Reported balance at June 30, 2007

 

$

567,538

 

$

52,941

 

$

620,479

 

 

The components of amortized intangible assets follow:

 

 

June 30, 2007

 

December 31, 2006

 

Intangible Assets (in thousands)

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Contract based

 

$

15,447

 

$

(8,618

)

$

15,447

 

$

(8,055

)

Technology based

 

52,693

 

(18,019

)

52,609

 

(16,548

)

Marketing related

 

23,223

 

(6,654

)

21,405

 

(5,441

)

Customer based

 

61,181

 

(16,966

)

55,933

 

(13,227

)

Reported balance

 

$

152,544

 

$

(50,257

)

$

145,394

 

$

(43,271

)

 

Amortization expense for intangible assets during the first six months of 2007 was $4.7 million.  Estimated amortization expense for the remainder of 2007 is $4.3 million; for 2008 through 2010 is $9.0 million each year; $8.7 million for 2011; and $7.4 million for 2012.

Note 5 – 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)

 

2007

 

2006

 

Raw materials and supplies

 

$

159,021

 

$

169,914

 

Work in process and finished goods

 

328,261

 

316,482

 

Total inventories, gross

 

487,282

 

486,396

 

Less inventory write-downs

 

(16,867

)

(18,543

)

Total inventories, net

 

$

470,415

 

$

467,853

 

 

Note 6 – 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 reduced fixed costs and improved capacity utilization elsewhere in the Company.  During 2006, the Company incurred charges of $11.6 million for employee severance, $12.3 million for accelerated depreciation, and $5.1 million for other related costs.  During the second quarter of 2007, the Company incurred charges of $0.1 million for employee severance and $0.2 million for other related costs.  During the first half of 2007, the Company incurred charges of $0.6 million for employee severance, $0.2

6




million for accelerated depreciation, and $0.6 million for other related costs which is offset by a gain of $1.6 million on the sale of idle manufacturing facilities.

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, reduced fixed costs and improved capacity utilization.  During 2006, the Company incurred charges of $0.5 million for employee severance and $0.5 million for other related costs.  Nominal costs were incurred during the first half of 2007.

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 and final settlement of pension related issues will continue during 2007.

During 2006, a total of $18.3 million has been charged to other costs (income) and $12.9 million has been included in cost of products sold within the consolidated statement of income.  During the second quarter of 2007 $0.3 million has been included in other costs (income) within the consolidated statement of income.  For the first half of 2007 a net gain of $0.5 million has been included in other costs (income) and $0.3 million has been included in cost of products sold within the consolidated statement of income.  The accrued liability at June 30, 2007, is $0.2 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.   The majority of these costs and payments were incurred in 2006.

An analysis of this restructuring plan and related costs activity follows:

(in thousands)

 

Employee
Costs

 

Facilities
Consolidation
or Relocation

 

Accelerated
Depreciation

 

Total
Restructuring
and Related Costs

 

2006 Activity

 

 

 

 

 

 

 

 

 

Reserve balance at December 31, 2005

 

$

0

 

$

0

 

$

0

 

$

0

 

Total net expense accrued

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

(1,288

)

 

 

(1,288

)

Flexible Packaging

 

(11,555

)

(5,136

)

(12,262

)

(28,953

)

Pressure Sensitive

 

(519

)

(416

)

(47

)

(982

)

Charges to accrual account

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

1,288

 

 

 

1,288

 

Flexible Packaging

 

11,170

 

5,136

 

12,262

 

28,568

 

Pressure Sensitive

 

519

 

416

 

47

 

982

 

Reserve balance at December 31, 2006

 

$

(385

)

$

0

 

$

0

 

$

(385

)

 

 

 

 

 

 

 

 

 

 

2007 Activity –Year-to-Date

 

 

 

 

 

 

 

 

 

Reserve balance at December 31, 2006

 

$

(385

)

$

0

 

$

0

 

