SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1998
Commission File Number 0-18094
PACKAGING PLUS SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 11-2781803
- ------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer Ident Number)
incorporation or organization)
20 SOUTH TERMINAL DRIVE, PLAINVIEW, NEW YORK 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 349-1300.
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Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK
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(Title of Class)
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
--- ---
State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 1998:
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$2,104,338.48
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
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COMMON STOCK OUTSTANDING AT MARCH 31, 1998:
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CLASS "A" 35,784,429
CLASS "B" 1,280,000
PACKAGING PLUS SERVICES, INC.
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INDEX
PAGE
NUMBER
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 1998 1
Combined Statement of Operations - Three and nine
months ended March 31, 1998 2
Combined Statement of Cash Flows -- Three and 3
and nine months ended March 31, 1998.
Notes to Combined Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5-9
PART II - OTHER INFORMATION 10
SIGNATURE 10
-1-
PACKAGING PLUS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS AT MARCH 31, 1998
AT 3/31/98 AT 12/31/97 CHANGE IN
YEAR TO DATE YEAR TO DATE PERIOD AT 3/31/1997
ASSETS NINE MONTHS SIX MONTHS 3/31/98 YEAR AGO
- ------ -------------------------------------------------------------
CURRENT ASSET
Cash (50,213) 96,102 $ (146,315) $ 29,649
Restricted Cash 102,000 102,000 0 292,704
Accounts receivable, net of allowance
for doubtful accounts of $190,000
& $67,500 resp 438,432 334,483 103,949
Inventory 94,836 94,836 0 22,700
Loans & Notes receivable, net of
allowance of $161,000 70,443 67,743 2,700 59,743
Loans to Officers 420,581 310,653 109,928
Other, primarily prepaid expenses 767,840 366,484 401,356 1,267,072
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TOTAL CURRENT ASSETS 1,843,919 1,372,301 471,618 1,671,868
FURNITURE, EQUIPMENT AND LEASEHOLD
IMPROVEMENTS, net 343,515 372,914 (29,399) 315,337
REORGANIZATION VALUE, net of amortization 460,584 494,513 (33,929) 596,298
GOODWILL, Net 1,075,035 1,098,011 (22,976) 688,333
Deferred Financing costs & Other 1,078,915 1,331,946 (253,031)
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TOTAL ASSETS $ 4,801,968 4,669,685 $ 132,283 $ 3,271,836
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses 1,087,995 854,357 233,638 516,489
Payroll taxes payable 60,501 47,289 13,212 10,403
Other 26,357 29,622 (3,265) 6,131
Loans/Notes Payable 596,241 423,349 172,892
Convertible Debentures 1,126,016 1,652,440 (526,424)
Current maturities of long-term liabilities 0 62,128 (62,128) 524,863
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TOTAL CURRENT LIABILITIES 2,897,110 3,069,185 (172,075) 1,057,886
LONG-TERM LIABILITIES 1,617,213 1,617,213 0 47,708
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TOTAL LIABILITIES $ 4,514,323 $ 4,686,398 $ (172,075) $ 1,105,594
STOCKHOLDERS' EQUITY
Common stock, Class "A", $0.06 par value;
authorized 47,000,000 shares; 35,784,429
issued and outstanding 2,191,444 578,716 1,612,728 270,358
Common stock, Class "B", $0.005 par value;
authorized 3,000,000 shares; 1,280,000
issued and outstanding 6,400 6,400 0 6,400
Additional paid-in capital 12,285,754 12,546,320 (260,566) 9,785,220
Deferred compensation related to stock
issued for services (1,207,841) (1,249,820) 41,979 (225,000)
Valuation allowance 0 0 (425,000)
Accumulated deficit (9,662,474) (9,662,475) 0 (7,245,736)
Current income (deficit) (3,325,638) (2,235,854) (1,089,784)
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TOTAL STOCKHOLDERS' EQUITY 287,645 (16,713) 304,357 2,166,242
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,801,968 4,669,685 $ 132,283 $ 3,271,836
=============================================================
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-2-
PACKAGING PLUS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997
THREE MONTHS ENDED NINE MONTHS ENDED
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1998 1997 1998 1997
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INCOME:
Merchandise and Service Income $ 560,909 $ 478,566 $ 1,982,677 $ 707,843
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COSTS AND EXPENSES:
Cost of goods and services $ 406,049 323,601 1,188,053 348,840
