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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
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<S> <C>
For Quarterly Period Ended March 31, 1999 Commission file number 1-7088
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</TABLE>
AMERICAN BUSINESS PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-1030529
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(State of Incorporation) (IRS Employer Identification No.)
2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 953-8300
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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
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Title of each class
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Common Stock, $2.00 par value 15,072,295 shares of Common Stock,
-----------------------------------
$2.00 par value per share
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Common Stock Purchase Rights (Outstanding at March 31, 1999)
Page 1 of 15
Exhibit Index on Page 15
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)
(Dollars in thousands except per share data)
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<CAPTION>
1999 1998
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<S> <C> <C>
NET SALES $ 111,939 $ 119,094
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COST AND EXPENSES
Cost of goods sold 79,601 83,077
Selling and administrative expenses 24,982 26,796
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104,583 109,873
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OPERATING INCOME 7,356 9,221
Miscellaneous - net 342 255
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INCOME BEFORE INTEREST AND INCOME TAXES 7,698 9,476
INTEREST INCOME (EXPENSE)
Interest expense (1,042) (1,335)
Interest income 688 1,071
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(354) (264)
INCOME BEFORE INCOME TAXES 7,344 9,212
PROVISION FOR INCOME TAXES 2,592 3,373
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INCOME FROM CONTINUING OPERATIONS 4,752 5,839
DISCONTINUED OPERATION
Income from operations - net of income taxes of $80 -- 107
Loss on disposal - net of income tax benefit of $542 (1,513) --
------------ ---------------
NET INCOME $ 3,239 $ 5,946
============ ===============
PER COMMON SHARE
Income from continuing operations
Basic $ 0.31 $ 0.36
Diluted $ 0.31 $ 0.36
Income (loss) from discontinued operation
Basic $ (0.10) $ 0.01
Diluted $ (0.10) $ 0.01
Net Income
Basic $ 0.21 $ 0.37
Diluted $ 0.21 $ 0.36
DIVIDENDS PER COMMON SHARE $ 0.165 $ 0.155
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 15,372,685 16,286,548
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 15,412,854 16,383,622
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 41,771 $ 60,034
Accounts receivable, less allowances of
$1,261 and $1,133 54,925 50,398
Inventories 31,122 32,044
Net assets of discontinued operation 12,955 15,000
Other 10,209 8,735
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Total Current Assets 150,982 166,211
PROPERTY, PLANT AND EQUIPMENT - AT COST
Land 2,523 2,523
Buildings and improvements 38,511 38,115
Machinery, equipment and software 89,469 82,252
Construction in progress 9,702 12,091
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140,205 134,981
Less accumulated depreciation 60,221 57,640
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79,984 77,341
INTANGIBLE ASSETS FROM ACQUISITIONS
Goodwill, less amortization of $6,087 and $5,863 26,115 26,339
Other, less amortization of $5,421 and $5,328 526 619
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26,641 26,958
DEFERRED INCOME TAXES 14,729 14,724
OTHER ASSETS 15,071 16,010
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TOTAL ASSETS $287,407 $301,244
======== ========
CURRENT LIABILITIES
Accounts payable $ 41,682 $ 45,881
Salaries and wages 7,614 9,442
Profit sharing contributions 877 3,473
Current maturities of long-term debt 8,789 8,833
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Total Current Liabilities 58,962 67,629
LONG-TERM DEBT 33,959 34,016
SUPPLEMENTAL RETIREMENT BENEFITS 20,488 20,418
POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS 16,310 16,441
STOCKHOLDERS' EQUITY
Common stock - $2 par value; authorized 50,000,000 shares,
issued 16,761,897 and 16,740,197 shares 33,524 33,480
Additional paid-in capital 8,558 8,169
Retained earnings 147,518 146,824
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189,600 188,473
Less 1,689,602 and 1,330,102 shares of common
stock in treasury - at cost 31,912 25,733
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157,688 162,740
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $287,407 $301,244
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN BUSINESS PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)
(Dollars in thousands)
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<CAPTION>
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES
Continuing operations
Income from continuing operations $ 4,752 $ 5,839
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Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 3,402 3,077
(Gain)/loss on disposition of plant and equipment 40 (1)
Change in assets and liabilities, excluding effects of dispositions:
Increase in accounts receivable (4,527) (3,018)
(Increase) decrease in inventories 922 (1,093)
(Increase) decrease in other current assets (742) 5,803
Increase in intangible and other assets (122) (10)
Decrease in accounts payable (2,947) (2,809)
