BLESSINGS CORP
10-Q, 1997-11-12
UNSUPPORTED PLASTICS FILM & SHEET
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                                   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           September 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)

                                  757 887 210
- -------------------------------------------------------------------------------
              (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 1, 1997
- ----------------------------            -------------------------------------

Common stock, $.71 par value                          10,116,800


<PAGE>

                              BLESSINGS CORPORATION
                                      INDEX

                                                                 PAGE NUMBER

PART I:    FINANCIAL INFORMATION

  Item 1.  Financial Statements

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

           Consolidated Condensed Statements of
           Earnings - three and nine months ended
           September 30, 1997 and September 30, 1996                  2

           Consolidated Condensed Statements of
           Cash Flows - three and nine months ended
           September 30, 1997 and September 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 6.  Exhibits and Reports on Form 8-K                          14
<PAGE>

                          PART I. FINANCIAL INFORMATION
                     BLESSINGS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                            September 30, 1997      December 30,
                                                                       1996*
                                           --------------------  ---------------
                                                 (Unaudited)          (Audited)
ASSETS
Current Assets:
  Cash & cash equivalents                    $  5,096,900         $  5,801,800
  Accounts receivable less allowance for
    doubtful accounts of $1,811,000 &
    $1,541,000                                 21,959,800           22,832,200
  Inventories                                  12,400,200           12,905,700
  Prepaid deferred taxes                        1,417,900            1,417,900
  Prepaid expenses                              1,635,900            1,723,700

                                             ------------         ------------
      Total Current Assets                     42,510,700           44,681,300
                                             ------------         ------------

Property, plant and equipment less
  accumulated depreciation & amortization
  of $43,915,800 & $36,596,200                 87,822,200           80,573,600
Goodwill net of accumulated amortization
  of $3,454,600 and $2,659,500                 23,050,700           23,845,800
Deferred taxes                                  7,254,500            7,565,400
Other assets                                    1,717,800            1,410,600

                                             ------------         ------------
      Total Assets                           $162,355,900         $158,076,700
                                             ============         ============
LIABILITIES & SHAREHOLDERS' EQUITY Current Liabilities:
  Accounts payable and accrued expenses      $ 22,636,400         $ 25,025,800
  Income taxes payable                          1,388,100              528,700
  Current installments on long-term debt        3,291,500            3,744,300
  Deferred taxes                                1,170,000            1,024,200

                                             ------------         -------------
      Total Current Liabilities                28,486,000           30,323,000
                                             ------------         -------------

Long-term debt                                 31,909,400           34,253,100
Deferred taxes on income                        8,399,100            8,373,800
Deferred supplemental pension liability         2,265,000            1,950,700
Minority interest                              13,872,500           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                            71,509,900           65,631,200

                                             -------------        -------------
                                               78,473,700           72,640,700
Common stock in treasury at cost               (1,049,800)            (892,300)

                                             -------------        -------------
      Total Shareholders' Equity               77,423,900           71,748,400
                                             -------------        -------------
      Total Liabilities and Shareholders'
        Equity                               $162,355,900         $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                          9 Months Ended
                                                       -----------------------------------  ---------------------------------------
                                                  September 30,          September 30,         September 30,          September 30,
                                                       1997                   1996                  1997                   1996
                                                -----------------      ----------------      -----------------      ----------------
Continuing Operations:
<S>                                               <C>                     <C>                    <C>                  <C>  
Net sales                                         $43,707,700             $40,008,000            $131,969,400         $115,794,700
                                                  -----------             -----------            ------------         ------------
  Cost of sales                                    31,946,100              30,162,600              94,073,800           82,855,200
  Selling, general and administrative               6,869,500               7,029,200              22,363,600           20,518,400
  Foreign exchange (gain) loss                       (139,400)                 75,800                  18,700              241,100
  Interest & dividends - net                          663,300                 636,800               2,107,200            2,010,500
                                                  -----------             -----------            ------------         ------------
    Total costs and expenses                       39,339,500              37,904,400             118,563,300          105,625,200
                                                  -----------             -----------            ------------         ------------
Earnings from operations before provision for
  taxes on income and minority interest             4,368,200               2,103,600              13,406,100           10,169,500
                                                  -----------             -----------            ------------         ------------

Taxes on income
  Current                                           1,331,700               1,658,300               4,852,700            4,404,200
  Deferred                                            201,800              (1,162,400)                229,900             (336,200)
                                                  -----------             -----------            ------------         ------------
     Total taxes                                    1,533,500                 495,900               5,082,600            4,068,000
                                                  -----------             -----------            ------------         ------------

Minority interest in net income of subsidiary         872,700                 430,400               2,444,800            1,671,900
                                                  -----------             -----------            ------------         ------------

Net earnings                                      $ 1,962,000             $ 1,177,300            $  5,878,700         $  4,429,600
                                                  ===========             ===========            ============         ============

