<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000 or
-------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission file number 0-20231
FIBERMARK, INC.
(Exact name of registrant as specified in its charter)
Delaware 82-0429330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
161 WELLINGTON ROAD
P.O. BOX 498
BRATTLEBORO, VERMONT 05302
(802) 257-0365
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
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 ______
------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding
Common Stock June 30, 2000
$.001 par value 6,830,483
<PAGE>
FIBERMARK, INC.
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
ITEM 1. Financial Statements:
Consolidated Statements of Income 3
Three Months and Six Months Ended
June 30, 2000 and 1999
Consolidated Balance Sheets 4
June 30, 2000 and December 31, 1999
Consolidated Statements of Cash Flows 5
Six Months Ended
June 30, 2000 and 1999
Notes To Financial Statements 6-9
ITEM 2. Management's Discussion and Analysis of Financial 10-13
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to Vote of Security Holders 13
ITEM 5. Other Information 14
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
2
<PAGE>
FIBERMARK, INC
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 91,388 $ 75,982 $186,476 $151,888
Cost of sales 73,936 60,383 150,926 121,013
-------- -------- -------- --------
Gross profit 17,452 15,599 35,550 30,875
Selling, general and administrative expenses 6,656 5,696 13,474 11,460
-------- -------- -------- --------
Income from operations 10,796 9,903 22,076 19,415
Other (income) expense, net 162 80 585 182
Interest expense 3,596 2,723 6,973 5,229
-------- -------- -------- --------
Income before income taxes 7,038 7,100 14,518 14,004
Income tax expense 3,192 2,890 6,624 5,740
-------- -------- -------- --------
Net income $ 3,846 $ 4,210 $ 7,894 $ 8,264
======== ======== ======== ========
Basic earnings per share $ 0.56 $ 0.54 $ 1.16 $ 1.07
======== ======== ======== ========
Diluted earnings per share $ 0.55 $ 0.53 $ 1.13 $ 1.04
======== ======== ======== ========
Average basic shares outstanding 6,830 7,727 6,830 7,759
Average diluted shares outstanding 6,992 7,925 6,988 7,946
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
FIBERMARK, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Unaudited Audited
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 8,745 $ 12,466
Accounts receivable, net of allowances 45,951 41,880
Inventories 64,526 57,928
Other 859 717
Deferred income taxes 4,004 3,982
---------- ----------
Total current assets 124,085 116,973
Property, plant and equipment, net 179,189 171,423
Goodwill, net 45,840 47,038
Other intangible assets, net 5,661 6,268
Other long-term assets 1,543 1,602
Other pension assets 3,642 3,642
--------- ---------
Total assets $ 359,960 $ 346,946
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion long-term debt 6,818 7,221
Accounts payable 17,384 17,954
Accrued liabilities 18,886 19,898
Accrued income taxes payable 8,096 2,815
--------- ---------
Total current liabilities 51,184 47,888
--------- ---------
Long-term liabilities:
Revolving credit line 37,804 27,968
Long-term debt, less current portion 135,796 141,006
Deferred income taxes 15,753 16,087
Other long-term liabilities 21,642 22,220
--------- ---------
Total long-term liabilities 210,995 207,281
--------- ---------
Total liabilities 262,179 255,169
Commitments and contingencies
Stockholders' equity
Preferred stock, par value $.001 per share;
2,000,000 shares authorized, and none issued -- --
Common stock, par value $.001 per share;
20,000,000 shares authorized
7,830,483 and 6,830,483 shares issued and outstanding, respectively 8 8
Additional paid-in capital 77,052 77,052
Retained earnings 37,911 30,017
Accumulated other comprehensive loss (4,536) (2,646)
Less treasury stock, 1,000,000 shares at cost (12,654) (12,654)
--------- ---------
Total stockholders' equity 97,781 91,777
--------- ---------
Total liabilities and stockholders' equity $ 359,960 $ 346,946
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
FIBERMARK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,894 $ 8,264
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,499 4,317
Amortization of deferred gain (859)
Changes in operating assets and liabilities:
Accounts receivable (5,066) (8,469)
Inventories (7,595) (626)
Other (21) (193)
Accounts payable (183) (1,433)
Accrued pension and other liabilities (556) 762
Other long-term liabilities 395 (33)
Accrued income taxes payable 5,437 822
-------- --------
Net cash provided by operating activities 5,804 2,552
-------- --------
Cash flows used for investing activities:
Additions to property, plant and equipment (15,613) (6,071)
Deferred charge costs (80)
Decrease in other intangible assets 256 29
-------- --------
Net cash used in investing activities (15,357) (6,122)
-------- --------
Cash flows from financing activities:
Net proceeds from exercise of stock options 156
Stock buyback (1,013)
Net borrowings under revolving credit line 9,836 --
Borrowing of debt 2,736
Repayment of debt (2,944) (3,284)
-------- ---------
Net cash provided (used) by financing activities 6,892 (1,405)
-------- ---------
Effect of exchange rate changes on cash (1,060) (1,195)
Net decrease in cash (3,721) (6,170)
Cash at beginning of period 12,466 33,804
-------- --------
Cash at end of period $ 8,745 $ 27,634
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
FIBERMARK, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(UNAUDITED)
1. BASIS OF PRESENTATION:
The balance sheet as of June 30, 2000 and the statements of income and cash
flows for the quarters, and six months ended June 30, 2000 and 1999 are
unaudited and, in the opinion of management, all adjustments necessary for
a fair presentation of such financial statements have been recorded. Such
adjustments consist only of normal recurring items.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The year-end balance sheet was
derived from audited financial statements, but does not include disclosures
required by generally accepted accounting principles. It is suggested that
these interim financial statements be read in conjunction with the audited
financial statements for the year ended December 31, 1999 included in the
company's Annual Report on Form 10-K.
