<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Six Months Ended June 30, 1994
Commission File Number 0-1387
BEMIS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0178130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 South 9th Street, Suite 2300
Minneapolis, Minnesota 55402-4099
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (612) 376-3000
Indicate by check mark whether the registrant has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months and has been subject to such filing requirements for the
past 90 days.
YES X NO
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Aggregate market value of the voting stock held by non-affiliates of the
registrant
51,211,326 shares at $24.00 per share
as of August 5, 1994 - $1,229,072,000
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements (enclosed as Exhibit 21) are incorporated by
reference in this Form 10-Q.
In the opinion of management, the financial statements reflect all
adjustments necessary to a fair statement of the results for the six months
ended June 30, 1994.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER 1994
Net Sales for the second quarter of 1994 were $337.7 million compared to
$303.3 million for the second quarter of 1993, an increase of 11.3% or $34.4
million. Net Income was $18.7 million for the second quarter of 1994 and $15.5
million for the same quarter in 1993, an increase of 20.6%.
These results continue the trend of stronger operating performance that
begain in the fourth quarter last year. The improvement came primarily from
increased demand for our products in all major segments of the business. Our
results in Europe are also beginning to improve and contributed to the Company's
better performance in the quarter.
In the first quarter of 1994, the Company completed the acquisitions of
Fitchburg Coated Products and Hargro Health Care Packaging. Excluding non-
comparable operating results of business acquisitions and dispositions from both
1994 and 1993, second quarter Sales showed an increase of $15.1 million or 5.0%
and operating profit showed an increase of $6.0 million or 20.5%.
Net Sales and operating income improved for both the Flexible Packaging and
the Specialty Coated and Graphics Products Lines of Business because of
increased product demand and business acquisitions or dispositions made in the
first quarter of 1994 or 1993. Excluding this non-comparable operating results
from the second quarter of both 1994 and 1993 shows that Net Sales and operating
profit increased 3.9% and 13.1%, respectively, for the Flexible Packaging
segment and 8.3% and 42.7%, respectively for the Specialty Coated and Graphics
Products segment.
Addressing the Statement of Income line item changes of consequence:
Cost of Products sold increased 11.8% on total sales increases of 11.3%.
Improvements in manufacturing efficiencies which resulted in lower
manufacturing cost, expressed as a percent of sales, nearly offset
increased material cost of sales.
Increased Research and Development expenditures occurred primarily in our
Flexible Packaging segment.
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PART I - FINANCIAL INFORMATION
Other Income decreased $1.1 million largely due to non-recurring gains on
business sales which occurred in the second quarter of 1993.
Pretax Income increased $5.6 million or 22.7% while Income Tax expense
increased $2.4 million or 26.7%. The effective tax rate for the second
quarter of 1994 and 1993 was 38% and 37%, respectively.
The $49.2 million increase in long-term debt together with the general
increase in nearly all balance sheet line items is attributable to the
increased business activity resulting from business acquisitions and an
increase in sales of our products in all major business segments.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1994
Net Sales for the six-month period of 1994 was $661.0 million compared to
$595.9 million for the same period 1993, an increase of 10.9%. Net Income
increased 22.8% to $32.3 million for 1994 compared to $26.3 million for the same
six-month period in 1993.
Excluding the operating results of the acquisition and dispositions from
both 1994 and 1993, Sales for the first six months of 1994 increased $30.2
million from the same period of 1993, while pretax income increased $11.5
million.
Increased Research and Development expenditures have occurred in both
business segments.
The $1.9 million decrease in Other Income is principally due to non-
recurring gains on minor business sales which occurred in 1993.
Pretax Income increased $10.6 or 25.6% reflecting the improving domestic
and European economic climate together with ongoing internal efforts to
restructure and streamline business operations.
In the third quarter of 1993, the Company incurred a pretax restructuring
charge of $21 million related primarily to the planned closedown of its Nylon
Resin production facility ($6.2 million), the realignment of assets in both the
domestic and international packaging machinery business ($7.2), the
consolidation of two paper packaging plants into larger facilities ($5.0
million) and selected other actions to improve operating efficiency throughout
the Company ($2.6 million). When completed, these actions were expected to
result in the elimination of 264 jobs in the U.S. and Europe and the relocation
of an additional 27 employees.
As of June 30, 1994, we have completed all but one of the planned plant
closures and 85% of job reductions and employee relocations. The balance should
be completed prior to year end.
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PART I - FINANCIAL INFORMATION
Of the $21 million total restructuring expenses, we expected $11.4 million
of non-cash cost and $9.6 million of net cash expense, all of which would be
internally generated. Through June 30, 1994, our cash costs have totalled $4.6
million and non-cash costs $.3 million. The remaining cash and non-cash expenses
are expected to be incurred in July through November of this year.
As stated in our 1993 third quarter report, when fully implemented, these
restructuring costs should produce annual savings of approximately $8 million
pretax (10 cents per share).