Average number of shares of common
  stock outstanding                                10,114,803              10,159,871              10,118,353           10,154,754
                                                  ===========             ===========            ============         ============

Common stock outstanding at close of period        10,114,803              10,142,604              10,114,803           10,142,604
                                                  ===========             ===========            ============         ============

  Net earnings per share                                $ .19                   $ .12                   $ .58                $ .44
                                                  ===========             ===========            ============         ============

  Dividends per share                                   $  --                   $ .10                   $  --                $ .30
                                                  ===========             ===========            ============         ============

  See accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                  BLESSINGS CORPORATION & SUBSIDIARIES
                                             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                              3 Months Ended                                9 Months Ended
                                                     ----------------------------------             --------------------------------
                                                     September 30,        September 30,              September 30,    September 30,
                                                          1997                 1996                       1997             1996
                                                     -------------        -------------              -------------    --------------
Cash flows from operating activities:
<S>                                                  <C>                   <C>                       <C>               <C>   
  Net earnings from operations                       $ 1,962,000           $ 1,177,300               $  5,878,700      $  4,429,600
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                    2,670,700             2,610,200                  7,951,900         7,126,600
      Amortization - goodwill                            265,100               265,000                    795,200           795,100
      Amortization - other                                15,000                 4,000                     45,000            10,000
      Minority interest in net income of con-
        solidated subsidiary                             872,700               430,400                  2,444,800         1,671,900
      Provision for losses on accounts receivable         90,000               180,000                    397,500           360,000
       (Gain) loss on sale of assets                     (26,500)               71,000                    106,200            49,400
    Change in assets and liabilities:
      (Increase) decrease in accounts receivable      (1,627,700)           (1,734,700)                   583,300        (2,231,300)
      (Increase) decrease in inventories               1,490,300               832,500                    538,000        (1,894,600)
      (Increase) decrease in prepaid expenses           (710,300)              349,700                   (132,500)            9,000
      Increase (decrease) in accounts payable
        & accrued expenses                               636,100             1,374,800                 (2,768,900)           23,700
      Increase (decrease) in taxes on income            (219,900)              957,600                  1,045,200         1,450,800
      Increase (decrease) in deferred taxes
        on income                                        201,800            (1,034,000)                   229,900          (405,300)
      (Increase) decrease in other assets                 73,700              (330,100)                   (27,200)         (357,500)
      Increase (decrease) in other liabilities           318,800               207,400                    116,700           337,200
                                                     -----------           -----------               ------------      ------------
Net cash prov. (req.) by operating activities          6,011,800             5,361,100                 17,203,800        11,374,600
                                                     -----------           -----------               ------------      ------------
Cash flows from investing activities:
  Proceeds from disposition of fixed assets               52,500                19,100                    189,500            50,000
  Capital expenditures                                (4,619,200)           (6,751,200)               (15,169,200)      (15,028,400)
  Decrease in notes receivable                            25,000                25,000                     25,000            25,000
                                                     -----------           -----------               ------------      ------------
Net cash required by investing activities             (4,541,700)           (6,707,100)               (14,954,700)      (14,953,400)
                                                     -----------           -----------               ------------      ------------
Cash flows from financing activities:
  Increase (decrease) in short-term borrowings        (1,465,000)                --                         --            2,078,200
  Reduction of long-term debt                           (876,600)             (914,200)                (2,796,500)      (14,185,100)
  Proceeds from issuance of long-term debt                 --                    --                         --           20,000,000
  Issuance and acquisition of treasury stock
    - net                                                (45,400)             (237,500)                  (203,200)          177,300
  Dividends paid                                           --               (1,016,800)                     --           (3,045,500)
                                                     -----------           -----------               ------------      ------------
Net cash prov. (req.) by financing activities         (2,387,000)           (2,168,500)                (2,999,700)        5,024,900
                                                     -----------           -----------               ------------      ------------
Effect of exchange rate changes on cash                   81,900                 6,700                     45,700            11,100
                                                     -----------           -----------               ------------      ------------
Net incr. (decr.) in cash and cash equivalents          (835,000)           (3,507,800)                  (704,900)        1,457,200
Cash and cash equivalents at beginning of period       5,931,900             8,281,900                  5,801,800         3,316,900
                                                     -----------           -----------               ------------      ------------
Cash and cash equivalents at end of period           $ 5,096,900           $ 4,774,100               $  5,096,900      $  4,774,100
                                                     ===========           ===========               ============      ============

See accompanying 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 September 30, 1997, the
         consolidated  condensed  statements  of earnings for the three and nine
         months  ended  September  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 September  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.       In February,  1997,  the Financial  Accounting  Standards  Board (FASB)
         issued  Statement of  Financial  Accounting  Standards  (SFAS) 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 three quarters ending  September 30, 1996, to the
         annual  results for 1996 and to the results for the same three quarters
         in 1997 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.

