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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, 2000
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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
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Packaging Resources Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 36-3321568
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Conway Park, 100 Field Drive, Suite 300, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip code)
(847) 295-6100
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(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 June 30, 2000, the issuer had outstanding 1,000 shares of Common
Stock, $.01 par value per share.
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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
------------------------
2000 1999
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<S> <C> <C>
Net sales $ 32,165 $ 40,697
Cost of goods sold 29,430 32,499
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Gross profit 2,735 8,198
Selling, general & administrative expenses 1,690 2,013
Amortization of intangibles and other assets 178 178
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Operating income 867 6,007
Interest expense 4,101 3,825
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Income (loss) before income taxes (3,234)
2,182
Income tax expense (benefit) (1,293) 938
-------- --------
Net income (loss) ($ 1,941) $ 1,244
======== ========
</TABLE>
See accompanying notes to financial statements.
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PACKAGING RESOURCES INCORPORATED
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 29,
ASSETS 2000 2000
---------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 546 $ 304
Accounts receivable, net 14,746 15,541
Inventories 27,067 30,353
Other current assets 1,916 1,210
Deferred income taxes 868 868
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Total current assets 45,143 48,276
Property, plant, and equipment, net 87,003 86,946
Intangibles, net 18,190 18,368
Other assets 1,965 2,544
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$ 152,301 $ 156,134
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt $ 142,442 $ 1,500
Accounts payable 12,893 15,121
Accrued expenses 12,852 10,664
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Total current liabilities 168,187 27,285
Long-term debt, excluding current maturities - 141,500
Deferred income taxes 4,648 5,942
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Total liabilities 172,835 174,727
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Stockholder's equity (deficit):
Common stock, $.01 par value; 1,000 shares authorized,
issued, and outstanding - -
Accumulated deficit (20,534) (18,593)
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Total stockholder's equity (deficit) (20,534) (18,593)
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$ 152,301 $ 156,134
========= =========
</TABLE>
See accompanying notes to financial statements.
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PACKAGING RESOURCES INCORPORATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
May 31
------
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($ 1,941) $ 1,244
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 2,663 2,591
Deferred income taxes (1,294) 863
Change in assets and liabilities:
Change in current assets 3,375 (4,281)
Change in current liabilities (40) (3,344)
Change in other assets 413 11,763
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Net cash provided by operating activities 3,176 8,836
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Cash flows from investing activities:
Capital expenditures (2,376) (17,606)
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Net cash used in investing activities (2,376) (17,606)
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Cash flows from financing activities:
Borrowings (payments) under credit agreement (1,500) 5,500
Net borrowings under equipment acquisition loans 942 3,412
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Net cash provided by (used in) financing activities (558) 8,912
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Net increase in cash and cash equivalents 242 142
Cash and cash equivalents at beginning of period 304 1,672
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Cash and cash equivalents at end of period $ 546 $ 1,814
======== ========
Supplemental disclosure of cash flow information - cash paid for:
Interest $ 593 $ 6,822
Income taxes $ 0 $ 75
</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, 2000 and the statement of operations for the
three months ended May 31, 2000 and the statement of cash flows for the three
months ended May 31, 2000 have been prepared by Packaging Resources
Incorporated ("PRI" or the "Company") on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. As explained in the following
paragraphs, PRI is in default under certain loan agreements. Therefore, all
amounts outstanding under the Credit Agreement and the 11 5/8% Senior
Secured Notes (the "PRI Notes") are classified as current liabilities at
May 31, 2000. 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, 2000 are not
necessarily indicative of the results to be expected for the full year.
The Company spent heavily in fiscal 1999 and 2000 to expand its production
capacity for both promotional and packaging products. Capital expenditures
for those years exceeded $63.0 million. Management believes that these
expenditures have positioned the Company to pursue additional business
opportunities with new and existing customers. However, the failure to obtain
certain anticipated new business on a timely basis has restricted the
Company's available liquidity. As a result, the Company did not make the
interest payment of $6.4 million due May 1, 2000 on the PRI Notes and did not
pay a dividend to its parent, Packaging Resources Group, Inc. ("Group"), in
order to fund the interest payment of $1.8 million due May 31, 2000 on
Group's 13% Senior Notes due June 30, 2003 (the "Group Notes").
