UNITED STATESSECURITIES 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
SONOCO PRODUCTS COMPANY
One North Second Street
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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuers classes of common stock at November 2, 2003:
Common stock, no par value: 97,031,485
INDEX
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Part I. Financial Information Item 1. Financial Statements
SONOCO PRODUCTS COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS(Dollars and shares in thousands)
* 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 Consolidated Financial Statements
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SONOCO PRODUCTS COMPANYCONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)(Dollars and shares in thousands except per share data)
See accompanying Notes to Condensed Consolidated Financial Statements
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SONOCO PRODUCTS COMPANYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(Dollars in thousands)
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SONOCO PRODUCTS COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Dollars and shares in thousands except per share data)(Unaudited)
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Note 5: Comprehensive Income (Loss)
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Note 6: Financial Segment Information
FINANCIAL SEGMENT INFORMATION (Unaudited)
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Note 7: Restructuring Charges
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Note 7: Restructuring Charges continued,
Note 8: Dividend Declarations
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Note 9: Goodwill and Intangible Assets
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands except per share data) (Unaudited)" -->
Note 10: Stock Plans
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Note 11: New Accounting Pronouncements
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Note 12: Assets Held for Sale
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Report of Independent Auditors
To the Shareholders and Directors of Sonoco Products Company
We have reviewed the accompanying condensed consolidated balance sheet of Sonoco Products Company as of September 28, 2003, and the related condensed consolidated statements of income for each of the three-month and nine-month periods ended September 28, 2003 and September 29, 2002, and the condensed consolidated statements of cash flows for the nine-month periods ended September 28, 2003 and September 29, 2002. These financial statements are the responsibility of the Companys 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 accounting principles generally accepted in the United States of America.
We previously audited in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2002, and the related consolidated statements of income, changes in shareholders equity and cash flows for the year then ended (not presented herein); and in our report dated January 29, 2003, 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, 2002, is fairly stated in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Charlotte, North CarolinaNovember 6, 2003
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Statements included in Managements 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. The words estimate, project, intend, expect, believe, plan, anticipate, objective, goal, and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding offsetting high raw material costs, adequacy of income tax provisions, refinancing of debt, adequacy of cash flows, effects of acquisitions and dispositions, adequacy of provisions for environmental liabilities, financial strategies and the results expected from them, and producing improvements in earnings. Such forward-looking statements are based on current expectations, estimates and projections about our industry, managements 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; fluctuations in obligations and earnings of pension and postretirement benefit plans; ability to maintain market share; pricing pressures and demand for products; continued strength of our paperboard-based engineered carrier and composite can operations; anticipated results of restructuring activities; resolution of income tax contingencies; ability to successfully integrate newly acquired businesses into the Companys operations; currency stability and the rate of growth in foreign markets; use of financial instruments to hedge foreign exchange, interest rate and commodity price risk; actions of government agencies; loss of consumer confidence; and economic disruptions resulting from terrorist activities.
Third Quarter 2003 Compared with Third Quarter 2002
Results of Operations
In September 2003, the Company announced that it has entered into a definitive agreement to sell its High Density Film business. Operating results of this business have been presented for all periods as Income from discontinued operations (net of income taxes) in the Companys Condensed Consolidated Statements of Income. All operating results discussed herein exclude the impact of the High Density Film business unless otherwise noted.
Consolidated net sales for the third quarter of 2003 were $688.1 million, versus $686.8 million in the third quarter of 2002. Sales for the third quarter were basically flat, compared with the same period in 2002, primarily reflecting lower volumes in most of the Companys businesses totaling approximately $14 million and price declines totaling approximately $4 million, mainly in the Companys recovered paper operations, offset by favorable exchange rates of approximately $19 million as the dollar weakened against foreign currencies. Overall, volume was down approximately two percent during the third quarter of 2003 driven principally by weaker customer demand in served markets.
