<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
For the Quarter Ended September 30, 1996 Commission File Number 33-52150
IPC, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3843663
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 Tri-State Drive
Lincolnshire, Illinois 60069
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone number, including area code: (847) 945-9100
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, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
At November 12, 1996, there were 120,890 shares of common stock, par
value $0.01 per share, outstanding.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IPC, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 30, DECEMBER 31,
1996 1995
---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 7,195 $ 4,793
Accounts receivable trade, net of allowance . . . . . . . . . 55,025 46,077
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 49,887 44,050
Prepaid expenses and other . . . . . . . . . . . . . . . . . . 5,717 5,417
--------- ---------
Total current assets . . . . . . . . . . . . . . . . . . . . 117,824 100,337
--------- ---------
Property, Plant and Equipment:
Buildings and improvements . . . . . . . . . . . . . . . . . . 49,721 47,108
Machinery and equipment . . . . . . . . . . . . . . . . . . . 219,619 208,820
Construction in progress . . . . . . . . . . . . . . . . . . . 11,399 4,159
--------- ---------
280,739 260,087
Less - Accumulated depreciation . . . . . . . . . . . . . . . (118,613) (102,098)
--------- ---------
162,126 157,989
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,304 7,504
--------- ---------
Total property, plant and equipment . . . . . . . . . . . . 170,430 165,493
--------- ---------
Other Assets:
Goodwill, net of accumulated amortization . . . . . . . . . . 22,206 13,938
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 11,518 12,423
--------- ---------
Total other assets . . . . . . . . . . . . . . . . . . . . . 33,724 26,361
--------- ---------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . $ 321,978 $ 292,191
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current installments of long-term debt . . . . . . . . . . . . $ 5,281 $ 5,128
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . 28,280 27,256
Accrued salary and wages . . . . . . . . . . . . . . . . . . . 9,493 7,781
Self insurance reserves . . . . . . . . . . . . . . . . . . . 6,900 6,339
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . 6,750 1,747
Other accrued expenses . . . . . . . . . . . . . . . . . . . . 22,566 14,033
--------- ---------
Total current liabilities . . . . . . . . . . . . . . . . . 79,270 62,284
--------- ---------
Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . 260,287 260,379
--------- ---------
Other Long-Term Liabilities . . . . . . . . . . . . . . . . . . . 4,748 6,472
--------- ---------
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . 8,770 8,770
--------- ---------
Stockholders' Deficit:
IPC, Inc. common stock, $.01 par value -
200,000 shares authorized; and 120,890 shares
issued and outstanding . . . . . . . . . . . . . . . . . . . 1 1
Paid in capital in excess of par value . . . . . . . . . . . . 73,417 73,417
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . (103,031) (117,648)
Foreign currency translation adjustment . . . . . . . . . . . (1,484) (1,484)
--------- ---------
Total stockholders' deficit . . . . . . . . . . . . . . . . (31,097) (45,714)
--------- ---------
Total Liabilities and Stockholders' Deficit . . . . . . . . . . . $ 321,978 $ 292,191
========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE> 3
IPC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------- -----------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . $ 118,652 $ 114,719 $ 329,095 $ 342,262
Cost of goods sold . . . . . . . . . . . . . . . . 92,063 94,045 256,731 279,031
----------- ----------- ----------- ---------
Gross profit . . . . . . . . . . . . . . . . . . . 26,589 20,674 72,364 63,231
----------- ----------- ----------- ---------
Operating expenses:
Selling . . . . . . . . . . . . . . . . . . . . 5,159 4,349 14,758 13,849
Administrative . . . . . . . . . . . . . . . . . 7,037 5,359 19,570 17,785
Amortization of intangibles . . . . . . . . . . 199 95 457 1,769
Write-off of goodwill . . . . . . . . . . . . . 13,471
----------- ----------- ----------- ---------
Total operating expenses . . . . . . . . . . . . . 12,395 9,803 34,785 46,874
----------- ----------- ----------- ---------
Income from operations . . . . . . . . . . . . . . 14,194 10,871 37,579 16,357
Interest expense . . . . . . . . . . . . . . . . . 7,320 7,898 22,260 23,530
----------- ----------- ----------- ---------
Income (loss) before income taxes . . . . . . . . . 6,874 2,973 15,319 (7,173)
Income tax provision . . . . . . . . . . . . . . . (262) (356) (702) (980)
----------- ----------- ---------- --------
Net income (loss) . . . . . . . . . . . . . . . . . $ 6,612 $ 2,617 $ 14,617 $ (8,153)
=========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE> 4
IPC, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
IPC, Inc. Paid in Foreign
Common Stock Capital Currency
---------------- In Excess of Accumulated Translation Stockholders'
Shares Amount Par Value Deficit Adjustment Deficit
------ ------ --------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 . . . . . . . . . . 120,890 $1 $73,417 $(104,672) $(902) $(32,156)
Foreign currency translation adjustment . . (582) (582)
Net loss . . . . . . . . . . . . . . . . . .