Selling, General and administrative $ 647,419 588,183 2,686,227 1,244,166
Depreciation and amortization $ 82,230 69,193 232,599 178,016
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$ 1,135,698 980,977 4,106,879 1,771,022
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OPERATING INCOME (LOSS) (574,789) (502,411) (2,124,202) (1,063,179)
INTEREST INCOME 0 0 1,218
INTEREST EXPENSE 128,481 4,534 222,940 16,094
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EXTRAORDINARY FINANCE EXPENSE 386,514 978,496
INCOME (LOSS) FROM CONTINUING OPERATIONS (703,270) (506,945) (2,347,142) (1,078,055)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS 0 0 0 342,938
EXTRAORDINARY LOSS FROM FINANCING (386,514) 0 (978,496) 0
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NET INCOME (LOSS) (1,089,784) (506,945) (3,325,638) (735,117)
=============================================================
PROFIT (LOSS) PER COMMON SHARE
Profit (Loss) from continuing operations (0.02) (0.10) (0.06) (0.30)
Profit (Loss) from discontinued operations 0.00 0.00 0.00 0.09
Profit (Loss) from financing activities (0.01) 0.00 (0.03) 0.00
Net Profit (Loss) Per Common Share (0.03) (0.10) (0.09) (0.20)
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Weighted average number of
shares used in calculation 37,784,429 5,028,433 37,784,429 3,643,348
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PACKAGING PLUS SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
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CASH FLOWS PROVIDED BY OPERATIONS 1998 1997
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Net Loss (1,089,784) (735,117)
Common stock issued as compensation 260,566 700,000
Common Stock issued in lieu of cash 41,979 709,000
Depreciation & amortization 82,230 178,016
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(705,009) 851,899
CHANGE IN ASSETS AND LIABILITIES:
(Increase)/Decrease in restricted cash 0 54,000
(Increase)/Decrease in accounts receivable (103,949) (31,662)
(Increase)/Decrease in inventory 0 0
(Increase)/Decrease in loan to officer (109,928) (96,000)
(Increase)/Decrease in notes receivable (2,700) 0
(Increase)/Decrease in deferred expenses
and other assets (91,420) (787,014)
(Increase)/Decrease in intangible assets 0 (688,333)
Increase/(Decrease) in accounts payable and
accrued expenses 233,638 1,934
Increase/(Decrease) in payroll taxes payable 13,212 (21,885)
Increase/(Decrease) in other liabilities 3,265 (35,824)
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Cash provided (used) by operations (762,891) (752,885)
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CASH USED IN INVESTING ACTIVITIES
Investment in holding company 0 0
Acquisition of furniture, equipment, and
leasehold improvements (29,399) (44,715)
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CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock from treasury 0 144,020
Proceeds from notes and loans payable 172,892 559,613
Proceeds from convertible debentures 526,424
Repayment of notes and other liabilities (53,341) (415,326)
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NET INCREASE (DECREASE) IN CASH (146,315) (509,293)
CASH - BEGINNING OF PERIOD 96,102 538,942
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CASH - END OF PERIOD (50,213) 29,649
===========================
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-4-
PACKAGING PLUS SERVICES, INC. AND SUBSIDIARIES
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NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) AS AT MARCH 31, 1998
1. BASIS OF PRESENTATION
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Reference is made to the Company's Consolidated financial statements as of
June 30, 1997 and for the fiscal year then ended, filed with the United
States Securities and Exchange Commission for a complete discussion of the
Company's significant accounting policies and other matters.
The accompanying unaudited consolidated interim financial statements reflect all
adjustments that, in the opinion of management are necessary for a fair
presentation of financial position as of March 31, 1998, and results of
operations for the nine months then ended.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The business of Packaging Plus has undergone a major transition since its
emergence from reorganization on May 14, 1994.
Management has developed new ancillary businesses to support its former core
business of franchising.
Management is now concentrating on raising new capital and focusing on new
ventures, including APAC, its multi-faceted association of packaging centers
nationwide connected through the World Wide Web.
