SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 No. 0-795
BADGER PAPER MILLS, INC.
(Exact name of registrant as specified in its charter)
200 West Front Street WISCONSIN
P.O. Box 149 (State of incorporation)
Peshtigo, Wisconsin 54157-0149 39-0143840
(Address of principal executive office) (I.R.S. Employer Identification Number)
Registrant's telephone number, including area code: (715) 582-4551
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Without Nominal or Par Value
Indicate by checkmark 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 checkmark 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 the 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 February 14, 2002, 2,023,585 shares of common stock were outstanding, and
the aggregate market value of the Common Stock (based upon the closing sale
price of the shares in the Nasdaq SmallCap Market) held by non-affiliates was
approximately $8,963,232. Determination of stock ownership by affiliates was
made solely for the purpose of responding to this requirement, and registrant is
not bound by this determination for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for its 2002 Annual Meeting of Shareholders to be
filed with the Commission under Regulation 14A is herein incorporated by
reference into Part III of this Form 10-K to the extent indicated in Part III
hereof.
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Explanatory Note
The undersigned registrant hereby amends the following items of its
December 31, 2001 Annual Report on Form 10-K as set forth in the pages attached
hereto:
Item 1. Business
The information required by this Item is filed herewith by amendment
pursuant to Rule 12b-15.
Except as noted herein, Badger Paper Mills, Inc.'s December 31, 2001
Annual Report on Form 10-K remains as originally filed with the Securities and
Exchange Commission on March 4, 2002.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 5, 2002
BADGER PAPER MILLS, INC.
By: /s/ William H. Peters
-----------------------------------
William H. Peters
Vice President and Chief Financial Officer
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PART I
Item 1. Business
Badger Paper Mills, Inc. ("Badger" or the "Company") has been
producing paper and paper products in Wisconsin since it was incorporated under
the laws of the State of Wisconsin in 1929. The Company operates in two
principal segments: (1) the manufacture of paper and paper products (the "Paper
Products Business"), and (2) the production of flexible packaging materials (the
"Flexible Packaging Business").
The Paper Products Business, located in Peshtigo, Wisconsin and
adjacent to the Company's principal executive offices, manufactures paper on two
paper machines (a "Yankee" paper machine and a "Fourdrinier" paper machine). The
Company also performs certain converting operations as part of its Paper
Products Business. The Flexible Packaging Business produces flexible packaging
materials principally for consumer applications.
The Company's Facilities in Peshtigo, Wisconsin house its principal
executive offices, as well as its Paper Product's Business. All of the Company's
physical facilities in Peshtigo, Wisconsin are sometimes referred to herein as
the Company's "Peshtigo Facilities."
The Company's Flexible Packaging Business is headquartered in Oconto
Falls, Wisconsin (approximately 30 miles from Peshtigo, Wisconsin), and consists
of a Company-owned manufacturing facility and certain leased warehouse space.
All of the Company's owned and leased facilities in Oconto Falls, Wisconsin are
sometimes referred to herein as the Company's "Oconto Falls Facilities".
Products and Distribution
Paper Products Business
The Company's Paper Products Business, conducted at its Peshtigo
Facilities, includes the manufacture of paper, and certain converting
operations. Converting operations conducted in the Paper Products Business
include punching, sheeting, trimming, sealing, perforating, rewinding, waxing,
drilling and die-cutting.
As noted above, the Company manufactures paper on its two paper
machines. The Yankee paper machine allows the Company to manufacture 27% of its
paper products, as measured by weight, representing 30% of 2001 net sales.
Products produced on the Yankee paper machine include converted printed and
unprinted waxed papers, grades used in laminating applications, colored papers,
specialty-coated papers and papers used in applications where twisting is
required to seal product. These products are sold to manufacturers and
converters by Company sales personnel and commissioned brokers.
The Fourdrinier paper machine allows the Company to manufacture 73% of
its paper products, as measured by weight, representing 55% of 2001 net sales.
The Fourdrinier paper machine produces fine paper grades utilizing fiber
purchased on the open market, including pre- and post-consumer recycled fibers.
Papers produced on the Fourdrinier paper machine are used in several
applications including business papers, printing, high quality writing papers,
book publishing stock, reply card, watermarked, industrial and consumer papers
that require water-oil-grease resistant ("WOGR") attributes, copier papers and
specialty papers. The Company offers a wide range of colored papers and
specializes in color matching. A portion of the products produced by the Company
are sold under certain trademarks and trade names, including Ta-Non-Ka(R),
Copyrite(R), ENVIROGRAPHIC(R),
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Northern Brights(R), Artopaque(R), Marks of Distinction(R) and DuraEdge(R).
Other products are sold through paper merchants, brokers and value-added
converters who, in turn, sell to other value-adding entities or direct to the
consumer.
