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 June 30, 1996
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 August 1, 1996
Common stock, $.71 par value 10,168,504
<PAGE>
BLESSINGS CORPORATION
INDEX
PAGE NUMBER
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 30, 1996 and December 30, 1995 1
Consolidated Condensed Statements of
Earnings - three and six months ended June 30, 1996 and
twelve and twenty-eight weeks ended July 15, 1995 2
Consolidated Condensed Statements of
Cash Flows - three and six months ended June 30, 1996
and twelve and twenty-eight weeks ended July 15, 1995 3
Notes to Consolidated Condensed
Financial Statements 4
Review by Independent Certified
Public Accountants 8
Independent Accountants' Report 9
Letter in Lieu of Consent of Independent
Public Accountants 10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11
PART II: OTHER INFORMATION
Item 2. Changes in Securities 14
Item 4. Submission of Matters to A Vote by
Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE>
PART I. FINANCIAL INFORMATION
BLESSINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30, 1996 December 30, 1995*
----------------- ------------------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash & cash equivalents $ 8,281,900 $ 3,316,900
Accounts receivable less allowance for
doubtful accounts of $1,247,200 &
$1,172,600 21,469,000 21,134,500
Inventories 12,171,000 9,439,100
Prepaid deferred taxes 878,200 878,200
Prepaid expenses 1,284,300 943,400
--------------- ------------
Total Current Assets 44,084,400 35,712,100
--------------- ------------
Property, plant and equipment less
accumulated depreciation & amortization
of $39,449,800 & $34,996,500 72,960,400 69,148,100
Goodwill net of accumulated amortization
of $2,129,400 and $1,599,300 24,375,900 24,906,000
Deferred taxes 4,381,300 4,429,200
Other assets 1,922,500 1,898,800
--------------- ------------
Total Assets $147,724,500 $136,094,200
=============== ============
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 14,961,700 $ 16,284,700
Income taxes payable 828,200 701,200
Current installments on long-term debt 3,508,500 7,477,500
--------------- ------------
Total Current Liabilities 19,298,400 24,463,400
--------------- ------------
Long-term debt 36,434,900 23,747,400
Deferred taxes on income 7,924,800 7,134,700
Deferred supplemental pension liability 2,055,800 1,769,700
Minority interest 9,415,900 8,094,600
Shareholders' Equity:
Common stock 7,252,500 7,252,500
Additional paid in capital 6,012,900 6,174,900
Translation loss (5,998,900) (6,070,800)
Retained earnings 65,901,900 64,678,300
--------------- ------------
73,168,400 72,034,900
Common stock in treasury at cost (573,700) (1,150,500)
--------------- ------------
Total Shareholders' Equity 72,594,700 70,884,400
--------------- ------------
Total Liabilities and Shareholders'
Equity $147,724,500 $136,094,200
=============== ============
See Independent Accountants' Review Report and Notes to Consolidated Condensed
Financial Statements.
*The balance sheet at December 30, 1995 has been taken from audited Financial
Statements at that date, and condensed.
