FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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: 0-20704
ACX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
16000 Table Mountain Parkway, Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
(303) 271-7000
(Registrant's telephone number, including area code)
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 [ ]
There were 28,541,897 shares of common stock outstanding as of
May 1, 1998.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ACX TECHNOLOGIES, INC.
CONSOLIDATED INCOME STATEMENT
(In thousands)
Three months ended
March 31,
1998 1997
-------- --------
Net sales $236,733 $173,458
Costs and expenses:
Cost of goods sold 188,065 131,860
Selling, general and administrative 25,919 22,779
Research and development 1,951 3,917
Asset impairment and restructuring 7,238 2,280
-------- --------
Total operating expenses 223,173 160,836
-------- --------
Operating income 13,560 12,622
Other income (expense) - net (147) 26
Interest expense - net (4,374) (1,155)
-------- --------
Income from continuing operations
before income taxes 9,039 11,493
Income tax expense 3,600 4,700
-------- --------
Income from continuing operations 5,439 6,793
Discontinued operations
Income/(loss) from discontinued
operations of Britton Group Plastics --- ---
-------- --------
Net income $ 5,439 $ 6,793
======== ========
Total comprehensive income (See Note 4) $ 5,764 $ 5,478
======== ========
Net income per basic share of
common stock:
Continuing operations $ 0.19 $ 0.24
Discontinued operations --- ---
-------- --------
Net income per basic share $ 0.19 $ 0.24
======== ========
Weighted average shares
outstanding - Basic 28,425 27,964
======== ========
Net income per diluted share of
common stock:
Continuing operations $ 0.19 $ 0.24
Discontinued operations --- ---
-------- --------
Net income per diluted share $ 0.19 $ 0.24
======== ========
Weighted average shares
outstanding - Diluted 29,134 28,599
======== ========
See Notes to Consolidated Financial Statements
ACX TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(In thousands)
March 31, December 31,
1998 1997
---------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 27,169 $ 49,355
Accounts receivable 102,683 81,359
Inventories:
Finished 63,829 48,607
In process 41,546 34,754
Raw materials 47,807 30,431
---------- ----------
Total inventories 153,182 113,792
Deferred tax asset 11,338 10,946
Other assets 10,566 14,188
Net current assets of
discontinued operations 36,154 372
---------- ----------
Total current assets 341,092 270,012
---------- ----------
Properties at cost less
accumulated depreciation of
$333,268 in 1998 and $243,946
in 1997 374,271 249,624
Notes receivable 57,353 56,549
Goodwill, net 221,110 56,883
Other assets 28,286 68,128
Net noncurrent assets of
discontinued operations 89,895 ---
---------- ----------
Total assets $1,112,007 $ 701,196
========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Short-term debt $ 290,450 $ ---
Other current liabilities 141,225 111,461
---------- ----------
Total current liabilities 431,675 111,461
Long-term debt 183,000 100,000
Accrued postretirement benefits 27,155 27,453
Other long-term liabilities 18,589 18,838
---------- ----------
Total liabilities 660,419 257,752
Minority interest 13,392 12,913
Shareholders' equity
Preferred stock, non-voting,
$0.01 par value, 20,000,000
shares authorized and no shares
issued or outstanding --- ---
Common stock, $0.01 par value
100,000,000 shares authorized
and 28,529,000 and 28,373,000
issued and outstanding at March
31, 1998, and December 31, 1997 285 284
Paid-in capital 453,192 451,336
Retained earnings (14,116) (19,555)
Cumulative translation
adjustment and other (1,165) (1,534)
--------- ----------
Total shareholders' equity 438,196 430,531
--------- ----------
Total liabilities and
shareholders' equity $1,112,007 $ 701,196
========== ==========
See Notes to Consolidated Financial Statements
ACX TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Three months ended
March 31,
1998 1997
--------------------
Cash flows from operating
activities:
Net income $ 5,439 $ 6,793
Adjustments to reconcile net
income to net cash provided
by operating activities:
Asset impairment and
restructuring 7,238 2,280
Depreciation and
amortization 13,772 10,482
Change in deferred income
taxes 659 16,137
Change in accrued
postretirement benefits (298) 649
Change in current assets
and current liabilities (17,308) (22,494)
Change in deferred items
and other (727) 1,205
------- -------
Net cash provided by
operating activities 8,775 15,052
------- -------
Cash flows used in investing
activities:
Acquisitions, net of cash
acquired (295,158) ---
Capital expenditures and other (18,493) (5,285)
-------- -------
Net cash used in investing
activities (313,651) (5,285)
-------- -------
Cash flows provided by financing
activities: 282,690 732
