-----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, Gzogz6G3f5w4i/VBRHFiEjB7oZkVEOe2nn8W+HNYFX5AnukRqN13p4P7QVScmw55 M3PJ/raLsVTxuG2SwvbHmA== 0001068800-99-000320.txt : 19990723 0001068800-99-000320.hdr.sgml : 19990723 ACCESSION NUMBER: 0001068800-99-000320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990722 ITEM INFORMATION: FILED AS OF DATE: 19990722 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: 99668662 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 JULY 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 July 22, 1999 the Company announced the following: MAIL-WELL ANNOUNCES RECORD SECOND QUARTER SALES AND EARNINGS; EPS INCREASES 27% ENGLEWOOD, CO--Mail-Well Inc. (NYSE: MWL) announced today record sales and earnings for the thirteenth consecutive quarter. Second quarter 1999 sales increased 25% to $439.0 million from the same period a year ago. Second quarter net income of $15.0 million increased 33% from the same quarter last year, while earnings per diluted share of $0.28 increased 27% compared to $0.22 per diluted share in the prior year. Sales and net income for the first half increased by 32% and 43% to $879.5 million and $29.8 million, respectively, from the prior year. Earnings per diluted share for the six months ended June 30, 1999, increased 33% to $0.56. "This was another strong quarter for Mail-Well and our thirteenth consecutive quarter of record sales and earnings," said Gerald F. Mahoney, Chairman and CEO of Mail-Well. "We are particularly pleased with the margin improvements in each of our businesses. The second quarter demonstrates the continued success we have had in improving profitability. Second quarter operating margins increased to 8.9% from 7.1% last year. In particular, the envelope restructuring initiatives continue on plan and are delivering the results we anticipated. A new accounts receivable securitization facility was successfully syndicated in the second quarter, which increased the Company's borrowing capacity by another $50 million. We also successfully completed four acquisitions in the second quarter - three commercial printers and one label company. For the remainder of 1999 we expect additional margin improvement and continued growth internally and from acquisitions." 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. Mail-Well currently has 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 contain forward-looking statements that are subject to various uncertainties and risks that could affect their outcome. Factors that 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 AND SIX MONTHS ENDED JUNE 30, 1999 (MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------ ----------------------------- CONDENSED INCOME STATEMENT 1999 1998 1999 1998 ------ ------ ------ ------ Net sales $439.0 $350.1 $879.5 $668.8 Gross profit 107.4 70.4 207.0 139.5 Selling, administrative and other 68.5 45.5 130.5 91.1 ------ ------ ------ ------ Operating income 38.9 24.9 76.5 48.4 Interest and other expense 13.5 7.3 26.1 14.1 ------ ------ ------ ------ Income before income taxes 25.4 17.6 50.4 34.3 Income taxes 10.4 6.3 20.6 13.5 ------ ------ ------ ------ Net income $15.0 $11.3 $29.8 $20.8 ====== ====== ====== ====== ADDITIONAL INFORMATION Depreciation $10.9 $8.1 $20.3 $14.5 Amortization $3.2 $2.1 $6.0 $3.9 EBITDA $53.0 $35.1 $102.8 $66.8 EARNINGS PER SHARE INFORMATION Weighted average shares [basic] 49.0 46.8 48.9 45.2 Earnings per basic share $0.31 $0.24 $0.61 $0.46 Weighted average shares [diluted] 58.4 56.8 58.3 55.2 Earnings per diluted share $0.28 $0.22 $0.56 $0.42 BALANCE SHEET DATA 30-JUNE-99 31-MARCH-99 31-DEC-98 ---------- ----------- --------- Cash $10.6 $2.3 $1.4 Long-term debt, excluding current portion $673.2 $582.3 $583.4 Stockholders' equity $337.3 $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 AND SIX MONTHS ENDED JUNE 30, 1999 (MILLIONS)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------ ----------------------------- NET SALES 1999 1998 1999 1998 ------ ------ ------ ------ Commercial Printing $165.9 $115.7 $349.7 $215.2 Envelopes 181.0 184.5 379.9 375.1 Printing for Distributors 39.0 28.6 71.9 53.2 Labels 53.1 21.3 78.0 25.3 ------ ------ ------ ------ Total net sales $439.0 $350.1 $879.5 $668.8 ====== ====== ====== ====== OPERATING INCOME Commercial Printing $13.3 $4.8 $27.2 $10.5 Envelopes 23.6 19.9 48.7 41.4 Printing for Distributors 3.8 2.5 6.6 4.2 Labels 3.9 1.6 5.6 1.9 ------ ------ ------ ------ Total from operating segments 44.6 28.8 88.1 58.0 ------ ------ ------ ------ Corporate and other 5.7 3.1 11.6 6.6 Merger expenses - 0.8 - 3.0 ------ ------ ------ ------ Total operating income $38.9 $24.9 $76.5 $48.4 ====== ====== ====== ====== 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.
### 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/Gary H. Ritondaro ------------------------------- Gary H. Ritondaro Sr. Vice President and CFO Date: July 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----