SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For Quarter Ended September 30, 1997 Commission file number 0-14825
SEALRIGHT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0876812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9201 Packaging Drive, DeSoto, Kansas 66018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 913-583-3025
_________________________________________________________________
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.
(1) Yes X No (2) Yes X No
As of September 30, 1997, Sealright Co., Inc. had 11,071,991 shares
of Common Stock outstanding. The market value of stock held by
non-affiliates is approximately $86.5 million.
SEALRIGHT CO., INC. AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 1997
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INTRODUCTORY COMMENTS
The Consolidated Financial Statements included herein have been
prepared by Management, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. 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 rules and regulations, although Management believes that the
disclosures are adequate to enable a reasonable understanding of
the information presented. It is recommended that these
Consolidated Financial Statements be read in conjunction with the
financial statements and the notes thereto included in the
Company's Annual Report on Form 10K, for the year ended December
31, 1996.
Except for historical information contained herein, the matters set
forth in this report or in oral statements made by officers of the
Company are forward-looking statements that involve certain risks
and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. The
Company's expectations respecting future revenues and profits
assume, among other things, reasonable continued growth in the
general economy which affects demand for the Company's products,
reasonable stability in raw material pricing, changes in which
affect customer purchasing decisions as well as the Company's
revenues and margins. Investors are advised to consider these and
other risks and uncertainties that may be discussed in documents
filed by the Company with the Securities and Exchange Commission.
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED September 30, 1997 and 1996
(In Thousands Except Per Share Data)
(Unaudited)
Three Months Nine Months
Ended September 30 Ended September 30
1997 1996 1997 1996
Net Sales $66,353 $65,563 $199,374 $200,582
Cost of Goods Sold 55,936 51,871 167,980 162,832
Gross Profit 10,417 13,692 31,394 37,750
SG&A Expenses 6,882 7,775 22,869 25,085
Other Expenses 245 270 735 753
Net Restructuring Expense (Gain) - 815 (2,041) 3,264
Operating Income from
Continuing Operations 3,290 4,832 9,831 8,648
Interest Expense 1,507 1,318 4,004 4,050
Income from Continuing
Operations Before Income Taxes 1,783 3,514 5,827 4,598
Income Taxes 499 1,269 2,125 1,646
Income from Continuing Operations $ 1,284 $ 2,245 $ 3,702 $ 2,952
Discontinued Operation, net of tax
Operating Loss 0 (521) 0 (1,494)
Gain on Disposal 0 0 54 0
Net Income $ 1,284 $ 1,724 $ 3,756 $ 1,458
Net Income(Loss) Per Share:
From Continuing Operations $ 0.12 $ 0.20 $ 0.34 $ 0.27
From Discontinued Operation $ - $ (0.05) $ - $ (0.14)
Net Income Per Share $ 0.12 $ 0.15 $ 0.34 $ 0.13
Average Number of Common and
Common Share Equivalents
Outstanding 11,073 11,072 11,072 11,072
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 and DECEMBER 31, 1996
(In Thousands)
September 30, 1997 December 31, 1996
(Unaudited)
ASSETS
Current Assets
Cash $ 1,421 $ 264
Accounts receivable 28,217 23,173
Inventories (Note 3) 45,049 36,635
Income tax receivable 453 4,800
Prepaid expenses 1,041 1,121
Other current assets 38 922
Total current assets 76,219 66,915
Property, Plant & Equipment 240,073 241,770
Accumulated Depreciation (112,664) (105,517)
Property, Plant and Equipment, net 127,409 136,253
Goodwill, net 5,396 5,701
Other intangibles, net 4,958 5,645
Prepaid pension asset 3,300 2,682
Other assets 890 76
Net assets of discontinued operation -- 6,013
Total Assets $218,172 $223,285
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 and DECEMBER 31, 1996
(In Thousands)
September 30, 1997 December 31, 1996
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 6,200 $ 6,200
Accounts payable 13,991 12,862
Accrued vacation 2,646 2,543
Accrued workers' compensation reserve 2,189 2,646
Restructuring liability 265 1,555
Current portion of deferred income taxes 1,916 --
Other accrued liabilities 5,284 5,326
Total current liabilities 32,491 31,132
Restructuring liability 75 300
Long-term debt 74,150 81,800
Post-retirement liability 2,379 2,240
Pension liability 1,973 1,973
Deferred income taxes 11,200 13,871
