<PAGE>
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
Date of Report (Date of earliest event reported) April 15, 1997
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UNISOURCE WORLDWIDE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-14482 13-5369500
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
825 Duportail Road, Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 296-4470
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On April 15, 1997, the Registrant issued the attached press release.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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(99) Press Release dated April 15, 1997.
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SIGNATURE
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.
UNISOURCE WORLDWIDE, INC.
(Registrant)
By: /s/ Thomas A. Decker
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Thomas A. Decker
Senior Vice President,
General Counsel and Secretary
Dated: April 16, 1997
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Exhibit Index
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(99) Press Release dated April 15, 1997.
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EXHIBIT (99)
PRESS RELEASE DATED APRIL 15, 1997
News Release
Contact
Martha A. Buckley JoAnn P. Huston
Director, Corporate Communications Manager, Investor Relations
610-993-3609 610-993-3770
UNISOURCE REPORTS SECOND QUARTER RESULTS
Valley Forge, Pennsylvania - April 15, 1997 - Unisource Worldwide, Inc.
(NYSE:UWW) announced today earnings per share of $.16 for its second fiscal
quarter, ended March 31, 1997. This performance is consistent with the
company's earlier announcement that it expected earnings to be significantly
below the prior year's second quarter. Pro forma earnings for the quarter ended
March 31, 1996, were $.41 per share.
"Paper prices for the quarter were down 12% from the same period last
year," commented Chairman and Chief Executive Officer, Ray B. Mundt. "However,
that was substantially offset by strong performance from companies acquired in
fiscal 1996, along with volume growth in our printing and imaging business."
Revenues for the second quarter of fiscal 1997 were $1.7 billion, a decrease of
2% over the same quarter last year. These lower revenues, combined with a
planned expense increase, resulted in net income of $10.6 million versus pro
forma net income of $27.6 million in the same period last year. The expense
increase is related primarily to the implementation of the company's information
technology system.
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"We are seriously reviewing expenses at every level," commented Ray B.
Mundt, Chairman and Chief Executive Officer, "and will make whatever adjustments
are necessary to improve our performance under present market conditions."
However, we will not jeopardize implementation of our IT system." Excluding
acquisitions, expenses for the company are up just 3% over the prior year's
second quarter, including costs for the IT system. Mundt noted that the company
is on track to begin rolling out its national information technology system in
May of this year.
For the first six months of the fiscal year, Unisource revenues totaled
$3.4 billion, a slight decline of 0.5% from the first six months of fiscal 1996.
Net income year-to-date in 1997 was $30.7 million, 40% below pro forma net
income of $51.5 million for the same period last year. Earnings per share for
the period were $.45, a decrease of 41% compared with pro forma earnings per
share of $.76 in the first half of last year.
"We are seeing positive results in a number of important areas," Mundt
noted. "Gross trading margins remain strong at 17% . Average inventory turns
are nearly one full turn above the same period last year. Cash flows from
operations for the first half of the year exceeded $70 million."
Mundt confirmed the company's commitment to its current dividend rate and
to its continuing acquisition program. Unisource paid a dividend of $.20 per
share in the first quarter and expects to continue its dividend at that level.
"Our acquisition program has been slower than anticipated in the first
half; however, we have identified a number of excellent candidates and are
confident that we will complete several strategic acquisitions by year end,"
Mundt said.
-more-
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"Absent a significant improvement in paper pricing, we expect fiscal 1997
earnings per share to be 30% to 35% below 1996 pro forma levels," Mundt stated.
"However, we believe our present strategy is sound and we remain confident in
our ability to achieve our long-term growth goals."
Unisource Worldwide, Inc., headquartered in Valley Forge, Pennsylvania, is
the largest marketer and distributor of paper products and supply systems in
North America. Fiscal 1996 revenues were $7 billion.
This press release contains certain forward-looking statements which
involve known and unknown risks, uncertainties or other factors not under the
Company's control which may cause the actual results, performance or
achievements of the Company to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
These factors include, but are not limited to, those disclosed in the Company's
March 19 filing with the Securities and Exchange Commission.
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Unisource Worldwide, Inc.
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FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended March 31
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1997 1996 % Change
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<S> <C> <C> <C>
Revenues $ 1,715,908 $ 1,746,821 (1.8)%
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Costs and Expenses
Cost of goods sold 1,423,929 1,457,099 (2.3)
Selling and administrative 263,040 234,440 12.2
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1,686,969 1,691,539 (0.3)
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Income from Operations 28,939 55,282 (47.7)
Interest 10,030 8,169
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Income Before Income Taxes 18,909 47,113
Provision for Income Taxes 8,361 18,482
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Net Income $ 10,548 $ 28,631
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Pro Forma Net Income (1) $ 27,547
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Earnings Per Share (2) $0.16 $0.41 (61.0)
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Shares Outstanding (3) 67,957 67,576
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Operations Analysis:
Gross profit % of revenues 17.0% 16.6%
SG&A as a % of revenues 15.3% 13.4%
Operating income % of revenues 1.7% 3.2%
</TABLE>
(1) Includes additional pro forma interest expense of $1.8 million ($1.1
million net of tax), which assumes that the Spin-Off of Unisource occurred
on October 1, 1995.
(2) Earnings Per Share has been calculated using the actual net income for the
current year and pro forma net income for the prior year.
(3) Fiscal 1997 shares represent weighted average outstanding Unisource common
shares for the quarter plus the dilutive effect of stock options. Fiscal
1996 shares for the quarter represent actual outstanding Unisource common
shares as of December 31, 1996 (" Spin-Off " date) plus the dilutive effect
of stock options.
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Unisource Worldwide, Inc.
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FINANCIAL SUMMARY (in thousands, except earnings per share)
<TABLE>
<CAPTION>
Six Months Ended March 31
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1997 1996 % Change
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<S> <C> <C> <C>
Revenues $ 3,444,441 $ 3,462,986 (0.5)%
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Costs and Expenses
Cost of goods sold 2,852,358 2,903,800 (1.8)
Selling and administrative 518,040 453,717 14.2
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3,370,398 3,357,517 0.4
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Income from Operations 74,043 105,469 (29.8)
Interest 20,391 15,074
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Income Before Income Taxes 53,652 90,395
Provision for Income Taxes 22,953 35,535
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Net Income $ 30,699 $ 54,860
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Pro Forma Net Income (1) $ 51,517
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Earnings Per Share (2) $0.45 $0.76 (40.8)
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Shares Outstanding (3) 67,813 67,576
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Operations Analysis:
Gross profit % of revenues 17.2% 16.1%
SG&A as a % of revenues 15.0% 13.1%
Operating income % of revenues 2.1% 3.0%
</TABLE>
(1) Includes additional pro forma interest expense of $5.5 million ($3.3
million net of tax), which assumes that the " Spin-Off " of Unisource
occurred on October 1, 1995.
(2) Earnings Per Share has been calculated using the actual net income for the
current year and pro forma net income for the prior year.
(3) Fiscal 1997 shares represent weighted average outstanding Unisource common
shares for the six-month period plus the dilutive effect of stock options.
Fiscal 1996 shares for the six-month period represent actual outstanding
Unisource common shares as of December 31, 1996 (" Spin-Off " date) plus
the dilutive effect of stock options.
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