The Company's two paper machines produce papers that have different
features. Paper produced on the Yankee paper machine has very a smooth surface
on one side of the paper, which is referred to as Machine Glazed ("MG"). The
smooth finish on MG paper allows the paper to work well in certain coating and
printing applications.
Paper produced on the Fourdrinier paper machine does not have a glazed
finish. Paper produced on the Fourdrinier paper machine is Machine Finished
("MF"). MF paper works well in a broad range of applications including
publishing, writing paper and certain printing applications.
The Paper Products Business sells its products to a wide range of
paper converting companies throughout the United States, including the Company's
Flexible Packaging Business. These sales are conducted through the Company's
sales personnel. The largest concentration of the Company's customers can be
found in the Midwestern states of Wisconsin, Illinois, Missouri and Ohio. The
Paper Products Business contributed 85% of the Company's net sales in 2001.
Flexible Packaging Business
The Company's Flexible Packaging Business complements the Company's
Paper Products Business by adding value to certain paper grades by printing and
converting paper and paper products manufactured. The Flexible Packaging
Business purchased during 2001 $2,946,000 of paper and paper products from the
Paper Products Business. The Company's Flexible Packaging Business is able to
print on a variety of surfaces, including paper and plastic, and to manufacture
polyethylene bags.
The Flexible Packaging Business sells its products to a wide range of
consumer products companies throughout the United States. The largest
concentration of the Company's customers can be found in the Midwestern states
of Wisconsin, Illinois, Missouri and Ohio. During 2001, paper purchased from the
Paper Products Business accounted for 73% of the Flexible Packaging Business'
net sales. The Flexible Packaging Business contributed 15% of the Company's net
sales in 2001.
The Company's foreign net sales are immaterial to its operations.
Competition
Paper Products Business
Badger's manufactured paper products are highly sensitive to
competition from numerous sources, including other paper products and products
of other composition. Product quality, price, volume and service are all
competitive factors. Badger's paper production represents less than 1% of the
production capacity in the United States for these products. Competition for all
grades of paper manufactured by the Company include International Paper
Corporation, Georgia-Pacific Corporation, Wausau-Mosinee Paper Corporation and
smaller, non-integrated paper companies. Many of the Company's larger
competitors have greater financial, technical, marketing and public relation
resources, larger client bases and greater brand or name recognition than
Badger.
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Flexible Packaging Business
The Flexible Packaging Business has an immaterial share of the total
market. The Company's largest competitors in this business segment include Bemis
Company, Inc., Menasha Corporation and several small printing companies.
Raw Materials; Inventory
Paper Products Business
The principal raw material used in Badger's Paper Products Business is
pulp. Badger utilizes a variety of fibers to meet the formulation requirements
of the papers it produces. Northern and southern softwood and hardwood pulps,
pre-consumer and post-consumer recycled pulps and hard white rolls make up the
total fiber requirements. Badger purchases all its fiber requirements on the
open market.
Other raw materials are purchased directly from manufacturers and
distributors. Badger has at least two sources of supply for major items.
Shortages of pulp or certain chemicals (including petrochemicals) could have an
adverse effect on Badger's ability to manufacture its products, and could
adversely affect product mix. Although Badger does not anticipate any material
near-term increases in pulp prices, it believes that the long-term trend likely
will be higher pulp prices.
Flexible Packaging Business
The primary raw materials used in the Company's Flexible Packaging
Business are paper, nonwovens (a replacement for textile), polyethylene and
printing inks. Raw materials are purchased directly from manufacturers. Paper
from the Peshtigo Facilities is a raw material for some of the products
manufactured in the Flexible Packaging Business.
In-process and finished goods inventory at the end of 2001 was
equivalent to approximately 32 days of production, compared to 41 days in 2000.
Energy
Badger is a large consumer of energy, including electricity, natural
gas and fuel oil. In 2001, 8.2% of Badger's cost of sales represented energy
costs compared to 7.1% of Badger's cost of sales in 2000. Badger purchases
electricity from local public utilities, and it purchases natural gas from
various sources in the United States and Canada. Two dual-fueled boilers capable
of burning natural gas or fuel oil and one natural gas boiler supply the
Peshtigo Facilities' heating and manufacturing requirements. Natural gas costs
increased 61.5% in the second half of 2000. As a result, Badger elected to use
fuel oil in its boilers during the first quarter of 2001. Using fuel oil instead
of natural gas resulted in cost savings to the Company. As natural gas prices
declined during 2001, it became cost effective for the Company to use natural
gas to fuel its boilers.
Although Badger experienced temporary interruptions of electrical
service in the summer of 2001 and 2000 due to regional shortages of electricity
during peak demand periods, the Company believes that current sources of
electricity, natural gas and fuel oil are adequate to meet its needs. Such
interruptions caused the Company to temporarily stop the manufacture of paper.