Management views this year as a period of transition and anticipates growth
based upon its decision to concentrate on core business development through APAC
in particular.
PKGP's principal subsidiaries and divisions include:
- -- The Association of Packagers and Carriers, Inc.;
- -- Packaging Plus Services Logistics, Inc.;
- -- Images Design and Marketing
- -- UniqueNet, Inc.;
- -- Manhattan Concierge and
- -- Office Quick
-5-
During September 1997 PKGP acquired Office Quick, a postal and service center
including copying, access to computers, printing, the Internet and other related
communications. Office Quick President Nick Deleone, was formerly Mail Box
Etc.'s number one franchisee in sales for seven of ten years from 1984 to 1993,
and in 1988 received the "Individual Franchisee of the Year" award. Mr. Deleone
has become APAC's new President and CEO, and will assist APAC store owners to
increase their sales volume and APAC profitability.
In January 1997, the Company purchased the Entertainment division of U.S.
Transportation Systems, Inc. The division consisted mainly of: Downtown Theatre
Ticket Agency, Inc., or Advance Entertainment (now known as "Manhattan
Concierge"), which provide theater, sports and special events tickets and
concierge services. The Company intends to incorporate this division into its
expanding list of services to the members of APAC. These services are marketed
through toll-free phone numbers (1-888-NYSHOWS, 1-800-NYSHOWS AND
1-800-THE-SHOW).
These concierge agencies are nationally promoted sources for high visibility
venues such as the Olympics, U.S. Open, Super Bowl and the World Series. They
have been serving corporate and individual clients throughout the United States
for over fifty-three years. PKGP will incorporate this value-added service into
APAC's expanding menu of offerings to its members stores while attempting to
increase Manhattan Concierge's own business presence in the entertainment
industry. Its most recent two (2) year contract with MBNA credit card holders
supports that direction.
In 1994, the Company acquired an advertising agency, Images Design & Marketing
(Images). This agency is the in-house marketing and promotional department of
the Company while simultaneously serving third party clients. The service of
Images is primarily utilized to maximize the Packaging Plus and APAC names and
trademarks. Images is also expected to reduce advertising costs for APAC members
by eliminating the "agency commissions" paid to an advertising agency by
printers and other sources of media.
Last quarter, the Company announced the signing of an agreement to purchase
Valleries Transportation Services, Inc., a $28,000,000 regional transportation
company with 300 employees and in excess of $3,000,000 in assets, which was in
reorganization in Bankruptcy Court. This acquisition was contemplated by the
Company and proposed to close, subject to Court approval in March 1998. The
Court, in concert with various classes of creditors, chose to liquidate the
assets of Valleries rather than proceed with the Company's purchase.
-6-
THE ASSOCIATION OF PACKAGERS AND CARRIERS (APAC): Private postal and business
service centers form a highly fragmented cottage industry. This industry
generates over $5 billion in sales and consists of more than 15,000 independent
operators. PKGP believes there is a market opportunity for the development of an
association with the goal of unifying and organizing independent and franchised
postal stores nationwide. APAC members are connected to other members and APAC
Headquarters via the APAC Web Site (www.useapac.com) or by telephone at
"1-888-USE-APAC". The APAC Web Site is utilized not only by members but also by
the general public. Only one APAC store per Zip Code will be accepted, thus
creating competition and internal quality control standards.
APAC is an association formed to create a long overdue and needed profitable
partnership between packaging store owners and carriers, similar in theory to
FTD. APAC provides store owners with a variety of cost-effective services and
products to increase their profitability, WHILE THEY STILL MAINTAIN THEIR LOCAL
IDENTITIES OR FRANCHISE LOYALTIES. APAC will provide consumers nationwide with a
feeling of quality assurance when they frequent an APAC location.
SERVICES OFFERED TO APAC MEMBERS & STRATEGIC GOALS
--------------------------------------------------
APAC has been formed to create a value-added association among packaging and
shipping centers as well as the actual carriers of freight worldwide.