-------- -------
Cash and cash equivalents:
Net increase (decrease) in
cash and cash equivalents (22,186) 10,499
Balance at beginning of period 49,355 15,671
-------- -------
Balance at end of period $ 27,169 $26,170
======== =======
See Notes to Consolidated Financial Statements
ACX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Acquisition
On January 14, 1998, ACX Technologies, Inc. (the "Company")
acquired Britton Group plc (Britton) pursuant to a cash tender
offer for $420 million. Britton is an international packaging
group operating through two principal divisions: folding cartons
and plastics. The folding cartons division, Universal Packaging
Corporation (Universal Packaging), is a non-integrated
manufacturer of folding cartons in the United States, with
capabilities in design, printing and manufacturing of multicolor
folding cartons. The plastics division of Britton (Plastics
Division) operates in the United Kingdom and includes the
extrusion, conversion and printing of polyethylene into films and
bags for industrial customers. The acquisition has been
accounted for under the purchase method. Accordingly, the
estimated excess of purchase price over the fair value of net
assets acquired of approximately $160 million is being amortized
using the straight-line method over 30 years. The Company has
allocated approximately $295 million of the purchase price to
Universal Packaging and approximately $125 million to the
Plastics Division. Certain balance sheet adjustments or
resolutions of issues between the parties will also affect the
ultimate price of the acquisition and the allocation of the
purchase price. The results of Universal Packaging are reflected
in the accounts of the Company beginning January 14, 1998. The
Plastics Division has been held for sale since the acquisition,
and is classified as a discontinued operation in the accompanying
consolidated financial statements.
The following pro forma information has been prepared assuming
that this acquisition had occurred on January 1, 1997. In
accordance with the rules regarding the preparation of pro forma
financial statements, the historical results of Britton used to
derive the accompanying pro forma information do not include the
operations of the Plastics Division, which has been accounted for
as a discontinued operation. The pro forma information includes
adjustments for (1) amortization of goodwill related to
continuing operations recorded pursuant to purchase accounting,
(2) increased interest expense related to continuing operations
due to new borrowings at applicable rates for the purchase, (3)
decrease in interest income related to the assumed use of cash
for the purchase of Britton, and (4) the net tax effect of pro
forma adjustments at the statutory rate. The pro forma financial
information is presented for informational purposes only and may
not be indicative of the results of operations as they would have
been had the transaction been effected on the assumed date nor is
it necessarily indicative of the results of operations which may
occur in the future.
Three Months Ended
(In thousands, except per share data) March 31, 1997
--------------
Net Sales $193,973
Income from continuing operations $4,651
Net income per basic share of common stock $0.17
Net income per diluted share of common stock $0.16
Note 2. Discontinued Operations
Britton Group Plastics Division
On April 20, 1998, the Company sold the Plastics Division to CVC
Capital Partners Ltd., a European private equity provider. The
sale price was approximately pounds 82.0 million, or $135.0
million, including pounds 80 million in cash and a pounds 2 million,
5.25% note receivable due in 2007 or upon change in control. The
sale price, less transaction costs, will be used to pay down
debt incurred by the Company for the Britton acquisition.
Since the January 14, 1998 acquisition of Britton, the Company
has accounted for the Plastics Division as a discontinued
operation held for sale. Therefore, the disposition of the
Plastics Division will not have an impact on the Company's
results of operations. The Plastics Division reported net sales
for the first quarter of $32.8 million, with break even operating
results. The Company allocated $1 million of interest expense to
the Plastics Division.
Golden Aluminum Company
In 1996, the Board of Directors adopted a plan to dispose of the
Company's aluminum rigid container sheet business operated by
Golden Aluminum Company. In March of 1997, the sale of Golden
Aluminum was completed for $70 million, of which $10 million was
paid at closing and $60 million is due on or before March 1,
1999. In accordance with the purchase agreement, the purchaser
has the right to return the property, plant and equipment to the
Company prior to March 1, 1999 in discharge of the $60 million
obligation. The initial payment of $10 million is non-
refundable.
