SONOCO PRODUCTS CO
10-Q, 2000-05-12
PAPERBOARD MILLS
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<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 the Quarter Ended April 2, 2000                 Commission File No. 1-11261


                             SONOCO PRODUCTS COMPANY



                                ---------------

Incorporated under the laws                       I.R.S. Employer Identification
   of South Carolina                                       No. 57-0248420


                               Post Office Box 160

                      Hartsville, South Carolina 29551-0160

                             Telephone: 843-383-7000


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 and (2) has been subject to such filing requirements for
the past 90 days.

                                    Yes [X] No [ ]



Indicate the number of shares outstanding of each of the issuer's classes of
common stock at May 7, 2000:

                     Common stock, no par value: 99,448,330
                     --------------------------------------

<PAGE>   2



                             SONOCO PRODUCTS COMPANY


                                      INDEX



                  PART I.  FINANCIAL INFORMATION

                           ITEM 1.  FINANCIAL STATEMENTS:

                                      Condensed Consolidated Balance Sheets -
                                      April 2, 2000 (unaudited) and
                                      December 31, 1999

                                      Condensed Consolidated Statements of
                                      Income - Three Months Ended April 2,
                                      2000 (unaudited) and March 28, 1999
                                      (unaudited)

                                      Condensed Consolidated Statements of Cash
                                      Flows - Three Months Ended April 2, 2000
                                      (unaudited) and March 28, 1999 (unaudited)

                                      Notes to Condensed Consolidated Financial
                                      Statements

                                      Report of Independent Accountants

                           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                                    FINANCIAL CONDITION AND RESULTS OF
                                    OPERATIONS

                           ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                    ABOUT MARKET RISK


                  PART II. OTHER INFORMATION

                           ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                                    HOLDERS

                           ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


                  SIGNATURE




<PAGE>   3








                             SONOCO PRODUCTS COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (Dollars and shares in thousands)


<TABLE>
<CAPTION>
                                                             April  2,
                                                               2000            December 31,
                                                            (unaudited)          1999 *
                                                            -----------       -----------

                           ASSETS
CURRENT ASSETS
<S>                                                         <C>               <C>
  Cash and cash equivalents                                 $    40,266       $    36,515
  Trade accounts receivable, net of allowances                  354,841           346,845
  Other receivables                                              28,202            28,847
  Inventories:
         Finished and in process                                113,255            94,133
         Materials and supplies                                 153,815           154,231
  Prepaid expenses and other                                     58,553            62,510
                                                            -----------       -----------
                                                                748,932           723,081
PROPERTY, PLANT AND EQUIPMENT, NET                            1,009,082         1,032,503
COST IN EXCESS OF FAIR VALUE OF ASSETS PURCHASED, NET           250,305           254,580
OTHER ASSETS                                                    284,645           286,856
                                                            -----------       -----------
         Total Assets                                       $ 2,292,964       $ 2,297,020
                                                            ===========       ===========

         LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Payable to suppliers                                      $   177,348       $   192,859
  Accrued expenses and other                                    164,252           139,175
  Notes payable and current portion of long-term debt            61,553            84,597
  Taxes on income                                                20,559                --
                                                            -----------       -----------
                                                                423,712           416,631
LONG-TERM DEBT                                                  843,346           819,540
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                      34,423            36,278
DEFERRED INCOME TAXES AND OTHER                                 125,174           123,351
SHAREHOLDERS' EQUITY
  Common stock, no par value
   Authorized 300,000 shares
   99,443 and 101,448 shares issued and outstanding at
  April 2, 2000 and December 31, 1999, respectively               7,175             7,175
  Capital in excess of stated value                             383,719           427,591
  Accumulated other comprehensive loss                         (139,769)         (123,008)
  Retained earnings                                             615,184           589,462
                                                            -----------       -----------
         Total Shareholders' Equity                             866,309           901,220
                                                            -----------       -----------
         Total Liabilities and Shareholders'  Equity        $ 2,292,964       $ 2,297,020
                                                            ===========       ===========
</TABLE>


* The year-end condensed consolidated balance sheet data was derived from
  audited financial statements, but does not include all disclosures required by
  generally accepted accounting principles.



