PRINTPACK INC
10-Q, 2000-11-07
PLASTICS, FOIL & COATED PAPER BAGS
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<PAGE>   1
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                   FORM 10-Q
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 23, 2000

                                       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 333-13727

                                ----------------

                                PRINTPACK, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                             <C>
           Georgia                                                 58-0673779
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                                 Identification No.)
</TABLE>

                4335 Wendell Drive, S.W., Atlanta, Georgia 30336
              (Address of principal executive offices) (Zip Code)

                                 (404) 691-5830
              (Registrant's telephone number, including area code)

                                 Not applicable
              (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[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.

         Total number of shares of outstanding stock (net of shares held in
treasury) as of November 1, 2000:

            Common stock, no par value....................4,218,560

===============================================================================


<PAGE>   2


                                PRINTPACK, INC.
                                     INDEX


<TABLE>
<S>      <C>
PART I.  FINANCIAL INFORMATION

         "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Item 1.  Financial Statements

         Balance Sheets at
                  September 23, 2000 and June 24, 2000

         Statements of Operations and Comprehensive Income for
                  the 13 weeks ended September 23, 2000 and
                  September 25, 1999

         Statements of Cash Flows
                  for the 13 weeks ended
                  September 23, 2000 and September 25, 1999

         Statement of Changes in Shareholders' Equity (Deficit)
                  for the 13 weeks ended September 23, 2000

         Notes to Unaudited Financial Statements

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk


Part II. OTHER INFORMATION:


         Item 6.  Exhibits and Reports on Form 8-K

         Signatures

         Exhibit 27        Financial Data Schedule
</TABLE>


                                       1
<PAGE>   3


PART 1.  FINANCIAL INFORMATION

                   "SAFE HARBOR" STATEMENT UNDER THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

         From time to time, Printpack, Inc. ("Printpack" or the "Company")
makes oral and written statements that may constitute "forward-looking
statements" (rather than historical facts) as defined in the Private Securities
Litigation Reform Act of 1995 (the "Act") or by the SEC in its rules,
regulations and releases. The Company desires to take advantage of the "safe
harbor" provisions in the Act for forward-looking statements made from time to
time, including, but not limited to, the forward-looking statements made in
this Report on Form 10-Q (the "Report"), as well as those made in other filings
with the SEC. Forward-looking statements contained in this Report are based on
management's current plans and expectations and are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In the preparation of
this Report, where such forward-looking statements appear, the Company has
sought to accompany such statements with meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those described in the forward-looking statements. Such factors
include, but are not limited to: the level of consumer spending for consumer
nondurable goods that use packaging made by the Company; fluctuations in raw
material prices; possible environmental matters; competition; slowed growth in
end user markets and pricing pressures; changes in economic conditions
generally, both domestic and international; and possible implementation of
future cost saving measures which could require the Company to take charges
against earnings, including cash and non-cash charges. The preceding list of
risks and uncertainties, however, is not intended to be exhaustive, and should
be read in conjunction with other cautionary statements made herein and in the
Company's other publicly filed reports, including, but not limited to, the
"Risk Factors" set forth in the Company's Form 10-K for the fiscal year ended
June 24, 2000.

         The Company does not have, and expressly disclaims, any obligation to
release publicly any updates or any changes in the Company's expectations or
any changes in events, conditions or circumstances on which any forward-looking
statement is based.


                                       2
<PAGE>   4


ITEM 1.  FINANCIAL STATEMENTS

                                PRINTPACK, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                             SEPTEMBER 23,           JUNE 24,
                                                                                                 2000                 2000
                                                                                             -------------          ---------
                                                                                             (UNAUDITED)
                                                                                                       (IN THOUSANDS)

                                                             ASSETS

<S>                                                                                          <C>                    <C>
Current assets
  Cash and cash equivalents                                                                   $   1,018             $     870
  Trade accounts receivable, less allowance for doubtful accounts of $698 and $749               85,323                72,408
  Inventories                                                                                    81,672                84,323
  Prepaid expenses and other current assets                                                      12,071                13,678
  Deferred income taxes                                                                           1,480                 1,526

                                                                                              ---------             ---------
     Total current assets                                                                       181,564               172,805

