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 June 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 June 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 $79.1 million.
SEALRIGHT CO., INC. AND SUBSIDIARIES
FORM 10-Q
JUNE 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 June 30, 1997 and 1996
(In Thousands Except Per Share Data)
(Unaudited)
Three Months Six Months
Ended June 30 Ended June 30
1997 1996 1997 1996
Net Sales $70,821 $71,471 $133,021 $135,024
Cost of Goods Sold 58,146 57,125 112,044 110,962
Gross Profit 12,675 14,346 20,977 24,062
SG&A Expenses 7,723 8,515 15,987 17,310
Other Expenses 241 248 490 482
Net Restructuring Expense (Gain) (1,426) 820 (2,041) 2,449
Operating Income from
Continuing Operations 6,137 4,763 6,541 3,821
Interest Expense 1,248 1,382 2,497 2,732
Income from Continuing
Operations Before Income Taxes 4,889 3,381 4,044 1,089
Income Taxes 1,974 1,317 1,626 430
Income from Continuing Operations $ 2,915 $ 2,064 $ 2,418 $ 659
Discontinued Operation, net of tax
Operating Loss 0 (439) 0 (925)
Gain on Disposal 0 0 54 0
Net Income(Loss) $ 2,915 $ 1,625 $ 2,472 $ (266)
Net Income(Loss) Per Share:
From Continuing Operations $ 0.26 $ 0.19 $ 0.22 $ 0.06
From Discontinued Operation $ 0.00 $ (0.04) $ 0.00 $ (0.08)
Net Income(Loss) Per Share $ 0.26 $ 0.15 $ 0.22 $ (0.02)
Average Number of Common and
Common Share Equivalents
Outstanding 11,072 11,072 11,072 11,072
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 and DECEMBER 31, 1996
(In Thousands)
. . . . . . . . . . . . . . . . . . .
June 30, 1997 December 31, 1996
(Unaudited)
ASSETS
Current Assets
Cash $ 729 $ 264
Accounts receivable 34,934 23,173
Inventories (Note 3) 44,629 36,635
Income tax receivable 3,651 4,800
Prepaid expenses 1,003 1,121
Other current assets 2,668 922
Total current assets 87,614 66,915
Property, Plant & Equipment 235,510 241,770
Accumulated Depreciation (108,646) (105,517)
Property, Plant and Equipment, net 126,864 136,253
Goodwill, net 5,519 5,701
Other intangibles, net 5,093 5,645
Prepaid pension 3,175 2,682
Other 82 76
Net assets of discontinued operation -- 6,013
Total Assets $228,347 $223,285
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 and DECEMBER 31, 1996
(In Thousands)
. . . . . . . . . . . . . . . . . . .
June 30, 1997 December 31, 1996
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 6,200 $ 6,200
Accounts payable 17,676 12,862
Accrued vacation 2,723 2,543
Accrued workers' compensation reserve 2,375 2,646
Restructuring liability 293 1,555
Other accrued liabilities 9,474 5,326
Total current liabilities 38,741 31,132
Restructuring liability 150 300
Long-term debt 76,200 81,800
Post-retirement liability 2,333 2,240
Pension liability 1,973 1,973
Deferred income taxes 14,509 13,871
Total liabilities 133,906 131,316
Common stock, par value $0.10,
shares authorized: 20,000,000; shares
issued and outstanding: 11,071,991
at June 30, 1997 and December 31, 1996 1,107 1,107
Additional paid-in capital 14,911 14,911
Retained earnings 78,681 76,209
Minimum pension liability adjustment (258) (258)
Total stockholders' equity 94,441 91,969
Total liabilities and stockholders' equity $228,347 $ 223,285
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1997 and JUNE 30, 1996
(In Thousands)
(Unaudited)
1997 1996
Cash Flows from Operating Activities
Net Income (Loss) $ 2,472 $ (266)
Adjustments to reconcile net income (loss)
to net cash provided (used) by
continuing operations:
(Gain)loss from discontinued operation (54) 925
Depreciation & amortization 9,608 9,162
Deferred income taxes 638 (261)
LIFO provision 345 190
Gain on disposal of assets (2,177) --
Changes in assets and liabilities:
Accounts Receivable (11,761) (7,014)
Inventory (8,339) (5,462)
Tax Receivable 1,149 --
Accounts Payable 4,814 5,491
Restructuring Liability (1,412) (1,956)
Other 4,174 (199)
Total adjustments (3,015) 876
Net cash provided (used) by
continuing operations (543) 610
Net cash provided (used) by
discontinued operation (1,358) 606
Net cash provided (used) by
operating activities $ (1,901) $ 1,216
Cash Flows from Investing Activities
Capital expenditures $ (8,471) $ (7,981)
Capital expenditures of discontinued operation -- (2,066)
Proceeds from sale of assets 16,437 1
Net cash provided (used) by
investing activities $ 7,966 $(10,046)
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1997 and JUNE 30, 1996
(In Thousands)
(Unaudited)
1997 1996
Cash Flows from Financing Activities
Borrowings (Repayments) under bank credit
agreement $ (2,500) $ 9,000
Repayments of long-term obligations (3,100) (2,500)
Dividends paid -- (2,654)
Net cash provided (used) by
financing activities $ (5,600) $ 3,846
Net increase (decrease) in cash $ 465 $(4,984)
Cash at beginning of period $ 264 $ 6,017
Cash at end of period $ 729 $ 1,033
<PAGE>
SEALRIGHT CO., INC. AND SUBSIDIARIES
JUNE 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.
