PACKAGING RESEARCH CORP
10QSB, 1996-05-15
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB



              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1996

                                       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                       0-11426

                         PACKAGING RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)

                          STATE OF COLORADO 84-0750762
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

               2582 South Tejon Street, Englewood, Colorado 80110
              (Address of principal executive offices) (Zip Code)

    Registrant's telephone number including area code:        (303) 936-2363


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 registrant's classes of
common stock, as of the latest practicable date.

As of May 14, 1996 there were 3,095,405 shares of Common Stock outstanding.

<PAGE>

<TABLE>
<CAPTION>

                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                                      INDEX

<S>                                                                                                                          <C> 

Part I.                    Financial Information

         Item 1.           Financial Statements

                           Consolidated Balance Sheets -
                           March 31, 1996 and December 31, 1995 . ............................................................ 3

                           Consolidated Statements of Operations -
                           Three Months Ended
                           March 31, 1996 and 1995  . ........................................................................ 5

                           Consolidated Statements of Cash Flows -
                           Three Months Ended
                           March 31, 1996 and 1995  . ........................................................................ 6

                           Notes to Consolidated Financial Statements......................................................... 8

         Item 2.           Management's Discussion and Analysis of
                           Financial Condition and Results of
                           Operations  .......................................................................................14


Part II.                   Other Information  ................................................................................17
                                                          

<PAGE>

<CAPTION>
<CAPTION>

                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                                         March 31,   December 31,
                  ASSETS                                   1996         1995
                  ------                               -----------    --------
                                                       (Unaudited)
<S>                                                      <C>         <C>    
CURRENT ASSETS:
         Cash and cash equivalents                   $    131,000 $    806,000
         Accounts receivable, net of allowance
           for doubtful accounts and returns of
           $58,000 and $54,000 at March 31, 1996
           and December 31, 1995, respectively          1,637,000    1,843,000
         Inventory, net                                 3,054,000    2,708,000
         Prepaid expenses and other                        56,000       63,000
                                                      -----------  -----------


                  Total current assets                  4,878,000    5,420,000
                                                      -----------  -----------

PROPERTY, PLANT AND EQUIPMENT, at cost:
         Machinery and equipment                        1,231,000    1,220,000
         Furniture and fixtures                           596,000      596,000
         Test and demonstration equipment                 902,000      926,000
         Leasehold improvements                         1,164,000    1,164,000
         Vehicles                                          11,000       11,000
                                                        ---------    ---------

                                                        3,904,000    3,917,000

         Less - Accumulated depreciation
           and amortization                            (1,542,000)  (1,496,000)
                                                       -----------   ----------

         Net property, plant and equipment              2,362,000    2,421,000
                                                      -----------  -----------

OTHER ASSETS:
  Goodwill, Net                                        13,555,000   13,648,000
                                                      -----------  -----------

DEFERRED LOAN AND OFFERING COSTS                          350,000      372,000
                                                      -----------  -----------

         Total assets                                $ 21,145,000 $ 21,861,000
                                                       ===========  ===========

     The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.


<PAGE>
<CAPTION>


                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS



                                                    March 31,        December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                 1996               1995
- ------------------------------------              -----------         --------
                                                  (Unaudited)
<S>                                                <C>            <C> 

CURRENT LIABILITIES:
         Trade accounts payable and accrued
           liabilities                               $ 2,785,000   $ 3,053,000
         Customer deductions                           1,092,000     1,362,000
         Vendor notes payable                          1,115,000     1,181,000
         Other accrued liabilities                       358,000       917,000
                                                     -----------     ---------

                  Total current liabilities            5,350,000     6,513,000
                                                     -----------     ---------

LONG-TERM DEBT
         Convertible debentures, due 1999-2003         3,200,000     3,200,000
         Convertible debentures, due 1999              1,791,000     1,791,000
         Bank note payable                               773,000             -
         Vendor notes payable                            494,000        53,000
                                                       ---------     ---------

                  Total long-term debt                 6,258,000     5,044,000
                                                       ---------     ---------

MINORITY INTEREST                                        245,000             -
                                                       ---------     ---------