In return for a low monthly membership fee APAC offers a unique combination of
value-added services. A list of immediate and future benefits for association
members includes:
IMMEDIATE BENEFITS:
Savings on shipping prices through quantity discounts
Centralized billing to lower certain costs
Pre-paid discounts on shipping
Professional theme coordinated advertising programs
APAC Web Site linking all members with outside customers
E-mail customer leads
Scholarship Programs for members' children
Packaging education programs
Organized conventions
APAC health/ dental insurance
APAC shipping insurance
Computer software/ hardware, Sales and consulting
Shipping hot line and tracking for customers
Continual development of new profit centers
Quality control for member and customer benefits
Affordable legal representation
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National customer service satisfaction department
Political lobbying
Stock option plan
Vacation of the month program
Discounted air cargo/ next day worldwide rates
Discounted copier and/or fax, postal meter leasing programs
Discounted long distance rates
Discounted printing programs
Discounted van and equipment leasing program
Prepaid phone card
Centralized purchasing
Monthly Newsletter
Brand recognition of APAC Logo
APAC advisory council
Store (design/modernization) program
This value-added Association is expected to revitalize the private postal
industry and position itself for additional acquisitions within the
transportation industry that benefit its members' collective strength.
On January 28, 1998, the Company announced today that APAC had formed the APAC
Advisory Council (AC). This council consists of APAC members from 7 regions of
the United States as well as APAC president, Nick DeLeone. The goal of the AC is
to obtain a more specific regional view of the CMRA industry through the
cooperative efforts of the AC members.
On February 5, 1998, the Company announced that it has secured a strategic
partnership with ATCALL, Inc. and will become APAC's exclusive provider and
distributor of Prepaid Phone Cards. ATCALL's alliance with APAC establishes the
first exclusive service available to APAC members.
To promote increased awareness of the APAC brand among its members stores, the
APAC Prepaid Phone Card will prominently feature the APAC logo. Also, when APAC
member store consumers use the card they will hear a customized voice message
thanking them for shopping at an APAC member store and for using the card. APAC
member stores will make the phone cards available to consumers in three of the
most popular prepaid phone card denominations: $5, $10 and $20. The APAC Prepaid
Phone Card will be promoted to APAC members through APAC's bi-monthly newsletter
as well as at APAC industry conferences and events.
-8-
On March 17, 1998 the Company announced that APAC had formed a strategic
alliance with Kodak to make available the Kodak Image Magic Picture Maker to
APAC member stores nationwide.
IMAGES DESIGN AND MARKETING: In 1994, management acquired an advertising agency,
Images Design & Marketing. This agency is the in-house marketing and promotional
department of the Company while simultaneously serving third party clients.
Images occupies space in the same building that the Company leases. By utilizing
this arrangement, management expects to achieve substantial cost savings on its
promotional programs and marketing support of its other subsidiaries. Management
expects to reduce the cost of development of marketing and promotional programs
for the Service Centers, thereby inexpensively maximizing promotion of the
Packaging Plus and APAC names and trademarks.
Management expects to reduce advertising expenditures for APAC Members through
group buying discounts and eliminating the "agency commissions" paid to an ad
agency by printers and sources of media. Typically, printers of promotional
material and media outlets such as newspapers, magazines and radio escalate
costs more for infrequent users.
UNIQUENET: In 1996, the Company launched its venture called UniqueNet. UniqueNet
is an interactive, specialty gifts Web Site on the Internet's WorldWide Web
(UnaiqueNet.Com). The Web Site showcases the Company's line of distinctive and
"trendy" gifts. On-line visitors to the Web Site view, select and purchase
products through their personal computer using an on-line order form or regular
mail. The line of products is expanding rapidly as new products are introduced.
-9-
Packaging Plus Services, Inc. (PKGP), is an integrated business service
conglomerate. Its principal subsidiaries and divisions include the Association
of Packagers and Carriers, Inc., Manhattan Concierge, Office Quick, Packaging
Plus Services Logistics, Inc., Images Design and Marketing, and UniqueNet.
During this period, Images Design and Marketing continues to operate as an
"in-house" advertising arm for Packaging Plus Services, Inc., in preparing and
establishing advertising related to the Company's new ventures.
During the three months ended March 31, 1998, the Company's operations
generated total revenues of $560,909 from the above mentioned operations,
compared to $478,566 for the corresponding prior year period. Cost of revenues
were $406,049 and $323,601, respectively.
