þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Incorporated under the laws of South Carolina |
I.R.S. Employer Identification No. 57-0248420 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
2
March 30, | December 31, | |||||||
2008 | 2007* | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 74,029 | $ | 70,758 | ||||
Trade accounts receivable, net of allowances |
515,954 | 488,409 | ||||||
Other receivables |
38,581 | 34,328 | ||||||
Inventories: |
||||||||
Finished and in process |
143,024 | 138,722 | ||||||
Materials and supplies |
206,966 | 204,362 | ||||||
Prepaid expenses |
54,126 | 50,747 | ||||||
Deferred income taxes |
41,816 | 40,353 | ||||||
1,074,496 | 1,027,679 | |||||||
Property, Plant and Equipment, Net |
1,098,490 | 1,105,342 | ||||||
Goodwill |
831,745 | 828,348 | ||||||
Other Intangible Assets, Net |
142,121 | 139,436 | ||||||
Other Assets |
199,766 | 239,438 | ||||||
Total Assets |
$ | 3,346,618 | $ | 3,340,243 | ||||
Liabilities and Shareholders Equity |
||||||||
Current Liabilities |
||||||||
Payable to suppliers |
$ | 429,110 | $ | 426,138 | ||||
Accrued expenses and other |
269,778 | 275,133 | ||||||
Notes payable and current portion of long-term debt |
43,552 | 45,199 | ||||||
Accrued taxes |
13,260 | 11,611 | ||||||
755,700 | 758,081 | |||||||
Long-Term Debt, Net of Current Portion |
796,311 | 804,339 | ||||||
Pension and Other Postretirement Benefits |
182,129 | 180,509 | ||||||
Deferred Income Taxes |
92,239 | 84,977 | ||||||
Other Liabilities |
67,600 | 70,800 | ||||||
Commitments and Contingencies |
||||||||
Shareholders Equity |
||||||||
Common stock, no par value |
||||||||
Authorized 300,000 shares |
||||||||
99,488 and 99,431 shares issued and outstanding
at March 30, 2008 and December 31, 2007, respectively |
7,175 | 7,175 | ||||||
Capital in excess of stated value |
394,460 | 391,628 | ||||||
Accumulated other comprehensive loss |
(85,038 | ) | (107,374 | ) | ||||
Retained earnings |
1,136,042 | 1,150,108 | ||||||
Total Shareholders Equity |
1,452,639 | 1,441,537 | ||||||
Total Liabilities and Shareholders Equity |
$ | 3,346,618 | $ | 3,340,243 | ||||
* | 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. |
3
Three Months Ended | ||||||||
March 30, | April 1, | |||||||
2008 | 2007 | |||||||
Net sales |
$ | 1,037,996 | $ | 955,679 | ||||
Cost of sales |
851,594 | 770,514 | ||||||
Gross Profit |
186,402 | 185,165 | ||||||
Selling, general and administrative expenses |
98,149 | 89,686 | ||||||
Restructuring / Asset impairment charges (see Notes 4 and 5) |
61,538 | 6,806 | ||||||
Income before interest and income taxes |
26,715 | 88,673 | ||||||
Interest expense |
14,554 | 14,124 | ||||||
Interest income |
(1,326 | ) | (2,636 | ) | ||||
Income before income taxes |
13,487 | 77,185 | ||||||
Provision for income taxes |
6,449 | 26,549 | ||||||
Income before equity in earnings of affiliates/minority
interest in subsidiaries |
7,038 | 50,636 | ||||||
Equity in earnings of affiliates/minority interest in
subsidiaries, net of tax |
6,221 | 2,468 | ||||||
Net income |
$ | 13,259 | $ | 53,104 | ||||
Weighted average common shares outstanding: |
||||||||
Basic |
100,089 | 100,714 | ||||||
Diluted |
100,702 | 102,293 | ||||||
Per common share: |
||||||||
Net income: |
||||||||
Basic |
$ | 0.13 | $ | 0.53 | ||||
Diluted |
$ | 0.13 | $ | 0.52 | ||||
Cash dividends |
$ | 0.26 | $ | 0.24 | ||||
4
Three Months Ended | ||||||||
March 30, | April 1, | |||||||
2008 | 2007* | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 13,259 | $ | 53,104 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Financial asset impairment |
42,651 | | ||||||
Restructuring-related asset impairment |
11,344 | 381 | ||||||
Depreciation, depletion and amortization |
45,853 | 42,722 | ||||||
Non-cash share-based compensation expense |
3,417 | 3,823 | ||||||
Equity in earnings of affiliates/minority interest in subsidiaries |
(6,218 | ) | (2,468 | ) | ||||
Cash dividends from affiliated companies |
| 452 | ||||||
Loss on disposition of assets |
394 | 512 | ||||||
Tax effect of nonqualified stock options |
154 | 2,175 | ||||||
Excess tax benefit of share-based compensation |
(54 | ) | (2,175 | ) | ||||
Deferred taxes |
4,341 | 1,738 | ||||||
Change in assets and liabilities, net of effects from acquisitions,
dispositions, and foreign currency adjustments: |
||||||||
Receivables |
(26,520 | ) | (29,894 | ) | ||||
Inventories |
(3,828 | ) | (7,809 | ) | ||||
Prepaid expenses |
786 | (13,116 | ) | |||||
Payables and deferred expenses |
(19,269 | ) | 3,555 | |||||
Cash contribution to pension plans |
(6,368 | ) | (4,035 | ) | ||||
Prepaid income taxes and taxes payable |
(2,621 | ) | 32,821 | |||||
Other assets and liabilities |
6,697 | (23,830 | ) | |||||
Net cash provided by operating activities |
64,018 | 57,956 | ||||||
Cash Flows from Investing Activities: |
||||||||
Purchase of property, plant and equipment |
(34,126 | ) | (36,919 | ) | ||||
Cost of acquisitions, net of cash acquired |
(5,535 | ) | | |||||
Proceeds from the sale of assets |
547 | 726 | ||||||
Investment in affiliates and other |
(979 | ) | | |||||
Net cash used in investing activities |
(40,093 | ) | (36,193 | ) | ||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of debt |
6,155 | 15,240 | ||||||
Principal repayment of debt |
(43,960 | ) | (18,978 | ) | ||||
Net increase in commercial paper borrowings |
27,000 | 43,000 | ||||||
Net increase in bank overdrafts |
11,779 | 30 | ||||||
Cash dividends common |
(25,866 | ) | (24,036 | ) | ||||
Excess tax benefit of share-based compensation |
54 | 2,175 | ||||||
Shares acquired |
(800 | ) | (56,730 | ) | ||||
Common shares issued |
166 | 13,595 | ||||||
Net cash used in financing activities |
(25,472 | ) | (25,704 | ) | ||||
Effects of Exchange Rate Changes on Cash |
4,818 | (220 | ) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents |
3,271 | (4,161 | ) | |||||
Cash and cash equivalents at beginning of period |
70,758 | 86,498 | ||||||
Cash and cash equivalents at end of period |
$ | 74,029 | $ | 82,337 | ||||
* | Prior years data have been reclassified to conform to the current years presentation. |
5
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, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three months ended March 30, 2008, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007. | ||
On January 1, 2008, the Company adopted the provisions of Emerging Issues Task Force Issue No. 06-10, Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements. As a result, the Company recognized a postretirement benefit liability of $1,492 associated with its collateral assignment split-dollar life insurance arrangements which was accounted for as a reduction to the January 1, 2008 balance of retained earnings. | ||
With respect to the unaudited condensed consolidated financial information of the Company for the three month periods ended March 30, 2008 and April 1, 2007 included in this Form 10-Q, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 29, 2008 appearing herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a report or a part of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. | ||
Note 2: | Shareholders Equity | |