(12,976) (12,976)
------- --- ------- --------- ------- --------
Balance at December 31, 1995 . . . . . . . . . . 120,890 1 73,417 (117,648) (1,484) (45,714)
Net income . . . . . . . . . . . . . . . . . 14,617 14,617
------- --- ------- --------- ------- --------
Balance at September 30, 1996 . . . . . . . . . . 120,890 $ 1 $73,417 $(103,031) $(1,484) $(31,097)
======= === ======= ========= ======= ========
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE> 5
IPC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,617 $(8,153)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation of properties . . . . . . . . . . . . . . . . . . . . . . 16,705 15,357
Amortization of intangibles and debt issue costs . . . . . . . . . . . 1,307 16,553
--------- --------
32,629 23,757
Change in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . (3,006) (8,981)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,659) 107
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . 355 (347)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,270) (6,947)
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . 9,217 4,732
--------- --------
Net cash from operating activities . . . . . . . . . . . . . . . . . . 35,266 12,321
--------- --------
Cash flows from financing activities:
Payment of senior credit facilities . . . . . . . . . . . . . . . . . . . . (3,750) (6,071)
Proceeds from revolving credit facility . . . . . . . . . . . . . . . . . . 3,200 17,100
Payment of debt issue costs . . . . . . . . . . . . . . . . . . . . . . . . (272) (216)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568 (150)
--------- --------
Net cash from (used by) financing activities . . . . . . . . . . . . . (254) 10,663
--------- --------
Cash flows from investing activities:
Purchase of property, plant and equipment . . . . . . . . . . . . . . . . . (11,974) (13,068)
Acquisition of CFI Industries, Inc., net of cash acquired . . . . . . . . . (17,262)
Acquisition of Trio Products . . . . . . . . . . . . . . . . . . . . . . . . (3,524)
Acquisition of Packaging Products, Inc. . . . . . . . . . . . . . . . . . . (11,735)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 (147)
--------- --------
Net cash used by investing activities . . . . . . . . . . . . . . . . (32,610) (24,950)
--------- --------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . 2,402 (1,966)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . 4,793 6,240
--------- --------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . $ 7,195 $ 4,274
========= ========
Supplemental cash flow disclosures:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,407 $ 17,449
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,011 886
Supplemental schedule of non-cash investing and financing activities:
Issuance of non-current note for accounts receivable . . . . . . . . . . . 1,000
The Company purchased all of the capital stock of CFI Industries, Inc. In
conjunction with the acquisition, liabilities were assumed as follows:
Fair value of assets acquired $ 27,127
Cash paid for the capital stock (18,423)
---------
Liabilities assumed $ 8,704
=========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE> 6
IPC, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
NOTE 1 - ACCOUNTING AND REPORTING POLICIES:
In the opinion of management, the information in the accompanying
unaudited financial statements reflects all adjustments necessary for a fair
statement of results for the interim periods. These interim financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Annual Report on Form 10-K for the year ended
December 31, 1995 (the "Form 10-K") of IPC, Inc. ("IPC" or the "Company").
IPC is a wholly owned subsidiary of Ivex Packaging Corporation ("Ivex").
The Company's accounting and reporting policies are summarized in Note 2
of the IPC Form 10-K.
Accounts Receivable
Accounts receivable at September 30, 1996 and December 31, 1995 consist
of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Accounts receivable . . . . . . . . . . . . . . . $ 57,461 $ 48,089
Less -- Allowance for doubtful accounts . . . . . (2,436) (2,012)
------- --------
$ 55,025 $ 46,077
======== =========
Inventories
Inventories at September 30, 1996 and December 31, 1995 consist of the following:
September 30, December 31,
1996 1995
---- ----
Raw materials . . . . . . . . . . . . . . . . . . $ 26,348 $ 24,148
Finished goods . . . . . . . . . . . . . . . . . 23,539 19,902
-------- ---------
$ 49,887 $ 44,050
======== =========
</TABLE>
NOTE 2 - INCOME TAXES:
Income taxes are provided at the estimated annual effective tax rate
which differs from the federal statutory rate of 35% primarily due to the
utilization of net operating loss carryovers and state income taxes that are
not offset by net operating loss carryovers.
6
<PAGE> 7
IPC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 3 - GOODWILL:
During 1995, a portion of the Industrial Packaging businesses (such
portion having been acquired primarily in the 1989 acquisition of Ivex Coated
Products Corporation (formerly L&CP Corporation)) had experienced less sales
volume growth and lower profitability than anticipated. As a consequence, and
in response to dynamic market conditions, during the second quarter of 1995 the
Company realigned the management of these businesses based on three distinct
operating units - masking, graphics and other protective products.