Accordingly, gross operating income for the three months ended was $154,860
compared to $154,965 for the corresponding period March 31, 1998.
Selling, general and administrative expenses were $647,419 for the three months
ended March 31, 1998, compared to approximately $588,183 for the corresponding
period March 31, 1997.
Similarly, for the nine month period ended March 31, 1998, total revenues was
approximately $1,982,677 compared to $707,843 for the prior year period. Cost of
revenues was $1,188,453 and $348,840 respectively, resulting in gross operating
income for the periods of $794,224 and $359,003, respectively.
Selling, general and administrative expenses was $2,686,227 for the nine months
ended March 31, 1998, compared to $1,244,166 for the corresponding March 31,
1997 period.
Generally, increases in revenue and expenses of 1998 over 1997 are the result of
new businesses development. Third quarter 1998 expenses also include in excess
of $386,514 of allocated costs directly related to convertible debt.
-10-
LIQUIDITY AND CAPITAL RESOURCES- FOR THE THIRD QUARTER 1998
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During the three months ended March 31, 1998, the Company used cash flow from
operations of $762,891 due in part to the net loss of $1,089,783 for the same
period. Investing activities used $29,399. Financing activities in the quarter
provided a net of $645,975 due primarily to the issuance of convertible debt.
The net result of the activity for the quarter was a decrease in cash of
$146,315.
Until APAC is fully operational, the Company will require additional cash in the
near future. Management is continuing efforts to raise cash by arranging lines
of credit and obtaining additional equity. Management continues to explore
methods to increase working capital through traditional credit facilities,
convertible subordinated debt and additional equity infusions.
PART II -- OTHER INFORMATION
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Item 1. LEGAL PROCEEDINGS
-----------------
The Company has commenced litigation against seventeen former franchisees for
non-payment of royalties over a number of years and for failure to file monthly
reports upon which royalties were based. It is anticipated that a portion of the
total amount claimed will be eventually recovered.
The Company is involved in a few small lawsuits with vendors and suppliers and
claims for fees of certain professionals. These claims are disputed by the
Company. The Company believes that the disposition of these matters will not
have a material adverse effect on the Company's financial position.
Item 2. CHANGES IN SECURITIES -- NONE
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Item 3. DEFAULTS ON SENIOR SECURITIES -- NONE
-----------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -- NONE
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Item 5. OTHER INFORMATION - SUBSEQUENT EVENTS
-------------------------------------
On April 21, 1998, the Company announced that the initial equipment necessary to
operate its subsidiary Customized Corrugated Corporation (CCC) is being acquired
and will be installed in the Company's warehouse in Plainview, NY. The costs of
the initial equipment is $348,000 and financing will be provided by RCC Finance
Group, Ltd.
-11-
On April 29, 1998, the Company announced that APAC named PAYCHEX, INC. as a
Preferred Vendor for APAC members. PAYCHEX is a national payroll processing and
payroll tax preparation company for small to medium-sized businesses. The
company will be offering special pricing to APAC members who utilize its
services.
On May 5, 1998 the Company announced that APAC selected NOVA INFORMATION
SYSTEMS, INC. (NYSE:NIS), as its recommended provider of credit card and debit
card processing for APAC members throughout the United States.
NOVA is the fifth largest payment processor in the U.S., with a volume in excess
of $24 billion annually generated by more than 170,000 merchants nationwide. The
company will process and settle point-of-sale (POS) transactions for
participating APAC member associates. Current credit card transaction volume for
APAC members is in excess of $250 million per year.
APAC members will also receive such services as SCAN check verification, which
determines whether a check writer has any uncollected checks within the vast
network of reporting retailers. Other SCAN features include free check
collection, on-line debit card acceptance, "Auto-Close" automatic daily batch
settlement, and customization options for each establishment and terminal
location.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K - None.
--------------------------------
SIGNATURES
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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.
PACKAGING PLUS SERVICES, INC.
/S/ RICHARD A. ALTOMARE
-----------------------------
Richard A. Altomare, President
As Registrant's duly authorized
Chairman of the Board.
Dated: May 20, 1998
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