2. INVENTORIES:
Inventories at June 30, 2000 and December 31, 1999 consisted of the
following (000's):
<TABLE>
<CAPTION>
(Unaudited)
06/30/00 12/31/99
-------- --------
<S> <C> <C>
Raw Material $ 22,251 $ 21,232
Work in Progress 16,492 14,774
Finished Goods 21,220 17,561
Stores Inventory 2,479 2,386
Operating Supplies 2,084 1,975
----------------- --------------
TOTAL INVENTORIES $ 64,526 $ 57,928
================= ==============
</TABLE>
3. NET INCOME PER COMMON SHARE:
The reconciliation of the numerators and denominators of the basic and
diluted income per common share computations for the company's reported net
income follows:
6
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
6/30/00 6/30/99 6/30/00 6/30/99
------- ------- ------- -------
<S> <C> <C> <C> <C>
Numerator:
Income available to common shareholders used in basic
and diluted earnings per share ($000) $ 3,846 $ 4,210 $ 7,894 $ 8,264
---------- ---------- ---------- ----------
Denominator:
Denominator for basic earnings per share:
Weighted average shares 6,830,483 7,727,122 6,830,483 7,758,851
Effect of dilutive securities:
Fixed stock options 161,639 197,673 157,615 186,735
------- ------- ------- -------
Denominator for diluted earnings per share:
Adjusted weighted average shares 6,992,122 7,924,795 6,988,098 7,945,586
========== ========== ========== =========
Basic earnings per share $ 0.56 $ 0.54 $ 1.16 $ 1.07
Diluted earnings per share $ 0.55 $ 0.53 $ 1.13 1.04
</TABLE>
4. COMPREHENSIVE INCOME:
<TABLE>
<CAPTION>
UNAUDITED UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
6/30/00 6/30/99 6/30/00 6/30/99
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 3,846 $ 4,210 $ 7,894 $ 8,264
Minimum pension liability adjustment
net of tax benefit -- 54 -- 82
Currency translation adjustment (106) (1,059) (1,890) (2,744)
------- ------- ------ ------
Comprehensive income $ 3,740 $ 3,205 $ 6,004 $ 5,602
======= ======= ======= =======
</TABLE>
7
<PAGE>
5. SEGMENT INFORMATION:
The following table categorizes net sales in each market segment into the
appropriate operating segment:
<TABLE>
<CAPTION>
Unaudited (In Thousands)
Operating Segment
-------------------------------------------------------------------------
Technical
3 months ended June 30, 2000 German Oper. & Office Durable
Net sales & Filter Media Products Specialties Other Total
-------------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
MARKET SEGMENT
Filter Media 25,495 1,477 26,972
Technical Specialties 12,531 13,919 26,450
Durable Specialties 6,716 18,875 25,591
Office Products 12,375 12,375
-------- -------- -------- -------- --------
Total $ 44,742 $ 27,771 $ 18,875 $ -- $ 91,388
======== ======== ======== ======== ========
3 months ended June 30, 1999
Net sales
MARKET SEGMENT
Filter Media 23,117 1,459 24,576
Technical Specialties 1,575 14,084 15,659
Durable Specialties 6,248 16,710 22,958
Office Products 12,789 12,789
-------- -------- -------- -------- --------
Total $ 30,940 $ 28,332 $ 16,710 $ -- $ 75,982
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Unaudited (In Thousands)
Operating Segment
-------------------------------------------------------------------------
Technical
3 months ended June 30, 2000 German Oper. & Office Durable
Net sales & Filter Media Products Specialties Other Total
-------------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
MARKET SEGMENT
Filter Media 52,875 2,928 55,803
Technical Specialties 24,857 28,786 53,643
Durable Specialties 13,790 36,817 50,607
Office Products 26,423 26,423
-------- -------- -------- -------- --------
Total $ 91,522 $ 58,137 $ 36,817 $ -- $186,476
======== ======== ======== ======== ========
6 months ended June 30, 1999
Net sales
MARKET SEGMENT
Filter Media 48,104 2,643 50,747
Technical Specialties 2,847 29,570 32,417
