-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/CB5L6OjNu99fkvFEwAILL9SuT7IZwi4RRraNHeyRjO6I2MErI4srWWVTBsVITh uy7zgj730B3Ro7RkhoLsyA== 0000950128-97-000860.txt : 19970728 0000950128-97-000860.hdr.sgml : 19970728 ACCESSION NUMBER: 0000950128-97-000860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970725 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUSCARORA INC CENTRAL INDEX KEY: 0000821538 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 251119372 STATE OF INCORPORATION: PA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17051 FILM NUMBER: 97645701 BUSINESS ADDRESS: STREET 1: 800 FIFTH AVE CITY: NEW BRIGHTON STATE: PA ZIP: 15066 BUSINESS PHONE: 4128438200 MAIL ADDRESS: STREET 1: 800 FIFTH AVENUE CITY: NEW BRIGHTON STATE: PA ZIP: 15066 FORMER COMPANY: FORMER CONFORMED NAME: TUSCARORA PLASTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 TUSCARORA INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 1997 TUSCARORA INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in its charter) PENNSYLVANIA 0-17051 25-1119372 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 800 FIFTH AVENUE, NEW BRIGHTON, PENNSYLVANIA 15066 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 843-8200 -------------- 2 Item 5. Other Events. ------------- On July 16, 1997, the State Court of Rockdale County, Georgia entered an Order dismissing the civil action entitled L. MARIE ROBERTS v. TUSCARORA INCORPORATED, JOE ALCOTT and LARRY MOONEYHAN, Civil Action File No. 95-SV-1345. The Order was entered following receipt by the Court of a letter from the plaintiff Roberts requesting that the proceeding be dismissed. The proceeding was last reported in the Company's annual report on Form 10-K for the fiscal year ended August 31, 1996. On July 22, 1997, the Company mailed its quarterly report for the fiscal quarter ended May 31, 1997 to the Company's shareholders. A copy of the report is filed as Exhibit 99.1 to this current report. On July 25, 1997, the Company issued a press release with respect to the acquisition by the Company of the business and operations of Arrowtip Group, a manufacturer of custom molded and fabricated foam packaging products in the United Kingdom. A copy of the press release is filed as Exhibit 99.2 to this current report. The acquisition does not constitute the acquisition of a significant amount of assets for purposes of Item 2 of Form 8-K. Reference is made to the quarterly report to shareholders and the press release for information with respect to fiscal fourth quarter performance. -2- 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) Exhibits -------- The following exhibits are filed as part of this current report: Exhibit No. Document - ----------- -------- 99.1 Quarterly report to shareholders for the fiscal quarter ended May 31, 1997. 99.2 Press release with respect to the acquisition by the Company of the Arrowtip Group in the United Kingdom. -3- 4 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. TUSCARORA INCORPORATED (Registrant) By /s/ JOHN P. O'LEARY, JR. ----------------------------- John P. O'Leary, Jr., President and Chief Executive Officer Date: July 25, 1997 -4- 5 TUSCARORA INCORPORATED FORM 8-K Date of Report: July 16, 1997 Exhibit Index ------------- The following exhibits are filed as part of this current report on Form 8-K. Exhibit No. Document - ----------- -------- 99.1 Quarterly report to shareholders for the fiscal quarter ended May 31, 1997. 99.2 Press release with respect to the acquisition by the Company of the Arrowtip Group in the United Kingdom. EX-99.1 2 TUSCARORA INC. 1 Exhibit 99.1 [LOGO] THIRD QUARTER 3 ENDED MAY 31, 1997 2 TO OUR SHAREHOLDERS: Results for the third fiscal quarter of FY97 were mixed. We were pleased to have achieved record net sales for a third quarter of $52.6 million, an increase of 17% over net sales of $45.1 for the same quarter last year. However, we were disappointed to report net income of $1.9 million, compared with net income of $2.4 million for the third quarter of the last fiscal year. This resulted in earnings of $.20 per share, a 20% decrease from earnings of $.25 per share in the same quarter last year. For the nine months ended May 31, 1997, net sales totaled a record $155.0 million, an increase of 14% over net sales of $135.6 million for the year earlier period. Net income was $7.7 million, compared to net income of $7.5 million, while earnings per share were $.81, compared to $.80 for the first nine months of FY96. The decline in net income for the quarter was largely due to the combined impact of significantly substandard gross profit margins at two facilities acquired in the first quarter of the current fiscal year and at two of the company's existing U.S. manufacturing facilities, and decreased shipping levels to two large customers who were adjusting their inventory levels and reducing packaging requirements. Recent shipping rates have shown some improvement over the early weeks of the third quarter, and the operating problems at the two existing manufacturing facilities have been fully identified and substantially corrected. However, we continue to experience lower than expected gross profit margins at certain of our manufacturing facilities, principally in the businesses recently acquired and at plants newly opened in the current