Decrease in other current liabilities (3,514) (1,681)
Decrease in supplemental retirement benefits and postemployment benefits (61) (227)
Increase in deferred income taxes (1) (251)
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Total adjustments (7,550) (210)
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Net cash provided (used) by continuing operations (2,798) 5,629
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Discontinued operation
Income (loss) from discontinued operation (1,513) 107
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 725 647
Write-down of assets to net realizable value 1,156 --
Change in assets and liabilities:
(Increase) decrease in accounts receivable 1,030 (694)
(Increase) decrease in inventories (292) 104
Increase in other current assets (865) (275)
(Increase) decrease in intangible and other assets 43 (105)
Increase (decrease) in accounts payable (644) 134
Increase (decrease) in other current liabilities 38 (228)
Decrease in supplemental retirement benefits and postemployment benefits -- 29
(Increase) decrease in deferred income taxes (4) 12
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Total adjustments 1,187 (376)
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Net cash used by discontinued operation (326) (269)
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Net cash provided (used) by operating activities (3,124) 5,360
CASH FLOWS FROM INVESTING ACTIVITIES
Continuing operations
Decrease in and liquidation of cash value of life insurance 1,061 3,744
Additions to property, plant and equipment (6,011) (4,934)
Proceeds from disposition of property, plant and equipment 47 46
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(4,903) (1,144)
Discontinued operation
Additions to property, plant and equipment (1,844) (2,039)
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Net cash used by investing activities (6,747) (3,183)
CASH FLOWS FROM FINANCING ACTIVITIES
Continuing operations
Reductions of long-term debt (57) (60)
Sales and exchanges of common stock 433 207
Repurchase of common stock (6,179) (5,988)
Dividends paid (2,545) (2,505)
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(8,348) (8,346)
Discontinued operation
Reductions of long-term debt (44) (44)
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Net cash used by financing activities (8,392) (8,390)
Net decrease in cash and cash equivalents (18,263) (6,213)
Cash and cash equivalents at beginning of period 60,034 75,092
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Cash and cash equivalents at end of period $ 41,771 $ 68,879
======== ========
See accompanying notes to condensed consolidated financial statements
</TABLE>
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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 month periods ended
March 31, 1999 and 1998 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, 1998.
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 operates two businesses: specialty packaging and printed office
products. The Company's specialty packaging business is comprised of three
segments: the extrusion of polyethylene and other materials onto papers and
nonwovens used in packaging and other products, the manufacture of soft packages
including Tyvek(R) mailers, and the manufacture of labels. The Company's printed
office products business is comprised of a single segment which supplies
custom-printed envelopes and labels, digital document services and business
forms. The markets for these products are located principally throughout the
continental United States.
4. Earnings Per Common Share
Basic earnings per common share is based upon the weighted average number of
common shares outstanding during the respective periods. Diluted earnings per
common 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. Inventories
Inventories consisted of the following at the dates indicated:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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(Unaudited)
(Dollars in thousands)
<S> <C> <C>
Products finished or in progress $ 17,571 $ 17,118
Raw materials 16,130 16,740
Supplies 73 615
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33,774 34,473
Inventory obsolescence reserve (2,652) (2,429)
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Net inventory $ 31,122 $ 32,044
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5
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6. Comprehensive Income
For the three months ended March 31, 1999 and 1998, net income and comprehensive
income were the same.
7. Acquisition
On March 18, 1999, the Company announced that it had signed a definitive
agreement to acquire substantially all of the property, rights and assets of
Tekkote Corp., a manufacturer of coated and printed products for use in
packaging and related fields. The acquisition is expected to be completed during
the second quarter of 1999 and will be accounted for as a purchase. Tekkote's
annual revenues are approximately $30 million and will be reported as part of
the extrusion coating and laminating segment.
8. Discontinued Operation
On December 21, 1998, the Company announced its plan to sell the business of
BookCrafters USA, Inc., its hardcover and softcover book manufacturing and
distribution segment, to a third party. Accordingly, the segment has been
accounted for as a discontinued operation and prior period financial statements
have been restated. The Company expects to dispose of the business by the end of
1999.