Earnings Per Share | ||
The following table sets forth the computation of basic and diluted earnings per share: |
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Numerator: |
||||||||
Net income |
$ | 13,259 | $ | 53,104 | ||||
Denominator: |
||||||||
Weighted average common shares outstanding |
100,089,000 | 100,714,000 | ||||||
Dilutive effect of stock-based compensation |
613,000 | 1,579,000 | ||||||
Dilutive shares outstanding |
100,702,000 | 102,293,000 | ||||||
Reported net income per common share: |
||||||||
Basic |
$ | 0.13 | $ | 0.53 | ||||
Diluted |
$ | 0.13 | $ | 0.52 | ||||
Stock options to purchase approximately 1,934,083 and 615,375 shares at March 30, 2008 and April 1, 2007, respectively, were not dilutive and, therefore, are excluded from the computations of diluted income per common share amounts. No adjustments were made to reported net income in the computations of earnings per share. |
6
Stock Repurchases | ||
The Companys Board of Directors has authorized the repurchase of up to 5,000,000 shares of the Companys common stock. No shares were repurchased under this authorization during the first quarter of 2008. Accordingly, at March 30, 2008, a total of 5,000,000 shares remain available for repurchase. | ||
The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of stock appreciation rights and performance-based stock awards. These repurchases, which are not part of a publicly announced plan or program, totaled 27,316 and 2,937 shares in the first quarters of 2008 and 2007, respectively. The cost of these repurchases was $800 for the quarter ending March 30, 2008, and $111 for the quarter ending April 1, 2007. | ||
Note 3: | Acquisitions | |
During the three months ended March 30, 2008, the Company completed two acquisitions at an aggregate cost of $5,535 in cash. These acquisitions included Amtex Packaging, Inc., a packaging fulfillment company, which is accounted for in the Packaging Services segment, and VoidForm International Ltd., a construction tube business based in Canada, which is accounted for in the Tubes and Cores/Paper segment. These acquisitions are expected to generate annual sales of approximately $6,000. In conjunction with these acquisitions, the Company recorded a preliminary fair value of assets acquired as follows: identifiable intangibles of $4,890, goodwill of $179 and other net tangible assets of $466. The Company has accounted for these acquisitions as purchases and, accordingly, has included their results of operations in consolidated net income from the date of acquisition. As these acquisitions were not material to the Companys financial statements individually or in the aggregate, pro forma results have not been provided. | ||
Note 4: | Restructuring and Asset Impairment | |
The Company has two active restructuring plans, one of which was approved in October 2006 (the 2006 Plan), and the other in August 2003 (the 2003 Plan). In addition, during the last two quarters of 2007 and the first quarter of 2008, the Company recognized additional restructuring and asset impairment charges associated with the closures of several facilities which were not part of a formal restructuring plan. Following are the total restructuring and asset impairment charges, net of adjustments, recognized by the Company in the first quarters of 2008 and 2007. |
Three Months Ended | ||||||||
March 30, | April 1, | |||||||
2008 | 2007 | |||||||
Restructuring/Asset impairment: |
||||||||
Other 2008 Actions |
$ | 4,365 | $ | | ||||
Other 2007 Actions |
13,643 | | ||||||
2006 Plan |
742 | 6,419 | ||||||
2003 Plan |
137 | 387 | ||||||
$ | 18,887 | $ | 6,806 | |||||
Income tax benefit |
(5,681 | ) | (2,033 | ) | ||||
Minority interest impact, net of tax |
(3,595 | ) | (10 | ) | ||||
Restructuring/Asset impairment charges, net of
adjustments (after tax) |
$ | 9,811 | $ | 4,763 | ||||
Restructuring and asset impairment charges are included in Restructuring/Asset impairment charges in the Condensed Consolidated Statements of Income, except for restructuring charges applicable to equity method investments, which are included in Equity in earnings of affiliates/minority interest in subsidiaries, net of tax. | ||
The Company expects to recognize future additional costs totaling approximately $9,000 in connection with previously announced restructuring actions. The majority of these charges are expected to be incurred and paid during the remainder of 2008. Additional disclosures concerning other 2008 and 2007 restructuring and asset impairment charges, and the 2006 and 2003 restructuring plans are provided below. |
7
Other 2008 Actions | ||
In the first quarter of 2008, the Company initiated the closures of a tube and core plant in Spain and a specialty paper machine at its paper mill in Holyoke, Massachusetts. Both of these operations are part of the Companys Tubes and Cores/Paper segment. As a result of managements first quarter decision to take these actions, non-cash asset impairment charges of $4,365 were recorded in the quarter for the difference between the estimated fair market value of the underlying property, plant and equipment and its net book value. These closures are not part of a formal plan. | ||
The Company expects to recognize future additional costs totaling approximately $2,300 associated with the Other 2008 Actions. These charges are expected to consist primarily of severance and termination benefits, none of which were recognizable in the first quarter as communication to the affected employees had not yet taken place. | ||
Other 2007 Actions | ||
In 2007, the Company initiated the closures of the following operations: a metal ends plant in Brazil (Consumer Packaging segment), a rigid packaging plant in the United States (Consumer Packaging segment), a paper mill in China (Tubes and Cores/Paper segment), a molded plastics plant in Turkey (All Other Sonoco), and a point-of-purchase display manufacturing plant in the United States (Packaging Services segment). These closures were not part of a formal restructuring plan. | ||
The total cost of the Other 2007 Actions is estimated to be approximately $36,600, most of which is related to asset impairment charges. Accordingly, the majority of the total cost will not result in the expenditure of cash. As of March 30, 2008, the Company had incurred charges totaling $33,281 associated with the Other 2007 Actions. The following table provides additional details of these charges: |
Asset | ||||||||||||||||
Other 2007 Actions | Severance and | Impairment/ | Other | |||||||||||||
Restructuring/Asset Impairment Charges | Termination | Disposal | Exit | |||||||||||||
Inception to Date | Benefits | of Assets | Costs | Total | ||||||||||||
Tubes and Cores/Paper segment |
$ | 6,237 | $ | 3,638 | $ | | $ | 9,875 | ||||||||
Consumer Packaging segment |
1,064 | 19,669 | 1,606 | 22,339 | ||||||||||||
Packaging Services segment |
206 | | | 206 | ||||||||||||
All Other Sonoco |
36 | 597 | 228 | 861 | ||||||||||||
Cumulative Restructuring Charges,
net of adjustments |
$ | 7,543 | $ | 23,904 | $ | 1,834 | $ | 33,281 | ||||||||
