FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 7, 1995
-------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-4684
---------------------------------------
Blessings Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-5566477
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Enterprise Drive, Newport News, VA 23603
(Address of principal executive offices)
(Zip Code)
804 887 2100
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if
changed since last report)
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding as of November 7, 1995
----- ----------------------------------
Common stock, $.71 par value 10,123,888
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BLESSINGS CORPORATION
INDEX
PAGE NUMBER
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
October 7, 1995 and December 31, 1994 1
Consolidated Condensed Statements of
Earnings - twelve and forty weeks
ended October 7, 1995 and October 8,
1994 2
Consolidated Condensed Statements of
Cash Flows - twelve and forty weeks
ended October 7, 1995 and October 8,
1994 3
Notes to Consolidated Condensed
Financial Statements 4
Review by Independent Certified
Public Accountants 7
Independent Accountants' Report 8
Letter in Lieu of Consent of
Independent Public Accountants 9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
PART II: OTHER INFORMATION
Item 2. Changes in Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
- 1 -
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PART I. FINANCIAL INFORMATION
BLESSINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
October 7, 1995 December 31, 1994*
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash & cash equivalents $ 3,339,600 $ 6,975,800
Accounts receivable less allowance for
doubtful accounts of $1,148,800 &
$1,170,700 20,501,000 21,253,500
Inventories 11,392,100 15,865,600
Prepaid deferred taxes 760,800 760,800
Prepaid expenses 857,000 1,425,400
------------ -------------
Total Current Assets 36,850,500 46,281,100
------------ -------------
Property, plant and equipment (less
accumulated depreciation & amortization
of $37,901,000 & $33,271,400) 71,458,600 75,021,700
Goodwill 25,171,100 25,966,200
Deferred taxes 3,669,000 2,173,700
Other assets 2,489,500 2,113,600
------------- -------------
Total Assets $139,638,700 $151,556,300
============= =============
LIABILITIES & SHAREHOLDERS' EQUITY (Current Liabilities:)
Accounts payable and accrued expenses $ 18,450,100 $ 23,504,800
Short-term bank note 2,000,000 --
Income taxes payable 510,600 1,960,200
Current installments on long-term debt 6,161,000 8,650,400
-------------- -------------
Total Current Liabilities 27,121,700 34,115,400
-------------- -------------
Long-term debt 23,367,000 26,475,800
Deferred taxes on income 7,553,200 7,103,700
Deferred supplemental pension liability 1,525,100 1,573,100
Minority interest 8,755,300 9,918,100
Shareholders' Equity:
Common stock 7,252,500 7,250,400
Additional paid in capital 6,204,300 6,196,100
Translation loss (4,930,500) (2,687,500)
Retained earnings 63,940,600 61,847,100
------------- -------------
72,466,900 72,606,100
Common stock in treasury at cost (1,150,500) (235,900)
------------- -------------
Total Shareholders' Equity 71,316,400 72,370,200
------------- -------------
Total Liabilities and Shareholders'
Equity $139,638,700 $151,556,300
============= =============
See Independent Accountants' Review Report and Notes to Consolidated Condensed
Financial Statements.
*The balance sheet at December 31, 1994 has been taken from audited Financial
Statements at that date, and condensed.
