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 June 30, 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 | One High Ridge Park | |
| (State of incorporation) | Stamford, CT 06905 | |
| 31-1797999 | Telephone 203-461-7400 | |
| (I.R.S. Employer Identification No.) |
(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 x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
At July 31, 2004, the latest practicable date, there were 201,810,433 shares of MeadWestvaco Common Stock outstanding.
and Consolidated Subsidiary Companies
INDEX TO FORM 10-Q
| Page No. | ||
| PART I. FINANCIAL INFORMATION | ||
| 1 | ||
| Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 |
2 | |
| Consolidated Statements of Cash Flows for the First Half Ended June 30, 2004 and 2003 |
3 | |
| 4 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
32 | |
| Item 4. Controls and Procedures |
32 | |
| PART II. OTHER INFORMATION |
||
| Item 1. Legal Proceedings |
35 | |
| 35 | ||
| 35 | ||
| Item 6. Exhibits and Reports on Form 8-K |
36 | |
| 37 | ||
and Consolidated Subsidiary Companies
PART I. FINANCIAL INFORMATION
| FINANCIAL STATEMENTS |
INDEX |
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Second Quarter Ended June 30 |
First Half Ended June 30 |
|||||||||||||||
| In millions, except per share amounts
|
2004 |
2003 |
2004 |
2003 |
||||||||||||
| Net sales |
$ | 2,095 | $ | 1,915 | $ | 3,928 | $ | 3,609 | ||||||||
| Cost of sales |
1,773 | 1,657 | 3,399 | 3,171 | ||||||||||||
| Selling, general and administrative expenses |
212 | 229 | 423 | 439 | ||||||||||||
| Interest expense |
69 | 73 | 137 | 150 | ||||||||||||
| Other income, net |
(26 | ) | (45 | ) | (95 | ) | (43 | ) | ||||||||
| Income (loss) before income taxes and cumulative effect of accounting change |
67 | 1 | 64 | (108 | ) | |||||||||||
| Income tax provision (benefit) |
19 | 8 | 18 | (29 | ) | |||||||||||
| Income (loss) before cumulative effect of accounting change |
48 | (7 | ) | 46 | (79 | ) | ||||||||||
| Cumulative effect of accounting change |
| | | (4 | ) | |||||||||||
| Net income (loss) |
$ | 48 | $ | (7 | ) | $ | 46 | $ | (83 | ) | ||||||
| Income (loss) per share - basic and diluted: |
||||||||||||||||
| Income (loss) before cumulative effect of accounting change |
$ | .24 | $ | (.04 | ) | $ | .23 | $ | (.40 | ) | ||||||
| Cumulative effect of accounting change |
| | | (.02 | ) | |||||||||||
| Net income (loss) |
$ | .24 | $ | (.04 | ) | $ | .23 | $ | (.42 | ) | ||||||
| Shares used to compute net income (loss) per share: |
||||||||||||||||
| Basic |
201.4 | 200.4 | 201.3 | 200.3 | ||||||||||||
| Diluted |
201.8 | 200.4 | 201.8 | 200.3 | ||||||||||||
| Cash dividends per share |
$ | .23 | $ | .23 | $ | .46 | $ | .46 | ||||||||
The accompanying notes are an integral part of these financial statements.