      See accompanying Notes to Condensed Consolidated Financial Statements


<PAGE>   4









                             SONOCO PRODUCTS COMPANY
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
               (Dollars and shares in thousands except per share)

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                           --------------------------

                                                             April 2,      March 28,
                                                               2000           1999
                                                           ----------      ----------
      <S>                                                  <C>             <C>
      Net sales                                            $ 676,299       $ 560,479

      Cost of sales                                          524,638         425,902

      Selling, general and administrative expenses            67,426          59,270
      Gain on assets held for sale                                --          (3,500)
                                                           ---------       ---------

      Income before interest and taxes                        84,235          78,807

      Interest expense                                        15,519          12,470

      Interest income                                           (763)         (1,038)
                                                           ---------       ---------

      Income before income taxes                              69,479          67,375

      Provision for income taxes                              26,422          24,591
                                                           ---------       ---------
      Income before equity in earnings of affiliates/
              Minority interest in subsidiaries               43,057          42,784

      Equity in earnings of affiliates/Minority
              interest in subsidiaries                         1,960           1,163
                                                           ---------       ---------

      Net income                                           $  45,017       $  43,947
                                                           =========       =========

      Average common shares outstanding:
              Basic                                          100,908         101,815
              Assuming exercise of options                       176           1,001
                                                           ---------       ---------
              Diluted                                        101,084         102,816
                                                           =========       =========

      Per common share
      Net income:
              Basic                                        $    0.45       $    0.43
                                                           =========       =========
              Diluted                                      $    0.45       $    0.43
                                                           =========       =========

      Cash dividends per common share                      $     .19       $     .18
                                                           =========       =========
</TABLE>



      See accompanying Notes to Condensed Consolidated Financial Statements







<PAGE>   5


                             SONOCO PRODUCTS COMPANY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                            -------------------------
                                                              April 2,      March 28,
                                                                2000          1999
                                                            ----------     ----------
<S>                                                         <C>            <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                   $ 88,843       $ 73,405

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                    (22,618)       (31,472)
Cost of acquisitions, exclusive of cash                           --        (24,322)
Proceeds from non-operating notes receivable                      --         34,000
Proceeds from the sale of assets                                 528         14,477
Other, net                                                    (1,153)          (933)
                                                            --------       --------

Net cash used by investing activities                        (23,243)        (8,250)
                                                            --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt                                 3,519         37,578
Principal repayment of debt                                  (21,699)       (36,407)
Net increase (decrease) in commercial paper borrowings        20,200        (38,000)
Cash dividends                                               (19,295)       (18,332)
Common shares acquired                                       (46,364)            --
Common shares issued                                           2,089          2,301
                                                            --------       --------

Net cash used by financing activities                        (61,550)       (52,860)
                                                            --------       --------

EFFECTS OF EXCHANGE RATE CHANGES ON CASH                        (299)          (937)
                                                            --------       --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      3,751         11,358

Cash and cash equivalents at beginning of  period             36,515         57,249
                                                            --------       --------

Cash and cash equivalents at end of period                  $ 40,266       $ 68,607
                                                            ========       ========
</TABLE>



      See accompanying Notes to Condensed Consolidated Financial Statements




<PAGE>   6









                             SONOCO PRODUCTS COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1:  BASIS OF INTERIM PRESENTATION

                  In the opinion of the management of Sonoco Products Company
                  (the "Company"), the accompanying unaudited condensed
                  consolidated financial statements contain all adjustments
                  (consisting of only normal recurring adjustments) necessary to
                  present fairly the consolidated financial position, results of
                  operations, and cash flows for the interim periods reported
                  hereon. Operating results for the three months ended April 2,
                  2000, are not necessarily indicative of the results that may
                  be expected for the year ending December 31, 2000. These
                  condensed consolidated financial statements should be read in
                  conjunction with the consolidated financial statements and the
                  notes thereto included in the Company's annual report for the
                  fiscal year ended December 31, 1999.


