<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1998 Commission file number 1-7088
---------------- ------
AMERICAN BUSINESS PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1030529
- --------------------------------------------------------------------------------
(State of Incorporation) (IRS Employer Identification No.)
2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 953-8300
--------------
Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Common Stock, $2.00 par value 15,946,970 shares
- ----------------------------- ------------------------------
(Class) (Outstanding at June 30, 1998)
<PAGE> 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
NET SALES $ 126,622 $ 128,068
------------ ------------
COST AND EXPENSES
Cost of goods sold 89,618 90,585
Selling and administrative expenses 27,577 27,938
Other charges 5,155 --
------------ ------------
122,350 118,523
------------ ------------
OPERATING INCOME 4,272 9,545
OTHER INCOME (EXPENSE)
Interest expense (1,404) (1,541)
Interest income 1,133 1,060
Miscellaneous - net (509) 888
------------ ------------
(780) 407
------------ ------------
INCOME BEFORE INCOME TAXES 3,492 9,952
PROVISION FOR INCOME TAXES 1,524 3,882
------------ ------------
NET INCOME $ 1,968 $ 6,070
============ ============
EARNINGS PER COMMON SHARE - BASIC $ 0.12 $ 0.37
EARNINGS PER COMMON SHARE - DILUTED $ 0.12 $ 0.37
DIVIDENDS PER COMMON SHARE $ 0.155 $ 0.155
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,122,919 16,413,429
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 16,222,802 16,535,118
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
1998 1997
------------ -------------
<S> <C> <C>
NET SALES $ 259,615 $ 255,116
------------ ------------
COST AND EXPENSES
Cost of goods sold 183,118 180,392
Selling and administrative expenses 57,912 56,341
Other charges 5,155 --
------------ ------------
246,185 236,733
------------ ------------
OPERATING INCOME 13,430 18,383
OTHER INCOME (EXPENSE)
Interest expense (2,559) (3,266)
Interest income 2,221 2,044
Miscellaneous - net (201) 4,610
------------ ------------
(539) 3,388
------------ ------------
INCOME BEFORE INCOME TAXES 12,891 21,771
PROVISION FOR INCOME TAXES 4,977 8,326
------------ ------------
NET INCOME $ 7,914 $ 13,445
============ ============
EARNINGS PER COMMON SHARE - BASIC $ 0.49 $ 0.82
EARNINGS PER COMMON SHARE - DILUTED $ 0.49 $ 0.81
DIVIDENDS PER COMMON SHARE $ 0.31 $ 0.31
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,204,281 16,411,456
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 16,301,991 16,532,630
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
AMERICAN BUSINESS PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- ------------
(Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 75,792 $ 75,092
Accounts receivable, less allowances of
$1,758 and $2,121 59,231 58,522
Inventories 34,614 32,314
Other 7,087 9,987
-------- --------
Total Current Assets 176,724 175,915
PROPERTY, PLANT AND EQUIPMENT - AT COST
Land 2,997 2,954
Buildings and improvements 48,232 43,807
Machinery, equipment and software 112,877 108,665
Construction in progress 4,194 8,597
-------- --------
168,300 164,023
Less accumulated depreciation 80,948 75,065
-------- --------
87,352 88,958
INTANGIBLE ASSETS FROM ACQUISITIONS
Goodwill, less amortization of $5,417 and $4,970 26,785 27,232
Other, less amortization of $5,142 and $4,957 805 990
-------- --------
27,590 28,222
DEFERRED INCOME TAXES 13,408 13,945
OTHER ASSETS 15,444 25,740
-------- --------
TOTAL ASSETS $320,518 $332,780
======== ========
CURRENT LIABILITIES
Accounts payable $ 44,858 $ 48,811
Salaries and wages 8,403 7,789
Profit sharing contributions 1,730 2,730
Current maturities of long-term debt 12,047 12,047
-------- --------
Total Current Liabilities 67,038 71,377
LONG-TERM DEBT 42,642 42,850
SUPPLEMENTAL RETIREMENT BENEFITS 19,828 19,869
POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS 16,644 16,987
STOCKHOLDERS' EQUITY
Common stock - $2 par value; authorized
50,000,000 shares,
issued 16,705,772 and 16,676,932 33,412 33,354
Additional paid-in capital 7,424 7,144
Retained earnings 147,967 145,062
Accumulated other comprehensive income -- 261
-------- --------
188,803 185,821
Less 758,802 and 261,659 shares of common
stock in treasury - at cost 14,437 4,124
-------- --------
174,366 181,697
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $320,518 $332,780
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 7,914 $ 13,445
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,409 6,813
(Gain)/loss on disposition of plant and equipment 3,821 (3,168)
Loss on sale of joint venture investment 1,849 --
Amortization of discount -- (1,110)
Change in assets and liabilities:
(Increase) decrease in accounts receivable (709) 3,050
(Increase) decrease in inventories (2,300) 4,006
(Increase) decrease in other current assets 1,315 (240)
Increase in intangible and other assets (698) (149)
Decrease in accounts payable (3,953) (11,799)
Decrease in other current liabilities (386) (6,309)
Decrease in supplemental retirement benefits