<PAGE>
<TABLE>
<CAPTION>
BLESSINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
3 Months Ended 12 Weeks Ended 6 Months Ended 28 Weeks Ended
June 30, 1996 July 15, 1995 June 30, 1996 July 15, 1995
--------------- ------------- --------------- --------------
Continuing Operations:
<S> <C> <C> <C> <C>
Net sales $36,253,400 $38,729,000 $75,786,700 $83,785,600
------------ ----------- ------------ --------------
Cost of sales 26,355,000 27,375,400 52,692,600 58,315,800
Selling, general and administrative 6,888,900 5,824,100 13,489,200 12,737,800
Foreign exchange (gain) loss 122,700 (25,000) 165,300 2,937,700
Interest & dividends - net 651,900 584,900 1,373,700 1,216,800
------------ ------------ ------------ --------------
Total costs and expenses 34,018,500 33,759,400 67,720,800 75,208,100
------------ ------------ ------------ --------------
Earnings from operations before provision for
taxes on income and minority interest 2,234,900 4,969,600 8,065,900 8,577,500
------------ ------------ ------------ --------------
Taxes on income
Current 617,100 2,341,300 2,745,900 3,904,900
Deferred 235,900 13,500 826,200 40,700
------------ ------------ ------------- --------------
Total taxes 853,000 2,354,800 3,572,100 3,945,600
------------ ------------ ------------- --------------
Minority interest in net income of subsidiary 366,300 818,700 1,241,500 914,600
------------ ------------ ------------- --------------
Net earnings $ 1,015,600 $ 1,796,100 $ 3,252,300 $ 3,717,300
============ ============ ============= ==============
Average number of shares of common
stock outstanding 10,164,637 10,164,954 10,152,196 10,188,174
============ ============ ============= ==============
Common stock outstanding at close of period 10,168,504 10,151,121 10,168,504 10,151,121
============ ============ ============= ==============
Net earnings per share $ .10 $ .17 $ .32 $ .36
============ ============ ============= ==============
Dividends per share $ .10 $ .10 $ .20 $ .20
============ ============ ============= ==============
See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BLESSINGS CORPORATION & SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
3 Months Ended 12 Weeks Ended 6 Months Ended 28 Weeks Ended
June 30, 1996 July 15, 1995 June 30, 1996 July 15, 1995
--------------- -------------- --------------- --------------
Cash flows from operating activities:
<S> <C> <C> <C> <C>
Net earnings from operations $ 1,015,600 $ 1,796,100 $ 3,252,300 $ 3,717,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,213,700 1,944,800 4,516,400 4,318,300
Amortization - goodwill 265,000 265,100 530,100 530,100
Amortization - other 1,000 7,200 6,000 15,100
Minority interest in net income of con-
solidated subsidiary 366,300 818,700 1,241,500 914,600
Provision for losses on accounts receivable 90,000 195,200 180,000 313,000
(Gain) loss on sale of assets (2,600) 2,300 (21,600) (3,600)
Change in assets and liabilities:
(Increase) decrease in accounts receivable (346,100) (2,873,300) (496,600) (578,600)
(Increase) decrease in inventories (952,600) 1,125,100 (2,727,100) 1,515,300
(Increase) decrease in prepaid expenses (230,300) 516,200 (340,700) 862,400
Increase (decrease) in accounts payable
& accrued expenses (2,053,000) (2,509,000) (1,351,100) (5,583,000)
Increase (decrease) in taxes on income (820,300) (321,900) 493,200 17,400
Increase (decrease) in deferred taxes
on income 72,300 335,000 628,700 362,200
(Increase) decrease in other assets 105,300 (449,100) (27,400) (656,800)
Increase (decrease) in other liabilities (140,600) 12,200 129,800 5,700
---------------- -------------- --------------- ---------------
Net cash prov. (req.) by operating activities (416,300) 864,600 6,013,500 5,749,400
---------------- -------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from disposition of fixed assets 7,200 438,300 30,900 463,500
Capital expenditures (4,810,300) (2,976,400) (8,277,200) (5,837,400)
---------------- -------------- --------------- ---------------
Net cash required by investing activities (4,803,100) (2,538,100) (8,246,300) (5,373,900)
---------------- -------------- --------------- ---------------
Cash flows from financing activities:
Short-term borrowings -- 4,400,000 2,078,200 4,400,000
Reduction of long-term debt (1,535,900) (2,072,400) (13,270,900) (5,015,000)
Proceeds from issuance of long-term debt -- -- 20,000,000 --
Issuance of common stock under stock
option plan -- -- -- 30,800
Issuance and acquisition of treasury stock
- net (15,700) (658,400) 414,800 (591,900)
Dividends paid (1,016,300) (1,020,700) (2,028,700) (2,041,300)
---------------- -------------- --------------- ---------------
Net cash prov. (req.) by financing activities (2,567,900) 648,500 7,193,400 (3,217,400)
---------------- -------------- --------------- ---------------
Effect of exchange rate changes on cash (9,000) 311,500 4,400 (1,104,100)
---------------- -------------- --------------- ---------------
Net incr. (decr.) in cash and cash equivalents (7,796,300) (713,500) 4,965,000 (3,946,000)
Cash and cash equivalents at beginning of period 16,078,200 3,743,300 3,316,900 6,975,800
---------------- -------------- --------------- ---------------
Cash and cash equivalents at end of period $ 8,281,900 3,029,800 $ 8,281,900 $ 3,029,800
================ ============== =============== ===============
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 June 30, 1996, the
consolidated condensed statements of earnings for the three and six
month periods ended June 30, 1996, and the twelve and twenty-eight week
periods ended July 15, 1995, and the consolidated condensed statements
of cash flows for the same periods then ended have been prepared by the
company without audit. The consolidated financial statements include
Nacional de Envases, S.A. de C.V. (NEPSA), the company's 60% owned
Mexican subsidiary. 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
June 30, 1996, 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 30, 1995.