NOTE 2:  DIVIDEND DECLARATIONS

                  On February 2, 2000, the Board of Directors declared a regular
                  quarterly dividend of $.19 per share. This dividend was paid
                  March 10, 2000 to shareholders of record as of February 18,
                  2000.

                  On April 19, 2000, the Board of Directors voted to raise the
                  regular quarterly dividend to $.20 per share payable June 9,
                  2000, to all shareholders of record May 19, 2000.


NOTE 3:  ACQUISITIONS/DISPOSITIONS

                  There were no acquisitions or dispositions during the first
                  quarter of 2000.


NOTE 4:  NEW ACCOUNTING PRONOUNCEMENT

                  On June 15, 1998, the Financial Accounting Standards Board
                  issued Statement of Financial Accounting Standards No. 133,
                  "Accounting for Derivative Instruments and Hedging Activities"
                  (FAS 133). The effective date of FAS 133 has been deferred by
                  FAS 137. FAS 133 is now effective for all fiscal quarters of
                  all fiscal years beginning after June 15, 2000 and requires
                  that all derivative instruments be recorded on the balance
                  sheet at their fair value. Changes in the fair value of
                  derivatives are recorded each period in current earnings or
                  other comprehensive income, depending on whether a derivative
                  is designated as part of a hedge transaction and, if it is,
                  the type of hedge transaction. Management of the Company
                  anticipates that, due to its limited use of derivative
                  instruments, the adoption of FAS 133 will not have a
                  significant effect on the Company's results of operations or
                  its financial position.




<PAGE>   7





                             SONOCO PRODUCTS COMPANY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)


NOTE 5:  COMPREHENSIVE INCOME

         The following table reconciles net income to comprehensive income
         (dollars in thousands):


<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                   -------------------------
                                                    April 2,       March 28,
                                                      2000           1999
                                                   -----------    ----------
<S>                                                <C>            <C>
Net income                                         $ 45,017       $ 43,947

Other comprehensive loss:
     Foreign currency translation adjustments       (16,761)       (24,492)
                                                   --------       --------

Comprehensive income                               $ 28,256       $ 19,455
                                                   ========       ========
</TABLE>

         The following table summarizes the components of the current
         period change in the accumulated other comprehensive loss
         balance (dollars in thousands):

<TABLE>
<CAPTION>


                                  Foreign        Minimum       Accumulated
                                 Currency        Pension          Other
                                Translation     Liability     Comprehensive
                                Adjustments     Adjustment        Loss
                                -----------     ----------    -------------
<S>                             <C>             <C>           <C>
Balance at January 1, 2000      $(118,882)      $(4,126)      $(123,008)

Year to date change               (16,761)           --         (16,761)
                                ---------       -------       ---------

Balance at April 2, 2000        $(135,643)      $(4,126)      $(139,769)
                                =========       =======       =========
</TABLE>




<PAGE>   8

                             SONOCO PRODUCTS COMPANY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)


NOTE 6:  FINANCIAL SEGMENT INFORMATION

         Sonoco reports its results in two primary segments, Industrial
         Packaging and Consumer Packaging. The industrial packaging segment
         includes engineered carriers / paper (paper and plastic tubes and
         cores, paper manufacturing, and recovered paper operations); and
         protective packaging (designed interior packaging and protective
         reels). The consumer packaging segment includes composite cans;
         flexible packaging (printed flexibles, high density bag and film
         products, and container seals); and packaging services and specialty
         products (e-Marketplace services, folding cartons, and paper glass
         covers and coasters).

