UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1997
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 0-21052
ALLTRISTA CORPORATION
Indiana No. 35-1828377
State of Incorporation IRS Employer Identification No.
345 South High Street, P.O. Box 5004
Muncie, IN 47307-5004
765/281-5000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 26, 1997
- --------------- --------------------------------
Common Stock,
without par value 7,444,827 shares
This document contains 14 pages. The exhibit index is on page 13 of 14.
Page 1 of 14
<PAGE>
ALLTRISTA CORPORATION
Quarterly Report on Form 10-Q
For the period ended September 28, 1997
INDEX
Page Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Unaudited Condensed Statements of Income
for the three and nine month periods ended
September 28, 1997 and September 29, 1996 3
Unaudited Condensed Balance Sheets at
September 28, 1997 and December 31, 1996 4
Unaudited Condensed Statements of Cash
Flows for the nine month periods ended
September 28, 1997 and September 29, 1996 5
Notes to Unaudited Condensed Financial
Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION 12
Page 2 of 14
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
ALLTRISTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF INCOME
(thousands of dollars except per share amounts)
Three month period ended Nine month period ended
September 28, September 29, September 28, September 29,
1997 1996 1997 1996
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net sales $79,632 $65,763 $204,224 $186,289
Costs and expenses
Cost of sales 54,977 45,647 144,394 129,842
Selling, general and administrative expense 13,403 12,636 34,005 32,490
Unusual item 3,612 - 3,612 -
----------- ----------- ----------- ------------
Operating earnings 7,640 7,480 22,213 23,957
Interest expense, net (567) (567) (1,927) (2,155)
----------- ----------- ----------- ------------
Income from operations before taxes 7,073 6,913 20,286 21,802
Provision for income taxes (2,134) (2,737) (7,102) (8,632)
----------- ----------- ----------- ------------
Net income $ 4,939 $ 4,176 $13,184 $13,170
=========== =========== =========== ============
Earnings per share of common stock:
Primary $ .66 $ .53 $ 1.75 $ 1.64
=========== =========== =========== ============
Fully diluted $ .65 $ .53 $ 1.74 $ 1.64
=========== =========== =========== ============
See accompanying notes to unaudited condensed financial statements.
</TABLE>
Page 3 of 14
<PAGE>
<TABLE>
<CAPTION>
ALLTRISTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED BALANCE SHEETS
(thousands of dollars)
September 28, December 31,
1997 1996
--------------- ------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $23,072 $7,611
Accounts receivable, net 32,186 27,621
Inventories
Raw materials and supplies 8,809 9,894
Work in process and finished goods 19,940 32,368
Deferred taxes on income 4,353 3,312
Prepaid expenses 930 726
------------ ------------
Total current assets 89,290 81,532
------------ ------------
Property, plant and equipment, at cost 149,209 145,135
Accumulated depreciation (103,906) (99,475)
------------ ------------
45,303 45,660
Goodwill, net 25,418 20,549
Deferred taxes on income 1,263 -
Other assets 7,491 6,338
------------ ------------
Total assets $168,765 $154,079
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $14,963 $17,181
Other current liabilities 21,131 15,479
------------ ------------
Total current liabilities 36,094 32,660
------------ ------------
Noncurrent liabilities
Long-term debt 30,000 30,000
Deferred taxes on income - 92
Other noncurrent liabilities 8,159 7,860
------------ ------------
Total noncurrent liabilities 38,159 37,952
------------ ------------
Contingencies
Common stock (includes 7,981,317 common shares
issued and 7,425,894 shares outstanding at September 28, 1997) 40,574 41,457
Retained earnings 66,659 53,475
Minimum pension liability (253) (253)
Cumulative translation adjustment (84) (38)
------------ ------------
106,896 94,641
Less: treasury stock (555,423 shares, at cost) (12,384) (11,174)
------------ ------------
Total shareholders' equity 94,512 83,467
------------ ------------
Total liabilities and shareholders' equity $168,765 $154,079
============ ============
See accompanying notes to unaudited condensed financial statements.