2. Effective with the beginning of the current year, the company changed
its accounting periods from four weeks to one month each with the
fiscal year now being a calendar year. Accordingly, under the new
calendar year, the company's quarters are each comprised of three
calendar months of thirteen weeks each ending March 31, June 30,
September 30, and December 31. Formerly, the company's first quarter
was comprised of sixteen weeks, and the remaining three quarters were
each comprised of twelve weeks. Therefore, the quarter ending July 15,
1995 consisted of twelve weeks compared to the quarter ending June 30,
1996 which is comprised of thirteen weeks. Year-to-date amounts in 1996
consist of six months or twenty-six weeks, while year-to-date amounts
in 1995 consisted of twenty-eight weeks. Due to the relative similarity
of the two periods in 1995 and 1996 last year's results were not
recast.
3. 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.
4. The results of operations for the six months ended June 30, 1996 are
not necessarily indicative of the results to be expected for the full
year.
5. Inventories June 30, 1996 December 30, 1995
------------- -----------------
Raw Materials $ 8,147,900 $ 6,377,600
Finished Goods 4,023,100 3,061,500
------------ ------------
$ 12,171,000 $ 9,439,100
============ ============
Inventories are stated at the lower of cost or market. The cost of
inventories is determined by the first-in, first-out method (FIFO).
6. Long-term debt:
June 30, 1996 December 30, 1995
Long-term debt consists
of the following:
Georgia Loan $ -- $ 2,250,000
Virginia Loan -- 2,700,000
6.55% Note due 2002 10,000,000 --
7.22% Note due 2008 10,000,000 --
NEPSA Credit Agreement 18,750,000 20,312,500
Revolving Credit -- 3,000,000
Mexico Bank Loans 1,193,400 2,962,400
------------ ------------
$ 39,943,400 $ 31,224,900
Less installments due
within one year 3,508,500 7,477,500
------------ ------------
Due after one year $ 36,434,900 $ 23,747,400
============ ============
For further details, see Note 6 of the Annual Report to Shareholders
for the fiscal year ended December 30, 1995.
<PAGE>
7. Shareholders' Equity
During the six months ended June 30, 1996, shareholders' equity
increased as follows:
Net earnings $ 3,252,300
Dividends declared (2,028,700)
Issuance of common stock under stock
option plan --
Issuance and acquisition of treasury
stock - net 414,800
Translation loss 71,900
------------
Total increase in shareholders' equity $ 1,710,300
8. Interest and Dividends - Net
3 Months Ended 12 Weeks Ended
June 30, 1996 July 15, 1995
-------------- --------------
Interest expense $ 913,200 $ 789,100
Interest income (250,900) (204,200)
Dividend income (10,400) --
Total interest and ---------- ----------
dividends - net $ 651,900 $ 584,900
========== ==========
6 Months Ended 28 Weeks Ended
June 30, 1996 July 15, 1995
-------------- --------------
Interest expense $1,901,300 $1,600,500
Interest income (511,600) (383,700)
Dividend income (16,000) --
Total interest and ---------- ----------
dividends - net $1,373,700 $1,216,800
========== ==========
9. During the three and six month periods ending June 30, 1996, the
effective tax rate was 38.2% and 44.3% respectively compared to 47.4%
and 46.0% respectively during the twelve and twenty-eight week periods
ending July 15, 1995. Income taxes have been computed based on the
estimated annual effective tax rate.
