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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 26, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 333-28157
TEKNI-PLEX, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3286312
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
260 North Denton Tap Road (972) 304-5077
Coppell, TX 75019 (Registrant's telephone number)
(Address of principal executive office)
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 by check mark whether the registrant is an a accelerated filer (as
defined in rule 126-2 of the exchange act) Yes [ ] No [X]
TEKNI-PLEX, INC.
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 26, 2004 and June 27, 2003 3
Consolidated Statements of Operations for the nine months and three months ended
March 26, 2004 and March 28, 2003 4
Consolidated Statements of Comprehensive Income (Loss) for the nine months and three
months ended March 26, 2004 and March 28, 2003 4
Consolidated Statements of Cash Flows for the nine months ended March 26, 2004
and March 28, 2003 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18
ITEM 4. CONTROLS AND PROCEDURES 18
PART II. OTHER INFORMATION
Item 1. Legal proceedings 18
Item 2. Changes in securities 18
Item 3. Defaults upon senior securities 18
Item 4. Submission of matters to a vote of securities holders 18
Item 5. Subsequent events 18
Item 6. Exhibits and reports on Form 8-K 18
2
TEKNI-PLEX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
MARCH 26, JUNE 27,
2004 2003
(UNAUDITED) (AUDITED)
--------- ---------
ASSETS
CURRENT:
Cash $ 18,422 $ 48,062
Accounts receivable, net of allowances of $10,020 and $8,398 respectively 125,973 135,719
Inventories 202,787 161,333
Deferred income taxes 7,185 6,735
Prepaid expenses and other current assets 6,293 7,939
--------- ---------
TOTAL CURRENT ASSETS 360,660 359,788
PROPERTY, PLANT AND EQUIPMENT, NET 182,140 179,521
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION OF $80,112 AND
$79,332 RESPECTIVELY 212,853 213,152
DEFERRED CHARGES, NET OF ACCUMULATED AMORTIZATION OF $6,765 AND
$6,899 RESPECTIVELY 10,108 11,851
DEFERRED INCOME TAXES 20,918 19,172
OTHER ASSETS 1,488 1,280
--------- ---------
$ 788,167 $ 784,764
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,996 $ 16,709
Accounts payable - trade 33,161 52,371
Accrued payroll and benefits 11,254 9,525
Accrued interest 22,698 6,317
Accrued liabilities - other 19,036 19,143
Income taxes payable 2 6,058
--------- ---------
TOTAL CURRENT LIABILITIES 88,147 110,123
LONG-TERM DEBT 734,084 712,775
OTHER LIABILITIES 21,687 26,677
--------- ---------
TOTAL LIABILITIES 843,918 849,575
--------- ---------
Commitments and Contingencies
STOCKHOLDERS' DEFICIT:
Common stock -- --
Additional paid-in capital 198,518 188,018
Accumulated other comprehensive income (loss) 250 (1,737)
Accumulated deficit (33,996) (30,569)
Less: Treasury stock (220,523) (220,523)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (55,751) (64,811)
--------- ---------
$ 788,167 $ 784,764
========= =========
See accompanying notes to consolidated financial statements.