SHAREHOLDERS' EQUITY:
         Common stock, $.01 par value;
            25,000,000 shares authorized;
             3,095,405 and 3,095,405 shares issued
            and outstanding at March 31, 1996 and
            December 31, 1995, respectively               31,000        31,000
         Additional paid-in capital                   12,475,000    12,699,000
         Accumulated deficit (readjusted to reflect
            quasi-reorganization effective January 1,
            1995)                                     (3,214,000)   (2,426,000)
                                                      ----------    ----------

                  Total shareholders' equity           9,292,000    10,304,000
                                                      ----------    ----------

                  Total liabilities and
                    shareholders' equity            $ 21,145,000   $21,861,000
                                                     ===========    ==========




         The  accompanying  notes to  consolidated  financial  statements are an
integral part of these consolidated balance sheets.

<PAGE>

<CAPTION>

                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY
                                                                                                       
                     CONOSOLADATED STATEMENTS OF OPERATIONS                                             
                                   (unaudited)
                                                                                                         Three Months Ended
                                                                                                                March 31,
                                                                                                          1996           1995
<S>                                                                                                   <C>            <C>

REVENUES:
         Pasta sauce                        ...................................                       $ 2,099,000    $ 1,162,000
         Precision equipment sales and service                                                          1,167,000      1,227,000
                                                                                                       ----------     ----------

                  Total revenue                                                                         3,266,000      2,389,000
                                                                                                       ----------     ----------

COST OF GOODS SOLD:
         Pasta sauce                        ...................................                         1,195,000        861,000
         Precision equipment sales and service                                                            693,000        832,000
                                                                                                       ----------     ----------

                  Total cost of goods sold                                                              1,888,000      1,693,000
                                                                                                       ----------     ----------

         Gross profit                                                                                   1,378,000        696,000
                                                                                                       ----------     ----------

OPERATING EXPENSES:
  General and administrative                                                                              936,000        609,000
  Selling and marketing                                                                                   245,000        228,000
  Advertising and promotion                                                                               698,000        308,000
  Amortization of goodwill                                                                                 85,000         37,000
  Research and development                                                                                 15,000         16,000
                                                                                                        ----------     ----------

                                                                                                        1,980,000      1,198,000

INCOME (LOSS) FROM OPERATIONS                                                                            (602,000)      (502,000)
                                                                                                       ----------     ----------

OTHER INCOME (EXPENSE):
  Interest expense                                                                                       (189,000)       (64,000)
  Interest income                                                                                           2,000         10,000
  Miscellaneous                                                                                             1,000              -
                                                                                                       ----------     ----------

         Total other income (expense)                                                                    (186,000)       (54,000)
                                                                                                      -----------     ----------

  Income taxes                                                                                                  -              -

NET INCOME (LOSS)                                                                                     $  (788,000)   $  (556,000)
                                                                                                       ==========     ==========

PRIMARY NET INCOME (LOSS) PER COMMON SHARE                                                            $      (.25)   $      (.26)
                                                                                                       ==========     ==========

FULLY DILUTED NET INCOME PER COMMON SHARE                                                             $         *    $         *
                                                                                                       ==========     ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
         Primary                                                                                        3,095,405      2,141,732
                                                                                                       ==========     ==========

     The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.

<PAGE>
<CAPTION>


                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<S>                                                                    <C>             <C>   

                                                                             Three Months Ended
                                                                                  March 31,
                                                                           1996             1995

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                                     $  (788,000)    $ (556,000)
         Adjustments to reconcile net income (loss)
         to net cash provided by (used in)
         operating activities:
           Depreciation and amortization                                    219,000      154,000
           Provision for obsolescence and warranty reserves                  19,000       38,000
           Provision for losses on accounts receivable                        3,000        3,000
           Changes in assets and liabilities -
                  Decrease in accounts and receivables                      203,000    1,082,000
                  (Increase) in inventory                                  (358,000)     109,000
                  (Increase) decrease in prepaid expenses and
                    other assets                                             55,000      (45,000)
                  Decrease in accounts payable and accrued
                    liabilities                                           (808,000)    (436,000)
                  Decrease in customer deposits                            (39,000)     365,000

                    Net cash provided by (used in)
                      operating activities                              (1,494,000)     714,000
                                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                                               (8,000)    (150,000)
         Note receivable advances                                                -      (51,000)
         Proceeds from disposal of assets                                   34,000            -
         Consideration paid for acquisition of subsidiary                        -   (3,000,000)
                                                                         ----------    ---------