Durable Specialties 11,963 30,764 42,727
Office Products 25,997 25,997
-------- -------- -------- -------- --------
Total $ 62,914 $ 58,210 $ 30,764 $ -- $151,888
======== ======== ======== ======== ========
</TABLE>
8
<PAGE>
5. SEGMENT INFORMATION:
The following table details selected financial data by operating segment:
<TABLE>
<CAPTION>
Unaudited (In Thousands)
Operating Segment
------------------------------------------------------------------------------
Technical
3 months ended June 30, 2000 German Oper. & Office Durable
& Filter Media Products Specialties Other Total
-------------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Net sales $ 44,742 $ 27,771 $ 18,875 $ 91,388
Inter-segment net sales 91 1,507 (1,598) --
-------- -------- -------- ------------ --------
Total net sales $ 44,833 $ 29,278 $ 18,875 $ (1,598) $ 91,388
======== ======== ======== ============ ========
EBIT $ 6,660 $ 1,285 $ 2,689 $ 10,634
======== ======== ======== ============ ========
Depreciation & Amortization $ 893 $ 1,273 $ 577 $ 2,743
Total Assets $147,132 $129,981 $ 33,059 $ 49,788 (1) $359,960
3 months ended June 30, 1999
Net sales $ 30,940 $ 28,332 $ 16,710 $ 75,982
Inter-segment net sales 24 1,084 123 (1,231) --
-------- -------- -------- ------------ --------
Total net sales $ 30,964 $ 29,416 $ 16,833 $ (1,231) $ 75,982
======== ======== ======== ============ ========
EBIT $ 4,151 $ 2,940 $ 2,732 $ 9,823
======== ======== ======== ============ ========
Depreciation and Amortization $ 664 $ 886 $ 592 $ 2,142
(Excluding Deferred Gain)
Total Assets $102,602 $ 95,593 $ 59,273 $ 50,230 (1) $307,698
</TABLE>
<TABLE>
<CAPTION>
Unaudited (In Thousands)
Operating Segment
------------------------------------------------------------------------------
Technical
6 months ended June 30, 2000 German Oper. & Office Durable
& Filter Media Products Specialties Other Total
-------------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Net sales $ 91,522 $ 58,137 $ 36,817 $186,476
Inter-segment net sales 135 2,013 (2,148)
-------- -------- -------- ------------ --------
Total net sales $ 91,657 $ 60,150 $ 36,817 $ (2,148) $186,476
======== ======== ======== ============ ========
EBIT $ 13,967 $ 2,334 $ 5,190 $ 21,491
======== ======== ======== ============ ========
Depreciation & Amortization $ 1,805 $ 2,541 $ 1,153 $ 5,499
Total Assets $147,132 $129,981 $ 33,059 $ 49,788 (1) $359,960
6 months ended June 30, 1999
Net sales $ 62,914 $ 58,210 $ 30,764 $151,888
Inter-segment net sales 24 2,202 123 (2,349) --
-------- -------- -------- ------------ --------
Total net sales $ 62,938 $ 60,412 $ 30,887 $ (2,349) $151,888
======== ======== ======== ============ ========
EBIT $ 8,969 $ 6,047 $ 4,217 $ 19,233
======== ======== ======== ============ ========
Depreciation and Amortization $ 1,346 $ 1,761 $ 1,210 $ 4,317
(Excluding Deferred Gain)
Total Assets $102,602 $ 95,593 $ 59,273 $ 50,230 (1) $307,698
</TABLE>
(1) Corporate assets not allocated to operating segments.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Net sales for the second quarter of 2000 were $91.4 million compared with $76.0
million for the second quarter of 1999, a 20.3% increase. The Lahnstein
acquisition accounted for $10.2 million of this increase. Sales in FiberMark's
German operations and filter media operating segment increased by 44.7% to $44.7
million compared with $30.9 million in the second quarter of 1999, with $10.2
million of this increase related to the Lahnstein acquisition. The technical and
office products operating segment sales decreased slightly by 1.8% to $27.8
million compared with $28.3 million for the same period in 1999. Sales in the
durable specialties operating segment increased by 13.2% to $18.9 million
compared with $16.7 million for the second quarter of 1999.