There is no damage to equipment during these temporary power interruptions.
Badger could experience similar interruptions in the future.
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Patents
The Company possesses certain patents and licenses used in connection
with its business, none of which individually or in the aggregate are material.
Research and Development
The Company maintains a dedicated technical staff of employees charged
with the responsibility of researching and developing new products. The Company
also relies on outside consultants from time to time for special research and
development projects. The Company's technical staff also refines and improves
existing products in response to customer requirements and market demands. The
Company spent $469,000 in 2001, $762,000 in 2000 and $532,000 in 1999 on product
research and development activities.
A significant percentage of the Company's research and development
costs are spent working on concepts and designs for new and/or improved paper
products for customers. Since many of the Company's customers for paper products
are converters, these customers need trial production runs of paper products to
evaluate how the Company's new or modified paper products perform in actual use
on the customers' paper-converting machinery and equipment. If such trial
production runs are unsuccessful, the Company charges the associated costs to
research and development. If such trial production runs are successful, the
Company sells the product to the customers. Revenues from successful trial
production runs are included in sales and the associated costs are accounted for
in cost of sales.
Backlog
As of December 31, 2001, the dollar value of the Company's order
backlog was approximately $2,837,000 as compared to $1,678,000 and $2,106,000 at
December 31, 2000 and 1999, respectively.
Customers
In 2001, 2000 and 1999, no customer represented over 10% of Badger's
net sales.
Environmental Matters
Paper Products Business
In 2000, the Company received final regulatory approval from the
Wisconsin Department of Natural Resources ("WDNR") of its Title V air operating
permit for its Peshtigo, Facilities. The permit does not require the Company to
install new or additional pollution control equipment, and as such, the Company
is responsible for the costs associated with routine monitoring, record keeping
and reporting requirements. These costs are minimal.
Prior to January 30, 2002, effluent flow from Badger's Peshtigo
Facilities was directed into a joint municipal wastewater treatment plant, which
Badger operated under contract with the City of Peshtigo, Wisconsin. Effective
January 30, 2002, Badger sold this wastewater treatment plant to the City of
Peshtigo for approximately $1,250,000; however, Badger continues to operate this
wastewater treatment plant under contract with the City of Peshtigo. Management
believes this wastewater treatment plant continues to meet or exceed all
currently applicable environmental requirements and that Badger's use of the
treatment plant is in compliance with all regulatory requirements. In 2000,
Badger renewed its wastewater discharge permit for this wastewater treatment
plant.
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In January 2000, the WDNR approved a final closure report filed by the
Company with respect to its former Harbor Road Landfill. The WDNR will continue
to review the effectiveness of this closure. If the WDNR subsequently determines
that the closure was ineffective, then the WDNR may require the Company to
undertake further remedial actions. Based on the Company's consultant's report
(dated April 1999), the Company estimated that the potential future cost of such
future environmental remedial efforts (assuming that the WDNR determines that
the closure was ineffective) was approximately $300,000. The Company has not
subsequently updated this consultant's report. The Company has provided a letter
of credit to the WDNR, currently in the amount of $164,305 but subject to
incremental increases in the future up to $300,000, to ensure that funds are
available for future remedial actions should they become necessary.
The Company also has a requirement to clean up fuel oil contamination
on Company property. The estimated cost associated with the clean up of the
contamination is $10,000.
The Company's Peshtigo Facilities are located near the Lower Fox
River/Green Bay Area of Concern ("AOC"). Pursuant to the Great Lakes Water
Quality Agreement, forty-three AOC's have been identified and are located
throughout the Great Lakes Basin. The Company has not been identified by WDNR or
the United States Environmental Protection Agency ("EPA") as responsible for the
environmental problems within the Lower Fox/Green Bay AOC.
The Company does not anticipate any capital expenditures for pollution
control equipment during the next two fiscal years.
Flexible Packaging Business
The Company was issued an air operating permit by the WDNR for its
Oconto Falls Facilities. The permit expires on January 29, 2006. The permit
limits emissions so that the facility is considered a "synthetic minor" under
the EPA's Title V air permit program. The permit authorizes the operation of the
flexographic printing process at the facility.
Badger believes it has in force all of the necessary environmental
permits from Federal, state and local authorities, and does not anticipate any
problem with reissuance of any permits.
Employees
As of December 31, 2001, the Company had 288 employees.
Paper Products Business
Of the 234 employees at the Peshtigo Facilities, 177 were covered by
six-year collective bargaining contracts running through May 2002.
Flexible Packaging Business
The Oconto Falls Facilities employed 54 personnel, none of whom were
covered by a collective bargaining contract.
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