ITEM 1 - BUSINESS
General
Tufco Technologies, Inc. (“Tufco” or the “Company”) provides diversified contract manufacturing and specialty printing services and manufactures and distributes business imaging paper products. Since 1992 and until its organizational restructuring on February 7, 1997, the Company operated as three wholly owned subsidiaries, Tufco Industries, Inc., Executive Converting Corporation (“ECC”) and Hamco Industries, Inc. (“Hamco”). On January 28, 1994, the Company completed an initial public offering in which the Company issued and sold 900,000 shares of its Common Stock, par value $0.01 per share (“Common Stock”), and certain stockholders of the Company sold 50,000 shares of Common Stock. Contemporaneously with the closing of the Company’s public offering, the Company acquired, through ECC, substantially all of the assets of Executive Roll Manufacturing, Inc., d/b/a Executive Converting Corporation for $7.5 million in cash and 127,778 shares of Common Stock. On August 23, 1995, the Company acquired, through Hamco, substantially all of the assets of Hamco, Inc. for approximately $12.9 million net in cash. On February 7, 1997, the Company reorganized its corporate structure to better serve its business needs. Through this restructuring, the net assets of Tufco Industries, Inc., ECC and Hamco were transferred to Tufco, L.P., a Delaware limited partnership, in which Tufco Tech, Inc. was the sole managing general partner and was wholly owned by the Company. On November 13, 1997, the Company purchased all of the outstanding common stock of Foremost Manufacturing Company, Inc. for $5.9 million in cash and 25,907 shares of Common Stock.
On March 31, 2003, the Company sold the assets and business of the Paint Sundries segment for approximately $12.2 million in cash to Trimaco, LLC and its affiliate. The sale included all Paint Sundries segment assets, including the stock of Foremost Manufacturing, Inc. and the Company’s Manning, South Carolina manufacturing facility. Concurrently with the sale of the Paint Sundries segment, the Company reorganized its corporate structure by merging certain of its wholly-owned subsidiaries with and into the Company, with the Company as the surviving entity, and merging the Company’s wholly-owned subsidiary Tufco Tech, Inc. with and into Tufco LLC, a newly-formed wholly-owned subsidiary, with Tufco LLC as the surviving entity. As a result of this reorganization, Tufco LLC became the sole managing general partner of Tufco, L.P.
Tufco offers a wide array of contract manufacturing services including flexographic printing, wet and dry wipe converting, calendering and thermal bond laminations, hot melt adhesive laminating, folding, customized on-site blending, integrated downstream packaging and on-site quality and microbiological process management. Tufco also manufactures a wide range of printed and unprinted business imaging paper products for a variety of business needs.
The Company was incorporated in the state of Delaware in 1992 to acquire Tufco Industries, Inc. Although the Company was organized in 1992, the business conducted by Tufco Industries, Inc. has been in continuous operation since 1974. The Company has become a leading provider of contract manufacturing and specialty printing services, and supplier of value-added custom paper products. The Company’s principal executive offices are located at PO Box 23500, Green Bay, WI 54305-3500, and its telephone number is (920) 336-0054.
Products and Services
The Company markets its products and services through two market segments: Contract Manufacturing services and Business Imaging paper products. Tufco conducts operations from two manufacturing and distribution locations in Green Bay, Wisconsin, and Newton, North Carolina. Until
September 2002, the Company had a manufacturing and distribution facility in Dallas, Texas. In fiscal 2002, certain assets and business from this operation were transferred to the Newton, North Carolina facility.
Contract Manufacturing
Tufco has contract manufacturing capability at two locations: Green Bay, Wisconsin, and Newton, North Carolina.
The Company’s products and services at its Green Bay, Wisconsin facility include flexographic printing, wet and dry wipe converting, calendering and thermal bond laminations, hot melt adhesive laminating, folding, customized on-site blending, integrated downstream packaging, and on-site quality and microbiological process management. The facility custom converts a wide array of materials, including polyethylene films, nonwoven materials (coated and uncoated), paper and tissue. Products include disposable wet and dry wipes for home care and personal/baby/medical care, flexible packaging options, disposable table covers, ream wrap and house wrap. The Company has invested in equipment to perform thermal lamination to bond various material substrates up to 120 inches wide, such as reinforced nonwovens material and breathable moisture barrier wraps. Machinery and equipment at the Green Bay, Wisconsin facility have the capability, developed by the Company’s in-house engineers and technical personnel, to combine or modify various substrates through the use of precise temperature and pressure control.
In December 2002, the Company invested in wet wipe converting equipment with the flexibility to convert a variety of nonwovens and pulp based substrates and began commercial operations in May 2003. Capabilities include a wide array of folding options, count versatility ranging from five (5) to eighty (80) wipes per package, and integrated flow wrapping and finished packaging design.
The Company’s Green Bay, Wisconsin facility also offers value-added specialty printing and related graphic arts pre-press services. The Company specializes in 8-color, high quality, wide web flexographic printing and focuses on specialty printing products such as paper and poly table covers, gift wrap and flexible packaging. In March 2000, the Company made its first capital investment in a state-of-the-art 8-color flexographic printing press capable of printing solvent and water-based inks, a 62” print width at speeds up to 1,500 feet per minute and offering repeat sizes ranging form 15-3/4” to 47-1/4”. A second $3.2 million “sister” 8-color press was leased in April 2003, and brought on line for production in June, 2003.
Down stream converting equipment folds and packages finished printed goods such as poly and paper table covers into finished product. In addition, materials can be printed roll-to-roll at the Company and then sent out for converting.
The Company uses the customer’s preliminary artwork and outsources all preparatory processes for camera-ready art, layout, and other related services, and then internally mounts the plates.
The Green Bay presses use flexographic processes and can print on a wide range of media from lightweight tissue or nonwoven to heavyweight paperboard, films and foils.
Business Imaging
The Company’s Newton, North Carolina facility has capabilities which include precision slitting, rewinding, specialty packaging, folding, perforating, and trimming of paper rolls in a large variety of sizes which include variables in width, diameter, core size, single or multi-ply, and color. All of the rolls can be printed on one side or both, providing the customer with advertising, promotional or security features. These capabilities are directed toward converting fine paper materials including specialty and fine printing papers, thermal papers, inkjet papers, polyester films, and coated products.
The Company’s Newton, North Carolina facility also produces a full range of papers for use in bank proof or automated teller machines, including fan-fold forms, and printed rolls of various sizes and types. Additionally, the Company produces an extensive selection of standard and customized guest checks for use
in the restaurant industry, and the Company’s Newton facility owns equipment which enables the Company to produce a wide variety of multi-part business forms.
The Company also produces and distributes from its Newton facility a wide variety of printed and unprinted paper products used in business imaging equipment in market segments including architectural and engineering design, high speed data processing, point of sale, automatic teller machines and a variety of office equipment. The Company’s products include roll products ranging in length from 150 feet to 3,500 feet and in widths from 1 inch to 54 inches. The Company’s products are available in a wide range of paper grades including a variety of weights of bond paper, thermal imaging papers, fine vellums and films and multi-part forms.
Manufacturing and Operations
With regard to its contract manufacturing operations, the Company either utilizes product specifications provided by its customers or teams with its customers to develop specifications which meet customer requirements. Generally, the product begins with base materials such as nonwovens, papers, or polyethylene films. In most cases the customers of the Contract Manufacturing segment provide the base material used in the product. The Company applies one or more of its custom converting or specialty printing services that it has developed over a period of years through its distinctive technical knowledge to add value to these materials. In producing and distributing its line of Business Imaging Products, the Company works closely with various Original Equipment Manufacturers (OEMs) to develop products which meet or exceed the requirements of the imaging equipment. The Company then produces and stocks a full line of paper products to meet the needs of the users of the imaging equipment.