Net sales for Golden Aluminum for the first quarter ended March
31, 1997 were $38.5 million. There was no income or loss from
the operations of Golden Aluminum in the 1997 first quarter. The
remaining assets and liabilities of Golden Aluminum Company at
December 31, 1997 have been separately identified as net current
assets of discontinued operations, which consist primarily of
accounts receivable, partially offset by accounts payable. There
are no net assets of Golden Aluminum included in the March 31,
1998 balance sheet. The consolidated statement of cash flows has
not been restated for the discontinued operation and, therefore,
includes sources and uses of cash for Golden Aluminum's
operations.
Note 3. Asset Impairment and Restructuring Charges
1998 Asset Impairment Charges
During the first quarter of 1998, the Company recorded $7.2
million in asset impairment charges at Coors Ceramics and the
Solar Electric business unit.
Coors Ceramics recorded a $6.2 million charge related to the
cancellation of its C-4 technology agreement with IBM. Changes
in the market for C-4 applications extended the time frame for
achieving commercial sales beyond original expectations. This
lack of near term commercial sales opportunities, combined with
increasing overhead costs, prompted the Company to negotiate
termination of the agreement. Consequently, the Company wrote
off the long-lived assets associated with this project.
The Solar Electric segment recorded a $1.0 million asset
impairment charge to write down its investment in Solartec, S.A.,
a solar electric systems distributor located in Argentina. Since
acquiring Solartec in November 1996, operating cash flows have
been below original expectations. As a result, the Company
recorded this impairment to reduce the carrying value of its
investment in Solartec to an amount that can be realized through
estimated future operating cash flows.
1997 Restructuring Charges
The Company recorded a total of $5.3 million in restructuring
charges in 1997, including $2.3 million in the first quarter of
1997. The following table summarizes accruals related to the
restructuring charges for 1997:
Biodegradable Corn Graphic
Polymer Syrup Packaging
(In thousands) Exit Plan Exit Plan Headquarters Total
----------- --------- ------------ ------
Balance,
December 31, 1997 $438 $882 $1,660 $2,980
Cash paid (314) (197) (1,078) (1,589)
----------- --------- ------------ ------
Balance,
March 31, 1998 $124 $685 $582 $1,391
=========== ========= ============ ======
Note 4. Comprehensive Income
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," was issued in June 1997 and
adopted by the Company in the first quarter of 1998. This
statement establishes standards for the reporting and display of
comprehensive income in financial statements. Comprehensive
income is generally defined as the change in equity of a business
enterprise during the period from transactions and other events
and circumstances from nonowner sources. The Company's total
comprehensive income consists of net income reported in the
consolidated income statement and certain foreign currency
translation adjustments.
Note 5. Adoption of New Accounting Standards
SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" was issued in February 1998. This
statement revises the disclosure requirement for pensions and
other postretirement benefits. This statement is effective for
the Company's financial statements for the year ended December
31, 1998 and the adoption of this standard is not expected to
have a material effect on the Company's financial statements.
SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," was issued in June 1997. This statement
establishes standards for the way public business enterprises
report information about operating segments. It also establishes
standards for related disclosure about products and services,
geographical areas and major customers. This statement is
effective for the Company's financial statements for the year
ended December 31, 1998 and the adoption of this standard is not
expected to have a material effect on the Company's financial
statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General Business Overview
The operations of ACX Technologies, Inc. (the Company) consist of
two primary business segments, Graphic Packaging Corporation
(Graphic Packaging) and Coors Ceramics Company (Coors Ceramics).
Graphic Packaging produces high-value consumer and industrial
flexible packaging and folding cartons while Coors Ceramics
manufactures advanced technical ceramic and other engineered
materials. In addition to its primary business units, the
Company owns a majority interest in a group of solar electric
distribution companies, including Photocomm, Inc. Prior to 1998,
the Company operated several technology-based developmental
business through Golden Technologies Company, Inc. The Company
is in the process of winding down these developmental businesses.