Property, plant and equipment, net                                                              303,265               309,328
Goodwill, less accumulated amortization of $26,349 and $25,391                                   41,720                42,678
Other assets                                                                                     23,915                24,822
Deferred income taxes                                                                             3,680                 3,244

                                                                                              ---------             ---------
                                                                                              $ 554,144             $ 552,877
                                                                                              =========             =========

                                              LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                                                       $  73,606             $  74,477
  Accrued salaries, wages, benefits and bonuses                                                  12,759                18,673
  Current maturities of long-term debt                                                            9,769                 9,769
  Short-term borrowings under line of credit                                                      4,954                 4,410

                                                                                              ---------             ---------
     Total current liabilities                                                                  101,088               107,329

Long-term debt                                                                                  226,707               222,320
Subordinated long-term debt                                                                     210,305               210,305
Other long-term liabilities                                                                      24,334                23,556

                                                                                              ---------             ---------
     Total liabilities                                                                          562,434               563,510
                                                                                              ---------             ---------

Shareholders' deficit
  Common stock, no par value, 15,000,000 shares authorized, 4,218,560
      shares issued and outstanding                                                               1,011                 1,011
  Additional paid-in capital                                                                      6,687                 6,687
  Accumulated deficit                                                                           (11,585)              (14,937)
  Receivable from parent                                                                         (3,587)               (1,897)
  Accumulated other comprehensive income                                                           (816)               (1,497)

                                                                                              ---------             ---------
     Total shareholders' deficit                                                                 (8,290)              (10,633)
                                                                                              ---------             ---------

Commitments and contingencies                                                                        --                    --
                                                                                              ---------             ---------
                                                                                              $ 554,144             $ 552,877
                                                                                              =========             =========
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>   5


                                PRINTPACK, INC.
               STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME


<TABLE>
<CAPTION>
                                                                                   13 WEEKS              13 WEEKS
                                                                                     ENDED                 ENDED
                                                                                  SEPTEMBER 23,         SEPTEMBER 25,
                                                                                      2000                  1999
                                                                                  -------------         -------------
                                                                                   (UNAUDITED)           (UNAUDITED)
                                                                                            (IN THOUSANDS)

           <S>                                                                    <C>                   <C>
           Net sales                                                               $ 245,456             $ 219,468
           Cost of goods sold                                                        206,561               188,336
                                                                                   ---------             ---------

           Gross margin                                                               38,895                31,132
           Selling, administrative and research and development expenses              20,800                19,340
           Amortization of goodwill                                                      958                   958
                                                                                   ---------             ---------

           Income from operations                                                     17,137                10,834
           Other (income) expense
             Interest expense                                                         12,190                12,582
             Other, net                                                                 (248)                 (108)
                                                                                   ---------             ---------

           Income (loss) before provision (benefit) for income taxes                   5,195                (1,640)
           Provision (benefit) for income taxes                                        1,843                  (727)
                                                                                   ---------             ---------

           Net income (loss)                                                           3,352                  (913)
           Other comprehensive income
             Foreign currency translation adjustment (net of income
                 tax (benefit) expense of ($345) and $109)                              (627)                  139
                                                                                   ---------             ---------

           Comprehensive income (loss)                                             $   2,725             ($    774)
                                                                                   =========             =========
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>   6
                                PRINTPACK, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                              13 WEEKS              13 WEEKS
                                                                                ENDED                 ENDED
                                                                            SEPTEMBER 23,         SEPTEMBER 25,
                                                                                2000                  1999
                                                                            -------------         -------------
                                                                            (UNAUDITED)           (UNAUDITED)
                                                                                     (IN THOUSANDS)

       <S>                                                                  <C>                   <C>
       Operating activities
         Net income (loss)                                                    $  3,352               $  (913)
         Depreciation and amortization                                          14,079                14,027
         Other                                                                 (14,498)               (9,340)
                                                                              --------              --------

             Net cash provided by operating activities                           2,933                 3,774
                                                                              --------              --------

       Investing activities
         Purchases of property, plant and equipment                             (6,197)               (3,315)
         Proceeds from sale of property, plant and equipment                        --                     6
                                                                              --------              --------

             Net cash used in investing activities                              (6,197)               (3,309)
                                                                              --------              --------