Consistent with its accounting policy for goodwill and long-lived assets
at that time, the Company made a reassessment of its remaining goodwill, all of
which pertains to the above operating units, during the second quarter of 1995
and revised its projections to more accurately reflect expected future results
at that time. The Company segregated the assets and cash flows of these three
operating units in its 1995 assessment of the recoverability of its goodwill
because such segregation was the lowest level for which cash flows were
identifiable and independent of one another as of the second quarter of 1995.
In order to evaluate its goodwill impairment as of June 30, 1995, the Company
projected the cash flows allocable to these businesses over the estimated
remaining goodwill amortization periods of approximately 34 years. The Company
then discounted such cash flows at a rate of 16-1/2% which it believed was
commensurate with the risk involved. The Company selected a pre-tax weighted
average cost of capital (reflective of other comparable companies within its
industry) for purposes of discounting its cash flows. The discounted cash
flows of each business were then compared to the sum of the business group's
working capital and net book value of fixed assets. Impairment of goodwill was
then measured by comparing the remaining discounted cash flow to the net book
value of the business groups' goodwill. Upon comparison, the discounted cash
flows for the graphics and other protective products businesses were
insufficient to recover each of such businesses' goodwill. Accordingly, the
Company recorded an impairment of $13,471 during the second quarter of 1995.
The 1995 revised projections for this portion of the Company's business
were extrapolated from the market conditions and competitive pressures existing
at that time and were based upon, among other things, the assumptions that
growth of operating income before depreciation and amortization would range
from 2-6% per year through 1999, from 1-3% per year from 2000-2010 and 0% per
year from 2011-2029. The growth assumptions for the graphics and other
protective products businesses were lower than the masking business. The
projections assumed that capital expenditures would generally be consistent
with depreciation over the long term. The Company believes that its revised
projections based on the June 1995 existing historic financial trends and
market conditions, were its best estimate at that time of its future
performance and that performance at such projected levels would not
substantially detract from the Company's future earnings. However, there can
be no assurances that such estimates will be indicative of future results,
which ultimately may be less than or greater than these estimates.
7
<PAGE> 8
IPC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 4 - LONG-TERM DEBT:
At September 30, 1996 and December 31, 1995 the long-term debt of IPC
was as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Senior credit facility . . . . . . . . . . . . . . . . $ 67,950 $ 68,500
Industrial revenue bonds . . . . . . . . . . . . . . . 38,293 38,293
12-1/2% IPC Notes, net of discount . . . . . . . . . . 157,312 157,229
Other . . . . . . . . . . . . . . . . . . . . . . . . . 2,013 1,485
---------- ----------
Total debt outstanding . . . . . . . . . . . . . . 265,568 265,507
Less - Current installments of long-term debt . . . . . (5,281) (5,128)
--------- ---------
Long-term debt . . . . . . . . . . . . . . . . . . $ 260,287 $ 260,379
========== ==========
</TABLE>
NOTE 5 - ACQUISITIONS:
On August 16, 1996, IPC acquired CFI Industries, Inc. ("CFI" or
"Plastofilm") for an aggregate purchase price of $18,423, including the
repayment of certain indebtedness of CFI and related acquisition fees and
expenses. Through its subsidiary, Plastofilm Industries, Inc., CFI is a fully
integrated custom thermoformer of plastic packaging products for the medical,
electronic and personal care industries.
On September 11, 1996, IPC acquired substantially all of the assets of
Trio Products, Inc. ("Trio") for an aggregate purchase price of $3,524,
including related acquisition fees and expenses. Trio extrudes recycled PET
sheet, high density polyethylene and polypropylene sheet.
Both of these acquisitions were accounted for as a purchase;
accordingly, the purchase price was allocated to the specific assets acquired
and liabilities assumed based upon their fair value at date of acquisition.
The Company's 1996 consolidated financial statements include the results of
operations and cash flows of CFI and Trio from their respective acquisition
dates.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
References to the Company or IPC herein reflect the consolidated results
of IPC, Inc.
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND
SEPTEMBER 30, 1995
Net Sales
The Company's net sales increased by 3.4% during the third quarter of
1996 over the Company's net sales during the corresponding period in 1995
primarily as a result of incremental sales from Packaging Products, Inc.
("PPI") which was acquired late in the third quarter of 1995 and from
Plastofilm and Trio which were acquired during the third quarter of 1996. Such
increases were partially offset by selling price decreases (primarily related
to lower raw material costs) in substantially all product groups. The
following table sets forth information with respect to net sales of the
Company's product groups for the period presented:
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------------
September 30, September 30,
1996 % 1995 %
---------- ------- ----------- ------
<S> <C> <C> <C> <C>
Consumer Packaging . . . . . . . . . . . . . . $ 63,959 53.9 $ 58,932 51.4
Industrial Packaging . . . . . . . . . . . . . 54,693 46.1 55,787 48.6
-------- ----- --------- -----
Total . . . . . . . . . . . . . . . . . . $118,652 100.0 $ 114,719 100.0
======== ===== ========= =====
</TABLE>
Consumer Packaging net sales increased by 8.5% during the third quarter
of 1996 from the corresponding period in 1995. The increase is primarily the
result of incremental sales during the third quarter of 1996 from Plastofilm
and Trio and increased unit sales volume of extruded sheet, partially offset
by selling price decreases (primarily related to lower raw material costs).