In the first quarter of 1999, the Company recorded an additional estimated loss
of $1,513,000 after tax for the disposal of the segment. The loss was based on
the estimated proceeds from the disposal and estimated operating results during
the phase-out period.
The following are the components of the net assets for discontinued operations
of BookCrafters USA, Inc.:
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<CAPTION>
(in thousands) March 31, December 31,
1999 1998
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(Unaudited)
<S> <C> <C>
Current net assets:
Accounts receivable $ 8,432 $ 9,463
Inventory 2,775 2,483
Other assets 137 5
Accounts payable (4,293) (3,730)
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Total net current assets 7,051 8,221
Long-term assets:
Property, plant and equipment, net of accumulated
depreciation of $21,444 and $20,719 5,849 6,682
Other long-term 55 97
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Total long-term assets 5,904 6,779
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Net assets of discontinued operation $ 12,955 $ 15,000
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</TABLE>
Assets are shown at their net realizable values and liabilities are
shown at their face amounts.
Summarized income statement information for BookCrafters USA, Inc. is as
follows (unaudited):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDING MARCH 31, 1999 1998
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(in thousands)
<S> <C> <C>
Net sales $ 11,386 $ 11,978
Operating income (loss) (888) 165
</TABLE>
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9. Business Segment Information
<TABLE>
<CAPTION>
(in thousands) Net External Net Internal Operating
THREE MONTHS ENDED MARCH 31, 1999 Sales Sales Profit
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<S> <C> <C> <C>
Extrusion Coating & Laminating $ 28,856 $ 324 $ 2,325
Soft Packaging 23,249 1,586 1,881
Labels 15,232 1,611 2,176
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Total Specialty Packaging Business 67,337 3,521 6,382
Printed Office Products 44,602 -- 2,008
Corporate -- -- (692)
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Total $111,939 $3,521 $ 7,698
======== ====== =======
THREE MONTHS ENDED MARCH 31, 1998
Extrusion Coating & Laminating $ 31,311 $ 189 $ 3,372
Soft Packaging 21,661 1,846 1,137
Labels 14,809 1,192 2,910
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Total Specialty Packaging Business 67,781 3,227 7,419
Printed Office Products 51,313 -- 2,701
Corporate -- -- (644)
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Total $119,094 $3,227 $ 9,476
======== ====== =======
</TABLE>
In all material respects, the Company accounts for intercompany sales and
transfers as if the sales or transfers were to third parties.
Operating profit for each segment is adjusted income before interest and taxes,
which is income before interest and taxes adjusted to include, in lieu of
corporate expense allocations, a capital charge equal to 2.5% of the invested
capital used in the business segment, which has been netted with Corporate.
7
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company's continuing operations are comprised of two businesses:
Specialty Packaging and Printed Office Products. The Company's Specialty
Packaging business is comprised of three segments: the extrusion of polyethylene
and other materials onto papers and nonwovens used in packaging and other
products, the manufacture of soft packages including Tyvek(R) mailers, and the
manufacture of labels. The Company's Printed Office Products business is
comprised of a single segment, which supplies custom-printed envelopes and
labels, digital document services and business forms.
Net sales from continuing operations for the first quarter of 1999 were
$111.9 million, a decrease of 6.0%, compared to $119.1 million in the first
quarter of 1998. A more detailed analysis of net sales is included in the
discussion below of the Company's two continuing businesses: Specialty Packaging
and Printed Office Products.
The Company's gross profit margin from continuing operations was 28.9%
in the first quarter of 1999 compared to 30.2% in the first quarter of 1998. The
reduced margin in 1999 was due primarily to lower margins in the Company's
extrusion coating and laminating and labels segments partially offset by
increased margins in soft packaging. The lower margins in extrusion coating were
caused by lower sales. The lower margins in labels were caused by changes in
business mix. Soft packaging margins increased due to increased sales of higher
margin products to package delivery markets.
Selling and administrative expenses from continuing operations (as a
percentage of net sales) were 22.3% in the first quarter of 1999 compared to
22.5% in the first quarter of 1998. Included in the 1998 results were charges
related to management changes and reorganization at the Company's Printed Office
Products business of $1.4 million. Excluding these charges, selling and
administrative expenses from continuing operations (as a percentage of sales)
for the first quarter of 1998 would have been 21.3%. The higher percentage in
1999 was due primarily to higher expenses as a percentage of net sales in the
extrusion coating and laminating and printed office products segments partially
offset by a decline in the labels and soft packaging segments.