       Financing activities
         Principal payments on long-term debt                                   (2,442)                   --
         Net borrowings under revolving credit facility                             --                 5,000
         Net borrowings (repayments) under receivable securitization
             facility                                                            7,000                (1,000)
         Net borrowings (repayments) on line of credit                             544                (4,057)
         Payment for receivable from parent                                     (1,690)                 (948)
                                                                              --------              --------

             Net cash provided by (used in) financing activities                 3,412                (1,005)
                                                                              --------              --------

       Increase (decrease) in cash and cash equivalents                            148                  (540)
       Cash and cash equivalents, beginning of period                              870                 1,565
                                                                              --------              --------

       Cash and cash equivalents, end of period                               $  1,018              $  1,025
                                                                              ========              ========
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>   7


                                PRINTPACK, INC.
             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                            ADDITIONAL                                   OTHER         TOTAL
                                                   COMMON    PAID-IN     ACCUMULATED   RECEIVABLE    COMPREHENSIVE    EQUITY
                                                   STOCK     CAPITAL       DEFICIT     FROM PARENT       INCOME      (DEFICIT)
                                                 -----------------------------------------------------------------------------
                                                                                (IN THOUSANDS)

<S>                                                <C>         <C>         <C>            <C>           <C>           <C>
Balance as of June 24, 2000                        $1,011      $6,687      $(14,937)      $(1,897)      $(1,497)      $(10,633)

  Net income                                           --          --         3,352            --            --          3,352

  Receivable from parent                               --          --            --        (1,690)           --         (1,690)

  Foreign currency translation adjustment              --          --            --            --           972            972

  Unrecognized loss on derivative instruments          --          --            --            --          (291)          (291)

                                                 -----------------------------------------------------------------------------

Balance as of September 23, 2000                   $1,011      $6,687      $(11,585)      $(3,587)      $  (816)      $ (8,290)
                                                 =============================================================================
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       6
<PAGE>   8


                                PRINTPACK, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 23, 2000


1.       BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements of Printpack,
Inc. ("Printpack" or the "Company") have been prepared by Company management
and are presented on a basis in accordance with the accounting policies stated
in the June 24, 2000 and June 26, 1999 financial statements and should be read
in conjunction with the Notes to Financial Statements appearing therein. In the
opinion of Printpack management, all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of such financial
statements have been included in the accompanying interim financial statements.
The results of operations for the 13 week period ended September 23, 2000 are
not necessarily indicative of the results to be expected for the full fiscal
year.

2.       INCOME TAXES

         Printpack's effective income tax rate for the 13 weeks ended September
23, 2000 and September 25, 1999 was 35% and 44%, respectively. The difference
in the effective tax rates is primarily due to the reversal of a valuation
allowance for a portion of the deferred tax assets related to taxable loss
carryforwards in Mexico. This reversal is partially offset by the establishment
of a valuation allowance for a portion of the deferred tax assets related to
taxable loss carryforwards in various states and the United Kingdom.

         As described above, the Company has a valuation allowance for a
portion of the deferred tax assets related to taxable loss carryforwards in
various state and foreign jurisdictions. These deferred tax assets are reviewed
periodically to assess the likelihood that they will be realized by the
Company. The corresponding valuation allowance is adjusted based on this
assessment.

3.       INVENTORIES

         Inventories are stated at the lower of cost or current market value.
Cost is determined using the last-in, first-out (LIFO) method for domestic
inventories and first-in, first-out (FIFO) method for international inventories.

         Inventories are summarized as follows:


<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 23,          JUNE 24,
                                                                                      2000                2000
                                                                                  -------------          --------
                                                                                   (UNAUDITED)
                                                                                            (IN THOUSANDS)

       <S>                                                                        <C>                   <C>
       Raw materials                                                                $ 34,366            $ 35,205
       Work-in-process                                                                 8,355               9,996
       Finished goods                                                                 60,027              60,222
                                                                                    --------            --------
                                                                                     102,748             105,423
       Reduction to state inventories at last-in, first-out cost (LIFO)               21,076              21,100
                                                                                    --------            --------
                                                                                    $ 81,672            $ 84,323
                                                                                    ========            ========
</TABLE>

4.       CONTINGENCIES

         Printpack is subject to legal proceedings and other claims which arise
in the ordinary course of business. In the opinion of management, the outcome
of these actions will not materially affect the financial position, results of
operations or cash flows of the Company.