and postemployment benefits (384) (233)
(Increase) decrease in deferred income taxes 537 (134)
-------- --------
Total adjustments 6,501 (9,273)
Net cash provided (used) by operating activities 14,415 4,172
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short-term investment -- (47,207)
Proceeds from sale of short-term investments -- 12,780
Decrease in and liquidation of cash value of life insurance 4,438 1,891
Additions to plant and equipment (10,628) (13,447)
Proceeds from disposition of plant and equipment 3,221 4,259
Proceeds from sale of joint venture investment 4,446 --
-------- --------
Net cash provided (used) in investing activities 1,477 (41,724)
CASH FLOWS FROM FINANCING ACTIVITIES
Reductions of long-term debt (208) (256)
Sales and exchanges of common stock 316 127
Repurchase of common stock (10,291) --
Dividends paid (5,009) (5,086)
-------- --------
Net cash used by financing activities (15,192) (5,215)
Net increase (decrease) in cash and cash equivalents 700 (42,767)
Cash and cash equivalents at beginning of period 75,092 82,516
-------- --------
Cash and cash equivalents at end of period $ 75,792 $ 39,749
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
AMERICAN BUSINESS PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Condensed Consolidated Financial Statements
The condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles which in certain instances require
the use of management's estimates. The information contained in these condensed
consolidated financial statements and notes for the three and six month periods
ended June 30, 1998 and 1997 is unaudited but, in the opinion of management, all
adjustments necessary for a fair presentation of such information have been
made. All such adjustments are of a normal recurring nature. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to applicable rules and regulations of the Securities and Exchange
Commission. The condensed consolidated financial statements included herein
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. Consolidation Policy
The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly-owned. Intercompany
balances and transactions have been eliminated.
3. Nature of Operations
The Company markets envelope products, business forms, labels and other supplies
for business and industry and, except for business forms, manufactures such
supplies; manufactures and distributes hardcover and softcover books for the
publishing industry; and provides extrusion coating and laminating of papers,
films, and nonwoven fabrics for use in medical, industrial and consumer
packaging. The markets for these products are located principally throughout the
continental United States.
4. Earnings Per Share
Basic earnings per common share is based upon the weighted average number of
common shares outstanding during the respective periods. Diluted earnings per
share is based upon the weighted average number of common and common equivalent
shares outstanding during the respective periods. The only common equivalent
shares are those related to stock options outstanding during the respective
periods.
5. New Accounting Standards
In February 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 132, "Employers' Disclosure
about Pensions and Other Postretirement Benefits" ("SFAS No. 132"). This
statement revises employers' disclosures about pensions and other postretirement
benefit plans but does not change the measurement or recognition of those plans.
It standardizes the disclosure requirements to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis and eliminates certain
disclosures that are no longer as useful as they were when FASB Statements No.
87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits, and No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, were issued. This statement is effective for
fiscal years beginning after December 15, 1997.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"). This statement is
effective for financial statements for fiscal years beginning after December 15,
1998. Earlier application is encouraged in fiscal years for which annual
financial statements have not been issued. The Company implemented SOP 98-1 in
the first quarter of 1998.
6
<PAGE> 7
6. Inventories
Inventories consisted of the following at the dates indicated:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
-------- -----------
(Dollars in thousands)
<S> <C> <C>
Products finished or in progress $17,692 $16,076
Raw materials 16,665 15,628
Supplies 257 610
======= =======
$34,614 $32,314
======= =======
</TABLE>
7. Curtis 1000 Europe GmbH
Effective May 12, 1998, the Company sold its investment in Curtis 1000 Europe
GmbH, the Company's European envelope manufacturing joint venture. The Company
accounted for its investment using the equity method. Proceeds from the sale
were approximately $4,446,000, with an additional approximately $418,000 of tax
credits generated in connection with the sale. The Company recorded a loss of
approximately $1,849,000 before tax on the sale in the second quarter of 1998,
which is included in miscellaneous-net income.