Plastofilm and Trio contributed net sales of approximately $4.7 million during
the quarter ended September 30, 1996. During the third quarter of 1996,
pounds of extruded sheet increased 37.5% while the average selling price per
pound of extruded sheet decreased 18.0% compared to the results of the
corresponding period in 1995. Net sales of converted plastic and paper
products during the third quarter of 1996 were generally consistent with the
corresponding period in 1995.
Industrial Packaging net sales decreased by 2.0% during the third
quarter of 1996 from the corresponding period in 1995, primarily due to
selling price decreases of the Company's recycled and specialty paper and
volume decreases of the Company's recycled papers and coated paper for stamp
applications. The average selling price of the Company's recycled and
specialty paper decreased 16.6% during the third quarter of 1996 compared to
the corresponding period in the prior year, principally as a result of
decreases in raw material costs and weakened demand for the Company's recycled
and specialty paper. The unit sales volume of recycled paper decreased 7.3%,
principally reflecting decreased production due to a flood that occurred during
the third quarter of 1996 at the Company's largest recycled mill in Joliet,
Illinois. The third quarter decrease in net sales was partially offset by
incremental sales volume from PPI which was acquired late in the third quarter
of 1995.
Gross Profit
The Company's gross profit increased 28.6% during the third quarter
compared to the corresponding period in the prior year primarily as a result of
the incremental gross profit from PPI and Plastofilm and from increased volume
of extruded sheet. The increase in gross profit was partially offset by
decreased unit sales volume of the Company's recycled paper and the Company's
coated paper for stamp applications and decreased profitability of the
Company's polymerization operations. Gross profit margin increased during the
third quarter of 1996 to 22.4% from the corresponding period's level of 18.0%
primarily as a result of decreases in the cost of the Company's raw materials
(including styrene, polystyrene, polyethylene, old corrugated containers
("OCC") and double lined kraft clippings ("DLK")).
9
<PAGE> 10
Operating Expenses
Selling and administrative expenses increased 25.6% during the third
quarter of 1996 primarily as a result of the incremental expenses associated
with PPI, Plastofilm and Trio. As a percentage of net sales, selling and
administrative expenses increased to 10.3% during the third quarter of 1996
compared to 8.5% during the same period in the prior year primarily due to the
decrease in selling price.
Amortization of intangibles increased during the third quarter of 1996
compared to the same period in 1995 as a result of the incremental amortization
associated with PPI, Plastofilm and Trio.
Income from Operations
Income from operations was $14.2 million during the third quarter of
1996 compared to income from operations of $10.9 million during the third
quarter of 1995. The increase in income from operations during the third
quarter of 1996 is primarily a result of the increased gross profit.
Interest Expense
Interest expense during the third quarter of 1996 was $7.3 million
compared to $7.9 million during the same period in 1995. The decrease reflects
lower average interest rates during 1996.
Income taxes
The Company's tax provisions for the quarters ended September 30, 1996
and 1995 primarily reflect provisions for state taxes.
Net income
Net income was $6.6 million during the third quarter of 1996 compared to
net income of $2.6 million in the prior year. The increase in net income is
primarily due to increased income from operations and reduced interest expense.
EBITDA
EBITDA includes income from operations adjusted to exclude depreciation
and amortization expenses. Ivex believes that EBITDA provides additional
information for determining its ability to meet future debt service
requirements. However, EBITDA is not a defined term under generally accepted
accounting principles ("GAAP") and is not indicative of operating income or
cash flow from operations as determined under GAAP.
The following table sets forth information with respect to EBITDA of the
Company's product groups for the period presented.
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------
September 30, % of September 30, % of
1996 Net Sales 1995 Net Sales
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Consumer Packaging . . . . . . . . . . . . . . $ 11,701 18.3 $ 9,361 15.9
Industrial Packaging . . . . . . . . . . . . . 10,160 18.6 7,845 14.1
Corporate Expense . . . . . . . . . . . . . . . (1,808) - (1,296) -
-------- ---------
Total . . . . . . . . . . . . . . . . . . $ 20,053 16.9 $ 15,910 13.9
======== =========
</TABLE>
The Company's EBITDA increased 26.0% from $15.9 million to $20.1 million
and EBITDA margin increased from 13.9% to 16.9% during the third quarter of
1996 compared to the same period in 1995. The 25.0%, or $2.3
10
<PAGE> 11
million, increase in Consumer Packaging's EBITDA in the current quarter is
primarily attributable to the improved gross margin on converted plastic and
paper products due to reduced raw material costs and improved operating
performance, additional unit sales volume of extruded sheet and the incremental
EBITDA from Plastofilm which the Company acquired in the third quarter of 1996.
