United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended September 30, 2001
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 0-26178
BWAY Corporation
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
36-3624491
(I.R.S. Employer Identification No.)
8607 Roberts Drive, Suite 250
Atlanta, Georgia 30350
(Address of principal executive offices, including zip code)
770-645-4800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $0.01 per share, registered on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of December 12, 2001, the aggregate market value of the voting stock held by
non-affiliates of BWAY Corporation was approximately $97,460,227.
As of December 12, 2001, there were 8,701,806 shares of BWAY Corporation's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of BWAY Corporation's Proxy Statement to be mailed to
stockholders on or about January 18, 2002 for the Annual Meeting of Stockholders
to be held on February 20, 2002 are incorporated in Part III hereof by
reference.
BWAY CORPORATION
TABLE OF CONTENTS
PART I Page
----
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 15
Item 8. Financial Statements and Supplementary Data 15
Item 9. Changes in and Disagreements With Accountants on Accounting and 15
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant 15
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and Management 16
Item 13. Certain Relationships and Related Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on 16
Form 8-K
ii
BWAY CORPORATION AND SUBSIDIARIES
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
PART I
Item 1. Business
General
BWAY Corporation and its significant subsidiaries are leading developers,
manufacturers, and marketers of steel containers for the general line category
of the North American container industry. The Company also provides to external
customers related material center services (coating, lithography, and metal
shearing) which exceed internal needs. The references in this report to market
positions or market share are based on information derived from annual reports,
trade publications and management estimates, which the Company believes to be
reliable.
BWAY Corporation ("BWAY") is a holding company whose significant subsidiary
is BWAY Manufacturing, Inc. ("BWAY Manufacturing") (collectively the "Company").
In the fourth quarter of fiscal 2001, the Company simplified its legal
organizational structure and merged its Milton Can Company, Inc. ("MCC")
subsidiary into BWAY Manufacturing. The Company reports its operations in one
segment in accordance with Statement of Financial Accounting Standards ("SFAS")
131, "Disclosures about Segments of and Enterprise and Related Information."
In January 1989, the Company was formed to purchase the metal container
business of Owens-Illinois Corporation ("Owens-Illinois"). In June 1995, the
Company completed an initial public offering ("Initial Public Offering") of its
common stock, par value $.01 per share (the "Common Stock"). The Company
operates on a 52/53-week fiscal year ending on the Sunday closest to September
30 of the applicable year.
The metal container industry is currently divided into three product
categories: beverage, food and general line. General line includes containers
used for packaging paint and related products, lubricants, cleaners, roof and
driveway sealants, and household and personal care aerosol products. Management
estimates, based on calendar 2000 industry data published by the Can
Manufacturers Institute, that 2000 industry shipments totaled approximately 136
billion units in the following categories: beverage (100 billion units), food
(32 billion units) and general line (4 billion units). Of the 136 billion units,
31 billion units were made of steel and 105 billion units were made of aluminum.
The beverage category, in which the Company does not compete, is the primary
category using aluminum. Most of the companies that produce beverage and food
cans do not compete in the general line product categories and few companies
compete in all three product categories
The Company's principal products include a wide variety of steel cans and
pails used for packaging paint and related products, lubricants, cleaners, roof
and driveway sealants, food (principally coffee and nuts) and household and
personal care aerosol products. The Company also manufactures steel ammunition
boxes and provides material center services. The Company's products are
typically coated on the inside to customer specifications based on intended use
and are either decorated on the outside to customer specifications or sold
undecorated. The Company markets its products primarily in North America. The
Company's sales to foreign customers were less than 5 percent for both fiscal
2000 and fiscal 2001. Sales are made by the Company's direct sales force, third
party distributors and sales agents. Sales growth has been accomplished
primarily through acquisitions and, to a lesser extent, internally generated
growth.
1
Acquisitions and Dispositions
In November 1998, the Company acquired substantially all of the assets and
assumed certain of the liabilities of the United States Can Company's metal
services operations (the "U.S. Can Acquisition"). The purchase price was
approximately $27.7 million in cash after adjustments for working capital. The
acquisition included three operating plants and one non-operating plant. The
acquired facilities operated two different businesses, material center services,
which are part of the Company's core business, and tinplate metal services,
which are not a business of the Company. The purchase method of accounting was
used to establish and record a new cost basis for the assets acquired and
liabilities assumed, and operating results for this acquisition have been
included in the Company's consolidated financial statements since the date of
acquisition.
In November 1998, management committed to a plan to exit certain activities
of the acquired facilities and integrate acquired assets and businesses with
other Company facilities. In connection with the recording of the purchase, the
Company established a reorganization liability of approximately $11 million. For
further information, see the "Acquisitions" note in the Notes to the
Consolidated Financial Statements at Item 8.
In November 1998, the Company signed a binding letter of intent to sell the
acquired tinplate metal services business. The tinplate metal services business
primarily purchases, processes, and sells nonprime steel to third party
customers. Anticipating the sale of the tinplate metal services business, the
Company closed the Brookfield, Ohio location in March 1999 and closed the
Chicago Metal operations in September 1999. The Company finalized the sale of
the tinplate services business to Arbon Steel and Service Company in the fourth
quarter of fiscal 1999. The Company excluded from results of operations tinplate
metal services business losses of $4.4 million, including interest expense of
$0.7 million, for fiscal 1999.
In the fourth quarter of fiscal 2000, the Company also closed the Chicago,
Illinois material center services operation and transferred the work to other
Company material center services facilities.
In June 2001, the Company implemented a restructuring plan. As part of that
plan, redundant equipment at the Company's manufacturing facilities in
Elizabeth, New Jersey and Garland, Texas was taken out of service and the
facilities were closed in September 2001. The existing business serviced by
those facilities was primarily transferred to the Company's Dallas, Texas and
York, Pennsylvania facilities.
Products and Markets
The Company participates in the general line container market and related
material center services business and currently holds leading positions in the
sale of most of its general line products, other than aerosol cans, and holds a
strong position in the sale of coffee and vegetable oil cans. The Company does
not sell beverage containers. The Company also manufactures steel ammunition
boxes. In November 1998, the Company acquired substantially all of the assets of
U.S. Can's metal services operations, making the Company a leading provider of
material center services.
The following table sets forth the Company's percentage of net sales by
product lines for fiscal 2001, 2000 and 1999.
2
Percentage of the Company's Net Sales
Year Ended September 30,
Product 2001 2000 1999
------- ---- ---- ----
General Line Containers 84% 82% 81%
Material Center Services 13% 15% 16%
Ammunition Boxes 3% 3% 3%
--------------------------
Total 100% 100% 100%
--------------------------
General Line Products
The primary uses for the Company's containers are for paint and related
products, lubricants, cleaners, roof and driveway sealants, charcoal lighter
fluid, household and personal care products. Specific products include round
cans with rings and plugs (typical paint cans), oblong or "F" style cans
(typical paint thinner cans), specialty cans (typical PVC or rubber cement cans,
brake fluid and other automotive after-market products cans and an assortment of
other specialty containers), aerosol cans, pails and food products/coffee cans.
The Company produces a full line of these products to serve the specific
requirements of a wide range of customers. Most of the Company's products are
manufactured in facilities that are strategically located to allow the Company
to deliver product to customer filling locations for such products within a one
day transit time.
Paint Cans. The Company produces round paint cans in sizes ranging from
one-quarter pint to one gallon, with one-gallon paint cans representing the
majority of all paint can sales.
Oblong or "F" Style Cans. Oblong or "F" style cans are typically used for
packaging paint thinners, lacquer thinners, turpentine, deglossers and similar
paint related products, charcoal lighter fluid and waterproofing products. The
Company produces oblong cans in sizes ranging from three ounces to one gallon.
Specialty Cans. Utility cans include small screw top cans, which typically
have an applicator or brush attached to a screw cap, and are typically used for
PVC pipe cleaner, PVC cement and rubber cement. Cone top cans are typically used
for packaging specialty oils and automotive after-market products, including
brake fluid, gasoline additives and radiator flushes. The Company also produces
various specialty containers.
Aerosol Cans. Aerosol cans are typically used for packaging various
household and industrial products, including paint and related products,
personal care products, lubricants and insecticides. The Company produces a
variety of sizes, which may be decorated to customer specifications.
Pails. Pails are typically used for packaging paint and related products,
roof and driveway sealants, marine coatings, vegetable oil, and water repellent.
Pails may be either "closed head" for easy pouring products, or "open head" for
more viscous products, with a lid which is crimped on after filling. The Company
manufactures steel pails in sizes ranging from 2.5 to 7 gallons.
Food Products/Coffee Cans. The Company produces cans for peanuts, vegetable
oil and coffee. The Company produces coffee cans in sizes commonly referred to
as 1 pound, 2 pound and 3 pound, and various smaller specialty coffee can sizes
and shapes. Coffee cans are generally sold to nationally known coffee processing
and marketing companies. The Company does not sell sanitary food cans in which
soups, stews, vegetables, pie fillings and other foods are actually cooked in
the can.
Material Center Services
The Company provides material center services (coating, lithography, and
metal shearing) for its can assembly facilities and for third party customers.
Ammunition Boxes
The Company manufactures a variety of ammunition boxes. These containers
provide a hermetic seal, are coated with a corrosion-resistant finish and are
used to package small arms ammunitions and other ordnance
3
products. The Company sells ammunition boxes to the U.S. Department of Defense
as well as to major domestic and foreign producers of ordnance.
Customers
The Company sells its products to a large number of customers in numerous
industry sectors. Sales to the Company's ten largest customers accounted for
approximately 43% of sales in fiscal 2001. During fiscal 2001, sales to any
specific customer did not equal or exceed 10% of sales during the period.
Raw Materials
The Company's principal raw materials consist of tinplate, blackplate and
cold rolled steel, various coatings, inks and compounds. Steel products
represent the largest component of raw material costs. Essentially all of the
Company's products are manufactured from tinplate steel, except for pails and
ammunition boxes, which are manufactured from blackplate and cold rolled steel.
Various domestic and foreign steel producers supply the Company with
tinplate steel. Procurement from suppliers depends on the suppliers' product
offering, product quality, service and price. Because a significant number of
reliable suppliers produce the steel used in the Company's process, management
believes that it would be able to obtain adequate replacement supplies in the
market should one of the current suppliers discontinue supplying the Company.
The Company increased its purchases of tinplate and cold rolled products from
foreign sources from fiscal 1999 through fiscal 2001. The Company believes that
since a significant number of domestic suppliers have excess capacity, the
Company would be able to obtain adequate replacement supplies if steel imports
became limited in the future.
Steel prices have historically been adjusted annually on January 1. Most
tinplate, blackplate and cold rolled steel producers have announced price
increases effective January 1, 2002. Tinplate consumers, such as the Company,
typically negotiate late in the calendar year for the next calendar year on
terms of volume and price. Terms agreed to have historically held through the
following year, but there is no assurance that this practice will remain
unchanged in the future. Historically, the Company has generally been able to
recover increased costs of raw materials through price increases for the
Company's products, although there can be no assurances that this practice will
continue.
In addition to steel products, the Company purchases various coatings,
inks, and compounds used in the manufacturing process. Management does not
anticipate any future shortages or supply problems based on historical
availability and the current number of suppliers.
Seasonality
Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year.
Environmental, Health and Safety Matters
The Company continues to monitor and evaluate on an ongoing and regular
basis its compliance with applicable environmental laws and regulations.
Liabilities for non-capital expenditures are recorded when environmental
remediation is probable and the costs can be reasonably estimated. The Company
believes that it is in substantial compliance with all material federal, state
and local environmental requirements.
The Company (and, in some cases, predecessors to the Company) has from time
to time received requests for information or notices of potential responsibility
pursuant to the Comprehensive Environmental Response, Compensation, and
Liability Act ("CERCLA") with respect to off-site waste disposal sites utilized
by former or current facilities of the Company or its various predecessors.
Management believes that none of these matters will have a material adverse
effect on the operating results or financial condition of the Company in light
of both the Company's understanding of the potential liability and the
availability, in certain cases, of contractual indemnification from sellers of
businesses to the Company. Because liability under CERCLA is retroactive, it is
possible that in the future the Company may incur liabilities with respect to
other sites.
4
Competition
The markets for the Company's products are competitive and the Company
faces competition from a number of sources in most of its product lines.
Competition is based primarily on price, quality, service, and, to a lesser
extent, product innovation. The Company believes that its high quality products,
the geographic location of its facilities, which provide national coverage for
most products to most customers, and its commitment to strong customer
relationships enable it to compete effectively.
Manufacturers of steel containers have historically faced competition from
other materials, primarily plastic, glass, aluminum and composite materials.
Steel containers offer a number of significant advantages over alternative
materials, including fire safety (critical in many products packaged in paint,
oblong and specialty cans), the capacity for vacuum packaging (important to
coffee producers) and ability to contain aggressive products (primarily certain
solvent-based products).
Employees
As of September 30, 2001, the Company employed approximately 1,404 hourly
employees and 322 salaried employees. Of the 1,404 hourly employees, 928 are
non-union and the remaining 476 are covered by six separate collective
bargaining agreements. During fiscal 2001, total Company headcount decreased by
161 hourly and 67 salaried employees. During the fourth quarter of fiscal 2001,
the Company closed its Elizabeth, New Jersey and Garland, Texas manufacturing
facilities and terminated 208 employees. The terminated employees primarily
consisted of hourly employees and terminations were completed by September 30,
2001.
During fiscal 2001, the Company reached new collective bargaining
agreements with three of the six collective bargaining units covering its
employees. The Company reached an agreement with Local 14-M of the Graphic
Communication Workers International Union at its Trenton, New Jersey facility
affecting approximately 76 employees for the period April 1, 2001 through March
31, 2004. The Company reached an agreement with Chicago Local 458-3M Graphic
Communications Workers International Union at its Franklin Park, Illinois
facility affecting approximately 15 employees for the period October 1, 2000
through October 15, 2003. The Company reached an agreement with Local 162
International Association of Machinists and Aerospace Workers Union District 34
at its Cincinnati, Ohio facility affecting approximately 15 employees for the
period September 11, 2001 through September 10, 2004. None of the collective
bargaining agreements affecting the Company's employees have expiration dates in
fiscal 2002.
Item 2. Properties
The following table sets forth certain information with respect to the
Company's headquarters and significant manufacturing facilities as of December
12, 2001.