         Net cash used in investing activities                              26,000   (3,201,000)
                                                                        ----------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from bank financing and
           short-term borrowings                                            881,000       27,000
         Repayment of bank financing and
           short-term borrowings                                           (108,000)     (27,000)
         Proceeds from exercise of stock options of 
           subsidiary                                                        20,000            -
                                                                         ----------    ---------

                  Net cash provided by
                  financing activities                                      793,000            -
                                                                         ----------    ---------

NET INCREASE (DECREASE) IN CASH                                            (675,000)  (2,487,000)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              806,000    2,633,000
                                                                         ----------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                $   131,000   $  146,000
                                                                         ==========    =========


         The  accompanying  notes to  consolidated  financial  statements are an
integral part of these consolidated financial statements.

<PAGE>

                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)




<CAPTION>

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
<S>                                                          <C>         <C> 
                                                                 1996        1995
Cash received (paid) during the period for:
         Interest paid                                       $ 148,000   $  92,000
         Interest received                                       3,000           -
         Income taxes                                                -           -
                                                              ========    ========
</TABLE>

         The  accompanying  notes to  consolidated  financial  statements are an
integral part of these consolidated financial statements.
                                                       
<PAGE>


                  PACKAGING RESEARCH CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1996


1.       Basis of Presentation

         The accompanying  consolidated  financial  statements at March 31, 1996
         and  December 31,  1995,  and for the periods  ended March 31, 1996 and
         1995,  have  been  prepared  from the books and  records  of  Packaging
         Research  Corporation  ("PRC" or the  "Company") and its majority owned
         subsidiary, Mama Rizzo's, Inc. ("MRI"), without audit. All intercompany
         accounts and transactions  have been eliminated in  consolidation.  The
         statements  reflect  all normal  recurring  adjustments  which,  in the
         opinion of  management,  are  necessary  for the fair  presentation  of
         financial  position,  results  of  operations  and cash  flows  for the
         periods presented.

         Certain  information  and  disclosures  normally  included in financial
         statements have been omitted under  Securities and Exchange  Commission
         regulations. It is suggested that the accompanying financial statements
         be read in  conjunction  with the annual  report on Form 10-KSB for the
         year ended  December 31, 1995. The results of operations for the period
         ended March 31, 1996, are not  necessarily  indicative of the operating
         results for the full year.

2.       Organization and Corporate Restructuring

         Organization

         Prior to February 17, 1995,  the Company was  primarily  engaged in the
         business  of  designing,  manufacturing,   marketing  and  servicing  a
         complete line of standard and customized precision, high-speed filling,
         forming and pumping  equipment  for a wide  assortment of processed and
         non-processed food and non-food  applications.  The Company's equipment
         is manufactured  exclusively in the United States and marketed and sold
         throughout the world.

         Effective  February  17,  1995,  the Company  expanded  its business to
         include the manufacturing and distributing of a premium pasta sauce.

         Acquisition

         1995 Acquisition

         On February 17, 1995, the Company, through MRI consummated the purchase
         of the assets and certain liabilities of Mama Rizzo's, which is engaged
         in the business of manufacturing and distributing pasta sauce under the
         name "Mama Rizzo's."