3
TEKNI-PLEX, INC. AND SUBSIDIARIES
(Unaudited -- in thousands)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------- -----------------------
MARCH 26, MARCH 28, MARCH 26, MARCH 28,
2004 2003 2004 2003
--------- --------- --------- ---------
NET SALES $ 169,133 $ 166,091 $ 427,903 $ 425,258
COST OF SALES 124,677 121,966 324,589 319,871
--------- --------- --------- ---------
GROSS PROFIT 44,456 44,125 103,314 105,387
OPERATING EXPENSES:
Selling, general and administrative 16,399 14,562 46,198 43,046
Integration expense 2,467 6,364 4,731 8,264
--------- --------- --------- ---------
OPERATING PROFIT 25,590 23,199 52,385 54,077
OTHER EXPENSES:
Interest expense 20,896 18,722 62,222 53,971
Unrealized (gain) loss on derivative
contracts (788) (833) (4,986) 1,303
Other (income) expenses 136 (359) 856 23
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 5,346 5,669 (5,707) (1,220)
PROVISION (benefit) FOR INCOME TAXES 2,120 1,317 (2,280) (433)
--------- --------- --------- ---------
NET INCOME (LOSS) $ 3,226 $ 4,352 $ (3,427) $ (787)
========= ========= ========= =========
CONSOLIDATED STATEMENTS OF OTHER
COMPREHENSIVE INCOME
NET INCOME (LOSS) $ 3,226 $ 4,352 $ (3,427) $ (787)
COMPREHENSIVE INCOME (LOSS), NET OF TAXES
Foreign currency translation adjustment (4,062) 1,240 1,987 2,060
--------- --------- --------- ---------
COMPREHENSIVE INCOME (LOSS) $ (836) $ 5,592 $ (1,440) $ 1,273
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
4
TEKNI-PLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
NINE MONTHS ENDED
---------------------
MARCH 26, MARCH 28,
2004 2003
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,427) $ (787)
Adjustment to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 24,322 20,144
Unrealized (gain) loss on derivative contracts (4,986) 1,303
Deferred income taxes (2,133) (296)
Loss on sale of assets 169 --
Changes in operating assets and liabilities:
Accounts receivable 10,134 8,139
Inventories (41,578) (45,202)
Prepaid expenses and other current assets 2,269 (1,857)
Income taxes (6,056) 911
Accounts payable-trade (18,526) (833)
Accrued interest 16,408 12,248
Accrued expenses and other liabilities 2,407 603
-------- --------
Net cash used in operating activities (20,997) (5,627)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (22,718) (24,587)
Acquisition costs -- (16,806)
Additions to intangibles (481) (807)
Cash proceeds from sale of assets 1,354 --
Deposits and other assets (208) 119
-------- --------
Net cash used in investing activities (22,053) (42,081)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments/ borrowings of long-term debt (261,292) 36,098
Proceeds from senior secured notes 267,438 --
Receipt of additional paid-in capital 10,500 392
Debt financing costs (2,745) --
-------- --------
Net cash provided by financing activities 13,901 36,490
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (491) (139)
-------- --------
Net decrease in cash (29,640) (11,357)
Cash, beginning of period 48,062 28,199
-------- --------
Cash, end of period $ 18,422 $ 16,842
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 41,547 $ 41,933
Income taxes 3,042 2,716
See accompanying notes to consolidated financial statements.
5
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 1 - GENERAL
Nature of Business
Tekni-Plex, Inc. and its subsidiaries ("Tekni-Plex" or the "Company") is a
global, diversified manufacturer of packaging, packaging products, and
materials as well as tubing products. The Company primarily serves the food,
healthcare and consumer markets. The Company has built a leadership position
in its core markets, and focuses on vertically integrated production of
highly specialized products. The Company's operations are aligned under two
primary business groups: Packaging and Tubing Products.
The results for the third quarter and first nine months of fiscal 2004 are
not necessarily indicative of the results to be expected for the full fiscal
year and have not been audited. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all
adjustments, consisting primarily of normal recurring accruals, necessary
for a fair statement of the results of operations for the periods presented
and the consolidated balance sheet at March 26, 2004. Certain information
and footnote disclosure normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the SEC rules and regulations. These
financial statements should be read in conjunction with the financial
statements and notes thereto that were included in the Company's latest
annual report on Form 10-K for the fiscal year ended June 27, 2003.
NOTE 2 Stock Based Compensation
The Company applies the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock
Based Compensation - Transition and Disclosure," which allows the Company to
apply APB Opinion 25 and related interpretations in accounting for its stock
options and present pro forma effects of the fair value of such options. Had
compensation cost been determined based on the fair value at the grant dates
for these awards consistent with the method of SFAS No. 123, the Company's
income (loss) would have been reduced (increased) to the pro forma amounts
indicated below. The calculations were based on a risk yield of zero, and
expected lives of 8 years.