On January 14, 1998, the Company acquired Britton Group plc
(Britton), an international packaging company operating through
two principal divisions: folding cartons and plastics. The
folding cartons division, Universal Packaging Corporation
(Universal Packaging) is a non-integrated manufacturer of folding
cartons in the United States. The Plastics Division, which
operates in the United Kingdom, was sold on April 20, 1998 for
pounds 82 million ($135 million).
Results from Continuing Operations
Consolidated net sales for the three months ended March 31, 1998
increased $63.3 million, or 36.5% compared to the same period in
1997. This increase is attributable to the addition of Universal
Packaging and stronger Ceramics sales to the semiconductor
processing and petrochemical industries.
Consolidated gross margin (gross profit as a percent of net
sales) was 20.6% for first quarter 1998. This represents a
decrease from the 24.0% gross margin reported for the first
quarter of 1997. The lower 1998 first quarter consolidated gross
margin resulted from margin declines at both Coors Ceramics and
Graphic Packaging, primarily due to increased price competition
and lower comparative margins at Universal Packaging, which was
acquired in January 1998.
For the first quarter of 1998, consolidated operating income
increased $938,000, or 7.4%, to $13.6 million. This improvement
resulted from the January acquisition of Universal Packaging and
operating income growth at Coors Ceramics, partially offset by
$7.2 million in asset impairment charges. Coors Ceramics
recorded a $6.2 million asset impairment charge related to the
termination of its C-4 technology agreement with IBM. The Solar
Electric unit recorded a $1.0 million asset impairment charge to
write down its investment in its Argentinean subsidiary,
Solartec.
Net interest expense increased to $4.4 million in the first
quarter of 1998, compared to $1.2 million for the first quarter
of 1997. The Company incurred additional interest expense in
1998 related to borrowings used to finance the Britton
acquisition and interest charges on debt assumed in the
acquisition.
The consolidated effective tax rate for the first quarter of 1998
was 40%, compared with 41% for the first quarter of 1997. The
difference between the 1998 and 1997 first quarters relates to
the Company's larger earnings base in 1998. The primary
difference between the 1998 first quarter effective tax rate and
the statutory rate relates to state and foreign taxes, as well as
the impact of charges that are not deductible for tax purposes
such as the amortization of goodwill.
Liquidity and Capital Resources
The Company's liquidity is generated from both internal and
external sources and is used to fund short-term working capital
needs, capital expenditures and acquisitions. The Company has
access to an unsecured $417 million revolving credit facility
that expires in on January 8, 1999. During the first quarter of
1998, the Company also established a 364 day $75 million line of
credit.
During the first quarter of 1998, the Company borrowed
approximately $276 million under its credit facilities to finance
the Britton acquisition. In conjunction with that transaction,
the Company also assumed an additional $92.5 million in debt. On
April 20, 1998, the Company completed the sale of Britton's
Plastics Division for approximately $135 million. The proceeds
of this sale, less transaction costs, will be used to pay down
debt. The Company is in the process of reviewing its debt
structure and believes it has adequate sources of funds to
refinance its short-term debt under reasonable terms and interest
rates prior to the expiration of its credit facilities.
Net cash generated from operations for the first quarter of 1998
was $8.8 million compared to $15.1 million generated in the first
quarter of 1997. The first quarter of 1997 included the partial
liquidation of the working capital of Golden Aluminum Company.
The Company used $313.7 million in investing activities in the
first quarter of 1998 for the Britton acquisition and capital
expenditures of approximately $19 million. This compares to $5.3
million in investing activities in the first quarter of 1997.
The 1997 spending consisted of capital expenditures, partially
offset by $10 million of proceeds from the sale of Golden
Aluminum Company.
Year 2000
Management has initiated an enterprise-wide program to prepare
the Company's computer and manufacturing systems and applications
for the year 2000. The Company expects to incur internal staff
costs as well as consulting and other expenses related to the
year 2000 project. At this point, the Company is not able to
determine the estimated cost for its year 2000 project and, if
unresolved, whether the year 2000 issue will have a material
impact on the operations of the Company.
