-----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, O5W2V7gGd7UmUxM/X5PXXS00ew0GvLV28OZ+o5llw3Pk+c9LZL+Pct/hftb/37/1 Oc+SkZt73gkNXGW4Hg0ECA== 0000895655-97-000008.txt : 19970514 0000895655-97-000008.hdr.sgml : 19970514 ACCESSION NUMBER: 0000895655-97-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970330 FILED AS OF DATE: 19970513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21052 FILM NUMBER: 97601759 BUSINESS ADDRESS: STREET 1: 345 S HIGH ST CITY: MUNCIE STATE: IN ZIP: 47307 BUSINESS PHONE: 3172815000 MAIL ADDRESS: STREET 1: 345 S. HIGH STREET CITY: MUNCIE STATE: IN ZIP: 47307-5004 10-Q 1 ALLTRISTA CORPORATION 10Q 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 March 30, 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 State of Indiana 35-1828377 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 March 30, 1997 ------------------ ----------------------------- Common Stock, without par value 7,480,112 shares This document contains 12 pages. The exhibit index is on page 11 of 12. Page 1 of 12 ALLTRISTA CORPORATION AND SUBSIDIARIES Quarterly Report on Form 10-Q For the period ended March 30, 1997 INDEX Page Number PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Unaudited Condensed Consolidated Statement of Income for the three month periods ended March 30, 1997 and March 31, 1996 3 Unaudited Condensed Consolidated Balance Sheet at March 30, 1997 and December 31, 1996 4 Unaudited Condensed Consolidated Statement of Cash Flows for the three month periods ended March 30, 1997 and March 31, 1996 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 8 PART II. OTHER INFORMATION 9 Page 2 of 12 PART I. FINANCIAL INFORMATION Item 1. Financial Statements
ALLTRISTA CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME (thousands of dollars except per share amounts) Three month period ended March 30, March 31, 1997 1996 ---- ---- Net sales $45,642 $51,128 ---------- ---------- Costs and expenses Cost of sales 34,798 37,552 Selling, general and administrative expenses 7,938 7,753 ---------- ---------- Operating earnings 2,906 5,823 Interest expense, net (609) (746) ---------- ---------- Income from continuing operations before taxes 2,297 5,077 Provision for income taxes (864) (1,987) ---------- ---------- Income from continuing operations 1,433 3,090 ---------- ---------- Discontinued operations: Earnings from discontinued operations, net of income taxes of $216 - 267 ---------- ---------- Income from discontinued operations - 267 ---------- ---------- Net income $1,433 $3,357 ========== ========== Per share of common stock: Income from continuing operations Primary earnings per share $ .19 $ .38 ========== ========== Fully diluted earnings per share $ .19 $ .38 ========== ========== Net income Primary earnings per share $ .19 $ .42 ========== ========== Fully diluted earnings per share $ .19 $ .41 ========== ========== See accompanying notes to unaudited condensed consolidated financial statements.
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ALLTRISTA CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (thousands of dollars) March 30, December 31, 1997 1996 ---------- ----------- ASSETS Current assets Cash and cash equivalents $ 1,770 $ 7,611 Accounts receivable, net 29,808 27,621 Inventories Raw materials and supplies 9,728 9,894 Work in process and finished goods 34,659 32,368 Deferred taxes on income 3,312 3,312 Prepaid expenses 1,338 726 ---------- ----------- Total current assets 80,615 81,532 ----------- ----------- Property, plant and equipment, at cost 146,566 145,135 Accumulated depreciation (100,747) (99,475) ----------- ----------- 45,819 45,660 Goodwill, net 20,272 20,549 Other assets 6,565 6,338 ----------- ----------- Total assets $153,271 $154,079 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes payable $ 4,780 $ - Accounts payable 13,277 17,181 Other current liabilities 12,025 15,479 ----------- ----------- Total current liabilities 30,082 32,660 ----------- ----------- Noncurrent liabilities Long-term debt 30,000 30,000 Deferred taxes on income 91 92 Other noncurrent liabilities 7,751 7,860 ----------- ----------- Total noncurrent liabilities 37,842 37,952 ----------- ----------- Contingencies Shareholders' equity: Common stock (includes 7,980,068 common shares issued and 7,480,112 shares outstanding at March 30, 1997) 41,440 41,457 Retained earnings 54,880 53,475 Minimum pension liability (253) (253) Cumulative translation adjustment (77) (38) ----------- ----------- 95,990 94,641 Less treasury stock (479,602 shares, at cost) (10,643) (11,174) ----------- ----------- Total shareholders' equity 85,347 83,467 ----------- ----------- Total liabilities and shareholders' equity $153,271 $154,079 =========== =========== See accompanying notes to unaudited condensed consolidated financial statements.
