<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 March 31, 1997 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 May 13, 1997, 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
MARCH 31, DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents .............................. $ 7,281 $ 2,795
Accounts receivable trade, net of allowance ............ 61,760 51,638
Inventories ............................................ 55,124 49,023
Prepaid expenses and other ............................. 4,484 5,395
--------- ---------
Total current assets ................................. 128,649 108,851
--------- ---------
Property, Plant and Equipment:
Buildings and improvements ............................. 50,581 49,038
Machinery and equipment ................................ 252,633 231,526
Construction in progress ............................... 12,548 8,069
--------- ---------
315,762 288,633
Less - Accumulated depreciation ........................ (130,031) (123,957)
--------- ---------
185,731 164,676
Land ................................................... 8,614 8,304
--------- ---------
Total property, plant and equipment .................. 194,345 172,980
--------- ---------
Other Assets:
Goodwill, net of accumulated amortization .............. 28,259 20,506
Miscellaneous .......................................... 12,617 11,118
--------- ---------
Total other assets ................................... 40,876 31,624
--------- ---------
Total Assets ............................................. $ 363,870 $ 313,455
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current installments of long-term debt ................. $ 7,165 $ 5,921
Accounts payable ....................................... 34,418 36,748
Accrued salary and wages ............................... 5,927 8,603
Self insurance reserves ................................ 6,902 7,453
Accrued rebates and discounts .......................... 2,965 3,824
Accrued interest ....................................... 6,636 1,680
Other accrued expenses ................................. 14,056 12,110
--------- ---------
Total current liabilities ............................ 78,069 76,339
--------- ---------
Long-Term Debt ........................................... 289,424 246,754
--------- ---------
Other Long-Term Liabilities .............................. 5,019 5,243
--------- ---------
Deferred Income Taxes .................................... 10,993 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 .................................... (92,091) (95,905)
Foreign currency translation adjustment ................ (962) (1,164)
--------- ---------
Total stockholders' deficit .......................... (19,635) (23,651)
--------- ---------
Total Liabilities and Stockholders' Deficit .............. $ 363,870 $ 313,455
========= =========
</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>
Three Months Ended
March 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
Net sales .................... $ 127,864 $ 104,216
Cost of goods sold ........... 101,494 82,764
--------- ---------
Gross profit ................. 26,370 21,452
--------- ---------
Operating expenses:
Selling .................... 6,137 4,676
Administrative ............. 8,282 6,442
Amortization of intangibles 171 140
--------- ---------
Total operating expenses ..... 14,590 11,258
--------- ---------
Income from operations ....... 11,780 10,194
Interest expense ............. 7,639 7,666
--------- ---------
Income before income taxes ... 4,141 2,528
Income tax provision ......... (327) (221)
--------- ---------
Net income ................... $ 3,814 $ 2,307
========= =========
</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, 1995 ............... 120,890 $1 $73,417 $(117,648) $(1,484) $(45,714)
Foreign currency translation adjustment .. 320 320
Net income ............................... 21,743 21,743
------- ------ ------- --------- -------- ---------
Balance at December 31, 1996 ............... 120,890 1 73,417 (95,905) (1,164) (23,651)
Foreign currency translation adjustment .. 202 202
Net income ............................... 3,814 3,814
------- ------ ------- --------- -------- ---------
Balance at March 31, 1997 .................. 120,890 $1 $73,417 $ (92,091) $ (962) $(19,635)
======= ====== ======= ========= ======== =========
</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>
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................................................... $ 3,814 $ 2,307
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation of properties .................................................... 6,053 5,590
Amortization of intangibles and debt issue costs .............................. 471 418
-------- --------
10,338 8,315
Change in operating assets and liabilities:
Accounts receivable ........................................................... (6,796) (1,793)
Inventories ................................................................... (2,150) 339
Prepaid expenses and other .................................................... 1,034 1,156
Accounts payable .............................................................. (6,561) (9,239)
Accrued expenses and other liabilities ........................................ 1,728 6,523
-------- --------
Net cash from (used by) operating activities ................................ (2,407) 5,301
-------- --------
Cash flows from financing activities:
Payment of senior credit facility ............................................... (1,250) (1,250)
Proceeds from revolving credit facility ......................................... 44,900 -
Payment of revolving credit facility ............................................ - (700)