Such increases were partially offset by the decreased profitability of the
Company's polymerization operations. The increase in Industrial Packaging's
EBITDA of 29.5% or $2.3 million, is primarily due to the incremental EBITDA
from PPI which the Company acquired in the third quarter of 1995 and decreased
raw material costs for the Company's recycled and specialty papers.
RESULTS OF OPERATIONS - FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
SEPTEMBER 30, 1995
Net Sales
The Company's net sales decreased by 3.8% during the nine months ended
September 30, 1996 over the Company's net sales during the corresponding period
in 1995 primarily as a result of selling price decreases (primarily related to
lower raw material costs) in substantially all product groups and unit volume
decreases in certain product lines (primarily the Company's recycled and
specialty papers). The following table sets forth information with respect to
net sales of the Company's product groups for the period presented:
<TABLE>
<CAPTION>
Nine Months Ended
----------------------------------------------
September 30, September 30,
1996 % 1995 %
---------- ------- ----------- ------
<S> <C> <C> <C> <C>
Consumer Packaging . . . . . . . . . . . . . . $167,454 50.9 $ 166,194 48.6
Industrial Packaging . . . . . . . . . . . . . 161,641 49.1 176,068 51.4
-------- ----- --------- ------
Total . . . . . . . . . . . . . . . . . . $329,095 100.0 $ 342,262 100.0
======== ===== ========= =====
</TABLE>
Consumer Packaging net sales increased by .8% during the nine months
ended September 30, 1996 from the corresponding period in 1995. The increase
is primarily the result of incremental sales from Plastofilm and Trio which
were acquired during the third quarter of 1996 and increased unit sales volume
of extruded sheet. Plastofilm and Trio contributed net sales of approximately
$4.7 million. Such increases were partially offset by decreased selling prices
of extruded sheet and film (primarily related to lower raw material costs).
During the nine months ended September 30, 1996, pounds of extruded sheet and
film sold increased 11.0% while the average selling price per pound of extruded
sheet decreased 17.6% over the results of the corresponding period in 1995.
Net sales of converted plastic and paper products during the nine months ended
September 30, 1996 were comparable with net sales during the corresponding
period in 1995.
Industrial Packaging's net sales decreased by 8.2% during the nine
months ended September 30, 1996 from the corresponding period in 1995,
primarily due to selling price and volume decreases of the Company's recycled
and specialty papers and volume decreases of the Company's coated paper for
stamp applications. The unit sales volume of recycled and specialty paper
decreased 11.1% and 21.1%, respectively, principally reflecting decreased
market demand. The average net selling price of the Company's recycled and
specialty paper decreased 13.1% during the nine months ended September 30,
1996 compared to the corresponding period in the prior year, principally as a
result of decreases in raw material costs and weakened demand for the Company's
recycled and specialty paper. The nine month period decrease in net sales was
partially offset by incremental sales volume from the Company's third quarter
1995 acquisition of PPI.
11
<PAGE> 12
Gross Profit
The Company's gross profit increased 14.4% during the nine months ended
September 30, 1996 compared to the corresponding period in the prior year
primarily as a result of the incremental gross profit from PPI which was
acquired during the third quarter of 1995, the incremental gross profit from
Plastofilm which was acquired during the third quarter of 1996 and from
increased volume of extruded sheet. The increase in gross profit was partially
offset by decreased unit sales volume of the Company's recycled and specialty
paper and the Company's coated paper for stamp applications and decreased
profitability of the Company's polymerization operations. Gross profit margin
increased during the first nine months of 1996 to 22.0% from the corresponding
period's level of 18.5% primarily as a result of decreases in the cost of the
Company's raw materials (including styrene, polystyrene, polyethylene, OCC and
DLK).
Operating Expenses
Selling and administrative expenses increased 8.5% during the first nine
months of 1996 primarily as a result of the incremental expenses associated
with PPI, Plastofilm and Trio. As a percentage of net sales, selling and
administrative expenses increased to 10.4% during the first nine months of
1996, compared to 9.2% during the same period in the prior year primarily due
to the decrease in selling price.
Amortization of intangibles decreased $1.3 million during the nine month
period ended September 30, 1996 compared to the same period in 1995 as a result
of the accelerated non-cash write-off of a non-compete agreement in the first
six months of 1995.
Goodwill Write-off
During 1995, a portion of the Industrial Packaging businesses (such
portion having been acquired primarily in the 1989 acquisition of Ivex Coated
Products Corporation (formerly L&CP Corporation)) had experienced less sales
volume growth and lower profitability than anticipated. As a result, the
Company recorded an impairment of $13,471 during the second quarter of 1995.