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- -
BLESSINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
12 Weeks Ended 12 Weeks Ended 40 Weeks Ended 40 Weeks Ended
October 7, 1995 October 8, 1994 October 7, 1995 October 8, 1994
---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Continuing Operations:
Net sales $36,767,700 $45,121,700 $120,553,300 $107,430,000
----------- ----------- ------------ ------------
Cost of sales 27,731,800 31,859,800 86,047,600 72,110,100
Selling, general and administrative 6,252,800 6,820,000 18,990,600 18,538,800
Foreign exchange (gain) loss 331,000 -- 3,268,700 --
Interest & dividends - net 712,100 704,700 1,928,900 1,106,900
----------- ----------- ------------ ------------
Total costs and expenses 35,027,700 39,384,500 110,235,800 91,755,800
----------- ----------- ----------- ------------
Earnings from continuing operations before prov
ision for taxes on income and minority interest 1,740,000 5,737,200 10,317,500 15,674,200
----------- ----------- ------------ ------------
Taxes on income
Current 671,400 2,884,600 4,576,300 6,726,000
Deferred 241,800 (455,000) 282,500 (397,400)
----------- ----------- ------------- ------------
Total taxes 913,200 2,429,600 4,858,800 6,328,600
----------- ----------- ------------- ------------
Minority interest in net income of subsidiary 414,800 506,000 1,329,400 506,000
----------- ----------- ------------- ------------
Net earnings from continuing operations 412,000 2,801,600 4,129,300 8,839,600
----------- ----------- ------------- ------------
Discontinued Operations:
Earnings from operation of discontinued
Geri-Care Products Division less applicable
taxes on income -- 18,500 -- 206,500
Profit on sale of discontinued Geri-Care Products
Division less applicable taxes on income -- -- -- 91,700
----------- ----------- ------------- ------------
Net earnings from discontinued operations -- 18,500 -- 298,200
----------- ----------- ------------- ------------
Net earnings $ 412,000 $ 2,820,100 $ 4,129,300 $ 9,137,800
=========== =========== ============= ============
Average number of shares of common
stock outstanding 10,126,421 10,169,806 10,169,648 9,929,804
=========== =========== ============= ============
Common stock outstanding at close of period 10,123,888 10,173,272 10,123,888 10,173,272
=========== =========== ============= ============
Earnings per share on common stock:
From continuing operations $ .05 $ .28 $ .41 $ .90
From operations of discontinued Geri-Care
Products Division -- -- -- .02
Profit on sale of discontinued Geri-Care
Products Division -- -- -- .01
------------ ------------ ------------- ------------
Net earnings per share $ .05 $ .28 $ .41 $ .93
============ ============ ============= ============
Dividends per share $ .10 $ .0875 $ .30 $ .255
============ ============ ============= ============
See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>
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<CAPTION>
BLESSINGS CORPORATION & SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
12 Weeks Ended 12 Weeks Ended 40 Weeks Ended 40 Weeks Ended
October 7, 1995 October 8, 1994 October 7, 1995 October 8, 1994
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 412,000 $ 2,820,100 $ 4,129,300 $ 9,137,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of discontinued operations -- -- -- (91,700)
Depreciation and amortization 1,924,400 2,024,300 6,242,700 5,374,700
Amortization - goodwill 265,000 -- 795,100 --
Amortization - other 6,700 282,400 21,800 309,000
Minority interest in net income of con-
solidated subsidiary 414,800 506,000 1,329,400 506,000
Provision for losses on accounts receivable 106,200 71,600 419,200 481,600
(Gain) loss on sale of assets (700) -- (4,300) --
Change in assets and liabilities:
(Increase) decrease in accounts receivable (863,900) (3,226,700) (1,442,500) (3,102,200)
(Increase) decrease in inventories 2,033,000 1,500 3,548,300 (1,888,300)
(Increase) decrease in prepaid expenses (296,500) 139,600 565,900 (794,400)
Increase (decrease) in accounts payable
& accrued expenses 4,200,500 560,200 (1,382,500) 2,887,200
Increase (decrease) in taxes on income (1,253,700) (887,400) (1,236,300) 63,800
Increase (decrease) in deferred taxes
on income 239,500 (455,000) 601,700 (397,400)
(Increase) decrease in other assets (87,600) (560,800) (744,400) (1,435,600)
Increase (decrease) in other liabilities (26,300) 92,400 (20,600) 374,500
---------- ----------- ----------- -----------
Net cash provided by operating activities 7,073,400 1,368,200 12,822,800 11,425,000
---------- ----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of discontinued operation -- 3,391,800 -- 3,391,800
Increase in notes receivable -- (550,000) -- (550,000)
Proceeds from the sale of trading securities -- 500,000 -- 6,800,000
Proceeds from disposition of fixed assets 601,200 (500) 1,064,700 1,383,900
Capital expenditures (3,686,700) (2,260,700) (9,524,100) (9,991,700)
Payments made for the acquisition of Mexican
subsidiary net of cash received -- 530,900 -- (38,779,900)
---------- ----------- ----------- -----------
Net cash required by investing activities (3,085,500) 1,611,500 (8,459,400) (37,745,900)
---------- ----------- ----------- -----------
Cash flows from financing activities:
Short-term borrowings (428,100) (2,000,000) 3,971,900 --