Miscellaneous-net income was $0.3 million in the first quarter of 1999
and $0.3 million in the first quarter of 1998.
Interest expense for the first quarter of 1999 was $1.0 million, a
decrease of 21.9% from $1.3 million in the first quarter of 1998. The decrease
in 1999 is due primarily to reduced long-term debt.
Interest income for the first quarter of 1999 was $0.7 million, a
decrease of 35.8% from the $1.1 million in the first quarter of 1998. The
decrease was due primarily to lower average investment balances in the first
quarter of 1999.
The Company's effective income tax rate from continuing operations
decreased to 35.3% in the first quarter of 1999 compared to 36.6% in the first
quarter of 1998. The lower effective rate in 1999 resulted from state tax
planning strategies as well as a more favorable allocation of taxable income
among states where the Company is required to file tax returns.
Specialty Packaging
The Company's Specialty Packaging business is composed of three
segments: extrusion coating and laminating of packaging and other products, soft
packaging including Tyvek(R) mailers, and printing of labels.
In the first quarter of 1999, the Company's Specialty Packaging
business' net sales were $70.9 million, a decrease of 0.2% compared to $71.0
million in the first quarter of 1998. The sales decrease in 1999 was due
primarily to revenue declines in the extrusion coating and laminating segment
partially offset by revenue gains in
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the soft packaging and labels segments. A more detailed explanation of each of
the segments results is discussed below.
The Company measures each of its businesses' and segments' operating
profit, which the Company defines as income before interest and taxes less a
capital charge equal to 2.5% of the net assets used by that business or segment.
The capital charge is in lieu of any corporate expense allocation.
In the first quarter of 1999, the Company's Specialty Packaging
business' operating profit was $6.4 million, a decrease of 14.0% compared to
$7.4 million in the first quarter of 1998. The operating profit decrease in 1999
was due to decreased gross margin in the extrusion coating and laminating and
labels segments partially offset by increased profits in the soft packaging
segment as discussed previously.
The Specialty Packaging business' extrusion coating and laminating
segment generated net sales of $29.2 million in the first quarter of 1999, a
7.4% decrease compared to $31.5 million in the first quarter of 1998. The
decrease in 1999 resulted primarily from lower unit prices, lower demand for
certain mature products and inventory adjustments by customers.
The extrusion coating and laminating segment reported operating profit
in the first quarter of 1999 of $2.3 million, a decrease of 31.0%, compared to
operating profit of $3.4 million in the first quarter of 1998. The decrease in
1999 was due primarily to the same factors as impacted revenues during the
period.
The Company is continuing to seek to accelerate the growth of its
extrusion coating and laminating segment by developing or acquiring
complementary technologies, capabilities, manufacturing plants and personnel.
During the quarter, the Company signed a definitive agreement to acquire
substantially all of the property, rights and assets of Tekkote Corp., a
manufacturer of coated and printed products for use in packaging and related
fields. This acquisition is expected to enable the extrusion coating and
laminating segment to offer a broad line of release liner products used in
pressure sensitive applications and packaging. Tekkote's annual revenues are
approximately $30 million. The acquisition is expected to be completed during
the second quarter of 1999 and will be accounted for as a purchase.
The Specialty Packaging business' soft packaging segment generated net
sales of $24.8 million in the first quarter of 1999, an increase of 5.6%
compared to $23.5 million in the first quarter of 1998. Sales growth in 1999
resulted primarily from increased demand from the soft goods fulfillment market,
partially offset by weak demand in traditional office products channels.
The soft packaging segment reported operating profit in the first
quarter of 1999 of $1.9 million, an increase of 65.4%, compared to operating
profit of $1.1 million in the first quarter of 1998. The increase in 1999
operating profit resulted from increased sales as well as improved margins from
the expansion of higher value-added packaging applications in the growing
fulfillment market.
The Specialty Packaging business' labels segment generated net sales of
$16.8 million in the first quarter of 1999, a 5.3% increase, compared to $16.0
in the first quarter of 1998. The increase in 1999 resulted primarily from
increased sales of multi-color, higher quality labels, partially offset by
declining demand for single-color labels.
