-----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, FDB9BXdaacrmHrEVU2zfhcXFBOcHQpxCuKBC1H7YPZYwScm7KIYZ9TE5/9QRusTb 8FTUxINbiyagvXrs3Kc4TA== 0000895655-97-000015.txt : 19971114 0000895655-97-000015.hdr.sgml : 19971114 ACCESSION NUMBER: 0000895655-97-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970928 FILED AS OF DATE: 19971112 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: SEC FILE NUMBER: 000-21052 FILM NUMBER: 97714711 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 THIRD QUARTER 10-Q 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 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 PART I. FINANCIAL INFORMATION Item 1. Financial Statements
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 -------------- ------------ ----------- ------------ 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.
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ALLTRISTA CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED BALANCE SHEETS (thousands of dollars) September 28, December 31, 1997 1996 --------------- ------------------ 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.
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ALLTRISTA CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (thousands of dollars) Nine month period ended September 28, September 29, 1997 1996 ------------- ------------ 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.
Page 5 of 14 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:
Three month period ended Nine month period ended September 28, September 29, September 29, September 28, 1997 1996 1997 1996 ----------------- ---------------- ---------------- --------------- 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
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 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 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 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 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 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 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 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 EX-11 2 EPS SCHEDULE
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 ---------- ---------- -------- ------- 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 =========== ========= ========= ==========
Page 14 of 14 EX-27 3 FDS --
5 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 1000 12-MOS DEC-31-1997 SEP-28-1997 23072 0 32186 0 28749 89290 149209 103906 168765 36094 30000 0 0 40574 53938 168765 204224 204224 144394 182011 0 0 1927 20286 7102 13184 0 0 0 13184 1.75 1.74
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