Other liabilities 204 --
Total liabilities 122,472 131,316
Common stock, par value $0.10, shares
authorized: 20,000,000; shares issued
and outstanding: 11,071,991 at
September 30, 1997 and December 31, 1996 1,107 1,107
Additional paid-in capital 14,911 14,911
Retained earnings 79,965 76,209
Foreign currency translation adjustment (25) --
Minimum pension liability adjustment (258) (258)
Total stockholders' equity 95,700 91,969
Total liabilities and stockholders' equity $ 218,172 $ 223,285
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 and SEPTEMBER 30, 1996
(In Thousands)
(Unaudited)
1997 1996
Cash Flows from Operating Activities
Net Income $ 3,756 $ 1,458
Adjustments to reconcile net income
to net cash provided by
continuing operations:
(Gain)loss from discontinued operation (54) 1,494
Depreciation & amortization 13,652 13,724
Deferred income taxes (755) (755)
LIFO provision 235 4
(Gain)loss on disposal of assets (2,177) 226
Changes in assets and liabilities:
Accounts Receivable (5,044) (6,680)
Inventory (8,354) (4,461)
Tax Receivable 4,347 1,266
Accounts Payable 1,129 2,623
Restructuring Liability (1,515) (2,797)
Other 1,957 (1,358)
Total adjustments 3,421 5,571
Net cash provided by
continuing operations 7,177 7,029
Net cash provided (used) by
discontinued operation (1,358) 465
Net cash provided by
operating activities $ 5,819 $ 7,494
Cash Flows from Investing Activities
Capital expenditures $(13,449) $(11,330)
Capital expenditures of discontinued operation - (2,273)
Proceeds from sale of assets 16,437 106
Net cash provided (used) by
investing activities $ 2,988 $(13,497)
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 and SEPTEMBER 30, 1996
(In Thousands)
(Unaudited)
1997 1996
Cash Flows from Financing Activities
Borrowings (Repayments) under bank credit
agreement $ (3,000) $ 8,000
Repayments of long-term obligations (4,650) (4,017)
Dividends paid - (3,989)
Net cash used by
financing activities $ (7,650) $ (6)
Net increase (decrease) in cash $ 1,157 $ (6,009)
Cash at beginning of period $ 264 $ 6,017
Cash at end of period $ 1,421 $ 8
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
SEPTEMBER 30, 1997
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - FINANCIAL STATEMENT PRESENTATION
The information included in these condensed consolidated
financial statements reflects all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are
necessary for a fair statement of the results for the interim periods
presented, except as noted.
NOTE 2 - ACCOUNTING PRINCIPLES AND POLICIES
The accompanying financial statements have been prepared
consistent with the accounting principles and policies described more
fully in Note 1 of the Company's Annual Report for the year ended
December 31, 1996. Where appropriate, financial information for 1996
has been restated to present the plastics container business as a
discontinued operation. The sale of this business was consummated on
March 3, 1997.
NOTE 3 - INVENTORIES
Inventories at September 30, 1997 and December 31, 1996, were:
1997 1996
(In Thousands)
Inventories Carried on LIFO Basis
Raw Materials $16,556 $11,337
Work-In-Process 4,143 4,719
Finished Goods 17,826 15,005
$38,525 $31,061
LIFO Reserve (816) (581)
Inventories Carried on LIFO Basis $37,709 $30,480
Inventories Carried on Average or FIFO Basis 7,340 6,155
$45,049 $36,635
Because the inventory determination under the LIFO method can only be
made at the end of each fiscal year based on the inventory levels and
costs at that time, interim LIFO determinations, including those at
September 30, 1997, must necessarily be based on management's
estimate of expected year-end inventory levels and costs. Since
estimates of future inventory levels and prices are subject to many
factors beyond the control of management, interim financial results
are subject to final year-end LIFO inventory amounts. Accordingly,
inventory components reported for the period ending September 30,
1997, are estimates based on management's knowledge of the Company's
production cycle, the costs associated with this cycle and the sales
and purchasing volume of the Company.
NOTE 4 - STATEMENT OF CASH FLOWS
Supplemental cash flow information is (in thousands):
1997 1996
Interest Paid (Net of Amount Capitalized) $4,236 $4,081
Income Taxes Paid 2,525 317
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations
Consolidated net sales for the third quarter of 1997 were
$66.4 million, up 1.2 percent from the third quarter of 1996. The
increase in revenue was due to a four percent increase in dairy
packaging and a 55% increase in revenue from the Company's
Australian subsidiary, offset by revenue declines in the Company's
food and beverage markets.