                    FINANCIAL SEGMENT INFORMATION (UNAUDITED)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                                  Three Months Ended
                                           --------------------------------

                                            April 2, 2000    March 28, 1999
                                           --------------    --------------
<S>                                        <C>               <C>
Net Sales

         Industrial Packaging              $ 363,362            $ 307,890

         Consumer Packaging                  312,937              245,676

         Other*                                   --                6,913
                                           ---------            ---------


         Consolidated                      $ 676,299            $ 560,479
                                           =========            =========


Operating Profit

         Industrial Packaging              $  52,999            $  43,435

         Consumer Packaging                   31,236               31,744

         Other*                                   --                  128

         Gain on assets held for sale             --                3,500

         Interest, net                       (14,756)             (11,432)
                                           ---------            ---------

         Consolidated                      $  69,479            $  67,375
                                           =========            =========
</TABLE>



    *  Includes net sales and operating profits of divested businesses.




<PAGE>   9


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of Sonoco Products Company


We have reviewed the accompanying condensed consolidated balance sheet of Sonoco
Products Company as of April 2, 2000, and the related condensed consolidated
statements of income and cash flows for the three-month periods ended April 2,
2000 and March 28, 1999. These financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1999, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the year then ended (not presented herein); and in our report dated
January 26, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.






                                              /s/PricewaterhouseCoopers LLP
                                              ----------------------------------
                                              PricewaterhouseCoopers LLP

Charlotte, North Carolina
May 12, 2000






<PAGE>   10

                             SONOCO PRODUCTS COMPANY

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
                                   (UNAUDITED)

Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations that are not historical in nature, are
intended to be, and are hereby identified as "forward looking statements" for
purposes of the safe harbor provided by section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements include statements regarding
offsetting high raw material costs, adequacy of income tax provision,
refinancing of debt, adequacy of cash flows, and financial strategies and the
results expected from them. Such forward-looking statements are based on current
expectations, estimates and projections about our industry, management's beliefs
and certain assumptions made by management. Such information includes, without
limitation, discussions as to estimates, expectations, beliefs, plans,
strategies, and objectives concerning our future financial and operating
performance. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual results may differ materially from those expressed or
forecasted in such forward-looking statements. Such risks and uncertainties
include, without limitation; availability and pricing of raw materials; success
of new product development and introduction; ability to maintain or increase
productivity levels; international, national and local economic and market
conditions; ability to maintain market share; pricing pressures and demand for
products; continued strength of our paperboard-based engineered carrier and
composite can operations; currency stability and the rate of growth in foreign
markets; and actions of government agencies.

               FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999

RESULTS OF OPERATIONS

Consolidated net sales for the first quarter of 2000 were $676.3 million,
compared with $560.5 million in the first quarter of 1999. This year's first
quarter sales included 4 to 6 more billing days (depending on the specific
business) than the first quarter of 1999. Volume, which increased in most
businesses, coupled with acquisitions made during 1999, increased sales by
approximately $82 million. Sales also benefited from selling price increases of
approximately $41 million. Last year's first quarter included $6.9 million of
sales from operations that were divested in March 1999. On a comparable basis,
excluding divested businesses, sales for the first quarter of 2000 from ongoing
operations were $676.3 million, versus $553.6 million in the first quarter of
1999.

Net income for the first quarter of 2000 was $45.0 million, compared with $43.9
million in the same quarter last year. Sonoco's reported net income in the first
quarter of 1999 included a gain of $3.5 million from the sale of the Company's
labels business in the United Kingdom and its label machinery businesses in the
United Kingdom and the United States. Excluding this gain, net income in the
first quarter of 1999 was $40.4 million. The Company's reported earnings per
diluted share were $.45 and $.43 in the first quarter of 2000 and 1999,
respectively. Excluding the gain, earnings per diluted share in the first
quarter of 1999 were $.39.

First quarter results were impacted by significant raw material price increases,
particularly resin and old corrugated containers. These additional costs were
more than offset by continued volume growth throughout





<PAGE>   11

                             SONOCO PRODUCTS COMPANY

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                            (UNAUDITED), CONTINUED

         FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999, CONTINUED

the Company's businesses, strong productivity improvement, a decreased tax rate,
and strong pension fund returns. In addition, stock repurchases contributed to
the improvement in per share results.

