AMERICAN BUSINESS PRODUCTS INC
10-Q, 1994-05-13
MANIFOLD BUSINESS FORMS
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<PAGE>   1





                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549


                                  FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                      

For Quarter Ended      March 31, 1994       Commission file number 1-7088 
                  ---------------------                            ------


                        AMERICAN BUSINESS PRODUCTS, INC.                    
- - --------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)


         Georgia                                             58-1030529
- - --------------------------------------------------------------------------------
 (State of Incorporation)                                  (IRS Employer
                                                         Identification No)


2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia            30328    
- - --------------------------------------------------------------------------------
  (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code         (404) 953-8300   
                                                  ----------------------------

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      No  X 
    ---     ---


    Common Stock, $2.00 par value                     10,683,102 shares  
    -----------------------------            ----------------------------------
              (Class)                          (Outstanding at March 31, 1994)




                                 Page 1 of 8
                           Exhibit Index on Page 6


<PAGE>   2
                                    PART I
                                      
                            FINANCIAL INFORMATION
                            ---------------------

Item 1.  Financial Statements
- - -------  --------------------

The Consolidated Balance Sheets of the Company as of March 31, 1994, and
December 31, 1993 and the Consolidated Income Statements of the Company for the
three months ended March 31, 1994, and 1993, are incorporated herein by
reference to the Company's Quarterly Report to Shareholders for the three
months ended March 31, 1994, attached hereto as Exhibit 19.  Set forth below
are the Consolidated Statements of Cash Flows of the Company for the three
months ended March 31, 1994, and 1993, along with certain notes to the
financial statements.


                       AMERICAN BUSINESS PRODUCTS, INC.
                                      
                                      
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED MARCH 31, 1994, AND 1993 (UNAUDITED)
       ---------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              1994                   1993
                                                              ----                   ----
<S>                                                       <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES                   
 Income from operations                                   $ 3,661,000             $ 4,670,000
 Adjustments to reconcile net income to net cash       
   provided by operating activities                        -5,284,000              -3,928,000
                                                          -----------             -----------
    Net cash (used) provided by operating activities       -1,623,000                 742,000
                                                       
CASH FLOWS USED IN INVESTING ACTIVITIES                
  (Increase) in annuity contracts                                                  -7,467,000
  Decrease in cash value of life insurance                  1,602,000
  Additions to plant and equipment                         -2,827,000              -3,973,000
  Other                                                         2,000                 104,000
                                                          -----------             -----------
    Net cash used in investing activities                  -1,223,000             -11,336,000
                                                       
                                                       
CASH FLOWS USED BY FINANCING ACTIVITIES                
Dividends paid                                             -2,137,000              -2,004,000
Other                                                        -369,000                -297,000
                                                          -----------             -----------
  Net cash used by financing activities                    -2,506,000              -2,301,000
                                                       
Net (decrease) in cash and cash equivalents                -5,352,000             -12,895,000
Cash and cash equivalents at beginning year                30,151,000              30,024,000
                                                          -----------             -----------
Cash and cash equivalents at end of period                $24,799,000             $17,129,000
                                                          ===========             ===========
</TABLE>                                               

                                       2



<PAGE>   3
                       AMERICAN BUSINESS PRODUCTS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------

 1.      Unaudited Condensed Consolidated Financial Statements

         The information contained in these condensed consolidated financial
         statements and notes is unaudited, but in the opinion of management,
         all adjustments necessary for a fair presentation of such information
         have been made.  Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been omitted pursuant to
         applicable rules and regulations of the Securities and Exchange
         Commission.  The condensed consolidated financial statements included
         herein should be read in conjunction with the audited financial
         statements and notes thereto contained in the Company's Annual Report
         on Form 10-K for the year ended December 31, 1993.

 2.      Consolidation Policy

         The condensed consolidated financial statements include the accounts
         of the Company and its subsidiaries, all of which are wholly-owned.
         Intercompany balances and transactions have been eliminated.

