1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1995 Commission file number 17088 ----------------------- ----- AMERICAN BUSINESS PRODUCTS, INC - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1030529 - ------------------------------------------------------------------------------- (State of Incorporation) (IRS Employer Identification No) 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 953-8300 ----------------------------- 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 ----- ----- Common Stock, $2.00 par value 10,664,131 shares ----------------------------- -------------------------------- (Class) (Outstanding at March 31, 1995) Page 1 of 8 Exhibit Index on Page 6 1 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements The Consolidated Balance Sheets of the Company as of March 31, 1995, and December 31, 1994 and the Consolidated Income Statements of the Company for the three months ended March 31, 1995 and 1994, are incorporated herein by reference to the Company's Quarterly Report to Shareholders for the three months ended March 31, 1995, attached hereto as Exhibit 19. Set forth below are the Condensed Consolidated Statements of Cash Flows of the Company for the three months ended March 31, 1995 and 1994, along with certain notes to the financial statements. AMERICAN BUSINESS PRODUCTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995, AND 1994 (UNAUDITED) (Dollars in Thousands) 1995 1994 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Income from operations $ 5,949 $ 3,661 Adjustments to reconcile net income to net cash provided by operating activities -5,447 -5,284 ------- ------- Net cash (used) provided by operating activities 502 -1,623 CASH FLOWS USED IN INVESTING ACTIVITIES - --------------------------------------- Decrease in cash value of life insurance 1,274 1,602 Additions to plant and equipment -4,134 -2,827 Other 3 2 ------- ------- Net cash used in investing activities -2,857 -1,223 CASH FLOWS USED BY FINANCING ACTIVITIES - --------------------------------------- (Decrease) in long-term debt -422 Dividends paid -2,246 -2,137 Other 5 -369 ------- ------- Net cash (used) provided by financing activities -2,663 -2,506 Net (decrease) in cash and cash equivalents -5,018 -5,352 Cash and cash equivalents at beginning of year 25,997 30,151 ------- ------- Cash and cash equivalents at end of period $20,979 $24,799 ======= ======= 2 3 AMERICAN BUSINESS PRODUCTS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Unaudited Consolidated Financial Statements The consolidated financial statements have been prepared in accordance with generally accepted accounting principles which in certain instances requires the use of management's estimates. The information contained in these consolidated financial statements and notes is unaudited, but in the opinion of management, all adjustments necessary for a fair presentation of such information have been made. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to applicable rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements included herein should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. 2. Consolidation Policy The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany balances and transactions have been eliminated. 3. Nature of Operations The Company manufactures and markets envelope products, business forms, labels and other supplies for business and industry; manufactures and distributes hardcover and softcover books for the publishing industry; and markets extrusion coating and laminating of papers, films, and nonwoven fabrics for use in medical, industrial and consumer packaging. The markets for these products are located principally throughout the continental United States. 4. Net Income Per Share Net income per common share is based upon the weighted average number of shares outstanding during each period: 10,662,816 and 10,682,195 for the three month periods ended March 31, 1995, and March 31, 1994, respectively. 3 4 5. Inventories ($000's) Inventories consisted of the following at the dates indicated: March 31, 1995 December 31, 1994 Products finished or in process $27,444 $25,685 Raw materials 26,930 25,560 Supplies 710 684 ------- ------- Total $55,084 $51,929 ======= ======= Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1. Liquidity and Capital Resources The current ratio increased to 2.6 to 1 at March 31, 1995, from 2.4 to 1 at December 31, 1994. The Company does not anticipate incurring significant additional debt and internal cash flows should be sufficient to generate funds for normal operations. 2. Results of Operations Sales during the first quarter of 1995 increased by 11.8% over sales for the same period of 1994. Most of the increase resulted from more favorable pricing. Cost of goods sold as percentage of sales decreased slightly to 70.1% in 1995 from 70.2% in 1994. Selling and administrative expenses decreased to 22.2% of sales in 1995 compared to 23.3% in 1994 as a result of the Company's continuing efforts to control expenses. Interest expense decreased to 1.4% of sales in 1995 from 1.7% in 1994 as a result of reduced debt levels. The effective income tax rate for the first quarter of 1995 increased to 40.7% compared to 39.3% in 1994 as a result of several factors including decreased levels of non-taxable income and increased provisions for state income taxes. 4 5 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. a. Exhibits attached hereto: Number Description - ------ ----------- 10.1 Executive Compensation Plans and Arrangements: (a) Second Amendment to 1991 Stock Option Plan 19 Quarterly Report to Shareholders for the three months ended March 31, 1995. 27 Financial Data Schedules for First Quarter 1995 10-Q (for SEC use only) b. Reports on Form 8-K. None 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. AMERICAN BUSINESS PRODUCTS, INC. -------------------------------- (Registrant) DATE: May 9, 1995 /S/ W. C. Downer ------------------------------------- W. C. Downer, Vice President-Finance (Chief Financial and Accounting Officer and Duly Authorized Officer) 5 6 AMERICAN BUSINESS PRODUCTS, INC. INDEX OF EXHIBITS Number Description - ------ ----------- 10.1 Executive Compensation Plans and Arrangements (a) Second Amendment to 1991 Stock Option 19 Quarterly Report to Shareholders for the three months ended March 31, 1995 27 Financial Data Schedules for First Quarter 1995 10-Q (for SEC use only) 6