Sales in the German operations and filter media segment were up due to strong
demand in our automotive and vacuum bag filter business particularly in Europe.
Additionally, Lahnstein revenues were exceptionally strong due to growth in
wallcovering, flooring materials and printing/graphic arts grades. Revenues in
our technical and office products segment were slightly lower primarily due to
weaker sales in office products. Overall industry demand slowed with signs of a
strong economy and customers reported high inventories. The increase in durable
specialties reflects strong demand worldwide for masking tape driven by a strong
European economy, strengthening in Asia, and growth with key customers.
Gross margin for the quarter was 19.1% compared with 20.6% last year. The lower
gross margin was attributable to rising pulp prices and energy costs that have
not yet been fully recovered with selling price increases.
General and administrative expenses for the quarter were $6.7 million compared
with $5.7 million for the same period in 1999. The increase is primarily due to
the Lahnstein acquisition.
Interest expense was $3.6 million for the quarter compared with $2.7 million for
the same period in 1999. The increase is due to the higher levels of net debt as
a result of the following 1999 activities: the Lahnstein acquisition, a
repurchase of sale/leaseback assets and funds used for the stock buyback
program.
The effective income tax rate was 45.4% compared with 40.7% for the second
quarter of 1999. Because of the Lahnstein acquisition, a higher percentage of
the company's earnings flow from Germany, which has a higher tax rate than the
United States.
Net income for the second quarter of this year was $3.8 million, or $.55 per
diluted share, compared with $4.2 million, or $.53 per diluted share, for the
second quarter of last year.
10
<PAGE>
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Net sales for the first half of 2000 were $186.5 million compared with $151.9
million for the first half of 1999, a 22.8% increase. The Lahnstein acquisition
accounted for $21.1 million of this increase. Sales in FiberMark's German
operations and filter media operating segment increased by 45.5% to $91.5
million compared with $62.9 million in the first half of 1999, with $21.1
million of this increase related to the Lahnstein acquisition. The technical and
office products operating sales decreased by 0.2% to $58.1 million compared with
$58.2 million for the same period in 1999. Sales in the durable specialties
operating segment increased by 19.5% to $36.8 million compared with $30.8
million for the first half of 1999.
Sales in the German operations and filter media segment were up due to strong
demand in our automotive and vacuum bag filter business particularly in Europe.
Additionally, Lahnstein revenues were exceptionally strong due to growth in
wallcovering, flooring materials and printing/graphic arts grades. Revenues in
our technical and office products segment were slightly lower primarily due to
weaker sales in office products. Overall industry demand slowed with signs of a
strong economy and customers reported high inventories. The increase in durable
specialties reflects strong demand worldwide for masking tape driven by a strong
economy worldwide, strong construction and renovation activity, as well as new
business gains with key customers.
Gross margin for the first half of 2000 was 19.1% compared with 20.3% last year.
The lower gross margin was attributable to rising pulp prices and energy costs
that have not yet been fully recovered with selling price increases.
General and administrative expenses for the first half of 2000 were $13.5
million compared with $11.5 million for the same period in 1999. The increase is
primarily due to the Lahnstein acquisition.
Interest expense was $7.0 million for the first half of 2000 compared with $5.2
million for the same period in 1999. The increase is due to the higher levels of
net debt as a result of the following 1999 activities: the Lahnstein
acquisition, a repurchase of sale/leaseback assets and funds used for the stock
buyback program.
The effective income tax rate for the first half of 2000 was 45.6% compared with
41.0% for the first half of 1999. Because of the Lahnstein acquisition, a higher
percentage of the company's earnings flow from Germany, which has a higher tax
rate than the United States.
Net income for the first half of 2000 was $7.9 million, or $1.13 per diluted
share, compared with $8.3 million, or $1.04 per diluted share, for the first
half of last year.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the company had outstanding $100.0 million of senior notes.
The notes have a ten-year term beginning October 16, 1996, are non-amortizing
and carry a fixed interest rate of 9.375%. Additionally, the company had
available to it a $50.0 million revolving credit facility as of June 30, 2000.
As of such date, $37.8 million was outstanding under this credit facility.
