BLESSINGS CORP
10-Q, 1997-08-12
UNSUPPORTED PLASTICS FILM & SHEET
Previous: BIOSPHERICS INC, 10QSB, 1997-08-12
Next: BOEING CO, SC 13D, 1997-08-12



                                    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, 1997

                                                        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)

                                  757 887 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, 1997

Common stock, $.71 par value                       10,114,803


<PAGE>

                              BLESSINGS CORPORATION
                                      INDEX

                                                                    PAGE NUMBER

PART I:                 FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheets
          June 30, 1997 and December 31, 1996                              1

          Consolidated Condensed Statements of
          Earnings - three and six months ended June 30, 1997 and June
          30, 1996                                                         2

          Consolidated Condensed Statements of
          Cash Flows - three and six months ended June 30, 1997 and June
          30, 1996                                                         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 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, 1997      December 31, 1996*
                                         ----------------    -------------------
                                             (Unaudited)            (Audited)

ASSETS
Current Assets:
  Cash & cash equivalents                  $  5,931,900           $  5,801,800
  Accounts receivable less allowance for
    doubtful accounts of $1,718,000 &
    $1,541,000                               20,224,600             22,832,200
  Inventories                                13,832,300             12,905,700
  Prepaid deferred taxes                      1,417,900              1,417,900
  Prepaid expenses                              949,300              1,723,700

                                           ------------           --------------
      Total Current Assets                   42,356,000             44,681,300
                                           ------------           --------------

Property, plant and equipment less
  accumulated depreciation & amortization
  of $41,442,900 & $36,596,200               85,700,000             80,573,600
Goodwill net of accumulated amortization
  of $3,189,600 and $2,659,500               23,315,700             23,845,800
Deferred taxes                                7,531,900              7,565,400
Other assets                                  1,473,400              1,410,600

                                           ------------           --------------
      Total Assets                         $160,377,000           $158,076,700
                                           ============           ==============
LIABILITIES & SHAREHOLDERS' EQUITY 
Current Liabilities:
  Accounts payable and accrued expenses    $ 21,287,600           $ 25,025,800
  Short-term bank note                        1,465,000                  --
  Income taxes payable                        1,302,800                528,700
  Current installments on long-term debt      3,386,800              3,744,300
  Deferred taxes                              1,085,300              1,024,200

                                           ------------           --------------
      Total Current Liabilities              28,527,500             30,323,000
                                           ------------           --------------

Long-term debt                               32,690,600             34,253,100
Deferred taxes on income                      8,393,000              8,373,800
Deferred supplemental pension liability       2,258,800              1,950,700
Minority interest                            12,999,800             11,427,700
Shareholders' Equity:
  Common stock                                7,252,500              7,252,500
  Additional paid in capital                  5,967,200              6,012,900
  Translation loss                           (6,255,900)            (6,255,900)
  Retained earnings                          69,547,900             65,631,200

                                           ------------           --------------
                                             76,511,700             72,640,700
Common stock in treasury at cost             (1,004,400)              (892,300)

                                           -------------          --------------
      Total Shareholders' Equity             75,507,300             71,748,400
                                           -------------          --------------
      Total Liabilities and Shareholders'
        Equity                             $160,377,000           $158,076,700
                                           =============          ==============

See accompanying Notes to Consolidated Condensed Financial Statements.

*The balance  sheet at December  31, 1996 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                                  6 Months Ended
                                              ---------------------------------------------  ---------------------------------------
                                                June 30, 1997          June 30, 1996           June 30, 1997           June 30, 1996
                                                --------------         --------------          --------------          -------------
<S>                                              <C>                    <C>                      <C>                     <C>    
Continuing Operations:
Net sales                                        $43,185,000             $36,253,400             $88,261,700             $75,786,700
                                                 -----------             -----------             -----------             -----------
Cost of sales                                     30,617,400              26,355,000              62,127,700              52,692,600
 Selling, general and administrative               7,968,500               6,888,900              15,494,100              13,489,200
 Foreign exchange (gain) loss                        (53,400)                122,700                 158,100                 165,300
 Interest & dividends - net                          728,900                 651,900               1,443,900               1,373,700
                                                 -----------             -----------             -----------             -----------
   Total costs and expenses                       39,261,400              34,018,500              79,223,800              67,720,800
                                                 -----------             -----------             -----------              ----------