The failure to make the interest payments discussed above constitutes defaults
under both of the Indentures governing such Notes. In addition, the defaults
under the Indentures trigger certain cross-default provisions with respect to
the Company's Credit Agreement. The Company has entered into forbearance
agreements with the holders of approximately 80% of the PRI Notes and
approximately 57% of the Group Notes pursuant to which such holders have agreed
to forbear exercise of any remedies, including acceleration of the applicable
debt obligations, as a result of the above-described events of default until
July 28, 2000 or earlier in certain circumstances, including the occurrence of
any other events of default. Under the terms of the forbearance agreements, PRI
has agreed, among other things, to use commercially reasonable efforts to pursue
a sale of the capital stock of the Company or all or substantially all of the
Company's assets. The lender under the Credit Agreement has entered into a
similar forbearance agreement. There can be no assurance that any such
forbearance agreement will be extended or that a holder of Group Notes or PRI
Notes that is not party to a forbearance agreement will not seek to exercise
remedies with respect to its debt claims.
Management recognizes that the Company must generate additional resources or
consider modifications to its existing operating structure in order to enable
the Company to meet its obligations as they mature. To that end, on April 20,
2000, the Company announced that it has retained the investment banking firm
Deutsche Bank Securities, Inc. to assist in the sale of the Company. Management
expects that these efforts will result in the introduction of other parties with
interests and resources that are compatible with the Company's objectives.
However, there can be no assurance whatsoever that any transaction with any
third party will take place or, even if one does occur, about the nature and
extent of any terms and conditions of any such potential transaction.
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 29, 2000.
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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 and existing defaults thereunder
- 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, 2000 COMPARED TO THE
THREE MONTH PERIOD ENDED MAY 31, 1999
NET SALES: Net sales decreased $8.5 million, or 20.9%, from $40.7
million in the first quarter of fiscal 2000 to $32.2 million in the first
quarter of fiscal 2001. Packaging sales decreased $11.3 million, or 38.3%,
from $29.5 million in the first quarter of fiscal 2000 to $18.2 million in
the first quarter of fiscal 2001. This decrease was primarily due to the loss
of the Yoplait U.S.A. ("Yoplait") six ounce yogurt cup business and The
Dannon Company, Inc. ("Dannon") eight ounce yogurt cup business as a result
of the expiration of the related supply agreements in December 1999.
Promotional sales increased $2.8 million, or 25.0%, from $11.2 million in the
first quarter of fiscal 2000 to $14.0 million in the first quarter of fiscal
2001. This increase was primarily due to higher volume including sales of the
Company's TWIST N' GO -Registered Trademark- beverage container to Pepsi-Cola
Company ("Pepsi") which first began in the summer of 1999.
GROSS PROFIT: Gross profit decreased $5.5 million, from $8.2 million in
the first quarter of fiscal 2000 to $2.7 million in the first quarter of fiscal
2001. Gross margins decreased from 20.1% in the first quarter of fiscal 2000 to
8.5% in the first quarter of fiscal 2001. Gross profit decreased primarily due
to the combination of lower net sales, unfavorable product mix from lower sales
of higher margin Yoplait and Dannon products and additional costs related to
equipment leases entered into later in fiscal 2000. This decrease was partially
offset by cost savings attributed to the transfer in the third quarter of fiscal
2000 of the production activities at the Company's Kansas City, Missouri
facility to other plants to reduce manufacturing overhead costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses decreased $0.3 million, from $2.0 million in the first
quarter of fiscal 2000 to $1.7 million in the first quarter of fiscal 2001
primarily due to lower salary and travel expenses, but increased as a percentage
of net sales from 4.9% to 5.3% due to lower net sales.
OPERATING INCOME: Operating income decreased $5.1 million, from $6.0
million, or 14.8% of net sales, in the first quarter of fiscal 2000 to $0.9
million, or 2.7% of net sales, in the first quarter of fiscal 2001 due to the
reasons noted above.
INTEREST EXPENSE: Interest expense increased $0.3 million, from $3.8
million in the first quarter of fiscal 2000 to $4.1 million in the first quarter
of fiscal 2001, due to higher borrowings and higher interest rates under the
Company's Credit Agreement.
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INCOME TAXES: Income tax expense was $0.9 million in the first quarter
of fiscal 2000. Income tax benefit amounted to $1.3 million in the first quarter
of fiscal 2001. The Company's effective state and Federal tax rate was 43% and
40% in the first quarter of fiscal 2000 and 2001, respectively.