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------- --------------------------
MARCH 26 MARCH 28 MARCH 26 MARCH 28
2004 2003 2004 2003
----------- ----------- ----------- -----------
Net income (loss)
As reported $ 3,226 $ 4,352 $(3,427) $ (787)
Adjustments for
Fair value of
Stock options,
Net of tax (22) (31) (67) (95)
------- ------- ------- -------
Pro forma $ 3,204 $ 4,321 $(3,494) $ (882)
6
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 3- INVENTORIES
Inventories as of March 26, 2004 and June 27, 2003 are summarized as follows:
MARCH 26, 2004 JUNE 27, 2003
-------------- -------------
Raw materials $ 57,624 $ 51,810
Work-in-process 12,261 10,219
Finished goods 132,902 99,304
-------- --------
$202,787 $161,333
-------- --------
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 4- LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 26, 2004 JUNE 27, 2003
-------------- -------------
Senior Subordinated Notes issued June 21, 2000 at 12-3/4% due June
15, 2010 (less unamortized discount of $2,355 and $2,637) $272,645 $272,363
Senior Subordinated Notes issued May 2002 at 12-3/4% due
June 15, 2010 (plus unamortized premium of $456 and $512) 40,456 40,512
Senior Debt:
Senior Secured Notes issued November 21, 2003 at 8-3/4% due
November 15, 2013 (less unamortized discount of $7,310) 267,690 --
Revolving line of credit, expiring June, 2006. At
March 26, 2004, the interest rates ranged from 4.59% to 6.5% 78,000 91,000
Term notes due June, 2006 and June, 2008, with an interest
rate at March 26, 2004 of 5.125% 71,635 319,790
Other, primarily foreign term loans, with interest rates
ranging from 4.44% to 5.44% and maturities from 2004 to 2010 5,654 5,819
-------- --------
736,080 729,484
Less: Current maturities 1,996 16,709
-------- --------
$734,084 $712,775
======== ========
On November 21, 2003 the company issued $275.0 million of 8-3/4% Senior Secured
Notes with a maturity date of November 15, 2013. Interest is payable
semi-annually. The net proceeds of $267.4 million were used to repay our Term
Loan A, pay down our Term Loan B, and pay down our revolver.
NOTE 5- CONTINGENCIES
The Company is a party to various legal proceedings arising in the normal
conduct of business. Management believes that the final outcome of these
proceedings will not have a material adverse effect on the Company's financial
position, results of operations and cash flows.
7
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 6- SEGMENT INFORMATION
Tekni-Plex management reviews its operating plants to evaluate performance and
allocate resources. As a result, Tekni-Plex has aggregated its operating plants
into two industry segments: Packaging and Tubing Products. The Packaging segment
principally produces foam egg cartons, pharmaceutical blister films, poultry and
meat processor trays, closure liners, aerosol and pump packaging components and
foam plates. The Tubing Products segment principally produces garden and
irrigation hose, medical tubing and pool hose. Products that do not fit in
either of these segments, including recycled PET, vinyl compounds and specialty
resins have been reflected in Other. The Packaging and Tubing Products segments
have operations in the United States, Europe and Canada. Other products not
included in either segment are produced in the United States. Financial
information concerning the Company's business segments and the geographic areas
in which it operates are as follows:
TUBING
PACKAGING PRODUCTS OTHER TOTAL
---------- ---------- ---------- -----------
Three Months Ended March 26, 2004
Revenues from external customers $ 78,414 $ 61,320 $ 29,399 $ 169,133
Interest expense 6,655 9,810 4,431 20,896
Depreciation and amortization 3,369 2,013 1,535 6,917
Segment income from operations 13,840 16,333 874 31,047
Expenditures for segment assets 3,826 1,816 1,842 7,484
---------- ---------- ---------- -----------
Three Months Ended March 28, 2003
Revenues from external customers $ 74,408 $ 63,952 $ 27,731 $ 166,091
Interest expense 5,965 8,779 3,978 18,722