The Company's labels segment reported operating profit in the first
quarter of 1999 of $2.2 million, a decrease of 25.2%, compared to operating
profit of $2.9 million in the first quarter of 1998. The decrease in 1999
resulted from declining sales of single-color labels for office applications,
which users may produce for themselves with personal computers and inexpensive
printers, partially offset by increased sales of higher quality labels, sales
through new distribution channels and sales of labels to packaging markets which
have yielded lower margins, in part due to inefficiencies and other start-up
costs incurred in entering these new markets.
Printed Office Products
The Company's Printed Office Products segment generated net sales of
$44.6 million in the first quarter of 1999, a 13.1% decrease compared to $51.3
million in the first quarter of 1998. The decline in sales in 1999 was due
primarily to lack of focus on selling core products in the first quarter of
1999, larger backlogs in the first quarter of 1998 caused by production
bottlenecks in 1997 and a large order from a single customer in the first
quarter of 1998 which was not repeated in 1999.
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The Company's Printed Office Products segment reported operating profit
in the first quarter of 1999 of $2.0 million, a decrease of 25.7%, compared to
operating profit of $2.7 million in the first quarter of 1998. Included in the
1998 results are charges related to management changes and reorganization of
$1.4 million. Exclusive of these charges, the Printed Office Products segment
would have reported operating profit of $4.1 million in the first quarter of
1998. The decrease in 1999 operating profit was due primarily to the reduced
sales in this segment.
The Company appointed a new President for its Printed Office Products
business and has developed various programs intended to halt the revenue decline
and recover revenue growth. These programs include steps to improve the
effectiveness of the business' direct sales force by concentrating on core
products, developing national accounts, and generating revenues through new
distribution channels. Though there can be no assurance such programs will be
successful; the Company anticipates showing measurable results in the second
half of 1999.
Discontinued Operation
In December 1998, the Company announced its plan to sell its hardcover
and softcover book manufacturing business. The financial statements reflect the
operating results of this business as a discontinued operation and prior period
financial information has been appropriately restated. This initiative is part
of an overall corporate restructuring intended to enhance profitability by
focusing the Company on its Specialty Packaging and Printed Office Products
businesses. As a result of the planned disposition, the Company recorded an
additional after tax loss of approximately $1.5 million in the first quarter of
1999, based on estimated proceeds from the disposal and updated estimates of
operating results during the phase-out period.
Pro Forma Financial Information
The Company incurred charges of $1.4 million before tax due to
management changes at its Printed Office Products business during the first
quarter of 1998, which are recorded in selling and administrative expenses in
the accompanying Condensed Consolidated Income Statements. Excluding these
charges the Company would have shown income from continuing operations of $6.7
million, or $0.41 per diluted share, and net income of $6.8 million, or $0.41
per diluted share in the first quarter of 1998.
Liquidity and Capital Resources
On April 20, 1999, the Board of Directors authorized the repurchase of
an additional 2.0 million shares, or 13% of the Common Stock outstanding,
through negotiated transactions and open market purchases. This increases the
size of the Company's current stock repurchase program to 3.7 million shares.
Since inception of the program, the Company has purchased 1,453,200 shares at a
cost of approximately $28.3 million.
Stockholders' equity decreased $5.1 million during the first quarter of
1999 due primarily to stock repurchases by the Company and totaled $157.7
million at March 31, 1999.
Cash and cash equivalents decreased $18.3 million during the first
quarter of 1999 and totaled $41.8 million at March 31, 1999. Operating
activities used $3.1 million in cash during the first quarter of 1999. The other
significant uses of cash during the first quarter of 1999 were purchases of $7.9
million of property, plant and equipment, repurchase of $6.2 million of Common
Stock, and payment of $2.5 million in dividends. Sales and exchanges of Common
Stock provided $0.4 million in cash and Company owned life insurance policies
provided $1.1 million in cash.
The Company maintains a committed revolving credit agreement (the
"Credit Agreement") with a bank under which the Company may borrow up to $50
million through April 22, 2001, at interest rates related to prime and
Eurocurrency rates. At March 31, 1999 there were no borrowings under this Credit
Agreement. A wholly owned subsidiary of the Company has borrowed approximately
$6.5 million through a variable interest rate industrial revenue bond (the
"Bond") due May 1, 2031. The interest rate on the Bond was 3.20% at March 31,
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1999. 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.