<PAGE>

         As consideration for the purchase, the Company initially issued 152,152
         shares of the Company's common stock (valued at approximately  $950,000
         based  upon the quoted  market  price on the date of  closing)  to M.A.
         Yamin,  Inc. and assumed  through its  subsidiary  approximately  $16.5
         million in liabilities  including  $2,000,000 owed to the Company.  The
         Company  negotiated a settlement with Mama Rizzo's  principal  creditor
         ("Ms.  Peterson") who was owed  approximately  $12.2 million for monies
         borrowed over time including accrued interest thereon.  In satisfaction
         for the  discharge of this debt,  the Company paid  approximately  $6.3
         million  in cash  with the  remaining  balance  of $5.9  million  to be
         discharged  through  the  issuance of 913,152  shares of the  Company's
         common  stock at $6.50 per share,  the fair market  value on such date,
         $2,000,000  of which was  contingent  upon MRI achieving $15 million of
         sales  during the year ended  December  31,  1995.  Since sales did not
         achieve that level, 307,692 shares were forfeitable on January 1, 1996.
         In a  separate  transaction,  the  Board  of  Directors  permitted  Ms.
         Peterson to have the benefit and voting rights of 307,692 option shares
         which are issued shares  through 1996,  with the option to purchase the
         shares at any time in 1996 for $1.50 per share.  Ms. Peterson also owns
         100,000  shares from a settlement  from Yamin.  At the end of 1995, and
         March 31, 1996,  Ms.  Peterson  has a total of 1,013,152  shares of the
         3,095,405 issued and outstanding  stock, or 32.7%. Until June 30, 1997,
         Ms.  Peterson  has  agreed to vote her  shares in  accordance  with the
         recommendations  to  shareholders  by  management of PRC on all matters
         submitted for a shareholder  vote, if in her good faith  discretion she
         reasonably determines that any such management recommendation is in the
         best interests of PRC.

         This  acquisition  was  accounted  for  under  the  purchase  method of
         accounting.  The Company recorded approximatley $13,950,000 of goodwill
         in connection with the acquisition. Management believes the goodwill is
         realizable  through the  operations of the pasta sauce segment which is
         expected to increase  penetration  in existing  markets and expand into
         new markets in the future.

         Management  expects that the acquisition  will diversify and expand the
         Company's revenue base as well as increase long-term profitability.  To
         date,  Mama Rizzo's has incurred  losses as it has  developed and grown
         the  business.  While  revenues  have  increased  each year,  the costs
         associated with purchasing shelf space and establishing a customer base
         have increased as well. Management believes that the cost of purchasing
         shelf  space,  and a great  percentage  of the  costs  associated  with
         developing the customer base, are one-time in nature, and, accordingly,
         will begin to

<PAGE>


         decrease in the near future. As a result,  management expects operating
         results to improve and profitability to be attained,  although there is
         no assurance that such improvements will result.

3.       Pro Forma Statements

         PRC and Mama Rizzo's

         Prior  to  February   17,   1995,   the  Company  was  engaged  in  the
         manufacturing,  distribution and servicing of machines used in the food
         processing industry.  Effective February 17, 1995 (as described in Note
         2), the Company  acquired  the assets and certain  liabilities  of Mama
         Rizzo's,  a  company  engaged  in the  business  of  manufacturing  and
         distributing a premium pasta sauce.

         The following table sets forth condensed  unaudited pro forma operating
         results of the Company  and Mama  Rizzo's  for the three  months  ended
         March  31,  1995.  The pro  forma  operating  results  assume  that the
         acquisition  of the assets and certain  liabilities of Mama Rizzo's had
         occurred  on  January  1,  1995,  instead of  February  17,  1995.  The
         condensed  pro forma  results  are not  necessarily  indicative  of the
         results of operations had the acquisition  been  consummated on January
         1, 1995, and may not necessarily be indicative of future performance.

<TABLE>
<S>                                                                <C>        
                  Revenues                                         $ 4,359,000

                  Operating loss                                      (871,000)

                  Net loss                                            (925,000)

                  Net loss per common share                        $      (.43)
                                                                     ==========

                  Weighted average shares common
                     shares outstanding                               2,141,732
</TABLE>

4.       Debt

         Convertible Subordinated Debentures

         In 1993, the Company issued 3,910 units, each unit consisting of
         one 8%  convertible  subordinated  debenture of $1,000 due December 31,
         1999, and 100 three-year  warrants,  each for the purchase of one share
         of the Company's  common stock at an exercise price of $6.50 per share.
         The  debentures are  convertible at any time prior to maturity,  unless
         earlier redeemed,  into common stock at a conversion price of $5.00 per
         share.  As of both December 31, 1995 and March 31, 1996,  $2,119,000 of
         debentures  had been  converted by the  debenture  holders into 424,000
         shares of the Company's common stock.

