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Income Per Share
The Company computes basic and diluted earnings per share in accordance
with SFAS No. 128, Earnings Per Share. Basic income
per share excludes dilution and is computed by dividing income available
to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted income per share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock.
The dilutive effect of stock options outstanding during 2000, 1999
and 1998 added 9,000, 121,000, and 179,000, respectively, to the
weighted average shares outstanding for purposes of calculating
diluted income per share.
Comprehensive Income
Total comprehensive income, consisting of net income plus other
nonowner changes in equity for the years ended December 31, 2000,
1999 and 1998, was $7,923,000, $43,860,000, and $50,360,000, respectively.
Accumulated other comprehensive loss at December 31, 2000 and 1999
consisted of foreign currency translation adjustments of $753,000
and $534,000, respectively.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS)
No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 133 established accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to
as derivatives), and for hedging activities. It also requires that
an entity recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those instruments
at fair value. In June 1999, the FASB issued SFAS No. 137, Accounting
for Derivative Instruments and Hedging ActivitiesDeferral
of the Effective Date of FASB Statement 133. This statement
deferred the effective date of SFAS No. 133 until the fiscal year
ending December 31, 2001. In June 2000, the FASB issued SFAS No.
138, Accounting for Certain Derivative Instruments and Certain
Hedging Activities (an Amendment of FASB No. 133). This statement
amends the accounting and reporting standards of SFAS No. 133 for
certain derivative instruments and hedging activities. The Company
adopted SFAS No. 133, as amended, on January 1, 2001. This pronouncement
did not have a material impact on the Companys financial statements
upon adoption.
2. Shareholders Equity
Preferred Stock
The Company has authorized 5,000,000 shares of $.10 par value preferred
stock. The preferred stock is issuable from time to time in one
or more series and with such designations and preferences for each
series as shall be stated in the resolutions providing for the designation
and issue of each such series adopted by the board of directors
of the Company. The board of directors is authorized by the Companys
articles of incorporation to determine the voting, dividend, redemption,
and liquidation preferences pertaining to each such series. No shares
of preferred stock have been issued by the Company.
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Common Stock Purchase Plan
During 1998, the Company purchased and retired 1,043,000 shares
of its common stock pursuant to a plan authorized and approved by
its board of directors allowing purchases of up to 4,000,000 common
shares. These purchases were made in a series of open market transactions
and privately negotiated purchases at an aggregate cost of $25,413,000
at prices ranging from $21.25 to $33.00 per share. There were no
stock purchases in 2000 or 1999. The Company has cumulatively purchased
3,169,000 shares since January 1996. The Companys board of
directors has authorized purchases of up to 831,000 additional shares.
3. Acquisitions
Each of the following acquisitions is being accounted for under
the purchase method of accounting, applying the provisions of Accounting
Principles Board (APB) Opinion No. 16. As a result,
the Company recorded the assets and liabilities of the acquired
companies at their estimated fair value with the excess of the purchase
price over these amounts being recorded as goodwill. Actual allocations
of goodwill and other identifiable assets will be based on further
studies and may change during the allocation period, generally one
year following the date of acquisition. The financial statements
for the years ended December 31, 2000, 1999 and 1998 reflect the
operations of the acquired businesses for the periods after their
respective dates of acquisition.
In February 2000, the Company acquired all of the outstanding stock
of Mil Pak, Inc. in exchange for cash of $4,700,000 and 248,132
shares of the Companys common stock valued at $4,700,000.
Mil Pak operates a facility located in Pine Brook, New Jersey, that
provides blister packaging,
cartoning and labeling and other contract packaging services. Goodwill
of approximately $6,100,000 was recorded in connection with the
acquisition and is being amortized over 40 years.
In September 2000, the Company acquired all of the outstanding
stock of Arrow Paper Products Company in exchange for 342,743 shares
of the Companys common stock valued at $5,100,000. Arrow is
located in Saginaw, Michigan and operates two tube and core converting
facilities that serve customers in the automotive, film, housewares
and other
specialty tube and core markets. Goodwill of approximately $4,100,000
was recorded in connection with the acquisition and is being amortized
over 40 years.
In October 2000, the Company acquired 100 percent of the membership
interests in Crane Carton Company, LLC in exchange for 1,659,790
shares of the Companys common stock valued at $19,000,000
plus $5,800,000 of assumed debt. Crane operates a single folding
carton manufacturing facility located in suburban Chicago, Illinois.
Goodwill of approximately $4,700,000 was recorded in connection
with the acquisition and is being amortized over 40 years.
In March 1999, the Company acquired 67 percent of the outstanding
stock of Carolina Component Concepts Inc. (CCC) in exchange
for 225,000 shares of the Companys common stock valued at
approximately $6,000,000. As a result of this transaction, the Company
now owns 100 percent of CCCs common stock. CCC operates a
specialty converting facility located in Mooresville, North Carolina.
Goodwill of approximately $5,400,000 was recorded in connection
with the acquisition and is being amortized over 40 years.
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