Year 2000 Issue
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. 99 for 1999). 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 incorrectly (e.g.,
interpret the two digits 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 undertaken a program to address Year 2000 readiness
with respect to the following: (i) the Company's information technology hardware
and software ("IT systems"); (ii) the Company's non-information technology
systems, such as buildings, plant, equipment, telephone systems, and other
infrastructure systems that may contain microcontroller technology ("non-IT
systems"); and (iii) exposure from third parties with which the Company does
business.
The Company's plan with regard to the Year 2000 issue for each of the
above involves the following phases: (i) assessment of systems to determine the
extent to which the Company may be vulnerable to the Year 2000 issue; (ii) the
development of remedies to address problems discovered in the assessment phase;
(iii) the testing of such remedies; and (iv) the preparation of contingency
plans to address potential worst case scenarios should the remedies not be
successful.
The Company has analyzed its IT systems in an effort to identify any
systems that may experience problems relating to the Year 2000 issue and
implement any changes required to remedy such problems. The result of the
analysis was that most of the IT systems used by the Company were vulnerable to
potential problems relating to the Year 2000 issue. A Company-wide enterprise
resource planning ("ERP") software solution was chosen as the primary means to
address the Year 2000 issue. The ERP software was selected not only to address
the Year 2000 issue, but also to add functionality and efficiency in the
business processes of the Company. The ERP software is being implemented in
stages at each of the Company's operating companies. The first stage was
comprised primarily of the financial modules. These implementations were
completed as planned by the end of the first quarter of 1999. The second stage
includes the manufacturing and distribution modules. Current plans call for
these modules to be installed in some but not all of the operating companies.
This stage is planned to be completed by the end of the second quarter of 1999.
Remediation and testing of IT systems not replaced by the ERP software solution
was substantially complete as of March 31, 1999.
The Company has assessed its significant non-IT systems that may
contain embedded microcontrollers to determine what remediation efforts may be
necessary. To date, almost all non-IT systems tested have been evaluated as
being not likely to experience problems relating to the Year 2000 issue. For
those not compliant, the Company will either perform remediation or replace the
non-IT system with a Year 2000 compliant solution. The Company anticipates
having all non-IT systems compliant by the end of the second quarter of 1999.
The Company is taking steps intended to assess the Year 2000 readiness
of certain third parties whose possible lack of Year 2000 readiness could, in
the Company's opinion, cause a materially adverse impact on the Company's
business, results of operations or financial condition. All critical suppliers
of goods and services have been contacted. The Company has received responses
from over 70% of its critical suppliers and has reviewed their Year 2000
readiness based upon their responses. On the basis of these reviews and the
Company's evaluation of each supplier's potential impact on its business, the
Company is developing contingency plans. The Company currently anticipates that
contingency plans for all critical suppliers and service providers will be in
place by the end of the second quarter of 1999.
11
<PAGE> 12
In addition, contingency plans are being developed for critical
internal and external business processes. The Company expects to have
contingency plans in place to address the most likely potential risks.
Management considers contingency planning to be an ongoing project and will
continue to assess and revise the Company's contingency plans up to and beyond
December 31, 1999, as necessary. Though essential to the operation of the
Company's business, the software and operating systems that the Company utilizes
may be supplemented by manual processing.
The total Year 2000 remediation project is estimated to cost
approximately $25 million of which approximately $18 million has been spent to
date. All of the projected cost is expected to be funded from operating cash
flow. Approximately 80% of the estimated spending relates to the ERP software
solution. Costs associated with the ERP software solution will be treated as
period expense or capitalized and amortized in accordance with applicable
accounting principles and Company policy. Costs associated with correcting
existing systems will be expensed as incurred.
Failure to successfully execute the Company's Year 2000 readiness plans
on a timely basis or the failure of external parties to achieve Year 2000
readiness on a timely basis could have a material adverse impact on the
Company's financial position and results of operations.
Forward Looking Statements; Risks and Uncertainties
From time to time, the Company or its representatives have made or may
make forward-looking statements that reflect the Company's current expectations,
hopes, intentions, plans, or strategies, orally or in writing. The words or
phrases "is expected," "will continue," "anticipates," "estimates," "plans,"
"intends," or similar expressions in any of these communications are intended to
identify "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933,
as enacted by the Private Securities Litigation Reform Act of 1995. The Company
assumes no obligation to update any such forward-looking statements. Except for
historical information contained in this report, statements set forth in this
report are forward-looking statements.