</TABLE>
Page 4 of 14
<PAGE>
<TABLE>
<CAPTION>
ALLTRISTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(thousands of dollars)
Nine month period ended
September 28, September 29,
1997 1996
------------- ------------
<S> <C> <C>
Cash flows from operating activities
Net income $13,185 $ 13,170
Reconciliation of net income to net cash provided by
operating activities:
Depreciation and amortization 7,741 7,403
Loss on disposal of fixed assets 127 514
Deferred income taxes (2,396) (1,170)
Deferred employee benefits 743 767
Other 7 (89)
Changes in working capital components 12,072 9,256
------------- -------------
Net cash provided by operating activities 31,479 29,851
------------- -------------
Cash flows from financing activities
Proceeds from revolving credit borrowings 15,967 20,695
Principal payments of revolving credit borrowings (15,967) (24,195)
Proceeds from issuance of common stock 2,059 2,442
Purchase of treasury stock (4,206) (9,758)
--------------- -------------
Net cash used in financing activities (2,147) (10,816)
------------- -------------
Cash flows from investing activities
Additions to property, plant and equipment (5,054) (8,841)
Proceeds from sale of property, plant and equipment 46 383
Acquisition of business and product lines (8,399) (14,634)
Proceeds from sale of certain assets of discontinued operation - 14,384
Other (464) (620)
--------------- -------------
Net cash used in investing activities (13,871) (9,328)
--------------- -------------
Net increase in cash 15,461 9,707
Cash and cash equivalents, beginning of period 7,611 2,333
--------------- -------------
Cash and cash equivalents, end of period $23,072 $ 12,040
=============== =============
See accompanying notes to unaudited condensed financial statements.
</TABLE>
Page 5 of 14
<PAGE>
ALLTRISTA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. Presentation of Condensed Financial Statements
Certain information and footnote disclosures, including significant
accounting policies normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been
condensed or omitted. Significant intercompany balances and transactions
have been eliminated. Certain amounts from prior periods were reclassified
to conform to the 1997 presentation. In the opinion of management, the
accompanying condensed financial statements include all adjustments
necessary for a fair presentation of the results for the interim periods
presented. Results of operations for the periods shown are not necessarily
indicative of results for the year, particularly in view of some seasonality
in the Consumer Products business. The accompanying unaudited condensed
financial statements should be read in conjunction with the Consolidated
Financial Statements and Notes to Consolidated Financial Statements of
Alltrista Corporation and Subsidiaries included in the Company's latest
annual report.
2. Contingencies
The Company is subject to and involved in claims arising out of the conduct
of its business including those relating to product liability, environmental
and safety and health matters. The Company's information at this time does
not indicate that the resolution of the aforementioned claims will have a
material, adverse effect upon financial condition, results of operations,
cash flows or competitive position of the Company.
3. Earnings per share
Earnings per share for the periods are computed by dividing net income for
the period by the sum of the weighted average number of shares outstanding
for the period and the common stock equivalents which result from stock
option activity. The Company will adopt the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share," in the last
quarter of 1997. Pro forma basic and diluted earnings per share for the
three and nine month periods ending September 28, 1997 and September 29,
1996 calculated pursuant to SFAS 128 would be as follows:
<TABLE>
<CAPTION>
Three month period ended Nine month period ended
September 28, September 29, September 29, September 28,
1997 1996 1997 1996
----------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Per share of common stock:
Net income
Basic earnings per share $ .67 $ .54 $ 1.78 $ 1.68
Diluted earnings per share $ .66 $ .53 $ 1.75 $ 1.64
</TABLE>
4. Acquisition and disposal of assets
In May, 1997, the Company purchased certain assets and assumed certain
liabilities of Viking Industries ("Viking Plastics") an Arkansas-based
producer of large thermoformed plastic products sold to the manufactured
housing and recreational vehicle industries for $8.4 million and future
consideration. The acquisition was accounted for as a purchase. The purchase
price was allocated to the assets purchased and liabilities assumed based on
their estimated fair values as of the date of acquisition. The purchase
price in excess of the fair value of assets purchased and liabilities
assumed will be amortized over a 20-year period. The impact of including the
financial results of Viking Plastics in a pro forma presentation for the
nine month periods ended September 28, 1997 and September 29, 1996 would not
have been material. Viking Plastics had 1996 sales of $15 million.