Selling price increases will take effect in the second quarter of 2000 to
recover the higher raw material costs. However, due to the normal delay in price
/ cost recovery, the second quarter 2000 earnings per share will be negatively
impacted while the third and fourth quarters will benefit, thus leaving no
expected impact to earnings per share on an annual basis.

CONSUMER PACKAGING SEGMENT

The consumer packaging segment includes composite cans; flexible packaging
(printed flexibles, high density bag and film products, and container seals);
and packaging services and specialty products (e-Marketplace services, folding
cartons, and paper glass covers and coasters).

First quarter 2000 sales were $312.9 million, compared with $252.6 million in
the same quarter of 1999. On a comparable basis, excluding sales from divested
operations, first quarter 1999 sales were $245.7 million. Operating profits in
this segment were $31.2 million, compared with $31.7 million in the first
quarter of 1999.

The increase in first quarter 2000 sales in the consumer segment resulted
primarily from acquisitions, more billing days, and higher selling prices,
compared with the same period last year. Sales in 2000 reflect the impact of the
third quarter 1999 acquisitions of Graphic Packaging Corporation's flexible
packaging business and Crown, Cork & Seal's composite can business.

The domestic composite can businesses experienced unit volume growth of
approximately 4% in the first quarter of 2000 compared with the first quarter of
last year. The additional unit volume was due largely to the acquisition of
Crown, Cork & Seal's composite can business and strong sales in the snack
product line. Volumes were particularly strong in the first two months of the
quarter before experiencing a downturn in March due in part to certain customers
utilizing excess inventories created as a result of planning for potential Year
2000 issues. The volume shortfalls experienced in March should be temporary and
volume has already begun to return to expected levels in April.





<PAGE>   12

                             SONOCO PRODUCTS COMPANY

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                            (UNAUDITED), CONTINUED

         FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999, CONTINUED

CONSUMER PACKAGING SEGMENT, CONTINUED

Volumes in the European composite can businesses were weaker overall in the
first quarter of 2000 compared with the same period last year primarily due to
shortfalls in snack can sales. Volumes were stronger in Latin America, largely
due to increased sales of composite cans for powdered infant formula produced at
a new facility in Delicias, Mexico.

Volume in the high density film products operations was higher in the first
quarter of 2000 compared with the same period last year, particularly in the
retail segment of the business. Operating profits were approximately $4 million
lower than last year's first quarter operating profits due to unrecovered resin
price increases. These operations have experienced a 56% increase in resin
prices since the end of March 1999. Additional selling price increases will take
effect in the second quarter 2000 to recover part of the resin price increases.

INDUSTRIAL PACKAGING SEGMENT

The industrial packaging segment includes engineered carriers / paper (paper and
plastic tubes and cores, paper manufacturing, and recovered paper operations);
and protective packaging (designed interior packaging and protective reels).

First quarter 2000 sales for the industrial packaging segment were $363.4
million, compared with $307.9 million in the same period last year. Operating
profits for this segment were $53.0 million, compared with $43.4 million in the
first quarter of 1999.

The increase in sales and profits in this segment resulted primarily from
increased volume in paper and plastic tubes and cores, compared with the first
quarter of 1999, which experienced direct and indirect adverse effects from the
downturn in the Asian economy. In addition, more calendar days in the first
quarter 2000, productivity improvements, and the impact of previously announced
price increases in response to rising general operating and raw material costs,
contributed to improved first quarter 2000 results compared to the same period
last year.

In the domestic integrated paper and engineered carriers business, first quarter
unit volume increased approximately three percent on a comparable billing day
basis from the same period last year. Selling prices for engineered carriers
were higher compared with last year's first quarter as prices were raised in
order to pass through higher recovered paper costs. Two $10 per ton price
increases in old corrugated containers (OCC) were






<PAGE>   13

                             SONOCO PRODUCTS COMPANY

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

                             (UNAUDITED), CONTINUED

         FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999, CONTINUED

INDUSTRIAL PACKAGING SEGMENT, CONTINUED
experienced in the first quarter of 2000 bringing the total increases in OCC to
$55 per ton since March 1999. OCC costs have continued to increase in the second
quarter of 2000. Additional selling price increases will take effect for
converted products in North America in the second quarter of 2000. Similar
increases in recovered paper costs have been experienced in the Company's
operations in Europe where selling price increases will also be implemented in
the second quarter. These selling price increases are not expected to fully
recover the raw material cost increases in the second quarter of 2000, but full
recovery is expected over the second half of 2000.

