<PAGE> 1
Part I
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 1999
( ) 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 0-30067
PVC CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2616435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Industrial Way West, Eatontown, New Jersey 07724
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (732) 542-0060
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at December 31, 1999
Common $.01 par value 7,042,455 shares
<PAGE> 2
Part I
CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
---------
PART I. FINANCIAL INFORMATION
<S> <C>
Consolidated Balance Sheets-December 31, 1999 and June 30, 1999 3
Consolidated Statements of Operations-Three Months Ended December
31, 1999 and 1998 and Six Months Ended December 31, 1999 and
1998 4
Consolidated Statements of Cash Flows-Six Months Ended
December 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-10
PART II. OTHER INFORMATION 11
</TABLE>
<PAGE> 3
Part I
PVC Container Corporation
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
DECEMBER JUNE
31, 1999 30, 1999
---------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 88,284 $ 784,087
Accounts receivable, net 11,046,116 12,815,674
Inventories 15,056,167 13,386,060
Prepaid expenses and other current assets 1,295,484 1,146,070
Deferred income taxes 1,517,271 1,517,271
Net assets held for disposition 4,350,730
---------------------------------
Total current assets 29,003,322 33,999,892
Other assets 108,834 235,784
Goodwill, net of accumulated amortization 3,986,282 3,826,482
Unexpended proceeds from construction loan 3,997,317 4,724,914
Properties, plant and equipment at cost, net 38,566,452 40,565,496
---------------------------------
$75,662,207 $83,352,568
=================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,708,286 $ 9,596,606
Accrued expenses 3,982,524 4,864,355
Income taxes payable 277,865 1,337,291
Current portion of long-term debt 3,839,252 4,561,844
---------------------------------
Total current liabilities 15,807,927 20,360,096
Long-term debt 36,991,565 39,413,118
Deferred income taxes 3,103,544 3,103,544
Stockholders' equity:
Preferred stock, par value $1.00, authorized 1,000,000 shares, none
issued
Common stock, par value $.01, authorized 10,000,000 shares, 7,042,455 and
7,038,705 shares issued and outstanding as of December 31, 1999 and June 30,
1999, respectively 70,424 70,387
Capital in excess of par value 3,801,928 3,786,497
Retained earnings 15,886,819 16,618,926
---------------------------------
Total stockholders' equity 19,759,171 20,475,810
---------------------------------
$75,662,207 $83,352,568
=================================
</TABLE>
See accompanying notes.
3
<PAGE> 4
Part I
PVC Container Corporation
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31 SIX MONTHS ENDED DECEMBER 31
---------------------------------------------------------------------------
1999 1998 1999 1998
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $21,069,800 $18,702,071 $41,995,723 $37,314,748
Cost and expenses:
Cost of goods sold (exclusive of
depreciation and amortization
expense shown separately below) 17,041,274 14,218,260 33,587,798 29,648,156
Selling, general and administrative
expenses 2,535,457 2,102,114 4,813,953 4,033,380
Depreciation and amortization 1,641,822 1,817,181 3,413,104 3,428,147
---------------------------------------------------------------------------
21,218,553 18,137,555 41,814,855 37,109,683
---------------------------------------------------------------------------
(Loss) income from operations (148,753) 564,516 180,868 205,065
Other (expense) income:
Interest expense (711,108) (697,833) (1,335,414) (1,182,056)
Other (expenses) income (79,261) 200,168 (65,561) 243,563
---------------------------------------------------------------------------
(790,369) (497,665) (1,400,975) (938,493)
---------------------------------------------------------------------------
(Loss) income before provision for income
taxes (939,122) 66,851 (1,220,107) (733,428)
Benefit (provision) for income taxes 375,600 (26,700) 488,000 293,300
---------------------------------------------------------------------------
Net (loss) income $ (563,522) $ 40,151 $ (732,107) $ (440,128)
===========================================================================
(Net loss) earnings per share (basic
and diluted) $(.08) $.01 $(.10) $(.06)
===========================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 5
Part I
PVC Container Corporation
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31
1999 1998
----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (732,107) $ (440,128)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 3,413,104 3,428,147
Loss on sale of building 173,818
Gain on sale of equipment (18,000) (107,000)
Changes in assets and liabilities:
Accounts receivable-net of allowances 1,769,558 2,598,111
Inventories (1,670,107) (485,306)
Prepaid expenses, taxes and other current assets (149,414) (194,959)
Other assets 126,950 313,235
Accounts payable and accrued expenses (2,770,151) (3,702,396)
Income taxes payable (1,059,426) (206,973)
----------------------------------------
Net cash (used in) provided by operating activities (915,775) 1,202,731
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of business (12,000,000)
Capital expenditures (931,638) (1,938,950)
Proceeds from sale of building 4,262,286
Proceeds from sale of equipment 18,000 107,000
----------------------------------------
Net cash provided by (used in) investing activities 3,348,648 (13,831,950)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 15,469
Payments of long-term debt (6,068,986) (1,543,112)
Proceeds from long-term debt 2,924,841 13,400,000
----------------------------------------
Net cash (used in) provided by financing activities (3,128,676) 11,856,888
----------------------------------------
Net decrease in cash and cash equivalents (695,803) (772,331)
Cash and cash equivalents at beginning of period 784,087 868,498
----------------------------------------
Cash and cash equivalents at end of period $ 88,284 $ 96,167
========================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 1,313,142 $ 1,050,001
========================================
Income taxes paid $ 570,575 $ 106,350
========================================
</TABLE>
See accompanying notes.