Reduction of long-term debt (1,823,400) (1,539,600) (6,838,400) (3,814,600)
Proceeds from issuance of long-term debt -- 1,072,500 -- 26,072,500
Issuance of common stock under stock
option plan -- 400,300 30,800 494,700
Issuance and acquisition of treasury stock - net (343,200) (501,600) (935,100) (368,100)
Dividends paid (1,015,100) (890,700) (3,056,400) (2,526,400)
---------- ----------- ------------ -----------
Net cash prov. (req.) by financing activities (3,609,800) (3,459,100) (6,827,200) 19,858,100
----------- ----------- ------------ -----------
Effect of exchange rate changes on cash (68,300) (609,800) (1,172,400) (609,800)
----------- ----------- ------------ ------------
Net incr. (decr.) in cash and cash equivalents 309,800 (1,089,200) (3,636,200) (7,072,600)
Cash and cash equivalents at beginning of period 3,029,800 4,281,400 6,975,800 10,264,800
----------- ----------- ------------ -----------
Cash and cash equivalents at end of period $ 3,339,600 $ 3,192,200 $ 3,339,600 $ 3,192,200
=========== =========== ============ ===========
See Independent Accountants' Review Report and Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
BLESSINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(See Independent Accountants' Report)
1. The consolidated condensed balance sheet as of October 7, 1995, the
consolidated condensed statements of earnings for the twelve and forty
week periods ended October 7, 1995, and October 8, 1994, and the
consolidated condensed statements of cash flows for the twelve and
forty week periods then ended have been prepared by the company without
audit. Nacional de Envases, S.A. de C.V. (NEPSA), the company's 60%
owned Mexican subsidiary prepares its financial statements monthly.
Consequently, NEPSA's third quarter ended September 30, 1995. In the
opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at October 7, 1995, and for all
periods presented have been made. The company considers all highly
liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. For accounting policies, see Notes to
Consolidated Financial Statements in the company's Annual Report to
Shareholders for the fiscal year ended December 31, 1994.
2. The company translates foreign currency financial statements by
translating balance sheet accounts at the current exchange rate and
income statement accounts at the average exchange rate for the quarter.
Translation gains and losses are recorded in shareholders' equity, and
transaction gains and losses are reflected in income.
3. The results of operations for the forty weeks ended October 7, 1995 are
not necessarily indicative of the results to be expected for the full
year.
4. Inventories October 7, 1995 December 31, 1994
--------------- -----------------
Raw Materials $ 7,706,500 $ 12,464,900
Finished Goods 3,685,600 3,400,700
------------ ------------
$ 11,392,100 $ 15,865,600
============ ============
Inventories are stated at the lower of cost or market. The cost of
inventories is determined by the first-in, first-out method (FIFO).
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5. Long-term debt:
October 7, 1995 December 31, 1994
--------------- -----------------
<S> <C> <C>
Long-term debt consists of the following:
Georgia Loan $ 2,250,000 $ 3,250,000
Virginia Loan 2,700,000 3,900,000
6% Term Loan 208,300 1,041,700
NEPSA Credit Agreement 21,093,800 23,437,500
Mexico Bank Loans 3,275,900 3,497,000
------------ ------------
$ 29,528,000 $ 35,126,200
Less installments due within one year
6,161,000 8,650,400
------------ ------------
Due after one year $ 23,367,000 $ 26,475,800
============ ============
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<CAPTION>
Effective on October 25, 1995, the company replaced the $6 million revolving credit line with a $25 million revolving
credit line. For further details, see Note 6 of the Annual Report to Shareholders for the fiscal year ended December 31,
1994.
6. Shareholders' Equity
During the forty weeks ended October 7, 1995, shareholders' equity
decreased as follows:
<S> <C>
Net earnings $ 4,129,300
Dividends declared (2,035,800)
Issuance of common stock under stock option plan
30,800
Issuance and acquisition of treasury stock - net
(935,100)
Translation loss (2,243,000)
Total decrease in shareholders' equity $(1,053,800)
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7. Interest and Dividends - Net
12 Weeks Ended 12 Weeks Ended
October 7, 1995 October 8, 1994
--------------- ---------------
<S> <C> <C>
Interest expense $ 813,000 $ 743,800
Interest income (100,900) 39,100)
---------- ----------
Total interest and
dividends - net $ 712,100 $ 704,700
========== ==========
40 Weeks Ended 40 Weeks Ended
October 7, 1995 October 8, 1994
--------------- ---------------
Interest expense $2,413,500 $1,382,700
Interest income (484,600) (251,400)
Dividend income -- (24,400)
----------- ----------
Total interest and
dividends - net $1,928,900 $1,106,900
========== ==========
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8. During the twelve and forty week periods ending October 7, 1995, the
effective tax rate was 52.5% and 47.1% respectively compared to 42.3%
and 40.4% respectively during the twelve and forty week periods ending
October 8, 1994. Income taxes have been computed based on the estimated
annual effective tax rate.