The Company’s growth has been supported by capital investment in new facilities and machinery and equipment. During the past three years, the Company spent over $4.5 million on capital expenditures. Through the Company’s expenditures on new equipment, it has increased both its manufacturing capacity and the range of its capabilities. Principal capital improvements include equipment which has expanded the Company’s custom folding, dry and wet wipes converting and packaging capabilities, and presses which have enabled the Company to print on a variety of substrates. The Company has also expanded and modernized its roll-to-roll winding capacity. The Company announced on December 4, 2003 the undertaking of a capital equipment expansion program which includes doubling the capacity for wet wipes production, a new flat pack folder, and a rebuild of an existing quarter folder. With these additions, the Company believes it has sufficient capacity to meet its growth expectations. The Company also plans to combine microbiological and chemical lab capabilities with the addition of equipment and building modifications.
The Company’s equipment can produce a wide range of sizes of production output to meet unique customer specifications. The Company’s printing presses perform flexographic processes and print from one to eight colors on webs as wide as 64 inches. Its fine printing paper and paperboard converting equipment includes state-of-the-art rewinders, folders, and equipment that performs extensive packaging functions.
Tufco has received numerous safety awards at both its Newton, North Carolina and Green Bay, Wisconsin plants. At Newton, the workforce has gone over 3-1/2 years without a lost time accident. Tufco’s Green Bay plant has recorded more than 1.35 million consecutive hours without a lost time injury. The Tufco-Green Bay plant is ISO 9001:2000 certified and has been recertified three consecutive years with no findings.
Sales and Marketing
Tufco markets its products and services nationally through its 20 full-time sales and customer service employees and 51 manufacturer’s representatives and distributors. The Company’s sales and service personnel are compensated with a base salary plus an incentive bonus. The Company generally utilizes referrals and its industry reputation to attract customers. It also advertises on a limited basis in industry periodicals and through cooperative advertising arrangements with its suppliers and customers.
Prior to fiscal 1999, customers generally purchased the Company’s goods and services under project-specific purchase orders rather than long-term contracts. Beginning in fiscal 1999, management shifted its
strategic focus in contract manufacturing away from serving as a temporary manufacturer for the customers’ outsourced overflow needs towards longer-term cooperative manufacturing projects which usually include multi-year contracts.
The Company’s sales volume by fiscal quarter is subject to a limited amount of seasonal fluctuation. Generally, Tufco’s sales volume and operating income are at their lowest levels in the first and second fiscal quarters and are generally higher in the third and fourth fiscal quarters; however, the Company believes that such seasonal fluctuations are diminishing as the Company shifts its emphasis to longer-term manufacturing agreements.
The Company’s customer base consists of approximately 350 companies, including large consumer products companies and dealers and distributors of business imaging papers. Sales to such customers are made pursuant to project specific purchase orders as well as contract service agreements with terms of 18 months to three years. Sales under such contract service agreements are typically derived from customer directed purchase orders based on unit volume projections supplied by the customers and demand generated by the customer’s consumer base. As a result, there can be no assurance that sales to such customers will continue in the future at current levels. Sales are generally made on a credit basis within limits set by the Company’s executive management. The Company generally requires payment to be made within 30 days following shipment of goods or completion of services. In fiscal 2003, products produced under contracts with a Contract Manufacturing customer that is a Fortune 500 company accounted for more than 33% of consolidated sales. During fiscal 2003, the Company announced that this customer had decided to take certain products from the Company for manufacture at their own facility in 2004, leaving other existing products under contract with the Company. Those products removed accounted for approximately 20% of fiscal 2003 revenues. On December 4, 2003 the Company announced it had signed significant contracts with new and existing customers for both printing and contract manufacturing which the Company expects, on an annualized basis, should offset the loss of revenue and operating profits caused by this removal. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”.
Competition
In order to continue growth based on an outstanding service reputation, the Company has established and continues to provide customers with innovative, full service solutions. The Company believes the primary areas of competition for its goods and services are quality, production capacity and capability, prompt and consistent delivery, service, flexibility, continuing relationships and price. The Company offers key competitive advantages such as customized contract manufacturing options all under one roof, dedicated customer service and support personnel, outstanding product quality, speed to market, uncompromised security and confidentiality, ISO 9001:2000 quality certification, in-house microbiological management, technical expertise and lower overall costs.
Competitors for the Company’s Contract Manufacturing’s products and services vary based upon the products and services offered. In the Company’s contract manufacturing services, the Company believes that relatively few competitors offer a wider range of services or can provide them from a single source. With respect to the Company’s specialty printing and converting services and fine paper converting products, the competition consists primarily of numerous small regional companies. Management believes that the Company’s capabilities in Contract Manufacturing and specialty printing give it the flexibility, diversity, and capacity to compete effectively on a national basis with large companies and locally with smaller regional companies. The Company does not believe foreign competition is significant at this time in the contract manufacturing and specialty printing lines. In the wet wipe market, the Company has built a strong reputation with nationally recognized consumer and industrial products market leaders. The Company strongly abides by stringent security and confidentiality practices and provides turn-key solutions to introduce new and innovative products that respond to consumer demands for applications that are easy to use, disposable, convenient and cost effective.
The Company operates highly technical manufacturing processes to meet a variety of customer needs. By virtue of being a customized contract manufacturer, the Company continually engineers and
proposes systems to customers and potential customers to solve their manufacturing needs in new product rollouts. The Company offers full, value added services such as on-site microbiology assessment and management, and wet wipe, lotion and concentrate testing services and equipment that allow the Company to maintain and assure high product integrity. In the products made at Newton, North Carolina, raw materials are generally inexpensive and readily available, and converting equipment is generally easily purchased. As a result, competition for engineering and transaction papers customers is relatively very strong, primarily from small regional suppliers and a few large national companies.
Historically, the Company has been subject to surges and declines in sales due to the short-term nature of its converting projects with large integrated paper products companies. Since the Company began emphasizing longer-term contractual arrangements, management believes that it is now better able to anticipate fluctuations in sales. However, customer volume needs in contract manufacturing arrangements are ultimately controlled by the Company’s customers, and a certain amount of short-term fluctuation is expected.
Product Development and Quality Control
The Company works with its customers to develop new products and applications. The Company believes that a key factor is its willingness and distinctive technical competency to help customers experiment with a variety of substrates to develop materials with different attributes such as strength, flexibility, absorbency, breathability, moisture-resistance, and appearance. As a result, the Company has been able to develop certain laminated substrates at lower costs than if the customers developed these products themselves. Customers may request certain physical tests during trial runs that are performed by the Company’s quality control personnel, often with the customer on site. After completing the development process, the Company prices a new product or service and designs an ongoing program that provides information to the customer such as quality checks, inventory reports, materials data, and production reports.
The Company maintains three quality control laboratories that are able to constantly monitor production using statistical process controls (SPC) to observe and measure quality effectiveness of its production processes, such as temperature, speed, tension, and pressure. The Company’s rigid standards and use of SPC have allowed it to qualify for the GMP (Good Manufacturing Practices) designation from several customers, a quality control standard that these companies require before they will use a company for outsourcing. In addition, several of the Company’s customers perform periodic audits at the Company’s Green Bay, Wisconsin facility to ensure that adequate quality control practices are in place at all times. In fiscal 2000, the Company achieved ISO certification for its Green Bay, Wisconsin facility. ISO is the standard issued by the International Organization of Standardization to promote the development of international standards and facilitate the exchange of goods and services worldwide. In fiscal 2001 the Green Bay, Wisconsin facility achieved ISO 9001:2000. During fiscal 2003, the Company was ISO recertified for the second consecutive year with zero negative findings or comments by the examiner, a record achieved by a very small percentage of candidate companies.
Raw Materials and Suppliers
The Company is not dependent on any particular supplier or group of affiliated suppliers for raw materials or for equipment needs. The Company believes that it has excellent relationships with its primary suppliers, and the Company has not experienced difficulties in obtaining raw materials during the last five years. The Company’s raw materials fall into four general groups: various paper stocks, inks for specialty printing, nonwoven materials, and polyethylene films. There are numerous suppliers of all of these materials. To ensure quality control and consistency of its raw material supply, the Newton, North Carolina facility continues to receive fine paper stock primarily from five major paper companies instead of a greater number of companies.