Payment of debt issue costs ..................................................... (210) (75)
Other, net ...................................................................... (406) -
-------- --------
Net cash from (used by) financing activities ................................ 43,034 (2,025)
-------- --------
Cash flows from investing activities:
Purchase of property, plant and equipment ....................................... (5,479) (3,373)
Acquisition of the OPS business of Viskase Limited .............................. (11,907) -
Acquisition of M&R Plastics, Inc. ............................................... (18,651) -
Other, net ...................................................................... (104) 232
-------- --------
Net cash used by investing activities ....................................... (36,141) (3,141)
-------- --------
Net increase in cash and cash equivalents ......................................... 4,486 135
Cash and cash equivalents at beginning of period .................................. 2,795 4,793
-------- --------
Cash and cash equivalents at end of period ........................................ $ 7,281 $ 4,928
======== ========
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest ...................................................................... $ 2,384 $ 1,621
Income taxes .................................................................. 349 434
</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, 1996 (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 March 31, 1997 and December 31, 1996 consist of the
following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C>
Accounts receivable ...................... $ 63,946 $ 53,718
Less -- Allowance for doubtful accounts .. (2,186) (2,080)
-------- --------
$ 61,760 $ 51,638
======== ========
</TABLE>
Inventories
Inventories at March 31, 1997 and December 31, 1996 consist of the
following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C> <C>
Raw materials ............................ $ 28,138 $ 26,483
Finished goods ........................... 26,986 22,540
-------- --------
$ 55,124 $ 49,023
======== ========
</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 net operating
loss carryovers and state and foreign income taxes.
6
<PAGE> 7
IPC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 3 - LONG-TERM DEBT
At March 31, 1997 and December 31, 1996, the long-term debt of IPC was as
follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C>
Senior credit facility ......................... $ 98,650 $ 55,000
Industrial revenue bonds ....................... 38,293 38,293
12-1/2% IPC Notes, net of discount ............. 157,368 157,340
Other .......................................... 2,278 2,042
--------- ---------
Total debt outstanding ..................... 296,589 252,675
Less - Current installments of long-term debt .. (7,165) (5,921)
--------- ---------
Long-term debt ............................. $ 289,424 $ 246,754
========= =========
</TABLE>
NOTE 4 - ACQUISITIONS
On January 17, 1997, IPC purchased substantially all of the assets,
excluding accounts receivable, of the OPS business of Viskase Limited located
in Sedgefield, England for $11,907. On February 21, 1997, IPC purchased all of
the outstanding common stock of M&R Plastics, Inc. ("M&R") located in Laval,
Quebec for $18,651, including the repayment of certain indebtedness of M&R and
related acquisition fees and expenses. The acquired businesses were financed
through revolving credit borrowings under IPC's senior credit facility. As a
result of these borrowings, IPC amended and restated its senior credit facility
on March 24, 1997 to, among other things, increase its revolving credit
facility from $55,000 to $105,000.
7
<PAGE> 8
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 MARCH 31, 1997 AND MARCH 31,
1996
Net Sales
The Company's net sales increased by 22.7% during the first quarter of
1997 over the Company's net sales during the corresponding period in 1996
primarily as a result of significantly increased volume of extruded sheet and
film and incremental sales volume associated with recently completed
acquisitions. The following table sets forth information with respect to net
sales of the Company's product groups for the periods presented:
<TABLE>
<CAPTION>
Three Months Ended
------------------------
(dollars in thousands)
March 31, March 31,
1997 % 1996 %
--------- ----- --------- -----
<S> <C> <C> <C> <C>
Consumer Packaging ..... $ 72,048 56.3 $ 49,938 47.9
Industrial Packaging ... 55,816 43.7 54,278 52.1
--------- ----- --------- -----
Total $ 127,864 100.0 $ 104,216 100.0
========= ===== ========= =====
</TABLE>
Consumer Packaging net sales increased by 44.3% during the first quarter
of 1997 from the corresponding period in 1996 resulting from increased unit
sales volume of extruded sheet and film, the third quarter 1996 acquisitions
of Plastofilm Industries, Inc. ("Plastofilm") and Trio Products, Inc. ("Trio"),
and the first quarter 1997 acquisitions of the Sedgefield, England OPS
operations and M&R. During the first quarter of 1997, domestic production of
extruded sheet in pounds increased 36.1% while the average selling price per
pound decreased 2.8% from the corresponding period in 1996. Sales of extruded
film pounds increased 40.8% during the first quarter of 1997 and the selling
price per pound of extruded film decreased 5.9% from the corresponding period
in 1996. Sales of converted plastic and paper products, excluding the sales
relating to the newly acquired facilities, increased slightly during the first
quarter of 1997 over the first quarter of 1996.