General Approximate Type of
Location Character Square Footage Interest
-------- --------- -------------- ----------
Atlanta, Georgia (Headquarters) Office 24,000 Leased
Chicago, Illinois (Kilbourn) Manufacturing 141,000 Owned
Cincinnati, Ohio Manufacturing 467,000 Leased
Dallas, Texas (Thompson) Held For Sale 110,000 Owned
Dallas, Texas (Southwestern) Manufacturing 88,000 Owned
Elizabeth, New Jersey Warehouse / Vacant 211,000 Leased
Fontana, California Manufacturing 72,000 Leased
Franklin Park, Illinois Manufacturing 115,000 Leased
Garland, Texas Warehouse / Vacant 108,000 Leased
Homerville, Georgia Manufacturing 395,000 Owned
Memphis, Tennessee Manufacturing 75,000 Leased
Picayune, Mississippi Manufacturing 60,000 Leased
Trenton, New Jersey Manufacturing 105,000 Leased
York, Pennsylvania Manufacturing 97,000 Owned
5
A non-operating material center services facility located in Chicago,
Illinois was sold during the third quarter of fiscal 2001.
The Elizabeth, New Jersey and Garland, Texas manufacturing facilities were
closed in the fourth quarter of fiscal 2001. The Company is using approximately
50,000 square feet of the Elizabeth facility and approximately 40,000 square
feet of the Garland facility for warehousing finished goods inventory. The
Company is actively marketing the remaining vacant space for sublease.
The Company believes its properties are generally in good condition, well
maintained and suitable for their intended use.
Item 3. Legal Proceedings
The Company is involved in certain proceedings relating to environmental
matters as described under Item 1. "Business - Environmental, Health and Safety
Matters."
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. No such currently pending proceedings are
expected to have a material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of fiscal 2001 to a
vote of security holders of the Company through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters
BWAY Corporation common stock is traded on the New York Stock Exchange
under the ticker symbol "BY". There were 75 holders of record of the Common
Stock on December 12, 2001.
Because BWAY is a holding company, its ability to pay dividends is
substantially dependent upon the receipt of dividends or other payments from its
significant operating subsidiary. The Company's Credit Facility dated May 22,
2001, as amended (the "Credit Facility"), among BWAY and certain of its
subsidiaries, Bankers Trust Company (an affiliate of Deutsche Bank) and various
other lenders, restricts the ability of BWAY and its subsidiaries to pay
dividends or make other restricted payments and places certain restrictions on
the Company with regard to incurring additional indebtedness, other than as
specified in the credit agreement. Additionally, the Company's Indenture dated
April 11, 1997 (the "Indenture") relating to its $100 million, 10 1/4% Senior
Subordinated Notes due 2007 (the "Senior Subordinated Notes") also restricts the
ability of BWAY and its subsidiaries to pay dividends or make other payments,
and places certain restrictions on the Company with regard to incurring
additional indebtedness, other than as specified in the Indenture.
Any future determination to pay dividends will be made by the Company's
Board of Directors in light of the Company's earnings, financial position,
capital requirements, credit agreement, indenture, business strategies and such
other factors as the Board of Directors may deem relevant at such time.
Historically, the Company has not paid any cash distributions or other dividends
on the Common Stock and presently intends to retain its earnings to finance the
development of its business for the foreseeable future.
The Company repurchased 0.6 million shares of its common stock for
approximately $2.0 million during fiscal 2001 under the Company's common stock
repurchase program.
6
The table below sets forth the high and low sales price information for the
Common Stock for each quarter of fiscal 2000 and fiscal 2001.
Fiscal Quarter High Low
-------------- ------- -------
First quarter, 2000 $ 9.69 $ 5.50
Second quarter, 2000 $ 8.50 $ 3.81
Third quarter, 2000 $ 8.44 $ 5.94
Fourth quarter, 2000 $ 7.44 $ 4.38
First quarter, 2001 $ 5.31 $ 2.75
Second quarter, 2001 $ 4.13 $ 3.35
Third quarter, 2001 $ 7.00 $ 2.60
Fourth quarter, 2001 $ 7.00 $ 5.20
Item 6. Selected Financial Data
The selected historical consolidated financial data as of and for each of
the years in the five years ended September 30, 2001 have been derived from the
audited consolidated financial statements of the Company. The results of
operations include the results of the U.S. Can Acquisition described under
"Business-- Acquisitions and Dispositions" contained in Item 1 of this report
and have been included in the Company's consolidated financial statements from
the date of the acquisition. The selected consolidated financial data is
qualified by, and should be read in conjunction with, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in Item
7 of this report and with the Company's consolidated financial statements and
the related notes thereto included in Item 8 of this report.
7
Fiscal Year Ended September 30, (1)
-----------------------------------------------------------------
2001 2000 1999 (2) 1998 1997 (3)
---------- ---------- ---------- ---------- ----------
Income Statement Data:
Net sales (4) $ 475,039 $ 479,775 $ 487,549 $ 419,474 $ 419,796
---------- ---------- ---------- ---------- ----------
Costs, expenses and other
Cost of products sold (excluding depreciation and
amortization) (4) 425,084 422,834 424,942 354,973 359,052
Depreciation and amortization (5) 20,713 22,411 17,246 13,465 13,024
Selling and administrative expense 15,610 17,058 19,678 22,748 19,651
Restructuring and impairment charge (6) (7) (8) 21,500 5,900 - 11,532 -
Interest expense, net 15,325 16,657 14,733 13,021 10,649
Gain on curtailment of postretirement benefits (9) - (1,171) - (1,861) (5,828)
Other, net (970) (662) 33 127 998
---------- ---------- ---------- ---------- ----------
Total costs, expenses, and other 497,262 483,027 476,632 414,005 397,546
Income (loss) before income taxes, extraordinary item
and cumulative effect of change in accounting (22,223) (3,252) 10,917 5,469 22,250
Provision (benefit) for income taxes (6,042) (334) 5,290 2,789 9,146
---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary item and cumulative
effect of change in accounting (16,181) (2,918) 5,627 2,680 13,104
---------- ---------- ---------- ---------- ----------
Extraordinary loss resulting from the extinguishment
of debt, net of tax benefit of $115 (10) (307) - - - -
Income (loss) before cumulative effect of change in
accounting (16,488) (2,918) 5,627 2,680 13,104
---------- ---------- ---------- ---------- ----------
Cumulative effect of change in accounting for systems
development cost, net of related tax benefit of $823 (11) - - - (1,161) -
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (16,488) $ (2,918) $ 5,627 $ 1,519 $ 13,104
========== ========== ========== ========== ==========
Basic earnings (loss) per common share data:
Income (loss) before extraordinary item and accounting
change $ (1.80) $ (0.31) $ 0.60 $ 0.28 $ 1.33
Extraordinary item (10) (0.04) - - - -
Cumulative effect of change in accounting (11) - - - (0.12) -
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (1.84) $ (0.31) $ 0.60 $ 0.16 $ 1.33
========== ========== ========== ========== ==========
Diluted earnings (loss) per common share data:
Income (loss) before extraordinary item and accounting
change $ (1.80) $ (0.31) $ 0.60 $ 0.27 $ 1.31
Extraordinary item (10) (0.04) - - - -
Cumulative effect of change in accounting (11) - - - (0.12) -
---------- ---------- ---------- ---------- ----------
Net Income (loss) $ (1.84) $ (0.31) $ 0.60 $ 0.15 $ 1.31
========== ========== ========== ========== ==========
Weighted average basic common shares outstanding 8,979 9,278 9,323 9,527 9,817
========== ========== ========== ========== ==========
Weighted average diluted common shares outstanding 8,979 9,278 9,453 9,959 9,983
========== ========== ========== ========== ==========
8
Fiscal Year Ended September 30, (1)
-----------------------------------------------------------------------
2001 2000 1999 1998 1997
--------- -------- -------- -------- --------
Balance Sheet Data:
Working capital $ 8,369 $ 14,583 $ 14,146 $ 737 $ 6,890
Property, plant and equipment,
net 113,365 133,870 144,716 133,960 123,617
Total assets 300,895 332,723 362,023 313,711 316,377
Long-term debt (including
current maturities) 112,808 126,200 146,500 122,272 115,532
Stockholders' equity 60,435 78,961 82,053 77,188 85,466
Cash dividends (12) - - - - -
(1) The Company operates on a 52/53-week fiscal year ending on the Sunday
closest to September 30 of the applicable year. For simplicity of
presentation, the Company has presented year-ends as September 30.
(2) The results of operations for the year ending September 30, 1999 include
the results from the November 9, 1998 U. S. Can Acquisition.
(3) The results of operations for the year ending September 30, 1997
include the results from the October 28, 1996 acquisition of
substantially all of the assets of the aerosol can business of Ball Metal
Food Container Corporation.
(4) The Emerging Issues Task Force reached a consensus in September 2000
regarding Issue No. 00-10, Accounting for Shipping and Handling Fees and
Costs, which requires companies to report shipping and handling fees and
costs as a component of cost of sales. The Company adopted this consensus
in the fourth fiscal quarter of 2001, the effect of which was offsetting
increases in net sales and cost of sales in the consolidated statements
of operations for all reported periods. Reclassifications of $19.1
million, $19.2 million, $20.5 million, $18.4 million and $17.6 million
for fiscal years 2001, 2000, 1999, 1998 and 1997, respectively, are
reflected in all periods shown for comparative purposes.
(5) Depreciation for fiscal 2000 includes an additional $2.5 million of
depreciation related to shortened useful lives of certain computer
systems.
(6) In the third quarter of fiscal 2001, the Company recorded a $21.5 million
restructuring and impairment charge related to the closing of two
manufacturing facilities and the write-down of intangible assets and
equipment held for disposal as a result of the closings. See the
"Restructuring and Impairment Charge" note in the Notes to the
Consolidated Financial Statements on Page F-17 as set forth in Item 8.
(7) In the second quarter of fiscal 2000, the Company recorded a
restructuring and impairment charge related to the closing of two
administrative offices, the termination of 89 employees, and the
write-down of equipment held for disposal. See the "Restructuring and
Impairment Charge" note in the Notes to the Consolidated Financial
Statements on page F-17 as set forth in Item 8.
(8) During the third quarter of fiscal 1998, the Company recorded a
restructuring and impairment charge related to the closure of three
plants, the elimination of an internal transportation department and the
write-off of equipment at several operating locations which were impaired
due primarily to changes in manufacturing processes. See the
"Restructuring and Impairment Charge" note in the Notes to the
Consolidated Financial Statements on page F-17 as set forth in Item 8.
(9) The gains on curtailment of postretirement benefits resulted from a
reduction in liability for future medical benefits of certain employees
of the Cincinnati, Ohio facility.
(10) The Company recorded an extraordinary loss, net of the related tax
benefit, to write-off the unamortized deferred financing fees associated
with the Company's previous credit agreement, which was terminated upon
the execution of the Company's new credit agreement in May 2001. The
extraordinary item, net of the related tax benefit, had a $(0.04) impact
on earnings per share for fiscal 2001.
9
(11) On November 20, 1997 the EITF issued a consensus on the accounting
treatment of certain information systems and process reengineering costs.
The Company was involved in a business information systems and process
reengineering project that was subject to this pronouncement. Based on
the EITF consensus, $2.0 million of the previously capitalized costs
associated with this project were expensed in the first fiscal quarter of
1998, as a change in accounting. A one-time charge of $1.2 million after
tax or $0.12 per diluted share for the cumulative effect of this new
accounting interpretation for business information systems and process
reengineering activities reduced 1998 net earnings.
(12) Historically, the Company has not declared or paid any cash dividends on
the Common Stock and does not foresee any such declarations or payments
for the foreseeable future.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes thereto included in Item 8
of this report.
General
Industry
The Company currently derives substantially all of its revenues from the
sale of steel containers manufactured at the Company's plants and from material
center services. The packaging market in which the Company competes is generally
mature. During recent years, the industry has experienced slight volume declines
in certain product categories due to substitutions of alternative packaging such
as plastic.
Sales
The Company's net sales have declined from $487.5 million in fiscal 1999 to
$475.0 million in fiscal 2001. The decline in sales is consistent with the
industry. Management believes that the decline, which occurred primarily during
the first half of fiscal 2001, was primarily attributable to customer inventory
corrections in light of general economic uncertainty. The Company has
experienced increased sales in certain of its product categories in the second
half of fiscal 2001.
Raw Materials
Steel is the largest component of the Company's cost of products sold and
is currently supplied by large domestic and foreign manufacturers. Steel prices
have historically been negotiated annually with changes effective on or about
January 1 and have historically remained stable throughout the year. During
fiscal 2000 and fiscal 2001, the Company increased its purchases of tinplate and
cold rolled products from foreign sources.
Gross Profit Margins
Continuous advances in manufacturing productivity and cost reduction are
critical to the industry and the Company's ability to improve gross profit
margins. The Company's objectives are to improve margins through the addition of
new business in the aerosol and general line categories, while improving
operating efficiencies and reducing manufacturing costs. The Company has
historically closed inefficient and redundant facilities and consolidated
business within remaining plants.
10
Results of Operations
Year ended September 30, 2001 (fiscal 2001) compared to year ended October 1,
2000 (fiscal 2000).
Net Sales. Net sales for fiscal 2001 were $475.0 million, a decrease of
$4.7 million or 1.0% from $479.8 million in fiscal 2000. The net sales decrease
is primarily due to volume declines in certain product categories resulting from
a general business slowdown and customer inventory reductions during the first
half of fiscal 2001. Net sales strengthened in the second half of fiscal 2001
and exceeded net sales in the second half of fiscal 2000 by $8.6 million or
3.5%.
Cost of Products Sold. Cost of products sold (excluding depreciation and
amortization) in fiscal 2001 was $425.1 million, an increase of $2.3 million or
0.5% from $422.8 million in fiscal 2000. Cost of products sold as a percent of
net sales increased to 89.5% in fiscal 2001 from 88.1% in fiscal 2000. The
increase in cost of products sold (excluding depreciation and amortization) as
percentage of net sales was primarily attributable to lower sales volumes and
resulting weaker operating performance at certain of the Company's manufacturing
facilities during the first half of fiscal 2001.
Depreciation and Amortization. Depreciation and amortization decreased to
$20.7 million in fiscal 2001 from $22.4 million in fiscal 2000. The decrease is
partially attributable to the Company's decision to decrease the useful lives
and fully depreciate certain computer equipment in fiscal 2000, which resulted
in additional depreciation expense in fiscal 2000 of $2.5 million, and to
reductions in depreciation in fiscal 2001 resulting from equipment write-offs
associated with the Company's fiscal 2001 plant rightsizing initiatives. The
decrease in fiscal 2001 was partially offset by increased depreciation
associated with capital expenditures in fiscal 2001.
Selling and Administrative Expense. Selling and administrative expense
decreased to $15.6 million in fiscal 2001 from $17.1 million in fiscal 2000,
primarily due to the elimination of costs resulting from a full year realization
of the benefit of the Company's fiscal 2000 restructuring.