The Company expects to recognize future additional costs totaling approximately $3,300 associated with the Other 2007 Actions. These charges are expected to consist primarily of other exit costs related to removal of equipment from the closed facilities. Of these future costs, it is estimated that $900 will relate to the Tubes and Cores/Paper segment, $2,200 will relate to the Consumer Packaging segment, and $200 will be related to the Packaging Services segment. | ||
During the three months ended March 30, 2008, the Company recognized charges associated with Other 2007 Actions of $13,643, net of adjustments. The following table provides additional details of these net charges: |
Asset | ||||||||||||||||
Other 2007 Actions | Severance and | Impairment/ | Other | |||||||||||||
Restructuring/Asset Impairment Charges | Termination | Disposal | Exit | |||||||||||||
First Quarter | Benefits | of Assets | Costs | Total | ||||||||||||
2008 |
||||||||||||||||
Tubes and Cores/Paper segment |
$ | 5,089 | $ | 3,638 | $ | | $ | 8,727 | ||||||||
Consumer Packaging segment |
190 | 3,321 | 1,333 | 4,844 | ||||||||||||
Packaging Services segment |
72 | | | 72 | ||||||||||||
$ | 5,351 | $ | 6,959 | $ | 1,333 | $ | 13,643 | |||||||||
8
The net charges for the three months ended March 30, 2008 relate primarily to the announced closures of the paper mill in China (Tubes and Cores/Paper segment) and the metal ends plant in Brazil (Consumer Packaging segment. Severance costs became recognizable for the paper mill in China in the first quarter of 2008 upon communication to the affected employees. Additionally, certain accounts receivable were deemed to be impaired directly as a result of the closure of the facility. | ||
During the three months ended March 30, 2008, the Company also recorded non-cash, after-tax offsets in the amount of $3,395 to reflect a minority interest holders portion of restructuring costs that were charged to expense. | ||
The following table sets forth the activity in the Other 2007 Actions restructuring accrual included in Accrued expenses and other on the Companys Condensed Consolidated Balance Sheets: |
Asset | ||||||||||||||||
Other 2007 Actions | Severance and | Impairment/ | Other | |||||||||||||
Accrual Activity | Termination | Disposal | Exit | |||||||||||||
2008 Year to Date | Benefits | of Assets | Costs | Total | ||||||||||||
Liability, December 31, 2007 |
$ | 1,165 | $ | | $ | 230 | $ | 1,395 | ||||||||
New charges |
5,351 | 6,959 | 1,333 | 13,643 | ||||||||||||
Cash payments |
(1,904 | ) | | (1,394 | ) | (3,298 | ) | |||||||||
Asset writedowns/disposals |
| (6,959 | ) | | (6,959 | ) | ||||||||||
Foreign currency translation |
120 | | (18 | ) | 102 | |||||||||||
Liability, March 30, 2008 |
$ | 4,732 | $ | | $ | 151 | $ | 4,883 | ||||||||
As a result of the Other 2007 Actions, the Company recognized pre-tax asset impairment charges totaling $6,959 in the first quarter of 2008. These non-cash charges were the result of additional impairment losses on property, plant and equipment at the Companys metal ends plant in Brazil and additional reserves on accounts receivable at the Companys paper mill in China. In each case, the assets were determined to be impaired directly as a result of the closure of the facilities. | ||
The 2006 Plan | ||
The 2006 Plan included the closure of 12 plant locations and the reduction of approximately 540 positions worldwide. The majority of the restructuring program focused on international operations, principally Europe, in order to make those operations more cost effective. These measures began in the fourth quarter of 2006 and are substantially complete. | ||
The pre-tax cost of the 2006 Plan is estimated to total approximately $38,100, most of which is related to severance and other termination costs. Accordingly, the vast majority of these charges represent a cash cost. As of March 30, 2008, the Company had incurred total charges of $35,064 associated with these activities. The following table provides additional details of the cumulative charges recognized through March 30, 2008: |
Asset | ||||||||||||||||
2006 Plan | Severance and | Impairment/ | Other | |||||||||||||
Restructuring/Asset Impairment Charges | Termination | Disposal | Exit | |||||||||||||
Inception to Date | Benefits | of Assets | Costs | Total | ||||||||||||
Tubes and Cores/Paper segment |
$ | 13,534 | $ | 4,242 | $ | 6,395 | $ | 24,171 | ||||||||
Consumer Packaging segment |
5,458 | 1,686 | 1,550 | 8,694 | ||||||||||||
Packaging Services segment |
528 | | | 528 | ||||||||||||
All Other Sonoco |
757 | 261 | 653 | 1,671 | ||||||||||||
Cumulative Restructuring Charges,
net of adjustments |
$ | 20,277 | $ | 6,189 | $ | 8,598 | $ | 35,064 | ||||||||
The Company expects to recognize future charges of approximately $3,000 pretax associated with the 2006 Plan. These charges are expected to include approximately $1,900 of severance-related costs and $1,100 of |
9
other exit costs. The severance costs were not recognizable in the first quarter of 2008, as communication to the affected employees had not yet taken place. Of these future costs, it is estimated that $2,600 will impact the Tubes and Cores/Paper segment, $300 will impact the Consumer Packaging segment, and $100 will impact All Other Sonoco. The Company expects to pay the majority of the remaining 2006 Plan restructuring costs, with the exception of certain building lease termination expenses, by the end of 2008, using cash generated from operations. | ||
During the three months ended March 30, 2008 and April 1, 2007, the Company recognized restructuring charges associated with the 2006 Plan of $742 and $6,419, respectively, net of adjustments. The following table provides additional details of these net charges: |
Asset | ||||||||||||||||
2006 Plan | Severance and | Impairment/ | Other | |||||||||||||
Restructuring/Asset Impairment Charges | Termination | Disposal | Exit | |||||||||||||
First Quarter | Benefits | of Assets | Costs | Total | ||||||||||||
2008 |
||||||||||||||||
Tubes and Cores/Paper segment |
$ | 372 | $ | 20 | $ | 193 | $ | 585 | ||||||||
Consumer Packaging segment |
5 | | 106 | 111 | ||||||||||||
All Other Sonoco |
| | 46 | 46 | ||||||||||||
Total |
$ | 377 | $ | 20 | $ | 345 | $ | 742 | ||||||||
2007 |
||||||||||||||||
Tubes and Cores/Paper segment |
$ | 957 | $ | 55 | $ | 404 | $ | 1,416 | ||||||||
Consumer Packaging segment |
3,451 | 222 | 446 | 4,119 | ||||||||||||
Packaging Services segment |
221 | | | 221 | ||||||||||||
All Other Sonoco |
379 | | 284 | 663 | ||||||||||||
Total |
$ | 5,008 | $ | 277 | $ | 1,134 | $ | 6,419 | ||||||||
The net charges for the three months ended March 30, 2008 relate primarily to the announced closures of a paper mill in France, two tube and core plants in Canada, and a molded plastics plant in the United States, as well as personnel reductions at tube and core/paper operations in Finland. The net charges for the three months ended April 1, 2007 related primarily to the announced closures of the following: a rigid packaging plant in Germany, rigid packaging production lines in the United Kingdom, a paper mill in France, a tube and core plant in Canada, a flexible packaging plant in Canada, and a molded plastics plant in the United States. | ||