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Managements Discussion and Analysis of Financial Condition and Results of Operations,continued
Results of Operations continued,
Net income (including discontinued operations) for the third quarter was $13.7 million compared with $29.2 million in the third quarter of 2002. Net income from continuing operations for the third quarter of 2003 was $10.4 million, versus $27 million in the same period of 2002. Net income from continuing operations for the third quarter of 2003 included charges in connection with the Companys previously announced restructuring actions of approximately $24.2 million ($15.6 million after tax and minority interest). For the third quarter of 2002, net income from continuing operations included restructuring charges of $6.3 million ($4 million after tax). Third quarter 2003 pretax results were adversely impacted by lower volumes of approximately $6 million, higher fixed costs of approximately $2 million and higher energy costs of approximately $2 million, offset in part by the results of on-going productivity initiatives of approximately $4 million. Additionally, higher pension and postretirement expense lowered pretax earnings approximately $6.7 million in the third quarter of 2003 when compared with 2002. Full year results for 2003 are expected to be impacted by an incremental increase in pension and postretirement expense of approximately $28 million (pretax) when compared with 2002.
The Company reported earnings per diluted share including discontinued operations of $0.14 and $0.30 in the third quarter of 2003 and 2002, respectively. Earnings for the third quarter included restructuring charges of $0.16 per share and $0.04 per share in 2003 and 2002, respectively.
Consumer Packaging Segment
The Consumer Packaging segment includes the following products and services: round and shaped rigid packaging, both composite and plastic; printed flexible packaging; metal and plastic ends and closures; specialty packaging; and packaging services.
Third quarter 2003 sales were $308.6 million, compared with $313.4 million in the same quarter of 2002. Operating profit in the third quarter of 2003 for this segment was $19.8 million, versus $23.2 million in the third quarter of 2002.
The decrease in third quarter 2003 sales was primarily due to decreased volume of approximately $12 million mainly associated with rigid paper and plastic packaging and flexible packaging, partially offset by higher average selling prices of approximately $1 million and favorable exchange rates of approximately
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Consumer Packaging Segment continued,
$7 million as the dollar weakened against foreign currencies. Overall, volumes in the Consumer Packaging segment were down approximately four percent, compared with last years third quarter.
Third quarter 2003 operating profit in this segment was adversely impacted by lower volume of approximately $3 million. Additionally, higher pension and postretirement expense of approximately $3.3 million and higher materials cost of approximately $2 million impacted third quarter 2003 profits. These costs were partially offset by approximately $5 million of higher average selling prices and the results of on-going productivity initiatives.
Restructuring charges of $4 million, recorded in the third quarter of 2003, included severance charges of $3.7 million and other charges of $0.3 million.
Industrial Packaging Segment
The Industrial Packaging segment includes the following products: high performance paper, plastic and composite engineered carriers; paperboard; wooden, metal and composite reels for wire and cable packaging; fiber-based construction tubes and forms; custom designed protective packaging; and supply chain management capabilities.
Third quarter 2003 sales for the Industrial Packaging segment were $379.5 million, versus $373.4 million in the same period last year. Operating profit in the third quarter of 2003 for the segment was $29 million, versus $36.6 million in the third quarter of 2002.
The higher sales, compared to last years third quarter, were due primarily to higher average selling prices (excluding recovered paper) of approximately $4 million and favorable exchange rates of approximately $12 million as the dollar weakened against foreign currencies. These increases were partially offset by lower volume across the segment in excess of $2 million and reduced selling prices of recovered paper of approximately $8 million, driven primarily by lower old corrugated containers prices. Volumes in this segment were down less than one percent, compared with last years third quarter.
Third quarter 2003 operating profit in this segment was adversely impacted by approximately $2 million due to lower volume, as discussed above. Reduced selling prices of recovered paper negatively impacted the
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Industrial Packaging Segment continued,
Companys engineered carriers/paper operations but were nearly offset by lower average material costs, driven primarily by reduced old corrugated containers prices. Additionally, higher pension and postretirement expenses of approximately $3.4 million and higher energy costs of approximately $2 million further reduced operating profits.
Restructuring charges of $13.9 million, recorded in the third quarter of 2003, included severance charges of $11 million, asset impairment charges of $2.8 million, and other charges of $0.1 million.