Restructuring and Impairment Charge. During the third quarter of fiscal
2001, the Company recorded a $21.5 million restructuring and impairment charge
related primarily to the closing of two manufacturing facilities and the write
down of intangible assets and equipment held for disposal as a result of the
closing. The $21.5 million charge included $16.2 million for asset impairments
and $5.3 million for restructuring charges. The asset impairments related to the
write-off of $0.5 million in goodwill, $3.7 million in other intangibles and
$12.0 million in redundant equipment at manufacturing facilities that were
closed. The redundant equipment was taken out of service in the third quarter.
Facility closure costs consisting primarily of future lease obligations, related
to the closing of the Company's manufacturing facilities in Elizabeth, New
Jersey and Garland, Texas. All 208 of the planned employee terminations were
completed and the manufacturing facilities closed by September 30, 2001.
Interest Expense, Net. Interest expense, net, decreased to $15.3
million in fiscal 2001 from $16.7 million in fiscal 2000, primarily due to lower
average debt levels and lower LIBOR based interest rates. The LIBOR interest
rate margin under the Company's Credit Facility was 2.75% at September 30, 2001
and will remain at that level through fiscal 2002. Although the LIBOR rate
margin is fixed for fiscal 2002, the LIBOR rate itself is subject to market
fluctuations. For a discussion of the Company's debt, see the "Long-Term Debt"
note in the Notes to the Consolidated Financial Statements as set forth in Item
8.
Income (Loss) Before Income Taxes and Extraordinary Item. Income (loss)
before income taxes and extraordinary item for fiscal 2001 was $(22.2) million,
a decrease of $18.9 million from $(3.3) million in fiscal 2000. The change
resulted from the factors described above.
Provision (Benefit) For Income Taxes. The provision (benefit) for income
taxes increased to a benefit of $(6.0) million in fiscal 2001 from a benefit of
$(0.3) million in fiscal 2000. The change is due to the decrease in income
(loss) before income taxes and extraordinary item, as described above, and an
increase in the Company's effective tax rate. For the reconciliation of the
income tax rate with the federal statutory rate, see the "Income Taxes" note in
the Notes to the Consolidated Financial Statements on page F-15 as set forth in
Item 8.
11
Extraordinary Loss resulting from the Extinguishment of Debt, Net. The
Company recorded an extraordinary loss of $0.3 million, net of a $0.1 million
related tax benefit, in fiscal 2001 related to unamortized deferred financing
fees associated with the extinguishment of the Company's former Credit
Agreement. The former Credit Agreement was terminated upon the execution of the
Company's current Credit Facility in May 2001.
Net Income (Loss). Net income (loss) for fiscal 2001 was $(16.5) million, a
decrease of $13.6 million from $(2.9) million in fiscal 2000. The change
resulted from the factors described above.
Year ended October 1, 2000 (fiscal 2000) compared to year ended October 3, 1999
(fiscal 1999).
Net Sales. Net sales for fiscal 2000 were $479.8 million, a decrease of
$7.7 million or 1.6% from $487.5 million in fiscal 1999. The decrease was
primarily due to the conversion of orders by a large customer from lithographic
style cans to plain style cans, which resulted in a $5.0 million decrease in
sales, and to slight volume declines in certain product categories, primarily in
the paint category.
Cost of Products Sold. Cost of products sold (excluding depreciation and
amortization) in fiscal 2000 was $422.8 million, a decrease of $2.1 million or
0.5% from $424.9 million in fiscal 1999. Cost of products sold as a percent of
sales increased to 88.1% in fiscal 2000 from 87.2% in fiscal 1999. The increase
as a percent of sales was primarily attributable to lower sales and weak
operating performance at certain of the Company's facilities.
Depreciation and Amortization. Depreciation and amortization increased to
$22.4 million in fiscal 2000 from $17.2 million in fiscal 1999. This increase
includes $2.5 million of depreciation related to shortened useful lives of
certain computer systems. The remaining $2.7 million increase in depreciation
was primarily due to capital expenditures.
Selling and Administrative Expense. Selling and administrative expense
decreased to $17.1 million in fiscal 2000 from $19.7 million for fiscal 1999,
primarily due to the elimination of costs from the Company's restructuring
during the second quarter of fiscal 2000, which is described below.
Restructuring and Impairment Charge. During the second quarter of fiscal
2000, the Company recorded a restructuring and impairment charge related to the
closing of two administrative offices, the termination of 89 employees, and the
write-down of equipment held for disposal. The restructuring and impairment
charge totaled $5.9 million and consisted of the following: $1.1 million related
to administrative office closings, $1.1 million related to severance, $0.7
million related to contracts and other miscellaneous costs and $3.0 million
related to impairments of equipment held for disposal. Both administrative
offices were closed and all 89 employees were terminated in the second quarter.
Interest Expense, Net. Interest expense, net, increased to $16.7 million in
fiscal 2000 from $14.7 million in fiscal 1999, primarily due to higher LIBOR
based interest rates and higher interest rate margins under the Company's Credit
Agreement. The interest rate margin was determined on a quarterly basis based on
the Company's leverage ratio. The Company paid a higher average margin rate in
fiscal 2000 compared to fiscal 1999 because of the Company's financial
performance.
Gain on Curtailment of Postretirement Benefits. The Company recognized a
$1.2 million gain on curtailment of postretirement benefits in fiscal 2000. The
gain resulted from a reduction in liability for future medical benefits of
certain employees of the Company's Cincinnati, Ohio facility.
Income (Loss) Before Income Taxes and Cumulative Effect of Change in
Accounting. Income (loss) before income taxes and cumulative effect of change in
accounting for fiscal 2000 was $(3.3) million, a decrease of $14.2 million from
$10.9 million in fiscal 1999. The change results from the factors described
above.
Provision (Benefit) For Income Taxes. The provision (benefit) for income
taxes decreased to a benefit of $(0.3) million in fiscal 2000 from a provision
of $5.3 million in fiscal 1999. The decrease was due to the decrease in income
(loss) before income taxes and cumulative effect of change in accounting as
described above. For the reconciliation of the income tax rate with the federal
statutory rate, see the "Income Taxes" note in the Notes to the Consolidated
Financial Statements as set forth in Item 8.
12
Net Income (Loss). Net income (loss) for fiscal 2000 was $(2.9) million, a
decrease of $8.5 million from $5.6 million in fiscal 1999. The change results
from the factors described above.
Seasonality
Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year.
Liquidity and Capital Resources
The Company's cash requirements for operations and capital expenditures
during fiscal 2001 and fiscal 2000 were primarily financed through internally
generated cash flows and borrowings under the Company's credit agreement. During
fiscal 2001, cash and cash equivalents decreased $0.7 million and net borrowings
under the credit agreement decreased by $13.4 million.
As of September 30, 2001, the Company had borrowed $12.8 million of the $90
million borrowing limit under its Credit Facility. However, the Credit Facility
limits borrowings based on a fixed asset sublimit and percentages of eligible
accounts receivable and inventories. As of September 30, 2001, the Company's
borrowing base under the Credit Facility was $58.4 million. The Company was in
compliance with the Credit Facility covenants at fiscal 2001 year-end.
Credit Facility interest rates are based on interest rate margins for
either the prime rate (as periodically announced by Bank of America, N.A.) or
LIBOR, at the Company's option. The interest rate margin on prime borrowings is
fixed at 1.0% and the LIBOR interest rate margin is fixed at 2.75% through
fiscal year 2002. Beginning in fiscal 2003, the LIBOR rate margin shall be
determined quarterly based on the Company's ratio of total indebtedness to
EBITDA. Rate margins can be within the range of 2.0% to 3.0%.
During fiscal 2001, net cash provided by operating activities was $22.1
million, which was comprised primarily of net loss ($16.5 million), depreciation
and amortization ($20.7 million), the restructuring and impairment charge ($21.5
million) and changes in other assets, inventories, accounts payable and income
taxes receivable ($6.7 million). Net cash was primarily uesd for changes in
accounts receivable and accrued liabilities ($5.0) and changes in deferred taxes
($6.5 million).
During fiscal 2000, net cash provided by operating activities was $25.3
million, which was comprised primarily of net loss ($2.9 million), depreciation
and amortization ($22.4 million), the restructuring and impairment charge ($5.9
million), and reductions of accounts receivable, inventories and other assets
($15.0 million). Net cash was primarily used to reduce accounts payable and
accrued liabilities ($14.9 million).
During fiscal 2001, net cash used in investing activities was $4.0 million.
The Company used $9.4 million for capital expenditures in fiscal 2001. The
Company received $5.3 million in proceeds from the disposition of property,
plant and equipment in fiscal 2001, primarily from the sale of the Chicago,
Illinois material center services facility, which was recorded in Assets Held
for Sale at October 1, 2000.
During fiscal 2000, net cash used in investing activities was $8.5 million.
The Company used $10.9 million for capital expenditures in fiscal 2000. The
Company received $2.4 million in proceeds from the disposition of property,
plant and equipment in fiscal 2000, primarily from the sale of the Alsip,
Illinois facility acquired in the U.S. Can Acquisition.
During fiscal 2001, net cash used by financing activities was $18.8
million. During fiscal 2001, net repayments under the Company's credit
agreements were $13.4 million. The Company also used approximately $2.0 million
of cash for the repurchase of its common stock in fiscal 2001.
During fiscal 2000, net cash used by financing activities was $16.6
million. During fiscal 2000, net repayments under the Credit Agreement were
$20.3 million. Net cash provided by financing activities related primarily to an
increase in unpresented bank drafts of $4.5 million. The Company also used cash
for the repurchase of its common stock on the open market of approximately $0.5
million in fiscal 2000.
13
At September 30, 2001, Credit Facility covenants prohibited the Company
from paying shareholder dividends, making other restrictive payments or
incurring additional indebtedness. The Indenture governing the Company's $100
million Senior Subordinated Notes also contains certain restrictive covenants,
including limitations on asset sales, additional indebtedness, and mergers.
Covenants in the Indenture restricted the Company's ability to pay shareholder
dividends and other restricted payments in an amount greater than $8.7 million
at September 30, 2001.
Management believes that cash provided from operations and borrowings
available under the Credit Facility will provide it with sufficient liquidity to
meet its operating and capital expenditure needs in the next 12 months.
Environmental Matters
For information regarding environmental matters, see Item 1. "Business -
Environmental, Health and Safety Matters."
Effect of Inflation
Historically, the Company has generally been able to recover increased
costs of raw materials through price increases for the Company's products,
although there can be no assurances that this practice will continue. Management
currently believes that inflation will not have a material adverse impact on the
Company.
Recent Accounting Pronouncements
In June 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets." SFAS 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting. SFAS 142 changes the accounting for goodwill and
other intangible assets. Upon adoption, goodwill will no longer be subject to
amortization over its estimated useful life. Rather, goodwill will be subject to
at least annual assessments by reporting units for goodwill impairment based on
fair value measurements. All other acquired intangibles will be separately
recognized if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed or exchanged, regardless of the Company's intent to do so.
Other intangibles will be amortized over their useful lives. SFAS 142 becomes
effective for the Company at the beginning of fiscal 2003. The Company is
assessing the Statement's impact on the Company's financial position and
operating results. At September 30, 2001, the balance of goodwill is $70.2
million with annual amortization expense of $2.3 million. See "Recent Accounting
Pronouncements" in the Notes to the Consolidated Financial Statements on Page
F-9 as set forth in Item.
In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations" which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This Statement is effective for the Company at the
beginning of fiscal 2003. The Company is currently considering the impact, if
any, that this Statement will have on its financial position and operating
results.
In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment of
Disposal of Long-Lived Assets" which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This Statement is
effective for the Company at the beginning of fiscal 2003. The Company is
currently considering the impact, if any, that this Statement will have on its
financial position and operating results.
In September 2000, the Emerging Issues Task Force reached a consensus
regarding Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs,
which requires companies to report shipping and handling fees and costs as a
component of cost of sales. We adopted this consensus in the fourth fiscal
quarter of 2001, the effect of which was offsetting increases in net sales and
cost of sales in the consolidated statements of operations for all reported
periods. Reclassifications of $19.1 million and $19.2 million for fiscal years
2001 and 2000, respectively, were reflected for all periods shown for
comparative purposes.
14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The fair value of the Company's Senior Subordinated Notes due 2007 is
exposed to the market risk of interest rate changes. The Company's cash flows
and earnings are also exposed to the market risk of interest rate changes
resulting from variable rate borrowings under the Company's Credit Facility.
The Company's Credit Facility permits the Company to borrow up to $90
million provided certain assets are sufficient and certain restrictive covenants
are met. Borrowings under the Credit Facility bear interest at either the prime
rate or the London InterBank Offered Rate ("LIBOR") plus an applicable spread
percentage. The Company determines whether to borrow at prime or LIBOR plus the
applicable rate margin based on cash requirements. The interest rate spread on
prime borrowings is fixed at 1.0%. The interest rate spread on LIBOR borrowings
at September 30, 2001 was 2.75% and the rate spread is fixed through fiscal year
2002. Beginning in fiscal 2003, the LIBOR rate margin shall be determined
quarterly based on the Company's ratio of total indebtedness to EBITDA. Rate
margins can be within the range of 2.0% to 3.0%. At September 30, 2001, the
Company had borrowings under the Credit Facility of $12.8 million that were
subject to interest rate risk. Each 100 basis point increase in interest rates
would impact annual pretax earnings by $0.1 million at the $12.8 million debt
level of September 30, 2001.
The Company does not enter into derivatives or other market risk sensitive
instruments to hedge interest rate risk or for trading purposes.
Item 8. Financial Statements and Supplementary Data
See the attached Consolidated Financial Statements on pages F-1 through
F-20.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Inapplicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated by reference to the Company's Proxy Statement for the 2002
Annual Meeting of Stockholders to be filed with the Commission.
15
Item 11. Executive Compensation
Incorporated by reference to the Company's Proxy Statement for the 2002
Annual Meeting of Stockholders to be filed with the Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated by reference to the Company's Proxy Statement for the 2002
Annual Meeting of Stockholders to be filed with the Commission.
Item 13. Certain Relationships and Related Transactions
Incorporated by reference to the Company's Proxy Statement for the 2002
Annual Meeting of Stockholders to be filed with the Commission.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
(1) The Consolidated Financial Statements included in Item 8 hereof
and set forth on pages F-1 through F-20.
(2) The Financial Statement Schedules listed in the Index to the
Financial Statement Schedules.
(3) The exhibits listed in the Index to Exhibits.
(b) Reports on Form 8 - K.
The Company did not file or amend any Reports on Form 8 - K during the
fourth quarter of fiscal 2001.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements as encouraged by the Private
Securities Litigation Reform Act of 1995. All statements contained in this
document, other than historical information, are forward-looking statements.
