<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MAY 31, 1999
------------------------------------------
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 333-05885
-------------------------------------------------
PACKAGING RESOURCES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 36-3321568
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
ONE CONWAY PARK, 100 FIELD DRIVE, SUITE 300, LAKE FOREST, ILLINOIS 60045
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(847) 295-6100
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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.
[ X ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the amount outstanding of each of the issuer's classes of common stock,
as of the latest practicable date.
As of May 31, 1999, the issuer had outstanding 1,000 shares of Common
Stock, $.01 par value per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PACKAGING RESOURCES INCORPORATED
STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
May 31
----------------------
1999 1998
------- -------
<S> <C> <C>
Net sales $40,697 $36,821
Cost of goods sold 32,499 29,172
------- -------
Gross profit 8,198 7,649
Selling, general & administrative expenses 2,013 1,467
Amortization of intangibles and other assets 178 178
------- -------
Operating income 6,007 6,004
Interest expense 3,825 3,388
------- -------
Income before income taxes 2,182 2,616
Income tax expense 938 1,125
------- -------
Net income $ 1,244 $ 1,491
------- -------
------- -------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 28,
ASSETS 1999 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,814 $ 1,672
Accounts receivable, net 18,030 13,915
Inventories 24,751 24,922
Prepaid expenses 768 431
Deferred income taxes 776 776
--------- ---------
Total current assets 46,139 41,716
Property, plant, and equipment, net 91,347 75,988
Intangibles, net 18,903 19,081
Other assets 6,102 18,031
--------- ---------
$162,491 $154,816
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt $ 600 $ 126
Accounts payable 15,963 12,114
Accrued expenses 7,456 14,649
--------- ---------
Total current liabilities 24,019 26,889
Long-term debt, excluding current maturities 139,106 130,668
Deferred income taxes 10,047 9,184
--------- ---------
Total liabilities 173,172 166,741
--------- ---------
Stockholder's equity (deficit):
Common stock, $.01 par value; 1,000 shares authorized,
issued, and outstanding - -
Accumulated deficit (10,681) (11,925)
-------- ---------
Total stockholder's equity (deficit) (10,681) (11,925)
-------- ---------
$162,491 $154,816
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
May 31
1999 1998
-------- ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,244 $ 1,491
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,591 2,279
Deferred income taxes 863 1,068
Change in assets and liabilities:
Change in current assets (4,281) (1,058)
Change in current liabilities (3,344) (947)
Change in other assets 11,763 (630)
--------- --------
Net cash provided by operating activities 8,836 2,203
--------- --------
Cash flows from investing activities:
Capital expenditures (17,606) (8,448)
--------- --------
Net cash used in investing activities (17,606) (8,448)
--------- --------
Cash flows from financing activities:
Borrowings under credit agreement 5,500 0
Borrowings under equipment acquisition loans 3,412 0
--------- --------
Net cash provided by financing activities 8,912 0
--------- --------
Net increase (decrease) in cash and cash equivalents 142 (6,245)
Cash and cash equivalents at beginning of period 1,672 7,929
--------- --------
Cash and cash equivalents at end of period $ 1,814 $ 1,684
--------- --------
--------- --------
Supplemental disclosure of cash flow information - cash paid for:
Interest $6,822 $6,419
Income taxes $75 $56
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PACKAGING RESOURCES INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1) BASIS OF PRESENTATION
The balance sheet as of May 31, 1999 and the statement of operations for the
three months ended May 31, 1999 and the statement of cash flows for the three
months ended May 31, 1999 have been prepared by Packaging Resources Incorporated
("PRI" or the "Company"). In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the financial results for the interim periods included herein
have been made. The results of operations for the three months ended May 31,
1999 are not necessarily indicative of the results to be expected for the full
year.
For further information, refer to the financial statements and footnotes
included in the Company's annual report on Form 10-K for the fiscal year
ended February 28, 1999.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained herein include forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. PRI has
based these forward-looking statements on its current expectations and
projections about future events. These forward-looking statements are subject to
risks and uncertainties, including, among other things:
- PRI's reliance on key customers and supply agreements
- Trends and conditions in the rigid plastic packaging and plastic
beverage cup industries, including fluctuations in resin costs
- PRI's substantial debt
- PRI's future capital needs and
- PRI's ability to compete
PRI undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, actual results may differ materially
from those reflected in any forward-looking statements.
RESULTS OF OPERATIONS - THREE MONTH PERIOD ENDED MAY 31, 1999 COMPARED TO
THE THREE MONTH PERIOD ENDED MAY 31, 1998
NET SALES: Net sales increased $3.9 million, or 10.6%, from $36.8
million in the first quarter of fiscal 1999 to $40.7 million in the first
quarter of fiscal 2000. Packaging sales increased $2.8 million, or 10.5%, from
$26.7 million in the first quarter of fiscal 1999 to $29.5 million in the first
quarter of fiscal 2000 primarily due to new sales of food storage containers to
S.C. Johnson & Son, Inc. Promotional sales increased $1.1 million, or 10.9%,
from $10.1 million in the first quarter of fiscal 1999 to $11.2 million in the
first quarter of fiscal 2000. This increase was primarily due to higher volume
including sales of the Company's new 32 ounce polystyrene "Cruiser Cup" to
Tricon Restaurant Services Group, Inc.