During the three months ended April 1, 2007, the Company also recorded non-cash, after-tax offsets in the amount of $10 after tax in order to reflect a minority interest holders portion of restructuring costs that were charged to expense. | ||
The following table sets forth the activity in the 2006 Plan restructuring accrual included in Accrued expenses and other on the Companys Condensed Consolidated Balance Sheets: |
Asset | ||||||||||||||||
2006 Plan | Severance and | Impairment/ | Other | |||||||||||||
Accrual Activity | Termination | Disposal | Exit | |||||||||||||
2008 Year to Date | Benefits | of Assets | Costs | Total | ||||||||||||
Liability, December 31, 2007 |
$ | 3,517 | $ | | $ | 470 | $ | 3,987 | ||||||||
New charges |
390 | 20 | 332 | 742 | ||||||||||||
Cash payments |
(1,977 | ) | | (677 | ) | (2,654 | ) | |||||||||
Asset impairment (noncash) |
| (20 | ) | | (20 | ) | ||||||||||
Foreign currency translation |
26 | | (2 | ) | 24 | |||||||||||
Adjustments |
(14 | ) | | 14 | | |||||||||||
Liability, March 30, 2008 |
$ | 1,942 | $ | | $ | 137 | $ | 2,079 | ||||||||
10
Other exit costs consist primarily of building lease termination charges and other miscellaneous exit costs. | ||
The 2003 Plan | ||
In August 2003, the Company announced general plans to reduce its overall cost structure by $54,000 pretax by realigning and centralizing a number of staff functions and eliminating excess plant capacity. Pursuant to these plans, the Company completed 22 plant closings and has reduced its workforce by approximately 1,120 employees. As of March 30, 2008, the Company had incurred cumulative charges, net of adjustments, of $102,875 pretax associated with these activities. | ||
During the three months ended March 30, 2008 and April 1, 2007, the Company recognized restructuring charges associated with the 2003 Plan of $137 and $387, respectively, net of adjustments. The 2008 charges consisted of $223 of other exit costs in the tubes and cores/paper segment partially offset by a $(99) adjustment to severance benefits. In addition, other exit costs in the consumer packaging segment totaled $13. The 2007 charges consisted of $448 of other exit costs in the tubes and cores/paper segment partially offset by a $(61) adjustment to severance benefits. The net charges for the first quarters of both 2008 and 2007 relate primarily to the termination of a building lease in the United Kingdom and the closure of a tube and core plant and a paper mill in the United States. | ||
The following table sets forth the activity in the 2003 Plan restructuring accrual included in Accrued expenses and other on the Companys Condensed Consolidated Balance Sheets: |
Asset | ||||||||||||||||
2003 Plan | Severance and | Impairment/ | Other | |||||||||||||
Accrual Activity | Termination | Disposal | Exit | |||||||||||||
2008 Year to Date | Benefits | of Assets | Costs | Total | ||||||||||||
Liability, December 31, 2007 |
$ | 172 | $ | | $ | 2,717 | $ | 2,889 | ||||||||
New charges |
| | 236 | 236 | ||||||||||||
Cash payments |
(9 | ) | | (692 | ) | (701 | ) | |||||||||
Foreign currency translation |
10 | | 11 | 21 | ||||||||||||
Adjustments |
(99 | ) | | | (99 | ) | ||||||||||
Liability, March 30, 2008 |
$ | 74 | $ | | $ | 2,272 | $ | 2,346 | ||||||||
The Plan is substantially complete. The Company expects to recognize future pre-tax charges of approximately $400 associated with the 2003 Plan. These costs are expected to consist of other exit costs, primarily building lease termination charges and other miscellaneous exit costs, within the Tubes and Cores/Paper segment. The majority of the remaining 2003 Plan restructuring costs, with the exception of certain building lease termination expenses, will be paid during 2008, using cash generated from operations. | ||
Note 5: | Financial Asset Impairment | |
As a result of the 2003 sale of the High Density Film business, the Company received a preferred equity interest in the buyer and a subordinated note receivable due in 2013 as a portion of the selling price. The Companys year-end 2007 financial review of the buyer indicated that collectibility was probable. However, based on updated information provided by the buyer late in the first quarter of 2008, the Company concluded that neither the collection of its subordinated note receivable nor redemption of its preferred equity interest is probable and their value is likely zero. Accordingly, the Company fully reserved these items in the first quarter of 2008, recording a charge totaling $42,651 pretax ($30,981 after tax). Both the preferred equity interest and the subordinated note receivable had been included in Other Assets in the Companys Condensed Consolidated Balance Sheets. |
11
Note 6: | Comprehensive Income | |
The following table reconciles net income to comprehensive income: |
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Net income |
$ | 13,259 | $ | 53,104 | ||||
Other comprehensive income: |
||||||||
Foreign currency translation
adjustments |
14,340 | 10,944 | ||||||
Changes in defined benefit plans,
net of income tax |
1,407 | 2,430 | ||||||
Changes in derivative financial
instruments, net of income tax |
6,589 | 4,321 | ||||||
Comprehensive income |
$ | 35,595 | $ | 70,799 | ||||
The following table summarizes the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss, net of tax as applicable, for the three months ended March 30, 2008: |
Accumulated | ||||||||||||||||
Foreign Currency | Defined | Derivative | Other | |||||||||||||
Translation | Benefit | Financial | Comprehensive | |||||||||||||
Adjustments | Plans | Instruments | Loss | |||||||||||||
Balance at December 31, 2007 |
$ | 72,819 | $ | (178,658 | ) | $ | (1,535 | ) | $ | (107,374 | ) | |||||
Year-to-date change |
14,340 | 1,407 | 6,589 | 22,336 | ||||||||||||
Balance at March 30, 2008 |
$ | 87,159 | $ | (177,251 | ) | $ | 5,054 | $ | (85,038 | ) | ||||||
At March 30, 2008, the Company had commodity swaps outstanding to fix the costs of a portion of raw materials and energy. These swaps, which have maturities ranging from June 2008 to December 2010, qualify as cash flow hedges under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, and related amendments. The amounts included in accumulated other comprehensive income related to these commodity swaps was a favorable position of $8,063 ($5,054 after tax) at March 30, 2008, and an unfavorable position of $2,395 ($1,535 after tax) at December 31, 2007. | ||
The tax effect in the first quarter of 2008 on the Defined Benefit Plans and Derivative Financial Instruments was $(840) and $(3,869), respectively. The cumulative tax benefit of the Defined Benefit Plans was $101,965 at March 30, 2008, and $102,805 at December 31, 2007. Additionally, the cumulative tax effect of Derivative Financial Instruments was $(3,009) and $860, at March 30, 2008 and December 31, 2007, respectively. |
12
Note 7: | Goodwill and Other Intangible Assets | |
Goodwill | ||
A summary of the changes in goodwill for the quarter ended March 30, 2008 is as follows: |
Tubes and Cores | Consumer | Packaging | ||||||||||||||||||
/Paper | Packaging | Services | All Other | |||||||||||||||||
Segment | Segment | Segment | Sonoco | Total | ||||||||||||||||
