<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, 1996
Commission File Number 1-5277
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: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
52,609,489 shares of Common Stock, $.10 par value on July 30, 1996
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements (enclosed as Exhibit 19) 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, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER 1996
Net Sales for the second quarter of 1996 were $411.9 million compared to
$383.2 million for the second quarter of 1995, an increase of 7.5 percent or
$28.7 million. Net Income was $25.2 million for the second quarter of 1996
compared to $21.1 million for the same quarter in 1995, an increase of 19.3
percent.
In the second quarter of 1996, the Company completed the acquisition of the
Perfecseal Division of Paper Manufacturers Company and is integrating all of its
medical packaging activities under the Perfecseal name. Excluding non-
comparable operating results of business acquisitions and dispositions from both
1995 and 1996, second quarter Net Sales showed an increase of $8.0 million or
2.1 percent and operating profit showed an increase of $3.2 million or 7.5
percent.
Both the Flexible Packaging and the Specialty Coated and Graphics Products
Lines of Business had increases in Net Sales and Operating Profits over the
second quarter of 1995 as well as the first quarter of 1996. The results for
the quarter were favorably affected by improving demand in certain markets,
higher gross margins reflecting a more stable raw material price environment,
the introduction of new products, and continuing penetration of key markets.
Strong improvement was achieved in the Company's plastic packaging operations
which account for over half of the Company's sales. Results were especially
strong again in the quarter in polyethylene packaging which experienced
excellent unit volume gains. This division also had very strong performance by
its Banner Packaging unit which was acquired in the fourth quarter of 1995. In
other packaging activities, paper packaging results continued to be down
moderately from a year ago, and packaging machinery operations continued to
experience the same cyclical weakness which was present in the first quarter.
Results for the quarter in the pressure-sensitive materials business improved
over a very strong quarter last year. Increased unit volume in the U.S., better
performance in Europe, and the introduction of new products contributed to the
good results.
Cost of Products sold increased 5.4 percent compared to Net Sales increases of
7.5 percent. This favorable comparison results from an improved raw material
price environment compared to a year ago.
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
Selling, General, and Administrative Expenses were up 11.9 percent principally
due to increased cost associated with business unit acquisitions together with
generally higher selling and administrative costs.
Increasing debt levels, associated with the acquisition of the Perfecseal
Division of Paper Manufacturers Company, partially offset by lower interest
rates, account for the $.7 million rise in Interest Expense compared to the
second quarter of 1995.
Income Tax expense increased $2.5 million or 19.7 percent in line with increases
in pretax income.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1996
Net Sales for the six-month period of 1996 were $797.5 million compared to
$751.7 million for the same period in 1995, an increase of 6.1 percent. Net
Income was $46.9 million for 1996 compared to $37.2 million for the same six-
month period in 1995, an increase of 26.1 percent. Excluding non-comparable
operating results of business acquisitions and dispositions from the first half
of 1995 and 1996, Net Sales showed an increase of $14.5 million or 2.0 percent
and operating profit showed an increase of $.4 million or .5 percent.
Cost of Products sold increased 4.8 percent compared to Net Sales increases
of 6.1 percent reflecting a more stable and favorable raw material price
environment.
Increasing debt levels, associated with the acquisition of the Perfecseal
Division of Paper Manufacturers Company, partially offset by lower interest
rates, account for the $.5 million rise in Interest Expense compared to the
first half of 1995.
Other Income increased $4.0 million largely due to the gain on the sale of
Hayssen's Paper Packaging Machinery Division in January 1996.
Pretax Income increased $15.7 million, or 26.3 percent. Excluding the one-
time gain related to the disposition of Hayssen's Paper Packaging Machinery
Division, Pretax Income increased $11.4 million, or 19.1 percent from the same
period of 1995.