These statements represent management's current judgment on what the future
holds. A variety of factors could cause business conditions and the Company's
actual results to differ materially from those expected by the Company or
expressed in the Company's forward-looking statements. These factors include
without limitation, timing and cost of plant start-up and closure; the Company's
ability to successfully integrate acquired businesses; labor unrest; changes in
market price or market demand; changes in raw material costs or availability;
loss of business from customers; unanticipated expenses; changes in financial
markets; potential equipment malfunctions; and the other factors discussed in
the Company's filings with the Securities and Exchange Commission.
16
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.
BWAY CORPORATION
(Registrant)
By /s/ Jean-Pierre M. Ergas
-------------------------------------
Jean-Pierre M. Ergas
Chairman of the Board and
Chief Executive Officer
Date 12-21-01
-----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on December 21, 2001.
Signatures Title
---------- -----
/s/ Jean-Pierre M. Ergas
----------------------------- Chairman of the Board, Chief Executive Officer
Jean-Pierre M. Ergas and Director (Principal Executive Officer)
/s/ Warren J. Hayford
----------------------------- Non-Executive Vice Chairman of the Board
Warren J. Hayford and Director
/s/ Kevin C. Kern
----------------------------- Vice President of Administration and Chief
Kevin C. Kern Financial Officer (Principal Financial
and Accounting Officer)
/s/ James W. Milton
----------------------------- Director
James W. Milton
/s/ Thomas A. Donahoe
----------------------------- Director
Thomas A. Donahoe
/s/ Alexander P. Dyer
----------------------------- Director
Alexander P. Dyer
/s/ John E. Jones
----------------------------- Director
John E. Jones
/s/ John W. Puth
----------------------------- Director
John W. Puth
/s/ John T. Stirrup
----------------------------- Director
John T. Stirrup
INDEPENDENT AUDITORS' REPORT
Board of Directors of BWAY Corporation:
We have audited the accompanying consolidated balance sheets of BWAY Corporation
and subsidiaries (the "Company") as of September 30, 2001 and October 1, 2000
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years ended September 30, 2001. Our audits also
included the financial statement schedules listed in the Index at Item 14. These
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedules 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 the Company as of September 30,
2001 and October 1, 2000, and the results of its operations and its cash flows
for each of the three years ended September 30, 2001, in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly
in all material respects, the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 16, 2001
F-1
BWAY Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share data)
-----------------------------------------------------------------------------------------------------------------------
September 30 and October 1 2001 2000
---- ----
Assets
Current assets:
Cash and equivalents $ 285 $ 961
Accounts receivable, net of allowance for doubtful accounts of $750 and $508 45,052 44,083
Inventories, net 44,989 45,522
Current income taxes receivable 1,355 3,048
Deferred tax asset 11,880 8,988
Assets held for sale 1,231 5,284
Other 1,616 1,823
-----------------------------------------------------------------------------------------------------------------------
Total current assets 106,408 109,709
Property, plant and equipment, net 113,365 133,870
Other assets:
Goodwill, net of accumulated amortization of $14,291 and $12,166 70,230 73,420
Intangibles, net 4,618 9,216
Deferred financing fees, net of accumulated amortization of $2,025 and $2,846 4,322 3,189
Other 1,952 3,319
-----------------------------------------------------------------------------------------------------------------------
Total other assets 81,122 89,144
-----------------------------------------------------------------------------------------------------------------------
Total assets $ 300,895 $ 332,723
-----------------------------------------------------------------------------------------------------------------------
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 68,881 $ 67,155
Accrued salaries and wages 7,935 8,032
Accrued interest 4,844 5,049
Accrued rebates 5,129 5,029
Other 11,250 9,861
-----------------------------------------------------------------------------------------------------------------------
Total current liabilities 98,039 95,126
-----------------------------------------------------------------------------------------------------------------------
Long-term debt 112,808 126,200
Long-term liabilities:
Deferred income taxes 18,388 22,044
Other 11,225 10,392
-----------------------------------------------------------------------------------------------------------------------
Total long-term liabilities 29,613 32,436
-----------------------------------------------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, shares authorized 5,000,000 - -
Common stock, $.01 par value, shares authorized 24,000,000;
shares issued 9,851,002 99 99
Additional paid-in capital 36,760 36,760
Retained earnings 36,413 52,901
-----------------------------------------------------------------------------------------------------------------------
73,272 89,760
-----------------------------------------------------------------------------------------------------------------------
Less: Treasury stock, at cost, shares held 1,149,196 and 584,184 (12,837) (10,799)
-----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 60,435 78,961
-----------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 300,895 $ 332,723
-----------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-2
BWAY Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
-----------------------------------------------------------------------------------------------------------------------
Year Ended September 30, October 1 and October 3 2001 2000 1999
---- ---- ----
Net sales $ 475,039 $ 479,775 $ 487,549
Costs, expenses and other:
Cost of products sold (excluding depreciation and amortization) 425,084 422,834 424,942
Depreciation and amortization 20,713 22,412 17,246
Selling and administrative expense 15,610 17,057 19,678
Restructuring and impairment charge 21,500 5,900 -
Interest expense, net 15,325 16,657 14,733
Gain on curtailment of postretirement benefits - (1,171) -
Other, net (970) (662) 33
-----------------------------------------------------------------------------------------------------------------------
Total costs, expenses and other 497,262 483,027 476,632
-----------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes and extraordinary item (22,223) (3,252) 10,917
Provision (benefit) for income taxes (6,042) (334) 5,290
-----------------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary item (16,181) (2,918) 5,627
Extraordinary loss resulting from the extinguishment of debt,
net of related tax benefit of $115 (307) - -
-----------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (16,488) $ (2,918) $ 5,627
-----------------------------------------------------------------------------------------------------------------------
Income (loss) per common share
Basic and Diluted:
Income (loss) before extraordinary item $ (1.80) $ (0.31) $ 0.60
Extraordinary item (0.04) - -
-----------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1.84) $ (0.31) $ 0.60
-----------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-3
BWAY Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
(In thousands)
-----------------------------------------------------------------------------------------------------------------------
Year Ended September 30, October 1 and October 3 2001 2000 1999
---- ---- ----
Common stock and additional paid-in capital
Balance, beginning of year $ 36,859 $ 37,301 $ 37,494
Issuance of treasury stock for stock options exercised - - (37)
Purchase of treasury stock, net - - (156)
Issuance of treasury stock for employee profit sharing plan - (442) -
----------------------------------------------------------------------------------------------------------------------
Balance, end of year 36,859 36,859 37,301
----------------------------------------------------------------------------------------------------------------------
Retained earnings
Balance, beginning of year 52,901 55,819 50,192
Net income (loss) (16,488) (2,918) 5,627
----------------------------------------------------------------------------------------------------------------------
Balance, end of year 36,413 52,901 55,819
----------------------------------------------------------------------------------------------------------------------
Treasury stock, at cost
Balance, beginning of year (10,799) (11,067) (10,498)
Issuance of treasury stock for stock options exercised - - 93
Purchase of treasury stock, net (2,038) (471) (662)
Issuance of treasury stock for employee profit sharing plan - 739 -
----------------------------------------------------------------------------------------------------------------------
Balance, end of year (12,837) (10,799) (11,067)
-----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity $ 60,435 $ 78,961 $ 82,053
-----------------------------------------------------------------------------------------------------------------------
Share Data
-----------------------------------------------------------------------------------------------------------------------
Common stock 9,851 9,851 9,851
-----------------------------------------------------------------------------------------------------------------------
Treasury stock
Balance, beginning of year (584) (542) (490)
Issuance of treasury stock for stock options exercised - - 4
Purchase of treasury stock, net (565) (81) (56)
Issuance of treasury stock under employee profit sharing plan - 39 -
-----------------------------------------------------------------------------------------------------------------------
Balance, end of year (1,149) (584) (542)
-----------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-4
BWAY Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
-----------------------------------------------------------------------------------------------------------------------
Year Ended September 30, October 1 and October 3 2001 2000 1999
---- ---- ----
Operating Activities
Net income (loss) $ (16,488) $(2,918) $ 5,627
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 17,538 18,540 13,355
Amortization of goodwill and other intangibles 3,175 3,872 3,891
Amortization of deferred financing costs 992 851 748
Gain on curtailment of postretirement benefits - (1,171) -
Extraordinary loss related to debt extinguishment, net
of related tax benefit of $115 307 - -
Provision for doubtful accounts 944 2 (27)
Restructuring and impairment charge 21,500 5,900 -
Gain on disposition of property, plant and equipment (1,013) (429) (103)
Deferred income taxes (6,548) 1 7,094
Changes in assets and liabilities, net of effects
of business acquisitions and dispositions:
Accounts receivable (1,612) 8,783 (5,484)
Inventories 328 3,509 (5,098)
Other assets 1,401 2,674 (1,553)
Accounts payable 3,170 (2,602) 8,041
Accrued liabilities (3,386) (12,264) (826)
Income taxes, net 1,808 549 (1,213)
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by operations 22,116 25,297 24,452
-----------------------------------------------------------------------------------------------------------------------
Investing Activities
Acquisitions, net of cash acquired - - (27,892)
Capital expenditures (9,421) (10,907) (33,230)
Proceeds from disposition of property, plant and equipment 5,381 2,432 14,627
-----------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (4,040) (8,475) (46,495)
-----------------------------------------------------------------------------------------------------------------------
Financing Activities
Net borrowings (repayments) under bank
revolving credit agreement 36,608 (20,300) 24,900
Extinguishment of long-term debt (50,000) - -
Repayments on long-term debt - - (672)
Increase (decrease) in unpresented bank drafts (775) 4,527 (2,853)
Purchase of treasury stock, net (2,038) (471) (818)
Financing costs incurred (2,547) (313) (177)
Issuance of treasury stock for options exercised - - 56
-----------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities (18,752) (16,557) 20,436
-----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents (676) 265 (1,607)
Cash and equivalents, beginning of year 961 696 2,303
-----------------------------------------------------------------------------------------------------------------------
Cash and equivalents, end of year $ 285 $ 961 $ 696
-----------------------------------------------------------------------------------------------------------------------
Continued...
F-5
BWAY Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
-----------------------------------------------------------------------------------------------------------------------
Year Ended September 30, October 1 and October 3 2001 2000 1999
---- ---- ----
Supplemental Disclosures of Cash Flow Information
Cash paid (refunded) during the period for:
-----------------------------------------------------------------------------------------------------------------------
Interest $ 14,345 $ 16,206 $ 14,961
-----------------------------------------------------------------------------------------------------------------------
Income taxes (1,303) (885) (591)
-----------------------------------------------------------------------------------------------------------------------
Details of business acquisitions:
-----------------------------------------------------------------------------------------------------------------------
Fair value of assets acquired - - 47,861
Liabilities assumed - - (19,969)
-----------------------------------------------------------------------------------------------------------------------
Net cash paid for acquisitions - - 27,892
-----------------------------------------------------------------------------------------------------------------------
Noncash Investing and Financing Activities
-----------------------------------------------------------------------------------------------------------------------
Amounts owed for capital expenditures $ 469 $ 980 $ 929
-----------------------------------------------------------------------------------------------------------------------
Notes receivable from sale of assets - - 2,240
-----------------------------------------------------------------------------------------------------------------------
Treasury stock issued for employee savings plan - 297 -
-----------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-6
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Operations - BWAY Corporation ("BWAY") is a holding company whose
significant subsidiary, BWAY Manufacturing, Inc. ("BWAY Manufacturing")
(collectively the "Company") manufactures and distributes metal containers
and provides material center services in the United States and Canada. In
the fourth quarter of fiscal 2001, the Company merged its Milton Can
Company, Inc. subsidiary into BWAY Manufacturing. The Company sells and
markets its products under the BWAY Corporation name. The Company reports
its operations in one segment in accordance with Statement of Financial
Accounting Standards ("SFAS") 131, Disclosures about Segments of an
Enterprise and Related Information.
Basis of Presentation - The consolidated financial statements of the
Company include the accounts of BWAY and its wholly owned subsidiaries.
All significant intercompany balances and transactions have been
eliminated in consolidation.
Fiscal Year - The Company's fiscal year is a 52- or 53- week fiscal period
ending on the Sunday nearest to September 30.
Cash and Cash Equivalents - The Company considers all highly liquid
investments purchased with original maturities of three months or less to
be cash equivalents.
Inventories - Inventories are carried at the lower of cost or market, with
cost determined under the last-in, first-out (LIFO) method of inventory
valuation.
Property, Plant and Equipment - The Company's property, plant and
equipment is recorded at cost and depreciated using the straight-line
method over the estimated useful lives as follows: land improvements,
buildings and improvements, 10 to 30 years; machinery and equipment, 5 to
15 years; furniture and fixtures, 5 to 7 years; computer information
systems, 1 to 7 years. Leasehold improvements are amortized over the
lesser of the estimated useful lives or the remaining lease term. The
Company periodically assesses the appropriateness of the remaining
estimated useful lives of property, plant and equipment.
The Company capitalizes expenditures for major renewals and replacements
and charges against income expenditures for maintenance and repairs. When
the Company retires or otherwise disposes of property, plant and
equipment, the asset balances are removed from the related asset and
accumulated depreciation accounts and any resulting gain or loss is
credited or charged to income.
Interest is capitalized in connection with the installation of major
machinery and equipment acquisitions. The capitalized interest is recorded
as part of the cost of the related asset and is amortized over the asset's
estimated useful life. In fiscal 2001, 2000, and 1999, approximately $0.03
million, $0.35 million, and $0.60 million of interest cost was
capitalized, respectively.
Computer Information Systems - Costs directly associated with the initial
purchase, development, and implementation of computer information systems
are capitalized and included in property, plant and equipment. Such costs
are amortized on a straight-line basis over the expected useful life of
the systems, principally five to seven years. Ongoing maintenance costs of
computer information systems are expensed as incurred.
Intangible Assets - Intangible assets consist of identifiable intangibles
(trademarks, customer lists, and covenants not-to-compete) and goodwill.
Identifiable intangibles are amortized over the term of the agreement (5
to 7 years) or estimated useful life (2 to 17 years). Goodwill is
amortized on a straight-line basis over the estimated useful life (20 to
40 years).
Deferred Financing Costs - Deferred financing costs are amortized over the
term of the related loan agreement using the straight-line method, which
approximates the effective yield method.
Revenue Recognition - The Company recognizes revenue when product is
shipped and title and risk of loss passes to its customers. Provisions for
discounts, returns, allowances, customer rebates and other adjustments are
provided for in the same period as the related revenues are recorded.