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 June 30, 1997 and December 31, 1996, were:
1997 1996
(In Thousands)
Inventories Carried on LIFO Basis
Raw Materials $16,462 $11,337
Work-In-Process 5,617 4,719
Finished Goods 16,779 15,005
$38,858 $31,061
LIFO Reserve (926) (581)
Inventories Carried on LIFO Basis $37,932 $30,480
Inventories Carried on Average or FIFO Basis 6,697 6,155
$44,629 $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 June 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 June 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) $ 2,883 $ 2,697
Income Taxes Paid 146 190
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations
Net sales for the second quarter of 1997 were $70.8 million,
which was down slightly from second quarter of 1996. For the
quarter, unit sales in the Company's dairy packaging business were up
approximately eight percent versus the same period last year. The
dollar sales equivalent of this increase in units was approximately
three percent. The reduction in revenue-per-unit reflects the impact
of discounted prices granted to major customers in conjunction with
multi-year, sole-source supply contracts. Most of these contracts
commenced within the last twelve months. The Company entered into
long-term supply contracts to protect its leadership position in the
frozen dairy dessert market.
Second quarter revenue in the Company's food and beverage
market was down approximately four percent over the same period last
year. The reason for the decline year-over-year was due primarily to
capacity constraints at the Akron, Ohio, flexible packaging facility.
Excluding roll-fed labels, which are primarily manufactured in Akron,
food and beverage sales were up approximately three percent during the
quarter. The Akron facility was the final step of the Company's
facility consolidation plan. Manufacturing operations formerly
conducted at the Company's Charlotte, North Carolina, facility were
consolidated into Akron.
Second quarter gross profit was $12.7 million, down 11.6
percent from the same period of the prior year. The Company's gross
margin for the second quarter declined from 20.1% last year to 17.9%
this year. Despite unit and dollar volume increases in most markets,
gross profit was negatively impacted by production inefficiencies at
the Akron facility, which were estimated to cost $1.1 million during
the quarter. Price reductions granted to major frozen dairy dessert
customers in conjunction with long-term supply contracts contributed
to additional margin erosion. In early July, the Company announced a
price increase for most paperboard and some flexible packaging product
lines. The price increase was implemented to offset rising raw
material prices. The impact of the price increase on the Company's
consolidated gross margin is not expected to have a material impact.
Selling, general and administrative expenses for the second
quarter were $7.7 million, a decline of $792,000, or 9.3%, compared to
last year. Expense reductions were achieved in most functional areas
and expense categories. SG&A expenses as a percent of sales have
declined from 11.9% last year to 10.9% this year.
During the quarter, the Company sold two former manufacturing
facilities resulting in a net gain of approximately $1.4 million. The
gain was recorded as restructuring income as the sale of the
facilities was part of the company-wide restructuring program. During
the second quarter last year, the Company recorded $820,000 of
restructuring expense related to the facility consolidation program as
well as relocation expenses incurred in connection with a management
reorganization and relocation plan. During 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. The sale
of these two facilities completes the Company's restructuring program
and planned real estate divestitures. No further restructuring income
or expense is anticipated.
In conjunction with the sale of the Kansas City, Kansas,
facility, the Company performed an environmental study. The site was
found to require approximately $200,000 of remediation which the
Company is required to perform. The Company deposited pursuant to the
terms of the contract $200,000 in escrow to be used to pay for the
necessary remediation at the site. This expense reduced the Company's
gain on the sale of the facility.
Interest expense for the quarter was $1.25 million as compared
to $1.4 million last year. The reduction in interest expense is
attributable to a reduction in the total amount of debt outstanding
coupled with a reduction in higher-cost fixed rate debt. The Company
has been employing a higher percent of lower-cost floating-rate bank
debt to fund operations.
Year-to-date revenue was $133.0 million compared to $135.0
million in 1996. Revenue is down from the prior year due primarily to
discounted pricing granted to major customers in conjunction with
long-term supply contracts. A majority of these contracts, which
generally cover frozen dairy dessert packaging, became effective in
the second half of 1996. In addition to price discounting,
unfavorable weather in the Spring impacted consumer demand for frozen
dairy desserts and flavor pops, primarily in the East, which affected
demand for the Company's products. Capacity constraints at the Akron
facility also constrained revenue compared to the prior year.