Depreciation and amortization 3,433 1,295 1,309 6,037
Segment income (loss) from operations 15,253 12,813 (289) 27,777
Expenditures for segment assets 6,554 2,437 1,761 10,752
---------- ---------- ---------- -----------
TUBING
PACKAGING PRODUCTS OTHER TOTAL
----------- ---------- ---------- -----------
Nine months ended March 26, 2004
Revenues from external customers $ 219,075 $ 125,564 $ 83,264 $ 427,903
Interest expense 19,824 29,192 13,206 62,222
Depreciation and Amortization 11,145 7,289 5,120 23,554
Segment income from operations 36,082 30,863 765 67,710
Expenditures for segment Assets 13,303 2,995 5,864 22,162
----------- ---------- ---------- -----------
Nine months ended March 28, 2003
Revenues from external customers $ 213,346 $ 131,722 $ 80,190 $ 425,258
Interest expense 17,185 25,317 11,469 53,971
Depreciation and Amortization 10,872 4,587 3,917 19,376
Segment income from operations 43,058 23,541 849 67,448
Expenditures for segment Assets 10,519 9,082 4,371 23,972
----------- ---------- ---------- -----------
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- -------------------------
MARCH 26, MARCH 28, MARCH 26 MARCH 28
2004 2003 2004 2003
-------- -------- -------- --------
PROFIT OR LOSS
Total operating profit for reportable
segments before income taxes $ 31,047 $ 27,777 $ 67,710 $ 67,448
Corporate and eliminations (5,457) (4,578) (15,325) (13,371)
-------- -------- -------- --------
$ 25,590 $ 23,199 $ 52,385 $ 54,077
======== ======== ======== ========
DEPRECIATION AND AMORTIZATION
Segment totals $ 6,917 $ 6,037 $ 23,554 $ 19,376
Corporate 256 256 768 768
-------- -------- -------- --------
Consolidated total $ 7,173 $ 6,293 $ 24,322 $ 20,144
======== ======== ======== ========
EXPENDITURES FOR SEGMENT ASSETS
Total reportable-segment expenditures $ 7,484 $ 10,752 $ 22,162 $ 23,972
Other unallocated expenditures 147 226 556 615
-------- -------- -------- --------
Consolidated total $ 7,631 $ 10,978 $ 22,718 $ 24,587
======== ======== ======== ========
8
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
SEGMENT ASSETS
TUBING
PACKAGING PRODUCTS OTHER TOTAL
-------- -------- -------- --------
March 26, 2004 $282,376 $345,678 $135,507 $763,561
-------- -------- -------- --------
June 27, 2003 297,303 322,822 141,638 761,763
-------- -------- -------- --------
MARCH 26, 2004 JUNE 27, 2003
-------------- -------------
TOTAL ASSETS
Total assets from reportable segments $763,561 $761,763
Other unallocated amounts 24,606 23,001
-------- --------
Consolidated total $788,167 $784,764
======== ========
GEOGRAPHIC INFORMATION
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------ ------------------------
MARCH 26, MARCH 28, MARCH 26, MARCH 28,
2004 2003 2004 2003
-------- -------- -------- --------
REVENUES
United States $143,917 $144,000 $367,680 $372,154
International 25,216 22,091 60,223 53,104
-------- -------- -------- --------
Total $169,133 $166,091 $427,903 $425,258
======== ======== ======== ========
MARCH 26, 2004 JUNE 27, 2003
-------------- -------------
LONG-LIVED ASSETS
United States $379,176 $377,406
International 48,331 47,570
-------- --------
Total $427,507 $424,976
======== ========
9
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 7- SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Tekni-Plex, Inc. issued 12 3/4% Senior Subordinated Notes in June 2000 and
May 2002 and 8 3/4% Senior Secured Notes in November 2003. These notes are
guaranteed by all domestic subsidiaries of Tekni-Plex. The guarantor
subsidiaries are 100% owned by the issuer. The guarantees are full and
unconditional and joint and several. There are no restrictions on the transfer
of funds from guarantor subsidiaries to the issuer. The following condensed
consolidating financial statements present separate information for Tekni-Plex
(the "Issuer") and its domestic subsidiaries (the "Guarantors") and the foreign
subsidiaries (the "Non-Guarantors"). The following condensed consolidation
financial statements do not have debt and interest expense allocated
to guarantors and non-guarantors.