Balance as of December 31, 2007 |
$ | 245,130 | $ | 366,223 | $ | 151,000 | $ | 65,995 | $ | 828,348 | ||||||||||
Goodwill on 2008 acquisitions |
179 | | | | 179 | |||||||||||||||
Adjustments |
76 | 1,163 | | 2 | 1,241 | |||||||||||||||
Foreign currency translation |
6,186 | (4,349 | ) | 9 | 131 | 1,977 | ||||||||||||||
Balance as of March 30, 2008 |
$ | 251,571 | $ | 363,037 | $ | 151,009 | $ | 66,128 | $ | 831,745 | ||||||||||
The Company recorded goodwill of $179 from the 2008 acquisition of VoidForm International. Adjustments to goodwill consist of the following: charges totaling $977 incurred in connection with the closures of two plants that were part of the fourth quarter 2007 acquisition of the fiber and plastic container business of Caraustar Industries, Inc.; a tax adjustment of $186 associated with the second quarter 2007 acquisition of Matrix Packaging, LLC; and $78 of other purchase price adjustments relating to 2007 acquisitions. | ||
Other Intangible Assets | ||
A summary of other intangible assets as of March 30, 2008 and December 31, 2007 is as follows: |
March 30, | December 31, | |||||||
2008 | 2007 | |||||||
Amortizable intangibles Gross cost |
||||||||
Patents |
$ | 3,509 | $ | 3,360 | ||||
Customer lists |
167,655 | 161,805 | ||||||
Land use rights |
7,612 | 7,315 | ||||||
Supply agreements |
1,000 | 1,000 | ||||||
Other |
11,355 | 11,032 | ||||||
Total gross cost |
$ | 191,131 | $ | 184,512 | ||||
Total accumulated amortization |
$ | (49,010 | ) | $ | (45,076 | ) | ||
Net amortizable intangibles |
$ | 142,121 | $ | 139,436 | ||||
Other intangible assets are amortized, usually on a straight-line basis, over their respective useful lives, which generally range from three to fifteen years. Aggregate amortization expense on other intangible assets was $3,452 and $2,552 for the three months ended March 30, 2008 and April 1, 2007, respectively. Amortization expense on other intangible assets is expected to approximate $13,600 in 2008, $12,900 in 2009, $12,600 in 2010, $12,300 in 2011 and $12,000 in 2012. | ||
The Company recorded $4,890 of identifiable intangibles in connection with 2008 business acquisitions, all of which related to customer lists that will be amortized over a period of 15 years. In addition, the Company acquired various patents in the first quarter of 2008 for a total cost of $149. | ||
Note 8: | Fair Value Measurements | |
The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157) to increase consistency and comparability in fair value measurements |
13
and to expand disclosures about fair value measurements. Applicable provisions of FAS 157 were adopted by the Company effective January 1, 2008, including the disclosures presented below. | ||
The following table sets forth information regarding the Companys financial assets and financial liabilities that are measured at fair value, except for pension assets which are currently excluded from the disclosure requirements of FAS 157. The Company does not currently have any nonfinancial assets or liabilities that are recognized or disclosed at fair value on a recurring basis. |
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Market | ||||||||||||||||
Prices in Active | Significant | |||||||||||||||
Market for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Assets/Liabilities | Inputs | Inputs | ||||||||||||||
Description | March 30, 2008 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Derivatives |
$ | 10,270 | $ | | $ | 10,270 | $ | | ||||||||
Deferred Compensation |
||||||||||||||||
Plan Assets |
$ | 2,103 | $ | 2,103 | $ | | $ | | ||||||||
Liabilities: |
||||||||||||||||
Derivatives |
$ | 208 | $ | | $ | 208 | $ | |
The Company uses derivatives from time to time to mitigate the effect of raw material and energy cost fluctuations, foreign currency fluctuations and interest rate movements. The Company records qualifying derivatives in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), and related amendments. Fair value measurements for the Companys derivatives, which at March 30, 2008, consisted primarily of natural gas swaps entered into for hedging purposes and foreign currency swaps for which hedge accounting has not been applied, are classified under Level 2 because such measurements are determined using published market prices or estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates. | ||
Certain deferred compensation plan liabilities are funded and the assets invested in various exchange traded mutual funds. These assets are measured using quoted prices in accessible active markets for identical assets. | ||
None of the Companys financial assets or liabilities currently covered by the disclosure provisions of FAS 157 are measured at fair value using significant unobservable inputs. | ||
Note 9: | Dividend Declarations | |
On February 6, 2008, the Board of Directors declared a regular quarterly dividend of $0.26 per share. This dividend was paid March 10, 2008 to all shareholders of record as of February 22, 2008. | ||
On April 16, 2008, the Board of Directors declared a regular quarterly dividend of $0.27 per share. This dividend is payable June 10, 2008 to all shareholders of record as of May 16, 2008. | ||
Note 10: | Employee Benefit Plans | |
The Company provides non-contributory defined benefit pension plans for a majority of its employees in the United States and certain of its employees in Mexico and Belgium. Effective December 31, 2003, the Company froze participation for newly hired salaried and non-union hourly U.S. employees in its traditional defined benefit plan. The Company adopted a defined contribution plan, the Sonoco Investment and Retirement Plan (SIRP), covering its non-union U.S. employees hired on or after January 1, 2004. The Company also sponsors contributory pension plans covering the majority of its employees in the United |
14
Kingdom, Canada, and the Netherlands, as well as postretirement healthcare and life insurance benefits to the majority of its retirees and their eligible dependents in the United States and Canada. | ||
The components of net periodic benefit cost include the following: |
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Retirement Plans |
||||||||
Service cost |
$ | 6,523 | $ | 7,207 | ||||
Interest cost |
18,796 | 17,324 | ||||||
Expected return on plan assets |
(22,438 | ) | (21,892 | ) | ||||
Amortization of net transition obligation |
65 | 58 | ||||||
Amortization of prior service cost |
563 | 482 | ||||||
Amortization of net actuarial loss |
3,649 | 5,252 | ||||||
Net periodic benefit cost |
$ | 7,158 | $ | 8,431 | ||||
Retiree Health and Life
Insurance Plans |
||||||||
Service cost |
$ | 512 | $ | 612 | ||||
Interest cost |
1,117 | 1,234 | ||||||
Expected return on plan assets |
(475 | ) | (521 | ) | ||||
Amortization of prior service credit |
(2,566 | ) | (2,426 | ) | ||||
Amortization of net actuarial loss |
767 | 1,143 | ||||||
Net periodic benefit (income)/cost |
$ | (645 | ) | $ | 42 | |||
During the three months ended March 30, 2008, the Company made contributions of $2,631 to its retirement and retiree health and life insurance plans. The Company anticipates that it will make additional contributions of approximately $7,500 in 2008. The Company also contributed $3,737 to the SIRP during this same three-month period. No additional contributions are expected during the remainder of 2008. | ||