Earnings from operations before provision for
 taxes on income and minority interest             3,923,600               2,234,900               9,037,900               8,065,900
                                                 -----------             -----------             -----------              ----------

Taxes on income
 Current                                           1,568,300                 617,100               3,521,000               2,745,900
 Deferred                                            (37,900)                235,900                  28,100                 826,200
                                                 ------------            -----------             -----------              ----------
   Total taxes                                     1,530,400                 853,000               3,549,100               3,572,100
                                                 ------------            -----------             -----------              ----------

Minority interest in net income of subsidiary        773,400                 366,300               1,572,100               1,241,500
                                                 ------------            -----------             -----------              ----------

Net earnings                                     $ 1,619,800             $ 1,015,600            $  3,916,700            $  3,252,300
                                                 ============            ===========            ============            ============

Average number of shares of common
 stock outstanding                                10,114,869              10,164,637              10,120,128              10,152,196
                                                 ============            ===========            ============            ============

Common stock outstanding at close of period       10,118,669              10,168,504              10,118,669              10,168,504
                                                 ============            ===========            ============            ============

Net earnings per share                                 $ .16                   $ .10                   $ .39                   $ .32
                                                  ===========            ===========            ============            ============

Dividends per share                                       --                   $ .10                      --                   $ .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                              6 Months Ended
                                                        -----------------------------------   --------------------------------------
                                                        June 30, 1997       June 30, 1996         June 30, 1997       June 30, 1996
                                                        -------------       --------------        -------------       -------------
Cash flows from operating activities:
  <S>                                                    <C>                 <C>                  <C>                 <C>    
  Net earnings from operations                           $ 1,619,800         $ 1,015,600          $  3,916,700        $  3,252,300
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                        2,636,500           2,213,700             5,281,200           4,516,400
      Amortization - goodwill                                265,100             265,000               530,100             530,100
      Amortization - other                                    15,000               1,000                30,000               6,000
      Minority interest in net income of con-
        solidated subsidiary                                 773,400             366,300             1,572,100           1,241,500
      Provision for losses on accounts receivable             90,000              90,000               307,500             180,000
      (Gain) loss on sale of assets                          131,700              (2,600)              132,700             (21,600)
    Change in assets and liabilities:
      (Increase) decrease in accounts receivable           1,610,700            (346,100)            2,211,000            (496,600)
      (Increase) decrease in inventories                     408,200            (952,600)             (952,300)         (2,727,100)
      (Increase) decrease in prepaid expenses                367,400            (230,300)              577,800            (340,700)
       Increase (decrease) in accounts payable
        & accrued expenses                                  (512,500)         (2,053,000)           (3,405,000)         (1,351,100)
      Increase (decrease) in taxes on income                  56,500            (820,300)            1,265,100             493,200
      Increase (decrease) in deferred taxes
        on income                                            (37,900)             72,300                28,100             628,700
      (Increase) decrease in other assets                    (27,600)            105,300              (100,900)            (27,400)
      Increase (decrease) in other liabilities              (466,700)           (140,600)             (202,100)            129,800
                                                         ------------         -----------         ------------         ------------
Net cash prov. (req.) by operating activities              6,929,600            (416,300)           11,192,000           6,013,500
                                                         ------------         -----------         ------------         ------------

Cash flows from investing activities:
  Proceeds from disposition of fixed assets                  118,800               7,200               137,000              30,900
      Capital expenditures                                (5,284,700)         (4,810,300)          (10,550,000)         (8,277,200)
                                                         ------------         -----------         ------------         ------------
Net cash required by investing activities                 (5,165,900)         (4,803,100)          (10,413,000)         (8,246,300)
                                                         ------------         -----------         ------------         ------------