Consolidated Statement of Operations
(in thousands)
(Unaudited)
For the three months ended March 26, 2004
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
--------- --------- ---------- ----------
Net sales $ 169,133 $ 38,211 $ 105,706 $ 25,216
Cost of goods sold 124,677 27,247 79,159 18,271
--------- --------- --------- ---------
Gross profit 44,456 10,964 26,547 6,945
Operating expenses:
Selling, General and administrative 16,399 6,850 7,244 2,305
Integration expense 2,467 1,190 1,277 --
--------- --------- --------- ---------
Operating profit 25,590 2,924 18,026 4,640
Interest expense (income), net 20,896 20,874 (6) 28
Unrealized gain on derivative contracts (788) (788) -- --
Other expense (income) 136 308 (829) 657
--------- --------- --------- ---------
Income (loss) before income taxes 5,346 (17,470) 18,861 3,955
Provision (benefit) for income taxes 2,120 (6,820) 7,735 1,205
--------- --------- --------- ---------
Net income (loss) $ 3,226 $ (10,650) $ 11,126 $ 2,750
========= ========= ========= =========
Consolidated Statement of Operations
(in thousands)
For the nine months ended March 26, 2004
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
--------- --------- ---------- ----------
Net sales $ 427,903 $ 108,084 $ 259,596 $ 60,223
Cost of sales 324,589 79,904 199,502 45,183
--------- --------- --------- ---------
Gross profit 103,314 28,180 60,094 15,040
Operating expenses:
Selling, General and administrative 46,198 20,581 19,552 6,065
Integration expense 4,731 1,190 3,541 --
--------- --------- --------- ---------
Operating profit 52,385 6,409 37,001 8,975
Interest expense, net 62,222 62,138 (30) 114
Unrealized gain on derivative contracts (4,986) (4,986) -- --
Other expense (income) 856 (438) (1,122) 2,416
--------- --------- --------- ---------
Income (loss) before income taxes (5,707) (50,305) 38,153 6,445
Provision (benefit) for income taxes (2,280) (20,100) 15,435 2,385
--------- --------- --------- ---------
Net income(loss) $ (3,427) $ (30,205) $ 22,718 $ 4,060
========= ========= ========= =========
10
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
Consolidated Statement of Earnings
(in thousands)
(Unaudited)
For the three months ended March 28, 2003
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
--------- --------- ---------- ----------
Net sales $ 166,091 $ 37,522 $ 106,478 $ 22,091
Cost of sales 121,966 26,400 79,396 16,170
--------- --------- --------- ---------
Gross profit 44,125 11,122 27,082 5,921
Operating expenses:
Selling, General and administrative 14,562 7,058 5,600 1,904
Integration expense 6,364 -- 6,364 --
--------- --------- --------- ---------
Operating profit 23,199 4,064 15,118 4,017
Interest expense 18,722 18,685 (11) 48
Unrealized gain on derivative contracts (833) (833) -- --
Other expense (income) (359) (554) (398) 593
--------- --------- --------- ---------
Income (loss) before income taxes 5,669 (13,234) 15,527 3,376
Provision (benefit) for income taxes 1,317 (5,812) 5,777 1,352
--------- --------- --------- ---------
Net income (loss) $ 4,352 $ (7,422) $ 9,750 $ 2,024
========= ========= ========= =========
For the nine months ended March 28, 2003
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
--------- --------- ---------- ----------
Net sales $ 425,258 $ 111,882 $ 260,272 $ 53,104
Cost of sales 319,871 78,699 202,163 39,009
--------- --------- --------- ---------
Gross profit 105,387 33,183 58,109 14,095
Operating expenses:
Selling, General and administrative 43,046 19,786 18,233 5,027
Integration expense
8,264 -- 8,264 --
--------- --------- --------- ---------
Operating profit 54,077 13,397 31,612 9,068
Interest expense 53,971 53,918 (54) 107
Unrealized loss on derivative contracts 1,303 1,303 -- --