Accrued Rebates - The Company enters into contractual agreements with its
customers for rebates on certain products. As sales occur, a provision for
rebates is accrued on the balance sheet and is a charge against net sales.
Comprehensive Income - The Company follows the disclosure requirements of
SFAS 130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 requires
the disclosure of total non-shareholder changes in equity and its
components, which would include all changes in equity during a period
except those resulting from investments by and distributions to
shareholders. The only component of other comprehensive income applicable
to the Company is translation gains and losses on foreign currency. There
were no material translation gains and losses on foreign currency during
the fiscal years 2001, 2000 and 1999.
Income Taxes - The Company accounts for income taxes in accordance with
SFAS 109, Accounting for Income Taxes, which requires an asset and
liability approach to financial accounting and reporting for income taxes.
In accordance with SFAS 109, deferred income tax assets and liabilities
F-7
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
are computed annually for differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Income tax expense (benefit) is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.
Under SFAS 109, a valuation allowance is required when it is more likely
than not that some portion of the deferred tax assets will not be
realized. Realization is dependent on generating sufficient future taxable
income. Although realization is not assured, management believes it is
more likely than not that all the deferred tax assets will be realized.
Accordingly, the Company has not provided a valuation allowance. The
amount of the deferred tax asset considered realizable, however, could be
reduced if estimates of future taxable income during the carry-forward
period are reduced.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of -
The Company reviews for impairment, on a quarterly basis, long-lived
assets and certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of any asset may not be
reasonable based on estimates of future undiscounted cash flows. In the
event of impairment, the asset is written down to its fair market value.
Impairment of goodwill and write-down, if any, is measured based on
estimates of future undiscounted cash flows including interest charges.
Assets to be disposed of are recorded at the lower of net book value or
fair market value less cost to sell at the date management commits to a
plan of disposal and are classified as assets held for sale on the
consolidated balance sheet. In fiscal 2001, the Company recorded an
intangible asset impairment charge related to tradenames and goodwill. See
the Intangible Assets and Restructuring and Impairment Charge footnotes.
Disclosures about Fair Value of Financial Instruments - A summary of the
fair value of the Company's financial instruments and the methods and
significant assumptions used to estimate those values is as follows:
Short-Term Financial Instruments - The fair value of short-term
financial instruments, including cash and cash equivalents, trade
accounts receivable and payable, certain accrued liabilities, and
current maturities of long-term debt approximates their carrying
amounts in the financial statements due to the short maturity of such
instruments.
Long-Term Debt - The fair value of the variable rate Credit Agreement
borrowings approximates the carrying amount since the currently
effective rates reflect market rates. The fair value of publicly traded
fixed rate subordinated notes payable is based on the quoted market
price.
Other Financial Instruments - As of October 2, 2000, the Company adopted
SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as
amended by SFAS 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, which requires that all derivative financial
instruments be recognized as either assets or liabilities in the balance
sheet. SFAS 133, as amended, requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not
hedges must be adjusted to fair value through income. If the derivative is
a hedge, depending on the nature of the hedge, changes in the fair value
of the derivative are either offset against the change in fair value of
assets, liabilities or firm commitments through earnings or recognized in
other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value
is immediately recognized in earnings.
The Company's policy on derivatives currently prohibits the use of
derivatives for trading or hedging purposes. Additionally, the Company
completed a review of its contracts and determined that they contained no
"embedded derivatives" that require separate reporting and disclosure
under SFAS 133, as amended. As such, the adoption of SFAS 133, as amended,
did not have an impact on the Company's financial position and operating
results.
Stock Compensation - The Company accounts for stock-based compensation
under the intrinsic value method prescribed in Accounting Principles Board
Opinion 25, Accounting for Stock Issued to Employees. Compensation cost
for employees' and directors' stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of
grant over the exercise price amount an employee or director must pay to
acquire the stock.
Earnings Per Common Share - Basic earnings per common share are based on
the weighted average number of common shares outstanding during each year
presented, including vested and unvested shares issued under the Company's
management stock purchase plan. Common stock equivalents represent the
dilutive effect of the assumed exercise of the outstanding stock options.
Recent Accounting Pronouncements - In June 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS 141, Business Combinations, and SFAS
142, Goodwill and Other Intangible Assets. SFAS 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting. SFAS 142 changes the accounting for
goodwill and other intangible assets. Upon adoption, goodwill will no
longer be subject to amortization over its estimated useful life. Rather,
goodwill will be subject to at least annual assessments by reporting units
for goodwill impairment based on fair value measurements. All other
acquired intangibles will be separately recognized if the benefit of
F-8
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
the intangible asset is obtained through contractual or other legal
rights, or if the intangible asset can be sold, transferred, licensed or
exchanged, regardless of the Company's intent to do so. Other intangibles
will be amortized over their useful lives.
SFAS 142 becomes effective for the Company on September 30, 2002. The
Company is assessing the Statement's impact on the Company's financial
position and operating results. However, based on its review to date, the
Company expects the following significant impacts:
. At September 30, 2001, the balance of goodwill is $70.2 million with
annual amortization expense of $2.3 million.
. The Company will be required to perform a transitional impairment test
as of September 30, 2002. The impairment test will require the Company
to (1) identify its reporting units, (2) determine the carrying value of
each reporting unit by assigning assets and liabilities, including
existing goodwill and intangible assets, to those reporting units, and
(3) determine the fair value of each reporting unit. If the carrying
value of any reporting unit exceeds its fair value, then the amount of
any goodwill impairment will be determined through a fair value analysis
of each of the assigned assets (excluding goodwill) and liabilities.
Due to the extensiveness of the efforts involved, the test has not yet
been performed. Per SFAS 142, the Company is required to complete the
test before March 30, 2003.
. Following the transitional impairment test, the Company's goodwill
balances will be subject to annual impairment tests using the same
process described above. If any impairment is indicated as a result of
the annual test, an impairment charge would be recorded as part of
income from operations.
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets
and the associated asset retirement costs. This Statement is effective for
the Company on September 30, 2002. The Company is currently considering
the impact, if any, that this Statement will have on its financial
position and operating results.
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment of
Disposal of Long-Lived Assets which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This
Statement is effective for the Company on September 30, 2002. The Company
is currently considering the impact, if any, that this Statement will have
on its financial position and operating results.
The Emerging Issues Task Force reached a consensus in September 2000
regarding Issue No. 00-10, Accounting for Shipping and Handling Fees and
Costs, which requires companies to report shipping and handling fees and
costs as a component of cost of sales. We adopted this consensus in the
fourth fiscal quarter of 2001, the effect of which was offsetting
increases in net sales and cost of sales in the consolidated statements of
operations for all reported periods. Reclassifications of $19.1 million,
$19.2 million and $20.5 million for fiscal years 2001, 2000 and 1999,
respectively, were reflected for all periods shown for comparative
purposes.
Reclassifications - Certain prior year amounts have been reclassified in
order to conform to the current year presentation.
Use of Estimates - The Company's consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP"). The preparation of financial
statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
ACQUISITIONS
U. S. Can Metal Services Operations - On November 9, 1998, the Company
acquired substantially all of the assets and assumed certain of the
liabilities of the United States Can Company's metal services operations
("U.S. Can Metal Services"). The purchase price was approximately $27.7
million in cash after adjustments for working capital. The acquisition
included three operating plants and one non-operating plant. The acquired
facilities operated two different businesses, coating and lithography
(which is part of the Company's core business), and tinplate metal
services (which is not a business of the Company).
The purchase method of accounting was used to establish and record a new
cost basis for the assets acquired and liabilities assumed, and an
allocation of the purchase price was finalized during fiscal 2000. The
operating results for U.S. Can Metal Services have been included in the
Company's consolidated financial statements since the date of acquisition,
except for the tinplate services business, which was sold in the fourth
quarter of fiscal 1999. The excess aggregate purchase price over the
aggregate fair market value of net identifiable assets acquired was $8.6
million and is being amortized over 40 years.
Management committed to a plan to exit certain activities of the acquired
facilities and integrate acquired assets and businesses with BWAY
facilities. In connection with the recording of the purchase, the Company
established a
F-9
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
reorganization liability of approximately $11.0 million. The
reorganization liability included $1.8 million in severance, $5.5 million
in facility closing costs, and $3.7 million in equipment demolition costs.
The reorganization liability represented the direct incremental costs
expected to be incurred, which have no future economic benefit to the
Company.
Details of the U.S. Can Metal Services purchase accounting liability are
as follows:
(In millions)
Equipment
Demolition Facility
Costs Severance Closure Total
---------- --------- -------- -----
Balance October 3, 1999 $ 2.3 $ 1.3 $ 2.6 $ 6.2
------------------------------------------------------------------------
Expenditures (1.2) (1.1) (1.4) (3.7)
------------------------------------------------------------------------
Balance October 1, 2000 1.1 0.2 1.2 2.5
Expenditures (1.1) (0.2) (1.2) (2.5)
------------------------------------------------------------------------
Balance September 30, 2001 $ -- $ -- $ -- $ --
------------------------------------------------------------------------
In connection with the plant closures, the plan called for the termination
of 308 employees. The Company terminated 191 employees in fiscal 1999 and
the remaining 117 employees in fiscal 2000. Additionally, the remaining
operating facility was closed in the fourth quarter of fiscal 2000
according to the reorganization exit plan.
The following unaudited pro forma results assumes the acquisition of U.S.
Can Metal Services, excluding tinplate services, occurred at the beginning
of the fiscal year ended October 1, 1999, after giving affect to certain
pro forma adjustments. The adjustments were made to reflect the goodwill
amortization cost in excess of the net assets acquired, increased interest
expense, and the estimated related income tax effects.
(In thousands, except per share amounts)
Year Ended October 3
1999
----
Net sales $ 476,149
Net income 5,374
Earnings per
common share:
Basic 0.58
Diluted 0.57
The unaudited pro forma financial information is not necessarily
indicative of the operating results that would have occurred had the
acquisitions been consummated as of the beginning of the period presented,
nor is it necessarily indicative of future operating results.
INVENTORIES
Inventories consist of the following:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Inventories at FIFO cost:
Raw materials $ 4,911 $ 6,033
Work-in-progress 30,389 30,415
Finished goods 9,689 9,074
-------- -------
44,989 45,522
LIFO reserve 365 161
Market reserve (365) (161)
--------- --------
Inventories, net $ 44,989 $ 45,522
======== =========
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Land $ 1,684 $ 1,695
Building and improvements 12,693 13,358
Machinery and equipment 134,714 144,183
Furniture, fixtures and computer
information systems 25,029 27,684
Construction-in-progress 7,908 8,435
--------- ----------
182,028 195,355
Less accumulated depreciation (68,663) (61,485)
--------- ----------
Property, plant and
equipment, net $ 113,365 $ 133,870
========= ==========
INTANGIBLE ASSETS
In June 2001, in connection with the restructuring plan, the Company
recorded a $4.2 million impairment charge for goodwill and other
intangibles, which included $3.7 million related to tradenames of former
operating subsidiaries.
F-10
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
Intangible assets consist of the following:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Customer lists $ 7,743 $ 7,753
Tradename - 4,704
Noncompete agreements - 4,509
--------- ---------
7,743 16,966
Less accumulated amortization (3,125) (7,750)
--------- ---------
Intangible assets, net $ 4,618 $ 9,216
========= =========
ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES
Included in accounts payable and accrued salaries and wages at September
30, 2001 and October 1, 2000 are bank drafts issued and outstanding for
which no rights of offset exist to cash and cash equivalents, as follows:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Bank drafts issued and
outstanding included in:
Accounts payable $ 23,860 $ 24,793
Accrued salaries and wages 1,492 1,334
---------- ----------
Bank drafts $ 25,352 $ 26,127
========== ==========
LONG-TERM DEBT
Long-term debt consists of the following:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Senior subordinated notes $ 100,000 $ 100,000
Credit agreement 12,808 26,200
--------- ---------
Long-term debt $ 112,808 $ 126,200
========= =========
Senior Subordinated Notes
The Company has $100 million 10 1/4% Senior Subordinated Notes due 2007
(the "Notes"). Interest on the Notes is payable semi-annually in arrears
on April 15 and October 15 of each year. The Notes are general unsecured
senior subordinated obligations of the Company and are effectively
subordinated to all secured indebtedness, as defined, of the Company to
the extent of the value of the assets securing any such indebtedness.
The Notes are redeemable, in whole or in part, at the option of the
Company, on or after April 15, 2002 at the prices specified in the Notes
(105.125% on April 15, 2002 declining annually to 100% on April 15, 2005).
Upon the occurrence of a Change in Control, as defined in the Notes, the
Company would be required to make an offer to repurchase the Notes at 101%
of the principal amount plus accrued and unpaid interest to the date of
repurchase. The Notes contain certain restrictive covenants, including
limitations on asset sales, additional indebtedness, and mergers. Under
the Notes' covenants, the Company is restricted in its ability to pay
shareholder dividends and other restricted payments in an amount greater
than $8.7 million at September 30, 2001.
BWAY is a holding company with no independent operations, although it
incurs expenses on behalf of its operating subsidiaries. BWAY has no
significant assets other than the common stock of its subsidiaries. The
Notes are fully and unconditionally guaranteed on a joint and several
basis by certain of the Company's direct and indirect subsidiaries. The
subsidiary guarantors are wholly owned by BWAY and constitute all of the
direct and indirect subsidiaries of BWAY except for one subsidiary that is
inconsequential. Separate financial statements of the subsidiary
guarantors are not presented because management has determined them to be
immaterial to investors.
Credit Facility
On May 22, 2001, the Company entered into a new credit agreement with
Bankers Trust Company (an affiliate of Deutsche Bank) as agent ("Credit
Facility"). The Credit Facility is a $90 million secured, four-year
agreement. Available borrowings under the Credit Facility are limited to a
borrowing base that consists of $25 million related to fixed assets
("Fixed Asset Sub-limit") and percentages of eligible accounts receivable
and inventories. The Credit Facility is secured by the stock of the
Company's significant subsidiary and substantially all of the Company's
assets. The Credit Facility is subject to certain restrictive covenants.
Interest rates under the Credit Facility are either prime (as determined
by Deutsche Bank AG, New York branch) plus an applicable rate margin or at
LIBOR plus an applicable rate margin at the option of the Company. Initial
borrowings under the Credit Facility were used to repay all obligations
and terminate the
F-11
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
Company's then existing Credit Agreement. The new Credit Facility expires
May 22, 2005.
Associated with the Company's new Credit Facility, a $0.4 million charge
to write-off unamortized deferred financing costs associated with the
previous credit agreement is reflected in the statement of income as an
extraordinary item net of its related tax benefit of $0.1 million.
Additionally, the Company has deferred approximately $2.5 million in
financing costs related to the underwriting of the Credit Facility, which
is amortized to interest expense over its four-year term.