Industrial Packaging net sales increased by 2.8% during the first quarter
of 1997 from the corresponding period in 1996, primarily due to increased unit
volume of the Company's protective masking products and recycled and specialty
papers. The increase in net sales was partially offset by a decrease in volume
of the Company's coated paper for stamp applications and a decrease in the
average net selling price per ton for the Company's recycled and specialty
paper. The number of tons of recycled and specialty paper sold during the
period increased 12.9%. However, the average net selling price of the
Company's recycled and specialty paper decreased 7.9% during the first quarter
of 1997 compared to the corresponding period in the prior year, principally as
a result of decreases in raw material costs.
Gross Profit
The Company's gross profit increased 22.9% during the first quarter of
1997 compared to the corresponding period in the prior year primarily as a
result of the increased sales volume and the incremental effects from the newly
acquired facilities partially offset by weak margins in the Company's recycled
and specialty paper operations due to market conditions and decreased
profitability of the Company's polymerization operations. Gross profit margin
was 20.6% during the first quarter of 1997 and 1996.
8
<PAGE> 9
Operating Expenses
Selling and administrative expenses increased 29.7% during the first
quarter of 1997 primarily as a result of the recently completed acquisitions.
As a percentage of net sales, selling and administrative expenses increased to
11.3% during the first quarter of 1997 compared to 10.7% during the same period
in the prior year primarily due to the higher selling and administrative
expenses at Plastofilm and the additional management committed to the Company's
protective masking products group.
Amortization of intangibles increased 22.1% during the first quarter of
1997 compared to the same period in 1996 as a result of increased goodwill and
non-compete agreement amortization associated with the recently completed
acquisitions.
Income from Operations
Income from operations was $11.8 million during the first quarter of 1997
compared to income from operations of $10.2 million during the first quarter of
1996. The increase in income from operations is primarily a result of the
increased volume of extruded OPS sheet and film during the first quarter of
1997 and the recently completed acquisitions. Operating margin was 9.2% for
the first quarter of 1997 compared to operating margin of 9.8% during the first
quarter of 1996. The decrease in operating margin is primarily due to the
increased selling and administrative expenses as a percentage of net sales.
Interest Expense
Interest expense during the first quarter of 1997 was $7.6 million
compared to $7.7 million during the same period in 1996. The decrease is a
result of decreased interest rates on the Company's senior credit facility
partially offset by additional revolving credit facility borrowings.
Net Income
Net income was $3.8 million during the first quarter of 1997 compared to
net income of $2.3 million in the prior year. The increase in net income
during the first quarter of 1997 is primarily due to increased income from
operations.
EBITDA
EBITDA includes income from operations adjusted to exclude depreciation
and amortization expenses, goodwill write-off, acquisition related expenses and
restructuring charge. The Company 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.
9
<PAGE> 10
The following table sets forth information with respect to EBITDA of the
Company's product groups for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------
(dollars in thousands)
March 31, % of March 31, % of
1997 Net Sales 1996 Net Sales
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Consumer Packaging .......... $11,220 15.6 $ 8,779 17.6
Industrial Packaging ........ 8,327 14.9 8,643 15.9
Corporate Expense ........... (1,543) - (1,498) -
------- ---- ------- ----
Total ................... $18,004 14.1 $15,924 15.3
======= ==== ======= ====
</TABLE>
The Company's EBITDA increased 13.1% from $15.9 million to $18.0 million
and EBITDA margin decreased from 15.3% to 14.1% during the first quarter of
1997 compared to the same period in 1996. The 27.8%, or $2.4 million, increase
in Consumer Packaging's EBITDA in the current quarter is primarily attributable
to the increased sales of extruded sheet and film and to the incremental EBITDA
from the acquisition of Plastofilm. The improved gross margin on the Company's
converted plastic and paper products caused primarily by reduced raw material
costs also contributed to the EBITDA increase. The decrease in Industrial
Packaging's EBITDA of 3.7%, or $316,000, is primarily due to decreased gross
profit associated with lower selling prices for the Company's recycled and
specialty paper and increased operating expenses in the Company's protective
masking business.