September 2003 Year-to-Date Compared with September 2002 Year-to-Date
As discussed in the third quarter comparison, in September 2003, the Company announced that it has entered into a definitive agreement to sell its High Density Film business. Operating results of this business have been presented for all periods as Income from discontinued operations (net of income taxes) in the Companys Condensed Consolidated Statements of Income. All operating results discussed herein exclude the impact of the High Density Film business unless otherwise noted.
Consolidated net sales for the first nine months of 2003 were $2.03 billion, versus $2 billion in the first nine months of 2002. Sales for the period were slightly higher than the same period in 2002, primarily reflecting higher average selling prices of approximately $14 million, mainly attributed to the Companys engineered carriers/paper operations and favorable exchange rates of approximately $45 million as the dollar weakened against foreign currencies. Partially offsetting the higher revenue were lower volumes in most of the Companys businesses of approximately $36 million. Overall, sales were basically flat while volume was down approximately two percent during the period.
Net income (including discontinued operations) for the first nine months of 2003 was $65.5 million, versus $100.5 million during the first nine months of 2002. Net income from continuing operations for the first nine months of 2003 was $59.1 million, versus $95 million during the first nine months of 2002. Net income from continuing operations for the first nine months of 2003 included restructuring charges of $33.1 million ($24.2 million after tax) compared with restructuring charges totaling $7.5 million ($4.7 million after tax) in 2002.
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Pretax results for the first nine months were adversely impacted by a negative price/cost relationship of approximately $7 million, primarily associated with higher costs for OCC, the Companys primary raw material and higher raw material costs in the Companys rigid paper and plastic packaging operations. Additionally, higher pension and postretirement expense of approximately $20.8 million, lower volumes of approximately $9 million, and higher energy costs of approximately $8 million were partially offset by approximately $22 million of lower fixed costs and the results of on-going productivity initiatives.
The Company reported earnings per diluted share including discontinued operations of $0.68 and $1.03 in the first nine months of 2003 and 2002, respectively. Earnings for the first nine months included restructuring charges of $0.25 per share and $0.05 per share, in 2003 and 2002, respectively.
Sales for the first nine months of 2003 were $910.1 million, compared with $911.5 million in the same period of 2002. Operating profit during the first nine months of 2003 for this segment was $65.4 million, versus $72.3 million in the first nine months of 2002.
The decrease in sales for the first nine months of 2003 sales was primarily due to decreased volume of approximately $17 million, mainly associated with rigid paper and plastic packaging and flexible packaging, partially offset by favorable exchange rates of approximately $15 million as the dollar weakened against foreign currencies. Overall, volumes in the Consumer Packaging segment were down approximately two percent, compared with last years first nine months.
Operating profit for the first nine months of 2003 in this segment was adversely impacted by lower volume of approximately $6 million as discussed above as well as a negative price/cost relationship of approximately $1 million, primarily associated with higher material costs in the Companys rigid paper and plastic packaging operations. Additionally, increased fixed costs and wage rate increases totaling approximately $5 million along with higher pension and postretirement expense of approximately $10.4 million impacted 2003 profits. These costs were partially offset by the results of on-going productivity initiatives of approximately $15 million.
During the first nine months of 2003, the segment recorded restructuring charges of $4.5 million, including severance charges of $3.8 million and other charges of $0.7 million.
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Sales for the first nine months of 2003 in the Industrial Packaging segment were $1.12 billion, versus $1.09 billion in the same period last year. Operating profit in the first nine months of 2003 for the segment was $92.4 million, versus $115.3 million in the first nine months of 2002.
The higher sales, compared to last years first nine months, were due primarily to higher average selling prices of approximately $14 million, primarily in the Companys engineered carriers/paper operations, and favorable exchange rates of approximately $30 million as the dollar weakened against foreign currencies, partially offset by lower volume across the segment of approximately $20 million. Volumes in this segment were down approximately two percent, compared with last years first nine months.
Operating profit for the first nine months of 2003 in this segment was adversely impacted by lower volumes as discussed above of approximately $5 million and a negative price/cost relationship of approximately $7 million, primarily associated with higher costs for OCC in the Companys engineered carrier/paper operations. Additionally, higher pension and postretirement expenses of approximately $10.4 million and higher energy costs of approximately $8 million were partially offset by approximately $8 million related to lower fixed costs and productivity initiatives.