Cash flows from financing activities:
  Increase (decrease) in short-term debt                    (535,000)              --                1,465,000           2,078,200
  Reduction of long-term debt                               (995,500)         (1,535,900)           (1,919,900)        (13,270,900)
  Proceeds from issuance of long-term debt                     --                  --                    --             20,000,000
  Issuance and acquisition of treasury stock
    - net                                                    (67,400)            (15,700)             (157,800)            414,800
  Dividends paid                                               --             (1,016,300)                --             (2,028,700)
                                                         ------------         -----------         ------------        ------------
Net cash prov. (req.) by financing activities             (1,597,900)         (2,567,900)             (612,700)          7,193,400
                                                         ------------         -----------         ------------        ------------
Effect of exchange rate changes on cash                       (8,600)             (9,000)              (36,200)              4,400
                                                         -----------          -----------         ------------        ------------
Net incr. (decr.) in cash and cash equivalents               157,200          (7,796,300)              130,100           4,965,000
Cash and cash equivalents at beginning of period           5,774,700          16,078,200             5,801,800           3,316,900
                                                         ===========         ============         ============        ============
Cash and cash equivalents at end of period               $ 5,931,900         $ 8,281,900          $  5,931,900        $  8,281,900
                                                         ===========         ============         ============        ============
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
                                                                             
<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,  1997,  the
         consolidated  condensed  statements  of earnings  for the three and six
         months  ended June 30, 1997 and 1996,  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,  1997,  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, 1996.

2.       The Financial  Accounting  Standards Board recently issued Statement of
         Financial  Accounting  Standards No. 128 "Earnings Per Share", which is
         effective for financial  statements for both interim and annual periods
         ending after December 15, 1997.  Early adoption of the statement is not
         permitted.  The Company has applied  this  statement  to the 1996 first
         half  and  annual  results  and to the  1997  first  half  results  and
         determined  that  the  adoption  of this  statement  would  not  have a
         material  impact  on the  earnings  per  share  calculations  for these
         periods.   After   adoption,   all  prior  period  earnings  per  share
         calculations will be restated to comply with this statement.

3.       In 1996 the Company translated 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.
         Due to  hyper-inflation  in Mexico,  the Company changed the functional
         currency from the peso to the dollar  effective in January,  1997. As a
         result of this change, translation gains and losses previously recorded
         in shareholders' equity are now recorded in income.

4.       The results of operations for  the six months  ended June 30,  1997 are
         not necessarily indicative of the results to be  expected for the  full
         year.


<PAGE>



5.       Inventories:

                                      June 30, 1997          December 31, 1996

          Raw Materials               $  9,189,600              $ 10,050,500
          Finished Goods                 4,642,700                 2,855,200
                                      ------------              ------------
                                      $ 13,832,300              $ 12,905,700
                                      ============              ============
6.       Long-term debt:

                                      June 30, 1997          December 31, 1996
           Long-term debt consists
           of the following:

           6.55% Note due 2002         $ 10,000,000             $ 10,000,000
           7.22% Note due 2008           10,000,000               10,000,000
           NEPSA Credit Agreement        15,625,000               17,187,500
           Mexico Bank Loans                452,400                  809,900
                                       ------------             ------------
                                       $ 36,077,400             $ 37,997,400
           Less installments due
           within one year                3,386,800                3,744,300
                                       ------------             ------------
           Due after one year          $ 32,690,600             $ 34,253,100
                                       ============             ============

         For further  details,  see Note 6 of the Annual Report to  Shareholders
for the fiscal year ended December 31, 1996.

7.       Shareholders' Equity

         During  the six  months  ended  June  30,  1997,  shareholders'  equity
increased as follows:

Net earnings                                            $ 3,916,700
Issuance and acquisition of treasury
     stock - net                                           (157,800)
                                                        ------------
          Total increase in shareholders' equity        $ 3,758,900
                                                        ============


<PAGE>


8.       Interest and Dividends - Net

                                                            3 Months Ended
                                                            --------------
                                                  June 30, 1997    June 30, 1996
                                                  -------------    -------------
          Interest expense                          $ 872,100        $ 913,200
          Interest income                            (143,200)        (250,900)
          Dividend income                               --             (10,400)
          Total interest and                        ---------        --------- 
            dividends - net                         $ 728,900        $ 651,900
                                                    =========        =========

                                                            6 Months Ended
                                                            --------------
                                                  June 30, 1997    June 30, 1996
                                                  -------------    -------------
          Interest expense                         $1,718,400       $1,901,300
          Interest income                            (274,500)        (511,600)
          Dividend income                               --             (16,000)
          Total interest and                       ----------       ----------
            dividends - net                        $1,443,900       $1,373,700
                                                   ==========       ==========

9.       During the three and six months ending June 30, 1997,  the    effective
         tax rate was 39.0% and 39.3%  respectively  compared to 38.2% and 44.3
         respectively during the same periods ending June 30, 1996. 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 is being amortized on a straight-line basis over
         its estimated life of 25 years.

