-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ucnhs1iA1ye6JS+VNjyEYFto1YFkyPvX88M6GESgPKxmaU0ttJc3N+Aclehmt+XB bQc1HCW87iVDUdk0b/okzA== 0001068800-99-000166.txt : 19990423 0001068800-99-000166.hdr.sgml : 19990423 ACCESSION NUMBER: 0001068800-99-000166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990422 ITEM INFORMATION: FILED AS OF DATE: 19990422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIL WELL INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12551 FILM NUMBER: 99598932 BUSINESS ADDRESS: STREET 1: 23 INVERNESS WAY EAST STREET 2: STE 160 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037908023 MAIL ADDRESS: STREET 1: 23 INVERNESS WAY EAST STREET 2: SUITE 160 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 8-K 1 MAIL-WELL, INC. FORM 8-K - ----------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 APRIL 22, 1999 MAIL-WELL, INC. (Exact Name of Registrant as Specified in its Charter) COLORADO (State or Other Jurisdiction of Incorporation) 1-12551 84-1250533 (Commission File Number) (IRS Employer Identification Number) 23 INVERNESS WAY EAST, ENGLEWOOD, CO 80112 (Address of principal executive offices) (Zip Code) 303-790-8023 (Registrant's telephone number, including area code) - ----------------------------------------------------------------- ITEM 5. OTHER EVENTS. On April 22, 1999 the Company announced the following: MAIL-WELL ANNOUNCES RECORD SALES AND EARNINGS IN FIRST QUARTER 1999; EPS INCREASE OF 40% ENGLEWOOD, CO--Mail-Well Inc. (NYSE: MWL) announced today record sales and earnings in the first quarter ended March 31, 1999. First quarter 1999 sales increased 38% to $440.4 million from the same period a year ago. First quarter net income of $14.8 million increased 56%, while EPS of $0.28 per diluted share increased 40% compared to $0.20 per diluted share in the prior year. "This was another strong quarter for Mail-Well and our twelfth consecutive quarter of record sales and earnings," said Gerald F. Mahoney, Chairman and CEO of Mail-Well. "Acquisitions continue to fuel our growth. In addition, operating margins improved in each segment over 1998 as the benefits from our profitability improvement programs continue to drive value. Our restructuring initiatives are on track and are expected to be substantially complete by the end of this year. We also completed two acquisitions in the first quarter: Colorhouse, the largest pre-press company in Minneapolis, and Hill Graphics, a high- quality sheetfed commercial printer in Houston. The previously announced acquisition of Porter Chadburn, a pressure-sensitive label manufacturer in the United States and England, is on track and will be completed in mid-May. Porter Chadburn will be our first acquisition in Europe and will move Mail-Well Label to the number two position in North America. For the remainder of 1999, we expect continued internal growth, operating margin improvement and additional revenue and profit contribution from acquisition opportunities." Mail-Well is a leading consolidator in the highly fragmented printing industry, specializing in four fast-growing multibillion-dollar market segments: commercial printing, envelopes, labels and printing for distributors. With the completion of the Porter Chadburn acquisition, Mail-Well will have more than 13,000 employees, 110 printing plants and numerous sales offices throughout North America. Reporting 1998 sales of $1.5 billion, Mail-Well currently has a revenue run rate in excess of $1.9 billion. This press release may make forward-looking statements. It should be understood that all such statements are subject to various uncertainties and risks that could affect their outcome. Factors which could cause or contribute to such differences include, but are not limited to, product demand and sales, interest rates, ability to obtain assumed productivity savings and availability of acquisition opportunities. Note: News releases and other information on Mail-Well can be accessed at www.mail-well.com ----------------- (more) MAIL-WELL, INC. FINANCIAL SUMMARY THREE MONTHS ENDED MARCH 31, 1999 (MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, ---------------------------- Condensed Income Statement 1999 1998 ------ -------- Net sales $440.4 $318.7 Gross profit 99.7 69.0 Selling, administrative and other 62.1 45.5 ------ ------ Operating income 37.6 23.5 Interest and other expense 12.6 6.8 ------ ------ Income before income taxes 25.0 16.7 Income taxes 10.2 7.2 ------ ------ Net income $ 14.8 $ 9.5 ====== ====== ADDITIONAL INFORMATION Depreciation $ 9.4 $ 6.5 Amortization $ 2.8 $ 1.8 EBITDA $ 49.8 $ 31.8 EARNINGS PER SHARE INFORMATION Weighted average shares [basic] 48.9 43.5 Earnings per basic share $ 0.30 $ 0.22 Weighted average shares [diluted] 58.3 53.7 Earnings per diluted share $ 0.28 $ 0.20 BALANCE SHEET DATA 31-MAR-99 31-DEC-98 --------- --------- Cash and cash equivalents $ 2.3 $ 1.4 Long-term debt and capital leases, excluding current portion $582.3 $583.4 Stockholders' equity $317.8 $299.4 Restatement of previously reported financial statements to retroactively reflect the May 30, 1998 mergers of the Commercial Printing Group accounted for as poolings of interests.
MAIL-WELL, INC. SEGMENT INFORMATION THREE MONTHS ENDED MARCH 31, 1999 (MILLIONS)
THREE MONTHS ENDED MARCH 31, ---------------------------- NET SALES 1999 1998 ------ -------- Commercial Printing $183.7 $ 99.5 Envelopes 198.9 190.6 Printing for Distributors 32.9 24.6 Labels 24.9 4.0 ------ ------ Total net sales $440.4 $318.7 ------ ------ OPERATING INCOME Commercial Printing $ 13.9 $ 5.7 Envelopes 25.1 21.5 Printing for Distributors 2.8 1.7 Labels 1.7 0.3 ------ ------ Total from operating segments 43.5 29.2 ------ ------ Corporate and other expenses 5.9 3.5 Merger expenses 2.2 ------ ------ Total operating income $ 37.6 $ 23.5 ------ ------ Restatement of previously reported financial statements to retroactively reflect the May 30, 1998 mergers of the Commercial Printing Group accounted for as poolings of interests.
### SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized Mail-Well, Inc. --------------- (Registrant) By: /s/Michael A. Zawalski ----------------------------------- Michael A. Zawalski Sr. Vice President and CFO Date: April 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----