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 registrants 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
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 sharebasic 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
(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 (2003200,897,413) |
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 companys 2003 Annual Report and incorporated by reference in the companys 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 companys 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 CompensationTransition 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 companys stock options had been determined based on the fair value method of SFAS No. 123, the companys 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 sharebasic 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 companys 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 and other |
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 | |||