 3.      Net Income Per Share

         Net income per common share is based upon the weighted average number
         of shares outstanding during each period:  10,682,195 and 10,686,076
         for the three month periods ended March 3l, 1994, and March 31, 1993,
         respectively.

 4.      Inventories

         Inventories consisted of the following at the dates indicated:

<TABLE>                                      
<CAPTION>                                    
                                                   March 31, 1994           December 31, 1993
         <S>                                         <C>                       <C>
         Products finished or in process             $24,449,000               $24,510,000
         Raw materials                                23,396,000                20,771,000
         Supplies                                        626,000                   406,000
                                                     -----------               -----------
                        Total                        $48,471,000               $45,687,000
                                                     ===========               ===========
</TABLE>                                     


5.       The Company adopted Statement of Financial Accounting Standards No.
         112, "Employers' Accounting for Post-employment Benefits", on January
         1, 1994.  The cumulative affect of this change on all periods
         decreased net income $605,000 or $.06 per share.



                                       3
<PAGE>   4


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

 1.  Liquidity and Capital Resources

     The current ratio increased to 2.8 to 1 at March 31, 1994, from 2.6 to
     1 at December 31, 1993.

     The Company does not anticipate incurring significant additional debt
     and internal cash flows should be sufficient to generate funds for
     normal operations.


 2.  Results of Operations
     ---------------------

     Sales during the first quarter of 1994 increased by 19.5% over sales
     for the same period of 1993.  Without sales generated by operations
     acquired in late 1993, the Company's revenues would have increased by
     approximately 3% over the same period in 1993, resulting principally
     from an increase in unit sales.

     Cost of goods sold as percentage of sales increased to 70.2% in 1994
     from 69.4% in 1993 principally as a result of increased price competition
     in the Company's major markets.  Selling and administrative expenses
     decreased to 23.3% of sales in 1994 compared to 23.9% in 1993 as a result
     of the Company's continuing efforts to control expenses.  Interest expense
     increased to 1.7% of sales in 1994 from 1.1% in 1993 as a result of
     incurring additional debt to finance two acquisitions in late 1993.

     The effective income tax rate for the first quarter of 1994 increased to
     39.3% compared to 34.3% in 1993 as a result of several factors including an
     increase in the federal statutory rate, decreased levels of non-taxable
     income and increased provisions for state income taxes.



                                       4


<PAGE>   5
                                    PART II
                                       
                               OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.
- - -------  ---------------------------------

a.  Exhibits attached hereto:


Number                Description
- - ------                -----------

  19       Quarterly Report to Shareholders
           for the three months ended March 31, 1994.


b.  Reports on Form 8-K.


    None


                                  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.


                                 AMERICAN BUSINESS PRODUCTS, INC.
                                 --------------------------------
                                          (Registrant)


DATE:  May 13, 1994                        /S/ W. C. Downer         
                                 -------------------------------------
                                 W. C. Downer, Vice President-Finance
                                 (Chief Financial and Accounting
                                  Officer and Duly Authorized Officer)





                                       5
<PAGE>   6
                       AMERICAN BUSINESS PRODUCTS, INC.
                                       
                               INDEX OF EXHIBITS


Number            Description                             
- - ------            -----------                             

  19       Quarterly Report to Shareholders            
           for the three months ended March 31, 1994





                                       6

<PAGE>   1
                                                                   EXHIBIT 19

(LOGO)

AMERICAN
BUSINESS
PRODUCTS
INC.


QUARTERLY REPORT TO SHAREHOLDERS

3 MONTHS ENDED MARCH 31, 1994

 
<PAGE>   2
 
                        AMERICAN BUSINESS PRODUCTS, INC.
- - --------------------------------------------------------------------------------
 
[LOGO]
 
TO OUR SHAREHOLDERS:
 
Sales advanced to a new record for the first quarter while a combination of
factors contributed to lower earnings. Even so, the quarterly earnings have been
exceeded only once in a first quarter in the history of the Company.
 