- 3 -
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL CONDITION
A statement of cash flow for the six months ended June 30, 1996, is as
follows:
Millions
--------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................. $ 46.9
Non-cash items:
Depreciation and amortization............................ 34.5
Minority interest ....................................... 2.1
Deferred income taxes, non-current ...................... 1.1
Net increase in working capital items ................... (31.0)
Net change in deferred charges and credits .............. 4.4
Other.................................................... 0.2
--------
Net cash provided by operating activities.................... 58.2
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment....................... (48.9)
Business acquisition...................................... (63.4)
Business divestiture...................................... 12.8
Proceeds from sale of property and equipment.............. 1.2
--------
Net cash used in investing activities........................ (98.3)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in long-term debt.................................. 68.7
Change in short-term debt................................. (0.9)
Cash dividends paid....................................... (20.8)
Stock incentive programs.................................. 0.1
--------
Net cash provided by financing activities.................... 47.1
--------
Effect of exchange rates..................................... (2.0)
--------
Net increase in cash......................................... $ 5.0
--------
--------
- 4 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant's 1996 Annual Meeting of Shareholders was held on May 2,
1996.
(c) (1) The shareholders voted for three director nominees for three-year
terms. The vote was as follows:
Name of Candidate Votes For Votes Against Votes Withheld
----------------- ---------- -------------- --------------
John H. Roe 42,752,066 17,084 501,307
Edward N. Perry 42,747,779 21,371 505,594
Loring W. Knoblauch 42,732,321 36,829 521,052
There were 213,711 abstentions and no broker non-votes.
(2) The shareholders voted to ratify the appointment of Price
Waterhouse LLP as independent auditors for the 1996 fiscal year.
The vote was 42,850,063 for, 421,943 against and 195,077 abstentions.
There were no broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3(a) Articles of Incorporation of the Registrant, as amended. (1)
3(b) By-Laws of the Registrant, as amended. (4)
4(a) Rights Agreement, dated as of August 3, 1989, between the
Registrant and Norwest Bank Minnesota, National Association. (2)
4(b) Form of Indenture dated as of June 15, 1995, between the
Registrant and First Trust National Association, as Trustee. (5)
10(a) Bemis Company, Inc. 1987 Stock Option Plan. *(1)
10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. *(3)
10(c) Bemis Company, Inc. 1984 Stock Award Plan .*(4)
10(d) Bemis Retirement Plan, as amended effective January 1,
1994.*(4)
10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20,
1988.*(4)
- 5 -
<PAGE>
PART II - OTHER INFORMATION
10(f) Bemis Executive Incentive Plan dated April 1, 1990.*(4)
10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan.*(4)
10(h) Amended and Restated Credit Agreement among the Registrant, the
Banks Listed therein and Morgan Guaranty Trust Company of New York,
as Agent, originally dated as of August 1, 1986, Amended and Restated
as of August 1, 1991, as amended by amendment No. 1 dated as of
May 1, 1992, as amended by Amendment No. 2 dated December 1, 1992, as
amended by Amendment No. 3 dated January 22, 1993, as amended by
Amendment No. 4 dated March 15, 1994, as amended by Amendment No. 5
dated June 1, 1994; and as amended by Amendment No. 6 dated
February 1, 1995. (4)
19 Financial Statements Furnished to Security Holders.
27 Financial Data Schedule (EDGAR electronic filing only).
(b) There were no reports on Form 8-K filed during the second quarter ended
June 30, 1996.
-----------
*Management contract, compensatory plan or arrangement filed pursuant to
Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities Exchange
Act of 1934.
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (File No. 33-50560).
(2) Incorporated by reference to the Registrant's Registration Statement
on Form 8-A dated August 4, 1989 (File No. 0-1387).
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (File No. 33-80666).
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 1994 (File No. 1-5277).
(5) Incorporated by reference to the Registrant's Current Report on Form
8-K dated June 30, 1995 (File No. 1-5277).