FINANCIAL CONDITION
A statement of cash flow for the six months ended June 30, 1994 is as
follows:
<TABLE>
<CAPTION>
Millions
CASH FLOWS FROM OPERATING ACTIVITIES: --------
<S> <C>
Net income $32.3
Non-cash items:
Depreciation and amortization 26.9
Minority interest 1.5
Deferred income taxes, non-current portion 1.0
Net decrease in working capital items,
net of affects of business acquisitions (5.2)
Net change in deferred charges and credits (2.7)
Loss on sale of property and equipment .3
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Net cash provided by operating activities 54.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (50.8)
Business acquisitions (33.2)
Other .5
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Net cash used in investing activities (83.5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long-term debt 48.5
Increase in short-term debt .2
Cash dividends paid (13.8)
Other .1
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Net cash used by financing activities 35.0
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Effect of exchange rates 1.2
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Net increase in cash $ 6.8
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</TABLE>
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no significant changes during the six months ended June 30,
1994.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 21 - Financial Statements Furnished to Security Holders
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 thereunto duly authorized.
BEMIS COMPANY, INC.
Date August 8, 1994 /s/ LeRoy F. Bazany
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LeRoy F. Bazany, Vice President
and Controller
Date August 9, 1994 /s/ B. R. Field, III
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Benjamin R. Field, III, Senior Vice
President, Chief Financial Officer
and Treasurer
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EXHIBIT 21 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
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1994 1993 1994 1993
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<S> <C> <C> <C> <C>
Net sales $337,744 $303,251 $661,021 $595,879
Costs and expenses:
Cost of products sold 262,300 234,642 513,278 463,486
Selling, general and
administrative expenses 39,471 39,876 83,965 81,634
Research and development 3,451 3,142 7,249 6,684
Interest expense 1,916 1,928 3,532 3,787
Other income (344) (1,416) (543) (2,406)
Minority interest in net income 866 565 1,468 1,232
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Income before income taxes 30,084 24,514 52,072 41,462
Taxes based on income - cash 10,866 9,008 18,828 18,193
Taxes based on income - deferred 534 (8) 972 (2,993)
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Net income $18,684 $15,514 $32,272 $26,262
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Earnings per share of common stock $.36 $.30 $.62 $.51
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Cash dividends paid $.135 $.125 $.27 $.25
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Average common shares and common
stock equivalents outstanding 51,941 51,733 51,916 51,753
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</TABLE>
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EXHIBIT 21 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Jun 30 Dec 31
ASSETS 1994 1993
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<S> <C> <C>
Cash $ 15,760 $ 8,911
Accounts receivable - net 184,628 161,695
Inventories 149,842 127,123
Prepaid expenses and deferred charges 43,176 39,280
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Total current assets 393,406 337,009
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Property and equipment, net 455,120 414,888
Excess of cost of investments in
subsidiaries over net assets acquired 29,239 24,814
Other assets 13,678 13,056
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Total 42,917 37,870
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TOTAL ASSETS $891,443 $789,767
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LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ 1,250
Current portion of long-term debt 3,227 $ 4,035
Accounts payable 164,018 138,243
Accrued salaries and wages 27,991 22,015
Accrued income and other taxes 18,334 19,896
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Total current liabilities 214,820 184,189
Long-term debt, less current portion 172,419 123,215
Deferred taxes 36,726 35,813
Other liabilities and deferred credits 52,368 54,602
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Total liabilities 476,333 397,819
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Minority interest 23,328 21,409
STOCKHOLDERS' EQUITY:
Common stock (55,723,731 and 55,713,731 shares) 5,572 5,571
Capital in excess of par value 101,235 101,153
Retained income 416,367 97,922
Cumulative translation adjustment 2,101 (614)
Common stock held in treasury (4,512,405 shares) (133,493) (133,493)
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Total stockholders' equity 391,782 370,539
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $891,443 $789,767
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</TABLE>
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EXHIBIT 21 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Six Months Ended
June 30
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1994 1993
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $32,272 $26,262
NON-CASH ITEMS:
Depreciation and amortization 26,882 25,503
Minority interest 1,468 1,232
Deferred income taxes, non-current portion 971 (2,283)
Loss on sale of property and equipment 305 875
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Cash provided by operations 61,898 51,589
Net change in receivables, inventories,
prepaid expenses and payables (5,134) (16,052)
Net change in deferred charges and credits (2,713) 279
Other 53 (503)
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Net cash provided by operating activities 54,104 35,313
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CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (50,796) (32,133)
Business acquisitions, net of divestitures (33,248) (7,684)
Proceeds from sale of property and equipment 433 381
Change in long-term receivables 106 169
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Net cash used in investing activities (83,505) (39,267)
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CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term debt 48,543 28,045
Change in short-term debt 203 (247)
Cash dividends paid (13,827) (12,788)
Purchase of common stock for the treasury (1,262)
Subsidiary cash dividends to minority shareholders (1,703)
Stock incentive programs 83 1,115
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Net cash provided by financing activities 35,002 13,160
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Effect of exchange rates on cash 1,248 476
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Net increase in cash $ 6,849 $ 9,682
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</TABLE>
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EXHIBIT 21 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TAXES BASED ON INCOME
The Company's 1994 effective tax rate of 38% differs from the federal
statutory rate of 35% primarily due to state and local income taxes.