Other expense (income) 23 (578) (998) 1,599
--------- --------- --------- ---------
Income (loss) before income taxes (1,220) (41,246) 32,664 7,362
Provision (benefit) for income taxes (433) (15,670) 12,437 2,800
--------- --------- --------- ---------
Net income (loss) $ (787) $ (25,576) $ 20,227 $ 4,562
========= ========= ========= =========
11
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
Condensed Consolidated Balance Sheet - at March 26, 2004
NON-
TOTAL ELIMINATIONS ISSUER GUARANTORS GUARANTORS
--------- ------------ --------- ---------- ----------
Current assets $ 360,660 $ -- $ 37,733 $ 258,357 $ 64,570
Property, plant and equipment,
net 182,140 -- 45,426 110,379 26,335
Intangible assets, net 212,853 -- 10,470 190,195 12,188
Investment in subsidiaries -- (563,454) 563,454 -- --
Deferred income taxes 20,918 -- 29,298 (5,944) (2,436)
Deferred charges, net 10,108 -- 9,992 116 --
Other assets 1,488 (351,647) 70,007 270,884 12,244
--------- --------- --------- --------- ---------
Total assets $ 788,167 $(915,101) $ 766,380 $ 823,987 $ 112,901
========= ========= ========= ========= =========
Current liabilities $ 88,147 $ -- $ 39,495 $ 28,077 $ 20,575
Long-term debt 734,084 -- 729,498 -- 4,586
Other long-term liabilities 21,687 (351,647) 54,283 284,683 34,368
--------- --------- --------- --------- ---------
Total liabilities 843,918 (351,647) 823,276 312,760 59,529
--------- --------- --------- --------- ---------
Additional paid-in capital 198,518 (313,529) 198,498 296,784 16,765
Retained earnings (deficit) (33,996) (249,925) (33,996) 217,889 32,036
Other comprehensive income
(loss) 250 -- (875) (3,446) 4,571
Less: Treasury stock (220,523) -- (220,523) -- --
--------- --------- --------- --------- ---------
Total stockholders' equity
(deficit) (55,751) (563,454) (56,896) 511,227 53,372
--------- --------- --------- --------- ---------
$ 788,167 $(915,101) $ 766,380 $ 823,987 $ 112,901
========= ========= ========= ========= =========
Condensed Consolidated Balance Sheet - at June 27, 2003
NON-
TOTAL ELIMINATIONS ISSUER GUARANTORS GUARANTORS
--------- ------------ --------- ---------- ----------
Current assets $ 359,788 $ -- $ 56,727 $ 241,910 $ 61,151
Property, plant and equipment,
net 179,521 -- 42,411 111,880 25,230
Intangible assets, net 213,152 -- 8,713 192,049 12,390
Investment in subsidiaries -- (535,567) 535,567 -- --
Deferred income taxes 19,172 -- 21,204 64 (2,096)
Deferred charges, net 11,851 -- 11,735 116 --
Other assets 1,280 (358,967) 81,667 266,534 12,046
--------- --------- --------- --------- ---------
Total assets $ 784,764 $(894,534) $ 758,024 $ 812,553 $ 108,721
========= ========= ========= ========= =========
Current liabilities $ 110,123 $ -- $ 46,758 $ 43,487 $ 19,878
Long-term debt 712,775 -- 708,115 -- 4,660
Other long-term liabilities 26,677 (358,967) 67,887 279,805 37,952
--------- --------- --------- --------- ---------
Total liabilities 849,575 (358,967) 822,760 323,292 62,490
--------- --------- --------- --------- ---------
Additional paid-in capital 188,018 (312,420) 187,998 296,784 15,656
Retained earnings (deficit) (30,569) (223,147) (30,569) 195,171 27,976
Other comprehensive income
(loss) (1,737) -- (1,642) (2,694) 2,599
Less: Treasury stock (220,523) -- (220,523) -- --
--------- --------- --------- --------- ---------
Total Stockholders' equity
(deficit) (64,811) (535,567) (64,736) 489,261 46,231
--------- --------- --------- --------- ---------
$ 784,764 $(894,534) $ 758,024 $ 812,553 $ 108,721
========= ========= ========= ========= =========
12
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Condensed Consolidated Cash Flows
(Unaudited)
For the nine months ended March 26, 2004
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