- 6 -
<PAGE>
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 12, 1996 \s\LeRoy F. Bazany
-------------------- ----------------------
LeRoy F. Bazany, Vice President
and Controller
Date August 12, 1996 \s\Benjamin R. Field, III
--------------------- -----------------------------
Benjamin R. Field, III, Senior Vice
President, Chief Financial
Officer and Treasurer
- 7 -
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
3(a) Articles of Incorporation of the Registrant, as amended. (1)
3(b) By-Laws of the Registrant, as amended. (4)
4(a) Rights Agreement, dated as of August 3, 1989, between the Registrant
and Norwest Bank Minnesota, National Association. (2)
4(b) Form of Indenture dated as of June 15, 1995, between the Registrant and
First Trust National Association, as Trustee. (5)
10(a) Bemis Company, Inc. 1987 Stock Option Plan. * (1)
10(b) Bemis Company, Inc. 1994 Stock Incentive Plan. * (3)
10(c) Bemis Company, Inc. 1984 Stock Award Plan. * (4)
10(d) Bemis Retirement Plan, as amended effective January 1, 1994. * (4)
10(e) Bemis Company, Inc. Supplemental Retirement Plan dated October 20,
1988. * (4)
10(f) Bemis Executive Incentive Plan dated April 1, 1990. * (4)
10(g) Bemis Company, Inc. Long Term Deferred Compensation Plan. * (4)
10(h) Amended and Restated Credit Agreement among the Registrant, the Banks
Listed therein and Morgan Guaranty Trust Company of New York as
Agent, originally dated as of August 1, 1986, Amended and Restated as
of August 1, 1991, as amended by Amendment No. 1 dated as of May 1,
1992, as amended by Amendment No. 2 dated December 1, 1992, as amended
by Amendment No. 3 dated January 22, 1993, as amended by Amendment
No. 4 dated March 15, 1994, as amended by Amendment No. 5 dated June 1,
1994; and as amended by Amendment No. 6 dated February 1, 1995. (4)
19 Reports Furnished to Security Holders.
27 Financial Data Schedule (EDGAR electronic filing only).
-------------
* Management contract, compensatory plan or arrangement filed pursuant to
Rule 601(b)(10)(iii)(A) of Regulation S-K under the Securities
Exchange Act of 1934.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (File No. 33-50560).
(2) Incorporated by reference to the Registrant's Registration Statement
on Form 8-A dated August 4, 1989 (File No. 0-1387).
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (File No. 33-80666).
(4) Incorporated by reference to the Registrant's Annual Report on
Form 10-K/A for the year ended December 31, 1994 (File
No. 1-5277).
(5) Incorporated by reference to the Registrant's Current Report on
Form 8-K dated June 30, 1995 (File No. 1-5277).
- 8 -
<PAGE>
EXHIBIT 19 - 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
---------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . $411,945 $383,180 $797,456 $751,731
Costs and expenses:
Cost of products sold . . . . . . . . 315,961 299,650 618,682 590,342
Selling, general and
administrative expenses. . . . . . 48,376 43,232 93,517 88,565
Research and development. . . . . . . 2,816 2,851 6,461 6,108
Interest expense. . . . . . . . . . . 3,484 2,738 6,233 5,767
Other (income). . . . . . . . . . . . (257) (265) (4,795) (803)
Minority interest in net income . . . 1,149 1,144 2,042 2,132
------- ------- ------- -------
Income before income taxes. . . . . . 40,416 33,830 75,316 59,620
Taxes based on income - cash. . . . . 14,225 12,404 27,066 19,992
Taxes based on income - deferred. . . 975 296 1,334 2,408
------- ------- ------- -------
Net income. . . . . . . . . . . . . . . $ 25,216 $ 21,130 $ 46,916 $ 37,220
------- ------- ------- -------
------- ------- ------- -------
Earnings per share of common stock. . . $.47 $.41 $.88 $.72
------- ------- ------- -------
------- ------- ------- -------
Cash dividends paid . . . . . . . . . . $.18 $.16 $.36 $.32
------- ------- ------- -------
------- ------- ------- -------
Average common shares and common
stock equivalents outstanding . . . . 53,337 52,018 53,270 51,948
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
<PAGE>
EXHIBIT 19 - 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 1996 1995
---- ----
<S> <C> <C>
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,046 $ 22,032
Accounts receivable - net . . . . . . . . . . . . . . . . . . . . . . 217,112 201,725
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,790 178,085
Prepaid expenses and deferred charges . . . . . . . . . . . . . . . . 41,080 40,432
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 469,028 442,274
-------- --------
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . 551,864 534,551
Excess of cost of investments in subsidiaries over net
assets acquired . . . . . . . . . . . . . . . 95,416 42,437
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,520 11,333
-------- --------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,936 53,770