fiscal year. Also, sales to one of our large customers continue to be substantially below prior years' levels. These difficulties, combined with the additional selling, administrative and interest expenses resulting from the acquisition on May 30, 1997 of an integrated materials business in Hayward, California, are likely to negatively impact net income for the fourth quarter of FY97. Clearly, the rapid expansion of our business in the past year has not been without a cost to current profits. The businesses we acquire are often not strong performers. While this allows us to purchase these operations at attractive prices, it does take time and management skill to bring their profitability up to our objectives. Similarly, opening new manufacturing facilities always has a cost in terms of training, to achieve desired efficiency levels. Also, margins may be diminished as production is moved from profitable plants and added to the base of business in the new facility. In most years, when we have not been as aggressive and focused on sales growth, the impact of acquisitions and the opening of new facilities has usually been absorbed with minimal effect on the company's earnings. While we may have been overly ambitious in growing the business this year, you can be assured that we are focusing the best of our management abilities on bringing the profit margins at all of our new businesses and manufacturing facilities up to the high standards that we expect, and generally achieve, from our mature operations. In the long run, I believe that the actions for growth that we have taken, and will continue to take this year, will pay off handsomely. On a related note, in May we announced the acquisitions of a thermoforming business in Southern California and an integrated materials business in the city of Hayward, on San Francisco Bay. We also announced the planned opening next year of a foam molding plant in Tijuana, Mexico. Collectively, this expansion will give us a significant presence on the West Coast, the one major market in the U.S. in which we had not been actively participating. While earnings for this quarter are certainly disappointing and the earnings for the fourth quarter are likely to be adversely affected as well, we believe that we have a sound, long-term strategy in place to grow a larger and more profitable business. That has been the company's track record over many years and we are confident we can continue on that path. Your support through these less than ideal periods is most appreciated. Very truly yours, /s/ JOHN P. O'LEARY, JR. - ------------------------ John P. O'Leary, Jr. President & CEO July 17, 1997 3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
------------------------------------------------------------ Three Months Ended Nine Months Ended May 31, May 31, 1997 1996 1997 1996 ------------------------------------------------------------ Net Sales $52,592,726 $45,113,282 $155,009,971 $135,597,020 Cost of Sales 41,194,724 34,563,391 118,384,373 103,176,672 - ----------------------------------------------------------------------------------------------------------- Gross profit 11,398,002 10,549,891 36,625,598 32,420,348 - ----------------------------------------------------------------------------------------------------------- Selling and Administrative Expenses 7,276,063 5,903,900 21,199,529 18,003,941 Interest Expense 943,397 693,752 2,666,076 2,087,718 Other (Income) Expense 57,592 78,323 163,320 46,208 - ----------------------------------------------------------------------------------------------------------- 8,277,052 6,675,975 24,028,925 20,137,867 - ----------------------------------------------------------------------------------------------------------- Income before income taxes 3,120,950 3,873,916 12,596,673 12,282,481 Provision for Income Taxes 1,235,572 1,502,649 4,945,935 4,770,074 - ----------------------------------------------------------------------------------------------------------- Net income $ 1,885,378 $ 2,371,267 $ 7,650,738 $ 7,512,407 =========================================================================================================== Net income per share $0.20 $0.25 $ 0.81 $ 0.80 Dividends per share - - $ 0.093 $ 0.087 - ----------------------------------------------------------------------------------------------------------- Weighted average number of shares of Common Stock outstanding 9,464,026 9,399,204 9,445,777 9,344,844 ===========================================================================================================
Net income per share, dividends per share and weighted average number of shares of Common Stock outstanding for the three and nine months ended May 31, 1996 have been adjusted to reflect a 50% share distribution declared on December 18, 1996 for distribution on January 13, 1997 to shareholders of record on December 27, 1996. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------- May 31, May 31, 1997 1996 - ----------------------------------------------------------------------------------------------------------- ASSETS Current Assets $ 52,495,845 $ 44,258,328 Property, Plant and Equipment--Net 89,207,366 76,050,677 Other Assets--Net 9,731,984 5,069,555 - ----------------------------------------------------------------------------------------------------------- Total assets $151,435,195 $125,378,560 =========================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities $ 22,820,520 $ 20,605,952 Long-Term Debt--less current maturities 52,150,579 38,363,084 Other Long-Term Liabilities 4,431,044 3,058,395 Shareholders' Equity 72,033,052 63,351,129 - ----------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $151,435,195 $125,378,560 ===========================================================================================================