-------- -------- ---------- ----------
Net cash provided by (used in) operating activities $(20,997) $(37,824) $ 3,692 $ 13,135
-------- -------- -------- --------
Cash flows from Investing activities:
Capital expenditures (22,718) (7,981) (10,897) (3,840)
Cash proceeds from sale of assets 1,354 -- 1,230 124
Additions to intangibles (481) (164) 161 (478)
Deposits and other assets (208) 12 (22) (198)
-------- -------- -------- --------
Net cash used in investing activities $(22,053) $ (8,133) $ (9,528) $ (4,392)
-------- -------- -------- --------
Cash flows from financing activities
(Repayments) borrowings of long term debt (261,292) (261,155) -- (137)
Proceeds from senior secured notes 267,438 267,438 -- --
Receipt of additional paid-in capital 10,500 10,500 -- --
Debt financing costs (2,745) (2,745) -- --
Change in intercompany accounts -- 13,055 (11,792) (1,263)
-------- -------- -------- --------
Net cash flows provided by (used in) financing
activities 13,901 27,093 (11,792) (1,400)
-------- -------- -------- --------
Effect of exchange rate changes on cash (491) -- -- (491)
-------- -------- -------- --------
Net increase (decrease) in cash (29,640) (18,864) (17,628) 6,852
Cash, beginning of period 48,062 20,900 19,650 7,512
-------- -------- -------- --------
Cash, end of period $ 18,422 $ 2,036 $ 2,022 $ 14,364
======== ======== ======== ========
For the nine months ended March 28, 2003
NON-
TOTAL ISSUER GUARANTORS GUARANTORS
-------- -------- ---------- ----------
Net cash provided by (used in) operating activities $ (5,627) $(19,537) $ 17,303 $ (3,393)
-------- -------- -------- --------
Cash flows from Investing activities:
Capital expenditures (24,587) (5,013) (14,350) (5,224)
Acquisition costs (16,806) -- (16,806) --
Additions to intangibles (807) (571) -- (236)
Deposits and other assets 119 74 -- 45
-------- -------- -------- --------
Net cash used in investing activities (42,081) (5,510) (31,156) (5,415)
-------- -------- -------- --------
Cash flows from financing activities
Repayment of long term debt 36,098 36,007 -- 91
Receipt of additional paid-in capital 392 392 -- --
Change in intercompany accounts -- (11,939) 3,390 8,549
-------- -------- -------- --------
Net cash flows provided by
financing activities 36,490 24,460 3,390 8,640
-------- -------- -------- --------
Effect of exchange rate changes on cash (139) -- -- (139)
-------- -------- -------- --------
Net decrease in cash (11,357) (587) (10,463) (307)
Cash, beginning of period 28,199 9,035 10,660 8,504
-------- -------- -------- --------
Cash, end of period $ 16,842 $ 8,448 $ 197 $ 8,197
======== ======== ======== ========
13
\
TEKNI-PLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 8- ACQUISITIONS
In July 2002, the Company purchased certain assets and assumed certain
liabilities of ELM Packaging "ELM" for approximately $16,806. The acquisition
was recorded under the purchase method, whereby Elm's net assets were recorded
at estimated fair value and its operations have been reflected in the statement
of operations since that date.
In connection with the acquisition, a reserve of $4,500 has been established for
the costs to integrate ELM's operations with the company. The reserve is
included in accrued expenses. The components of the integration reserve and
activity through March 26, 2004 are as follows:
BALANCE COSTS CHARGED BALANCE
JULY 2002 TO RESERVE MARCH 26, 2004
--------- ---------- --------------
Reduction in personnel and related costs $ 1,000 $ 1,000 $ --
Legal, environmental and other 3,500 2,152 1,348
-------- --------- ---------
$ 4,500 $ 3,152 $ 1,348
======== ========= =========
The remaining legal, environmental and other costs are expected to be paid over
the next two years.