The increase of 19.5% in our sales set an all-time high at $140.7 million.
Income before the effect of mandated accounting charges (FASB 112) was $4.3
million or $.40 per share compared with $4.7 million or $.44 per share for the
first quarter last year. After giving effect to the non-cash charge, net income
was $3.7 million or $.34 per share. This one-time accounting charge must be
taken in 1994 by all companies providing post-employment benefits.
 
Factors affecting profits included severe weather in the East and Midwest
combined with the California earthquake, disrupting production at 23 of our 41
production facilities and resulting in unusual labor costs to fulfill customer
service commitments. Other factors were strong pricing competition for some
product lines and a higher federal tax rate. With more normal conditions and
moderate growth in the economy, we expect a good year.
 
At the annual meeting of shareholders yesterday, four directors were elected to
new three-year terms; Duane Ackerman, John Aderhold, Thomas Keller and Marvin
Schmalzried. Following a succession plan announced last December, W. J. Biggers
retired as Chairman of the Board; CEO, Thomas R. Carmody was elected to that
position; and Chief Operating Officer, Robert W. Gundeck was promoted from
Executive Vice President to President of the Company.
 
The Directors approved a regular quarterly dividend of $.20 per share payable
June 15 to shareholders of record June 1.
 
<TABLE>
<S>                                 <C>                        
Thomas R. Carmody                   Robert W. Gundeck
Chairman and                        President and
Chief Executive Officer             Chief Operating Officer
</TABLE>
 
 
<TABLE>
<CAPTION>

April 28, 1994
- - ------------------------------------------------------------------------------------------

                  FINANCIAL HIGHLIGHTS                              FIRST QUARTER
                  PERIOD ENDED MARCH 31                        1994               1993
<S>                                                        <C>                <C>
Net sales                                                  $140,715,000       $117,749,000
Net income                                                    3,661,000          4,670,000
Net income per common share                                         .34                .44
Dividends per common share                                          .20              .1875
 
- - ------------------------------------------------------------------------------------------


</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
 
                               CONSOLIDATED INCOME STATEMENTS
- - ------------------------------------------------------------------------------------------
 
                                                                 1994             1993
                                                             ------------     ------------
<S>                                                          <C>              <C>
QUARTER ENDED MARCH 31
Net Sales..................................................  $140,715,000     $117,749,000
                                                             ------------     ------------
Cost of Goods Sold.........................................    98,790,000       81,753,000
Selling and Administrative Expenses........................    32,773,000       28,092,000
                                                             ------------     ------------
                                                              131,563,000      109,845,000
                                                             ------------     ------------
Operating Income...........................................     9,152,000        7,904,000
Other Income (Expense)
  Interest expense.........................................    (2,366,000)      (1,264,000)
  Miscellaneous -- net.....................................       237,000          465,000
                                                             ------------     ------------
Income Before Income Taxes and Cumulative Effect of Changes
  in Accounting Principles.................................     7,023,000        7,105,000
Provision for Income Taxes.................................     2,757,000        2,435,000
                                                             ------------     ------------
Income Before Cumulative Effect of Changes in Accounting
  Principles...............................................     4,266,000        4,670,000
Cumulative Effect of Changes In Accounting Principles......      (605,000)
                                                             ------------     ------------
Net Income.................................................  $  3,661,000     $  4,670,000
                                                             ------------     ------------
                                                             ------------     ------------
Per Common Share:
  Income Before Cumulative Effect of Changes in Accounting
     Principles............................................  $        .40     $        .44
  Net Income...............................................           .34              .44
Dividends Per Common Share.................................           .20            .1875
Average Number of Common Shares Outstanding................    10,682,195       10,686,076
 
                                  (Unaudited)
- - ------------------------------------------------------------------------------------------


</TABLE>
<PAGE>   4

<TABLE>
<CAPTION>

 
                          CONSOLIDATED BALANCE SHEETS
- - -----------------------------------------------------------------------------------------
 
