-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, co6wGXF6aZ8DPRngeMRkt3f3zPz02Ll9aEGVGPJlO4SOAJKo0Oh3FAJDgxVCP/oP l0b0LzHeywh6WE+JxtH22Q== 0000043514-95-000004.txt : 19950622 0000043514-95-000004.hdr.sgml : 19950622 ACCESSION NUMBER: 0000043514-95-000004 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950621 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROPAK CORP /CA/ CENTRAL INDEX KEY: 0000043514 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 953206821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10476 FILM NUMBER: 95548219 BUSINESS ADDRESS: STREET 1: 660 S STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631 BUSINESS PHONE: 7148709757 MAIL ADDRESS: STREET 1: 660 SOUTH STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631-5138 FORMER COMPANY: FORMER CONFORMED NAME: ROPAK WEST INC/NEW DATE OF NAME CHANGE: 19850813 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WESTERN GENERAL INC DATE OF NAME CHANGE: 19820509 10-Q/A 1 - ---------------------------------------------------------------- - ---------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995 Commission file Number: 0-10476 ROPAK CORPORATION (Exact name of registrant as specified in its charter.) Delaware 95-3206821 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 660 South State College Boulevard Fullerton, California 92631 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 870-9757 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 practical date: Common Stock, $.01 par value - 4,386,162 shares as of March 31, 1995. - ---------------------------------------------------------------- - ---------------------------------------------------------------- PART I. FINANCIAL INFORMATION ROPAK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (Unaudited)
THREE MONTHS ENDED MARCH 31, ---------------------- 1995 1994 ---------- -------- Net sales................................ $34,366 $25,049 Cost of sales............................ 27,389 20,589 ------- ------- Gross profit............................. 6,977 4,460 Operating expenses....................... 5,000 4,340 ------- ------- Operating profit......................... 1,977 120 ------- ------- Other (income) expense: Interest.............................. 809 506 Other................................. 93 93 ------- ------- 716 599 ------- ------- Income (loss) before income taxes........ 1,261 (479) Provision (benefit) for income taxes..... 542 (206) ------- ------- Net income (loss)........................ $ 719 $ (273) ======= ======= Net income (loss) per share: Primary............................... $ 0.14 $ (0.06) Fully diluted......................... $ 0.14 $ (0.06) Average shares outstanding: Primary............................... 4,497 4,366 Fully diluted......................... 5,079 4,366
The accompanying notes are an integral part of these financial statements. ROPAK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) (Unaudited)
MARCH 31, MARCH 31, 1995 1994 ---------- ---------- ASSETS: Current assets: Cash and cash equivalents......... $ 1,477 $ 1,470 Accounts receivable, less allowance for doubtful accounts of $551 and $477, respectively................... 23,240 21,178 Inventories: Raw materials.................. 6,938 7,309 Finished goods................. 19,395 14,849 Refundable income tax............. 89 177 Other............................. 1,053 1,075 Deferred income tax benefits...... 382 382 --------- --------- Total current assets................ 52,574 46,440 --------- --------- Improvements and equipment.......... 83,944 81,600 Less accumulated depreciation....... 46,601 45,024 --------- --------- Net fixed assets.................... 37,343 36,576 --------- --------- Investments in joint ventures....... 555 568 Goodwill............................ 7,772 7,856 Other assets........................ 2,956 2,876 --------- --------- TOTAL ASSETS........................ $ 101,200 $ 94,316 ========= =========
The accompanying notes are an integral part of these financial statements. ROPAK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) (Unaudited)
MARCH 31, MARCH 31, 1995 1994 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Short-term debt................... $ 3,976 $ 3,976 Accounts payable.................. 15,501 14,997 Income taxes payable.............. 444 -- Accrued liabilities............... 2,467 2,986 --------- --------- Total current liabilities........... 22,388 21,959 Long-term debt less current maturities............... 39,939 34,014 Deferred income taxes............... 3,501 3,501 Minority interest................... 5,200 5,200 --------- --------- Total liabilities................... $ 71,028 $ 64,674 --------- --------- Shareholders' Equity: Preferred stock, $.01 par value: Authorized - 3,000,000 shares none issued or outstanding Common stock, $.01 par value: Authorized - 10,000,000 shares; issued and outstanding -- 4,386,162 shares as of March 31, 1995 and December 31, 1994................. 44 44 Additional paid-in capital.......... 23,604 23,807 Treasury stock...................... (176) (176) Retained earnings................... 7,937 7,218 Cumulative foreign currency translation gain (loss) as to foreign subsidiaries........ (1,237) (1,251) --------- --------- Shareholders' equity................ 30,172 29,642 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $ 101,200 $ 94,316 ========= =========