The Company’s primary raw materials, base paper and nonwoven, are subject to periodic price fluctuations. In the past, the Company has been generally successful in eventually passing most of the price increases on to its customers, but management cannot guarantee that the Company will be able to do this in the future.
Environmental Matters
The Company is subject to various federal, state, and local environmental laws and regulations concerning emissions into the air, discharges into waterways, and the generation, handling, and disposal of waste materials. These laws and regulations are constantly evolving, and it is impossible to predict accurately the effect they may have upon the capital expenditures, earnings, and competitive position of the Company in the future. The Company believes it is in complete compliance with all environmental regulations and is current on all applicable permitting and reporting requirements with federal, state and local jurisdictions. The Company has continuous air emissions monitoring systems and effluent monitoring procedures regulated by the EPA and maintains a strong, active relationship with the controlling agencies and a principle based commitment to stewardship in the community.
The Company’s past expenditures relating to environmental compliance have not had a material effect on the Company. Further growth in the Company’s production capacity with a resulting increase in discharges and emissions may require additional capital expenditures for environmental control equipment in the future. No assurance can be given that future changes to environmental laws or their application will not have a material adverse effect on the Company’s business or results of operations.
Each manufacturing line is unique and can generate various types of waste. The Company takes into account all considerations for environmental impact on all waste streams that occur. The Company follows a strict waste minimization plan to reduce, recycle or eliminate waste from all of our manufacturing processes. All processes are reviewed during initial start-up or annually to make sure that the Company is in compliance with all applicable federal, state and local laws and regulations.
Employees
At September 30, 2003, the Company had 296 employees, of whom 212 were employed at its Green Bay, Wisconsin facility and 84 at its Newton, North Carolina facility. The Company has a non-union workforce and believes that its relationship with its employees is good.
Working Capital
Information regarding the Company’s working capital position and practices is set forth in Item 7 of this Report under the caption “Liquidity and Capital Resources”.
Financial information for the Contract Manufacturing services and the Business Imaging paper products segment is set forth in Note 13 to the Consolidated Financial Statements included in Item 8 of this Report.
ITEM 2
ITEM 2 - PROPERTIES
The Company’s main production and distribution facilities for contract manufacturing and specialty printing are located in Green Bay, Wisconsin. The 243,800 square foot facility (of which approximately 20,700 square feet are used for offices for the facility and the Company’s corporate headquarters) was built in stages from 1980 to 2000 and is owned by the Company. The Company has approximately seven additional acres on which to expand in the future.
The Company leases 42,600 square feet of space in a facility contiguous to its Green Bay, Wisconsin facility, which is currently used for certain contract manufacturing, warehousing, and distribution operations. This facility is leased from a partnership of which Samuel Bero, a director of the Company, is one of several partners. The lease for this facility expires March 2008. The Company has an option to renew this lease for an additional five years.
The Company also owns a 120,000 square foot facility in Newton, North Carolina, and leases an additional 10,000 square feet for raw materials and finished goods used in the production and distribution of copying, production, transaction papers products and in the printing of custom forms. The lease is for a six-
month period, renewable in March and September each year. This space was required due to the consolidation of the Dallas Business Imaging and Engineering into the Newton facility.
The Company believes that all of its facilities are in good condition and suited for their present purpose. The Company believes that the property and equipment currently used and planned for acquisition is sufficient for its current and anticipated short-term needs, but that the expansion of the Company’s business or the offering of new services could require the Company to obtain additional equipment or facilities.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
The Company is involved in various legal proceedings in the ordinary course of its business, none of which are anticipated to have a material adverse effect on the Company’s financial statements.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
THE EXECUTIVE OFFICERS OF THE COMPANY
Executive officers of the Company are elected by the Board of Directors and serve at the discretion of the Board. There are no family relationships between any executive officers of the Company.
Executive Officers
Louis LeCalsey, III-Mr. LeCalsey assumed the positions of President and Chief Executive Officer of Tufco in October 1996. Previously he was President of Tufco Industries, Inc. since April 1996. Prior to that he served as Vice President of Worldwide Logistics for Scott Paper Company, the culmination of a 23-year career with Scott in various leadership positions. Mr. LeCalsey serves as a director for TriMark USA, Inc. and Independent Printing Company, Inc., as well as a member of the Advisory Group for Bradford Equities Fund L.P.
Michael B. Wheeler, CPA-Mr. Wheeler has been with Tufco as Vice President and Chief Financial Officer since March 27, 2002. From 1999 to 2001, Mr. Wheeler consulted for several companies as a senior financial consultant. Prior to that, Mr. Wheeler was with Stone Container Corporation for twenty-five years serving as Vice President and Treasurer from 1983 to 1998.
Madge J. Joplin- Mrs. Joplin assumed the position of Vice President for the Business Imaging segment of Tufco in 1998. She began her career in 1965 with Hamco, Inc. and served in various positions until Hamco was acquired by Tufco in 1995. While with Hamco, Mrs. Joplin’s more recent positions included Comptroller, Vice President of Operations and Chief Operating Officer.
Michele M. Corrigan - Mrs. Corrigan assumed the position of Vice President, Sales & Marketing for the Contract Manufacturing business segment in 1999. She began her career with Tufco in 1996 as a Marketing Manager in the Sales Department. Prior to joining Tufco, Mrs. Corrigan was in sales and marketing for Bay West Paper from 1989 until 1996.
Robert J. Simon-Mr. Simon has been Chairman of the Board of Directors of Tufco since February 1992. Mr. Simon has been a Senior Managing Director of Bradford Ventures, Ltd., a private investment firm, since 1992 and a General Partner of Bradford Associates since 1989, having started at the firm in 1984. Mr. Simon is either Chairman of the Board or a director of Wolverine Brass, Parmarco Technologies, Inc., TriMark USA, Inc., Overseas Equity Investors Ltd., Overseas Callander Fund, Ltd., Portuguese Baking Company and Independent Printing Company, Inc. as well as several other privately held companies.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since the Company’s initial public offering of Common Stock on January 28, 1994 at $9.00 per share, the Common Stock of Tufco has been traded on the NASDAQ National Market under the trading symbol “TFCO.” The following table sets forth the range of high and low closing prices for the Common Stock, as reported on the NASDAQ National Market for the periods indicated:
As of December 18, 2003, there were approximately 103 holders of record of the Common Stock. On December 18, 2003, the last reported sale price of the Common Stock as reported on the NASDAQ National Market was $7.00 per share.
The Company has never paid dividends on its Common Stock. The Company’s revolving credit agreement contains certain restrictive covenants, including requirements to maintain certain levels of cash flow and restriction on the payment of dividends. The Company does not intend to pay any cash dividends in the foreseeable future.
Equity Compensation Plan Information
The following table sets forth information concerning the equity compensation plans of the Company as of September 30, 2003.
ITEM 6
ITEM 6 - SELECTED CONSOLIDATED FINANCIAL DATA (in thousands, except per share data) (1)
(Footnotes 1-4 on next page)
ITEM 7
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
Management’s discussion and analysis of financial condition and results of operations, including management’s discussion of the Company’s 2003 fiscal year in comparison to fiscal 2002 contains forward-looking statements regarding current expectations, risks and uncertainties for fiscal 2004 and beyond. The actual results could differ materially from those discussed here. As well as those factors discussed in the section entitled “Business” in this Report, other factors that could cause or contribute to such differences include, among other items, the general economic and business conditions affecting the contract manufacturing, specialty printing services, imaging paper products, significant changes in the cost of base paper stock, competition in the Company’s product areas, or an inability of management to successfully reduce operating expenses in relation to net sales without damaging the long-term direction of the Company. Therefore, the selected financial data for the periods presented may not be indicative of the Company’s future financial condition or results of operations.