         Convertible Debenture Loan

         In  December,  1995,  the Company  entered into a loan  agreement  with
         Renaissance Capital Growth & Income Fund III, Inc. ("Renaissance"), for
         $3,200,000, at an interest rate of 9%, convertible into common stock at
         $1.50 per share,  subject to adjustment of conversion  price at January
         1, 1997 if the market  price of PRC stock for a specified  period prior
         to that date is less than $1.50. If not reduced or converted prior, the
         debentures will mature on January 1, 2003, although mandatory principal
         payments will  commence on January 1, 1999.  The loan is secured by all
         the  assets of the  Company.  The loan  agreement  limits the amount of
         additional  indebtedness incurred by the Company and also requires that
         certain  financial  performance  ratios be met.  Under certain  limited
         circumstances,  including  a change  in  control,  the par value of the
         debenture loan will be automatically increased.

         Bank Financing

         In  July,  1995,  the  Company  entered  into an  asset  based  lending
         agreement with Norwest Business Credit,  Inc. The agreement  provided a
         line of credit up to  $2,000,000,  based  upon  collateral,  inventory,
         equipment  and  receivables,  at a rate of prime  plus 4% and  extended
         through July,  1998.  On December 19, 1995,  the loan was paid off with
         the  proceeds of the  Renaissance  financing,  but  $2,000,000  remains
         available as a facility for working capital.  A fee of .5% per annum is
         payable  monthly on the  unused  amount of the  facility.  At March 31,
         1996, $773,000 was outstanding under the line of credit.

         Vendor Notes Payable

         MRI assumed certain liabilities of Mama Rizzo's which represent
         trade payables due at the time of purchase.  The Company has also
         agreed under certain circumstances to indemnify Stephen and MaryAnn
         Yamin, the former owners of Mama Rizzo's and M.A. Yamin, Inc. for
         any personal  liability or expenses they may incur in  connection  with
         defending  Mama  Rizzo's   liabilities,   trade  payables  and  accrued
         liabilities  not  assumed by MRI.  In several  cases the amount due has
         been agreed to and  supported  by notes  payable over a period of time.
         Terms ranged from several  months to 24 months,  with interest  ranging
         from none to 11% per annum.

5.       Minority Interest

         From  acquisition  date of February 17, 1995 through yearend 1995, Mama
         Rizzo's,  Inc. had been a wholly owned subsidiary with 3,000,000 shares
         of common stock issued to the Company.  At the time of the acquisition,
         MRI options to  purchase  stock were  granted to some of the  officers,
         directors and  employees.  Early in 1996, an exchange offer was made to
         convert  the MRI  options to the  Company's  options and that offer was
         accepted by all but three resigned employees who exercised their rights
         and purchased  78,700 shares,  resulting in a minority  interest at the
         end of the first quarter of 2.56%.

6.       Earnings Per Share

         Earnings  (loss) per common share is computed by dividing income (loss)
         by the  weighted  average  number of shares  outstanding.  For  primary
         earnings  per share,  the weighted  average  impact of the common stock
         issued in connection  with the acquisition of MRI was considered in the
         calculation.

7.       Commitments and Contingencies

         Mama Rizzo's Debt Extinguishment

         The Company has become aware that a  $2,970,000  note payable from Mama
         Rizzo's to Ms.  Peterson  that was to be  assigned to the Company is no
         longer held by her but is held by a third party.  The Company  believes
         that the  third  party is not a holder  in due  course of the note and,
         therefore,  should be unable to assert the note  against the Company or
         MRI  because  it was  past  due  at  the  time  of  the  third  party's
         acquisition. Ms. Peterson remains liable for a prior representation and
         warranty in favor of the Company  assuring it of her  ownership  of the
         above described note.

         Litigation

         In the  acquisition  by the Company's  subsidiary MRI of the assets and
         certain of the liabilities of Mama Rizzo's, certain liabilities 
         and claims were not assumed.  Some of those  creditors  have filed suit
         for the  collection of their claims against  P.S.M.S.,  Inc., the Texas
         corporation  formally  known as Mama Rizzo's  Inc.,  i.e.,  against the
         Corporation  which  owned the Mama  Rizzo's  business  acquired  by the
         Company's  subsidiary.  P.S.M.S.,  Inc. does not intend to defend those
         claims.  The  Company  has been  advised by counsel  that  neither  the
         Company nor its  subsidiary  should have  liability for those claims or
         for judgments emanating therefrom. The Company has however agreed under
         certain  circumstances  to  indemnify  Stephen and MaryAnn  Yamin,  the
         former  owners of Mama Rizzo's and MAY,  for any personal  liability or
         expenses they may incur in connection with those unassumed  liabilities
         as well as MAY.