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ALLTRISTA CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (thousands of dollars) Three month period ended March 30, March 31, 1997 1996 ----------- ---------- Cash flows from operating activities Net income $1,433 $3,357 Reconciliation of net income to net cash used in operating activities: Depreciation and amortization 2,523 2,885 Deferred employee benefits 202 232 Other (108) 54 Changes in working capital components (12,540) (9,403) ---------- ---------- Net cash used in operating activities (8,490) (2,875) ---------- ---------- Cash flows from financing activities Proceeds from revolving credit borrowings and notes payable 4,780 20,526 Proceeds from issuance of common stock 516 623 Acquisition of treasury stock - (1,227) ---------- ---------- Net cash provided by financing activities 5,296 19,922 ---------- ---------- Cash flows from investing activities Proceeds from sale of property, plant and equipment 36 15 Additions to property, plant and equipment, including product line acquisition (2,683) (17,931) ---------- ---------- Net cash used in investing activities (2,647) (17,916) ---------- ---------- Net increase (decrease) in cash (5,841) (869) Cash and cash equivalents, beginning of period 7,611 2,333 ---------- ---------- Cash and cash equivalents, end of period $1,770 $1,464 ========== ========== See accompanying notes to unaudited condensed consolidated financial statements.
Page 5 of 12 ALLTRISTA CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Presentation of Condensed Consolidated 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. 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 Standards No. 128, "Earnings Per Share", in the last quarter of 1997. Proforma basic earnings per share would have been $.19 per share for both income from continuing operations and net income in the period ended March 30, 1997. Basic earnings per share would have been $.40 per share for income from continuing operations and $.43 for net income in the period ended March 31, 1996. Page 6 of 12 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Continuing Operations The Company reported net sales of $45.6 million for the first quarter of 1997, a decrease of 10.7% from sales of $51.1 million for the same period of 1996. Operating earnings of $2.9 million for the quarter were half of the $5.8 million in the first quarter of 1996. Sales and earnings were lower in the food containers segment with both companies reporting decreases. Plastic Packaging Company had reduced sales due to changes in product mix and anticipated reduced customer orders. While operating efficiencies continue to be excellent at this operation, these decreases also negatively affected operating earnings. As is customary in the first quarter, Consumer Products Company operated at a deficit. Increased selling costs, goodwill amortization and marginally lower sales resulted in a slightly larger deficit versus 1996. Consolidation of the manufacturing operations for both the Ball brand and Kerr brand product lines was completed in late 1996. As a result, this division expects to achieve a benefit in lower manufacturing costs throughout 1997. Each of the industrial components segment operations reported decreased sales and operating earnings in the first quarter of 1997 compared to the same period in 1996. Zinc Products Company saw penny blank shipments decrease by nearly 50%, as anticipated, due to high coinage inventories in the Federal Reserve System. These reduced volumes are expected to continue at least through the second quarter of 1997. Although earnings were substantially lower than 1996, increased sales in the industrial products area and a 13% increase in the cost of zinc ingot, which is passed on to customers, resulted in only a slight decrease in reported sales. A decrease in x-ray sales resulted in an operating loss similar to the first quarter of 1996 at LumenX. The earnings impact of the sales shortfall was offset to some degree by cost reductions in several areas of this business. Resin price decreases and material composition changes accounted for much of the modest sales decrease in the Industrial Plastics Company. These price decreases are generally passed through to customers and thus, do not significantly impact operating earnings. Unimark Plastics Company had a 17% decrease in sales that reflects some customers' efforts to reduce their inventories and certain other customers temporarily moving production in-house. Operating earnings suffered due to the volume loss along with increased selling and marketing expenses at this division. Overall gross margin percentages have decreased from the same period in 1996, primarily as a result of the reduced penny blank shipments at Zinc Products and lower sales volumes at Unimark Plastics and Plastic Packaging. Increased margins at Consumer Products reflect the impact of consolidating the closure manufacturing operation in Jackson, Tennessee into the Muncie facility and lower raw material costs. Selling, general and administrative expenses increased as a percentage of sales during the first quarter of 1997. This results from reduced sales relative to certain fixed administrative costs, primarily at the corporate office. Selling, general and administrative expenses fluctuated in the quarter ended March 31, 1996 in relative proportion to the change in sales volume. Interest expense, net for the first quarter of 1997 was $609,000, compared to $746,000 for the same period in 1996. The decrease in interest expense from 1996 is the result of reduced daily average borrowings coupled with interest earned on short-term investments in the first quarter of 1997. Year-to-date borrowings under the Company's lines of credit were at a weighted average interest rate of 5.9% compared to 4.5% a year ago. The effective income tax rate decreased from 39.6% ti 37.6% in the first