8. Other Charges
During the second quarter of 1998, the Company conducted a review of a
custom-designed software system that was being developed by Curtis 1000 Inc.,
the Company's largest office products subsidiary. After extensive review, the
Company decided to discontinue the software development project in favor of
software packages that are now available in the market. Discontinuance of this
project necessitated the Company to record a pre-tax charge of approximately
$5,155,000 to write off the Company's investment in the project. The charge was
recorded in the second quarter of 1998.
9. Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This statement requires
disclosure of total non-shareholder charges in equity in interim periods and
additional disclosure of the components of non-shareholder charges in equity on
an annual basis. Total comprehensive income for the three and six months ended
June 30, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1998 1997
------- -------
(Dollars in thousands)
<S> <C> <C>
Net Income $1,968 $ 6,070
Foreign currency translation adjustments (261) (36)
------ -------
Comprehensive income $1,707 $ 6,034
====== =======
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30,
--------------------------
1998 1997
------- -------
(Dollars in thousands)
<S> <C> <C>
Net Income $ 7,914 $13,445
Foreign currency translation adjustments (261) (36)
------- -------
Comprehensive income $ 7,653 $13,409
======= =======
</TABLE>
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales for the second quarter of 1998 were $126,622,000, a 1.1% decrease from
the $128,068,000 of net sales for the second quarter of 1997. The decreased
sales resulted primarily from a decline at the Company's book printing
subsidiary and a smaller decline at its largest business supplies subsidiary,
Curtis 1000 Inc. ("Curtis") offset by revenue increases at its custom label and
envelope manufacturing subsidiaries. Net sales for the six months ended June 30,
1998 were $259,615,000, an increase of 1.8% from the $255,116,000 of net sales
for the six months ended June 30, 1997. The 1998 year to date increased sales
resulted from revenue gains at the Company's custom label, extrusion coating and
envelope manufacturing subsidiaries offset by a decline at the book printing
subsidiary. Curtis' 1998 year to date sales equaled its 1997 year to date sales.
The Company's gross margin percent was 29.2% for the second quarter of 1998
compared to 29.3% for the second quarter of 1997. The impact on the gross margin
percent in the second quarter of 1998 was primarily due to increased margin at
Curtis resulting from the reorganization of Curtis into five regional profit
centers which has moved decision making closer to customers, the sales force and
the shop floor as well as progress implementing key components of a profit
improvement plan at Curtis. This increased margin was offset by decreased margin
at the Company's book printing subsidiary and the Company's envelope
manufacturing subsidiary. The Company's gross margin percent for the six months
ended June 30, 1998 was 29.5% compared to 29.3% for the six months ended June
30, 1997. The impact on the Company's gross margin percent for the six months
ended June 30, 1998 was caused by the same reasons as the second quarter.
Selling and administrative expenses for the second quarter of 1998 were
$27,577,000, a decrease of 1.3% from the $27,938,000 for the second quarter of
1997. Selling and administrative expenses for the six months ended June 30, 1998
were $57,912,000, a 2.8% increase from the $56,341,000 for the six months ended
June 30, 1997. The six months year to year increase resulted primarily from
charges of $1,415,000 in the first quarter of 1998 related to management changes
at Curtis.
During the second quarter of 1998, the Company conducted a review of a
custom-designed software system that was being developed by Curtis. After
extensive review, the Company decided to discontinue the software development
project in favor of software packages that are now available in the market.
Discontinuance of this project necessitated the Company to record a pre-tax
charge of approximately $5,155,000 to write off the Company's investment in the
project. The charge was recorded in the second quarter of 1998.
Interest expense for the second quarter of 1998 was $1,404,000, a decrease of
8.9% from the $1,541,000 for the second quarter of 1997. Interest expense for
the six months ended June 30, 1998 was $2,559,000, a 21.6% decrease from the
$3,266,000 for the six months ended June 30, 1997. The quarter to quarter and
year to year decreases resulted primarily from a lower interest rate applied to
certain loans secured by Company-owned life insurance policies as well as
reduced long-term debt.