Page 6 of 14
<PAGE>
ALLTRISTA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (continued)
4. Acquisition and disposal of assets (continued)
On September 30, 1997 the Company completed the sale of the machine vision
inspection equipment product line of its LumenX division to Pressco
Technology Inc. ("Pressco"). The sale, which consisted primarily of
inventory, fixed assets and intangibles, was for $1.0 million in cash and
future consideration based upon Pressco's future sales of vision inspection
equipment to the container industry. The Company had vision inspection
equipment sales of $5.3 million and $7.2 million for the nine and twelve
months ended September 28, 1997 and December 31, 1996 respectively.
Concurrent with the sale of certain assets of the vision inspection product
line, the Company incurred a $3.6 million charge which consisted of (i) an
estimated $1.3 million loss on the vision inspection assets sold, including
transaction costs, (ii) an additional $1.0 million write-off of vision
related assets which were not part of the transaction, and (iii) the write
down of $1.0 million of x-ray inventory and $0.3 million of other x-ray
business assets. Given the nature of the x-ray business products and recent
performance, management is assessing their plans for this business. If a
determination to exit this business is made, there can be no assurance that
the entire value of its net assets would be recovered.
Page 7 of 14
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations - Comparing Third Quarter 1997 to Third Quarter 1996
The Company's net sales increased 21.0% or $13.8 million to $79.6 million in the
third quarter of 1997 from $65.8 million in the third quarter of 1996. Operating
earnings increased 1.3% or $0.1 million to $7.6 million in the third quarter of
1997 from $7.5 million in the third quarter of 1996. Excluding a $3.6 million
unusual charge relating to the LumenX division, operating earnings increased
49.3% or $3.7 million.
The increase in sales was primarily due to a $11.8 million increase in sales in
the Consumer Products division which is benefiting from the March, 1996
acquisition of the Kerr brand home canning products and a good growing season
for home gardening and fresh produce. During 1996, the Company, under the terms
of a non-exclusive Sales Agent Agreement, sold certain pre-closing inventory
retained by Kerr. These sales are not reflected in the Company's 1996 results of
operations. Since the Company fulfilled the agreement at the end of 1996, 1997
sales of Kerr brand products are reflected in the Company's current year
results. The increase in sales within the food containers segment was also aided
by a slight increase in sales within the Plastic Packaging division. Sales are
anticipated to be lower in the future as the Plastic Packaging division has lost
a $5.0 million account. This loss will be offset in part by increased sales
volumes with current customers and the addition of new accounts. The $5.2
million improvement in operating earnings for this segment was driven primarily
by the good growing season, the incremental Kerr brand sales, and efficiencies
resulting from consolidating the closure manufacturing operations in the
Consumer Products division as well as improved operating efficiencies and
reduced labor costs in the Plastic Packaging division.
The industrial components segment reported an increase in third quarter 1997
sales compared to the third quarter of 1996. The Industrial Plastics division
posted a $3.8 million increase in sales primarily as a result of the acquisition
of Viking Plastics ($3.6 million in sales). The Zinc Products division reported
a $0.7 million increase in sales despite a 50% reduction in coinage shipments to
the U.S. Mint. U.S. Mint shipments averaged 15 truck loads per week for the
third quarter of 1997 compared to 30 truck loads per week during the third
quarter of 1996. The effect the decline in coinage volume had on sales was
offset by (i) zinc ingot prices steadily increasing from an average of 51 cents
per pound in the third quarter of 1996 to 77 cents per pound in the third
quarter of 1997, (ii) an increase in other coinage sale volume primarily to the
Royal Canadian Mint for the Canadian one cent coin, and (iii) an increase in
European industrial sales volume. The Zinc Products division anticipates an
average of 15 truck loads per week to the U.S. Mint for the remainder of 1997.
The $0.5 million decrease in Unimark Plastics sales was attributed to lower
demand within both the health care and consumer markets, with some customers
bringing production back into their own facilities. This division expects sales
to return to more normal levels in the fourth quarter of 1997. LumenX reported a
$2.1 million decrease in sales in the third quarter of 1997 compared to the
third quarter of 1996. The decrease in LumenX sales was primarily in the x-ray
inspection line as demand for tire and wheel inspection equipment declined.