                                                             MARCH 31,       DECEMBER 31,
                                                                1994             1993
                                                            ------------     ------------
<S>                                                         <C>              <C>
Current Assets
  Cash and cash equivalents...............................  $ 24,799,000     $ 30,151,000
  Accounts receivable, less allowances of $2,277,000 and
     $2,218,000...........................................    68,872,000       65,000,000
  Inventories.............................................    48,471,000       45,687,000
  Other...................................................       809,000          930,000
                                                            ------------     ------------
          Total Current Assets............................   142,951,000      141,768,000
Plant And Equipment -- At Cost
  Land....................................................     5,940,000        5,940,000
  Buildings and improvements..............................    48,603,000       48,475,000
  Machinery and equipment.................................   124,136,000      121,805,000
                                                            ------------     ------------
                                                             178,679,000      176,220,000
  Less accumulated depreciation...........................    85,292,000       81,772,000
                                                            ------------     ------------
                                                              93,387,000       94,448,000
Intangible Assets From Acquisitions
  Goodwill, less amortization of $1,872,000 and
     $1,651,000...........................................    32,245,000       31,634,000
  Other, less amortization of $3,398,000 and $3,173,000...     3,049,000        3,274,000
                                                            ------------     ------------
                                                              35,294,000       34,908,000
Deferred Income Taxes.....................................     8,263,000        7,963,000
Other Assets..............................................    21,565,000       23,105,000
                                                            ------------     ------------
                                                            $301,460,000     $302,192,000
                                                            ------------     ------------
                                                            ------------     ------------
Current Liabilities
  Accounts payable........................................  $ 34,510,000     $ 36,241,000
  Salaries and wages......................................     8,534,000        8,530,000
  Profit sharing contributions............................     1,196,000        4,106,000
  Income taxes............................................     1,299,000          200,000
  Current maturities of long-term debt....................     6,253,000        6,253,000
                                                            ------------     ------------
          Total Current Liabilities.......................    51,792,000       55,330,000
Long-Term Debt And Capital Leases.........................    85,202,000       85,580,000
Supplemental Retirement Benefits..........................    13,552,000       12,880,000
Postretirement Benefits...................................    22,289,000       21,309,000
Stockholders' Equity
  Common stock -- $2 par value; authorized 50,000,000
     shares, issued 10,774,484 shares.....................    21,549,000       21,549,000
  Retained earnings.......................................   109,246,000      107,728,000
  Foreign currency translation adjustment.................      (433,000)        (433,000)
                                                            ------------     ------------
                                                             130,362,000      128,844,000
  Less 91,382 and 92,391 shares of Common Stock in
     treasury -- at cost..................................     1,737,000        1,751,000
                                                            ------------     ------------
                                                             128,625,000      127,093,000
                                                            ------------     ------------
                                                            $301,460,000     $302,192,000
                                                            ------------     ------------
                                                            ------------     ------------
 
                                  (Unaudited)
 
- - -----------------------------------------------------------------------------------------


</TABLE>
<PAGE>   5
 
                          ABP SHAREHOLDER INFORMATION
 
ABP has a Dividend Reinvestment Plan which is open to all shareholders of ABP
common stock. This Plan allows the reinvestment of dividends on a regular
quarterly basis and accepts optional cash investments from $10 to $1,000 per
month. If you would like more information on this program, you can write to
Diana Coursey, Investor Relations, American Business Products, Inc., P.O. Box
105684, Atlanta, Georgia 30348.
 
If you have a change of address, need to transfer shares or have other questions
regarding your current ABP holdings you can contact Wachovia Bank of North
Carolina, P.O. Box 3001, Winston-Salem, NC 27102-3001 or call 1 (800) 633-4236.
<PAGE>   6
(LOGO) AMERICAN BUSINESS PRODUCTS, INC.
                 2100 RIVEREDGE PARKWAY
                             SUITE 1200
                     ATLANTA, GA. 30328
                           404-953-8300

                       MAILING ADDRESS:
                        P.O. BOX 105684
                     ATLANTA, GA. 30348



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