At September 30, 2001, the Company had an available borrowing limit of
$58.4 million under its $90 million Credit Facility and had borrowed $12.8
million of the available borrowings. At September 30, 2001, rate margins
were 1.000% (prime) and 2.750% (LIBOR) and actual borrowing rates were
7.00% (prime) and 6.24% (LIBOR).
Credit Facility covenants prohibit the Company from paying shareholder
dividends, making other restrictive payments or incurring additional
indebtedness.
Credit Agreement
On November 2, 1998, the Company and its lenders amended the Credit
Agreement and the Company exercised its option to increase the available
borrowing limit to $125 million from $100 million. The Credit Agreement
allowed the Company to borrow up to $125 million or $150 million if
certain conditions were met. The interest rates under the Credit Agreement
were based on rate margins for either prime rate as periodically announced
by Bank of America ("BOA Prime") or LIBOR plus an applicable rate spread,
at the option of the Company. The applicable rate margin was determined on
a quarterly basis by a review of the Company's leverage ratio. The
Company's borrowing rate was 8.1% at October 1, 2000. Loans under the
Credit Agreement were unsecured and prepayable at the option of the
Company without premium or penalty. The credit agreement was to expire
June 17, 2002.
The Credit Agreement was subject to certain restrictive covenants,
including covenants requiring the Company to maintain a minimum level of
net worth and a maximum ratio for leverage indebtedness. On November 8,
2000, the Company and its lenders amended the Credit Agreement modifying
certain restrictive covenants. The amendment provided for the payment of
up-front fees of $250,000 and a 50 basis point increase in the interest
rate margin. As part of the November 8, 2000 amendment, the lenders
provided a waiver to the Company for a covenant violation related to the
interest coverage ratio for the quarter ended October 1, 2000.
The Company terminated the Credit Agreement on May 22, 2001 using proceeds
from a new $90 million dollar credit facility.
Scheduled maturities of long-term debt as of September 30, 2001 are as
follows:
(In thousands)
2005 $ 12,808
Thereafter 100,000
-------
$ 112,808
---------
The fair value of long-term debt at September 30, 2001 and October 1, 2000
was estimated at $110.3 million and $121.4 million, respectively.
STOCKHOLDERS' EQUITY
Earnings Per Share - The following is a reconciliation of the numerators
and denominators of the basic and diluted earnings per share computations
for income before the extraordinary item:
(In thousands, except per share amounts)
Year Ended September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
Calculation of Basic Earnings
(Loss) Per Share:
--------------------------------------------------------------------------
Net income (loss) before
extraordinary item $(16,181) $(2,918) $ 5,627
Weighted average number of
common shares outstanding 8,979 9,278 9,323
--------------------------------------------------------------------------
Basic Earnings (Loss) Per Share $ (1.80) $ (0.31) $ 0.60
--------------------------------------------------------------------------
Calculation of Diluted Earnings
(Loss) Per Share:
--------------------------------------------------------------------------
Net income (loss) before
extraordinary item $ (16,181) $(2,918) $ 5,627
Weighted average number of
common shares outstanding 8,979 9,278 9,323
Effect of dilutive stock options - - 130
--------------------------------------------------------------------------
Weighted average number of
common shares outstanding
assuming dilution 8,979 9,278 9,453
--------------------------------------------------------------------------
Diluted Earnings (Loss) Per Share $ (1.80) $ (0.31) $ 0.60
--------------------------------------------------------------------------
Approximately 12,000 and 20,000 common stock equivalents are excluded from
the fiscal 2001 and 2000, respectively, diluted loss per common share
calculation because such are anti-dilutive.
F-12
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
Stock Option Plans
In February 1999, the Company adopted the Third Amended and Restated 1995
Long-Term Incentive Plan, which increased the aggregate number of shares
of common stock authorized for issuance thereunder from 1,425,000 to
1,825,000. In February 2000, the Company adopted the Fourth Amendment and
Restatement of the 1995 Long-Term Incentive Plan (the "Current Plan"),
which increased the aggregate number of shares of common stock authorized
for issuance thereunder from 1,825,000 to 2,425,000. The options generally
become exercisable in installments of 33% per year on each of the first
through third anniversaries of the grant. The Current Plan will terminate
on May 31, 2005 unless terminated earlier by the Board of Directors.
Termination of the Current Plan will not affect grants made prior to
termination. The Current Plan authorizes grants of stock options to
participants from time to time as determined by the Board's Management
Resources, Nominating and Compensation Committee. Options granted under
the Current Plan may be incentive stock options as described in Section
422 of the Internal Revenue Code, non-qualified stock options, or a
combination thereof.
The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions:
Year Ended September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
Expected dividends 0.0% 0.0% 0.0%
Expected volatility 55.3% 51.8% 52.3%
Risk-free interest 5.8% 6.0% 6.6%
Expected lives (years) 4.7 6.9 6.0
A summary of the status of the Company's stock option plans as of
September 30, 2001 and changes during fiscal 1999, 2000 and 2001 are
presented below:
Weighted
Average
Exercise
Fixed Options Shares Price
------------- ------ -----
Outstanding at September 27, 1998 1,191,000 $ 14.05
Granted 448,274 14.77
Forfeited (36,752) 20.68
Exercised (4,500) 12.67
----------
Outstanding at October 3, 1999 1,598,022 14.07
Granted 334,041 6.16
Forfeited (161,288) 15.86
----------
Outstanding at October 1, 2000 1,770,775 12.42
Granted 589,000 4.75
Forfeited (1,551,877) 13.16
----------
Outstanding at September 30, 2001 807,898 5.40
==========
Exercisable at:
October 3, 1999 883,155 12.70
==========
October 1, 2000 1,068,490 13.34
==========
September 30, 2001 127,818 7.11
==========
Weighted-average grant date fair
value of options granted during
the year ended:
October 3, 1999 $ 8.51
==========
October 1, 2000 $ 4.04
==========
September 30, 2001 $ 2.67
==========
F-13
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
The following table summarizes information about stock options
outstanding:
September 30, 2001
Weighted
Average Weighted
Number Remaining Average Number
Range of of Options Contractual Exercise of Options
Exercise Prices Outstanding Life Price Exercisable
--------------- ----------- ----------- --------- -----------
$ 4.01 - 5.00 456,000 9.0 $ 4.44 --
5.01 - 6.00 201,605 8.2 5.99 93,888
6.01 - 7.00 142,000 9.4 6.67 26,667
13.01 - 14.00 1,759 7.4 13.13 1,173
16.01 - 17.00 1,334 7.1 16.50 890
26.50 5,200 6.6 26.50 5,200
------- ---- ------- -------
807,898 8.9 $ 5.40 127,818
======= === ====== =======
The fair value of options granted during the years ended September 30,
2001, October 1, 2000, and October 3, 1999, was $1.6 million, $1.3
million, and $3.8 million, respectively. The Company applies Accounting
Principles Board Opinion 25 and related Interpretations in accounting for
its stock option plans. Accordingly, no compensation cost has been
recognized for its fixed stock option plans. Had compensation cost for the
Company's stock option plans been determined based on the fair value at
the grant dates for awards under those plans consistent with the method of
FASB Statement 123, the Company's net income (loss) and earnings (loss)
per share for each of the three years in the period ended September 30,
2001 would have been reduced (increased) to the pro forma amounts
indicated below:
(In thousands, except per share amounts)
Year Ended September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
Net income (loss):
As reported $ (16,488) $(2,918) $ 5,627
Pro forma (18,212) (5,811) 3,006
Basic and Diluted earnings (loss)
per share:
As reported $ (1.84) $ (0.31) $ 0.60
Pro forma (2.03) (0.63) 0.32
Tender Offer
On June 11, 2001, the Company issued an offer to exchange all outstanding
options to purchase common stock issued under the BWAY 1995 Long Term
Stock Incentive Plan (the "Plan"), as amended and restated. The offer
allowed all holders, including employees and directors, to tender for
cancellation any option with an exercise price per share of $9.00 or more
in exchange for new options that will be granted under the Plan at fair
market value of the stock on or about the first business day that is at
least six months and one day following the date the tendered options are
accepted for exchange. Optionees tendered 1,198,622 options, representing
99.3% of the eligible options for cancellation with a $13.44 average
option price. The Company accepted all options tendered for cancellation
on July 31, 2001.
Shareholder Rights Plan
The Company has a Shareholder Rights Plan, amended through November 26,
1997 (the "Rights Plan"), under which a preferred share purchase right is
presently attached to and trades with each outstanding share of the
Company's common stock. The rights become exercisable and transferable
apart from the common stock after a person or group other than an Exempt
Person (as defined in the Rights Plan), without the Company's consent,
acquires beneficial ownership of, or the right to obtain beneficial
ownership of, 15% or more of the Company's common stock or ten business
days after a person or group announces or commences a tender offer or
exchange offer that could result in 15% ownership. Once exercisable, each
right entitles the holder to purchase one fifteen-hundredth share of
Junior Participating Series A Preferred Stock at an exercise price of $60
per share subject to adjustment to prevent dilution. The rights have no
voting power and no current dilutive effect on earnings per common share.
The rights expire on June 15, 2005 and are redeemable at the discretion of
the Board of Directors at $.01 per share.
If a person acquires 15% ownership, except in an offer approved by the
Company under the Rights Plan, then each right not owned by the acquirer
or related parties will entitle its holder to purchase, at the right's
exercise price, additional shares of common stock or common stock
equivalents. In addition, after an acquirer obtains 15% ownership, if the
Company is involved in certain mergers, business combinations, or asset
sales, each right not owned by the acquirer or related persons will
entitle its holder to purchase, at the right's exercise price, additional
shares of common stock of the other party to the transaction.
Treasury Stock
In November 2000, the Company's Board of Directors approved a $3.0 million
increase in the Company's stock repurchase program. During fiscal 2001,
the Company purchased 565,012 shares of treasury stock for
F-14
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
approximately $2.0 million. During fiscal 2000, the Company purchased
81,100 shares of treasury stock for approximately $0.5 million. The
Company expects to continue its historical practice of purchasing its
stock for treasury.
INCOME TAXES
The Company files a consolidated federal income tax return. Deferred
income taxes are provided to recognize the differences between the
carrying amount of assets and liabilities for financial statement purposes
and the amounts used for income tax purposes.
Components of net deferred tax liability are as follows:
(In thousands)
September 30 and October 1
2001 2000
---- ----
Deferred tax liabilities:
Property, plant and equipment $ 22,732 $25,875
Inventory 1,417 1,405
Intangible assets 1,899 1,843
Other 1,250 634
-----------------------------------------------------
27,298 29,757
-----------------------------------------------------
Deferred tax assets:
Restructuring reserves 2,617 2,158
Employee benefits 5,840 5,917
Customer claims/rebates 1,565 1,647
Net operating loss
carryforward 6,621 5,033
Accounts receivable 289 256
Inventory 2,888 1,466
Other 970 224
-------------------------------------------------------
20,790 16,701
-------------------------------------------------------
Net deferred tax liability $ 6,508 $13,056
-------------------------------------------------------
Net current deferred tax asset $(11,880) $(8,988)
Net noncurrent deferred tax
liability 18,388 22,044
-------------------------------------------------------
$ 6,508 $13,056
-------------------------------------------------------
The provision for income taxes is reconciled with the federal statutory
rate as follows:
(In thousands)
September 30, October 1 and October 3
2001 2000 1999
--------------------------------------------------------------------------------
Amount % Amount % Amount %
--------------------------------------------------------------------------------
Income tax at federal
statutory rate $ (7,778) (35.0)% $(1,190) (35.0)% $3,821 35.0%
State income taxes, net of
federal tax benefit (778) (3.5)% (119) (3.5)% 382 3.5%
Nondeductible intangible
amortization 1,867 8.4 % 671 19.7 % 734 6.7%
Other 647 2.9 % 304 6.4 % 353 3.2%
--------------------------------------------------------------------------------
$ (6,042) (27.2)% $ (334) (12.4)% $5,290 48.4%
--------------------------------------------------------------------------------
The components of the provision for income taxes are as follows:
(In thousands)
September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
Current:
Federal $ (91) $ (303) $ (1,640)
State 464 (32) (164)
Deferred (6,415) 1 7,094
-----------------------------------------------------
$ (6,042) $ (334) $ 5,290
-----------------------------------------------------
As of September 30, 2001, the Company has recognized deferred tax benefits
of $6.6 million related to net operating loss carryforwards and $0.7
million related to alternative minimum tax carryforwards. The net
operating loss carryforwards will completely expire in 2021, and the
alternative minimum tax carryforwards have no expiration date.
LEASE COMMITMENTS
The Company leases warehouses, office space, equipment, and vehicles under
operating leases. Rent expense during each of the last three fiscal years
was approximately $5.3million (2001), $6.2 million (2000), and $4.5
million (1999).
On August 20, 1999, the Company sold and leased back its Cincinnati
manufacturing facility. The sales price was $10.4 million. After deducting
closing costs of $0.6 million, the Company recorded a deferred gain on the
sale of $2.3 million that is amortized over the life of the lease. The
amortization of the deferred gain recorded in earnings was $0.1 million in
both fiscal 2001 and 2000. The lease term is 20 years with annual lease
payments of approximately $1.1 million. The lease has two five-year
renewal terms that run consecutively after the basic term.
F-15
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
The lease is accounted for as an operating lease for financial reporting
purposes.
At September 30, 2001, future minimum rental payments under non-cancelable
operating leases are as follows:
(In thousands)
Operating
Fiscal Year Lease Payment
----------- -------------
2002 $ 4,987
2003 4,080
2004 3,740
2005 2,706
2006 2,692
Thereafter 17,079
--------
Total minimum lease payments $ 35,284
========
PROFIT SHARING AND PENSION PLANS
The Company has qualified profit sharing and savings plans for specified
employees. These plans are defined contribution plans that provide for
employee contributions with a Company matching provision, and for certain
employees a deferred profit sharing component funded by the Company. The
Company's net contributions to the profit sharing and savings plans for
each of the last three fiscal years were approximately $1.4 million
(2001), $1.5 million (2000) and $1.3 million (1999).
Elizabeth, New Jersey Facility Salaried Employee Plan
The Company has a noncontributory defined benefit pension plan covering a
majority of its salaried employees at its Elizabeth, New Jersey facility.
The Company froze this plan effective December 31, 1996. On January 1,
1998, the Company amended the plan to cover substantially all nonunion
employees. The plan provides for a contribution of 4% of each
participant's wages. Participant account balances earn interest at 6% per
annum.