NET INCOME: For the reasons noted above, net income decreased from $1.2
million in the first quarter of fiscal 2000 to a net loss of $1.9 million in the
first quarter of fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
During fiscal 2000, PRI's Bank Credit Agreement ("Credit Agreement") was amended
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.
In May 2000, the Company amended the Credit Agreement to adjust the revolving
credit facility to a maximum of $24.0 million and to increase the amount of
available equipment acquisition term loans to $9.0 million. In June 2000, the
Company further amended the Credit Agreement to increase the revolving credit
facility to a maximum of $26.0 million. As of May 31, 2000, there were $32.4
million of outstanding borrowings under the Credit Agreement.
Cash provided by operating activities decreased to $3.2 million in the first
three months of fiscal 2001 from $8.8 million in the comparable period of fiscal
2000. The decrease resulted primarily from lower net income and a smaller
decrease in the change in other assets due to the reimbursement of deposits for
equipment that was leased as well as deposits related to equipment that was
placed in service and, therefore, reclassified to property, plant and equipment
during the first quarter of fiscal 2000. This decrease was partially offset by
an increase from changes in working capital.
Capital expenditures were $17.6 million and $2.4 million for the first three
months of fiscal 2000 and 2001, 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 2001 are
expected to be approximately $2.0 million.
During the first three months of fiscal 2001, cash used in financing activities
was $0.6 million which included $1.5 million of payments under the Revolving
Credit Facility and $0.9 million borrowed through Equipment Acquisition Term
Loans.
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.
The Company spent heavily in fiscal 1999 and 2000 to expand its production
capacity for both promotional and packaging products. Capital expenditures for
those years exceeded $63.0 million. Management believes that these expenditures
have positioned the Company to pursue additional business opportunities with new
and existing customers. However, the failure to obtain certain anticipated new
business on a timely basis has restricted the Company's available liquidity. As
a result, the Company did not make the interest payment of $6.4 million due May
1, 2000 on the PRI Notes and did not pay a dividend to its parent, Packaging
Resources Group, Inc., in order to fund the interest payment of $1.8 million due
May 31, 2000 on the Group Notes.
<PAGE>
The failure to make the interest payments discussed above constitutes defaults
under both of the Indentures governing such Notes. In addition, the defaults
under the Indentures trigger certain cross-default provisions with respect to
the Company's Credit Agreement. The Company has entered into forbearance
agreements with the holders of approximately 80% of the PRI Notes and
approximately 57% of the Group Notes pursuant to which such holders have agreed
to forbear exercise of any remedies, including acceleration of the applicable
debt obligations, as a result of the above-described events of default until
July 28, 2000 or earlier in certain circumstances, including the occurrence of
any other events of default. Under the terms of the forbearance agreements, PRI
has agreed, among other things, to use commercially reasonable efforts to pursue
a sale of the capital stock of the Company or all or substantially all of the
Company's assets. The lender under the Credit Agreement has entered into a
similar forbearance agreement. There can be no assurance that any such
forbearance agreement will be extended or that a holder of Group Notes or PRI
Notes that is not party to a forbearance agreement will not seek to exercise
remedies with respect to its debt claims. The Company announced on April 20,
2000 that it has retained the investment banking firm Deutsche Bank Securities,
Inc. to assist in the sale of the Company. There can be no assurance whatsoever
that any transaction with any third party will take place or, even if one does
occur, about the nature and extent of any terms and conditions of any such
potential transaction. The Company's financial condition raises substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
RECENT DEVELOPMENTS
As discussed earlier, on April 20, 2000, the Company announced that it has
retained the investment banking firm Deutsche Bank Securities, Inc. to assist in
the sale of the Company. Management recognizes that the Company must generate
additional resources or consider modifications to its existing operating
structure in order to enable the Company to meet its obligations as they mature.
Management expects that these efforts will result in the introduction of other
parties with interests and resources that are compatible with the Company's
objectives. However, there can be no assurance whatsoever that any transaction
with any third party will take place or, even if one does occur, about the
nature and extent of any terms and conditions of any such potential transaction.
On April 20, 2000, the Company also established a Severance Plan to provide
severance pay to certain employees who terminate employment with the Company or
an affiliate of the Company under certain circumstances. Approximately 46
employees participate in the plan. In no event shall a covered employee who
receives, or is eligible to receive, benefits under the Packaging Resources
Change of Control Plan be eligible to receive severance pay under the Severance
Plan. As of May 31, 2000, no reserve has been established for this Severance
Plan or any other activities related to the potential sale of the Company.