4 [LOGO] Packaging and Protective Products SENSIBLE SOLUTIONS...SUPERIOR SERVICE TUSCARORA INCORPORATED IS INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. STOCK TRANSFER AGENT AND REGISTRAR: CHASE MELLON SHAREHOLDER SERVICES L.L.C. FOUR STATION SQUARE PITTSBURGH, PA 15219 TUSCARORA INCORPORATED 800 FIFTH AVENUE RECYCLED NEW BRIGHTON, PA 15066 LOGO 412.843.8200 EX-99.2 3 TUSCARORA INC. 1 Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACT: Brian C. Mullins INVESTOR RELATIONS CONTACT: 412/843-8200 John Nesbett/Jason Thompson Lippert Heilshorn & Associates 212/838-3777 TUSCARORA ANNOUNCES ACQUISITION OF UK PACKAGING MANUFACTURER NEW BRIGHTON, PA - July 25, 1997 -- Tuscarora Incorporated (NASDAQ NM:TUSC) today announced is has acquired the business and operations of Arrowtip Group, a manufacturer of custom molded and fabricated foam packaging products. Arrowtip Group has annual sales of approximately $8,000,000 (L5,000,000), and serves more than 500 customers throughout the United Kingdom. Arrowtip has a foam molding facility in Norwich and molding and fabricating operations in London. Arrowtip is a major supplier of packaging to the consumer products and automotive industries. This acquisition, completed today, will bring Tuscarora's annual United Kingdom sales to approximately $30,000,000 (L19,000,000), further strengthening the company's position as the largest custom molder of foam plastics products in the UK. Tuscarora first entered the UK market in February 1995 with the acquisition of M.Y. Trondex Limited, with a plant in Northampton, England. The company subsequently opened a facility in Spennymoor, England in June 1996, and acquired EPS Moulders Limited, a foam molder in Livingston, Scotland in October 1996. John P. O'Leary, Jr., president and chief executive officer, said, "We are extremely pleased to have this opportunity to combine the strengths of the Arrowtip organization with our current Tuscarora operations in the UK. This acquisition will provide added service and capabilities to the Arrowtip customer base, and should result in enhanced profitability for Tuscarora's shareholders." The company plans to consolidate the operation in Norwich into the London molding facility and its Northampton plant. Certain key manufacturing personnel from Norwich will --more-- 2 be relocating among the company's four manufacturing facilities in the UK. The Northampton site will continue to serve as administrative headquarters for all Tuscarora activities in the UK. FISCAL FOURTH QUARTER PERFORMANCE Tuscarora also announced that it continues to experience lower than expected gross profit margins at certain manufacturing facilities, principally at sites recently acquired and at plants newly opened this fiscal year. Shipments to one of the company's large customers also continue to be substantially below prior years' levels. These factors, combined with additional selling, administrative and interest expenses resulting from the May 30, 1997 acquisition of an integrated materials business in Hayward, California, will negatively impact net income for the fourth quarter of fiscal 1997. O'Leary commented concerning fourth quarter performance, "Clearly, the rapid expansion of our business in the past year has not been without a cost to current profits. Time and management skill are required to raise the profitability levels of the businesses we have acquired. Similarly, new manufacturing facilities amass many start-up costs before achieving desired efficiency levels. As production is moved from profitable plants and added to the base of business in a new facility, margins generally diminish in the short term. In response, we are concentrating out best management abilities to raise profit margins at all facilities to the high standards that we expect, and generally achieve, in our mature operations. In the long run, I believe the actions for growth that we have taken this year, as well as this current transaction involving the Arrowtip business, will pay off handsomely." Tuscarora Incorporated custom designs and manufactures interior protective packaging, material handling solutions and componentry from a broad range of materials. One of the world's largest manufacturers of custom molded products made from expanded foam plastic materials, Tuscarora also integrates multiple materials, such as corrugated paperboard, molded and/or diecut foam plastics, thermoformed plastics and wood, to meet each customer's specific end-use requirements. Tuscarora serves over 3,000 customers located in the United States, Canada, Mexico and the United Kingdom from 34 manufacturing locations. Among the company's customers are major manufacturers in the high technology, consumer electronics, major appliance and automotive industries. -----END PRIVACY-ENHANCED MESSAGE-----