Segment Information
Net sales and operating income for the first quarter 1998 and
1997 are summarized by segment below:
FIRST QUARTER SEGMENT INFORMATION
(In thousands)
Operating
Net Sales Income(Loss)
------------------ -----------------
1998 1997 1998 1997
-------- -------- ------- -------
Coors Ceramics $ 80,945 $ 71,416 $ 5,577 $11,448
Graphic Packaging 139,536 85,837 13,353 7,948
Solar Electric 12,017 7,839 (2,654) (1,327)
Other 4,235 8,366 (2,716) (5,447)
-------- -------- ------- -------
$236,733 $173,458 $13,560 $12,622
======== ======== ======= =======
COORS CERAMICS
Coors Ceramics' first quarter 1998 net sales totaled $80.9
million, an increase of $9.5 million or 13.3% compared to first
quarter 1998 net sales of $71.4 million. Increased sales volumes
to the semiconductor processing and petrochemical industries,
along with the August 1997 acquisition of Tetrafluor, a component
fluoropolymer manufacturer, accounted for the sales increase.
Coors Ceramics reported operating income of $5.6 million for the
first quarter of 1997, including a $6.2 million asset impairment
charge related to the termination of the Company's C-4 technology
agreement with IBM. The lack of near-term commercial sales
opportunities for this technology, combined with increased
overhead costs, prompted the Company to negotiate termination of
the agreement and write-off the long-lived assets related to this
project. Excluding the impact of this charge, operating income
improved $367,000, or 3.2% over first quarter 1997 operating
income of $11.4 million. Operating margins, excluding the asset
impairment charge, were 14.6% compared to 16.0% in the first
quarter of 1997. The decrease in operating margins is
attributable to currency-influenced price competition and product
mix. The Company expects continued pricing pressures in certain
product lines, along with potential softness in the semiconductor
industry, to impact Coors Ceramics throughout 1998. Coors
Ceramics continues to focus on growth through new product
development, expanding market share in its current product lines
and the addition of new materials to its product mix.
GRAPHIC PACKAGING
Graphic Packaging reported net sales for the first quarter of
1998 of $139.5 million, an increase of $53.7 million, or 62.6%
over 1997 first quarter net sales. This increase is attributable
to the January acquisition of Universal Packaging. Graphic
Packaging's 1998 first quarter base business net sales remained
constant compared with the same period in 1997. Increased sales
to the snack food and beverage markets were offset by declines in
the pet food and tobacco industries. Certain sales to the
tobacco industry were lost to offshore suppliers.
Operating income increased $5.4 million, or 68.0% over 1997 first
quarter operating income. This increase was primarily
attributable to the addition of Universal Packaging and an
increase in base business operating income of more than 6%.
Operating margins improved to 9.6% for the first quarter of 1998
compared with 9.3% in the first quarter of 1997. The improvement
in margins reflects synergies achieved between Graphic Packaging
and Universal Packaging and cost savings realized by Graphic
Packaging's corporate headquarters relocation to Colorado from
Pennsylvania in the fourth quarter of 1997. Management continues
to work to develop synergies between Graphic Packaging and
Universal Packaging in the areas of sales, purchasing, and
administration and expects to realize additional financial
advantages in the future.
SOLAR ELECTRIC
The Company's Solar Electric business segment includes its
majority interest in Photocomm, Inc., (now doing business as
Golden Genesis) and investments in solar electric distributors in
Argentina and Brazil. Solar Electric's net sales for the first
quarter totaled $12.0 million, an increase of 53.3% compared to
the first quarter of 1997. The completion of large
telecommunications and petrochemical power projects in the Middle
East and Africa, along with Golden Genesis' January acquisition
of Utility Power Group, contributed to this increase.
Operating losses for the 1998 first quarter totaled $2.7 million
compared with an operating loss of $1.3 million for the first
quarter of 1997. The 1998 quarter includes a $1.0 million asset
impairment charge related to the Company's investment in
Solartec, S.A., a solar electric distributor in Argentina. Since
acquiring Solartec in November 1996, operating cash flows have
been below original expectations. As a result, the Company
recorded an impairment to reduce the carrying value of its
investment in Solartec to an amount that can be realized through
estimated future operating cash flows. Operating income for the
first quarter of 1998 also includes a $1.1 million write down of
inventories and accounts receivable associated with the Company's
battery charging operations in Brazil. Excluding these charges,
operating losses totaled $554,000, an improvement from the 1997
first quarter operating loss. This improvement reflects, among
other things, cost savings associated with Golden Genesis'
efforts to consolidate its manufacturing, marketing, and
administrative functions.