Interest income for the second quarter of 1998 was $1,133,000, an increase of
6.9% from the $1,060,000 for the second quarter of 1997. Interest income for the
six months ended June 30, 1998 was $2,221,000, an increase of 8.7% from the
$2,044,000 for the six months ended June 30, 1997. The quarter to quarter and
year to year increases resulted primarily from improved returns due to
centralizing and automating the Company's cash management systems.
Miscellaneous net expense for the second quarter of 1998 was $509,000 compared
to $888,000 of miscellaneous net income for the second quarter of 1997.
Miscellaneous net expense for the six months ended June 30, 1998 was $201,000,
compared to $4,610,000 of miscellaneous net income for the six months ended June
30, 1997. The second quarter of 1998 and six months ended June 30, 1998 results
include a loss on the sale of the Company's investment in Curtis 1000 Europe
GmbH of approximately $1,849,000 and gains from asset disposals of approximately
$1,159,000. Included in the second quarter of 1997 results were gains from asset
disposals of approximately $728,000. Excluding these items, miscellaneous net
income for the second quarter of 1998 would have been $181,000 and miscellaneous
net income for the second quarter of 1997 would have been $160,000. The six
months ended June 30, 1997 results include gains on asset disposals of
approximately $3,043,000 and Company-owned life insurance policy death benefits
of approximately $964,000. Excluding these items, miscellaneous net income for
the six months ended June 30, 1998 would have been $489,000 and miscellaneous
net income for the six months ended June 30, 1997 would have been $603,000.
8
<PAGE> 9
The Company's effective tax rate was 43.6% and 39.0% for the second quarter of
1998 and second quarter of 1997, respectively. The effective tax rate was 38.6%
and 38.2% for the six month periods ended June 30, 1998 and June 30, 1997,
respectively. The increased rate resulted primarily from reduced tax free
interest income and a reduction in the deductibility of interest on loans
associated with the Company-owned life insurance policies.
Pro Forma Financial Information
The second quarter of 1998 results include charges of $3,048,000 after tax, or
$0.19 per diluted share related to the charge associated with discontinuing the
software development project at Curtis, a loss of $1,431,000 after tax, or $0.09
per diluted share, on the sale of the Company's investment in Curtis 1000 Europe
GmbH, and gains of $291,000 after tax on the sale of real property rendered
redundant to operating needs by the Curtis plant consolidation program. Without
these charges and realty gains the Company would have shown net income of
$6,156,000, or $0.38 per diluted share compared to $6,070,000 or $0.37 per
diluted share in the second quarter of 1997.
The results for the six months ended June 30, 1998 include the above charges and
realty gains as well as charges of $834,000 after tax, or $0.05 per diluted
share, related to management changes at Curtis. Without these charges and realty
gains the Company would have shown net income of $12,936,000, or $0.79 per
diluted share.
The results for the six months ended June 30, 1997 include gains of $1,395,000
after tax on the sale of realty rendered redundant by the Curtis plant
consolidation program. Without these gains the Company would have shown net
income of $12,050,000, or $0.73 per diluted share.
Financial Condition
Stockholders' equity decreased $7,331,000 in the first six months of 1998 due
primarily to share repurchases by the Company and totaled $174,366,000 at June
30, 1998.
Cash and cash equivalents increased $700,000 during the first six months of 1998
and totaled $75,792,000 at June 30, 1998. Operating activities provided
$14,415,000 in cash during the first six months of 1998. Other sources of cash
were reductions in the cash value of life insurance policies owned by the
Company of $4,438,000, proceeds from disposal of property and equipment of
$3,221,000, and proceeds from the sale of the Company's investment in Curtis
1000 Europe GmbH of $4,446,000. Cash was used to purchase $10,628,000 of
property, plant and equipment, reduce long-term debt by $208,000, repurchase
$10,291,000 of common stock and pay $5,009,000 in dividends.
The Company maintains a revolving credit agreement (the "Credit Agreement") with
a bank providing for loans up to $50,000,000 at interest rates related to prime
and Eurocurrency rates. At June 30, 1998 there were no borrowings under this
Credit Agreement. Curtis has borrowed $6,460,000 through a variable interest
rate industrial revenue bond (the "Bond"), due May 1, 2031. The interest rate
on the Bond was 3.70% at June 30, 1998. The Bond is supported by a letter of
credit issued pursuant to the Credit Agreement which commensurately reduces the
balance available to the Company under the Credit Agreement.