General
Tufco performs contract manufacturing and specialty printing services and manufactures and distributes business imaging paper products. The Company’s strategy is to provide services and manufacture and distribute products in niche markets, relying on close customer contact and high levels of quality and service. The Company works closely with its contract manufacturing clients to develop products or perform services which meet or exceed the customers’ quality standards, and then uses the Company’s operating efficiencies and technical expertise to supplement or replace its customers’ own production and distribution functions.
The Company’s technical proficiencies include folding, packaging, coating, slitting and rewinding, sheeting, multi-color flexographic printing and laminating.
Results of Operations
The following discussion relates to the financial statements of the Company for the fiscal year ended September 30, 2003 (“current year” or “fiscal 2003”), in comparison to the fiscal year ended September 30, 2002 (“prior year” or “fiscal 2002”), as well as the fiscal year ended September 30, 2001 (“fiscal 2001”).
Results of Operations (continued)
The following table sets forth, for the fiscal years ended September 30 (i) the percentage relationship of certain items from the Company’s statements of operations to net sales and (ii) the year-to-year changes in these items:
The components of net sales and gross profit are summarized in the table below:
Fiscal Year Ended September 30, 2003 Compared to September 30, 2002
Net sales for fiscal 2003 increased $4.8 million due primarily to a $2.2 million (7.9%) increase in the Contract Manufacturing segment and a $2.1 million (9.1%) increase in the Business Imaging paper products segment. The increase in Contract Manufacturing related primarily to increases in printing as the new flexographic press started commercial production midway through the year and also increases in contract manufacturing from new contracts brought on line during the year as the wet wipe folding line began commercial production during the third quarter. The Contract Manufacturing segment purchases materials for some of its customers and in other situations has materials supplied by customers. In 2003, purchases of materials increased $1.5 million and this was passed through to customers, generating additional sales revenue.
The Business Imaging segment sales increase resulted primarily from an increase in point of sale rolls to a major discount retail customer and through its network of distributors. This segment continues to experience strong competition from numerous suppliers creating negative impacts on sales volume in the engineering and data processing products manufactured in this segment. The segment manufactured and sold engineering paper from its Newton facility, following the close of its Dallas operation at the end of fiscal year 2002.
Gross profit increased $1.3 million (20.0%) and gross margin increased to 14.0% from 12.8% in 2002. The margin in the Contract Manufacturing segment remained at 17% compared to 2002 on a gross profit increase of $0.3 million. The Business Imaging segment increased gross profit by $1.1 million and increased margin to 11% from 8% in 2002. This increase is primarily related to reduced overhead following the closure of the Dallas, Texas manufacturing operations at the end of fiscal 2002 and moving that production to the Newton facility.
Selling, general and administrative expenses increased $0.9 million in 2003 compared to 2002. This increase was primarily due to increases in legal and other fees, costs relating to the relocation of corporate services and IT from Dallas, Texas to Green Bay, Wisconsin (exclusive of severance costs), increases in the number of sales personnel, sales and administrative bonuses paid in 2003 which were not paid for in 2002 and increased health care costs.
Amortization of goodwill was not recorded for fiscal 2003 or 2002 as the result of implementation of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” in which the Company no longer records goodwill amortization expense. See Cumulative Effect of Accounting Change below.
Facility restructuring costs of $0.2 million for fiscal 2002 was recorded following the Company’s decision to exit the contract sheeting market in March 2002. These costs are mostly related to building lease abandonment. There were no facility restructuring costs in 2003.
Facility closing expense of $0.4 million for fiscal 2002 was recorded as a result of a strategic decision to close the Dallas, Texas manufacturing and distribution facility in September 2002 to control costs in order to remain competitive with the Company’s engineering paper products by moving the decreased production to its Newton, North Carolina facility. Certain assets used to produce Paint Sundries products were moved to the Company’s Manning, South Carolina facility. This expense mostly includes costs to move equipment and inventory, employee severances, building and equipment lease abandonment. There was no facility closing expense for 2003.
Severance expense of $0.3 million in 2003 relates primarily to severance paid to employees at the Dallas corporate services and IT location. Those services were moved to Green Bay during 2003. Severance expense of $0.2 million for 2002 relates primarily to payments made by the Company to a former executive pursuant to an employee agreement with such former executive.
Fiscal Year Ended September 30, 2003 Compared to September 30, 2002-Continued
Asset write-downs of $0.5 million in 2002 includes $0.2 million for an adjustment related to misappropriation of inventory by former employees of a supplier in Mexico to which the Paint Sundries segment outsourced production. Property write-downs of $0.3 million are related to the restructuring and eventual closing of the Dallas, Texas facility mentioned and includes adjustments to leasehold improvements and production equipment. There were no asset writedowns for 2003.
(Gain) loss on asset sales was a loss of $0.1 million in 2003 due to the Company selling various pieces of equipment which were no longer used in the manufacturing process at amounts less than book value.
Interest expense decreased $0.3 million to $0.2 million in fiscal 2003 due to decreased borrowings. Effective with the sale of the Paint Sundries segment sale, the Company repaid approximately $5.4 million of outstanding debt on which interest was being paid.
Income taxes increased $0.6 million as a result of increased profits. The effective tax rate was 42% in 2003 compared to 44% in 2002. The decreased rate results from the impact of certain non-deductible expenses, as well as the mix of tax rates from the various jurisdictions in which the Company operates.
Loss from discontinued operations, net of tax was $0.2 for 2003 and $1.1 million for 2002. During the second quarter of fiscal 2003, the Company sold the Paint Sundries segment. The loss from discontinued operations reflects the short period results for fiscal 2003 and the unfavorable trends identified in fiscal 2002.
Basic and diluted net earnings per share were $0.17 for 2003 compared to a net loss of $1.17 for 2002.
Fiscal Year Ended September 30, 2002 Compared to September 30, 2001
Net sales for fiscal 2002 decreased $9.6 million or 16% related to lower sales at the Contract Manufacturing segment (down $6.5 million or 19%) and a decrease of $2.9 million (11%) from the Business Imaging segment. The most significant decline in Contract Manufacturing segment was related to reduced product demand from a major customer for which the Company manufactures and packages a variety of consumer products as well as unit price adjustments to the customer. Contract Manufacturing also declined due to strong competition from numerous suppliers of converting services to produce branded sheeting, copier papers and engineering rolls for OEM customers and who compete primarily on low pricing for a declining market of available sales. In the second quarter of fiscal 2001, this segment received its last significant order from a large manufacturer of wide-format printers and copiers before the customer’s decision to reassess its inventory stocking program and change suppliers. Printing and laminating services offered by the Contract Manufacturing segment were down slightly from the prior year as well. The Company’s Business Imaging segment continued to experience strong competition from numerous suppliers resulting in a negative impact on sales volume in the engineering and data processing products from the segment. The decline in sales for those products in the Business Imaging segment were somewhat offset by an increase in receipt roll sales to the segment’s network of product distributors. Additionally, in March 2002, the Company made a strategic decision to exit the contract sheeting market and reached an agreement to sell its most significant production assets and sublease a portion of its facility. Later in fiscal 2002 the Company closed its Dallas, Texas manufacturing and distribution facility to control costs in order to remain competitive with its engineering paper products.
Fiscal Year Ended September 30, 2002 Compared to September 30, 2001-Continued
Gross profit declined $2.0 million (24%) and margins declined to 13% in fiscal 2002 from 14% in fiscal 2001. The largest factor contributing to the decline in margin percentages was the pass through of raw material costs in certain Contract Manufacturing agreements which basically contribute additional sales dollars with little or no margin dollar contributions. For this segment, reductions in volume as well as unit price adjustments to a major customer also contributed to the $2.5 million (35%) decline in gross profit. The decline in sales due to strong competition from numerous suppliers of converting services to produce branded sheeting, copier papers and engineering rolls mentioned earlier accounted for part of the decline in gross profit. Business Imaging gross profit increased $0.5 million or 36% due to a change in sales mix related to growth in receipt roll sales to the segment’s network of products distributors discussed previously. Also the segment improved margins by shedding overhead from underutilized production assets and reducing its Dallas, Texas manufacturing facility size when it exited from the contract sheeting market mentioned earlier
Selling, general and administrative expenses for fiscal 2002 were up $0.2 million or 4%, compared to $3.8 million for 2001, primary due to increased expenses for outside professional services, rising health care costs, increases to the sales force late in fiscal 2001 and employee recruiting costs. Additionally, the Company increased its bad debt reserves following the bankruptcy of a large discount retail store chain.