There can be no assurance the Company's actual performance will not
differ materially from that projected in the Company's forward-looking
statements due to important factors including but not limited to those described
below. The Company's expectations with respect to future sales and profits
assume reasonable continued growth in the general economy, which affects demand
for the Company's products. The Company's Printed Office Products business has
experienced generally declining revenues since 1995 and while the Company has
developed programs intended to halt these revenue declines and to increase this
business' future revenues, such programs are new to the Company and there can be
no assurance such programs will be successful. The Company's Specialty Packaging
business has experienced a slowing of its historical revenue growth rates and
margin reduction primarily due to greater competition and a maturation of
certain markets in which this business participates. The Company's Specialty
Packaging business is seeking more rapid growth through development of new
products and penetration of new, higher growth markets. However, the Company may
be less successful or it may take longer and cost more to develop new products
and distribution channels and penetrate new markets than the Company currently
anticipates. Loss of customers due to changes in customers' manufacturing
processes that reduce or eliminate their need for the Company's products often
cannot be predicted and may adversely affect the Company's revenues and profits.
The Company has been engaged in monetizing non-strategic, redundant and
low-productivity assets. The Company's ability to continue monetizing such
assets depends in part upon the Company's ability to identify such assets as
they become non-strategic or unproductive, the availability of suitable
conversion strategies, demand for such assets among other parties, and market
conditions generally. Further, the Company expects to develop programs intended
to increase the rate of growth of the Company, which may include plans to
acquire other companies and businesses. The Company's success in implementing an
acquisition program will depend, among other things, on the Company's ability to
identify, evaluate, negotiate, integrate and operate acquisitions; the
availability of suitable acquisitions to the Company, competition for such
acquisitions, the cost and availability of acquisition financing to the Company
and others, and capital market conditions generally, all of which are subject to
uncertainty.
The Company intends to sell its book manufacturing business. However,
there can be no assurance that the Company will be successful in this endeavor
or that a sale, if completed, will achieve any particular price or terms,
12
<PAGE> 13
which will depend in part on the level of interest of third parties in acquiring
ownership of the Company's book manufacturing business.
Although the Company believes its plan to achieve timely Year 2000
readiness is reasonable based on known facts and circumstances it remains
possible that, dependant on factors and future events such as availability in
the labor force of information systems programmers and other information systems
personnel, the wide variety of information technology systems and components,
both hardware and software, that must be evaluated, the large number of external
parties with which the Company interacts, 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 readiness may take
longer or cost more than the Company anticipates. Due to numerous uncertainties
including those listed above, no assurances can be given that the Company will
achieve Year 2000 readiness on a timely basis, that third parties with whom the
Company contracts will achieve Year 2000 readiness on a timely basis, that the
Company's Year 2000 project will be completed within current cost estimates,
that the Year 2000 issue will not precipitate disruptions in financial markets
or the economy generally, which could materially, if indirectly, affect the
Company, or that the Year 2000 issue will not cause other consequences for the
Company which could be adverse and material.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits attached hereto:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.7 Third Amendment dated December 31, 1998 to Revolving Credit
Agreement dated April 22, 1996 by and between American
Business Products, Inc. and SunTrust Bank, Atlanta, filed
herewith.
27 Financial Data Schedules for First Quarter 1999 10-Q (for SEC
use only)
</TABLE>
b. Reports on Form 8-K.
On March 18, 1999 the Company filed a Current Report on Form 8-K to
report the execution of a definitive agreement to acquire Tekkote
Corp., a manufacturer of coated and printed products used in packaging
and related fields. The acquisition is expected to be completed during
the second quarter of 1999. The terms of the transaction were not
disclosed.
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: April 21, 1999 /s/ Richard G. Smith
----------------------------
Richard G. Smith
Vice President
and Chief Financial Officer
/s/ Raymond J. Wilson
----------------------------
Raymond J. Wilson
Corporate Controller
14
<PAGE> 15
AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.7 Third Amendment dated December 31, 1998 to Revolving Credit
Agreement dated April 22, 1996 by and between American
Business Products, Inc. and SunTrust Bank, Atlanta, filed
herewith.