See "Financial Statements -- Note 3" to the Company's Consolidated Financial
Statements.
Income from Operations
Income from operations and operating margin were $37.6 million and
11.4%, respectively, during the nine months ended September 30, 1996 compared
to $16.4 million and 4.8%, respectively, during the same period in 1995. The
increase is primarily attributable to the $13.5 million write-off of goodwill
and the accelerated amortization of a non-compete agreement of $1.1 million
recorded during 1995 and the increased gross profit during 1996.
Interest Expense
Interest expense during the first nine months of 1996 was $22.3 million
compared to $23.5 million in the same period in 1995 reflecting lower interest
rates.
Income taxes
The Company's tax provisions for the nine months ended September 30,
1996 and 1995 primarily reflect provisions for state taxes.
Net income (loss)
Net income was $14.6 million during the nine months ended September 30,
1996 compared to a net loss of $8.2 million in the prior year. The increase in
net income is primarily due to increased income from operations.
12
<PAGE> 13
EBITDA (before nonrecurring charges)
EBITDA (before nonrecurring charges) includes income from operations
adjusted to exclude depreciation and amortization expenses and goodwill
write-off. Ivex believes that EBITDA (before nonrecurring charges) provides
additional information for determining its ability to meet future debt service
requirements. However, EBITDA (before nonrecurring charges) is not a defined
term under GAAP and is not indicative of operating income or cash flow from
operations as determined under GAAP.
The following table sets forth information with respect to EBITDA
(before nonrecurring charges) of the Company's product groups for the periods
presented.
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------------------------
September 30, % of September 30, % of
1996 Net Sales 1995 Net Sales
----------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Consumer Packaging . . . . . . . . . . . . . $ 30,868 18.4 $ 27,238 16.4
Industrial Packaging . . . . . . . . . . . . 28,612 17.7 23,702 13.5
Corporate Expense . . . . . . . . . . . . . . (4,739) - (3,986) -
-------- ---------
Total . . . . . . . . . . . . . . . . . $ 54,741 16.6 $ 46,954 13.7
======== =========
</TABLE>
The Company's EBITDA (before nonrecurring charges) increased 16.6% from
$47.0 million to $54.7 million and EBITDA (before nonrecurring charges) margin
increased from 13.7% to 16.6% during the first nine months of 1996. The 13.3%,
or $3.6 million, increase in Consumer Packaging's EBITDA (before nonrecurring
charges) in the current nine month period is primarily attributable to the
improved gross margin on converted plastic and paper products due to reduced
raw material costs and improved operating performance, additional unit sales
volume of extruded sheet and the incremental EBITDA from Plastofilm. Such
increases were partially offset by decreased profitability of the Company's
polymerization operations. The increase in Industrial Packaging EBITDA (before
nonrecurring charges) of 20.7%, or $4.9 million, is primarily due to the
incremental EBITDA from PPI which was acquired during the third quarter of 1995
and decreased raw material costs for the Company's recycled and specialty
papers offset by decreased unit sales volume of the Company's recycled and
specialty papers.
Liquidity and Capital Resources
Ivex conducts business through IPC and has no operations of its own.
The primary asset of Ivex is the common stock of IPC which has been pledged to
secure the obligations of IPC and IPC's subsidiaries under IPC's senior credit
facility. Ivex is dependent on the cash flow of IPC and its subsidiaries in
order to pay the principal and interest on the 13-1/4% Senior Discount
Debentures due March 15, 2005 (the "13-1/4% Ivex Discount Debentures");
however, IPC has no contractual obligations to distribute any such cash flow to
Ivex. In addition, IPC's senior credit facility contains provisions that
(except for certain limited exceptions) prohibit the payment of dividends and
distributions by IPC to Ivex. Moreover, the indenture governing the 12-1/2%
Senior Subordinated Notes due 2002 (the "12-1/2% Subordinated Note Indenture")
contains provisions that limit IPC's ability to pay dividends and make
distributions to Ivex.
IPC's long-term debt, less current installments, decreased to $260.3
million at September 30, 1996 from $260.4 million at December 31, 1995
reflecting $3.8 million of scheduled debt reductions offset by increases to the
revolving credit facility borrowings of $3.2 million. The long-term debt of
IPC consists primarily of the $157.3 million of IPC's 12-1/2% Senior
Subordinated Notes (the "12-1/2% IPC Notes"), term loans of $56.3 million under
IPC's senior credit facility, $38.3 million of industrial revenue bonds and
revolving credit facility borrowings of $11.7 million.
At September 30, 1996, IPC had cash and cash equivalents of $7.2 million
and $40.7 million available under the revolving credit portion of IPC's senior
credit facility. IPC's working capital at September 30, 1996 was $38.6
million.