5
<PAGE> 6
Part I
PVC Container Corporation
Notes to Consolidated Financial Statements (continued)
Note 1 In the opinion of the Company, the accompanying consolidated
financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the
consolidated financial position as of December 31, 1999, and the
consolidated results of operations and cash flows for the six month
periods ended December 31, 1999 and 1998.
While the Company believes that the disclosures presented are
adequate to make the information not misleading, it is suggested that
these condensed financial statements be read in conjunction with the
financial statements and the notes included in the Company's latest
annual report on Form 10-K.
Diluted earnings per share are based on the average number of common
shares outstanding during each period, assuming exercise of all stock
options having exercise prices less than the average market price of
the common stock using the treasury stock method. Common stock and
common stock equivalents amounted to 7,040,101 and 7,004,705 for the
six month periods ended December 31, 1999 and 1998, respectively.
Note 2 The accompanying consolidated financial statements include the
accounts of PVC Container Corporation and its wholly-owned
subsidiaries, Novatec Plastics Corporation, Marpac Industries, Inc.,
Airopak Corporation ("Airopak") and PVC Container International Sales
Corporation, a foreign sales company incorporated in the U.S. Virgin
Islands on March 1, 1993. All intercompany accounts have been
eliminated.
Note 3 Excluded from the consolidated statements of cash flows for the six
months ended December 31, 1999 was the effect of certain noncash
financing activities related to the $2.5 million and $7.3 million
loans obtained by the Company from GE Capital in March 1998 and June
1998, respectively, the $3.5 million loan from GE Capital obtained by
the Company in April 1997 and the $5.5 million South Carolina EDA
loan obtained by the Company in April 1996. Capital expenditures in
connection with these agreements totaled approximately $728,000 and
$2,630,000 for the six months ended December 31, 1999 and 1998,
respectively.
6
<PAGE> 7
Part I
PVC Container Corporation
Notes to Consolidated Financial Statements (continued)
Note 4 Inventories consist of:
<TABLE>
<CAPTION>
DECEMBER JUNE
31, 1999 30, 1999
------------------------------------
<S> <C> <C>
Raw materials $ 5,291,270 $ 4,641,472
Finished goods and supplies 8,414,528 7,419,735
------------------------------------
Total LIFO inventories 13,705,798 12,061,207
Molds for resale in production 820,653 853,433
Supplies 529,716 471,420
------------------------------------
$15,056,167 $13,386,060
====================================
</TABLE>
7
<PAGE> 8
Part I
PVC CONTAINER CORPORATION
Management's Discussion and Analysis of Financial Condition and Results of
Operations
RESULTS OF OPERATIONS
Net sales for the three month period ended December 31, 1999 increased by 12.7%
to $21,070,000 as compared to $18,702,000 for the three month period ended
December 31, 1998. For the six months ended December 31, 1999, sales increased
by 12.5% to $41,996,000 compared to $37,315,000 for the six month period ended
December 31, 1998. Growth in the Company's Specialty Products line as well as a
general improvement in the demand for plastic compounds resulted in the higher
revenues for the current period.
Cost of goods sold for the three months ended December 31, 1999 was $17,041,000
or 80.0% of net sales as compared to $14,218,000 or 76.0% of net sales for the
three months ended December 31, 1998. For the six months ended December 31, 1999
cost of goods sold was $33,588,000 or 79.9% of net sales as compared to
$29,648,000 or 79.4% for the six months ended December 31, 1998. This increase
is mainly attributable to the under absorption of overhead expenses, along with
the increased pricing of plastic compounds and resins.
Selling, General and Administrative expenses ("SG&A") increased by $433,000 for
the three month period ended December 31,1999, and by $781,000 for the six month
period ended December 31, 1999 compared to the same period a year ago. For the
quarter ended December 31, 1999, SG&A expenses were $2,535,000 or 12% of net
sales, as compared to $2,102,000 or 11.2% of net sales for the quarter ended
December 31, 1998. For the six months ended December 31, 1999, SG&A expenses
were $4,814,000 or 11.4% of net sales as compared to $4,033,000 or 10.8% of net
sales for the six month period ended December 31, 1998. This increase is mainly
attributable to the 35% and 28% increase in personnel costs for the quarter and
six months ended December 31, 1999 respectively as compared to the same period
last year reflecting the Company's additional administrative and sales and
marketing workforce. Additionally, the Company has incurred additional rental
costs resulting from its relocation of the executive and administrative
functions resulting from the sale of its manufacturing and office facility in
Eatontown, New Jersey.