Effective July 31, 1998, the Company amended the plan to terminate the
plan on that date. All participants became fully vested in their accounts
on July 31, 1998. On July 29, 1999 the Company received approval to
distribute the assets in the plan to the participants. All plan assets
were distributed in fiscal 2000.
The periodic net expense (income) is comprised of the following:
October 1 and October 3
2000 1999
---- ----
Interest cost on projected
benefit obligation $ 72,500 $ 307,500
Actual return on assets (97,800) (158,400)
Net amortization and deferral (600) (301,200)
----------------------------------------------------
Net pension expense (income) $(25,900) $(152,100)
----------------------------------------------------
Most of the Company's union employees at its Elizabeth, New Jersey
facility are covered under multi-employer defined benefit plans
administered by the union. Total contributions charged to expense for such
plans were $0.2 million in fiscal 2001, $0.3 million in fiscal 2000 and
$0.3 million in fiscal 1999.
Cincinnati, Ohio Facility Postretirement Benefit Plan
In fiscal 1998, the Company reached new collective bargaining agreements
with unions representing approximately 34% of the hourly employees at the
Cincinnati, Ohio facility. The provisions of the new agreements
substantially eliminate unvested postretirement medical benefits provided
by the Company resulting in the recording of curtailment gains of
approximately $1.2 million in fiscal 2000.
As of September 30, 2001, in accordance with the terms of the remaining
two applicable collective bargaining agreements, the Company continues to
offer postretirement medical coverage to certain union employees who
retire from employment with MCC.
F-16
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
The following table reflects the change in benefit obligation and plan assets
and the accrued benefit cost:
(In thousands)
Year Ended September 30 and October 1
2001 2000
---- ----
Change in benefit obligation
-------------------------------------------------------
Benefit obligation at
beginning of year $ 4,096 $ 5,165
Service cost -- 8
Interest cost 350 380
Actuarial gain (102) (30)
Curtailment gain -- (1,171)
Benefits paid (200) (256)
-------------------------------------------------------
Benefit obligation at
end of year $ 4,144 $ 4,096
-------------------------------------------------------
Change in plan assets
-------------------------------------------------------
Employer contribution 200 256
Benefits paid (200) (256)
-------------------------------------------------------
Fair value of plan assets
at end of year $ -- --
-------------------------------------------------------
Funded status (4,144) (4,096)
Unrecognized net actuarial gain (953) (873)
-------------------------------------------------------
Accrued benefit cost $(5,097) $ (4,969)
--------------------------------------------------------
Weighted-average assumptions
as of year-end 7.50% 8.00%
--------------------------------------------------------
For measurement purposes, a 9.0% and 9.5% annual rate of increase in the
post 65 per capita cost of covered health care benefits and a 7.5% and
8.0% annual rate of increase in the pre 65 per capita cost of covered
health care benefits were assumed for 2001 and 2000, respectively. The
rates were assumed to decrease by 0.5% per year to 4.5% and remain at that
level thereafter.
(In thousands)
September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
Components of net periodic
benefit cost:
-----------------------------------------------------------------
Service cost on benefits earned $ -- $ 8 $ 29
Interest cost on accumulated
postretirement benefit
obligation 350 380 393
Amortization of actuarial gain (22) (10) --
----------------------------------------------------------------
Net periodic benefit cost 328 378 422
Curtailment gain -- (1,171) --
----------------------------------------------------------------
Net effect charged to
results from continuing
operations $ 328 $ (793) $422
----------------------------------------------------------------
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plans. A one-percentage point change
in assumed health care cost trends would have the following effects:
(In thousands)
Year Ended September 30
2001
----
One-Percentage Point Increase:
-----------------------------------------------------------------------
Effect on total service and interest cost components $ 30
Effect on postretirement benefit obligation 501
One-Percentage Point Decrease:
-----------------------------------------------------------------------
Effect on total service and interest cost components $ (32)
Effect on postretirement benefit obligation (419)
RELATED PARTY TRANSACTIONS
The Company leases its Elizabeth, New Jersey operating facility and a
warehouse under operating leases from a partnership in which a member of
the Company's management is a partner. The leases run concurrently
initially expiring on September 30, 2004 with an option to extend for a
five-year term to September 30, 2009. The annual lease expense is $0.9
million for the initial term and $0.9 million adjusted for inflation at
October 1, 2004 for the five-year extended term.
As discussed below, the Company discontinued operations at the Elizabeth
facility in September 2001. The Company will continue to use the Elizabeth
warehouse and is actively marketing the operating facility for sublease.
Lease costs associated with the vacant operating facility will be charged
against the restructuring liability in future periods net of any sublease
benefits.
RESTRUCTURING AND IMPAIRMENT CHARGE
Fiscal 2001 Restructuring and Impairment
In June 2001, the Company recorded a $21.5 million restructuring and
impairment charge related primarily to a manufacturing and cost structure
rightsizing plan. The $21.5 million charge includes $16.2 million for
asset impairments and $5.3 million for restructuring charges. The asset
impairments relate to the write off of $0.5 million in goodwill, $3.7
million in other intangibles and $12.0 million in redundant equipment at
manufacturing facilities to be closed. The redundant equipment was taken
out of service in June 2001. Facility closure costs consisting primarily
of future lease obligations, relate to the closing of the Company's
manufacturing facilities in Elizabeth, New Jersey and Garland, Texas. All
208 of the planned employee terminations were completed by September 30,
2001.
F-17
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
In the third fiscal quarter of 2001, as part of the Company's rightsizing
plan, the Company sold the majority of the equipment, inventories and
accounts receivable of its Platemasters facility, which provided pre-press
services both to the Company and outside customers. The Platemasters
assets were sold for $0.5 million, which approximated book value. In
conjunction with the sale, the buyer and the Company executed an agreement
whereby the buyer will be the exclusive supplier of certain pre-press
services to the Company for a term of three years at market rates.
Fiscal 2000 Restructuring and Impairment
In February 2000, the Company recorded a restructuring and impairment
charge related to the closing of two administrative offices, the
termination of 89 employees and the write-down of equipment held for
disposal. The restructuring and impairment charge totaled $5.9 million and
consisted of the following: $1.1 million related to administrative office
closings, $1.1 million related to severance, $0.7 million related to
contracts and other miscellaneous costs and $3.0 million related to
impairments of equipment held for disposal. Both administrative offices
were closed and all 89 employees were terminated in fiscal 2000.
In addition to the $5.9 million restructuring and impairment charge in
fiscal 2000, the Company recorded $2.5 million in additional depreciation
related to the shortened useful lives of certain computer systems.
Details of the restructuring liabilities included in other current
liabilities are as follows:
(In millions)
Facility
Severance Closure
Costs Costs Other Total
------------------------------------------------------------------------------
Balance September 27, 1998 $ 0.6 $ 1.2 $3.5 $ 5.3
Expenditures (0.5) (0.9) (3.5) (4.9)
------------------------------------------------------------------------------
Balance October 3, 1999 0.1 0.3 -- 0.4
------------------------------------------------------------------------------
New charges 1.1 1.1 0.7 2.9
Expenditures (1.1) (1.0) (0.3) (2.4)
------------------------------------------------------------------------------
Balance October 1, 2000 0.1 0.4 0.4 0.9
------------------------------------------------------------------------------
New charges 0.5 4.7 0.1 5.3
Expenditures (0.4) (1.7) (0.3) (2.4)
------------------------------------------------------------------------------
Balance September 30, 2001 $ 0.2 $ 3.4 $ 0.2 $ 3.8
------------------------------------------------------------------------------
ASSETS HELD FOR SALE
In connection with the facility closures in 1998, 1999 and 2000, $1.2
million and $5.3 million of real property and machinery and equipment was
held for sale at September 30, 2001 and October 1, 2000, respectively.
This property includes $0.1 million (2001) and $1.1 million (2000) of
land, $0.9 million (2001) and $3.9 million (2000) of buildings, and $0.2
million (2001) and $0.3 million (2000) in equipment for sale at September
30, 2001 and October 1, 2000.
During the third quarter of fiscal 2001, the Company sold the Chicago,
Illinois metal services land and building for $5.2 million resulting in a
net gain of $0.9 million. During the fourth quarter of fiscal 2000, the
Company sold the Alsip, Illinois facility for $2.3 million resulting in a
net gain of $0.4 million.
CONTINGENCIES
Environmental
The Company continues to monitor and evaluate on an ongoing and regular
basis its compliance with applicable environmental laws and regulations.
Liabilities for non-capital expenditures are recorded when environmental
remediation is probable and the costs can be reasonably estimated. The
Company believes that it is in substantial compliance with all material
federal, state and local environmental requirements.
The Company (and, in some cases, predecessors to the Company) has from
time to time received requests for information or notices of potential
responsibility pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") with respect to off-site waste
disposal sites utilized by former or current facilities of the Company or
its various predecessors. Management believes that none of these matters
will have a material adverse effect on the operating results or financial
condition of the Company in light of both the Company's understanding of
the potential liability and the availability, in certain cases, of
contractual indemnification from sellers of businesses to the Company.
Because liability under CERCLA is retroactive, it is possible that in the
future the Company may incur liabilities with respect to other sites.
Letters of Credit
At September 30, 2001, a bank had issued standby letters of credit on
behalf of BWAY in the aggregate amount of $1.3 million in favor of BWAY's
workers' compensation insurer.
CUSTOMERS
The Company sells its metal containers to a large number of customers in
numerous industry sectors. To reduce credit risk, the Company sets credit
limits and performs ongoing credit evaluations. Sales to the Company's ten
largest customers amounted to approximately 43% (2001), 33% (2000), and
42% (1999) of the Company's sales including sales to its largest customer
of 8.9% (2001), 7.4% (2000), and 8.5% (1999).
F-18
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
Although the Company's exposure to credit risk associated with nonpayment
is affected by conditions with the customers' industries, the balances are
substantially current and are within terms and limits established by the
Company.
The Company sells its products and services primarily in North America. In
fiscal 2001, 2000, and 1999, the Company's sales to customers located
outside the United States were less than five percent of total net sales.
The following is a summary of revenue for the Company's products and
services:
(In thousands)
Year Ended September 30, October 1 and October 3
2001 2000 1999
---- ---- ----
General line containers $397,174 $393,372 $397,639
Material center services 63,360 73,749 77,065
Ammunition boxes 14,505 12,654 12,845
--------------------------------------------------------
$475,039 $479,775 $487,549
--------------------------------------------------------
F-19
BWAY Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------
QUARTERLY OPERATING RESULTS (UNAUDITED)
(In thousands, except per share data)
First Second Third Fourth
Quarter Quarter Quarter Quarter Totals
Fiscal Year 2001:
-----------------------------------------------------------------------------------------------------------------------------------
Net sales(1) $107,574 $115,184 $128,162 $124,119 $475,039
-----------------------------------------------------------------------------------------------------------------------------------
Gross profit (exclusive of depreciation
and amortization) $ 8,969 $ 10,479 $ 15,970 $ 14,537 $ 49,955
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary item $ (1,848) $ (1,802) $(13,833) $ 1,302 $(16,181)
-----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1,848) $ (1,802) $(14,143) $ 1,305 $(16,488)
-----------------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings (loss) per common
share before extraordinary item $ (0.20) $ (0.20) $ (1.56) $ (0.15) $ (1.80)
-----------------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings (loss) per common share $ (0.20) $ (0.20) $ (1.60) $ (0.15) $ (1.84)
-----------------------------------------------------------------------------------------------------------------------------------
Fiscal Year 2000:
-----------------------------------------------------------------------------------------------------------------------------------
Net sales(1) $111,218 $124,864 $126,211 $117,482 $479,775
-----------------------------------------------------------------------------------------------------------------------------------
Gross profit (exclusive of depreciation
and amortization) $ 11,337 $ 17,368 $ 18,675 $ 9,561 $ 56,941
-----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (966) $ (1,323) $ 1,826 $ (2,455) $ (2,918)
-----------------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings (loss) per common share $ (0.10) $ (0.14) $ 0.20 $ (0.26) $ (0.31)
-----------------------------------------------------------------------------------------------------------------------------------
Fiscal Year 1999:
-----------------------------------------------------------------------------------------------------------------------------------
Net sales(1) $109,422 $126,528 $128,762 $122,837 $487,549
-----------------------------------------------------------------------------------------------------------------------------------
Gross profit (exclusive of depreciation
and amortization) $ 15,685 $ 19,032 $ 16,252 $ 11,638 $ 62,607
-----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 1,407 $ 3,284 $ 1,876 $ (940) $ 5,627
-----------------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings (loss) per common share $ 0.15 $ 0.35 $ 0.20 $ (0.10) $ 0.60
-----------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------
(1) EITF 00-10, which requires shipping and handling fees to be reported as a
component of cost of sales, was adopted by the Company in the fourth quarter of
fiscal 2001. The effect of this guidance resulted in offsetting increases in net
sales and costs of products sold for each year presented with a zero impact on
gross profit. Any differences from amounts previously reported relate to this
adoption.
Earnings per share calculations for each quarter are based on the
weighted-average shares for thet period. As such, the sum of the quarterly
amounts may not equal the annual earnings per share. The basic and diluted net
loss per common share are the same because the assumed exercise of stock options
would have been antidilutive. The basic and diluted net income per common share
are the same in certain quarters due to the nominal dilutive impact of assumed
stock option exercises.
F-20
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule I - Condensed Financial Statements of BWAY Corporation............ S-2
Schedule II - Condensed Valuation and Qualifying Accounts
BWAY Corporation And Subsidiaries............................. S-6
S-1
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED BALANCE SHEETS
(In Thousands)
September 30, October 1,
2001 2000
------------- ----------
ASSETS:
Investments in subsidiaries $ 220,746 $ 218,654
Property, plant and equipment, net 10,102 15,278
Other assets 16,880 16,097
--------- ---------
$ 247,728 $ 250,029
========= =========
LIABILITIES:
Intercompany payable $ 25,691 $ 12,150
Other liabilities 55,198 58,918
Long term debt 106,404 100,000
--------- ---------
187,293 171,068
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock 99 99
Additional paid-in capital 36,760 36,760
Retained earnings 36,413 52,901
--------- ---------
73,272 89,760
Less treasury stock at cost (12,837) (10,799)
--------- ---------
Total stockholders' equity 60,435 78,961
--------- ---------
$ 247,728 $ 250,029
========= =========
S-2
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED STATEMENTS OF INCOME
(In Thousands)
September 30, October 1, October 3,
2001 2000 1999
------------- ---------- ----------
Interest expense, net (11,507) (10,603) (11,160)
Other income (expense), net (14,011) (13,648) (6,890)
-------- -------- --------
Loss before income taxes and equity in
undistributed earnings of subsidiaries (25,518) (24,251) (18,050)
Income tax benefit (6,938) (2,492) (8,747)
-------- -------- --------
Loss before equity in undistributed earnings
of subsidiaries (1) (18,580) (21,759) (9,303)
Equity in undistributed earnings of subsidiaries 2,092 18,841 14,930
-------- -------- --------
Net income (loss) $(16,488) $ (2,918) $ 5,627
======== ======== ========
(1) None of the Registrant's consolidated subsidiaries have paid cash dividends
to the Registrant in any of fiscal 1999 - 2001.