13
<PAGE> 14
The primary short-term and long-term operating cash requirements for IPC
are for debt service, working capital and capital expenditures. IPC expects to
rely on cash generated from operations, supplemented by revolving credit
facility borrowings under IPC's senior credit facility (at September 30, 1996,
$40.7 million was available under the revolving credit portion of IPC's senior
credit facility), to fund IPC's principal short-term and long-term cash
requirements. IPC believes it should generate sufficient cash flows to
service the cash interest payments on the 12- 1/2% IPC Notes from 1996 to their
maturity in 2002, although there can be no assurances that such cash flows, if
any, will be adequate to service these interest payments. However, IPC may not
generate sufficient cash flows to retire the $158.0 million principal amount of
12-1/2% IPC Notes prior to or upon their maturity in 2002. Consequently, all
or a portion of the 12-1/2% IPC Notes may require refinancing prior to the
maturity thereof. IPC believes that its consolidated cash flow from operations
and access to debt financing in the public and private markets should be
sufficient to enable it to retire all or a portion of the principal amount of
the 12-1/2% IPC Notes and to refinance any remaining principal amount of the
12-1/2% IPC Notes prior to or upon their maturity, although there can be no
assurance that this will be the case. In the event that IPC is unable to
retire or refinance the 12-1/2% IPC Notes, IPC may be required to, among other
things, seek appropriate waivers from such creditors or recapitalize its
capital structure. IPC is required to maintain certain financial ratios and
levels of net worth and, among other things, future indebtedness and dividends
are restricted under these facilities.
The 12-1/2% IPC Notes require semi-annual interest payments on June 15
and December 15 and are subordinated in right of payment to all existing and
future senior indebtedness of IPC. The 12-1/2% IPC Notes are redeemable at the
option of IPC, in whole or in part, on or after December 15, 1997 at the
following redemption prices (expressed in percentages of the principal amount
thereof), plus accrued interest to the date of redemption. If redeemed during
the twelve-month period beginning December 15,
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.250%
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.125%
1999 and thereafter . . . . . . . . . . . . . . . . . . . . . . . 100.000%
</TABLE>
Each holder of the 12-1/2% IPC Notes may require IPC to repurchase such
holders' 12-1/2% IPC Notes in the event of a change of control at 101% of
principal amount thereof, plus accrued interest to the date of repurchase. The
indenture under which the 12-1/2% IPC Notes are issued contains certain
covenants that, among other things, limit the ability of IPC to incur
additional indebtedness, pay dividends or repurchase stock.
Ivex's primary long-term cash requirements are for the debt service
relating to the 13-1/4% Ivex Discount Debentures. Commencing on September 15,
2000, cash interest on the 13-1/4% Ivex Discount Debentures will be payable
semi-annually and on March 15, 2005, the 13-1/4% Ivex Discount Debentures will
mature and the aggregate principal amount then outstanding will become due and
payable. Ivex will be dependent on the cash flow of IPC and IPC's subsidiaries
in order to meet its debt service obligations. Significant contractual and
other restrictions exist on the payment of dividends and the making of loans by
IPC to Ivex. In addition, as a result of the goodwill write-offs in 1993 and
1995, IPC's ability to make distributions to Ivex under the 12-1/2%
Subordinated Note Indenture has been impaired; consequently this Indenture will
require modification before any such distributions to Ivex can be made.
Regardless, IPC and IPC's subsidiaries may not generate sufficient cash flows
to distribute to Ivex in order for Ivex to service the cash interest payments
on the 13-1/4% Ivex Discount Debentures that commence in September 2000 or to
retire the $160 million principal amount of 13-1/4% Ivex Discount Debentures
upon their maturity in 2005. Consequently, all or a portion of the 13-1/4%
Ivex Discount Debentures may require refinancing prior to such dates. Ivex
believes that distributions from IPC and its access to debt financing in the
public and private markets should be sufficient to enable it to retire all or a
portion of the principal amount of the 13-1/4% Ivex Discount Debentures and to
refinance any remaining principal amount of the 13-1/4% Ivex Discount
Debentures upon their maturity in 2005, although there can be no assurance that
this will be the case. In the event that Ivex is unable to service the cash
interest payments on or to retire or refinance the 13-1/4% Ivex Discount
Debentures or unable to obtain any required consents from the holders of the
12-1/2% IPC Notes to make interest payments on the 13-1/4% Ivex Discount
Debentures, Ivex
14
<PAGE> 15
may be required to, among other things, seek appropriate waivers from such
creditors or recapitalize its capital structure. During the period prior to
September 15, 2000, Ivex does not expect to have significant cash requirements.