The Company believes its liquid current assets, internal cash flow, availability
of additional borrowing under its existing loan agreements, and to the extent
necessary, additional external financing, should adequately meet the Company's
needs for the foreseeable future.
In December 1997, the Company announced plans to purchase up to 1.7 million
shares or approximately 10% of its outstanding common stock through negotiated
transactions and open market purchases. As of June 30, 1998, the Company had
acquired 522,400 shares at a cost of approximately $10,856,000.
Year 2000 Compliance
The Year 2000 issue is the result of potential problems with computer systems
or any equipment with computer chips that use dates where the date has been
stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock or
date recording mechanism, including date sensitive software which uses only two
digits to represent the year, may recognize a date using 00 as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of operations, including among other things,
a temporary inability to process transactions, send invoices, or engage in
similar activities.
The Company has reviewed its principal financial and manufacturing information
technology systems and is currently reviewing other systems such as machinery
microcontrollers to determine compliance with the Year 2000. The Company has
developed a plan of action intended to correct or replace those systems not in
compliance, which the Company expects to complete by June 30, 1999. The Company
is using and expects to continue to use both internal and external resources for
its planned correction, replacement and testing of systems. The project is
estimated to cost approximately $24 million. Approximately 80 percent of the
estimated spending relates to the replacement of older systems with new systems
which are expected to improve functionality, usefulness and efficiency of
information processing at the Company. Costs associated with correcting existing
systems will be expensed as incurred. Costs associated with replacing older
systems with modern systems, which will be Year 2000 compliant, will be treated
as period expense or capitalized and amortized in accordance with applicable
accounting standards and Company policy.
The Company also conducts business electronically and otherwise with external
parties, including suppliers, customers and financial service organizations. The
Company is currently contacting external parties to determine the extent to
which the Company may be vulnerable to those third parties' failure to remediate
their own Year 2000 issue.
Failure to successfully execute the Company's Year 2000 compliance plans on a
timely basis or the failure of external parties to achieve Year 2000 compliance
on a timely basis could have a material adverse impact on the Company's
financial position and results of operations.
9
<PAGE> 10
Risks and Uncertainties
Except for historical information contained herein, the matters set forth in
this report, including but not limited to statements regarding the Company's
expectations, hopes, intentions, or strategies regarding the future, are forward
looking statements that involve certain risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements. The Company assumes no obligation to update any such forward looking
statements. The Company's expectations respecting future sales and profits
assume, among other things, reasonable continued growth in the general economy
which affects demand for the Company's products. Future profits may vary from
the Company's expectations due to factors such as possible future adjustments to
the Company's profit improvement plans, particularly at BookCrafters USA, Inc.
and Curtis, as the effects of implementing these plans are realized.
The costs and benefits of the Company's plant consolidation and order processing
redesign programs may vary from the Company's expectations due to factors such
as: the extent of management's ability to control and ultimately eliminate
duplication of costs, inefficiencies, overheads, and operating bottlenecks
associated with the transfer of production from closed to continuing plants; the
extent of the Company's ability to complete the development and implementation
of order entry automation programs within expected time and cost constraints;
and the difficulties inherent in forecasting the operating results of operating
modes different from those that exist at the time the forecasts are made.
Although the Company believes its plan to achieve timely Year 2000 compliance is
reasonable based on known facts and circumstances it remains possible that,
dependent on future events such as availability in the labor force of
information systems programmers and other information systems personnel,
responsiveness of third parties beyond the Company's control such as system
vendors, service suppliers, and others with whom the Company interacts and the
capabilities of the information systems which the Company intends to utilize,
achieving Year 2000 compliance may take longer or cost more than the Company
anticipates.
Accounting Standards
In February 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 132, " Employers' Disclosure
about Pensions and Other Postretirement Benefits" ("SFAS No. 132"). This
statement revises employers' disclosure about pensions and other postretirement
benefit plans but does not change the measurement or recognition of those plans.
It standardizes the disclosure requirements to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis and eliminates certain
disclosures that are no longer as useful as they were when FASB Statements No.
87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits, and No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, were issued. This statement is effective for
fiscal years beginning after December 15, 1997.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"). This statement is
effective for financial statements for fiscal years beginning after December
15,1998. Earlier application is encouraged in fiscal years for which annual
statements have not been issued. The Company implemented SOP 98-1 in the first
quarter of 1998.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders
The 1998 Annual Meeting of Shareholders of the Company was held on May 8, 1998,
and proxies were solicited under Regulation 14A of the Securities Exchange Act
of 1934.
