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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

COMMISSION FILE NUMBER 1-31215

 


 

MeadWestvaco Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   31-1797999
(State of incorporation)   (I.R.S. Employer Identification No.)

 

One High Ridge Park Stamford, CT 06905 Telephone 203-461-7400

(Address and telephone number of registrant’s principal executive offices)

 


 

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  þ    NO  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES  þ     NO  ¨

 

At April 30, 2004, the latest practicable date, there were 201,533,648 shares of MeadWestvaco Common Stock outstanding.

 



MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

INDEX TO FORM 10-Q

 

PART I. FINANCIAL INFORMATION    Page No.

Item 1. Financial Statements (unaudited):

    

Consolidated Statements of Operations for the First Quarter Ended March 31, 2004 and 2003

   1

Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003

   2

Consolidated Statements of Cash Flows for the First Quarter Ended March 31, 2004 and 2003

   3

Notes to Consolidated Financial Statements

   4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   27

Item 4. Controls and Procedures

   27

PART II. OTHER INFORMATION

    

Item 6. Exhibits and Reports on Form 8-K

   30

SIGNATURES

   31

 

 


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

PART I. FINANCIAL INFORMATION

 

Item 1.        FINANCIAL STATEMENTS

  INDEX

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

In millions, except per share amounts

 

     First Quarter Ended
March 31


 
     2004

    2003

 

Net sales

   $ 1,833     $ 1,694  

Cost of sales

     1,626       1,514  

Selling, general and administrative expenses

     211       210  

Interest expense

     68       77  

Other (income) expense, net

     (69 )     2  
    


 


Loss before income taxes and cumulative effect of accounting change

     (3 )     (109 )

Income tax benefit

     (1 )     (37 )
    


 


Net loss before cumulative effect of accounting change

     (2 )     (72 )

Cumulative effect of accounting change

     —         (4 )
    


 


Net loss

   $ (2 )   $ (76 )
    


 


Loss per share—basic and diluted:

                

Net loss before cumulative effect of accounting change

   $ (.01 )   $ (.36 )

Cumulative effect of accounting change

     —         (.02 )
    


 


Net loss

   $ (.01 )   $ (.38 )
    


 


Shares used to compute net loss per share:

                

Basic and diluted

     201.2       200.2  

Cash dividends per share

   $ .23     $ .23  

 

The accompanying notes are an integral part of these financial statements.

 

1


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

INDEX

 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Dollars in millions, except share and per share amounts

 

     March 31,
2004


    December 31,
2003


 

ASSETS

                

Cash and cash equivalents

   $ 271     $ 225  

Accounts receivable, net

     884       943  

Inventories

     1,143       1,098  

Other current assets

     173       160  
    


 


Current assets

     2,471       2,426  

Property, plant, equipment and forestlands, net

     7,215       7,378  

Prepaid pension asset

     1,029       1,015  

Goodwill

     775       770  

Other assets

     936       898  
    


 


     $ 12,426     $ 12,487  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

Accounts payable

   $ 385     $ 380  

Accrued expenses

     840       867  

Notes payable and current maturities of long-term debt

     281       269  
    


 


Current liabilities

     1,506       1,516  

Long-term debt

     3,962       3,969  

Other long-term obligations

     579       568  

Deferred income taxes

     1,669       1,678  

Commitments and contingencies

                

Shareholders’ equity:

                

Common stock, $0.01 par shares authorized: 600,000,000

shares issued: 201,524,232 (2003—200,897,413)

     2       2  

Additional paid-in capital

     3,939       3,928  

Retained earnings

     866       914  

Accumulated other comprehensive loss

     (97 )     (88 )
    


 


       4,710       4,756  
    


 


     $ 12,426     $ 12,487  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

2


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

INDEX

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

In millions   

First Quarter Ended

March 31


 
     2004

    2003

 

Cash flows from operating activities:

                

Net loss

   $ (2 )   $ (76 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

                