27 Financial Data Schedules for First Quarter 1999 10-Q
(for SEC use only)
</TABLE>
15
<PAGE> 1
EXHIBIT 10.7
THIRD AMENDMENT DATED DECEMBER 31, 1998
TO REVOLVING CREDIT AGREEMENT
DATED APRIL 22, 1996
<PAGE> 2
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of December
31, 1998 (this "Amend"), by and between AMERICAN BUSINESS PRODUCTS, INC., a
Georgia corporation (the "Borrower"), and SUNTRUST BANK, ATLANTA, a Georgia
banking corporation, and its successors and assigns (the "Bank").
WITNESSETH
WHEREAS, the Borrower and the Bank executed and delivered that certain
Revolving Credit Agreement dated as of April 22, 1996, as amended by that
certain First Amendment to Revolving Credit Agreement dated as of August 1, 1997
and by that certain Second Amendment to Revolving Credit Agreement dated as of
December 31, 1997 (as further amended or otherwise modified from time to time,
the "Credit Agreement"); and
WHEREAS, the Bank and the Borrower, pursuant to Section 7.10 of the
Credit Agreement, desire to amend the Credit Agreement on the terms and
conditions as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the Bank and the Borrower hereby
agree as follows:
ss. 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
ss. 2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
(a) Section 1.1 entitled "Definitions", is hereby amended by:
(i) deleting the existing definition of "Subsidiary" and
substituting the following therefor:
"Subsidiary" shall mean, with respect to the Borrower, any corporation
or other entity (including, without limitation, partnerships, limited
liability companies, joint ventures and associations) regardless of its
jurisdiction of incorporation, organization or formation, at least a
majority of the total combined voting power of all classes of voting
stock or other ownership interests of which shall at the time as of
which any determination is being made, be owned by the Borrower, either
directly or indirectly through one or more other Subsidiaries.
<PAGE> 3
ss. 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
as follows:
(a) The execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of its obligations and agreements under the
Credit Agreement, as amended by this Amendment, are within the corporate
authority of the Borrower, have been duly authorized by all requisite corporate
action of the Borrower and do not and will not contravene any provision of law
or the Borrower's articles of incorporation, by-laws or any stock provision or
any amendment thereof or any indenture, agreement, instrument or undertaking
binding on the Borrower.
(b) The Credit Agreement, as amended by this Amendment, remains in
full force and effect and constitutes the legal, valid and binding obligations
of the Borrower, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting generally the enforcement of creditor's rights.
ss. 4. MISCELLANEOUS PROVISIONS.
(a) RATIFICATION. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement effective as of the date hereof.
(b) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all
counterparts, taken together, shall constitute but one and the same document.
(c) GOVERNING LAW. This Amendment shall be governed by and
construed and interpreted in accordance with the law of the State of Georgia.
-2-
<PAGE> 4
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be
duly executed, under seal (of the Borrower only), by their respective duly
authorized officers as of the day and year first above written.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Richard G. Smith
-------------------------------
Name: Richard G. Smith
Title: VP/CFO
Attest: /s/ John H. Karr
---------------------------
Name: John H. Karr
Title: Asst. Secretary
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By: /s/ Jenna H. Kelly
-------------------------------
Name: Jenna H. Kelly
Title: Vice President
By: /s/ J. Scott Deving
-------------------------------
Name: J. Scott Deving
Title: Assistant Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICAN BUSINESS PRODUCTS FOR THE 3 MONTHS ENDED MARCH
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 41,771
<SECURITIES> 0
<RECEIVABLES> 56,186
<ALLOWANCES> 1,261
<INVENTORY> 31,122
<CURRENT-ASSETS> 150,982
<PP&E> 140,205
<DEPRECIATION> 60,221
<TOTAL-ASSETS> 287,407
<CURRENT-LIABILITIES> 58,962
<BONDS> 0
0
0
<COMMON> 33,524
<OTHER-SE> 124,164
<TOTAL-LIABILITY-AND-EQUITY> 287,407
<SALES> 111,939
<TOTAL-REVENUES> 111,939
<CGS> 79,601
<TOTAL-COSTS> 104,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,042
<INCOME-PRETAX> 7,344
<INCOME-TAX> 2,592
<INCOME-CONTINUING> 4,752
<DISCONTINUED> (1,513)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,239
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