1
MEADWESTVACO CORPORATION
and Consolidated Subsidiary Companies
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| Dollars in millions, except share and per share amounts
|
June 30, 2004 |
December 31, 2003 |
||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 313 | $ | 225 | ||||
| Accounts receivable, net |
1,038 | 943 | ||||||
| Inventories |
1,105 | 1,098 | ||||||
| Other current assets |
171 | 160 | ||||||
| Current assets |
2,627 | 2,426 | ||||||
| Property, plant, equipment and forestlands, net |
7,093 | 7,378 | ||||||
| Prepaid pension asset |
1,045 | 1,015 | ||||||
| Goodwill |
786 | 770 | ||||||
| Other assets |
928 | 898 | ||||||
| $ | 12,479 | $ | 12,487 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Accounts payable |
$ | 434 | $ | 380 | ||||
| Accrued expenses |
932 | 867 | ||||||
| Notes payable and current maturities of long-term debt |
281 | 269 | ||||||
| Current liabilities |
1,647 | 1,516 | ||||||
| Long-term debt |
3,917 | 3,969 | ||||||
| Other long-term obligations |
591 | 568 | ||||||
| Deferred income taxes |
1,676 | 1,678 | ||||||
| Commitments and contingencies |
||||||||
| Shareholders equity: |
||||||||
| Common stock, $0.01 par shares authorized: 600,000,000 shares issued: 201,551,268 (2003-200,897,413) |
2 | 2 | ||||||
| Additional paid-in capital |
3,941 | 3,928 | ||||||
| Retained earnings |
821 | 914 | ||||||
| Accumulated other comprehensive loss |
(116 | ) | (88 | ) | ||||
| 4,648 | 4,756 | |||||||
| $ | 12,479 | $ | 12,487 | |||||
The accompanying notes are an integral part of these financial statements.
2
MEADWESTVACO CORPORATION
and Consolidated Subsidiary Companies
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| First Half Ended June 30 |
||||||||
| In millions
|
2004 |
2003 |
||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 46 | $ | (83 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation, depletion and amortization |
356 | 357 | ||||||
| Deferred income taxes |
(9 | ) | (17 | ) | ||||
| (Gain) loss on sales of assets |
(87 | ) | (37 | ) | ||||
| Loss on early retirement of long-term debt |
| 8 | ||||||
| Pension income before settlements and curtailments |
(37 | ) | (36 | ) | ||||
| Impairment of long-lived assets |
7 | 10 | ||||||
| Cumulative effect of accounting change |
| 4 | ||||||
| Changes in working capital, excluding the effects of acquisitions and dispositions |
(48 | ) | (228 | ) | ||||
| Other, net |
| 8 | ||||||
| Net cash provided by (used in) operating activities |
228 | (14 | ) | |||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(155 | ) | (171 | ) | ||||
| Payments for acquired businesses, net of cash acquired |
(21 | ) | (12 | ) | ||||
| Proceeds from sales of assets |
144 | 75 | ||||||
| Other |
(3 | ) | (19 | ) | ||||
| Net cash used in investing activities |
(35 | ) | (127 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of long-term debt |
3 | 40 | ||||||
| Repayment of long-term debt |
(28 | ) | (376 | ) | ||||
| Notes payable, net |
2 | 324 | ||||||
| Proceeds from issuance of common stock and exercises of stock options |
13 | 8 | ||||||
| Dividends paid |
(93 | ) | (92 | ) | ||||
| Net cash used in financing activities |
(103 | ) | (96 | ) | ||||
| Effect of exchange rate changes on cash |
(2 | ) | 6 | |||||
| Increase (decrease) in cash and cash equivalents |
88 | (231 | ) | |||||
| Cash and cash equivalents: |
||||||||
| At beginning of period |
225 | 372 | ||||||
| At end of period |
$ | 313 | $ | 141 | ||||
The accompanying notes are an integral part of these financial statements.
3
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, 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.
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 income (loss) and income (loss) per share would have been reduced to the unaudited pro forma amounts as follows:
| Second Quarter Ended June 30 |
First Half Ended June 30 |
|||||||||||||
| In millions, except per share data
|
2004 |
2003 |
2004 |
2003 |
||||||||||
| Net income (loss) |
||||||||||||||
| As reported |
$ | 48 | $ | (7 | ) | $ | 46 | $ | (83 | ) | ||||
| Deduct: Total stock-based employee compensation expense determined |
1 | 2 | 3 | 3 | ||||||||||
| Pro forma net income (loss) |
$ | 47 | $ | (9 | ) | $ | 43 | $ | (86 | ) | ||||
| Income (loss) per share - basic and diluted |
||||||||||||||
| As reported |
$ | .24 | $ | (.04 | ) | $ | .23 | $ | (.42 | ) | ||||
| Pro forma |
$ | .23 | ||||||||||||