11.      Cash payments for interest and income taxes were:

                                                            3 Months Ended
                                                            --------------
                                                  June 30, 1997    June 30, 1996
                                                  -------------    -------------
          Interest                                 $  547,200       $  549,300
          Income tax                               $1,129,800       $3,315,000

                                                            6 Months Ended
                                                            --------------
                                                  June 30, 1997    June 30, 1996
                                                  -------------    -------------
          Interest                                 $1,792,200       $1,284,900
          Income tax                               $1,674,100       $4,259,200


<PAGE>



                                    REVIEW BY

                                      INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Consolidated  Condensed Financial Statements as of June 30, 1997 and for the
three and six months 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, 1997,  and the related
consolidated  condensed  statements of earnings and cash flows for the three and
six months  ended June 30, 1997 and 1996.  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, 1996, 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  21, 1997,  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, 1996 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 18, 1997


<PAGE>





July 18, 1997



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 three and six
months  ended June 30, 1997 and 1996,  as indicated in our report dated July 18,
1997;  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,  1997,  is
incorporated by reference in the following Registration Statements:

                           Form:           Registration Statement No.:

                            S-8                   33-41762
                            S-8                   33-54108
                            S-8                   33-70328
                            S-8                   33-85382
                            S-8                   33-85384
                            S-8                   33-12387
                            S-8                   33-31303

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  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                                                
                                               3 Months Ended                                                       Percent
                                ---------------------------------------------------------------------------    Increase/(Decrease)
                                June 30, 1997           Percent            June 30, 1996            Percent          1997/1996
                                -------------           -------            -------------            -------          ---------
<S>                              <C>                      <C>                <C>                      <C>              <C>   
Net Sales                        $43,185,000              100.0              $36,253,400              100.0             19.1

Cost of sales                     30,617,400               70.9               26,355,000               72.7             16.2
                                 -----------            --------             -----------           ---------

Gross margin                      12,567,600               29.1                9,898,400               27.3             27.0

Other costs and
  expenses                         8,644,000               20.0                7,663,500               21.1             12.8
                                 -----------            --------             -----------           ---------

Earnings from operations
  before taxes on income
  and minority interest            3,923,600                9.1                2,234,900                6.2             75.6

Taxes on income                    1,530,400                3.5                  853,000                2.4             79.4
                                 -----------            --------             -----------           ---------

Minority interest in net
  income of subsidiary               773,400                1.8                  366,300                1.0            111.1
                                 -----------            --------             -----------           ---------

Net earnings                     $ 1,619,800                3.8              $ 1,015,600                2.8             59.5
                                 ===========            ========             ===========           =========          ======     

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                MANAGEMENT'S DISCUSSION AND ANALYS
                          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                                          Relationship to Net Sales                                                   
                                               6 Months Ended                                                         Percent
                                ---------------------------------------------------------------------------    Percentase/(Decrease)
                                June 30, 1997           Percent            June 30, 1996            Percent          1997/1996
                                -------------           -------            -------------            -------          ---------
<S>                              <C>                      <C>                <C>                      <C>              <C>
Net Sales                        $88,261,700              100.0              $75,786,700              100.0             16.5

Cost of sales                     62,127,700               70.4               52,692,600               69.5             17.9
                                 -----------           --------              -----------          ---------

Gross margin                      26,134,000               29.6               23,094,100               30.5             13.2

Other costs and
  expenses                        17,096,100               19.4               15,028,200               19.8             13.8
                                 -----------           --------              -----------          ---------

Earnings from operations
  before taxes on income
  and minority interest            9,037,900               10.2                8,065,900               10.6             12.1

Taxes on income                    3,549,100                4.0                3,572,100                4.7              (.6)
                                  ----------            --------             -----------           ---------

Minority interest in net
  income of subsidiary             1,572,100                1.8                1,241,500                1.6             26.6
                                 -----------            --------             -----------           ---------

Net earnings                     $ 3,916,700                4.4              $ 3,252,300                4.3             20.4
                                ============            ========             ===========           =========          =======    

</TABLE>

<PAGE>


RESULTS OF OPERATIONS:

Except for the historical information contained herein, the matters discussed in
this  quarterly  report  are  forward-looking  statements  that are based upon a
number of assumptions  concerning future conditions that ultimately may prove to
be  inaccurate,  and which  involve risks and  uncertainties,  including but not
limited to  economic,  competitive,  governmental  regulation,  legal,  currency
valuations  and  technological   factors  affecting  the  Company's  operations,
markets,  products,  services  and prices,  and other  factors  discussed in the
Company's filings with the Securities and Exchange Commission.