9. The purchase of NEPSA on July 5, 1994, resulted in $26,505,300 of good-
will. This amount will be amortized on a straight-line basis over its
estimated life of 25 years.
10. On August 5, 1994 the company sold the assets of the Geri-Care Products
Division. Geri-Care's net results for the first half of 1994 are
reflected under Discontinued Operations. During the first three
quarters of 1994 the division reported net sales of $7,920,300 and
pre-tax earnings of $489,300.
11. Cash payments for interest and income taxes were:
12 Weeks Ended 12 Weeks Ended
October 7, 1995 October 8, 1994
--------------- ---------------
Interest $ 760,100 $ 793,700
Income tax $1,886,400 $3,246,300
40 Weeks Ended 40 Weeks Ended
October 7, 1995 October 8, 1994
--------------- ---------------
Interest $2,391,200 $1,388,700
Income tax $5,505,600 $6,393,000
<PAGE>
REVIEW BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Consolidated Condensed Financial Statements as of October 7, 1995 and for
the twelve and forty week periods then ended have been reviewed prior to filing
by Deloitte & Touche LLP, Independent Certified Public Accountants, in
accordance with established professional standards and procedures for such a
review.
The report of Deloitte & Touche LLP commenting upon their review is included as
Part I - Exhibit 1.
<PAGE>
Independent Accountants' Report
To the Board of Directors
Blessings Corporation
Newport News, Virginia
We have reviewed the accompanying consolidated condensed balance sheet of
Blessings Corporation and subsidiaries as of October 7, 1995, and the related
consolidated condensed statements of earnings and cash flows for the twelve and
forty weeks ended October 7, 1995 and October 8, 1994. These financial
statements are the responsibility of the Corporation's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Blessings Corporation and
subsidiaries as of December 31, 1994, and the related consolidated statements of
earnings, shareholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated March 1, 1995, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated condensed balance
sheet as of December 31, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which is has been derived.
Deloitte & Touche LLP
Richmond, Virginia
October 26, 1995
<PAGE>
October 26, 1995
Board of Directors
Blessings Corporation
Newport News, Virginia
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Blessings Corporation and subsidiaries for the twelve and forty
weeks ended October 7, 1995 and October 8, 1994, as indicated in our report
dated October 26, 1995; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended October 7, 1995, is
incorporated by reference in the Registration Statement (Post-Effective
Amendment Number 11 to Form S-8 on Form S-3).