As previously reported, during the third quarter of fiscal 2000, the Company
moved all production activities from its Kansas City, Missouri facility to other
plants to reduce manufacturing overhead costs. The Kansas City facility
continues to be used for warehouse and distribution purposes until the lease
expires on October 31, 2000. The costs incurred in this move did not have a
material impact on the Company's financial condition or results of operations.
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 Disclosure
about Market Risk" in the Company's Annual Report on Form 10-K for
the fiscal year ended February 29, 2000. Based on borrowings
outstanding under the Credit Agreement as of May 31, 2000, the
Company estimates that
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a 1% increase in interest rates would result in an approximate
$324,000 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
On May 17, 1996, PRI issued $110.0 million of 11 5/8% Senior
Secured Notes due 2003 (the "PRI Notes"). At that time, the
Company also entered into a Credit Agreement which consists of a
revolving credit facility and a letter of credit facility which
permit borrowing at either LIBOR plus 2.00% or the prime rate plus
0.50% up to a maximum of $20.0 million and $2.0 million,
respectively. The Credit Agreement matures on July 31, 2001.
During fiscal 1999, the Credit Agreement was amended to permit the
Company to borrow an additional $10.0 million through equipment
acquisition term loans. During fiscal 2000, the Credit Agreement
was amended to increase the revolving credit facility to a maximum
of $22.5 million, and to reduce the amount of available equipment
acquisition term loans to $7.5 million. In May 2000, the Company
amended the Credit Agreement to adjust the revolving credit
facility to a maximum of $24.0 million and to increase the amount
of available equipment acquisition term loans to $9.0 million. In
June 2000, the Company further amended the Credit Agreement to
increase the revolving credit facility to a maximum of $26.0
million. The Senior Secured Notes are secured by certain
equipment, fixtures, and general intangibles, and mortgages on
substantially all of the owned and certain of the leased real
property of the Company, and proceeds therefrom. Obligations under
the revolving credit facility are secured by all of PRI's accounts
receivable and raw materials and finished goods inventory,
including any proceeds therefrom. The equipment acquisition term
loans are secured by specific eligible equipment. As of May 31,
2000, there were $32.4 million of outstanding borrowings under the
Credit Agreement.
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The Company did not make the interest payment of $6.4 million due
May 1, 2000 on the PRI Notes and did not pay a dividend to its
parent, Packaging Resources Group, Inc., in order to fund the
interest payment of $1.8 million due May 31, 2000 on the Group
Notes. The failure to make these interest payments constitutes
defaults under both of the Indentures governing such Notes. In
addition, the defaults under the Indentures trigger certain
cross-default provisions with respect to the Company's Credit
Agreement. The Company has entered into forbearance agreements
with the holders of approximately 80% of the PRI Notes and
approximately 57% of the Group Notes pursuant to which such
holders have agreed to forbear exercise of any remedies, including
acceleration of the applicable debt obligations, as a result of
the above-described events of default until July 28, 2000 or
earlier in certain circumstances, including the occurrence of any
other events of default. Under the terms of the forbearance
agreements, PRI has agreed, among other things, to use
commercially reasonable efforts to pursue a sale of the capital
stock of the Company or all or substantially all of the Company's
assets. The lender under the Credit Agreement has entered into a
similar forbearance agreement. There can be no assurance that any
such forbearance agreement will be extended or that a holder of
Group Notes or PRI Notes that is not party to a forbearance
agreement will not seek to exercise remedies with respect to its
debt claims.
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 exhibits are included in this Report
on Form 10-Q:
4.3(g) Forbearance and Fifteenth Amendment Agreement
dated as of June 23, 2000 by and among Group, PRI, the lenders
signatory thereto and LaSalle National Bank, as administrative
agent
4.4 Form of Forbearance Agreements between PRI and
certain noteholders
4.5 Form of Forbearance Agreements between Group and
certain noteholders
27.1 Financial Statement Schedule
(b) REPORTS ON FORM 8-K: A report on Form 8-K, dated April 20,
2000, was filed by PRI which reported under Items 5 and 7
financial results for the fiscal year ended February 29, 2000 and
the retention of investment banking firm Deutsche Bank Securities,
Inc.
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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 14, 2000 /s/ Jerry J. Corirossi
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Jerry J. Corirossi
Executive Vice President, Finance and
Administration and Chief Financial Officer
and duly authorized officer