Unit sales in the Company's dairy packaging business
increased approximately 10% versus the prior year. The largest
increases in unit sales occurred in the Company's Convocan and
Nestyle product lines. Revenue growth did not equal unit growth
due to the impact of price discounting that was granted to major
customers in the second half of 1996. The negative impact of the
price discounting was offset somewhat during the third quarter by
a price increase for all paperboard products. The price increase
was implemented in response to an increase in raw material prices,
primarily paperboard. The impact of the price or cost increase on
revenue or gross profit in the third quarter was not material.
In the Company's food and beverage packaging business,
third quarter revenue was down seven percent versus last year.
The decline in revenue was broad-based across most product
categories and was attributed primarily to weak customer demand
and pricing in some product categories.
Gross profit for the third quarter was $10.4 million and
the Company's gross margin was 15.7%. Compared to the third
quarter of last year, gross profit was down 24%. The reduction in
gross profit was due primarily to consolidation and production
inefficiencies at the Company's Akron, Ohio flexible packaging
facility. These inefficiencies, coupled with a reduction in
volume, cost an estimated $1.4 million year-over-year. The
balance of the gross profit decline was attributed to price
discounting in the Company's dairy packaging business.
Selling, general and administrative expenses for the third
quarter were $6.9 million. SG&A expenses were down 11%, or $0.9
million, from last year. The Company has continued to reduce
costs in most expense categories and functions. SG&A expenses
were lower during the third quarter of 1977 than the second
quarter of 1997 due to the reversal of an employee incentive
accrual in the third quarter.
Interest expense for the third quarter was $1.5 million
versus $1.3 million last year. Included as interest expense for
the quarter is an accrual of approximately $60 thousand of
penalty expense related to restructuring of the Company's debt
(see Liquidity and Capital Resources).
The Company's income tax provision for the quarter was $0.5
million as compared to $1.3 million last year. During the quarter,
the Company recognized a research and development tax credit of
$225 thousand as well as a portion of the prior year alternative
minimum tax credit carryforward of $700 thousand which reduced the
effective tax rate for the quarter to 28% as compared to 36% last
year. The Company projects that the overall effective rate for
the year will be 37%.
Year-to-date revenue was $199.4 million compared to $200.6
million in 1996. Revenue in the Company's dairy packaging
business was up three percent and revenue at the Company's
Australian subsidiary was up 48%. Unit sales in the Company's
dairy packaging business were up 11% over the same period last
year. Revenue declines in the food and beverage packaging
markets, primarily products produced at the Akron flexible
packaging facility, offset these gains.
Gross profit year-to-date was $31.4 million, 17% below
last year. The significant reduction in gross profit is
attributable to Akron-related consolidation and production issues
discussed previously in this report and prior 1997 filings. For
the year, Akron consolidation inefficiencies and production issues
have cost an estimated $3.2 million. Also contributing to the
decline in gross profit was the impact of reduced pricing for
frozen dessert packaging to major customers. Most price
reductions were granted during the latter half of 1996. The
impact of price reductions is expected to decline significantly
during the first quarter of 1998.
Year-to-date, the Company has recognized restructuring
income of $2.0 million. This compares favorably to restructuring
expense of $2.4 million last year in conjunction with the
facilities consolidation program. Net restructuring income for
1997 came from gains on the sale of three facilities during the
first half of the year offset partially by restructuring expenses
associated with the Charlotte-to-Akron consolidation. The Company
has sold its former research and development facilities in Kansas
City, Missouri, resulting in gain of approximately $700,000 in the
first quarter. In the second quarter, the Company sold the former
manufacturing facility in Kansas City, Kansas, for a gain of
approximately $200,000 and the Charlotte, North Carolina, facility
for a gain of approximately $1.2 million.
Selling, general and administrative expenses year-to-date
were $22.9 million as compared to $25.1 million last year. These
expenses were nine percent below last year for the reasons
previously discussed.
Interest expense year-to-date was $4.0 million, which is
comparable to last year. Interest expense is essentially
unchanged despite a reduction in the average level of outstanding
debt due primarily to a reduction in the amount of interest
capitalized in conjunction with capital projects under
construction. The reduction in interest capitalization year over
year was approximately $250 thousand. Additionally, an accrual of
approximately $60 thousand associated with a debt restructuring
contributed to the increase.
<PAGE>
Liquidity and Capital Resources
Net cash provided by operating activities year-to-date
through September 30 was $5.8 million as compared to $7.5 million
for the same period last year. Through September 30, the
Company's level of inventory was $3.5 million higher than in 1996.