5.       RECEIVABLES SECURITIZATION FACILITY

         On August 22, 1996, the Company created a wholly owned, bankruptcy
remote, special purpose


                                       7
<PAGE>   9


                                PRINTPACK, INC.
             NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)


subsidiary, Flexible Funding Corp. ("Flexible Funding"), for the sole purpose
of facilitating financing transactions for the Company. The Company contributed
approximately $100,000 of trade receivables in exchange for the equity in
Flexible Funding. Subsequently, Flexible Funding entered into a revolving line
of credit facility with a bank (the "Facility"). The Facility allows Flexible
Funding to draw a maximum of $50 million on the established line of credit
through December 2003, on a revolving basis, through note agreements bearing
interest at a negotiated rate. The line of credit is collateralized by 100% of
the trade receivables of Flexible Funding. At September 23, 2000 and June 24,
2000, the Company had $50 million and $43 million, respectively, of notes
outstanding under the Facility, collateralized by approximately $75 million and
$70 million, respectively, in trade receivables.

6.       DERIVATIVE INSTRUMENTS

         Effective June 25, 2000, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities." This Statement requires companies to record derivatives as
assets or liabilities and measure those instruments at fair value. Gains or
losses resulting from changes in the values of those derivatives are recorded
either in current earnings or as a component of comprehensive income. As of
September 23, 2000, the Company's derivative instruments included forward
exchange contracts.


                                       8
<PAGE>   10


                                PRINTPACK, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         The following discussion and analysis of the results of operations of
Printpack for the 13 weeks ended September 23, 2000 is compared to the same
time period in fiscal 2000. The discussion and analysis of Printpack's
financial condition compares its condition at September 23, 2000 to June 24,
2000.

         This Item contains certain forward-looking statements that reflect the
Company's assessment of a number of risks and uncertainties. The Company's
actual results could differ materially from the results anticipated in such
forward-looking statements as a result of certain factors set forth in this
Report. Where such forward-looking statements appear, the Company has sought to
accompany such statements with meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from
those described in the forward-looking statements. An additional statement made
pursuant to the Private Securities Litigation Reform Act of 1995 and
summarizing certain of the principal risks and uncertainties inherent in the
Company's business is included in Part I of this Report under the caption
"'Safe Harbor' Statement Under the Private Securities Litigation Reform Act of
1995."

RESULTS OF OPERATIONS

Thirteen weeks ended September 23, 2000 compared to September 25, 1999

         Net Sales. Net sales increased $26.0 million or 11.8% to $245.5
million in the fiscal 2001 period from $219.5 million in the fiscal 2000
period, primarily due to higher sales volumes generated by Printpack
Enterprises, Ltd, the Company's subsidiary acquired from an affiliated entity
in the United Kingdom during fiscal 2000.

         Gross Margin. Cost of goods sold increased $18.3 million or 9.7% to
$206.6 million in the fiscal 2001 period from $188.3 million in the fiscal 2000
period. Cost of goods sold decreased to 84.2% of net sales in the fiscal 2001
period from 85.8% in the fiscal 2000 period, primarily due to increases in
sales prices and productivity improvements. Gross margin, consequently,
increased $7.8 million or 25.1% to $38.9 million in the fiscal 2001 period from
$31.1 million in the fiscal 2000 period.

         Operating Expenses. Selling, administrative and research and
development expenses increased $1.5 million or 7.8% to $20.8 million in the
fiscal 2001 period from $19.3 million in the fiscal 2000 period. The increase
is primarily a result of increases in salaries and related costs. In addition,
the Company incurred additional operating expenses as a result of the
acquisition described above. Selling, administrative and research and
development expenses as a percentage of net sales decreased to 8.5% in the
fiscal 2001 period from 8.8% in the fiscal 2000 period.

         Operating Income. Income from operations increased $6.3 million or
58.3% to $17.1 million in the fiscal 2001 period compared to $10.8 million in
the fiscal 2000 period. The increase was due to higher gross margins, partially
offset by higher selling, administrative and research and development expenses
as described above.