Amortization of goodwill was not recorded for fiscal 2002 as the result of implementation of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” in which the Company no longer records goodwill amortization expense which was $0.5 million for fiscal 2001. Had goodwill not been amortized for the year ended September 30, 2001, the net income per share would have been $0.42 per share instead of the $0.31 per share as reported. See Cumulative Effect of Accounting Change below.
Facility restructuring costs of $0.2 million for fiscal 2002 was recorded following the Company’s decision to exit the contract sheeting market in March 2002, mentioned above. These costs are mostly related to a building lease abandonment.
Facility closing expense of $0.4 million for fiscal 2002 was recorded as a result of a strategic decision to close the Dallas, Texas manufacturing and distribution facility in September 2002 to control costs in order to remain competitive with the Company’s engineering paper products by moving the decreased production to its Newton, North Carolina facility. Also, certain assets used to produce Paint Sundries products were moved to the Company’s Manning, South Carolina facility. This expense mostly includes costs to move equipment and inventory, employee severances, building and equipment lease abandonment.
Severance expense was $0.2 million in fiscal 2002, and relates primarily to payments by the Company pursuant to an employment agreement with a former executive.
Asset write-downs of $0.5 million includes $0.2 million for an adjustment related to misappropriation of inventory by former employees of a supplier in Mexico to which the Paint Sundries segment outsourced production. Property write-downs of $0.3 million are related to the restructuring and closing of the Dallas Texas facility mentioned above and includes adjustments to leasehold improvements and production equipment.
Gain on asset sales were nominal in fiscal 2002, compared to $0.1 million for 2001. The gain was related to the sale of sheeting equipment from its Dallas, Texas facility mentioned above which was mostly offset by disposals of unutilized equipment at the Company’s Green Bay, Wisconsin facility.
Interest Expense decreased $0.5 million to $0.5 million in fiscal 2002. The decline resulted from debt elimination of $6.2 million throughout fiscal 2002 and reductions in the interest rate on borrowings.
Fiscal Year Ended September 30, 2002 Compared to September 30, 2001-Continued
Income taxes decreased $1.2 million as a result of a decline in pre-tax profit as discussed above. The effective tax rate was 44% in 2002 compared to 40% in 2001 as a result of the impact that certain non-deductible expenses, such as meal and entertainment expense, as well as the mix of tax rates from the various jurisdictions in which the Company operates.
Loss from discontinued operations net of tax was $1.1 million in 2002 compared to $0.8 million in 2001. The decrease in profitability of the Paint Sundries segment is due to reduced gross margins related to a change in sales mix and an increase in bad debt reserves following the bankruptcy of a large discount retail store chain.
Cumulative effect of accounting change is the result of the Company adopting certain provisions of SFAS No. 142, effective October 1, 2001. Under SFAS No. 142, goodwill and certain other intangible assets are no longer systematically amortized but instead are reviewed for impairment and any excess in carrying value over the estimated fair value is charged to results of operations. In connection with the adoption of SFAS No. 142, the Company completed the transitional goodwill impairment test during the second quarter of fiscal 2002. As a result, an impairment charge of $ 6.4 million ($4.7 million after tax, or $1.01 per diluted share) was recorded related to goodwill at certain Business Imaging and Paint Sundry reporting units. The fair value of the reporting units was estimated using a combination of valuation techniques including the expected present value of future cash flows and prices of comparable businesses. For the year ended September 30, 2001, amortization of goodwill related to continuing operations was $227,940, net of tax, or $0.05 per share, and $284,400, net of tax, or $0.06 per share related to discontinued operations.
Basic and diluted net loss per share was $1.17 for fiscal 2002 compared to basic and diluted net earnings per share of $0.31 in fiscal 2001 as a result of matters discussed above.
Selected Quarterly Financial Data
The following table sets forth selected quarterly financial information. This information is derived from unaudited consolidated financial statements of the Company and includes, in the opinion of management, all normal and recurring adjustments that management considers necessary for a fair statement of results for such periods. The operating results for any quarter are not necessarily indicative of results for any future period.
Fiscal 2003 (Dollars in thousands, except per share amounts)(1)
Selected Quarterly Financial Data-Continued
Fiscal 2002 (Dollars in thousands, except per share amounts)(1)
In the fourth quarter of fiscal 2003, sales increased $2.7 million or 21% as compared to fourth quarter of fiscal 2002. The Contract Manufacturing segment sales were up $1.5 million or 28% in fourth quarter fiscal 2003 when compared to the same period last year as a result of increased product demand from a major customer for which the Company manufactures and packages a variety of consumer products. Contract Manufacturing also increased due to the start-up of the second printing press and the wet wipes production line in 2003. For fourth quarter fiscal 2003, Business Imaging segment sales were up $1.2 million (21%) in fourth quarter of fiscal 2003 compared to the same quarter of fiscal year 2002 due to increase sales of point of sale rolls by the segment’s network of products distributors and to a major retail discount customer. The fourth quarter of fiscal 2002 included asset write-downs and facility closing costs of $0.5 million and $0.4 million, respectively, related to the closing of the Company’s Dallas, Texas facility in September 2002. For the fourth quarter of 2003, results included $0.2 million for severance costs, primarily relating to the transfer of corporate services and IT services, respectively, from Dallas, Texas. During the second quarter of fiscal 2003, the Company sold the assets and business of its Paint Sundries segment (See Note 1 below) and incurred a loss of $0.2 million (net of tax) from that sale.
Liquidity and Capital Resources
Cash flow from continuing operations was ($0.5) million for fiscal 2003, a positive $6.8 million in 2002 and $4.6 million in 2001. Accounts Receivable increased $2.4 million in 2003, primarily due to higher sales late in the fourth quarter of 2003 compared to 2002. Accounts Payable decreased $2.2 million in 2003, compared to 2002.
Cash used in investing activities was $2.2 million in 2003 as the Company completed the purchase and start-up of its wet wipes converting line. Cash used in investing activities for 2002 was $0.6 million as
expenditures for production and office equipment were somewhat offset by proceeds from the sale of certain underutilized equipment.
Cash used in financing activities was $5.5 million in 2003 and $6.1 million in 2002 resulting primarily from repayments of outstanding indebtedness. In 2003, the Company repaid all of its outstanding term loan debt and cancelled that portion of its credit facility. In March 2003, the Company’s Board of Directors approved the purchase by the Company of up to 100,000 of its shares of common stock after concluding that the cash and debt position would enable these purchases without impairment to the Company’s capital. The purchase plan began in April 2003, and extends over a nine-month period. During 2003, the Company purchased 45,500 shares of its common stock on the open market for an aggregate of $0.3 million.
The Company’s primary need for capital resources is to finance inventories, accounts receivable, capital expenditures, and acquisitions. At September 30, 2003, cash recorded on the balance sheet was $2.9 million.
The Contract Manufacturing segment’s sales are made pursuant to project-specific purchase orders as well as contract service agreements with terms of 18 months to three years. Sales under such contract service agreements are typically derived from customer directed purchase orders based on unit volume projections supplied by the customers and demand generated by the customers’ consumer bases. During fiscal 2003, the Company was informed by a customer which accounted for more than 33% of consolidated sales during fiscal 2003 that at the end of the contract term (December 31, 2003), the customer had decided to stop ordering certain products from the Company and would manufacture those products at its own facility. Those products accounted for approximately 20% of fiscal 2003 revenues. While the loss of these products could result in a significant reduction in revenues, on December 4, 2003 the Company announced it had signed significant contracts with new and existing customers for both printing and contract manufacturing. The Company believes that the revenue generated from these new contracts, on an annualized basis, should more than offset any revenue decline resulting from the products being removed. However, because the Company’s contract revenue agreements described above do not have minimum purchase requirements, there can be no assurances that the revenues attributable to such contracts will be sufficient to offset the loss associated with the products being removed.