Restructuring charges of $22.4 million, recorded during the first nine months of 2003, included severance charges of $18.6 million, asset impairment charges of $3.5 million, and other charges of $0.3 million. The restructuring charges were primarily associated with a global reduction in salaried positions and plant closings in Europe.
Discontinued Operations
During the third quarter of 2003, the Company announced that it has entered into a definitive agreement to sell its High Density Film business to Hilex Poly Co., LLC. The Company is expecting to receive proceeds totaling approximately $123 million, consisting of approximately $85 million in cash and approximately $38 million in a preferred limited liability company interest and note receivable. This transaction is expected to result in a gain of approximately $50 million after tax and is expected to be completed in the fourth quarter of 2003. The Company believes this decision will reduce its exposure to the more cyclical high density resin markets and permit it to redeploy the value of those assets into its higher growth rate core businesses. Operating results of this business have been presented for all periods as Income from discontinued operations (net of income taxes) in the accompanying Condensed Consolidated Statements of Income. Assets and associated liabilities
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Discontinued Operations continued,
are shown as Assets held for sale and Liabilities associated with assets held for sale, respectively, in the Condensed Consolidated Balance Sheets. The business unit was previously included in the Companys Consumer Packaging segment.
Corporate
General corporate expenses have been allocated as operating costs to each of the segments. Net interest expense declined $1.4 million compared to the same period last year primarily due to lower average debt levels and lower interest rates. Restructuring charges of $6.2 million, consisting entirely of severance charges, recorded during the third quarter of 2003 were not allocated to the operating segments.
Based on the current market value of plan assets, the Companys U.S. pension plan remains fully funded as of the end of the third quarter 2003. The Company will continue to closely monitor the funded status of the U.S. pension plan due to declines in bond performance and uncertainty in the stock market and, as a result, may make additional contributions to the U.S. pension plan in order to maintain a fully funded status.
The effective tax rate for the three-month and nine-month periods ended September 28, 2003, was 35.2 percent and 38.5 percent, respectively, compared with 36 percent for the same periods last year. Excluding the impact of certain non-deductible foreign restructuring charges, the effective tax rate would have been 35.2 percent for the nine-month period ended September 28, 2003. The drop in the effective tax rate, from 36 percent in the first nine months of 2002 to 35.2 percent for the same period in 2003, is primarily attributed to the geographic mix of taxable earnings and the impact of favorable permanent book/tax differences on lower earnings.
Equity in earnings of affiliates/Minority interest in subsidiaries increased $1 million and $0.9 million, for the three-month and nine-month periods ended September 28, 2003, respectively, over the same periods in 2002 primarily due to higher minority interest losses in Asia and earnings improvement at affiliate operations in France and Italy, partially offset by lower earnings at affiliate operations in Canada and the United States.
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New Accounting Pronouncements
Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (FAS 143), which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of FAS 143 did not have a material effect on the Companys financial statements.
As of January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (FAS 146), which nullifies Emerging Issues Task Force Issue No. 94-3 (Issue 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). FAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entitys commitment to an exit plan. The adoption of FAS 146 did not have a material effect on the Companys financial statements except for the timing of the recognition of costs associated with exit or disposal activities.
In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No.149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (FAS 149). FAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement of Financial Accounting Standards 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133). FAS 149 also amends certain other existing pronouncements. FAS 149 is effective for contracts entered into or modified after June 30, 2003, (except that provisions of FAS 149 that relate to FAS 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates) with certain exceptions and for hedging relationships designated after June 30, 2003. The adoption of FAS 149 did not have a material effect on the Companys financial statements.
In May 2003, the FASB issued Statement of Financial Accounting Standards No.150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (FAS 150). FAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of FAS 150 as a liability, which previously may have been classified as equity, consistent with the current definition of liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of FAS 150 did not have a material effect on the Companys financial statements.