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 the 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, increased to $289.4
million at March 31, 1997 from $246.8 million at December 31, 1996 primarily
reflecting revolving credit facility borrowings of $44.9 million and $1.3
million of scheduled debt reductions. The long-term debt of IPC consists
primarily of the $157.4 million of IPC's 12-1/2% Senior Subordinated Notes (the
"12-1/2% IPC Notes"), term loans of $47.5 million under IPC's senior credit
facility, revolving credit facility borrowing of $44.9 million, $38.0 million
of industrial revenue bonds and other debt of $1.6 million.
At March 31, 1997, IPC had cash and cash equivalents of $7.3 million and
$56.5 million was available under the revolving credit portion of IPC's senior
credit facility. IPC's working capital at March 31, 1997 was $50.6 million.
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 March 31, 1997,
$56.5 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 that it should generate sufficient cash flows to
service the cash interest payments on the 12-1/2% IPC Notes through 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 and
IPC's subsidiaries 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.
10
<PAGE> 11
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 future indebtedness and dividends,
among other things, 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,
Year Percentage
---- ----------
1997................................. 106.250%
1998................................. 103.125%
1999 and thereafter.................. 100.000%
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% Company Discount
Debentures or is 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 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.
Prior to March 24, 1997, IPC's senior credit facility was comprised of
$55.0 million in term loans, a $45.0 million letter of credit facility and a
$55.0 million revolving credit facility. On March 24, 1997, IPC amended and
restated this credit facility to, among other things, increase the revolving
credit facility to $105.0 million. At March 31, 1997, IPC's amended and
restated credit facility is comprised of $53.8 million in term loans, a $45.0
million letter of
11
<PAGE> 12
credit facility and a $105.0 million revolving credit facility of which
approximately $56.5 million was available as of March 31, 1997. The term loans
under the amended and restated credit facility require quarterly payments of
$1.3 million from June 30, 1997 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 amended and restated 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 as of April 7, 1997 was the LIBOR
reserve adjusted rate, as defined, plus 1.50% or prime rate plus 0.50%.
Borrowings are secured by substantially all the assets of IPC and its
subsidiaries and the stock of IPC and IPC's subsidiaries. The revolving credit
facility and letter of credit facility terminate on September 30, 2001. Under
the amended and restated credit facility, IPC is required to maintain certain
financial ratios and levels of net worth and future indebtedness and dividends
are restricted, among other things.
During 1996, IPC entered into interest rate swap agreements for the
term 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 the Company's 1993 and 1995 goodwill
write-offs, as of March 31, 1997, IPC' s recorded assets are less than its
recorded liabilities by approximately $19.6 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.
On January 17, 1997, IPC purchased substantially all of the assets,
excluding accounts receivable, of the OPS business of Viskase Limited located
in Sedgefield, England for $11.9 million and on February 21, 1997, IPC
purchased all of the outstanding common stock of M&R located in Laval, Quebec
for $18.7 million, including the repayment of certain indebtedness of M&R and
related acquisition fees and expenses. The acquired businesses were financed
through revolving credit borrowings under IPC's senior credit facility.
IPC made capital expenditures of $5.5 million and $3.4 million for each of
the three months ended March 31, 1997 and 1996, respectively. IPC was not
committed under any material contractual obligations for capital expenditures
as of March 31, 1997.
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).
12
<PAGE> 13
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 Ivex or IPC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None.
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
May 13, 1997
- ------------
( Date )
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1997 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,281
<SECURITIES> 0
<RECEIVABLES> 63,946
<ALLOWANCES> 2,186
<INVENTORY> 55,124
<CURRENT-ASSETS> 128,649
<PP&E> 324,376
<DEPRECIATION> 130,031
<TOTAL-ASSETS> 363,870
<CURRENT-LIABILITIES> 78,069
<BONDS> 289,424
0
0
<COMMON> 1
<OTHER-SE> (19,636)
<TOTAL-LIABILITY-AND-EQUITY> 363,870
<SALES> 127,864
<TOTAL-REVENUES> 127,864
<CGS> 101,494
<TOTAL-COSTS> 101,494
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,639
<INCOME-PRETAX> 4,141
<INCOME-TAX> 327
<INCOME-CONTINUING> 3,814
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,814
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