Note 11: | Income Taxes | |
The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. There have been no significant changes in the Companys liability for uncertain tax positions since December 31, 2007. | ||
The Companys effective tax rate for the first quarter of 2008 was 47.8%. This varies from the statutory rate primarily due to a valuation allowance recorded against the capital loss carryovers created by the impairment of financial assets discussed in Note 5, as well as certain restructuring charges for which tax benefits cannot be recognized. | ||
The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, or non-U.S., income tax examinations by tax authorities for years before 2004. With respect to state and local income taxes, the Company is no longer subject to examination prior to 2002, with few exceptions. | ||
The Companys estimate for the potential outcome for any uncertain tax issue is highly judgmental. Management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the Companys effective tax rate may fluctuate significantly on a quarterly basis. |
15
Note 12: | New Accounting Pronouncements | |
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (FAS 158). The Company has complied with the provision of FAS 158 that requires the recognition of the funded status of the Companys defined benefit plans since that portion of the standard became effective on December 31, 2006. The measurement date provision of FAS 158 becomes effective for the Company beginning with its December 31, 2008 balance sheet. This provision requires the Company to measure the funded status of its plans at the Companys fiscal year end. Because the Company currently uses December 31 as the measurement date for most of its plans, including its major U.S.-based plans, this change will not have a material effect on the Companys financial statements. | ||
In September 2006, the FASB issued FAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 does not require any new fair value measurements. The provisions of FAS 157 become effective in two phases. As of January 1, 2008, FAS 157 became effective for all financial assets and liabilities and for any nonfinancial assets and liabilities measured at fair value on a recurring basis. Effective January 1, 2009, the provisions of FAS 157 will apply to all assets and liabilities. Other than additional disclosure, the adoption of FAS 157 has not and is not expected to have a material impact on the Companys financial statements. | ||
In December 2007, the FASB issued FAS 141(R), Business Combinations which replaces FAS 141. While FAS 141(R) retains the fundamental requirement that the acquisition method of accounting be used for all business combinations, several significant changes were made some of which include: the scope of transactions covered; the treatment of transaction costs and subsequent restructuring charges; accounting for in-process research and development, contingent assets and liabilities, and contingent consideration; and how adjustments made to the acquisition accounting after the transaction are reported. For Sonoco, this statement applies prospectively to business combinations occurring on or after January 1, 2009. While application of this standard will not impact the Companys financial statements for transactions occurring prior to the effective date, its application will have a significant impact on the Companys accounting for future acquisitions compared to current practice. | ||
In December 2007, the FASB issued FAS 160, Noncontrolling Interests in Consolidated Financial Statements which amends current accounting and reporting for a noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary. This statement provides that a noncontrolling interest in a subsidiary should be reported as equity rather than as a minority interest liability and requires that all purchases, sales, issuances and redemptions of ownership interests in a consolidated subsidiary be accounted for as equity transactions if the parent retains a controlling financial interest. FAS 160 also requires that a gain or loss be recognized when a subsidiary is deconsolidated and, if a parent retains a noncontrolling equity investment in the former subsidiary, that the investment be measured at its fair value. This statement is effective January 1, 2009, and will be applied prospectively except for the presentation and disclosure requirements which are retrospective. As such, the effect of this standard on current noncontrolling interest positions will be limited to financial statement presentation and disclosure, but its adoption will impact the Companys accounting and disclosure for all transactions involving noncontrolling interests after adoption. | ||
In March 2008, the FASB issued FAS 161, Disclosures about Derivative Instruments and Hedging Activities which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This Statement is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. As described above, the application of this standard will impact the Companys disclosure of its derivative instruments and hedging activities. |
16
Note 13: | Financial Segment Information | |
Sonoco reports its results in three segments, Consumer Packaging, Tubes and Cores/Paper and Packaging Services. The remaining operations are reported as All Other Sonoco. | ||
The Consumer Packaging segment includes the following products: round and shaped rigid packaging (both composite and plastic); printed flexible packaging; and metal and peelable membrane ends and closures. | ||
The Tubes and Cores/Paper segment includes the following products: high-performance paper and composite paperboard tubes and cores; fiber-based construction tubes and forms; recycled paperboard, linerboard, recovered paper and other recycled materials. | ||
The Packaging Services segment provides the following products and services: designing, manufacturing, assembling, packing and distributing temporary, semi-permanent and permanent point-of-purchase displays; brand artwork management; and supply chain management services including contract packing, fulfillment and scalable service centers. | ||
All Other Sonoco represents the Companys businesses that do not meet the aggregation criteria outlined in Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, and therefore cannot be combined with other operating segments into a reportable segment. All Other Sonoco includes the following products: wooden, metal and composite wire and cable reels; molded and extruded plastics; custom-designed protective packaging; and paper amenities such as coasters and glass covers. | ||
The following table sets forth net sales, intersegment sales and operating profit for the Companys three reportable segments and All Other Sonoco. Operating profit at the segment level is defined as Income before interest and income taxes on the Companys Condensed Consolidated Statements of Income, adjusted for restructuring/asset impairment charges, which are not allocated to the reporting segments. |