Operating earnings for the industrial components segment decreased $5.2 million
in the third quarter of 1997 compared to the third quarter of 1996. LumenX,
which contributed $4.2 million to the decline, incurred a $3.6 million unusual
charge primarily relating to the sale of the vision inspection equipment product
line. (See the discussion in note 4 to the Unaudited Condensed Financial
Statements regarding this charge.) With the remaining x-ray business, a minor
operating loss is anticipated in the fourth quarter of 1997 and a return to
profitability in 1998. The Unimark Plastics and Zinc Products divisions, as a
result of lower customer demand and reduced coinage volume to the U.S. Mint,
respectively, accounted for the remaining $1.0 million decrease in operating
earnings. Operating earnings for the Industrial Plastics division were
equivalent to 1996 despite the increase in sales resulting from the Viking
Plastics acquisition. The Company continues to seek new customers as well as
implement efficiencies to increase operating earnings within the division.
Gross profit increased $4.5 million in the third quarter of 1997 compared to the
third quarter of 1996. The increase was primarily due to the aforementioned
Consumer Products division sales increase. The increase from the Consumer
Products division as well as increases at the Plastic Packaging and Industrial
Plastics divisions were offset in part by a decrease in gross profit at the
Unimark Plastics, Zinc Products and LumenX divisions. Unimark Plastics and
LumenX had a decrease in sales as noted above. Zinc Products decline reflects
the decline in zinc coinage volume.
Page 8 of 14
<PAGE>
Selling, general and administrative expenses increased $0.8 million in the third
quarter of 1997 compared to the third quarter of 1996. The increase can be
attributed to the acquisition of Kerr and Viking Plastics as well as several
components within selling, general and administrative expenses (commissions,
warehousing, etc.)
fluctuating with sales volume.
Third quarter 1997 net interest expense was equivalent compared to the same
period last year.
The effective tax rate for the third quarter 1997 was lower than the effective
tax rate for the same period last year primarily due to the tax loss exceeding
the accounting loss on the sale of the LumenX vision inspection assets.
Results of Operations - Comparing Year to Date 1997 to Year to Date 1996
The Company's net sales increased 9.6% or $17.9 million to $204.2 million in the
first nine months of 1997 from $186.3 million in the first nine months of 1996.
The increase in sales was primarily due to the $19.3 million increase in sales
in the Consumer Products division which is benefiting from the March, 1996
acquisition of the Kerr brand of home canning products and a good growing season
for home gardening and fresh fruit. During 1996, the Company, under the terms of
a non-exclusive Sales Agent Agreement, sold certain pre-closing inventory
retained by Kerr. These sales are not reflected in the Company's 1996 results of
operations. Since the Company fulfilled the agreement at the end of 1996, 1997
sales of the Kerr products are reflected in the Company's current year results.
The Industrial Plastics and Zinc Products divisions both reported increases in
sales for the first nine months of 1997 compared to the first nine months of
1996. The Industrial Plastics division posted a $5.9 million increase in sales
primarily as a result of the acquisition of Viking Plastics ($5.7 million in
sales). The Zinc Products division reported a $1.5 million increase in sales
despite U.S. Mint coinage shipments averaging 16 truck loads per week for the
period compared to 30 truck loads per week the first nine months of 1996. The
effect the decline in coinage volume had on sales was offset by (i) zinc ingot
prices steadily increasing from an average of 51 cents per pound in the first
nine months of 1996 to 68 cents per pound in the first nine months of 1997, (ii)
an increase in European industrial sales volume, and (iii) initial sales to the
Royal Canadian Mint for the Canadian one cent coin. The Zinc Products division
anticipates an average of 15 truck loads per week to the U.S. Mint for the
remainder of 1997. In addition, one of the two customers for which Zinc Products
produces dry cell battery cans notified the Company it would be moving
production of its zinc/carbon batteries to Mexico next year. The Company does
not expect this development to have a material impact on Company profitability.
The increase in sales within the Consumer Products, Industrial Plastics, and
Zinc Products divisions were offset in part by decreases in the Unimark
Plastics, LumenX and Plastic Packaging divisions. The Unimark Plastics division
reported a $3.3 million decrease in sales for the period as a result of reduced
customer requirements as well as several customers pulling production back into
their own facilities. LumenX reported a $3.0 million decrease in sales due to a
reduction in demand for tire and airbag inspection equipment within the x-ray
product line. The Plastic Packaging division's $2.5 million decrease in sales
was primarily due to lower customer requirements.