As of June 30, 2000, Gessner had a secured term loan of $22.4 million with
Bayerische Bank. The balance of this loan amortizes over six years with interest
rates ranging from 6.1% to 7.0%. As of this same date, Gessner had an unsecured
term loan of $1.9 million with the previous owner. The
11
<PAGE>
remaining loan balance amortizes over two years and has a fixed rate of 5%. As
of June 30, 2000, Gessner also had a $6.8 million capital spending facility with
Bayerische Vereinsbank. As of such date $4.3 million was outstanding under this
facility. As of June 30, 2000, Gessner also had a $7.3 million line of credit.
As of such date no advances are outstanding under this facility. Effective
August 1, 1999, the company acquired Papierfabrik Lahnstein GmbH. A portion of
the purchase price was funded through a term loan. As of June 30, 2000,
Lahnstein had a $13.9 secured term loan with Bayerische Bank. This loan
amortizes over six years with interest rates ranging from 5.4% to 7.1%.
The company's historical requirements for capital have been primarily for
servicing debt, capital expenditures and working capital. For the six months
ended June 30, cash flows from operating activities were $5.8 million in 2000
and $2.6 million for 1999. During these periods, additions to property, plant
and equipment totaled $15.6 million in 2000 and $6.1 million in 1999. The
company is currently in the process of installing a new paper machine at its
Warren Glen, New Jersey, facility, which the company believes will provide
quality improvements, cost reductions, product performance enhancements and the
ability to produce a broader range of products. This project is expected to cost
$19.0 million in total. The company has arranged a $15.0 million capital
spending facility with Jules & Associates to partially fund this project. This
facility will have a fixed interest rate of approximately 8.5% and will amortize
over seven years. As of June 30, 2000, there were no outstanding advances under
this facility. The company believes that cash flow from operations, plus amounts
available under credit facilities will be sufficient to fund its capital
requirements, debt service and working capital requirements for the foreseeable
future.
INFLATION
The company attempts to minimize the effect of inflation on earnings by
controlling operating expenses. During the past several years, the rate of
general inflation has been relatively low and has not had a significant impact
on the company's results of operations. The company purchases raw materials that
are subject to cyclical changes in costs that may not reflect the rate of
general inflation.
SEASONALITY
The company's business is mildly seasonal, with the third quarter of each year
typically having the lowest level of net sales and operating income. Lower
December revenues tend to reduce fourth quarter revenues relative to the first
two quarters. This seasonality is the result of a lower level of purchasing
activity, since many of our U.S. customers shut down their manufacturing
operations during portions of July and many European manufacturers shut down
during portions of August and December.
NEW ACCOUNTING PRONOUNCEMENTS
There are no new accounting pronouncements applicable to the company.
12
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements in this report that are not historical are forward-looking statements
subject to risk and uncertainties that could cause actual results to differ
materially. Such risk and uncertainties include fluctuations in economies
worldwide, fluctuations in our customers' demand and inventory levels (including
the loss of certain major customers), the price and availability of raw
materials and of competitive materials, which may preclude passing increases on
or maintaining prices with customers; changes in environmental and other
governmental regulations, changes in terms from lenders, ability to retain key
management and to reach agreement on labor issues, failure to identify or carry
out suitable strategic acquisitions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The company believes it has minimal exposure to financial market risks. All debt
is at a fixed rate. Most of the company's sales transactions have been conducted
in the currency where the shipment originated, limiting our exposure to changes
in currency exchange rates. The company does not use derivative financial
instruments.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held on May 24, 2000, where the following
actions were taken.
Shareholders of record of the Company's common stock at the close of business on
March 27, 2000, were entitled to vote at the annual meeting. Votes were cast as
follows:
a) All of management's nominees for members of the Board of Directors were
elected with votes cast as follows:
<TABLE>
<CAPTION>
NAME FOR WITHHELD
<S> <C> <C>
Alex Kwader 5,798,149 11,948
K. Peter Norrie 5,798,190 11,907
Brian C. Kerester 5,798,191 11,906
Marion A. Keyes, IV 5,798,191 11,906
George E. McCown 5,798,191 11,906
Glenn S. McKenzie 5,798,191 11,906
Jon H. Miller 5,798,190 11,907
Elmar B. Schulte 5,798,191 11,906
Edward P. Swain, Jr 5,798,191 11,906
</TABLE>
b) The selection of KPMG up as the independent public auditors for the company
for its fiscal year ended December 31, 2000 was ratified.
FOR AGAINST ABSTAIN
5,800,523 6,930,000 2,644
13
<PAGE>
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
Reports on Form 8-K:
Not applicable.
14
<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.
FiberMark, Inc.
Date: August 14, 2000
/s/ Bruce Moore
----------------------------
Bruce Moore, Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
15