IPC's senior credit facility is comprised of $56.3 million in term
loans, a $45.0 million letter of credit facility and a $55.0 million revolving
credit facility of which approximately $40.7 million was available at September
30, 1996. The term loans require quarterly payments of $1.3 million from March
31, 1996 through September 30, 1997; $1.9 million from December 31, 1997
through September 30, 1998; $3.0 million from December 31, 1998 through
September 30, 1999; $3.5 million from December 31, 1999 through September 30,
2000; $4.1 million from December 31, 2000 through June 30, 2001; and $5.4
million on September 30, 2001. At the option of IPC, the term loans and
borrowings on the revolving credit facility accrue interest at the LIBOR
reserve adjusted rate, as defined in IPC's senior credit facility, plus 2.25%
or the prime rate plus 1.0%. Such rates are subject to change based on IPC's
ability to achieve certain financial ratios as defined in IPC's senior credit
facility. The Company's actual interest rate on the term loans and the
revolving credit facility at September 30, 1996 was the LIBOR reserve adjusted
rate, as defined, plus 1.75%. IPC pays a fee of 0.5% on the unused portion of
the revolving credit facility. Borrowings are secured by substantially all the
assets of IPC and its subsidiaries and the stock of IPC and IPC's subsidiaries.
Under IPC's senior credit facility, IPC is required to maintain certain
financial ratios and levels of net worth while future indebtedness and
dividends are restricted.
Beginning January 6, 1996, IPC entered into interest rate swap
agreements for variable rate loans for notional amounts totaling $60.0 million
through January 19, 1999. Such agreements effectively fix IPC's LIBOR base
rate at 5.33% and income or expense related to settlements under the swap
agreements are recorded as adjustments to interest expense in IPC's financial
statements.
IPC's industrial revenue bonds require monthly interest payments and are
due in varying amounts and dates through 2009. Certain letters of credit under
IPC's senior credit facility provide credit enhancement for IPC's industrial
revenue bonds.
Primarily as a consequence of IPC's 1993 and 1995 goodwill write-offs,
as of September 30, 1996, IPC recorded assets are less than its recorded
liabilities by approximately $31.1 million. IPC believes that its negative net
worth will not have any material consequences on its operations or its ability
to obtain trade credit or financing.
IPC made capital expenditures of $12.0 million and $13.1 million for
each of the nine months ended September 30, 1996 and 1995, respectively, and
expects that its capital expenditures in 1996 will approximate $18.0 million to
$22.0 million. IPC was not committed under any material contractual
obligations for capital expenditures as of September 30, 1996.
During the quarter ended September 30, 1996, IPC acquired Plastofilm for
an aggregate purchase price of $18,423, including the repayment of certain
indebtedness of Plastofilm and the payment of related acquisition fees and
expenses, and substantially all of the assets of Trio for an aggregate purchase
price of $3,524, including the payment of related acquisition fees and
expenses. The purchase price for these acquisitions was paid through the use
of available cash flow from operations and draws on IPC's revolving credit
facility.
Special Note Regarding Forward-Looking Statements
Certain statements in " Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the Company's actual performance and highly
leveraged financial condition (see "-- Liquidity and Capital Resources" above).
15
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time Ivex and its subsidiaries are involved in various
litigation matters arising in the ordinary course of business. Ivex believes
that none of the matters in which IPC or its subsidiaries are currently
involved, either individually or in the aggregate, is material to the Company
or IPC.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
None
(b) Reports on Form 8-K:
IPC filed a Report on Form 8-K filed with the Securities and Exchange
Commission on August 27, 1996. This report disclosed IPC's acquisition
of Plastofilm under Item 2 of Form 8-K and in connection therewith IPC
filed Audited Financial Statements of CFI Industries, Inc. for the year
ended June 30, 1995, unaudited Financial Statements for CFI Industries
Inc. for the nine months ended March 31, 1996 and Unaudited Combined
Pro-Forma Financial Statements of IPC and CFI Industries, Inc. For the
year ended December 31, 1995 and for the six months ended June 30, 1996.
SIGNATURE
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.
IPC, Inc.
By: /s/ Frank V. Tannura
----------------------------------
Frank V. Tannura
Vice President and
Principal Financial Officer
November 12 , 1996
- ------------------
( Date )
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at September 30, 1996 (Unaudited) and the
Consolidated Statement of Operations for the nine months ended September 30,
1996 (Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,195
<SECURITIES> 0
<RECEIVABLES> 57,461
<ALLOWANCES> 2,436
<INVENTORY> 49,887
<CURRENT-ASSETS> 117,824
<PP&E> 289,043
<DEPRECIATION> 118,613
<TOTAL-ASSETS> 321,978
<CURRENT-LIABILITIES> 79,270
<BONDS> 260,287
<COMMON> 1
0
0
<OTHER-SE> (31,098)
<TOTAL-LIABILITY-AND-EQUITY> 321,978
<SALES> 329,095
<TOTAL-REVENUES> 329,095
<CGS> 256,731
<TOTAL-COSTS> 256,731
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,260
<INCOME-PRETAX> 15,319
<INCOME-TAX> 702
<INCOME-CONTINUING> 14,617
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,617
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