To satisfy the manufacturing requirements of the new contracts discussed above, the Company is undertaking a capital equipment expansion program aggregating approximately $3.6 million for fiscal 2004. Included in this expansion program is doubling the capacity for wet wipes production, a new flat pack folder, and a rebuild of an existing quarter folder. The Company anticipates such amounts will be funded by cash generated from the sale of the Paint Sundries segment, cash from operations and bank borrowings.
On March 31, 2003 the Company sold the Paint Sundries segment for approximately $12.2 million in cash to Trimaco, LLC and its affiliate. The sale included all Paint Sundries segment assets, including the stock of Foremost, Inc. and the Company’s Manning, South Carolina facility. The effective date for the closing of the sale of the Paint Sundries segment for financial purposes was February 28, 2003, with the purchasers being entitled to the revenues attributable to the Paint Sundries segment from and after February 28, 2003, and being obligated to reimburse the Company for the expenses incurred and liabilities satisfied by the Company in connection with the operation of the Paint Sundries segment from and after February 28, 2003. The net proceeds from this sale were used to repay outstanding indebtedness consisting of term and revolving loans in the aggregate of $7.9 million outstanding under the Company’s Amended and Restated Credit Agreement, dated as of August 15, 2002 with JP Morgan Chase Bank (the “Prior Credit Facility”), and for general corporate purposes.
On March 31, 2003, the Company entered into an amended and restated Credit Facility with JP Morgan Chase Bank (the “Credit Facility”). The Credit Facility supersedes the Prior Credit Facility in its
Liquidity and Capital Resources-Continued
entirety and, among other things, reflects the release of the lenders’ security interest in the assets of the Paint Sundries segment and reduces the available amount of the revolving loan under the Prior Credit Agreement from $10.0 million to $6.0 million. The Credit Facility expires June 2004. Management has received a proposal from JP Morgan Chase to extend the Credit Facility for two and one half years and to increase the available revolving amount from $6.0 million to $9.0 million on substantially similar terms as currently exist. The Company can make no assurances that the Credit Facility will be extended or replaced. At December 18, 2003, the Company had no borrowings outstanding under the Credit Facility, with $6.0 million available under the revolving credit agreement. Management believes its operating cash flow, together with amounts available under its Credit Facility, are adequate to service the Company’s long-term obligations as of September 30, 2003, and any budgeted capital expenditures.
The Credit Facility is secured by substantially all of the Company’s assets and contains certain restrictive covenants, including, minimum required cash flow, maximum allowable indebtedness and maximum allowable capital expenditures. At September 30, 2003 the Company was in compliance with all of its debt covenants under the Credit Facility.
On July 30, 1998, the Company entered into an interest rate swap arrangement with Wachovia Bank, NA (formerly First Union) which had the effect of creating a fixed interest rate on the Company’s term debt. This swap was terminated effective with the repayment of the term debt under the Prior Credit Agreement.
The Company has a $0.75 million standby letter of credit issued under the Credit Facility with its senior lender for amounts payable in connection with certain Village of Ashwaubenon Industrial Development Revenue Bonds. These bonds pay variable rates of interest which were 1.35% and 2.00% at September 30, 2003 and 2002, respectively.
During fiscal 2003, the Company entered into a lease to own and operate an eight color flexographic printing press. The lease is structured as an operating lease over 7 years with payments totaling approximately $0.5 million annually. The Company has the right to purchase the asset at varying points during the lease.
The Company intends to retain earnings to finance future operations and expansion and does not expect to pay any dividends within the foreseeable future. In addition, the Company’s primary lender must approve the payment of any dividends over $4.0 million pursuant to the Credit Facility.
Sharp increases or decreases in the costs of key commodities, such as paper or polyethylene, could periodically impact the Company’s inventory values and net income. In fiscal years 2003 and 2002, the impact of inflation was minimal on the Company’s inventory and net income. Management believes that the Company is generally successful in eventually passing these fluctuations in raw material prices to its customers through increases or decreases in the selling price of the Company’s products, although the timing of selling price increases may lag behind cost increases. Prior to these periods, the impact of inflation has been minimal on the Company’s inventory and net income.
Off Balance Sheet Arrangements
The Company has no Off Balance Sheet Arrangements (as defined in Item 303 (a)(4) of Regulation S-K).
Contractual Obligation Data
The following table sets forth obligations and commitments to make future payments of debt, operating lease agreements, and future payments under purchase contracts:
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The reported financial results and disclosures were determined using significant accounting policies, practices and estimates as described below. We believe the reported financial disclosures are reliable and present fairly, in all material respects, the financial position and results of the Company.
Financial statement preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual amounts could differ from the amounts estimated. Differences from those estimates are recognized in the period they become known.
Revenue Recognition- The Company recognizes revenue when title and risk of loss transfers to the customer and there is evidence and there is an agreement and collectibility of consideration to be received is reasonably assured, all of which generally occur at the time of shipment. Sales are recorded net of sales returns and allowances. Shipping and handling fees billed to customers are recorded as revenue and costs incurred for shipping and handling are recorded in cost of sales. Amounts related to raw materials provided by customers are excluded from revenue and cost of sales.
Trade Accounts and Notes Receivable- Management estimates allowances for collectibility related to its trade accounts and note receivables. These allowances are based on the customer relationships, the aging and turns of accounts receivable, credit worthiness of customers, credit concentrations and payment history. Although management monitors collections and credit worthiness, the inability of a particular customer to pay its debts could impact collectibility of receivables and could have an impact on future revenues if the customer is unable to arrange other financing. Management does not believe these conditions are reasonably likely to have a material impact on the collectibility of its receivables or future revenues.
Critical Accounting Policies-Continued
Management estimates sales returns and allowances by analyzing historical returns and credits, and applies these trend rates to the most recent 12 months’ sales data to calculate estimated reserves for future credits. Management estimates the allowance for doubtful accounts by analyzing accounts receivable balances by age, applying historical trend rates to the most recent 12 months’ sales, less actual write-offs to date. Management’s estimates include providing for 100 percent of specific customer balances when it is deemed probable that the balance is uncollectible. Actual results could differ from these estimates under different assumptions.
Inventories- Inventories are carried at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method of inventory evaluation. The Company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization. A large portion of the Company’s inventory is saleable to multiple customers and a portion of the inventory is manufactured to specifications provided by original equipment manufacturers and is not subject to rapid technological change.
Management does not believe changes are reasonably likely to have a material impact on the valuation of its inventories.
Goodwill- Goodwill represents the excess of cost over fair value of net assets acquired in business combinations. In order to calculate goodwill, management applies judgment in determining the reporting units, which represent distinct parts of the business. The annual goodwill impairment analysis involves estimating the fair value of a reporting unit and comparing it with its carrying amount. If the carrying value of the reporting unit exceeds its fair value, additional steps are required to calculate a potential impairment loss. Calculating the fair value of the reporting unit requires significant estimates and long-term assumptions. Any changes in key assumptions about he business and its prospects, or any changes in market conditions, interest rates or other externalities, could result in an impairment charge.
The annual test for impairment of goodwill was done during the third quarter of fiscal 2003 at the reporting unit level. The fair value of the reporting units was calculated using a combination of an income and market approach with the conclusion that no impairment existed as of October 1, 2002.
Note 1 to the Consolidated Financial Statements contains additional information on the Company’s accounting policies.