The increase in inventory reflects higher levels of raw materials
and repair parts. The higher inventory levels are primarily the
result of increased unit volume in the Company's paperboard
packaging operations and an increase in inventory at the Company's
Australian subsidiary. The Company reduced its LIFO reserve year-
over-year which also contributed to a higher reported dollar
amount of inventory. Inventory levels are expected to remain
above historical levels for the balance of 1997. During the
quarter, the Company received a $3.2 million tax refund for the
1996 calendar year resulting from a prior net operating loss
carryback. No material tax refunds are expected during the
remainder of 1997.
Year-to-date, the Company expended $13.4 million in
capital. The increased spending over last year relates primarily
to expenditures for a new litho printing press. The printing
press is projected to be installed in early 1998 at the Company's
Fulton, New York facility. In addition, significant capital has
been expended during 1997 relating to a new company-wide
management information system.
At September 30, total debt obligations were $80.4 million
as compared to $87.6 million at September 30, 1996. Outstanding
borrowings on the Company's revolving line of credit were $7
million. Year-to-date the Company has reduced outstanding debt by
$7.7 million. The Company expects cash flow from operations and
availability under its bank line of credit to be adequate to meet
working capital and investment needs for the foreseeable future.
At September 30, the Company was not in compliance with the
requirements of its various borrowing arrangements. Specifically,
the Company did not meet the amended level of fixed charge
coverage compliance for the third quarter of 1997 and is not
expected to do so for the fourth quarter. The Company has
obtained a waiver of the fixed charge coverage covenant from its
lenders for the third and fourth quarter. The Company will pay a
penalty of approximately $60 thousand in both the third and
fourth quarters associated with this waiver. The penalty will be
reflected as interest expense. In addition, the coupon rate will
increase by 15 basis points during the fourth quarter on each
note. Once the Company's fixed charge coverage exceeds 200% for
four consecutive quarters, the coupon rate will decline by five
basis points. The rate increase is expected to increase interest
expense by approximately $10 thousand in the fourth quarter and
approximately $120 thousand in 1998.
In conjunction with the restructuring, the Company renewed
its bank line of credit for an additional two years and reduced
the committed line of credit from $30 million to $25 million. The
Company has an additional $5 million uncommitted line of credit
from the same bank. The Company also amended several other
provisions of its borrowing agreements. Depending on future
financial performance, the Company may be required to seek
additional amendments which could result in modifications to the
interest rate, required collateral, or other terms of its debt
agreements.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) has recently
issued several new statements that are applicable to the Company.
In February 1997, the FASB issued SFAS No. 128, Earnings Per Share,
which requires the Company to disclose the impact to earnings per
share resulting from financial instruments that may be dilutive if
converted into common stock. The Company intends to adopt this
pronouncement in the 1998 fiscal year, but does not expect adoption
will result in a material impact to reported earnings per share.
In June 1997, the FASB issued SFAS No. 130, Reporting
Comprehensive Income. This statement establishes standards for
reporting and display of items that may affect shareholder equity
but are not components of reported net income. The Company intends
to adopt SFAS No. 130 as of December 31, 1998. The Company does not
believe it has any significant components of comprehensive income
that are not otherwise properly reported.
In June 1997, the FASB also issued SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information. This
statement supersedes and expands on the segment disclosure
requirements of SFAS No. 14. The statement requires certain
financial disclosures about business segments. The definition of
business segments has been changed from an industry definition to
that of a management definition. The Company intends to adopt the
provisions of SFAS No. 131 effective December 31, 1998. It is
expected that the statement will require additional financial
disclosure.
<PAGE>
PART II - OTHER INFORMATION
Item 1.) Legal Proceeding
None
Item 2.) Changes in Securities
None
Item 3.) Defaults Upon Senior Securities
None
Item 4.) Submission of Matters to a Vote of Securities Holders
None
Item 5.) Other Materially Important Events
On October 20, 1997, the Company announced its
board of directors engaged Goldman, Sachs & Co. and
George K. Baum & Company to assist in analyzing various
business and financial opportunities. The board of
directors has not decided on any alternative nor
established a timetable for reaching a conclusion. In
conjunction with this process, the Company expects to
incur costs of approximately $1.8 million.
Approximately $500 thousand of the costs are expected
to be recognized in the fourth quarter of 1997 and
approximately $1.3 million are expected to be
recognized in the first two quarters of 1998.
Item 6.) Exhibits and Reports on Form 8-K
None
<PAGE>
SALES OF UNREGISTERED SECURITIES
None
<PAGE>
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.
SEALRIGHT CO., INC.
Date: November 12, 1997 /s/ Charles F. Marcy
By: Charles F. Marcy
President & C.E.O.
Date: November 12, 1997 /s/ John T. Carper
By: John T. Carper
Senior Vice President
& C.F.O.
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