         In June, 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive
         Income". This statement establishes standards for reporting and display
         of   comprehensive   income  and  its  components  in  a  full  set  of
         general-purpose  financial  statements.  The effect of adopting the new
         standard is not  expected  to be  significant  as the Company  does not
         currently have material items of other  comprehensive  income disclosed
         outside the statement of  operations.  The standard will be adopted for
         the Company's 1998 fiscal year.

         Also in June 1997,  the FASB  issued SFAS No.  131,  "Disclosure  about
         Segments of an  Enterprise  and  Related  Information".  The  statement
         requires  enterprises to report  financial and descriptive  information
         about its  operating  segments,  products and  services,  countries and
         major  customers,  as  well as  reconciliations  of  segment  financial
         information to corresponding  amounts in the general-purpose  financial
         statements.

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 nine months ended  September 30, 1997
        are not necessarily  indicative  of  the  results to be expected for the
        full year.
<PAGE>

5.       Inventories:

                               September 30, 1997          December 31, 1996

          Raw Materials         $  8,541,500                  $ 10,050,500
          Finished Goods           3,858,700                     2,855,200
                                ------------                  ------------
                                $ 12,400,200                  $ 12,905,700
                                ============                  ============
6. Long-term debt:

                                      September 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        14,843,700              17,187,500
           Mexico Bank Loans                357,200                 809,900
                                       ------------            ------------
                                       $ 35,200,900            $ 37,997,400
           Less installments due
           within one year                3,291,500               3,744,300
                                       ------------            ------------
           Due after one year          $ 31,909,400            $ 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 nine months ended September 30, 1997,
         shareholders' equity increased as follows:

          Net earnings                                           $ 5,878,700
          Issuance and acquisition of treasury
            stock - net                                             (203,200)
                                                                 ------------
          Total increase in shareholders' equity                 $ 5,675,500
                                                                 ============

8.       Interest and Dividends - Net

                                                  3 Months Ended
                                   September 30, 1997       September 30, 1996

          Interest expense              $ 813,100                $ 888,600
          Interest income                (149,800)                (251,800)
          Total interest and            ---------                ---------
            Dividends - net             $ 663,300                $ 636,800
                                        =========                =========

                                                  9 Months Ended
                                   September 30, 1997       September 30, 1996

          Interest expense             $2,531,500               $2,789,900
          Interest income                (424,300)                (763,400)
          Dividend income                   --                     (16,000)
          Total interest and           ----------               ----------
            dividends - net            $2,107,200               $2,010,500
                                       ==========               ==========

     9.  During  the  three and nine  months  ending  September  30,  1997,  the
effective tax rate was 35.1% and 37.9% respectively  compared to 23.6% and 40.0%
respectively  during the same periods  ending  September 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.


<PAGE>


11. Cash payments for interest and income taxes were:

                                           3 Months Ended
                            September 30, 1997          September 30, 1996

          Interest             $1,056,100                    $1,130,100
          Income tax           $  892,000                    $  823,700

                                           9 Months Ended
                            September 30, 1997          September 30, 1996

          Interest             $2,848,300                    $2,415,000
          Income tax           $2,566,100                    $5,082,900


<PAGE>



                                    REVIEW BY

                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Consolidated Condensed Financial Statements as of September 30, 1997 and for
the three and nine  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 September 30, 1997, and the related
consolidated  condensed  statements of earnings and cash flows for the three and
nine months ended September 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  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 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
October 17, 1997


<PAGE>





October 17, 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 nine
months  ended  September  30, 1997 and 1996,  as  indicated  in our report dated
October 17, 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  September  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
                            S-8                        33-35611

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                                      Percent
                                                           3 Months Ended                                        Increase/(Decrease)
                                        _______________________________________________________________________
                                        September 30, 1997         Percent       September 30, 1996     Percent      1997/1996
                                        __________________         _______       __________________     _______      _________
<S>                                          <C>                   <C>             <C>                    <C>         <C>  
Net Sales                                    $43,707,700           100.0           $40,008,000            100.0         9.2

Cost of sales                                 31,946,100            73.1            30,162,600             75.4         5.9
                                             ------------          ------          ------------           ------

Gross margin                                  11,761,600            26.9             9,845,400             24.6        19.5

Other costs and
  expenses                                     7,393,400            16.9             7,741,800             19.4        (4.5)
                                             ------------          ------           -----------           ------

Earnings from operations
  before taxes on income
  and minority interest                        4,368,200            10.0             2,103,600              5.3       107.7

Taxes on income                                1,533,500             3.5               495,900              1.2       209.2
                                             ------------          ------           -----------           ------

Minority interest in net
  income of subsidiary                           872,700             2.0               430,400              1.1       102.8
                                             ------------          ------           -----------           ------