-------- --------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,127,828 $1,030,595
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 1,706 $ 3,405
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . 1,873 1,080
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 163,139 163,692
Accrued salaries and wages. . . . . . . . . . . . . . . . . . . . . . 29,725 29,128
Accrued income and other taxes. . . . . . . . . . . . . . . . . . . . 18,358 21,910
-------- --------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 214,801 219,215
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 235,160 166,435
Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,889 49,758
Other liabilities and deferred credits. . . . . . . . . . . . . . . . 58,463 53,943
-------- --------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 559,313 489,351
-------- --------
Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . 29,245 28,436
STOCKHOLDERS' EQUITY:
Common stock (57,897,316 and 57,811,966 shares) . . . . . . . . . . 5,790 5,781
Capital in excess of par value. . . . . . . . . . . . . . . . . . . 149,284 147,119
Retained income . . . . . . . . . . . . . . . . . . . . . . . . . . 524,230 496,252
Cumulative translation adjustment . . . . . . . . . . . . . . . . . 6,815 10,505
Common stock held in treasury (5,244,627 and 5,244,617 shares). . . (146,849) (146,849)
-------- --------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . 539,270 512,808
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . $1,127,828 $1,030,595
---------- ----------
---------- ----------
</TABLE>
<PAGE>
EXHIBIT 19 - 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
------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 46,916 $37,220
NON-CASH ITEMS:
Depreciation and amortization . . . . . . . . . . . . . . . . 34,514 29,822
Minority interest . . . . . . . . . . . . . . . . . . . . . . 2,042 2,132
Deferred income taxes, non-current portion. . . . . . . . . . 1,097 2,443
Loss on sale of property and equipment. . . . . . . . . . . . 157 20
-------- -------
Cash provided by operations . . . . . . . . . . . . . . . . . . 84,726 71,637
Net change in receivables, inventories,
prepaid expenses and payables . . . . . . . . . . . . . . . . (30,958) (12,176)
Net change in deferred charges and credits. . . . . . . . . . . 4,423 1,646
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 482
-------- -------
Net cash provided by operating activities . . . . . . . . . . . 58,191 61,589
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment . . . . . . . . . . . . . . (48,870) (48,143)
Business acquisition. . . . . . . . . . . . . . . . . . . . . . (63,393)
Business divestiture. . . . . . . . . . . . . . . . . . . . . . 12,752
Proceeds from sale of property and equipment. . . . . . . . . . 1,161 1,752
Change in long-term receivables . . . . . . . . . . . . . . . . 16 (17)
-------- -------
Net cash used in investing activities . . . . . . . . . . . . . (98,334) (46,408)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in long-term debt. . . . . . . . . . . . . . . . . . . . 68,725 (163)
Change in short-term debt . . . . . . . . . . . . . . . . . . . (906) (630)
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . (18,938) (16,477)
Subsidiary dividends to minority stockholders . . . . . . . . . (1,841)
Stock incentive programs. . . . . . . . . . . . . . . . . . . . 115 3,449
-------- -------
Net cash (used) provided by financing activities. . . . . . . . 47,155 (13,821)
-------- -------
Effect of exchange rates on cash. . . . . . . . . . . . . . . . (1,998) 2,051
-------- -------
Net increase in cash. . . . . . . . . . . . . . . . . . . . . . $ 5,014 $ 3,411
-------- -------
-------- -------
</TABLE>
<PAGE>
EXHIBIT 19 - FINANCIAL STATEMENTS FURNISHED TO SECURITY HOLDERS
BEMIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TAXES BASED ON INCOME
The Company's 1996 effective tax rate of 38% differs from the federal
statutory rate of 35% primarily due to state and local income taxes.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the June 30,
1996, Consolidated Statement of Income and Consolidated Balance Sheet and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 27,046
<SECURITIES> 0
<RECEIVABLES> 217,112
<ALLOWANCES> 0
<INVENTORY> 183,790
<CURRENT-ASSETS> 469,028
<PP&E> 850,475
<DEPRECIATION> (298,611)
<TOTAL-ASSETS> 1,127,828
<CURRENT-LIABILITIES> 214,801
<BONDS> 235,160
0
0
<COMMON> 5,790
<OTHER-SE> 533,480
<TOTAL-LIABILITY-AND-EQUITY> 1,127,828
<SALES> 797,456
<TOTAL-REVENUES> 797,456
<CGS> 618,682
<TOTAL-COSTS> 618,682
<OTHER-EXPENSES> (4,795)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,233
<INCOME-PRETAX> 75,316
<INCOME-TAX> 28,400
<INCOME-CONTINUING> 46,916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,916
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