Recently Issued Accounting Standards
In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transaction. SFAS No. 144 also amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. SFAS No. 144 also broadens the presentation of discontinued operations to include more disposal transactions. The Company adopted SFAS No. 144, effective October 1, 2002. Adoption of SFAS No. 144 did not have a material impact on the Company’s financial position or results of operations. The sale and discontinued operations of the Paint Sundries segment in the second quarter 2003 have been recorded in accordance with SFAS No. 144.
In December, 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, and provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require disclosures in interim financial statements of the effects of stock-based compensation. The interim disclosure requirements of SFAS No. 148 are effective for periods beginning after December 15, 2002. The Company’s stock-based compensation related to employees and non-employee directors is recognized using the intrinsic value method in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and thus there is no compensation expense for options granted with exercise prices equal to the fair value of the Company’s common stock on the date of the grant.
ITEM 7A
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk- In August 1998, the Company entered into an interest rate swap contract as a cash flow hedge under which the interest rate on its term debt under the then existing Credit Facility was fixed at 5.87%, plus a profit spread for the lender (see Note 6 to the Company’s Financial Statements). Prior to entering into the swap agreement, management had reviewed the 40-year history of interest rates and had determined that the Company’s risk of liability resulting from a material decline in interest rates over the life of the swap below the fixed level under the swap was not significant. In May 2003, the Company paid $26,000 to cancel the swap as there was no longer any outstanding term debt.
Foreign Currency Exchange Risk-The Company had no transactions in foreign currencies, nor had it entered into any foreign currency futures contracts as of September 30, 2003.
Commodity Price Risk-The Company had not entered into any forward buying agreements for the raw materials it uses to produce its goods and services as of September 30, 2003. An assessment of the risks of short-term commodity price fluctuations is set forth in Part I, Item 1 of this Form 10-K under the caption “Raw Materials and Suppliers”.
Other Relevant Market Risks-The Company does not own any marketable securities, and management is not aware of any other relevant market risks.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company’s Consolidated Financial Statements are attached as an Appendix to this Report. In addition, Selected Quarterly Financial Data is set forth in Item 7 of this Form 10-K under the caption “Selected Quarterly Financial Data”.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A
ITEM 9A - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) were effective as of the end of the Company’s 2003 fiscal year.
There have been no changes in the Company's internal control over financial reporting during the fiscal quarter ended September 30, 2003 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except as set forth below, the information called for by Item 10 is incorporated by reference from the Company’s definitive proxy statement relating to the Company’s annual meeting to be held in 2004 (the “Proxy Statement”), which Proxy Statement is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this Report. In addition, the information called for by Item 10 with respect to Executive Officers is set forth under Part I of this Report.
Compliance with Section 16(a) of the Securities Exchange Act
The information called for by Item 10 with respect to compliance with Section 16 (a) of the Securities Exchange Act is incorporated by reference from the Proxy Statement.
Code of Ethics
The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, a copy of which is filed as Exhibit 14.1 to this Form 10-K.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated by reference from the Proxy Statement.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by Item 12 is incorporated by reference from the Proxy Statement.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by Item 13 is incorporated by reference from the Proxy Statement.
ITEM 14
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated by reference from the Proxy Statement.
PART IV
ITEM 15
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)
1.
Financial Statements. Financial statements are attached as an Appendix to this Report. The index to the financial statements is found on of the Appendix.
2.
Financial Statement Schedules. All schedules are omitted since the required information is not present or is not present in amounts sufficient to require a submission of the schedules, or because the information required is included in the financial statements and notes thereto.
3.
Exhibits. See Exhibit Index in Item 15(c), below.
(b)
The Company filed a report on Form 8-K on August 14, 2003 reporting financial results for the quarter ended June 30, 2003.
10.9
Employment Agreement with Louis LeCalsey, III dated September 19, 1996. (5) (Exhibit 10.18)
10.10
Credit Agreement among Tufco L.P. as Borrower, the Company as the Parent First Union National Bank as agent and the banks named herein dated August 28, 1998. (6) (Exhibit 10.13)
10.11
ISDA Master Agreement and Schedule to the Master Agreement dated as of July 30, 1998 between First Union National Bank and Tufco, L.P. (6) (Exhibit 10.14)
10.12
First Amendment to Credit Agreement. (6) (Exhibit 10.15)
10.13
Second Amendment to Credit Agreement. (7) (Exhibit 10.16)
10.14
Waiver, Consent and Fourth Amendment. (8) (Exhibit 10.15)
10.15
Fifth Amendment to Credit Agreement. (9) (Exhibit 10.16)
10.16
Sixth Amendment to Credit Agreement. (10) (Exhibit 10.16)
10.17
Amended and Restated Credit Agreement dated August 15, 2002. (12)(Exhibit 10.17)
10.18
First Amendment to the Amended and Restated Credit Agreement.(12)(Exhibit 10.18)
10.19
*2003 Non-Qualified Stock Option Plan
10.20
Second Amended and Restated Credit Agreement dated March 31, 2003 among Tufco L.P., as Borrower, Tufco Technologies, Inc. as the Parent, JP Morgan Chase Bank, as Agent, and the banks named therein(13)(Exhibit 10.19)
14.1
*Code of Ethics
21.1
*Subsidiaries of the Company.
23.1
*Consent of Deloitte & Touche LLP
31.1
*Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of Louis LeCalsey, III
31.2
*Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of Michael B. Wheeler
32.1
**Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Louis LeCalsey, III
32.2
**Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Michael B. Wheeler
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Green Bay, Wisconsin, on December 29, 2003.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
TUFCO TECHNOLOGIES, INC.
INDEPENDENT AUDITORS’ REPORT
Directors and Stockholders
Tufco Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Tufco Technologies, Inc. and subsidiary (the “Company”) as of September 30, 2003 and 2002, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Tufco Technologies, Inc. and subsidiary at September 30, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, effective October 1, 2001, the Company adopted statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.”
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
December 19, 2003
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002
See notes to consolidated financial statements.
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
See notes to consolidated financial statements.
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
See notes to consolidated financial statements.
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
See notes to consolidated financial statements.
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
1.
SIGNIFICANT ACCOUNTING POLICIES
Consolidated Financial Statements include the accounts of Tufco Technologies, Inc. and its wholly owned subsidiary (the “Company”). Significant intercompany transactions and balances are eliminated in consolidation. The Company markets its own line of business imaging paper products and performs specialty printing, custom converting and packaging.
Financial Statement Preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual amounts could differ from the amounts estimated. Differences from those estimates are recognized in the period they become known.
Cash Equivalents represent liquid investments with maturities at acquisition of three months or less.
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (“FIFO”) method.
Property, Plant and Equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: 20 to 40 years for buildings, 3 to 10 years for machinery and equipment, 3 to 5 years for computer equipment and software, 5 to 7 years for furniture and fixtures, and the shorter of the actual useful life or the lease term for leasehold improvements. Management periodically reviews asset carrying values for recoverability based on undiscounted cash flows. When appropriate, the Company provides for any write-downs based on estimated fair value.
Goodwill represents the excess of cost over fair value of net assets acquired in business combinations. Prior to October 1, 2001, the Company amortized goodwill on a straight-line basis over 25 to 40 years. Management has continued to review the carrying values of goodwill for recoverability based on fair market value estimated using estimated future cash flows and prices of comparable companies.
The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, effective October 1, 2001. Under SFAS No. 142, goodwill and certain other intangible assets are no longer systematically amortized but instead are reviewed for impairment, and any excess in carrying value over the estimated fair value is charged to results of operations. The previous method for determining impairment utilized an undiscounted cash flow approach for the initial impairment assessment, while SFAS No. 142 utilizes a fair value approach. The goodwill impairment charge in fiscal 2002 discussed below was the result of the change in the accounting method for determining impairment of goodwill.