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Net Sales: |
||||||||
Consumer Packaging |
$ | 387,370 | $ | 333,205 | ||||
Tubes and Cores/Paper |
436,187 | 405,575 | ||||||
Packaging Services |
124,431 | 123,763 | ||||||
All Other Sonoco |
90,008 | 93,136 | ||||||
Consolidated |
$ | 1,037,996 | $ | 955,679 | ||||
Intersegment Sales: |
||||||||
Consumer Packaging |
$ | 392 | $ | 745 | ||||
Tubes and Cores/Paper |
24,505 | 22,315 | ||||||
Packaging Services |
91 | 149 | ||||||
All Other Sonoco |
11,229 | 10,357 | ||||||
Consolidated |
$ | 36,217 | $ | 33,566 | ||||
Income before income taxes: |
||||||||
Consumer Packaging Operating Profit |
$ | 36,277 | $ | 29,569 | ||||
Tubes and Cores/Paper Operating Profit |
34,564 | 40,743 | ||||||
Packaging Services Operating Profit |
5,979 | 11,485 | ||||||
All Other Sonoco Operating Profit |
11,433 | 13,682 | ||||||
Restructuring/Asset Impairment Charges |
(61,538 | ) | (6,806 | ) | ||||
Interest, net |
(13,228 | ) | (11,488 | ) | ||||
Consolidated |
$ | 13,487 | $ | 77,185 | ||||
17
Note 14: | Commitments and Contingencies | |
The Company is a party to various legal proceedings incidental to its business and is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings. Some of these exposures have the potential to be material. Information with respect to these and other exposures appears in Part I Item 3 Legal Proceedings and Part II Item 8 Financial Statements and Supplementary Data (Note 13 - Commitments and Contingencies) in the Companys Annual Report on Form 10-K for the year ended December 31, 2007, and in Part II Item 1 Legal Proceedings of this report. The Company cannot currently estimate the final outcome of many of the items described or the ultimate amount of potential losses. | ||
Pursuant to Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Amounts so accrued are not discounted. While the ultimate liabilities relating to claims and proceedings may be significant to profitability in the period recognized, it is managements opinion that such liabilities, when finally determined, will not have an adverse material effect on Sonocos consolidated financial position or liquidity. | ||
Environmental Matters | ||
During the fourth quarter of 2005, the U. S. Environmental Protection Agency (EPA) notified U.S. Paper Mills Corp. (U.S. Mills), a wholly owned subsidiary of the Company, that U.S. Mills and NCR Corporation (NCR), an unrelated party, would be jointly held responsible to undertake a program to remove and dispose of certain PCB-contaminated sediments at a particular site on the lower Fox River in Wisconsin (the Site) which is now labeled by EPA as Phase 1. U.S. Mills and NCR reached an agreement between themselves that each would fund 50% of the costs of remediation, which the Company currently estimates to be between $29,900 and $39,100 for the Site project as a whole. The Company has expensed a total of $17,650 for its estimated share of the total cleanup cost. Of the total expensed, $12,500 was recorded in 2005, and $5,150 was recorded in 2007. Through March 30, 2008, a total of $8,875 has been spent on remediation of the Site. The remaining accrual of $8,775 represents the Companys best estimate of what it is likely to pay to complete the Site project. However, the actual costs associated with cleanup of this particular site are dependent upon many factors and it is reasonably possible that remediation costs could be higher than the current estimate of project costs. The Company acquired U.S. Mills in 2001, and the alleged contamination predates the acquisition. | ||
In February 2007, the EPA and Wisconsin Department of Natural Resources (WDNR) issued a general notice of potential liability under CERCLA and a request to participate in remedial action implementation negotiations relating to a stretch of the lower Fox River, including the bay at Green Bay, (Operating Units 2 5) to eight potentially responsible parties, including U.S. Mills. Operating Units 2 5 include but also comprise a vastly larger area than the Site. Although it has not accepted any liability, U.S. Mills is reviewing this information and discussing possible remediation scenarios, and the possible allocation of responsibility therefor, with other potentially responsible parties. On April 9, 2007, U.S. Mills, in conjunction with other potentially responsible parties, presented to the EPA and the WDNR a proposed schedule to mediate the allocation issues among eight potentially responsible parties, including U.S. Mills. Non-binding mediation began in May 2007 and is presently continuing as bilateral/multilateral negotiations. To date, no agreement among the parties has occurred. | ||
On November 13, 2007, EPA issued a unilateral Administrative Order for Remedial Action pursuant to Section 106 of CERCLA. The order requires U.S. Mills and the seven other respondents to jointly take various actions to clean up Operating Units 2 5. The order establishes two phases of work. The first phase consists of planning and design work as well as preparation for dredging and other remediation work and must be completed by December 31, 2008. The second phase consists primarily of dredging and disposing of contaminated sediments and capping of the dredged and less contaminated areas of the river bottom. The second phase is required to begin in 2009 when weather conditions permit and is expected to continue for several years. The order also provides for a $32.5 per day penalty for failure by a respondent to comply with its terms as well as exposing a non-complying respondent to potential treble damages. Although U.S. Mills has reserved its rights to contest liability for any portion of the work, it is cooperating with the other respondents to |
18
comply with the first phase of the order. | ||
As of December 31, 2007, U.S. Mills had accrued $20,000 for remediation of Operating Units 2 5 (not including amounts accrued for remediation at the Site). That amount represented the minimum of the range of probable loss that could be reasonably estimated based on information then available. During the first quarter of 2008, U.S. Mills increased its authorization for a cash settlement from $20,000 to $35,000, thereby increasing its estimate of the minimum amount of potential loss it believes it is likely to incur to $35,000. Accordingly, U.S. Mills recognized an additional pre-tax charge of $15,000 during the quarter for the remediation of Operating Units 2 5. Also during the first quarter of 2008, settlements totaling $15,000 were reached on certain of the insurance policies covering the Fox River contamination. The recognition of these insurance settlements during the quarter effectively offset the impact to earnings of the additional charge. U.S. Mills ultimate share of the liability, and any claims against the Company, could conceivably exceed the net worth of U.S. Mills. The Company does not believe it is probable that the effect of U.S. Mills Fox River liabilities would result in a consolidated pre-tax loss that would exceed the net worth of U.S. Mills, which was approximately $75,000 at March 30, 2008. | ||