$

(385

)

Total net expense accrued

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

(195

)

 

 

(195

)

Flexible Packaging

 

(631

)

1,168

 

(174

)

363

 

Pressure Sensitive

 

 

 

 

 

 

 

 

 

Charges to accrual account

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

195

 

 

 

195

 

Flexible Packaging

 

810

 

(1,168

)

174

 

(184

)

Pressure Sensitive

 

 

 

 

 

 

 

 

 

Reserve balance at June 30, 2007

 

$

(206

)

$

0

 

$

0

 

$

(206

)

 

 

 

 

 

 

 

 

 

 

2007 Activity – Second Quarter

 

 

 

 

 

 

 

 

 

Reserve balance at March 31, 2007

 

$

(198

)

$

0

 

$

0

 

$

(198

)

Total net expense accrued

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

(195

)

 

 

(195

)

Flexible Packaging

 

(97

)

6

 

 

 

(91

)

Pressure Sensitive

 

 

 

1

 

 

 

1

 

Charges to accrual account

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

195

 

 

 

195

 

Flexible Packaging

 

89

 

(6

)

 

 

83

 

Pressure Sensitive

 

 

 

(1

)

 

 

(1

)

Reserve balance at June 30, 2007

 

$

(206

)

$

0

 

$

0

 

$

(206

)

 

 

7




Note 7 – Accumulated Other Comprehensive Income (Loss)

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

(in thousands)

 

June 30, 2007

 

December 31, 2006

 

Foreign currency translation

 

$

179,126

 

$

122,454

 

Pension liability, net of deferred tax benefit of $58,049 and $59,666

 

(93,447

)

(96,121

)

Unrecognized gain on derivative, net of deferred tax of $1,563 and $1,768

 

2,501

 

2,765

 

Accumulated other comprehensive income (loss)

 

$

88,180

 

$

29,098

 

 

Note 8 – 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 2006 Annual Report on Form 10-K are expected to continue unchanged throughout 2007.

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

Pension Benefits

 

Other Benefits

 

Pension Benefits

 

Other Benefits

 

(in thousands)

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

Service cost – benefits earned during the period

 

$

3,439

 

$

3,706

 

$

3,467

 

$

2,926

 

$

6,839

 

$

7,377

 

$

6,208

 

$

5,841

 

Interest cost on projected benefit obligation

 

8,116

 

7,671

 

294

 

392

 

16,153

 

15,310

 

589

 

784

 

Expected return on plan assets

 

(11,359

)

(10,410

)

 

 

 

 

(22,626

)

(20,787

)

 

 

 

 

Amortization of unrecognized transition obligation

 

62

 

60

 

 

 

 

 

121

 

118

 

 

 

 

 

Amortization of prior service cost

 

571

 

650

 

54

 

172

 

1,141

 

1,297

 

107

 

345

 

Recognized actuarial net (gain) or loss

 

1,961

 

2,622

 

(15

)

4

 

3,904

 

5,242

 

(30

)

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic pension (income) cost

 

$

2,790

 

$

4,299

 

$

3,800

 

$

3,494

 

$

5,532

 

$

8,557

 

$

6,874

 

$

6,978

 

 

Note 9 – 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

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

Business Segments (in millions)

 

2007

 

2006

 

2007

 

2006

 

Net Sales to Unaffiliated Customers:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

758.4

 

$

767.6

 

$

1,501.8

 

$

1,507.9

 

Pressure Sensitive Materials

 

165.7

 

166.5

 

332.7

 

328.1

 

 

 

 

 

 

 

 

 

 

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

(0.1

)

(0.1

)

(0.3

)

(0.2

)

Pressure Sensitive Materials

 

(2.2

)

(0.2

)

(3.3

)

(0.4

)

Total Net Sales

 

$

921.8

 

$

933.8

 

$

1,830.9

 

$

1,835.4

 

 

 

 

 

 

 

 

 