Gross profit increased in the first nine months of 1997 compared to the first
nine months of 1996 with the majority of the increase occurring within the
Consumer Products division. The increase in gross profit within the Consumer
Products division was offset in part by a decline at the Zinc Products, Unimark
Plastics and LumenX divisions. Zinc Products' gross profit was driven down by
the aforementioned decline in coinage sales volume. Unimark Plastics' decline in
gross profit was primarily due to the decline in sales as previously noted. The
decline in gross profit at LumenX was also due to the aforementioned decline in
sales as well as a change in product mix.
Selling, general and administrative expenses increased 4.6% or $1.5 million to
$34.0 million in the first nine months of 1997 from $32.5 million in the first
nine months of 1996. The increase was almost entirely a function of the Kerr and
Viking Plastics acquisitions as well as the overall increased Consumer Products
division sales. Selling, general and administrative expenses as a percentage of
net sales were 16.7% for the period compared to 17.4% for the same period last
year. This improvement is attributed to Consumer Product division's efficiencies
resulting from consolidating the operations of the Ball and Kerr brands.
Page 9 of 14
<PAGE>
Operating earnings decreased 7.5% or $1.8 million to $22.2 million in the first
nine months of 1997 from $24.0 million in the first nine months of 1996. The
LumenX division incurred a $3.6 million unusual charge primarily relating to the
sale of certain assets of the vision inspection equipment product line. (See the
discussion in note 4 to the Unaudited Condensed Financial Statements regarding
this charge.) Excluding this charge, operating earnings increased 7.5% or $1.8
million to $25.8 million during the current period.
Net interest expense for the nine month period ended September 28, 1997 was $1.9
million compared to $2.2 million for the same period last year. Lower 1997 daily
average borrowings were offset in part by slightly higher interest rates.
Financial Condition, Liquidity and Capital Resources
Working capital as of September 28, 1997 increased $4.3 million to $53.2 million
from the 1996 year end level. Cash and cash equivalents and accounts receivable
increased $15.5 million and $4.6 million, respectively. The increase in these
two items were offset in part by a $13.5 million decrease in inventories and a
$3.4 million increase in current liabilities. The seasonal increase in mid-year
cash and receivables and reduction of inventories is normal in the home canning
industry. The decrease in inventories also reflected a reduction in the stock of
Kerr products, acquired in a bulk purchase at year-end 1996.
In May, 1997, the Company purchased for $8.4 million the net assets of Viking
Industries, an Arkansas-based producer of large thermoformed plastic products
sold to manufactured housing and recreational vehicle industries. Other capital
expenditures for property, plant and equipment were $5.1 million during the
first nine months of 1997 compared to $8.8 million for the same period last
year. Capital expenditures are largely related to maintaining manufacturing
facilities and are expected to be at lower levels in 1997 compared to 1996.
On September 30, 1997 the Company completed the sale of certain assets of
LumenX's machine vision inspection equipment product line to Pressco Technology
Inc. ("Pressco"). The sale, which consisted primarily of inventory, fixed assets
and intangibles, was for $1.0 million in cash and future consideration based
upon Pressco's future sales of vision inspection equipment to the container
industry. See the discussion in note 4 to the Unaudited Condensed Financial
Statements regarding this transaction. Taking into account the cash received,
future cash proceeds expected, tax benefits and costs paid, the Company expects
the transaction to provide approximately $4.0 million in cash. Management
continues to assess its plans for the remaining x-ray inspection business. If a
determination to exit this business is made, there can be no assurance that the
entire value of its net assets would be recovered.
The growth strategy for the Company places primary emphasis on plastics. The
Company currently has three plastics businesses, namely, Unimark Plastics
(injection molding for health care and consumer markets), Industrial Plastics
(heavy gauge sheet extrusion and thermoforming for appliance and manufactured
housing markets) and Plastic Packaging (coextruded sheet and formed containers
for processed human and pet food). It is anticipated that the plastics business
will be grown through acquisition as well as internally; acquisitions would
include companies that engage in conversion processes similar to those currently
being used by the Company as well as other plastics conversion processes. In the
context of corporate strategy, Consumer Products (home canning supplies and
related products) and Zinc Products (zinc strip and products fabricated from
that strip) will focus on internal growth opportunities that are closely related
to existing business; this strategy will require fewer resources since it will
utilize current capabilities. Hence these two latter businesses should provide
substantial cash to fund the more aggressive growth strategy in plastics,
without precluding growth in these units.