Depreciation, depletion and amortization

     177       176  

Deferred income taxes

     (8 )     (28 )

Gain on sales of assets

     (67 )     (4 )

Loss on early retirement of long-term debt

     —         8  

Pension income before settlements and curtailments

     (19 )     (18 )

Impairment of long-lived assets

     2       4  

Cumulative effect of accounting change

     —         4  

Changes in working capital, excluding the effects of acquisitions and dispositions

     (40 )     (149 )

Other, net

     3       (4 )
    


 


Net cash provided by (used in) operating activities

     46       (87 )

Cash flows from investing activities:

                

Capital expenditures

     (63 )     (76 )

Payments for acquired businesses, net of cash acquired

     —         (12 )

Proceeds from sales of assets

     112       6  

Other

     (2 )     (9 )
    


 


Net cash provided by (used in) investing activities

     47       (91 )

Cash flows from financing activities:

                

Proceeds from issuance of long-term debt

     1       —    

Repayment of long-term debt

     (21 )     (311 )

Notes payable, net

     5       252  

Proceeds from issuance of common stock and exercises of stock options

     11       7  

Dividends paid

     (46 )     (46 )
    


 


Net cash used in financing activities

     (50 )     (98 )

Effect of exchange rate changes on cash

     3       —    
    


 


Increase (decrease) in cash and cash equivalents

     46       (276 )

Cash and cash equivalents:

                

At beginning of period

     225       372  
    


 


At end of period

   $ 271     $ 96  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

 

3


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

 

MeadWestvaco Corporation is a Delaware corporation formed for the purpose of consummating the business combination of The Mead Corporation and Westvaco Corporation, which was completed on January 29, 2002. Unless otherwise indicated or the context otherwise requires, the terms “MeadWestvaco” or the “company” refer to MeadWestvaco Corporation and its consolidated subsidiaries, including Mead and Westvaco, and the terms “Mead” and “Westvaco” refer to The Mead Corporation and Westvaco Corporation, respectively, in each case together with their consolidated subsidiaries. Because for accounting purposes the merger was treated as an acquisition of Mead by Westvaco, the historical financial statements of Westvaco became the historical consolidated financial statements of MeadWestvaco, the registrant.

 

These interim consolidated financial statements have not been audited. However, in the opinion of management, all normal recurring adjustments necessary to present fairly the financial position and the results of operations for the interim periods presented have been made. These interim financial statements have been prepared on the basis of accounting principles and practices generally accepted in the United States of America (“GAAP”) applied consistently with those used in the preparation of the consolidated financial statements included in the company’s 2003 Annual Report and incorporated by reference in the company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Certain information and footnote disclosures normally included in annual financial statements presented in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the 2003 Annual Report and incorporated by reference in the company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Certain prior period amounts have been reclassified to conform to the current presentation. See Note 13 for the description of adjustments recorded in the first quarter of 2004.

 

Stock Options

 

In January 2003, the company adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation. The company continues to apply the intrinsic value-based method to account for stock options.

 

4


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

If compensation cost for the company’s stock options had been determined based on the fair value method of SFAS No. 123, the company’s net loss and net loss per share would have been reduced to the unaudited pro forma amounts as follows:

 

In millions, except per share data   

First Quarter Ended

March 31


 
     2004

    2003

 

Net loss

                

As reported

   $ (2 )   $ (76 )

Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect

     (2 )     (1 )
    


 


Pro forma net loss

   $ (4 )   $ (77 )
    


 


Loss per share—basic and diluted

                

As reported

   $ (.01 )   $ (.38 )

Pro forma

     (.02 )     (.39 )

 

2. Restructuring

 

Quarter ended March 31, 2004

 

During the quarter ended March 31, 2004, MeadWestvaco recorded total pretax restructuring charges of $10 million for employee separation costs, asset writedowns and other restructuring-related costs. Approximately $8 million and $2 million of the charges were recorded within cost of sales and selling, general and administrative expenses, respectively. For the full year, the company expects restructuring-related charges to be approximately $75 million. Productivity program charges of $15 million were recorded in the fourth quarter of 2003. Total payments for these actions are expected to occur throughout 2004 and 2005. Although these charges relate to individual segments, such amounts are reflected in corporate and other for segment reporting purposes.