The following nominees for director were elected to serve as director until the
2001 Annual Meeting of Shareholders:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
-------- --- --------
<S> <C> <C>
Larry L. Gellerstedt, III 14,057,653 74,560
Hollis L. Harris 14,071,304 60,909
W. Stell Huie 13,954,824 177,389
James F. McDonald 14,069,303 62,910
</TABLE>
The following directors continued in office as directors after the 1998 Annual
Meeting for the following terms:
<TABLE>
<CAPTION>
DIRECTORS TERM EXPIRES
--------- ------------
<S> <C>
Henry Curtis, VII 1999
C. Douglas Miller 1999
G. Harold Northrop 1999
F. Duane Ackerman 2000
Thomas F. Keller 2000
Daniel W. McGlaughlin 2000
William B. Stokely, III 2000
</TABLE>
The shareholders also voted upon and approved an amendment to the Company's 1993
Directors Stock Incentive Plan to increase the aggregate number of shares
authorized for issuance under the plan from 225,000 to 425,000 shares and to
make other operative changes.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
13,183,676 808,169 140,368
</TABLE>
Another matter which was voted upon and approved during the 1998 Annual Meeting
was a proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors to audit the financial statements of the Company for the 1998 fiscal
year.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
13,415,552 27,212 689,449
</TABLE>
With respect to each of the foregoing matters, there were no broker non-votes.
Item 5. Other Information
To propose proper business from the floor for consideration at the 1999 Annual
Meeting, other than by inclusion in the Proxy Statement and form of proxy
pursuant to Rule 14a-8, a shareholder must provide the Company with written
notice. The proponent shareholder must provide such notice to the Secretary at
the Company's headquarters not later than November 20, 1998. The notice must
satisfy the requirements set out in Article II, Section 1 and Article III,
Section 2, respectively, of the Bylaws of the Company. The Company will provide
copies of those requirements to any shareholder upon written request to the
Secretary.
11
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Second Amendment to the 1993 Directors Stock
Incentive Plan (Incorporated herein by reference to
Exhibit 10.3 to Registrant's Registration Statement
on Form S-8 (Registration No. 333-58901)).
27 Financial Data Schedules for Second Quarter 1998 10-Q
(for SEC use only)
</TABLE>
b. Reports on Form 8-K.
On May 26, 1998, the Company filed a Current Report on Form 8-K to
report that it had sold its investment in the Company's European
envelope manufacturing joint venture, Curtis 1000 Europe GmbH, and to
announce a decision to pursue a new less costly solution for order
entry systems at Curtis 1000 Inc.
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.
AMERICAN BUSINESS PRODUCTS, INC.
(Registrant)
Date: August 6, 1998
/s/ Richard G. Smith
----------------------------
Richard G. Smith
Vice President
and Chief Financial Officer
/s/ Raymond J. Wilson
----------------------------
Raymond J. Wilson
Corporate Controller
12
<PAGE> 13
AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.1 Second Amendment to the 1993 Directors Stock Incentive Plan
(Incorporated herein by reference to Exhibit 10.3 to
Registrant's Registration Statement on Form S-8 (Registration
No. 333-58901)).
27 Financial Data Schedules for Second Quarter 1998 10-Q (for SEC
use only)
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN BUSINESS PRODUCTS, INC. FOR THE SIX MONTHS
ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 75,792
<SECURITIES> 0
<RECEIVABLES> 60,989
<ALLOWANCES> 1,758
<INVENTORY> 34,614
<CURRENT-ASSETS> 176,724
<PP&E> 168,300
<DEPRECIATION> 80,948
<TOTAL-ASSETS> 320,518
<CURRENT-LIABILITIES> 67,038
<BONDS> 0
0
0
<COMMON> 33,412
<OTHER-SE> 140,954
<TOTAL-LIABILITY-AND-EQUITY> 320,518
<SALES> 259,615
<TOTAL-REVENUES> 259,615
<CGS> 183,118
<TOTAL-COSTS> 246,185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,559
<INCOME-PRETAX> 12,891
<INCOME-TAX> 4,977
<INCOME-CONTINUING> 7,914
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,914
<EPS-PRIMARY> .49
<EPS-DILUTED> .49
</TABLE>