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act, is not considered a part of the Registration Statement
prepared or certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche, LLP
Richmond, Virginia
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY:
The following tables set forth for the period indicated 1) the amounts and percentages which certain items reflected in
the financial data bear to net sales of the Company and 2) the percentage increase (decrease) of such items as compared
to the indicated prior period:
Relationship to Net Sales Percent
Period Ended Increase/(Decrease)
12 Weeks Ended 12 Weeks Ended
October 7, 1995 Percent October 8, 1994 Percent 1995/1994
--------------- ------- --------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $36,767,700 100.0 $45,121,700 100.0 (18.5)
Cost of sales 27,731,800 75.4 31,859,800 70.6 (13.0)
--------------- ------- ------------ -------
Gross margin 9,035,900 24.6 13,261,900 29.4 (31.9)
Other costs and
expenses 7,295,900 19.8 7,524,700 16.7 (3.0)
--------------- ------- ------------ -------
Earnings from continu-
ing operations before
taxes on income and
minority interest 1,740,000 4.7 5,737,200 12.7 (69.7)
Taxes on income 913,200 2.5 2,429,600 5.4 (62.4)
--------------- ------- ------------ --------
Minority interest in net
income of subsidiary 414,800 1.1 506,000 1.1 (18.0)
--------------- ------- ------------ --------
Net earnings from contin-
uing operations 412,000 1.1 2,801,600 6.2 (85.3)
Profit from discontinued
operations -- -- 18,500 N/A N/A
--------------- ------- ------------ --------
Net earnings $ 412,000 1.1 $ 2,820,100 6.2 (85.4)
=============== ======= ============ ======== =======
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<CAPTION>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Relationship to Net Sales Percent
Period Ended Increase/(Decrease)
40 Weeks Ended 40 Weeks Ended
October 7, 1995 Percent October 8, 1994 Percent 1995/1994
--------------- ------- --------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $120,553,300 100.0 $107,430,000 100.0 12.2
Cost of sales 86,047,600 71.4 72,110,100 67.1 19.3
--------------- ------- ------------------- --------
Gross margin 34,505,700 28.6 35,319,900 32.9 (2.3)
Other costs and
expenses 24,188,200 20.1 19,645,700 18.3 23.1
--------------- ------- ------------------- -------
Earnings from continu-
ing operations before
taxes on income and
minority interest 10,317,500 8.6 15,674,200 14.6 (34.2)
Taxes on income 4,858,800 4.0 6,328,600 5.9 (23.2)
--------------- ------- ------------------- -------
Minority interest in net
income of subsidiary 1,329,400 1.1 506,000 .5 N/A
--------------- ------- ------------------- -------
Net earnings from contin-
uing operations 4,129,300 3.4 8,839,600 8.2 (53.3)
Profit from discontinued
operations -- -- 298,200 .3 N/A
--------------- ------- ------------------- -------
Net earnings $ 4,129,300 3.4 $ 9,137,800 8.5 (54.8)
=============== ======== =================== ======= =========
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RESULTS OF OPERATIONS:
Net Sales:
Net sales declined by 18.5% compared to the same quarter last year and
increased by 12.2% compared to the third quarter year-to-date of 1994. The
decline in quarterly sales was the result of excess domestic capacity of plastic
film serving the healthcare market resulting from downgauging in direct response
to higher raw material costs as well as from product redesign by healthcare
disposable manufacturers. In addition, sales of the company's 60% owned Mexican
subsidiary, NEPSA, were adversely effected by a weak Mexican economy. The
year-to-date increase in sales was the result of consolidation of total net
sales from NEPSA in 1995, while consolidated sales in 1994 included results from
July through December, due to the purchase of that business effective July 5,
1994.
Operating Costs and Expenses:
Gross margin declined by 4.3 percentage points from the unusually high
results reported through the three quarters ending October 8, 1994. This decline
was the result of the company's inability to pass through all of the polyolefin
price increases which have occurred since the first quarter last year and weaker
demand for film products discussed above. The company has instituted rigid cost
controls in an effort to recapture some of this margin erosion. Other costs and
expenses have increased by 1.8 percentage points due primarily to the inclusion
of $3,268,700 of foreign exchange loss caused by erosion of the peso against the
dollar since the beginning of the year, $795,100 of goodwill amortization and
$1,416,400 of increased interest expense associated with the purchase of NEPSA
in the third quarter year-to-date results.
Taxes on Income:
The effective tax rate for the three quarters ending October 7, 1995
was 47.1% compared to 40.4% for the three quarters ending October 8, 1994. The
increase in 1995 was primarily the result of a higher effective tax rate
associated with NEPSA and the related non-deductible goodwill amortization.
Liquidity and Capital Resources:
As of October 7, 1995, the company had working capital of $9,728,800
compared to $12,165,700 at year-end, a decrease of $(2,436,900). The ratio of
current assets to current liabilities at the end of the quarter and at year-end
was 1.4 to 1. The company was not utilizing any of its $6 million revolving
credit line, however, the company was utilizing $2 million of its $7 million
short-term credit at October 7, 1995.
Effective on October 25, 1995, the company replaced the $6 million
revolving credit line with a $25 million revolving credit line. This new line
will not only provide the company with the necessary resources to finance
capital expenditures, but also gives the company the ability to react quickly to
new market opportunities as they become available.