The Company has $30 million of long-term debt with maturity dates beginning in
December, 1998 and continuing through 2004 at a fixed interest rate of 7.8%. In
May, 1995, the Company terminated a swap agreement, resulting in a transaction
gain of $0.5 million. This gain is being amortized over the original three-year
term of the swap and effectively fixes the Company's interest rate on the
long-term debt through December 1997 at 7.19%. The Company participates in a $50
million revolving credit agreement with a group of banks, of which no borrowings
were outstanding at quarter or year end. The Company also has available $80
million in committed and uncommitted credit lines of which no borrowings were
outstanding at quarter or year end. After reducing outstanding debt by the cash
balance, the debt-to-total capitalization ratio was 6.8% at the end of the third
quarter of 1997. As of September 28, 1997, borrowings on the Company's long-term
debt and uncommitted credit lines were at a weighted average interest rate of
7.0%. During the first nine months of 1997, and in accordance with plans
approved by its board of directors, the Company has purchased 184,500 shares of
the Company's common stock for a total cost of $4.2 million. In May, 1997 the
Company's board of directors approved an additional 600,000 shares to be added
to the Company's stock repurchase program. As of September 28, 1997, the Company
has approval to purchase up to 565,500 additional shares.
Page 10 of 14
<PAGE>
The Company is subject to and involved in claims arising out of the conduct of
its business including those relating to product liability, environmental and
safety and health matters. The Company's information at this time does not
indicate that the resolution of the aforementioned claims will have a material,
adverse effect upon financial condition, results of operations, capital
expenditures or competitive position of the Company.
This Quarterly Report on Form 10-Q includes certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Those statements include, but may not be
limited to, discussions regarding expectations of future sales and
profitability, anticipated demand for the Company's products and expectations
regarding operating and other expenses. Reliance on forward-looking statements
involves risks and uncertainties. Although the Company believes that the
assumptions upon which the forward-looking statements contained herein are based
are reasonable, any of those assumptions could prove to be inaccurate. As a
result, the forward-looking statements based on those assumptions could also be
incorrect. Please see the Company's Report on Form 8-K, dated June 10, 1997, for
a list of factors which could cause the Company's actual results to differ
materially from those projected in the Company's forward-looking statements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of earnings per share
27 Financial Data Schedule (EDGAR filing only)
(b) Reports of Form 8-K
There were no events required to be reported under Form 8-K for the quarter
ending September 28, 1997.
Page 11 of 14
<PAGE>
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.
Alltrista Corporation
(Registrant)
Date: November 11, 1997 By: /s/ Kevin D. Bower
----------------------------- ---------------------------
Kevin D. Bower
Senior Vice President &
Chief Financial Officer
Page 12 of 14
<PAGE>
ALLTRISTA CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
September 28, 1997
EXHIBIT INDEX
Exhibit Description Page
11.1 Computation of earnings per share 11
27 Financial Data Schedule EDGAR filing only
Page 13 of 14
<TABLE>
<CAPTION>
Exhibit 11.1
ALLTRISTA CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Thousands of dollars except share amounts)
Three month period ended Nine month period ended
September 28, September 29, September 28, September 28,
1997 1996 1997 1996
---------- ---------- -------- -------
<S> <C> <C> <C> <C>
Primary Earnings Per Share
Net income $ 4,939 $ 4,176 $13,184 $13,170
=========== ========= ========= ==========
Weighted average number of common shares
outstanding (000s) 7,386 7,776 7,407 7,840
Additional shares assuming conversion of stock options 147 152 144 171
----------- --------- --------- ----------
Weighted average number of common and
equivalent shares 7,533 7,928 7,551 8,011
=========== ========= ========= ==========
Primary net income per common share $ .66 $ .53 $ 1.75 $ 1.64
=========== ========= ========= ==========
Fully Diluted Earnings Per Share
Net income $ 4,939 $ 4,176 $13,184 $13,170
=========== ========= ========= ==========
Weighted average number of common shares
outstanding (000s) 7,386 7,776 7,407 7,840
Additional shares assuming conversion of stock options 157 157 160 195
----------- --------- --------- ----------
Weighted average number of common and 7,543 7,933 7,567 8,035
=========== ========= ========= ==========
equivalent shares
Fully diluted net income per common share $ .65 $ .53 $ 1.74 $ 1.64
=========== ========= ========= ==========
</TABLE>
Page 14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME FOUND IN THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
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