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New Accounting Pronouncements continued,
In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 addresses when a company should include in its financial statements the assets, liabilities and activities of a variable interest entity. It defines variable interest entities as those entities with a business purpose that either do not have any equity investors with voting rights, or have equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN 46 consolidation requirements are effective for all variable interest entities created after January 31, 2003, and to pre-existing entities in the first fiscal year or interim period beginning after June 15, 2003. Certain disclosure requirements are effective for financial statements issued after January 31, 2003. The adoption of FIN 46 did not have a material effect on the Companys financial statements.
Restructuring and Impairment
During the third quarter of 2003, the Company announced plans to reduce its overall cost structure by $60 million (pretax) per year, which has now been modified to a target of $54 million (pretax) as a result of the expected disposition of the High Density Film business. These plans involve the reduction of approximately 320 global salaried positions and the closure of five plants expected to result in annual savings of approximately $43 million (pretax). The objective of the restructuring plan is to realign and centralize a number of staff functions and eliminate excess plant capacity. As a result, the Company recognized restructuring charges of approximately $24 million (pretax) during the quarter and expects to recognize an additional cost of approximately $12 million (pretax) in the future associated with these actions.
As part of the target to reduce its cost structure by $54 million, the Company expects to announce in the fourth quarter and throughout 2004, the closing of an additional 10 to 15 plants targeted to achieve savings of approximately $11 million (pretax) in annualized fixed cost reductions. The costs associated with the future plant closings have not yet been determined.
During the first nine months of 2003, the Company recognized restructuring charges net of adjustments, of $33.1 million ($24.2 million after tax). These restructuring charges, net of adjustments, consisted of severance and termination benefits of $28.5 million, asset impairment charges of $3.6 million, and other exit costs of $1 million. During 2002, the Company recognized restructuring charges (excluding those related to High Density Film) of $10.4 million ($6.6 million after tax). Of this amount, charges of $7.5 million ($4.7 million after tax) were recognized during the first nine months of 2002. With the exception of on-going pension subsidies and certain building lease termination expenses, costs associated with these restructuring actions are expected to be paid by the end of the third quarter 2004 using cash generated by operations.
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Restructuring and Impairment continued,
The Company has operations in Asia that have been underperforming. Certain improvements in the operation are being evaluated which are expected to result in improved operating results and cash flow. If the improvements do not indicate sufficient future positive cash flow, the Company may be required to record an impairment provision for any excess of book value ($20 million) over fair value. If fully impaired, the after-tax and after minority interest charge would be approximately $.08 per diluted share.
Financial Position, Liquidity and Capital Resources
The Companys financial position remained strong during the first nine months of 2003. Total debt decreased during the first nine months of 2003 to $775.9 million from $833.8 million at December 31, 2002. Net working capital (current assets less current liabilities) increased $86.5 million to $191.1 million during the first nine months of 2003, primarily driven by the reclassification of non-current assets associated with the High Density Film business to Assets held for sale in the current asset section of the Companys Condensed Consolidated Balance Sheet. Excluding approximately $42 million of reclassified non-current assets, net working capital increased by approximately $45 million. This increase was driven primarily by an increase in trade accounts receivable and, to a lesser extent, an increase in inventory and a decrease in trade accounts payable. The increase in accounts receivable is mainly attributed to the timing of certain customer remittances (despite an overall improved aging) and some extended customer terms.
For the first nine months of 2003, cash generated from operations totaled $205.6 million compared with $214.3 million for the same period in 2002. Cash flows were lower in 2003 primarily as a result of higher working capital as described above and lower net income. Cash generated from operations in the first nine months of 2003 was used to fund capital expenditures of $81.6 million and to pay dividends of $60.8 million. The Company expects internally generated cash flows to be sufficient to meet operating and normal capital expenditure requirements on a short-term and long-term basis.
In July 2003, the Company renewed its $450 million backstop credit line for commercial paper, short-term borrowing under uncommitted facilities and future liquidity needs. The credit agreement matures in July 2004 unless the Company exercises a one-year term-out option.
Also, in July 2003, the Company entered into a swap to match the terms of a $150 million bond maturing in 2004. The swap qualified as a fair value hedge under FAS 133 and swapped fixed interest for floating.
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PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 5. Other Information
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Item 6. Exhibits and Reports on Form 8-K
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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.
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EXHIBIT INDEX
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