GROSS PROFIT: Gross profit increased $0.6 million, from $7.6 million in
the first quarter of fiscal 1999 to $8.2 million in the first quarter of fiscal
2000. Gross margins decreased slightly from 20.8% in the first quarter of fiscal
1999 to 20.1% in the first quarter of fiscal 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses increased $0.5 million, from $1.5 million in the first
quarter of fiscal 1999 to $2.0 million in the first quarter of fiscal 2000, and
increased as a percentage of net sales from 4.0% to 4.9% primarily due to higher
salary and travel and entertainment expenses.
OPERATING INCOME: Operating income of $6.0 million in the first quarter
of fiscal 1999 was comparable to the first quarter of fiscal 2000, but decreased
as a percentage of net sales from 16.3% to 14.8% primarily due to the higher
level of selling, general and administrative expenses.
INTEREST EXPENSE: Interest expense increased $0.4 million, from $3.4
million in the first quarter of fiscal 1999 to $3.8 million in the first quarter
of fiscal 2000, due to borrowings under the Company's Credit Agreement.
INCOME TAXES: Income taxes decreased $0.2 million, from $1.1 million in
the first quarter of fiscal 1999 to $0.9 million in the first quarter of fiscal
2000, due to lower earnings. The Company's effective state and Federal tax rate
was 43% in the first quarters of fiscal 1999 and 2000.
NET INCOME: For the reasons noted above, net income decreased $0.3
million, from $1.5 million in the first quarter of fiscal 1999 to $1.2 million
in the first quarter of fiscal 2000.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 1999, PRI's Bank Credit Agreement ("Credit Agreement") was amended
to permit the Company to borrow an additional $10.0 million through equipment
acquisition term loans. On April 27, 1999, the Company further amended the
Credit Agreement to increase the revolving credit capacity to a maximum of $22.5
million, and to reduce the amount of available equipment acquisition term loans
to $7.5 million. As of May 31, 1999, there were $29.7 million of outstanding
borrowings under the Credit Agreement.
Cash provided by operating activities increased to $8.8 million in the first
three months of fiscal 2000 from $2.2 million in the comparable period of fiscal
1999. The increase resulted primarily from a decrease in other assets. The
decrease in other assets resulted from the reimbursement for deposits for
equipment that will be leased and deposits related to equipment that has been
placed in service that has been reclassified to property, plant and equipment.
This change more than offset the decrease from changes in working capital.
Capital expenditures were $8.4 million and $17.6 million for the first three
months of fiscal 1999 and 2000, respectively. These expenditures, which expanded
production capacity and reduced costs, include (i) the addition of new
production lines and printing equipment, (ii) the expansion of the Company's
manufacturing space and (iii) the engineering and manufacture of new production
molds. PRI's estimated capital expenditures for the balance of fiscal 2000 are
expected to range from $10.0 million to $15.0 million and will include new
equipment and molds as well as plant modifications.
In June 1999 the Company sold a building in Ft. Worth, Texas. The disposal of
this building will not have a material impact on the Company's financial
condition or results of operations.
During the first three months of fiscal 2000, cash provided by financing
activities was $8.9 million which included $5.5 million borrowed under the
Revolving Credit Facility and $3.4 million borrowed through Equipment
Acquisition Term Loans.
Although there can be no assurances, the Company anticipates that its operating
cash flow along with the borrowings available under the Credit Agreement, will
be sufficient to meet its current operating expenses, projected capital
expenditures and debt service requirements as they become due.
Instruments governing the Company's indebtedness, including the Credit Agreement
and the Indenture governing the Senior Secured Notes, contain financial and
other covenants that restrict, among other things, the Company's ability to
incur additional indebtedness, incur liens, pay dividends or make certain other
restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates, merge or consolidate with any other person or
sell, assign, transfer, lease, convey or otherwise dispose of substantially all
of the assets of the Company. Such limitations, together with the highly
leveraged nature of the Company, could limit corporate and operating activities,
including the Company's ability to respond to market conditions, to provide for
unanticipated capital investments or to take advantage of business
opportunities.
<PAGE>
RECENT DEVELOPMENTS
In fiscal 1999 the Company commenced significant new business with both existing
and new customers. In June 1998, PRI began serving as the sole supplier to S.C.
Johnson & Son, Inc. of reusable/disposable food storage containers which are
sold under the "Ziploc" brand name under a contract that expires in June 2003.
In June 1998, the Company also began serving as the majority supplier to Tricon
Restaurant Services Group, Inc., under a contract that expires in May 2001, for
a 32 ounce thermoform "Cruiser Cup" that has been introduced nationally in the
Taco Bell chain of restaurants. This new disposable plastic cup is available for
soft drinks and replaced all 32 ounce paper cups in the Taco Bell system. In
addition, the Company has recently entered into a five year agreement with
PepsiCo Inc. for PRI to be the sole supplier of a new "Twist `N Go" beverage
container that will be sold as a cup designed specifically to capture the
fountain beverage take-out market. Shipments of this new container are expected
to commence later in the summer of 1999.