         To date, four creditors of P.S.M.S.,  Inc., which  liabilities were not
         assumed by the Company or its  subsidiary  in the  acquisition  of Mama
         Rizzo's,  have  commenced  lawsuits  against the Company.  Two of these
         claims have been settled for  approximately  one-third of the unassumed
         liabilities,   principally   payable  over   approximately  two  years.
         Agreement has been reached,  but not yet finalized,  for the settlement
         of a third such claim on the same basis.  The aggregate  amount payable
         in these settlements is $246,770.

         A fourth  claim with  respect  to a Mama  Rizzo's  unassumed  liability
         remains  unresolved.  This claim involves a liability of  approximately
         $130,000  and  suit  has  been  brought  against  the  Company  and its
         subsidiary  for the  collection  thereof.  The  Company  has  commenced
         negotiations  for the settlement of this claim on a basis comparable to
         the settlements of the other three claims.

         Benton Bankruptcy

         As previously discussed,  Oren L. Benton, a significant  shareholder of
         the Company, filed for Chapter 11 bankruptcy protection on February 23,
         1995.  The  Company  has  conducted  business  with Mr.  Benton and his
         affiliates in the past.  Management  does not expect the  bankruptcy of
         Mr. Benton to have a material  adverse affect on the future  operations
         of the Company.


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

                  Liquidity and Capital Resources

                  At March 31,  1996,  the  Company's  cash balance was $131,000
                  compared to $806,000 at December  31,  1995.  Net cash used in
                  operating activities was $1,494,000 for the three months ended
                  March 31,  1996,  compared to net cash  provided by  operating
                  activities  of $714,000  during the same  period in 1995.  The
                  decrease in net cash flow from  operations  between periods is
                  primarily due to decreases in receivable collections, customer
                  deposits,  and  reduction  of  accounts  payable  and  accrued
                  liabilities.

                  During  the  first  quarter  of  1996,  $26,000  of  cash  was
                  generated by investing  activities.  As previously  discussed,
                  during the first  quarter of 1995,  the Company  completed its
                  acquisition  of the assets  and  certain  liabilities  of Mama
                  Rizzo's.  The Company used $3,000,000 during the first quarter
                  of 1995 in connection with the acquisition.

                  In July, 1995, the Company entered into an asset based lending
                  agreement  with Norwest  Business  Credit,  Inc. The agreement
                  provided  a  line  of  credit  up to  $2,000,000,  based  upon
                  collateral, inventory, equipment and receivables, at a rate of
                  prime plus 4% and extended through July, 1998. On December 19,
                  1995, the line was paid down with the  Renaissance  financing,
                  but  $2,000,000  was  available  as  a  facility  for  working
                  capital.  During the first  quarter of 1996,  net cash flow of
                  $773,000  was  generated  from  borrowings  under  the line of
                  credit.

                  In December,  1995, the Company  entered into a loan agreement
                  with  Renaissance for  $3,200,000,  at an interest rate of 9%,
                  convertible  into common stock at $1.50 per share,  subject to
                  adjustment  of  conversion  price at  January  1,  1997 if the
                  market  price of PRC stock for a period  prior to that date is
                  less than  $1.50.  If not  reduced  or  converted  prior,  the
                  debentures will mature on January 1, 2003.

                  MRI  assumed   certain   liabilities  of  Mama  Rizzo's  which
                  represent  trade  payables  due at the time of  purchase.  The
                  Company  has  also  agreed  under  certain   circumstances  to
                  indemnify Stephen and MaryAnn Yamin, the former owners of Mama
                  Rizzo's and MAY, for any personal  liability or expenses  they
                  may  incur  in   connection   with   defending   Mama  Rizzo's
                  liabilities not assumed by MRI. Trade payables and accrued
                  liabilities  include  amounts  due to  those  vendors,  and in
                  several  cases the amount due has been agreed to and supported
                  by notes  payable  over a period of time.  Terms  ranged  from
                  several months to 24 months,  with interest  ranging from none
                  to 11% per annum.