Net earnings                                 $ 1,962,000             4.5           $ 1,177,300              2.9        66.7
                                             ============          ======          ============           ======     =======
  

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                                      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                                                              Relationship to Net Sales                                Percent
                                                                  9 Months Ended                                 Increase/(Decrease)
                                           _____________________________________________________________________
                                              September 30, 1997     Percent     September 30, 1996      Percent      1997/1996
                                              __________________     _______     __________________      _______      _________
<S>                                               <C>                   <C>         <C>                    <C>           <C>  
Net Sales                                         $131,969,400          100.0       $115,794,700           100.0         14.0

Cost of sales                                       94,073,800           71.3         82,855,200            71.6         13.5
                                                  -------------         ------      -------------          ------

Gross margin                                        37,895,600           28.7         32,939,500            28.4         15.0

Other costs and
  expenses                                          24,489,500           18.6         22,770,000            19.7          7.6
                                                  -------------         ------      -------------          ------

Earnings from operations
  before taxes on income
  and minority interest                             13,406,100           10.2         10,169,500             8.8         31.8

Taxes on income                                      5,082,600            3.9          4,068,000             3.5         24.9
                                                  -------------         ------      -------------          ------

Minority interest in net
  income of subsidiary                               2,444,800            1.9          1,671,900             1.4         46.2
                                                  -------------         ------     --------------          ------

Net earnings                                      $  5,878,700            4.5       $  4,429,600             3.8         32.7
                                                  =============         ======      =============          ======       ======

</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:

         A net  sales  increase  of $16.2  million  for the nine  months  ending
September  30,  1997,  over the same period in 1996 is the result of  aggressive
marketing  programs in both the United  States and Mexico.  While the market for
healthcare films remains highly  competitive in both countries,  the Company has
recorded  year-to-date  volume gains of 9% in both the United  States and Mexico
compared to the prior year,  despite the  discontinuation  of certain low margin
product segments.

Operating Costs and Expenses:

         During the quarter,  gross margin  improved by 2.3  percentage  points,
reflective  of  the  Company's  marketing  emphasis  on  higher  margin  product
segments,  coupled with a downward trend of polyolefin  raw materials  which has
resulted in a $.06 per pound  reduction in  polypropylene  prices and a $.04 per
pound  reduction in  polyethylene  prices since the highs hit by each during the
summer.  In addition,  other costs and expenses have been favorably  impacted by
improved safety performance and resultant lower worker's  compensation  premiums
in 1997.

Taxes on Income:

         The effective  tax rate as of September 30, 1997 was 37.9%  compared to
40.0% for the same period 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  September  30,  1997,  the  Company  had  working   capital  of
$14,024,700  compared to  $14,358,300 at year-end,  a decrease of $333,600.  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  repaid $1  million
borrowed  against its revolving  credit line and $465,000  borrowed  against its
short-term  credit line.  The Company has $25 million and $12 million  available
against its revolving and short-term credit lines respectively.



                           PART II. OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)       Exhibits:

                   27.      Financial Data Schedule

         (b)       Reports on Form 8-K:  There was  one report on Form 8-K which
                   was filed with the  Commission  on November 3, 1997.  The 8-K
                   related to  a press  release  announcing that the Company had
                   entered  into a  non-binding  letter of intent to acquire the
                   remaining 40% of its 60% owned subsidiary in Mexico, Nacional
                   de Envases Plasticos, S. A. de C. V. (NEPSA).



<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 12, 1997   /s/Wayne A. Durboraw
                                 _______________________________________ 
                                 Wayne A. Durboraw, Controller



DATED:        November 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>                               SEP-30-1997
<CASH>                                       5,096,900
<SECURITIES>                                         0
<RECEIVABLES>                               23,770,800
<ALLOWANCES>                                 1,811,000
<INVENTORY>                                 12,400,200
<CURRENT-ASSETS>                            42,510,700
<PP&E>                                     131,738,000
<DEPRECIATION>                              43,915,800
<TOTAL-ASSETS>                             162,355,900
<CURRENT-LIABILITIES>                       28,486,000
<BONDS>                                     31,909,400
                                0
                                          0
<COMMON>                                     7,252,500
<OTHER-SE>                                  70,171,400
<TOTAL-LIABILITY-AND-EQUITY>               162,355,900
<SALES>                                     43,707,700
<TOTAL-REVENUES>                            43,707,700
<CGS>                                       31,946,100
<TOTAL-COSTS>                               39,339,500
<OTHER-EXPENSES>                             7,393,400
<LOSS-PROVISION>                             1,811,000
<INTEREST-EXPENSE>                             813,100
<INCOME-PRETAX>                              4,368,200
<INCOME-TAX>                                 1,533,500
<INCOME-CONTINUING>                          1,962,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,962,000
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                      .19
        

</TABLE>


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