quarter of 1997 versus 1996 due to the formation of new legal entities which required the Company to change the way it files its state income taxes. Financial Condition, Liquidity and Capital Resources Working capital as of March 30, 1997 increased $1.6 million to $50.5 million from the 1996 year end level. The increase in accounts receivable and inventories is reflective of customary seasonal activity, particularly in the consumer products business. Short-term borrowings increased approximately $5 million to fund the seasonal working capital needs and benefit payments made in the first quarter. Page 7 of 12 Effective April 26, 1996, the Company sold its Metal Services Company plants, real estate, equipment and coatings and inks inventory to U.S. Can Corporation for approximately $14.9 million. Accordingly, results for the Metal Services business have been reflected as a discontinued operation in the statement of income. The corporate general and administrative cost allocation made to the discontinued operation of the Metal Services Company during the first quarter of 1996 was not included in the computation of earnings from discontinued operations and was not allocated to the remaining segments. The Company has $30 million of long-term debt with maturity dates beginning in 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 $.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 end or year end. The Company also has available $95 million in committed and uncommitted credit lines of which $4.8 million in borrowings was outstanding as of March 30, 1997. After reducing outstanding debt by the cash balance, the debt-to-total capitalization ratio was 27.9% at the end of the first quarter of 1997. This is higher than the 21.2% at December 31, 1996, as a result of normal seasonal borrowings. As of March 30, 1997, borrowings on the Company's long-term debt and uncommitted credit lines were at a weighted average interest rate of 7.0%. Capital expenditures of $2.7 million in the first quarter ended March 30, 1997 are in line with the 1997 plan. Capital expenditures of $17.9 million in the previous year's first quarter include the $14.5 million acquisition of the Kerr home food preservation product line. On March 27, 1997 the Company entered into a letter of intent to acquire Viking Industries, an Arkansas-based producer of large thermoformed plastic products sold to manufactured housing and recreational vehicle industries. The transaction will be financed through available credit lines and is expected to be completed in the second quarter of 1997. The transaction is not expected to have a significant impact on the Company's consolidated results of operations. 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. Page 8 of 12 PART II. OTHER INFORMATION Item 1. Legal proceedings There were no events required to be reported under Item 1 for the quarter ending March 30, 1997. Item 2. Changes in securities There were no events required to be reported under Item 2 for the quarter ending March 30, 1997. Item 3. Defaults upon senior securities There were no events required to be reported under Item 3 for the quarter ending March 30, 1997. Item 4. Submission of matters to a vote of security holders There were no events required to be reported under Item 4 for the quarter ending March 30, 1997. Item 5. Other information There were no events required to be reported under Item 5 for the quarter ending March 30, 1997. 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 on Form 8-K There were no events required to be reported under Form 8-K for the quarter ending March 30, 1997. Page 9 of 12 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: May 9, 1997 By: /s/ Kevin D. Bower ------------- ------------------ Kevin D. Bower Senior Vice President and Chief Financial Officer Page 10 of 12 ALLTRISTA CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q March 30, 1997 EXHIBIT INDEX Exhibit Description Page - ------- --------------------------------- --------------- 11.1 Computation of earnings per share. 11 27 Financial Data Schedule [EDGAR filing only] Page 11 of 12 EX-11 2 EPS SCHEDULE
Exhibit 11.1 ALLTRISTA CORPORATION STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE (Thousands of dollars except share data) Three month period ended March 30, March 31, 1997 1996 ---------- ----------- Primary Earnings Per Share Income from continuing operations $ 1,433 $ 3,090 Discontinued operation - 267 ---------- ----------- Net income $ 1,433 $ 3,357 ========== =========== Weighted average number of common shares outstanding (000s) 7,471 7,868 Additional shares assuming conversion of stock options 143 173 ---------- ----------- Weighted average number of common and equivalent shares 7,614 8,041 ========== =========== Primary earnings per common share: Continuing operations $ .19 $ .38 Discontinued operation - .04 ---------- ----------- Net income $ .19 $ .42 ========== =========== Fully Diluted Earnings Per Share Income from continuing operations $ 1,433 $ 3,090 Discontinued operation - 267 ---------- ----------- Net income $ 1,433 $ 3,357 ========== =========== Weighted average number of common shares outstanding (000s) 7,471 7,868 Additional shares assuming conversion of stock options 143 225 ---------- ----------- Weighted average number of common and equivalent shares 7,614 8,094 ========== =========== Fully diluted earnings per common share: Continuing operations $ .19 $ .38 Discontinued operation - .03 ---------- ----------- Net income $ .19 $ .41 ========== ===========
Page 12 of 12 EX-27 3 FDS 5
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000895655 ALLTRISTA CORPORATION 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-30-1997 1,770 0 29,808 0 44,387 80,615 146,566 100,746 153,271 30,082 30,000 0 0 41,440 43,907 153,271 45,642 45,642 34,798 34,798 0 0 609 2,297 864 1,433 0 0 0 1,433 0.19 0.19
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