OTHER
The Company's remaining developmental business operated by Golden
Technologies, along with the Company's corporate costs, comprise
the Other line item in the segment table. Net sales for the 1998
first quarter decreased $4.1 million, or 49.4%, from the same
quarter in 1997. This decrease reflects the Company's decision
to wind down the developmental businesses. The operating loss
for the first quarter of 1998 was $2.7 million compared to 1997
first quarter operating loss of $5.4 million. The developmental
businesses contributed $311,000 to the 1998 first quarter net
loss, while corporate costs totaled $2.4 million. This compares
to the 1997 first quarter operating loss of $3.4 million for the
developmental businesses, with $2.0 million in corporate costs.
The decreased losses associated with the developmental businesses
reflect the Company's strategy to exit these businesses. The
1997 first quarter operating loss also includes $2.3 million in
restructuring charges related to the Company's decision to exit
the high-fructose corn syrup business.
Forward-Looking Statements
Some of the statements in this Form 10-Q Quarterly Report, as
well as statements by the Company in periodic press releases,
oral statements made by the Company's officials to analysts and
shareholders in the course of presentations about the Company and
conference calls following quarterly earnings releases,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words or
phrases denoting the anticipated results of future events such as
"anticipate," "believe," "estimate," "will likely," "are expected
to," "will continue," "project," and similar expressions that
denote uncertainty are intended to identify such forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include, among other things, (i)
general economic and business conditions; (ii) changes in
industries in which the Company does business, such as beverage,
food, telecommunications, automotive, semiconductor and tobacco;
(iii) the loss of major customers; (iv) the loss of market share
and increased competition in certain markets; (v) industry shifts
to alternative materials, such as replacement of ceramics by
plastics or metals and competitors offering products with
characteristics similar to the Company's products; (vi) changes
in consumer buying habits; (vii) governmental regulation
including environmental laws; (viii) the ability of the Company
to successfully identify and maximize efficiencies between
Graphic Packaging and Universal Packaging and successfully merge
two corporate cultures; (ix) the ability of the Company to
successfully execute its developmental business exit strategies;
and (x) other factors over which the Company has little or no
control.
These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K
for the year ended December 31, 1997. The accompanying financial
statements have not been examined by independent accountants in
accordance with generally accepted auditing standards, but in the
opinion of management of ACX Technologies, such financial
statements include all adjustments necessary to summarize fairly
the Company's financial position and results of operations.
Except for certain reclassifications made to consistently report
the information contained in the financial statements, all
adjustments made to the interim financial statements presented
are of a normal recurring nature. The results of operations for
the first quarter ended March 31, 1998, may not be indicative of
results that may be expected for the year ending December 31,
1998. Certain 1997 information has been reclassified to conform
to the 1998 presentation.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number Document Description
2.1 Recommended Cash Offers by Baring Brothers
International Limited on behalf of ACX (UK)
Limited, a wholly owned subsidiary of ACX
Technologies, Inc. for Britton Group plc.
(Incorporated by reference to Exhibit 2 to Form
8-K filed on January 29, 1998)
3.1 Articles of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1 to
Form 10 filed on October 6, 1992, file
No. 0-20704)
3.1A Articles of Amendment to Articles of
Incorporation of Registrant. (Incorporated by
reference to Exhibit 3.1A to Form 8 filed on
December 3, 1992, file No. 0-20704)
3.2 Bylaws of Registrant, as amended.
(Incorporated by reference to Exhibit 3.2 to
Form 10-Q filed on November 7, 1996, file
No. 0-20704)
4 Form of Stock Certificate of Common Stock.
(Incorporated by reference to Exhibit 4 to Form
10-K filed on March 7, 1996, file No. 0-20704)
(b) Reports on Form 8-K
A report on Form 8-K was filed on January 29, 1998
announcing that the Company had acquired control of
Britton on January 14, 1998.
A report on Form 8-KA was filed on March 27, 1998
including financial statements and pro forma
information regarding the Britton acquisition.
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: May 11, 1998 By /s/Jed J. Burnham
------------------------------
Jed J. Burnham
(Chief Financial Officer
and Treasurer)
Date: May 11, 1998 By /s/Beth A. Parish
------------------------------
Beth A. Parish
(Controller and Principal
Accounting Officer)