 

 

Operating Profit and Pretax Profit:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

$

93.5

 

$

88.6

 

$

181.7

 

$

159.5

 

Pressure Sensitive Materials

 

10.2

 

14.8

 

24.4

 

29.5

 

Total operating profit

 

103.7

 

103.4

 

206.1

 

189.0

 

 

 

 

 

 

 

 

 

 

 

General corporate expenses

 

(11.0

)

(9.1

)

(22.8

)

(19.4

)

Interest expense

 

(12.7

)

(13.1

)

(25.1

)

(25.9

)

Minority interest in net income

 

(1.1

)

(1.0

)

(1.7

)

(1.5

)

Income before income taxes

 

$

78.9

 

$

80.2

 

$

156.5

 

$

142.2

 

 

 

 

 

 

 

 

 

 

 

Identifiable Assets:

 

 

 

 

 

 

 

 

 

Flexible Packaging

 

 

 

 

 

$

2,665.6

 

$

2,583.4

 

Pressure Sensitive Materials

 

 

 

 

 

356.3

 

373.9

 

Total identifiable assets

 

 

 

 

 

3,021.9

 

2,957.3

 

Corporate assets

 

 

 

 

 

124.5

 

154.5

 

Total

 

 

 

 

 

$

3,146.4

 

$

3,111.8

 

 

8




Note 10 – Income Taxes

The Company adopted FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (FIN 48), on January 1, 2007.  The Company recognized no material adjustments as a result of the implementation of this policy.  As of January 1, 2007, the Company had approximately $13.9 million of total unrecognized tax benefits.  Of this total, approximately $6.0 million represents the amount of unrecognized tax benefits that would impact the effective income tax rate if recognized in any future periods.

The Company recognizes interest and penalties related to income tax matters as components of income tax expense.  The Company had approximately $1.2 million accrued for interest and penalties at January 1, 2007.

As of June 30, 2007, there have been no material changes to the original estimates made at the date of adoption, nor are significant changes reasonably possible within the next 12 months.

The Company and its subsidiaries are subject to U.S. federal and state income tax as well as income tax in multiple international jurisdictions.  With few exceptions, the Company is no longer subject to examinations by tax authorities for years prior to 2002 in the significant jurisdictions in which we operate.

Note 11 – Earnings Per Share Computations

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(in thousands, except per share amounts)

 

2007

 

2006

 

2007

 

2006

 

Weighted average common shares outstanding – basic

 

104,511

 

104,829

 

104,781

 

104,894

 

Dilutive shares

 

1,082

 

1,836

 

1,278

 

1,808

 

Weighted average common and common equivalent shares outstanding – diluted

 

105,593

 

106,665

 

106,059

 

106,702

 

Net income for basic and diluted earnings per share computation

 

$

49,526

 

$

48,907

 

$

97,782

 

$

86,710

 

Earnings per common share – basic

 

$

0.47

 

$

0.47

 

$

0.93

 

$

0.83

 

Earnings per common share – diluted

 

$

0.47

 

$

0.46

 

$

0.92

 

$

0.81

 

 

Note 12 – 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) 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.

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 $56.9 million at the date the Company acquired Dixie Toga, translated to U.S. dollars at the June 30, 2007 exchange rate.  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) are estimated to be approximately $36.2 million at the date of acquisition, translated to U.S. dollars at the June 30, 2007 exchange rate.  In the event of an adverse resolution, these estimated amounts for all assessments 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 consolidated results of operations and/or cash flows of the period in which the matter is resolved.

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

9




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 by March 1, 2007.  On March 1, 2007, oral argument was held on plaintiffs’ motion for class certification.  The Court has taken the motion under advisement.  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. Three of these lawsuits 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.  These three lawsuits have been consolidated.  The fourth lawsuit seeks to represent a class of California direct purchasers of labelstock and 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 Ohio, seeking to represent a class of all Ohio 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.

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.

10