As previously reported, the Dannon Company, Inc. ("Dannon") advised the Company
that PRI will no longer serve as a supplier of Dannon's eight ounce yogurt cups
after the expiration of the current supply agreement for this product in
December 1999. The Dannon eight ounce cups accounted for approximately 11% of
the Company's net sales during the three months ended May 31, 1999.
As previously reported, the Company's existing agreement relating to the supply
of six ounce yogurt cups to Yoplait U.S.A., a division of General Mills, Inc.
("Yoplait"), will expire in December 1999 and will not be extended or renewed.
Yoplait six ounce cups accounted for approximately 16% of the Company's net
sales during the three months ended May 31, 1999. The Company will continue to
serve as the sole supplier of Yoplait's four ounce cups under a contract that
expires in February 2003.
Although there can be no assurances, PRI expects that the aforementioned new
business will more than offset its loss of business with Yoplait and Dannon.
IMPACT OF THE YEAR 2000 ON THE COMPANY'S OPERATIONS
The year 2000 ("Y2K") issue refers generally to computer applications using only
the last two digits to refer to a year rather than all four digits. As a result,
these applications could fail or create erroneous results if they recognize "00"
as the year 1900 rather than the year 2000. The Company has taken Y2K
initiatives in the areas of information technology and third-party
relationships.
The Company has focused its efforts on the high-risk areas of computer hardware,
operating systems and software applications. The principal risks to the Company
relating to its information technology are failure to correctly bill customers
and pay invoices. However, after completing modifications of its software
applications, the Company's assessment and testing of existing equipment
revealed that its hardware, network operating systems and software applications
are Y2K compliant.
The Company has third-party relationships with customers and suppliers. Many of
these third parties are publicly traded corporations and subject to disclosure
requirements. The Company has begun assessment of major third parties' Y2K
readiness while simultaneously responding to their inquiries regarding the
Company's readiness. The principal risks to the Company in its relationships
with third parties are the failure of third-party systems used to conduct
business. Based on Y2K compliance work done to date, the Company has no reason
to believe that key customers and suppliers will not be Y2K compliant in all
material respects or that suppliers cannot be replaced within an acceptable
timeframe. Additionally, the Company has obtained or is in the process of
obtaining compliance certification from suppliers of key services.
<PAGE>
Contingency plans generally involve the development and testing of manual
procedures or the use of alternate systems. Viable contingency plans are
difficult to develop for potential third party Y2K failures. Based on the
Company's current assessment of Y2K readiness relating to information technology
and third parties, the Company has not implemented a Y2K contingency plan to
date. However, the Company will continue to assess the need for such a plan.
Currently, the Company believes its cost to successfully mitigate the Y2K issue
has not been and is not anticipated to be material to the Company's financial
position or results from operations. However, the Company's description of its
Y2K compliance issue is based upon information obtained by management through
evaluations of internal business systems and from inquiries of key customers and
major suppliers concerning their compliance efforts. If key customers or major
suppliers with whom the Company does business fail to adequately address their
Y2K issues, the Company's financial position or results from operations could be
materially adversely affected.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of certain market risks related to the
Company, see Part I, Item 7a. "Quantitative and Qualitative
Disclosures about Market Risk" in the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1999.
Based on borrowings outstanding under the Credit Agreement as
of May 31, 1999, the Company estimates that a 1% increase in
interest rates would result in an approximate $300,000
increase in annual interest expense.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
N/A
ITEM 2. CHANGES IN SECURITIES
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
N/A
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: The following exhibit is included in this Report
on Form 10-Q:
27.1 Financial Statement Schedule
(b) REPORTS ON FORM 8-K: The Company did not file any reports
on Form 8-K during the three months ended May 31, 1999.
<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.
PACKAGING RESOURCES INCORPORATED
Registrant
Date July 15, 1999 /s/ Jerry J. Corirossi
--------------- -----------------------------------------------------
Jerry J. Corirossi
Executive Vice President, Finance and Administration
and Chief Financial Officer and duly
authorized officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> MAY-31-1999
<CASH> 1,814
<SECURITIES> 0
<RECEIVABLES> 18,030
<ALLOWANCES> 0
<INVENTORY> 24,751
<CURRENT-ASSETS> 46,139
<PP&E> 152,307
<DEPRECIATION> (60,960)
<TOTAL-ASSETS> 162,491
<CURRENT-LIABILITIES> 24,019
<BONDS> 110,000
0
0
<COMMON> 0
<OTHER-SE> (10,681)
<TOTAL-LIABILITY-AND-EQUITY> 162,491
<SALES> 40,697
<TOTAL-REVENUES> 40,697
<CGS> 32,499
<TOTAL-COSTS> 32,499
<OTHER-EXPENSES> 178
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,825
<INCOME-PRETAX> 2,182
<INCOME-TAX> 938
<INCOME-CONTINUING> 1,244
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,244
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