The accompanying notes are an integral part of these financial statements. ROPAK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (Unaudited)
THREE MONTHS ENDED MARCH 31, -------------------- 1995 1994 -------- -------- Cash flow from operating activities: Net income (loss)................... $ 719 $ (273) Depreciation and amortization....... 1,751 1,727 Gain on investments................. (20) -- Gain on disposal of equipment....... (31) 2 Increase in current assets.......... (6,127) (1,259) Increase (decrease) in current liabilities.............. 429 167 Decrease in other assets............ (82) (19) -------- -------- (3,361) 345 -------- -------- Cash flow from investing activities: Acquisition of improvements and equipment...................... (2,491) (1,161) Proceeds from sale of equipment..... 35 1 Proceeds from sale of investments... 33 -- -------- -------- (2,423) (1,160) -------- -------- Cash flow from financing activities: Issuance of long-term debt.......... 6,779 1,279 Repayment of long-term debt......... (757) -- Repayment of capital lease.......... (97) (98) Redemption of stock warrants........ (203) -- Payment of preferred stock dividend. -- (116) -------- -------- 5,722 1,065 -------- -------- Effect of foreign currency exchange rate changes............. (69) (250) -------- -------- Net increase (decrease) in cash....... 7 0 Cash and cash equivalents at beginning of year.............. 1,470 0 -------- -------- Cash and cash equivalents at end of period.................. $ 1,477 $ 0 ======== ======== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest.......................... $ 823 $ 518 Income taxes...................... $ 49 $ 1,305 ======== ========
During the three month period ending March 31, 1995 the Company accrued $98 for preferred stock dividends. The accompanying notes are an integral part of these financial statements. ROPAK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THREE MONTHS ENDED MARCH 31, 1995 (IN THOUSANDS, EXCEPT NUMBER OF SHARES) (Unaudited)
Foreign Common Stock Additional Currency ----------------- Paid-in Treasury Retained Translation Total Shares Amount Capital Stock Earnings Gain (loss) Equity --------- ------ ------- -------- -------- - ----------- --------- Balance at December 31, 1994............ 4,386,162 $44 $23,807 $(176) $7,218 $(1,251) $29,642 Redemption of stock warrant......... -- -- (203) -- -- -- (203) Dividend on preferred shares.......... -- -- -- -- (98) -- (98) Net income...... -- -- -- -- 719 -- 719 Foreign currency translation loss............ -- -- -- -- -- (14) (14) --------- ------ ------- -------- -------- - ----------- -------- Balance at March 31, 1995............ 4,386,162 $44 $23,604 $(176) $7,839 $(1,237) $30,074 ========= ====== ======= ======== ======== =========== ========
The accompanying notes are an integral part of these financial statements. ROPAK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules of the Securities and Exchange Commission ("SEC") and, in the opinion of the Company, include all adjustments necessary for a fair presentation of financial position, results of operations and cash flows. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules. Reference is made to Note 1 of the Notes to Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 for a summary of significant policies utilized by the Company. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's latest annual report. 2. The condensed consolidated statements of operations for the three months ended March 31, 1995 and March 31, 1994 are not necessarily indicative of the results to be expected for the full year. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Ropak Corporation's net sales of $34,366,000 for the three months ended March 31, 1995 increased 37.2% over the reported $25,049,000 for the three month period ended March 31, 1994 and 9.2% over the $31,476,000 reported for the preceding quarter ended December 31, 1994. Measured in constant pounds of resin sold, the increase in sales for the three months ended March 31, 1995 over 1994 was 8.9%. The Materials Handling Group was largely responsible for the increase in volume. The increase in comparable resin costs during the past twelve months, passed through in the form of higher selling prices, accounts for the remaining dollar value increase reported. Gross profit expressed as a percentage of sales for the first quarter ended March 31, 1995 was 20.3%, up from 17.8% reported for the first quarter ended March 31, 1994 and down from 24.5% reported for the immediately preceding quarter ended December 31, 1994. Gross margins have increased in total for the Company for the three months ended March 31, 1995 over 1994 as both the U.S. and Canadian Container groups have recorded improved margins resulting from the sales of product made from less expensive resin sold at higher selling prices as resin cost increases