10. The purchase of NEPSA on July 5, 1994, resulted in $26,505,300 of
goodwill. This amount will be amortized on a straight-line basis
over its estimated life of 25 years.
<PAGE>
11. Cash payments for interest and income taxes were:
3 Months Ended 12 Weeks Ended
June 30, 1996 July 15, 1995
-------------- --------------
Interest $ 549,300 $ 762,200
Income tax $3,315,000 $2,261,200
6 Months Ended 28 Weeks Ended
June 30, 1996 July 15, 1995
-------------- --------------
Interest $1,284,900 $1,631,100
Income tax $4,259,200 $3,619,200
<PAGE>
REVIEW BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Consolidated Condensed Financial Statements as of June 30, 1996 and for the
three and six month 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 June 30, 1996, and the related
consolidated condensed statements of earnings and cash flows for the three and
six months ended June 30, 1996 and the twelve and twenty-eight weeks July 15,
1995. 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 30, 1995, 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 February 20, 1996, 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 30, 1995 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
July 26, 1996
<PAGE>
July 26, 1996
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 three and six months
ended June 30, 1996 and the twelve and twenty-eight weeks July 15, 1995, as
indicated in our report dated July 26, 1996; 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 June 30, 1996, 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
<PAGE>
<TABLE>
<CAPTION>
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)
___________________________________________________________________________ ___________________
3 Months Ended 12 Weeks Ended
June 30, 1996 Percent July 15, 1995 Percent 1996/1995
------------- ------- -------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $36,253,400 100.0 $38,729,000 100.0 (6.4)
Cost of sales 26,355,000 72.7 27,375,400 70.7 (3.7)
------------- -------- ------------ -------
Gross margin 9,898,400 27.3 11,353,600 29.3 (12.8)
Other costs and
expenses 7,663,500 21.1 6,384,000 16.5 20.0
------------- -------- ------------ -------
Earnings from operations
before taxes on income
and minority interest 2,234,900 6.2 4,969,600 12.8 (55.0)
Taxes on income 853,000 2.4 2,354,800 6.1 (63.8)
------------- -------- ------------ -------
Minority interest in net
income of subsidiary 366,300 1.0 818,700 2.1 (55.3)
------------- -------- ------------ -------
Net earnings $ 1,015,600 2.8 $ 1,796,100 4.6 (43.5)
============= ======== ============ ======= ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Relationship to Net Sales Percent
Period Ended Increase/(Decrease
______________________________________________________________________________ __________________
6 Months Ended 28 Weeks Ended
June 30, 1996 Percent July 15, 1995 Percent 1996/1995
-------------- ------- -------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $75,786,700 100.0 $83,785,600 100.0 (9.5)
Cost of sales 52,692,600 69.5 58,315,800 69.6 (9.6)
----------- ------- ----------- ------
Gross margin 23,094,100 30.5 25,469,800 30.4 (9.3)
Other costs and
expenses 15,028,200 19.8 16,892,300 20.2 (11.0)
----------- ------- ----------- -------
Earnings from operations
before taxes on income
and minority interest 8,065,900 10.6 8,577,500 10.2 (6.0)
Taxes on income 3,572,100 4.7 3,945,600 4.7 (9.5)
----------- ------- ----------- -------
Minority interest in net
income of subsidiary 1,241,500 1.6 914,600 1.1 35.7
----------- ------- ----------- -------
Net earnings $ 3,252,300 4.3 $ 3,717,300 4.4 (12.5)
=========== ======= =========== ======= ======
</TABLE>
<PAGE>
RESULTS OF OPERATIONS:
Net Sales:
Net sales for the second quarter ended June 30,1996 decreased 6.4% from
the second quarter 1995 as a result of lower sales volume in the company's 60%
owned Mexican subsidiary Nacional de Envases de Plasticos, S.A. de C.V. (NEPSA).