1997 year-to-date gross profit was $21.0 million, down 12.8%
from last year. Gross margins have declined from 17.8% to 15.8% due
to pricing concessions previously discussed and inefficiencies related
to the Akron consolidation. Year-to-date, consolidation
inefficiencies at Akron have cost an estimated $2.4 million.
Selling, General, and Administrative expenses year-to-date were
$16.0 million. These expenses were 7.6% below the prior year due to
the reasons previously discussed.
Interest expense year-to-date was $2.5 million as compared to
$2.7 million last year. A reduction in the total amount of debt
coupled with a mix of lower-cost debt has reduced the amount of
interest expense.
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
addition to the two facility sales in the second quarter previously
discussed. The Company anticipates no further restructuring income or
expense for the balance of 1997.
<PAGE>
Liquidity and Capital Resources
Net cash used by operating activities for the first six months
of 1997 was $1.9 million. For the same period last year, cash
provided by operations was $1.2 million. During the second quarter of
1997, the Company experienced a sharp increase in the amount of cash
used to finance accounts receivable and inventory. The significant
increase in accounts receivable year-to-date, on comparable levels of
sales, reflects slow payments from customers as a result of the
conversion to a new integrated information system for three domestic
facilities effective in April. Due to changes in invoice format and
start-up data issues, customers were slow in paying the Company for
invoices, resulting in the increase in receivables. These initial
issues have been resolved, and the Company is experiencing normal
payment pattern for most customers. Receivables are expected to
return to historical levels during the third quarter.
Due primarily to additional unit volume, inventory is up
approximately $3 million over the same period last year after making
appropriate adjustments to exclude inventory related to the plastic
container business (see Note 1). Inventory levels are expected to
return to historical levels as the Company realizes greater
efficiencies from the completion of the facility consolidation plan
and full implementation of the new integrated information system.
However, due to rising raw material prices, the value of inventory is
expected to exceed historical levels for the balance of 1997.
Year-to-date, the Company has expended $8.5 million in capital
expenditures. Significant expenditures to date have been for
manufacturing equipment, equipment manufactured for lease to
customers, and the Company's new management information system. The
Company has received $16.4 million in 1997 from the sale of three idle
facilities and the sale of the plastic container business. Proceeds
from the sale of assets have been used to fund operations and reduce
debt, which has been reduced by $5.6 million through June 30, 1997.
At June 30, the Company had $18.7 million available under its bank
line of credit, which is expected to be adequate to meet working
capital and investment needs for the foreseeable future.
Pursuant to its debt agreements, the Company must comply with
various financial covenants. The Company has negotiated two
amendments to certain financial covenants in its debt agreements in
the past six quarters without incurring substantial penalties. As of
June 30, 1997, the Company was in compliance with all applicable
covenants. Depending on future financial performance, the Company may
be required to seek additional amendments which could result in
modifications to the interest rate and other terms of the 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, and
SFAS No. 129, Disclosure of Information about Capital Structure.
These statements require the Company to disclose the impact to
earnings per share resulting from financial instruments that may be
dilutive if converted into common stock as well as disclose the terms
and provisions of potentially dilutive instruments. The Company
intends to adopt these pronouncements as of December 31, 1997, 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, 1997. 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. Reportable business segments, as defined under
SFAS No. 131, are described as how management organizes and operates a
company's various businesses. 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
At the Company's annual meeting held May 23, 1997,
shareholders were asked to vote on the election of directors, the
appointment of independent auditors, and one shareholder proposal.
The following results were recorded.
1. Election of Directors
The shareholders were asked to elect the following
slate of existing directors to serve additional one-year terms.
The nominees were: G. Kenneth Baum, D. Patrick Curran, Frederick
O. DeSieghardt, Robert F. Hagans, Charles F. Marcy, Marvin W.
Ozley, Arthur R. Schulze, Charles A. Sullivan, and William D.
Thomas. The directors group as a whole received at least
9,876,696 votes in favor, representing 89.2% of shares
outstanding.
2. Election of Independent Auditors
The shareholders were asked to appoint KPMG Peat
Marwick LLP as independent auditors of the Company for 1997. The
proposal was approved with the following votes:
For 9,984,146
Against 390,638
Withheld 36,776
3. Shareholder Proposal
The shareholders were asked to vote on a
shareholder proposal to engage an investment banking firm to
explore alternatives to enhance shareholder value. The proposal
was defeated with the following votes:
For 526,601
Against 8,919,199
Withheld 63,168
Delivered not voted 902,592
Item 5.) Other Materially Important Events
None
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: August 13, 1997 /s/ Charles F. Marcy
By: Charles F. Marcy
President & C.E.O.
Date: August 13, 1997 /s/ John T. Carper
By: John T. Carper
Senior Vice President
& C.F.O.
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