are being passed through. The Materials Handling Group, however, has met with severe competitive pricing and market resistance to increasing raw material costs; consequently the Materials Handling Group experienced lower margins in 1995 compared to the same quarter of 1994. Operating expenses for the first quarter ended March 31, 1995 of $5,000,000 were up 15.2% from the $4,340,000 recorded during the quarter ended March 31, 1994 and down from the $5,475,000 reported for the preceding quarter ended December 31, 1994. The increase in operating expenses during the quarter ended March 31, 1995 are due to expenses incurred in connection with a new manufacturing facility in Kentucky and the development of new products and markets in 1995. Ropak recorded non-recurring expenses of approximately $600,000 in the last quarter of 1994 related to an offer received to purchase all of its common stock accounting for the increase in expenses during the last quarter of 1994 compared to the first quarter ended March 31, 1995. The net profit after adjustment for income taxes was $719,000 for the three month period ended March 31, 1995 which compares to a net loss of $273,000 for the similar quarter ended March 31, 1994 and a net profit of $904,000 for the preceding quarter ended December 31, 1994. Liquidity and Capital Resources As at March 31, 1995, the Company had approximately $1,000,000 of borrowings available on its bank credit line to finance ongoing operations. The amount, together with cash generated from internal sources, is expected to be adequate to fund Ropak's foreseeable cash requirements for working capital needs, scheduled debt repayment and planned capital expenditures. Working capital of the Company increased to $30,186,000 at March 31, 1995, up from $24,481,000 reported at December 31, 1994 and $20,052,000 at March 31, 1994. Working capital increases are the result of a traditional seasonal buildup of inventories required to meet demands of the agricultural and fishing industries and higher accounts receivable amounts resulting from increased sales activity. The approximate 80% increase in raw material costs during the past twelve months contributed to the working capital increases in accounts receivable and inventory values. In January 1995 the Company amended its credit facility to provide for a $24,500,000 revolving line of credit and a $9,500,000 term loan together with a special revolving loan commitment of $5,500,000. The combined maximum credit allowed is not to exceed $35,000,000. The special revolving loan is available to finance up to 70% of new capital expenditures and is repayable in twenty equal quarterly installments amortized on the principal loan balance outstanding on December 31, 1994. The revolving loan matures on July 1, 1996. The total line of credit bears interest at the bank's reference rate and may be fixed at any time at LIBOR plus 1.75%. The credit facility requires the Company to observe certain restrictive covenants, among which are a minimum tangible net worth plus subordinated debt, restrictions on certain additional indebtedness and requirements to maintain certain financial ratios. Capital additions to plant and equipment during the first quarter of 1995 amounted to $2,491,000 which compares to $1,161,000 expended during the first quarter ended March 31, 1994. It is expected that capital expenditures will amount to approximately $10,000,000 in 1995. Management believes that sufficient capacity exists within the credit available under its banking and other credit arrangements and internally generated funds from operations to meet the Company's capital requirements. PART II -- OTHER INFORMATION ITEM 5. OTHER INFORMATION On May 3, 1995, LINPAC Mouldings Ltd. of Birmingham, England announced that based on a preliminary count by its depositary, 1,968,969 shares of Ropak Corporation common stock had been tendered to LINPAC pursuant to LINPAC's tender offer to purchase all of the outstanding common stock of Ropak Corporation at $11.00 per share. The offer expired at midnight on May 2, 1995. LINPAC stated it has accepted for purchase all validly tendered shares. Upon purchase of all shares tendered pursuant to its tender offer, LINPAC will beneficially own approximately 96.8% of the outstanding shares of Ropak's common stock. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Not applicable (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended March 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 15, 1995 ROPAK CORPORATION (Registrant) By: /s/ William H. Roper --------------------- William H. Roper, Chief Executive Officer By: /s/ Ronald W. Cameron ---------------------- Ronald W. Cameron, Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description ------ ------------ 27 Financial Data Schedule EX-27 2 ARTICLE 5 FINANCIAL DATA SCHEDULE FOR 1ST QTR 10-Q
5 ROPAK CORPORATION 1,000 Dec-31-1995 Jan-01-1995 Mar-31-1995 3-MOS 1,477 0 23,240 551 26,333 52,574 83,944 46,601 101,200 22,388 39,939 0 0 44 30,128 101,200 34,366 34,366 27,389 27,389 5,000 0 809 1,261 542 719 0 0 0 719 0.14 0.14
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