In connection with the adoption of SFAS No. 142, the Company allocated goodwill to each of its reporting units and tested this goodwill for impairment as of the beginning of fiscal 2002. The Company completed the transitional goodwill impairment test during the second quarter of fiscal 2002. As a result, an impairment charge of $6.4 million ($4.7 million after tax, or $1.01 per diluted share) was
recorded related to goodwill allocated to the Business Imaging and Paint Sundry reporting units. The fair value of the reporting units was estimated using a combination of valuation techniques, including the expected present value of future cash flows and prices of comparable businesses. The impairment charge was recorded as the cumulative effect of an accounting change in the fiscal 2002 consolidated statement of operations.
The changes in the carrying amount of goodwill by segment for the years ended September 30, 2003 and 2002 are as follows:
Financial Instruments consist of cash, receivables, payables, debt, and letters of credit. Their carrying values are estimated to approximate their fair values unless otherwise indicated due to their short maturities, variable interest rates or fixed rates approximating current rates available for similar instruments.
Derivatives - At September 30, 2003, the Company does not hold any derivatives. In prior years derivatives consisted of an interest rate swap as a cash flow hedge of variable interest rate debt. This cash flow hedge was stated at its estimated fair value based on market quotes at September 30, 2002 and changes in fair value were reported as a component of other comprehensive income (loss).
Other Assets include loan origination fees, which are amortized on a straight-line basis (approximating the interest method) over the terms of the related long-term debt.
Income Taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due, if any, plus deferred taxes related primarily to differences between the basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences that will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets include recognition of operating losses that are available to offset future taxable income and tax credits that are available to offset future income taxes. Valuation allowances are recognized to limit recognition of deferred tax assets where appropriate. Such allowances may be reversed when circumstances provide evidence that the deferred tax assets will more likely than not be realized.
Revenues are recognized as sales when title and risk of loss transfers to the customer and there is evidence of an agreement and collectibility of consideration to be received is reasonably assured, all of which generally occur at the time of shipment. Sales are recorded net of sales returns and allowances. Shipping and handling fees billed to customers are recorded as revenue and costs incurred for shipping and handling are recorded in cost of sales. Amounts related to raw materials provided by customers are excluded from revenue and cost of sales.
Stock-Based Compensation - Stock option grants to employees are accounted for by the intrinsic value method under Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations. SFAS No. 123, Accounting for Stock-Based Compensation, encourages (but does not require) the cost of stock options and other stock-based compensation arrangements with employees to be measured based on the fair value of the equity instrument awarded. The following table illustrates the effect on income from continuing operations and related earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation.
Earnings Per Share - Basic earnings per share is computed using the weighted average number of common shares outstanding. Diluted earnings per share includes common equivalent shares from dilutive stock options outstanding during the year, the effect of which was 9,873; 2,737 and 27,962 shares in fiscal 2003, 2002, and 2001, respectively. During 2003, 2002 and 2001, options to purchase 376,700 shares, 448,400 shares and 294,900 shares, respectively, were excluded from the diluted earnings per share computation as the effects of such options would have been anti-dilutive.
Asset write-downs include a $200,000 adjustment related to misappropriation of inventory by former employees of a supplier in Mexico and $300,000 related to property write-downs at the Dallas, Texas facility.
Reclassifications of certain 2002 and 2001 amounts have been made to conform to the 2003 presentation reflecting the disposition of the Paint Sundries segment in fiscal 2003 and presenting results of that segment as discontinued operations.
Recently Issued Accounting Standards - In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transaction. SFAS No. 144 also amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to eliminate the
exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. SFAS No. 144 also broadens the presentation of discontinued operations to include more disposal transactions. The Company adopted SFAS No. 144, effective October 1, 2002. Adoption of SFAS No. 144 did not have a material impact on the Company’s financial position or results of operations. The sale and discontinued operations of the Paint Sundries segment in the second quarter 2003 have been recorded in accordance with SFAS No. 144.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, and provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require disclosures in interim financial statements of the effects of stock-based compensation. The interim disclosure requirements of SFAS No. 148 are effective for periods beginning after December 15, 2002. The Company’s stock-based compensation related to employees and non-employee directors is recognized using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and thus there is no compensation expense for options granted with exercise prices equal to the fair value of the Company’s common stock on the date of the grant.
2. ACCOUNTS RECEIVABLE
Accounts receivable are stated net of allowances for doubtful accounts of $389,321 and $535,013 at September 30, 2003 and 2002, respectively. For the years ended September 30, 2003, 2002 and 2001, the Company recorded bad debt expense (income) of $(76,356), $64,066 and $1,243, respectively, and had write-offs of $69,336, $25,343 and $166,483, respectively. Amounts due from a Fortune 500 customer represent 30% of total accounts receivable at September 30, 2003 and 2002, respectively. Accounts receivable include $101,338 for the cost of equipment to be reimbursed by one of these customers at September 30, 2002.
3. INVENTORIES
Inventories at September 30 consist of the following:
4.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30 consist of the following:
6.
LONG-TERM DEBT
Long-term debt at September 30 consists of the following:
The components of income tax expense (benefit) of continuing operations are as follows:
Income tax expense varies from the amount determined by applying the applicable statutory income tax rates to pretax income as follows:
13.
MAJOR CUSTOMER AND SEGMENT INFORMATION
One significant customer, which is a Fortune 500 company, accounted for the following percentage of total sales:
The Company operates in a single industry since it manufactures and distributes custom paper-based and woven products, and provides contract manufacturing, specialty printing and related services on these types of products. The Company does, however, separate its operations and prepare information for management use by the market segment aligned with the Company’s products and services. Such market segment information is summarized below. The Contract Manufacturing segment provides services to large national consumer products companies while the Business Imaging segment manufactures and distributes printed and unprinted business imaging paper products for a variety of business needs. Prior to fiscal 2002, goodwill historically had not been assigned to specific segments and, therefore, is included in the Corporate and other column for fiscal 2001. However, the Company allocated goodwill to each of its market segments as of the beginning of fiscal 2002 in connection with
(1)
Amounts include employee severance costs of $333,114 and $209,324 for fiscal years 2003 and 2002, respectively.
(2)
Amount includes facility closing costs of $434,882, facility restructuring costs of $232,958, and asset write-downs of $547,562.
Pursuant to authorization by the Board of Directors, the Company formalized a plan in March 2003 to relocate the accounting and information technology departments from the Dallas, Texas location to the Green Bay, Wisconsin Corporate office. As a result, the Company provided one-time termination benefits payable August 31, 2003 for employees in the Dallas office. The liability for the termination benefits was recognized ratably over the future service period as required by SFAS No. 146. Severance costs also included costs related to the elimination of several salary positions. The 2002 expense relates primarily to severance pursuant to an employment agreement with a former executive. Severance costs incurred and paid for the fiscal year 2003 were $333,114.
In fiscal 2002, the Company announced plans to close its Dallas, Texas operations and, at September 30, 2002, accrued the estimated property write-downs, building and equipment abandonment, and other related costs. In fiscal 2003, the closure was completed, the estimated liabilities were paid substantially as accrued, and there is no remaining liability as of September 30, 2003.
14.
DISCONTINUED OPERATIONS
On January 27, 2003, the Company’s Board of Directors approved a plan to dispose of the operations of the Paint Sundries segment. The Company sold the assets and business of the Paint Sundries segment for approximately $12.2 million in cash to Trimaco, LLC and its affiliate. The sale included all Paint Sundries segment assets, including the stock of Foremost Manufacturing Company and the Manning, South Carolina manufacturing facility. Accordingly, the operating results of the Paint Sundries segment have been reported separately from continuing operations and reported as a separate
line item in the statement of operations. The Company has also restated its prior years statements of operations to present the earnings of the Paint Sundries segment as a discontinued operation. Interest expense was not allocated to the discontinued segment. The Company recorded a $0.4 million loss ($0.2 million after tax) on the sale of the Paint Sundries segment which includes a $0.1 million gain on the sale of assets offset by $0.5 million of fees and expenses associated with the sale. The Company provided certain accounting and information technology services to Trimaco, LLC from the date of the sale to October 15, 2003 for an agreed upon fee.
Operating results from discontinued operations were as follows:
The components of disposed assets and liabilities were as follows:
******