                  The  Company  is  considering  alternatives  for the  possible
                  restructuring  of its businesses,  including the possible sale
                  of some assets.  Proceeds of any such  restructuring  would in
                  part be utilized for the  Company's  Mama Rizzo's  pasta sauce
                  business.  No  final  decision  however  has  been  made  on a
                  restructuring   and  any  such   decision   will  require  the
                  concurrence  of the  Company's  secured  lenders with whom the
                  Company has initiated preliminary discussions.

                  At March 31,  1996,  there were no  material  commitments  for
                  capital expenditures.

                  Results of Operations

                  A net loss of  $788,000  was  recorded  by the Company for the
                  three  months  ended March 31, 1996  compared to a net loss of
                  $556,000  for the same period of the prior year.  Consolidated
                  revenues increased $877,000 between periods, but this increase
                  was offset by increases  in operating  expense of $782,000 and
                  interest expense of $125,000.

                  The following  discussion pertains to the operating results of
                  the  Company's  two  business  segments.  For purposes of this
                  discussion, the food processing equipment business is referred
                  to as "PRC" while the pasta  sauce  business is referred to as
                  "MRI".

                  PRC Operating Results

                  PRC recorded a loss from  operations  of $190,000 for both the
                  quarter  ended March 31, 1996 and the same period of the prior
                  year.

                  PRC revenues  decreased  $60,000,  or 5%, between  periods and
                  gross profit increased $79,000,  or 20%. The increase in gross
                  profit   was   primarily   the  result  of   efficiencies   in
                  manufacturing which resulted in an improvement of $139,000, or
                  17%, in cost of goods sold.

                  PRC  operating  expenses  increased  $80,000,  or 14%, for the
                  quarter  ended  March 31,  1996  compared  to the  prior  year
                  primarily as the result of an increase of $84,000, or 20%, in
                  general  and   administrative   expense.   PRC's  general  and
                  administrative expense was 43% of revenue for the period ended
                  March 31,  1996,  as compared to 34% for the prior year.  This
                  increase  was  primarily  the  result  of  increased   payroll
                  expense.

                  MRI Operating Results

                  The following discussion pertains to the March 31, 1996 actual
                  compared to March 31, 1995 pro forma operating results.

                  A net loss of  $444,000  was  recorded  by MRI for the quarter
                  ended  March 31, 1996  compared to a net loss of $701,000  for
                  the same period of the prior year.  The primary reason for the
                  decreased  loss  was  a  decrease  of  $275,000,  or  17%,  in
                  operating expense (see discussion below).

                  MRI revenues  decreased  $1,033,000,  or 33%,  between periods
                  while gross profit decreased $6,000, or 1%. This was primarily
                  the result of reduced manufacturing costs. Cost of goods sold,
                  as a percent of sales, was 57% for the period ending March 31,
                  1996 and 71% for the same period in 1995.

                  MRI operating  expenses  decreased  $269,000,  or 40%, between
                  periods.  The primary  reason for this decrease was a decrease
                  of $324,000, or 30%, in selling and marketing expense. General
                  and  administrative  expense  remained fairly constant between
                  periods.  MRI's general and administrative  expense was 20% of
                  revenues for the period  ended March 31, 1996  compared to 12%
                  for the prior year.  MRI's selling and  marketing  expense was
                  38% of revenues for the period  ended March 31, 1996  compared
                  to 36% for the prior year.

                  MRI  recorded  a loss  from  operations  of  $412,000  for the
                  quarter ended March 31, 1996 compared to $682,000 for the same
                  period of the prior year. The decrease in loss of $269,000, or
                  40%, was primarily the result of decreased operating expenses.

                           PART II - OTHER INFORMATION


Items 1-5         -  None Applicable

Item 6            -  Exhibits and Reports on Form 8-K

                     (a)            None applicable

                     (b)            None applicable


                                   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.



                                       PACKAGING RESEARCH CORPORATION
                                       Registrant



Dated:   May 14, 1996                  By:/s/ ROBERT A. FILLINGHAM
      ------------------                  ------------------------
                                          Robert A. Fillingham
                                          President
                                          (Principal Executive Officer)

Dated:   May 14, 1996                  By:/s/ ROBERT H. PORTER
      ------------------                  --------------------
                                          Robert H. Porter
                                          Chief Financial Officer
                                          (Principal Financial Officer)



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