         Other Income and Expense. Interest expense decreased $0.4 million or
3.2% to $12.2 million in the fiscal 2001 period from $12.6 million in the
fiscal 2000 period. The decrease in interest expense for the fiscal 2001 period
as compared to the fiscal 2000 period is primarily due to reductions in
outstanding debt, partially offset by higher interest rates.


                                       9
<PAGE>   11


         Employees. At September 23, 2000, the Company had approximately 3,800
employees, of which approximately 1,000 at five manufacturing facilities are
covered by collective bargaining agreements. The Company considers relations
with its employees to be generally good. In addition, employees at the
Company's Orange, Texas facility voted to decertify the union at the Orange
facility during the first quarter of fiscal 2001.


LIQUIDITY AND CAPITAL RESOURCES

         Cash provided by operating activities totaled $2.9 million in the
first 13 weeks of fiscal 2001 compared to $3.8 million in the corresponding
period of fiscal 2000. After adding back depreciation and amortization to net
income (loss), the Company's operations provided $17.4 million in cash in the
first 13 weeks of fiscal 2001 compared to $13.1 million in the corresponding
period of fiscal 2000. An additional $14.5 million was used in the first 13
weeks of fiscal 2001 as compared to $9.3 million used in the corresponding
period of fiscal 2000 primarily due to increases in accounts receivable and
inventory.

         Capital expenditures of $6.2 million in the first 13 weeks of fiscal
2001 and $3.3 million in the corresponding period of fiscal 2000 continued to
be principally for new property, plant and equipment. Proceeds from the
disposition of property and equipment were negligible for the first 13 weeks of
both fiscal 2001 and fiscal 2000.

         Cash provided by financing activities in the first 13 weeks of fiscal
2001 was $3.4 million as compared to cash used in financing activities of $1.0
million in the corresponding period of fiscal 2000. The cash provided by
financing activities during the fiscal 2001 period is primarily a result of the
Company drawing down on its credit facilities to finance the increases in
accounts receivable and inventory noted above. The Company also advanced
approximately $1,690,000 and $948,000 to its parent, Printpack Holdings, Inc.
during the first 13 weeks of fiscal 2001 and 2000, respectively. Cash used by
financing activities during the first 13 weeks of fiscal 2000 was negligible.
Total outstanding debt at September 23, 2000 of approximately $451.7 million
included $141.4 million of floating rate and $310.3 million of fixed rate
obligations. The indentures and credit agreement entered into in fiscal 1997
restrict future contributions to the Company's Parents' European operations.

         The Company's primary sources of liquidity have been cash flows from
operations and borrowings under bank credit facilities. The Company has used
borrowings under the bank credit facilities to meet seasonal fluctuations in
working capital requirements, which generally peak during January through March
when sales volumes generally are lowest. The credit facilities consist of term
loans totaling $86.5 million, a $60.0 million revolving credit facility, a
$10.0 million line of credit and a $50.0 million receivables securitization
facility. At September 23, 2000 the Company had approximately $63.4 million
available for borrowings under its credit agreements.

         The Company believes that its future primary liquidity needs will
consist of capital expenditures, debt service and working capital. Estimated
annual capital expenditures for the Company are expected to be approximately
$45.0 to $50.0 million for fiscal 2001. Approximately $15.0 million is expected
to be used for replacements and other capital expenditures, with the balance
expected to be used for productivity improvements and to meet the specific
needs of the Company's customers.

         Based upon current levels of operations and continued cost saving
measures, the Company believes that cash flow from operations, borrowings under
the credit agreement, sales of accounts receivable under its receivables
securitization facility and other sources of liquidity, will be adequate to
meet the Company's anticipated requirements for working capital, capital
expenditures, interest payments and scheduled principal payments for at least
the next 12 months. There can be no assurance, however, that the Company's
business will continue to generate cash flows from operations at or above
current levels or that anticipated improvements in operations and cost savings
will be realized.



                                      10
<PAGE>   12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The following discussion should be read in conjunction with the Notes
to Unaudited Financial Statements contained herein, as well as the Notes to
Financial Statements contained in the Company's Form 10-K for the fiscal year
ended June 24, 2000.

         This Item contains certain forward-looking statements that reflect the
Company's assessment of a number of risks and uncertainties. The Company's
actual results could differ materially from the results anticipated in such
forward-looking statements as a result of certain factors set forth in this
Report. Where such forward-looking statements appear, the Company has sought to
accompany such statements with meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from
those described in the forward-looking statements. An additional statement made
pursuant to the Private Securities Litigation Reform Act of 1995 and
summarizing certain of the principal risks and uncertainties inherent in the
Company's business is included in Part I of this Report under the caption
"'Safe Harbor' Statement Under the Private Securities Litigation Reform Act of
1995."

INTEREST RATE RISK

         With respect to its credit facilities entered into for other than
trading purposes, the Company is subject to market risk exposure related to
changes in interest rates. The Company is the obligor on the following variable
interest rate long-term debt instruments: (i) $80,789,000 (at September 23,
2000) secured senior notes to banks payable in quarterly installments of
$2,442,000 each through the first quarter of fiscal 2003, $1,663,000 in the
second quarter of fiscal 2003, $220,000 in the third quarter of fiscal 2003 and
continuing through the second quarter of fiscal 2004 and a final payment of
$58,710,000 during the third quarter of fiscal 2004 (final installment due
March 2004), with an interest rate tied to LIBOR and payable quarterly; (ii)
$5,687,000 (at September 23, 2000) secured notes to a bank payable in annual
installments of $1,458,000 each beginning in fiscal 2002 and continuing through
fiscal 2004 and a final payment of $1,313,000 during fiscal 2005 (final
installment due July 2004), with an interest rate tied to the bank's Base Rate
as published from time to time and payable monthly; (iii) a $60,000,000
revolving credit facility with banks due in December 2003 with an interest rate
tied to LIBOR and payable quarterly (at September 23, 2000, nothing was
outstanding under this facility); (iv) a $10,000,000 line of credit with an
interest rate tied to the Federal Funds rate (approximately $4,954,000
outstanding at September 23, 2000); and (v) $50,000,000 (at September 23, 2000)
outstanding under an accounts receivable securitization facility with a bank
due in December 2003, with an interest rate tied to LIBOR and payable
quarterly. While changes in LIBOR, the Federal Funds rate and a bank's Base
Rate would affect the cost of these funds in the future, the Company does not
consider its current exposure to changes in such rates to be material, and the
Company believes that the effect, if any, of reasonably possible near-term
changes in interest rates on the Company's financial position, results of
operations or cash flows would not be material. The carrying amounts of the
Company's variable rate long-term debt approximate their fair values.

         At September 23, 2000, the Company's fixed interest rate long-term
debt instruments included: (i) $200,000,000 in 10.625% unsecured senior
subordinated notes payable in August 2006 with interest payable semi-annually;
(ii) $100,000,000 in 9.875% unsecured senior notes payable in August 2004 with
interest payable semi-annually; and (iii) $10,305,000 in 11% unsecured
subordinated notes to shareholders of Printpack Holdings, Inc. payable in an
installment of $3,422,000 in May 2005 and the remaining principal payable in
May 2014 with interest payable annually. There is no material market risk
related to the Company's fixed interest rate long-term debt.

FOREIGN CURRENCY RISK

         The Company's revenue derived from international operations is not
material and, therefore, the risk related to foreign currency exchange rates is
not material.

         The Company periodically uses foreign exchange derivative instruments
or spot purchases to hedge its known liabilities in foreign currencies to reduce
the impact of foreign currency gains and losses in its financial results. It is
the Company's policy not to enter into derivative transactions for speculative
purposes.


                                      11
<PAGE>   13


INVESTMENT PORTFOLIO

         The Company does not use financial instruments for trading purposes.
The Company invests its excess cash in short-term, highly liquid investments
consisting primarily of overnight repurchase agreements. The market risk on
such investments is minimal.


                                      12
<PAGE>   14


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         27       Financial Data Schedule (Filed Electronically)

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter for which this
         report is filed.


                                      13
<PAGE>   15


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        PRINTPACK, INC.

Dated: November 1, 2000                 By:        /s/ R. Michael Hembree
                                           ------------------------------------
                                        R. Michael Hembree
                                        Vice President-Finance
                                        (Principal Financial Officer and a duly
                                        authorized officer)


                                      14
<PAGE>   16


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S>                       <C>
   27


                          DESCRIPTION
                          -----------
                          Financial Data Schedule (Filed Electronically)
</TABLE>


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