<PAGE>
PART II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
Long-term debt agreements contain various restrictive
covenants limiting the incurrence of additional indebtedness,
mergers and acquisitions. The agreements also include
quarterly tests relating to the maintenance of working
capital, equity, and fixed charge and interest coverage
ratios.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit Number
2 Stock Purchase Agreement by and Among Manuel
Villarreal Castaneda, et al, as Sellers, and
Blessings Corporation, as Purchaser, dated June 30,
1994; filed with the Commission as an Exhibit to Form
8-K filed July 8, 1994, such Exhibit is incorporated
herein by reference.
3(i) Certificate of Incorporation of Blessings Corporation
with all Amendments through Amendment dated December
15, 1994; filed with the commission as an Exhibit to
Form 10K for the year ended December 31, 1994, such
Exhibit is incorporated herein by reference.
3(ii) Bylaws of Blessings Corporation as amended through
July 8, 1993; filed with the Commission as an Exhibit
to Form S-8 Registration Statement filed October 15,
1993, such Exhibit is incorporated herein by
reference.
4 Not applicable
10(a) Blessings Corporation Cost Recovery Supplemental
Retirement Income Plan; filed with the commission as
an Exhibit to Form 10K for the year ended December
31, 1994, such Exhibit is incorporated herein by
reference.
10(b) Blessings Corporation 1991 Stock Option Plan; filed
with the Commission as an Exhibit to Form S-8
Registration Statement filed July 15, 1991, such
Exhibit is incorporated herein by reference.
10(c) Blessings Corporation 1993 Incentive Plan; filed with
the Commission as an Exhibit to Form S-8 Registration
Statement filed October 15, 1993, such Exhibit is
incorporated herein by reference.
10(d) 1993 Restricted Stock Plan for Non-Employee and
Certain Other Directors of Blessings Corporation;
filed with the Commission as an Exhibit to Form S-8
Registration Statement filed October 17, 1994, such
Exhibit is incorporated herein by reference.
10(e) Blessings Corporation 1993 Restricted Stock Plan for
Key Employee; filed with the Commission as an Exhibit
to Form S-8 Registration Statement filed October 17,
1994, such Exhibit is incorporated herein by
reference.
10(f) Term Loan Agreement dated August 18, 1994, between
Chase Manhattan Bank, N.A. and First Fidelity Bank,
N.A., New Jersey; filed with the commission as an
Exhibit to Form 10K for the year ended December 31,
1994, such Exhibit is incorporated herein by
reference.
10(g) Revolving Credit Agreement dated October 31, 1993,
between Chase Manhattan Bank, N.A. and First Fidelity
Bank, N.A., New Jersey; filed with the commission as
an Exhibit to Form 10K for the year ended December
31, 1994, such Exhibit is incorporated herein by
reference.
10(h) Term Loan Agreement dated December 23, 1992, between
First Fidelity Bank, N.A., New Jersey; filed with the
commission as an Exhibit to Form 10K for the year
ended December 31, 1994, such Exhibit is incorporated
herein by reference.
10(i) Credit Agreement dated October 19, 1990, between
Chase Manhattan Bank, N.A.; filed with the commission
as an Exhibit to Form 10K for the year ended December
31, 1994, such Exhibit is incorporated herein by
reference.
10(j) Credit Agreement dated August 7, 1990, between Chase
Manhattan Bank, N.A.; filed with the commission as an
Exhibit to Form 10K for the year ended December 31,
1994, such Exhibit is incorporated herein by
reference.
11 Not required - explanation of earnings per share
computation is contained in Notes to Consolidated
Financial Statements
15 A report by Independent Certified Public Accountants
filed in Part I.
18 Not applicable
19 Not applicable
22 Not applicable
23 Not applicable
(b) Reports on Form 8-K: Registrant filed one Current
Report on Form 8-K, dated October 3, 1995, relating
to a press release regarding the company's projected
earnings for the third quarter.
<PAGE>
S I G N A T U R E S
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this to be signed on its behalf by the undersigned
thereunto duly authorized.
BLESSINGS CORPORATION
DATED: November 17, 1995 /s/Wayne A. Durboraw
----------------- ----------------------------------------
Wayne A. Durboraw, Controller
DATED: November 17, 1995 /s/James P. Luke
----------------- ----------------------------------------
James P. Luke, Executive Vice President
(Principal Financial Officer)
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<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JUL-16-1995
<PERIOD-END> OCT-7-1995
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