While domestic demand has remained relatively constant with last year's results,
NEPSA continues to be adversely affected by a sluggish Mexican economy. At the
same time, lower raw material costs have resulted in lower sales prices, thus
lowering net sales dollars.
Operating Costs and Expenses:
Gross margin was down compared to the same quarter last year as the
company responded to competitive pressures in the healthcare industry to protect
market share. In addition, the gross margin was negatively impacted by decreased
sales of higher margin printed products in Mexico. The company is actively
addressing these issues by securing new customers in new markets and focusing on
total cost productivity.
Other costs and expenses were higher in the second quarter of 1996
compared to the second quarter of 1995 in both dollars and as a percentage of
sales due primarily to an additional week's expenses reflected in 1996 and lower
net sales. See Notes to Consolidated Condensed Financial Statements, Note 2 on
page 4.
Taxes on Income:
The effective tax rate for the first half of 1996 was 44.3% compared to
46.0% for the first half of last year. The decrease was primarily the result of
a lower effective tax rate due to an increase in the availability of tax credits
in Mexico.
Liquidity and Capital Resources:
As of June 30, 1996, the company had working capital of $24,786,000
compared to $11,248,700 at year-end, an increase of $13,537,300. The ratio of
current assets to current liabilities at the end of the quarter was 2.3 to 1 and
at year-end was 1.5 to 1. The increase in working capital was the result of the
company entering into two $10,000,000 long-term notes in connection with a Note
Purchase Agreement closed on February 2, 1996 with a major insurance company.
Part of the proceeds were used to repay existing debt leaving approximately
$12,500,000 to be used to finance major capital projects. The company was not
utilizing any of its $25 million revolving credit line or $10 million short-term
credit at the end of the quarter.
<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 net worth and
cash flow.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Blessings Corporation's annual meeting of security
holders was held on May 21, 1996.
(b) Proxies were solicited by Blessings' management
pursuant to Regulation 14 under the Securities
Exchange Act of 1934. There was no solicitation in
opposition to management's eleven (11) nominees for
directors as listed in the proxy statement and all
such nominees were elected.
(c) The shareholders voted 8,321,647 in the
affirmative, 354,907 in the negative and 735,190
abstained to adopt the 1995 Non-Employee Directors
Stock Option Plan.
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 16, 1995,
between Wachovia Bank of Georgia, 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 30, 1995, such Exhibit is incorporated
herein by reference.
10(i)NotePurchase Agreement dated February 2, 1996, between
Principal Mutual Life Insurance Company, filed with
the commission as an Exhibit to Form 10Q for the
quarter ended March 31, 1996, 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
(b) Reports on Form 8-K: There were no reports on Form
8-K for the three months ended June 30, 1996.
<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.
DATED: August 12, 1996 /s/Wayne A. Durboraw
Wayne A. Durboraw, Controller
DATED: August 12, 1996 /s/James P. Luke
James P. Luke, Executive Vice President
(Principal Financial Officer)
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 8,281,900
<SECURITIES> 0
<RECEIVABLES> 22,716,200
<ALLOWANCES> 1,247,200
<INVENTORY> 12,171,000
<CURRENT-ASSETS> 44,084,400
<PP&E> 112,410,200
<DEPRECIATION> 39,449,800
<TOTAL-ASSETS> 147,724,500
<CURRENT-LIABILITIES> 19,298,400
<BONDS> 36,434,900
0
0
<COMMON> 7,252,500
<OTHER-SE> 65,342,200
<TOTAL-LIABILITY-AND-EQUITY> 147,724,500
<SALES> 36,253,400
<TOTAL-REVENUES> 36,253,400
<CGS> 26,355,000
<TOTAL-COSTS> 34,018,500
<OTHER-EXPENSES> 7,663,500
<LOSS-PROVISION> 1,247,200
<INTEREST-EXPENSE> 913,200
<INCOME-PRETAX> 2,234,900
<INCOME-TAX> 853,000
<INCOME-CONTINUING> 1,015,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,015,600
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