 

Packaging: During the first quarter, the segment had various restructuring activities in its manufacturing operations in Europe. These actions resulted in a pretax charge of $6 million during the quarter ended March 31, 2004, related primarily to employee benefit costs covering approximately 50 employees and the write down of a long-lived asset. As of March 31, 2004, 19 of the employees had been separated. The remaining employees will separate by the end of the third quarter of 2004.

 

Other: In connection with the company’s previously announced productivity initiative, the company recorded additional charges of approximately $4 million related to employee separation costs covering approximately 15 employees. As of March 31, 2004, 90% of these employees had separated from the company.

 

The following table and discussion presents additional detail of the charges by business segment:

 

In millions   

Asset
writedowns

and other
costs


   Employee
costs


   Total

Packaging

   $ 3    $ 3    $ 6

Paper

     —        1      1

Consumer and Office Products

     —        1      1

Corporate

     —        2      2
    

  

  

     $ 3    $ 7    $ 10
    

  

  

 

5


MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Year ended December 31, 2003

 

For the quarter ended March 31, 2003, MeadWestvaco recorded total pretax restructuring charges and other merger-related costs of $18 million. Of these amounts, $13 million and $5 million were recorded within cost of sales and selling, general and administrative expenses, respectively. Those charges include employee-related costs for Packaging, Paper, Consumer and Office Products, and corporate and other of $8 million, $2 million, $1 million and $1 million, respectively. Also included in the charges were $6 million for asset writedowns and other costs for the Packaging segment. For the year ended December 31, 2003, MeadWestvaco recorded total pretax restructuring charges and other merger-related costs of $68 million. Approximately $47 million and $21 million were recorded within cost of sales and selling, general and administrative expenses, respectively. Although these charges related to individual segments, such amounts are reflected in corporate and other for segment reporting purposes.

 

Packaging: The company took actions to streamline its packaging operations through the shutdown of three packaging and converting plants resulting in total charges of $28 million in 2003. As of March 31, 2004, all of the employees had been separated from the company.

 

Additionally, $2 million of asset writedowns and $7 million of employee separation costs covering about 370 employees were incurred during the year as a result of various other restructuring activities. As of March 31, 2004, approximately 80% of the employees had been separated. The remaining separations are expected to occur by the end of the second quarter of 2004.

 

Paper: As part of various restructuring activities, the Paper segment had charges of $12 million in 2003 for the separation benefits of approximately 400 employees. As of March 31, 2004, approximately 300 of these employees had been separated. The remaining separations are expected to occur by the end of 2004.

 

Corporate and other: During 2003 and as part of the continued review of the business, including the reorganization of overlapping corporate functions and other business units, the company recorded charges that included $22 million of employee separation benefits covering about 280 employees. Approximately 70% of the employees have separated from the company as of March 31, 2004, and the remainder is expected to be separated by the end of 2004. Additionally, a corporate asset that was sold was written down to its estimated fair value, resulting in a charge of $2 million.

 

Also during 2003, the company sold two previously written-down facilities, resulting in a gain of $5 million.

 

Summary of all Restructuring Plans

 

The activity in the accrued restructuring liabilities balances related to all of the plans described above was as follows for the first quarter of 2004:

 

In millions   

Employee

costs


  

Other

  costs  


      Total   

Balance of related accruals at December 31, 2003

   $ 21    $ 3    $ 24

Add: current charges

     7      1      8

Less: payments

     14      2      16
    

  

  

Balance of related accruals at March 31, 2004

   $ 14    $ 2    $ 16