Depreciation and amortization expenses decreased to a level of $1,642,000 for
the three months ended December 31, 1999 as compared to $1,817,000 for the three
months ended December 31, 1998. For the six month period ended December 31,
1999, depreciation and amortization expenses were $3,413,000 as compared to
$3,428,000 for the six month period ended December 31, 1998. The primary cause
for the reduction during the quarter ended December 31, 1999 is the effect of
certain manufacturing assets becoming fully depreciated in the current fiscal
year.
Income from Operations decreased $713,000 during the three month period ended
December 31, 1999 as compared to the same period a year ago. For the three month
period ended December 31, 1999, Income (Loss) from Operations was ($149,000) or
8
<PAGE> 9
(0.7%) of net sales, as compared to $565,000 or 3% of net sales for the three
months ended December 31, 1998. Income from Operations for the six month period
ended December 31, 1999 decreased to $181,000 or 0.4% of net sales as compared
to $205,000 or 0.6% of net sales for the six month period ended December 31,
1998. The decrease in Operating Income (Loss) is principally the result of lower
operating margins, lower plant utilization, higher unabsorbed factory overhead
and increase in raw material costs during the six month period ended December
31, 1999.
Net income (loss) for the quarter ended December 31, 1999 decreased to
($564,000) or ($.08) on a diluted earnings per share basis as compared to
$40,000 or $.01 on a diluted earnings per share basis for the same period a year
ago. For the six months ended December 31, 1999, net loss increased to
$(732,000) or $(.10) on a diluted earnings per share basis as compared to
($440,000) or ($.06) on a diluted earnings per share basis for the six month
period ended December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity position and working capital remained adequate for the
six month period ended December 31, 1999. Net working capital at December 31,
1999 decreased $445,000 to $13,195,000 compared to $13,640,000 as of June 30,
1999. The current ratio of assets to liabilities increased from 1.7 to 1.8 at
December 31, 1999, primarily attributable to the recognition of an income tax
benefit associated with the Company's net loss for the six months ended December
31, 1999.
During the six month period ended December 31, 1999, the Company generated
$4,262,000 and $2,925,000 from proceeds from the sale of our facility located in
Eatontown, New Jersey and long term debt respectively. These funds were
primarily used to acquire capital assets of $932,000, finance working capital
and operations for $916,000 and reduce long term debt by $6,069,000.
The Company's short term liquidity and short term capital resources are adequate
for timely payment to trade and other creditors. The Company's sources of credit
are sufficient to meet its working capital and capital needs in the foreseeable
future. At December 31, 1999, the Company had unused sources of liquidity
consisting of cash and cash equivalents of $88,000 and the availability of the
unused credit under a revolving credit facility of $2,100,000.
The Company's building located at 401 Industrial Way West, Eatontown, New Jersey
which was previously classified as Asset Held for Sale was sold in December,
1999 at approximately $173,000 less than book value of the property. This loss
on the sale is reflected in Other Income (Expense) in the December 31, 1999
Consolidated Statement of Operations.
IMPACT OF YEAR 2000
9
<PAGE> 10
Although the date is now past January 1, 2000, we have not experienced an
immediate adverse impact from the transition to the Year 2000. However, we
cannot provide assurance that we or our suppliers and customers have not been
affected in a manner that is not yet apparent. In addition, some computer
programs that were date sensitive to the Year 2000 may not have been programmed
to process the Year 2000 as a leap year, and any negative consequential effects
remain unknown. As a result, we will continue to monitor the Year 2000
compliance of our suppliers and customers.
10
<PAGE> 11
Part II
PVC Container Corporation
Other Information
Item 6 - Exhibits and Reports on Form 8-K:
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for
the three months ended December 31, 1999.
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.
PVC CONTAINER CORPORATION
By /s/ Phillip Friedman
-------------------------------
Phillip Friedman, President and
Principal Financial Officer
Date: February 14, 2000
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 88,284
<SECURITIES> 0
<RECEIVABLES> 11,903,069
<ALLOWANCES> 856,953
<INVENTORY> 15,056,167
<CURRENT-ASSETS> 29,003,322
<PP&E> 69,794,506
<DEPRECIATION> 31,228,054
<TOTAL-ASSETS> 75,662,207
<CURRENT-LIABILITIES> 15,807,927
<BONDS> 40,095,109
0
0
<COMMON> 70,424
<OTHER-SE> 19,688,747
<TOTAL-LIABILITY-AND-EQUITY> 75,662,207
<SALES> 41,995,723
<TOTAL-REVENUES> 41,930,162
<CGS> 33,587,798
<TOTAL-COSTS> 41,814,855
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,335,414
<INCOME-PRETAX> (1,220,107)
<INCOME-TAX> 488,000
<INCOME-CONTINUING> (732,107)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (732,107)
<EPS-BASIC> (.10)
<EPS-DILUTED> (.10)
</TABLE>