Net Sales:

         Net sales for the second  quarter  ended June 30,1997  increased  19.1%
over the second quarter 1996. Through the first half, net sales were up by 16.5%
over the comparable  period of 1996.  The  improvement in 1997 was primarily the
result  of a  domestic  unit  volume  increase  of 13%  over  the  prior  year's
performance  despite the  elimination  of certain low margin  product  segments.
NEPSA,  the Company's 60% owned  Mexican  subsidiary,  realized a 5% unit volume
increase over the first half of 1996  reflecting an improved  Mexican economy as
well as NEPSA's improving market share in its major diaper segment.

Operating Costs and Expenses:

         Gross  margin for the second  quarter  was 29.1%,  an  increase  of 1.8
percentage  points over last year's second quarter.  The higher gross margin was
achieved  despite near historic high resin costs and was primarily the result of
the elimination of certain low margin product segments from the sales mix. Other
costs and expenses declined as a percentage of sales reflecting the higher sales
and production levels achieved both domestically and in Mexico.

Taxes on Income:

         The effective tax rate for the first half of 1997 was 39.3% compared to
44.3% for the first half of last year.  The  decreased  rate was  primarily  the
result  of  an  increase  in  depreciation  expense  for  tax  purposes  due  to
inflationary  indexation  of fixed  assets in  Mexico  and the  availability  of
domestic tax credits.

Liquidity and Capital Resources:

     As of June 30,  1997,  the  Company  had  working  capital  of  $13,828,500
compared  to  $14,358,300  at  year-end,  a decrease of  $529,800.  The ratio of
current assets to current  liabilities at the end of the quarter and at year-end
was 1.5 to 1. During the quarter the Company decreased its borrowing against its
revolving credit line to $1 million, leaving $24 million available. In addition,
the Company was utilizing  $465,000  against its $12 million  short-term  credit
line at the end of the quarter.

<PAGE>
PART II.                                          OTHER INFORMATION

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                          (a) Blessings Corporation's annual meeting of security
                           holders was held on May 20, 1997.

                           (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 8,581,851 in the affirmative,
                         282,244 in  the negative and 532,846 abstained to adopt
                         the 1997 Long-Term Incentive Plan. There were no broker
                         non-votes.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                         (a)  Exhibits:

                             27.      Financial Data Schedule

                         (b) Reports on Form 8-K:  There were no reports on Form
                         8-K for the three months ended June 30, 1997.




<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:        August 12, 1997   /s/Wayne A. Durboraw
                              ---------------------------------------         
                              Wayne A. Durboraw, Controller



DATED:        August 12, 1997   /s/James P. Luke
                              ---------------------------------------
                              James P. Luke, Executive Vice President
                                  (Principal Financial Officer)



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       5,931,900
<SECURITIES>                                         0
<RECEIVABLES>                               21,942,600
<ALLOWANCES>                                 1,718,000
<INVENTORY>                                 13,832,300
<CURRENT-ASSETS>                            42,356,000
<PP&E>                                     127,142,900
<DEPRECIATION>                              41,442,900
<TOTAL-ASSETS>                             160,377,000
<CURRENT-LIABILITIES>                       28,527,500
<BONDS>                                     32,690,600
                                0
                                          0
<COMMON>                                     7,252,500
<OTHER-SE>                                  68,254,800
<TOTAL-LIABILITY-AND-EQUITY>               160,377,000
<SALES>                                     43,185,000
<TOTAL-REVENUES>                            43,185,000
<CGS>                                       30,617,400
<TOTAL-COSTS>                               39,261,400
<OTHER-EXPENSES>                             8,644,000
<LOSS-PROVISION>                             1,718,000
<INTEREST-EXPENSE>                             728,900
<INCOME-PRETAX>                              3,923,600
<INCOME-TAX>                                 1,530,400
<INCOME-CONTINUING>                          1,619,800
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,619,800
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                      .16
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission