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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1995
Commission file Number: 0-10476
ROPAK CORPORATION
(Exact name of registrant as specified in its charter.)
Delaware 95-3206821
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
660 South State College Boulevard
Fullerton, California 92631
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 870-9757
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 practical
date:
Common Stock, $.01 par value - 4,386,162 shares as of
March 31, 1995.
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<PAGE>
PART I. FINANCIAL INFORMATION
ROPAK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
---------- --------
<S> <C> <C>
Net sales................................ $34,366 $25,049
Cost of sales............................ 27,389 20,589
------- -------
Gross profit............................. 6,977 4,460
Operating expenses....................... 5,000 4,340
------- -------
Operating profit......................... 1,977 120
------- -------
Other (income) expense:
Interest.............................. 809 506
Other................................. 93 93
------- -------
716 599
------- -------
Income (loss) before income taxes........ 1,261 (479)
Provision (benefit) for income taxes..... 542 (206)
------- -------
Net income (loss)........................ $ 719 $ (273)
======= =======
Net income (loss) per share:
Primary............................... $ 0.14 $ (0.06)
Fully diluted......................... $ 0.14 $ (0.06)
Average shares outstanding:
Primary............................... 4,497 4,366
Fully diluted......................... 5,079 4,366
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ROPAK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1995 1994
---------- ----------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents......... $ 1,477 $ 1,470
Accounts receivable, less
allowance for doubtful
accounts of $551 and $477,
respectively................... 23,240 21,178
Inventories:
Raw materials.................. 6,938 7,309
Finished goods................. 19,395 14,849
Refundable income tax............. 89 177
Other............................. 1,053 1,075
Deferred income tax benefits...... 382 382
--------- ---------
Total current assets................ 52,574 46,440
--------- ---------
Improvements and equipment.......... 83,944 81,600
Less accumulated depreciation....... 46,601 45,024
--------- ---------
Net fixed assets.................... 37,343 36,576
--------- ---------
Investments in joint ventures....... 555 568
Goodwill............................ 7,772 7,856
Other assets........................ 2,956 2,876
--------- ---------
TOTAL ASSETS........................ $ 101,200 $ 94,316
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ROPAK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1995 1994
---------- ----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Short-term debt................... $ 3,976 $ 3,976
Accounts payable.................. 15,501 14,997
Income taxes payable.............. 444 --
Accrued liabilities............... 2,467 2,986
--------- ---------
Total current liabilities........... 22,388 21,959
Long-term debt less
current maturities............... 39,939 34,014
Deferred income taxes............... 3,501 3,501
Minority interest................... 5,200 5,200
--------- ---------
Total liabilities................... $ 71,028 $ 64,674
--------- ---------
Shareholders' Equity:
Preferred stock, $.01 par value:
Authorized - 3,000,000 shares
none issued or outstanding
Common stock, $.01 par value:
Authorized - 10,000,000 shares;
issued and outstanding --
4,386,162 shares as of
March 31, 1995 and
December 31, 1994................. 44 44
Additional paid-in capital.......... 23,604 23,807
Treasury stock...................... (176) (176)
Retained earnings................... 7,937 7,218
Cumulative foreign currency
translation gain (loss)
as to foreign subsidiaries........ (1,237) (1,251)
--------- ---------
Shareholders' equity................ 30,172 29,642
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY................ $ 101,200 $ 94,316
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ROPAK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
-------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income (loss)................... $ 719 $ (273)
Depreciation and amortization....... 1,751 1,727
Gain on investments................. (20) --
Gain on disposal of equipment....... (31) 2
Increase in current assets.......... (6,127) (1,259)
Increase (decrease) in
current liabilities.............. 429 167
Decrease in other assets............ (82) (19)
-------- --------
(3,361) 345
-------- --------
Cash flow from investing activities:
Acquisition of improvements
and equipment...................... (2,491) (1,161)
Proceeds from sale of equipment..... 35 1
Proceeds from sale of investments... 33 --
-------- --------
(2,423) (1,160)
-------- --------
Cash flow from financing activities:
Issuance of long-term debt.......... 6,779 1,279
Repayment of long-term debt......... (757) --
Repayment of capital lease.......... (97) (98)
Redemption of stock warrants........ (203) --
Payment of preferred stock dividend. -- (116)
-------- --------
5,722 1,065
-------- --------
Effect of foreign currency
exchange rate changes............. (69) (250)
-------- --------
Net increase (decrease) in cash....... 7 0
Cash and cash equivalents
at beginning of year.............. 1,470 0
-------- --------
Cash and cash equivalents
at end of period.................. $ 1,477 $ 0
======== ========
Supplemental disclosures
of cash flow information:
Cash paid during the period for:
Interest.......................... $ 823 $ 518
Income taxes...................... $ 49 $ 1,305
======== ========
</TABLE>
During the three month period ending March 31, 1995 the Company
accrued $98 for preferred stock dividends.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ROPAK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THREE MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
(Unaudited)
<TABLE>
<CAPTION>
Foreign
Common Stock Additional
Currency
----------------- Paid-in Treasury Retained
Translation Total
Shares Amount Capital Stock Earnings
Gain (loss) Equity
--------- ------ ------- -------- --------
- ----------- ---------
<S> <C> <C> <C> <C> <C>
<C> <C>
Balance at
December 31,
1994............ 4,386,162 $44 $23,807 $(176) $7,218
$(1,251) $29,642
Redemption
of stock
warrant......... -- -- (203) -- --
-- (203)
Dividend on
preferred
shares.......... -- -- -- --
(98) -- (98)
Net income...... -- -- -- -- 719
-- 719
Foreign
currency
translation
loss............ -- -- -- -- --
(14) (14)
--------- ------ ------- -------- --------
- ----------- --------
Balance at
March 31,
1995............ 4,386,162 $44 $23,604 $(176) $7,839
$(1,237) $30,074
========= ====== ======= ======== ========
=========== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ROPAK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited condensed consolidated
financial statements have been prepared by the Company pursuant
to the rules of the Securities and Exchange Commission ("SEC")
and, in the opinion of the Company, include all adjustments
necessary for a fair presentation of financial position, results
of operations and cash flows. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such SEC rules. Reference
is made to Note 1 of the Notes to Consolidated Financial
Statements contained in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 for a summary of
significant policies utilized by the Company. It is suggested
that these financial statements be read in conjunction with the
audited financial statements and notes thereto included in the
Company's latest annual report.
2. The condensed consolidated statements of operations for
the three months ended March 31, 1995 and March 31, 1994 are not
necessarily indicative of the results to be expected for the full
year.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Ropak Corporation's net sales of $34,366,000 for the three
months ended March 31, 1995 increased 37.2% over the reported
$25,049,000 for the three month period ended March 31, 1994 and
9.2% over the $31,476,000 reported for the preceding quarter
ended December 31, 1994.
Measured in constant pounds of resin sold, the increase in
sales for the three months ended March 31, 1995 over 1994 was
8.9%. The Materials Handling Group was largely responsible for
the increase in volume. The increase in comparable resin costs
during the past twelve months, passed through in the form of
higher selling prices, accounts for the remaining dollar value
increase reported.
Gross profit expressed as a percentage of sales for the
first quarter ended March 31, 1995 was 20.3%, up from 17.8%
reported for the first quarter ended March 31, 1994 and down from
24.5% reported for the immediately preceding quarter ended
December 31, 1994.
Gross margins have increased in total for the Company for
the three months ended March 31, 1995 over 1994 as both the U.S.
and Canadian Container groups have recorded improved margins
resulting from the sales of product made from less expensive
resin sold at higher selling prices as resin cost increases are
being passed through. The Materials Handling Group, however,
has met with severe competitive pricing and market resistance to
increasing raw material costs; consequently the Materials
Handling Group experienced lower margins in 1995 compared to the
same quarter of 1994.
Operating expenses for the first quarter ended March 31,
1995 of $5,000,000 were up 15.2% from the $4,340,000 recorded
during the quarter ended March 31, 1994 and down from the
$5,475,000 reported for the preceding quarter ended December 31,
1994.
The increase in operating expenses during the quarter ended
March 31, 1995 are due to expenses incurred in connection with a
new manufacturing facility in Kentucky and the development of new
products and markets in 1995.
Ropak recorded non-recurring expenses of approximately
$600,000 in the last quarter of 1994 related to an offer received
to purchase all of its common stock accounting for the increase
in expenses during the last quarter of 1994 compared to the first
quarter ended March 31, 1995.
<PAGE>
The net profit after adjustment for income taxes was
$719,000 for the three month period ended March 31, 1995 which
compares to a net loss of $273,000 for the similar quarter ended
March 31, 1994 and a net profit of $904,000 for the preceding
quarter ended December 31, 1994.
Liquidity and Capital Resources
As at March 31, 1995, the Company had approximately
$1,000,000 of borrowings available on its bank credit line to
finance ongoing operations. The amount, together with cash
generated from internal sources, is expected to be adequate to
fund Ropak's foreseeable cash requirements for working capital
needs, scheduled debt repayment and planned capital expenditures.
Working capital of the Company increased to $30,186,000 at
March 31, 1995, up from $24,481,000 reported at December 31, 1994
and $20,052,000 at March 31, 1994.
Working capital increases are the result of a traditional
seasonal buildup of inventories required to meet demands of the
agricultural and fishing industries and higher accounts
receivable amounts resulting from increased sales activity. The
approximate 80% increase in raw material costs during the past
twelve months contributed to the working capital increases in
accounts receivable and inventory values.
In January 1995 the Company amended its credit facility to
provide for a $24,500,000 revolving line of credit and a
$9,500,000 term loan together with a special revolving loan
commitment of $5,500,000. The combined maximum credit allowed is
not to exceed $35,000,000. The special revolving loan is
available to finance up to 70% of new capital expenditures and is
repayable in twenty equal quarterly installments amortized on the
principal loan balance outstanding on December 31, 1994. The
revolving loan matures on July 1, 1996. The total line of credit
bears interest at the bank's reference rate and may be fixed at
any time at LIBOR plus 1.75%. The credit facility requires the
Company to observe certain restrictive covenants, among which are
a minimum tangible net worth plus subordinated debt, restrictions
on certain additional indebtedness and requirements to maintain
certain financial ratios.
Capital additions to plant and equipment during the first
quarter of 1995 amounted to $2,491,000 which compares to
$1,161,000 expended during the first quarter ended March 31,
1994. It is expected that capital expenditures will amount to
approximately $10,000,000 in 1995.
Management believes that sufficient capacity exists within
the credit available under its banking and other credit
arrangements and internally generated funds from operations to
meet the Company's capital requirements.
<PAGE>
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On May 3, 1995, LINPAC Mouldings Ltd. of Birmingham, England
announced that based on a preliminary count by its depositary,
1,968,969 shares of Ropak Corporation common stock had been
tendered to LINPAC pursuant to LINPAC's tender offer to purchase
all of the outstanding common stock of Ropak Corporation at
$11.00 per share. The offer expired at midnight on May 2, 1995.
LINPAC stated it has accepted for purchase all validly tendered
shares. Upon purchase of all shares tendered pursuant to its
tender offer, LINPAC will beneficially own approximately 96.8% of
the outstanding shares of Ropak's common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Not applicable
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the quarter ended March 31, 1995.
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.
Date: March 15, 1995 ROPAK CORPORATION
(Registrant)
By: /s/ William H. Roper
---------------------
William H. Roper,
Chief Executive Officer
By: /s/ Ronald W. Cameron
----------------------
Ronald W. Cameron,
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
------ ------------
27 Financial Data Schedule
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
ROPAK CORPORATION
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Mar-31-1995
<PERIOD-TYPE> 3-MOS
<CASH> 1,477
<SECURITIES> 0
<RECEIVABLES> 23,240
<ALLOWANCES> 551
<INVENTORY> 26,333
<CURRENT-ASSETS> 52,574
<PP&E> 37,343
<DEPRECIATION> 46,601
<TOTAL-ASSETS> 101,200
<CURRENT-LIABILITIES> 22,388
<BONDS> 39,939
0
0
<COMMON> 44
<OTHER-SE> 30,128
<TOTAL-LIABILITY-AND-EQUITY> 101,200
<SALES> 34,366
<TOTAL-REVENUES> 34,366
<CGS> 27,389
<TOTAL-COSTS> 27,389
<OTHER-EXPENSES> 5,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 809
<INCOME-PRETAX> 1,261
<INCOME-TAX> 542
<INCOME-CONTINUING> 719
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 719
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
</TABLE>