The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Companys share, if any, cannot be reasonably estimated at the current time. | ||
As of March 30, 2008 and December 31, 2007, the Company (and its subsidiaries) had accrued $45,694 and $31,058, respectively, related to environmental contingencies. Of these, a total of $43,775 and $28,996 relate to U.S. Mills at March 30, 2008 and December 31, 2007, respectively. These accruals are included in Accrued expenses and other on the Companys Condensed Consolidated Balance Sheets. As discussed above, U.S. Mills also recognized a $15,000 benefit from settlements reached on certain insurance policies covering the Fox River contamination in the first quarter of 2008. Of this total, cash of $4,500 was received in March 2008 with the remainder received in April 2008. U.S. Mills also has other insurance pursuant to which it may recover some or all of the costs it ultimately incurs, or it may be able to recoup some of such costs from third parties. There can be no assurance that such claims for recovery would be successful and no amounts have been recognized in the consolidated financial statements of the Company for such potential recovery or recoupment. |
19
20
| Availability and pricing of raw materials; | ||
| Success of new product development and introduction; | ||
| Ability to maintain or increase productivity levels and contain or reduce costs; | ||
| International, national and local economic and market conditions; | ||
| Fluctuations in obligations and earnings of pension and postretirement benefit plans; | ||
| Ability to maintain market share; | ||
| Pricing pressures and demand for products; | ||
| Continued strength of our paperboard-based tubes and cores and composite can operations; | ||
| Anticipated results of restructuring activities; | ||
| Resolution of income tax contingencies; | ||
| Ability to successfully integrate newly acquired businesses into the Companys operations; | ||
| Currency stability and the rate of growth in foreign markets; | ||
| Use of financial instruments to hedge foreign currency, interest rate and commodity price risk; | ||
| Actions of government agencies and changes in laws and regulations affecting the Company; | ||
| Liability for and anticipated costs of environmental remediation actions; | ||
| Loss of consumer confidence; and | ||
| Economic disruptions resulting from terrorist activities. |
21
($ in millions) | ||||
Acquisitions/Divestitures |
$ | 44 | ||
Currency Exchange Rates |
46 | |||
Selling Prices |
35 | |||
Volume |
(43 | ) | ||
Total Sales Increase |
$ | 82 | ||
22
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Net Sales: |
||||||||
Consumer Packaging |
$ | 387,370 | $ | 333,205 | ||||
Tubes and Cores/ Paper |
436,187 | 405,575 | ||||||
Packaging Services |
124,431 | 123,763 | ||||||
All Other Sonoco |
90,008 | 93,136 | ||||||
Consolidated |
$ | 1,037,996 | $ | 955,679 | ||||
Three Months Ended | ||||||||
March 30, 2008 | April 1, 2007 | |||||||
Income before income taxes: |
||||||||
Operating Profit |
||||||||
Consumer Packaging |
$ | 36,277 | $ | 29,569 | ||||
Tubes and Cores/ Paper |
34,564 | 40,743 | ||||||
Packaging Services |
5,979 | 11,485 | ||||||
All Other Sonoco |
11,433 | 13,682 | ||||||
Restructuring &
Impairment Charges
|
(61,538 | ) | (6,806 | ) | ||||
Interest, net |
(13,228 | ) | (11,488 | ) | ||||
Consolidated |
$ | 13,487 | $ | 77,185 | ||||
23
24
25
26
(c) Total Number of | (d) Maximum Number | |||||||||||||||
Shares Purchased as | of Shares that May | |||||||||||||||
(a) Total Number of | Part of Publicly | Yet be Purchased | ||||||||||||||
Shares | (b) Average Price | Announced Plans or | under the Plans or | |||||||||||||
Period | Purchased1 | Paid per Share | Programs2 | Programs2 | ||||||||||||
1/01/08 2/03/08 |
| | | 5,000,000 | ||||||||||||
2/04/08 3/02/08 |
26,577 | $ | 29.30 | | 5,000,000 | |||||||||||
3/03/08 3/30/08 |
739 | $ | 28.80 | | 5,000,000 | |||||||||||
Total |
27,316 | $ | 29.29 | | 5,000,000 |
1 | All of the share purchases in the first quarter of 2008 relate to shares withheld to satisfy employee tax withholding obligations in association with the exercise of performance-based stock awards and stock appreciation rights. These shares were not repurchased as part of a publicly announced plan or program. | |
2 | On April 19, 2006, the Companys Board of Directors authorized the repurchase of up to 5.0 million shares of the Companys common stock. This authorization rescinded all previous existing authorizations and does not have a specific expiration date. During 2007, the Company repurchased a total of 3.0 million shares of its common stock under the new authorization at a total cost of $109.2 million; however, the Board of Directors approved the reinstatement of those shares to the original authorization. Accordingly, 5.0 million shares remained available for repurchase under this authorization at December 31, 2007. There were no repurchases under this program in the first quarter of 2008. |
27
VOTES | ||||||||||||
Term | For | Withheld | ||||||||||
Charles J. Bradshaw |
3 years1 | 81,326,555 | 1,822,220 | |||||||||
James L. Coker |
3 years | 82,380,000 | 768,775 | |||||||||
Marc D. Oken |
3 years | 80,784,348 | 2,364,427 | |||||||||
Lloyd W. Newton |
3 years | 80,443,499 | 2,705,276 | |||||||||
Phillippe R. Rollier |
2 years | 80,768,296 | 2,380,479 |
1 Although Mr. Bradshaw was elected to a three-year term, he will reach mandatory retirement age in July 2008, and is only eligible to serve on the Board until that time. |
(2) | The 2008 Long-Term Incentive Plan was approved. The shareholders voted 61,584,707 for and 9,786,543 against approval, with 1,353,889 votes abstaining. There were 11,349,061 broker non-votes with respect to this matter. |
(3) | Selection of PricewaterhouseCoopers LLP as the independent accountants of the Company for the fiscal year ending December 31, 2008 was ratified. The shareholders voted 80,228,128 for and 2,702,896 against ratification, with 217,750 votes abstaining. |
Exhibit 10 | Sonoco Products Company 2008 Long-Term Incentive Plan (incorporated by reference to the Companys Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008) | ||
Exhibit 15 | Letter re: unaudited interim financial information | ||
Exhibit 31 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a) | ||
Exhibit 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b) |
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SONOCO PRODUCTS COMPANY (Registrant) |
||||
Date: April 29, 2008 | By: | /s/ Charles J. Hupfer | ||
Charles J. Hupfer | ||||
Senior Vice President and Chief Financial Officer (principal financial officer) | ||||
By: | /s/ Barry L. Saunders | |||
Barry L. Saunders | ||||
Vice President and Corporate Controller (principal accounting officer) |
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Exhibit | ||
Number | Description | |
10
|
Sonoco Products Company 2008 Long-Term Incentive Plan (incorporated by reference to the Companys Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008) | |
15
|
Letter re: unaudited interim financial information | |
31
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a) | |
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b) |
30