Strong volume in the Company's protective packaging operations contributed to
higher sales and earnings in the first quarter of 2000 compared with the first
quarter of 1999. Part of the increase in volume is due to a new designed
interior packaging facility in San Luis Potosi, Mexico, which began production
in the second half of 1999. In addition, productivity improvements contributed
to the improved performance of these operations.

CORPORATE

General corporate expenses have been allocated as operating costs to each of the
segments. Net interest expense was approximately $3.3 million higher in the
first quarter of 2000 compared with the same quarter of 1999 due to a
combination of higher average interest rates and higher debt balances as a
result of funding acquisitions and stock repurchases. Under a previously
announced plan to repurchase at least enough common shares to prevent dilution
related to stock options, the Company repurchased approximately 2.5 million
shares during the first quarter of 2000 for approximately $46.4 million, for an
average price of $18.74 per share.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

The Company's financial position remained strong through the first quarter of
2000. The debt-to-capital ratio, after adjusting debt levels for excess cash
related to the issuance of restricted purpose bonds, increased to 48.2% at April
2, 2000, from 47.5% at December 31, 1999. The increase is primarily attributable
to the reduction of total equity resulting from the repurchase of $46.4 million
of the Company's common stock.

Working capital increased $18.8 million to $325.2 million during the first
quarter of 2000, driven by net increases in current assets, particularly trade
accounts receivable and inventory. Strong volume in the fourth quarter resulted
in lower than optimal inventory levels at December 31, 1999. Although trade
accounts receivable balances were above the December 1999 levels, they continued
to decline relative to days sales outstanding for the same period last year.




<PAGE>   14

                             SONOCO PRODUCTS COMPANY

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF  OPERATIONS

                             (UNAUDITED), CONTINUED

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES, CONTINUED

Cash generated from operations of $88.8 million was used to fund capital
expenditures of $22.6 million, pay dividends of $19.3 million, and repurchase
$46.4 million of the Company's common stock. The Company expects internally
generated cash flows along with borrowings available under its commercial paper
and other existing credit facilities to be sufficient to meet operating and
normal capital expenditure requirements.

EURO COMPLIANCE

On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed conversion rates between their existing currencies and the
Euro and adopted the Euro as their common legal currency (the "Euro
Conversion"). The impact to the Company of the Euro Conversion has not been
material through the first quarter of 2000. The Company is currently unsure of
the potential impact that the Euro Conversion will have on its business,
financial condition, results of operations, and cash flows, particularly as it
relates to its European operations. However, the Company does not anticipate
that the Euro Conversion will have a material adverse effect on its future
business, financial condition, results of operations, or cash flows.



<PAGE>   15


                             SONOCO PRODUCTS COMPANY
                          PART I. FINANCIAL INFORMATION

Item 3.         Quantitative and Qualitative Disclosures About Market Risk

                Information about the Company's exposure to market risk was
                disclosed in its 1999 Annual Report on Form 10-K which was
                filed with the Securities and Exchange Commission on March 24,
                2000. There have been no material quantitative or qualitative
                changes in market risk exposures since the date of that
                filing.