S-3
SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
BWAY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended
---------------------------------------
September 30, October 1, October 3,
2001 2000 1999
------------- ---------- ----------
OPERATING ACTIVITIES:
Net income (loss) $(16,488) $ (2,918) $ 5,627
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in undistributed earnings of subsidiaries (2,092) (18,841) (14,930)
Changes in assets and liabilities:
Other assets 2,308 8,310 (4,542)
Other liabilities (3,720) 12,853 16,095
Income tax receivable 1,693 550 (1,211)
Intercompany payable 13,541 2,706 44,816
-------- -------- --------
Net cash (used in) provided by operating activities (4,758) 2,660 45,855
-------- -------- --------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired 0 0 (27,746)
Capital expenditures (267) (1,752) (16,859)
-------- -------- --------
Net cash used in investing activities (267) (1,752) (44,605)
-------- -------- --------
FINANCING ACTIVITIES:
Purchase of treasury stock (2,038) (471) (818)
Net borrowings under the bank revolving credit agreement 6,404 0 0
Other 0 0 56
-------- -------- --------
Net cash provided by (used in) financing activities 4,366 (471) (762)
-------- -------- --------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (659) 437 488
CASH AND EQUIVALENTS, BEGINNING OF YEAR 925 488 0
-------- -------- --------
CASH AND EQUIVALENTS, END OF YEAR $ 266 $ 925 $ 488
======== ======== ========
S-4
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Year Ended
---------------------------------------
September 30, October 1, October 3,
2001 2000 1999
------------- ---------- ----------
Cash paid (received) during the year for:
Income taxes $ (1,303) $ (3,042) $ (9,724)
======== ======== ========
Interest $ 10,950 $ 10,197 $ 11,033
======== ======== ========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Treasury stock issued for employee savings plan $ 0 $ 297 $ 0
======== ======== ========
S-5
SCHEDULE II - CONDENSED VALUATION AND QUALIFYING ACCOUNTS
BWAY CORPORATION AND SUBSIDIARIES
(In Thousands)
Additions
Balance at Charged to
Beginning of Costs and Balance at
Description Period Expenses Deductions End of Period
----------------------------------- ------------ ---------- ---------- -------------
Allowance for Doubtful Accounts:
Year ended October 3, 1999 $ 533 $ (3) $ 24 (1) $ 506
Year ended October 1, 2000 506 539 537 (1) 508
Year ended September 30, 2001 508 412 170 (1) 750
Allowance for Notes Receivable: (2)
Year ended October 3, 1999 $ -- $ 868 (3) $ -- $ 868
Year ended October 1, 2000 868 -- -- 868
Year ended September 30, 2001 868 532 -- 1,400
Restructuring Reserve:
Year ended October 3, 1999 $5,390 $ -- $4,920 $ 470
Year ended October 1, 2000 470 2,900 2,435 935
Year ended September 30, 2001 935 5,300 2,463 3,772
Purchase Accounting Liability:
Year ended October 3, 1999 $1,904 $11,037 $6,684 $6,257
Year ended October 1, 2000 6,257 -- 3,756 2,501
Year ended September 30, 2001 2,501 -- 2,501 --
------------
(1) Deductions form the allowance for doubtful accounts represent the net
write-off of uncollectible accounts receivable.
(2) Allowance is for notes receivable included in Other Assets.
(3) Allowance was setup when the Company received a note in exchange for the
sale of equipment.
S-6
INDEX TO EXHIBITS
-----------------
Exhibit
No. Description of Document
------- -----------------------
3.1 Amended and Restated Certificate of Incorporation of (3)
the Company.
3.2 Amended and Restated By-laws of the Company (1)
3.3 Rights Agreement dated as of June 9, 1995 between the (1)
Company and Harris Trust and Savings Bank, as Rights
Agent
3.4 Amendments to Rights Agreement dated as of February (3)
12, 1996 between the Company and Harris Trust and
Savings Bank, as Rights Agent
3.5 Amendment No. 2 to Rights Agreement dated as of August (9)
19, 1997 between the Company and Harris Trust and
Savings Bank, as Rights Agent
3.6 Amendment No. 3 to Rights Agreement, dated as of (9)
November 26, 1997, between the Company and Harris
Trust and Savings Bank
4.1 Form of certificate representing shares of Common (2)
Stock of the Company
4.2 Credit Agreement among Armstrong Containers, Inc., (17)
BWAY Corporation, BWAY Manufacturing, Inc. and Milton
Can Company, Inc. as borrowers with BWAY Corporation,
as funds administrator, the lenders, and Bankers Trust
Company, as agent and Bank of America, N.A., as
documentation agent, dated as of May 22, 2001, as
amended
4.3 Indenture dated as of April 11, 1997 among the (6)
Company, the subsidiary guarantors named therein and
Harris Savings and Trust Company, as trustee
4.4 Forms of Series A and Series B 10 1/4% Senior (6)
Subordinated Notes (contained in Exhibit 4.3 as
Exhibit A and B thereto, respectively)
Exhibit
No. Description of Document
------- -----------------------
4.5 Form of Guarantee (contained in Exhibit 4.3 as Exhibit (6)
F thereto)
4.6 Offer to exchange all outstanding options to purchase (17)
common stock issued under the BWAY 1995 Long Term
Stock Incentive Plan (the "Plan"), as amended and
restated, that have an exercise price of $9.00 per
share or more for new options to be granted under the
BWAY 1995 Long Term Stock Incentive Plan, as amended
and restated, dated June 11, 2001
The Registrant will furnish to the Commission, upon
request, each instrument defining the rights of
holders of long-term debt of the Registrant and its
subsidiaries where the amount of such debt does not
exceed 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated
basis.
10.1 Asset Purchase Agreement dated December 19, 1988 (1)
between BS Holdings Corporation, BW Plastics, Inc.,
BW-Morrow Plastics, Inc. and Owens-Illinois Group, Inc.
10.2 Registration Agreement dated as of January 30, 1989 (1)
between BS Holdings Corporation and certain
stockholders
10.3 Acquisition Agreement dated as of March 4, 1993 (1)
between Ellisco Inc. and BSI
10.4 Stock Purchase Agreement dated April 27, 1993 among (1)
Armstrong Industries, Inc., its stockholders,
Armstrong Containers, Inc. and BSI
10.5 Asset Purchase Agreement dated May 26, 1993 among DK (1)
Containers, Inc., Dennis Dyck, Robert Vrhel, Mohan
Patel and BSI
10.6 Employment Agreement between the Company and Warren J. (1)
Hayford, dated as of June 1, 1995 *
10.7 Employment Agreement between the Company and John T. (1)
Stirrup, dated as of June 1, 1995 *
Exhibit
No. Description of Document
------- -----------------------
10.8 Contract and Lease dated September 3, 1968, between (1)
the City of Picayune, Mississippi and Standard
Container Company
10.9 Lease dated February 24, 1995 between Tab Warehouse (1)
Fontana II and BSI
10.10 Garland, Texas Industrial Net Lease dated January 14, (1)
1985 between MRM Associates and Armstrong Containers,
Inc.
10.11 Gross Lease Agreement dated August 10, 1990 between (1)
Colonel Estates Joint Venture and BSI
10.12 Lease dated February 11, 1991 between Curto Reynolds (1)
Oelerich Inc. and Armstrong Containers, Inc.
10.13 Lease Agreement dated November 16, 1996 between Shelby (11)
Distribution Park and Brockway Standard, Inc., as
amended December 26, 1996
10.14 Lease dated August 9, 1991 between DK Containers, Inc. (1)
and Smith Barney Birtcher Institutional Fund-I Limited
Partnership and the First Amendment thereto
10.15 Lease dated September 2, 1994 between Division Street (8)
Partners, L.P. and BSNJ
10.16 Employee Stock Purchase Agreement dated March 4, 1994 (1)
among BS Holdings Corporation, Perry Schwartz,
Mid-America Group, Ltd., Warren J. Hayford and Daniel
P. Casey *
10.17 Agreement, dated May 15, 1995, between BSI and (1)
Owens-Illinois, Inc. Pursuant to (s)9.9 (d) of the
December 19, 1988 Stock Purchase Agreement
10.18 Settlement Agreement, dated June 30, 1997 between BWAY (11)
Corporation and Owens-Illinois Group, Inc.
10.19 Brockway Standard Holdings Corporation Formula Plan (1)
for Non-Employee Directors *
10.20 Cooperation Agreement between Ball Corporation and (3)
BWAY Corporation, dated January 4, 1996.
10.21 Merger Agreement with Milton Can Company, Inc., dated (3)
March 12, 1996.
10.22 Amendment #1 to the Merger Agreement with Milton Can (3)
Company, Inc., dated April 30, 1996
10.23 Asset Purchase Agreement dated April 29, 1996, between (3)
Brockway Standard, Inc., BWAY Corporation, Van Dorn
Company and Crown Cork & Seal Company, Inc.
Exhibit
No. Description of Document
------- -----------------------
10.24 Employment Agreement between the Company and James W. (4)
Milton, dated as of May 28, 1996 *
10.25 Amended and Restated Registration Rights Agreement (4)
dated as of May 28, 1996, between BWAY Corporation and
certain shareholders
10.26 Asset Purchase Agreement dated October 6, 1996, (5)
between Brockway Standard (New Jersey), Inc. (formerly
known as Milton Can Company, Inc.), BWAY Corporation,
Ball Metal Food Container Corp., and Ball Corporation
10.27 Amendment No. 1 to the Asset Purchase Agreement dated (5)
October 28, 1996 between Milton Can Company, Inc.,
BWAY Corporation, Ball Metal Food Container Corp., and
Ball Corporation
10.28 Purchase Agreement dated as of April 8, 1997 among the (6)
Company, the subsidiary guarantors named therein, BT
Alex. Brown Incorporated (formerly known as Bankers
Trust Company), Bear, Stearns & Co. Inc. and
NationsBanc Capital Markets, Inc.
10.29 Brockway Standard (Ohio), Inc. Bargaining Unit Savings (7)
Plan *
10.30 Employment Agreement between the Company and John T. (10)
Stirrup B Amendment No. 1 *
10.31 Asset Purchase Agreement between BMAT, Inc. and the (12)
United States Can Company dated November 9, 1998
10.32 Employment Agreement between the Company and John T. (13)
Stirrup -- Amendment No. 2*
10.33 Employment Agreement and Options Agreement between the (14)
Company and Warren J. Hayford -- Omnibus Amendment *
10.34 Employment Agreement between the Company and (14)
Jean-Pierre M. Ergas, dated as of January 1, 2000 *
10.35 Lease Agreement dated August 20, 1999 between CRICBW (14)
Anderson Trust and Milton Can Company
10.36 Lease Agreement dated September 15, 1999 between (14)
Division Street Partners, L.P. and BSNJ
10.37 Employment agreement between the Company and Paul (15)
Mangiafico, dated as of March 1, 2000 *
10.38 BWAY Corporation Fourth Amended and Restated 1995 (15)
Long-Term Incentive Plan *
Exhibit
No. Description of Document
------- -----------------------
10.39 Employment agreement between the Company and Thomas (16)
Eagleson, dated as of July 1, 2000 *
10.40 Amendment No. 1 dated as of July 1, 2000 to the (16)
Employment agreement between the Company and Paul
Mangiafico, dated as of March 1, 2000 *
10.41 Change in Control Agreement, between BWAY Corporation (17)
and Thomas Eagleson, dated August 9, 2001 *
10.42 Change in Control Agreement, between BWAY Corporation (17)
and Kevin C. Kern, dated August 9, 2001 *
10.43 Change in Control Agreement, between BWAY Corporation (17)
and Kenneth Roessler, dated August 9, 2001 *
10.44 Separation and Release Agreement between BWAY
Corporation and James W. Milton dated November 2, 2001. **
10.45 Change in Control Agreement, between BWAY Corporation
and Jean-Pierre M. Ergas, dated August 30, 2001 *
10.46 Amendment No. 1 to Change in Control Agreement,
between BWAY Corporation and Jean-Pierre M. Ergas
effective January 1, 2002. *
10.47 Amendment No. 1 to Employment Agreement by and between
Bway Corporation and Jean-Pierre M. Ergas effective
January 1, 2002. *
21.1 Subsidiaries of the Company
23.1 Consents of Experts and Counsel
------------
* Management contract or compensatory plan or arrangement.
** Confidential treatment requested.
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-91114).
(2) Incorporated by reference to the Company's Form 10-K for the fiscal year
ending October 1, 1995 (File No. 0-26178).
(3) Incorporated by reference to the Company's Form 10-Q for the period ending
March 31, 1996 (File No. 0-26178).
(4) Incorporated by reference to the Company's Form 10-Q for the period ending
June 30, 1996 (File No. 0-26178).
(5) Incorporated by reference to the Company's Current Report on Form 8-K filed
on November 12, 1996 (File No. 0-26178).
(6) Incorporated by reference to the Company's Registration Statement on Form
S-4 (File No. 333-26013).
(7) Incorporated by reference to the Company's Registration Statement on Form
S-8 (File No. 333-39225).
(8) Incorporated by reference to the Company's Form 10-K for the fiscal year
ending September 29, 1996 (File No. 0-26178).
(9) Incorporated by reference to the Company's Form 10-Q for the period ending
December 28, 1997 (File No. 0-26178).
(10) Incorporated by reference to the Company's Form 10-Q for the period ending
March 29, 1998 (File No. 0-26178).
(11) Incorporated by reference to the Company's Form 10-K for the fiscal year
ending September 28, 1997 (File No. 0-26178).
(12) Incorporated by reference to the Company's Current Report on Form 8-K filed
on November 9, 1998 (File No. 0-26178).
(13) Incorporated by reference to the Company's Form 10-Q for the period ending
July 4, 1999 (File No. 0-26178).
(14) Incorporated by reference to the Company's Form 10-K for the fiscal year
ending October 3, 1999 (File No. 0-26178).
(15) Incorporated by reference to the Company's Form 10-Q for the period ending
April 2, 2000 (File No. 0-26178).
(16) Incorporated by reference to the Company's Form 10-Q for the period ending
July 2, 2000 (File No. 0-26178).
(17) Incorporated by reference to the Company's Form 10-Q for the period ending
July 1, 2001 (File No. 0-26178).