                           PART II. OTHER INFORMATION

Item 4.         Submission of Matters to a Vote of Security Holders

                The Company's annual meeting of shareholders was held on April
                19, 2000. The following matters, as described more fully in the
                Company's Proxy Statement, were approved by the shareholders at
                this meeting:

                (1) The following directors were elected:

<TABLE>
<CAPTION>

                                                                             VOTES
                                                                 ----------------------------
                                                    Term             For             Withheld
                                                   ------        ----------         ---------
                      <S>                          <C>           <C>                <C>
                      C. W. Coker                  3-year        81,768,521         2,864,481
                      H. E. DeLoach, Jr.           3-year        79,920,744         4,712,258
                      A. T. Dickson                3-year        81,942,101         2,690,901
                      C. D. Spangler, Jr.          3-year        82,047,442         2,585,560
                      Dona Davis Young             3-year        81,719,277         2,913,725
</TABLE>

                (2)   The Performance-Based Annual Incentive Plan for Executive
                      Officers was approved by the shareholders by a vote of
                      79,424,831 for and 3,876,916 against, with 1,331,255 votes
                      abstaining.

                (3)   PricewaterhouseCoopers LLP, Certified Public Accountants,
                      was approved as the independent auditors of the
                      corporation for the fiscal year ending December 31, 2000.
                      The shareholders voted 84,203,411 for and 233,598 against
                      this appointment, with 195,993 votes abstaining.

                There were 17,214,071 non-votes for each matter voted upon.




<PAGE>   16

                             SONOCO PRODUCTS COMPANY
                           PART II. OTHER INFORMATION

Item 6.         Exhibits and Reports on Form 8-K
- -------         --------------------------------

                (a)    Exhibit (10-7)-Performance-Based Annual Incentive
                       Plan for Executive Officers (incorporated by reference
                       to the Company's definitive Proxy Statement for the
                       2000 Annual Meeting of Shareholders filed with the SEC
                       on March 15, 2000)

                       Exhibit (27)-Financial Data Schedule (for SEC use only)


                (b)    No Current Reports on Form 8-K were filed by the Company
                       during the first quarter of 2000.


<PAGE>   17


                  S O N O C O  P R O D U C T S  C O M P A N Y


                                   SIGNATURE




                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.















                                                SONOCO PRODUCTS COMPANY
                                               ---------------------------------
                                                      (Registrant)



Date:     May 12, 2000
     --------------------                      By: /s/ F. T. Hill, Jr.
                                                  ------------------------------
                                                       F. T. Hill, Jr.
                                                       Vice President and
                                                       Chief Financial Officer

<PAGE>   18




                             SONOCO PRODUCTS COMPANY

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

                           Exhibit
                           Number       Description
                           ------       -----------

                           <S>      <C>
                           10-7     Performance-Based Annual Incentive Plan for
                                    Executive Officers (incorporated by
                                    reference to the Company's definitive Proxy
                                    Statement for the 2000 Annual Meeting of
                                    Shareholders filed with the SEC on March 15,
                                    2000)

                           27       Financial Data Schedule for the first
                                    quarter of 2000 (for SEC use only)
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SONOCO PRODUCTS COMPANY FOR THE THREE MONTHS ENDED APRIL
2, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               APR-02-2000
<EXCHANGE-RATE>                                      1
<CASH>                                          32,006
<SECURITIES>                                     8,260
<RECEIVABLES>                                  360,292
<ALLOWANCES>                                     5,451
<INVENTORY>                                    267,070
<CURRENT-ASSETS>                               748,932
<PP&E>                                       2,079,491
<DEPRECIATION>                               1,070,409
<TOTAL-ASSETS>                               2,292,964
<CURRENT-LIABILITIES>                          423,712
<BONDS>                                        843,346
                                0
                                          0
<COMMON>                                         7,175
<OTHER-SE>                                     859,134
<TOTAL-LIABILITY-AND-EQUITY>                 2,292,964
<SALES>                                        676,299
<TOTAL-REVENUES>                               676,299
<CGS>                                          524,638
<TOTAL-COSTS>                                  524,638
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   568
<INTEREST-EXPENSE>                              15,519
<INCOME-PRETAX>                                 69,479
<INCOME-TAX>                                    26,422
<INCOME-CONTINUING>                             45,017
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    45,017
<EPS-BASIC>                                       0.45
<EPS-DILUTED>                                     0.45


</TABLE>


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