In October 2001, the Company purchased certain assets and assumed certain
liabilities of Swan Hose for approximately $63,600. The acquisition was recorded
under the purchase method, whereby Swan's net assets were recorded at estimated
fair value and its operations have been reflected in the statement of operations
since that date.
In connection with the acquisition, a reserve of $10,000 was established for the
costs to integrate Swan operations with the Company. The components of the
integration reserve and activity through March 26, 2004 are as follows:
BALANCE COSTS CHARGED ADJUSTMENTS BALANCE
OCTOBER 2001 TO RESERVE TO RESERVE MARCH 26, 2004
------------ ---------- ---------- --------------
Cost to close duplicate facilities $ 3,500 $ 1,441 $(2,059) $ --
Reduction in personnel and related costs 2,100 718 (1,382) --
Legal and environmental 1,275 2,390 2,625 1,510
Manufacturing reconfiguration 1,455 175 (1,280) --
Other 1,670 1,766 96 --
------- ------- ------- -------
$10,000 $ 6,490 $(2,000)* $ 1,510
======= ======= ======= =======
* Goodwill was adjusted in the amount of $2,000. These adjustments were recorded
during the fiscal year ended June 27, 2003.
The remaining legal and environmental costs are expected to extend over the next
two years.
14
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIRD QUARTER OF FISCAL 2004 COMPARED WITH THE THIRD QUARTER OF FISCAL 2003
Net sales increased to $169.1 million for the three months ended March 26, 2004
from $166.1 million for the three months ended March 28, 2003, representing a
1.8% gain. Net sales in our Packaging Segment grew 5.4% to $78.4 million in the
most recent period from $74.4 million in the comparable period of 2003 primarily
due to higher selling prices. Net sales in our Tubing Products Segment declined
4.1% to $61.3 million in the third quarter of fiscal 2004 from $64.0 million in
the comparable quarter of fiscal 2003 primarily due to lower volume. Other net
sales grew 6.0% to $29.4 million in fiscal 2004 compared to $27.7 million in the
previous year due to both higher selling prices and higher volumes.
Cost of Sales increased to $124.7 million for the three months ended March 26,
2004 from $122.0 million for the three months ended March 28, 2003. Expressed as
a percentage of net sales, cost of sales increased slightly to 73.7% in the
current period compared to 73.4% in the prior period primarily due to higher raw
material costs.
Gross Profit, as a result of the above, increased to $44.5 million in the
current period compared to $44.1 million in the prior period. Expressed as a
percentage of net sales, gross profit declined to 26.3% for the three months
ended March 26, 2004 from 26.6% in comparable period of last year.
Our Packaging Segment gross profit decreased to $21.8 million for the three
months ended March 26, 2004 from $23.4 million for the three months ended March
28, 2003. Expressed as a percentage of net sales, Packaging Segment gross profit
decreased to 27.8% in the current period from 31.4% in the previous period. This
decrease was primarily due to a lower margin product mix at our food packaging
operations as well as higher raw material costs.
Our Tubing Products Segment gross profit increased to $20.2 million for the
three months ended March 26, 2004 from $19.5 million for the three months ended
March 28, 2003. Expressed as a percentage of net sales, Tubing Products Segment
gross profit increased to 32.9% in the current period from 30.5% in the previous
period as a favorable mix of sales and the cost savings initiatives we
instituted last year at our garden hose operations more than offset
significantly higher raw material costs.
Other gross profit increased to $2.5 million for the three months ended March
26, 2004 from $1.3 million for the three months ended March 28, 2003.
Selling, General and Administrative expense increased to $16.4 million in the
most recent quarter from $14.6 million in the comparable period of the previous
year. Approximately half of the $1.8 million increase was higher depreciation
and amortization expense, while the balance was higher selling and
administrative expense. Measured as a percentage of net sales, selling, general
and administrative expense increased to 9.7% in the current period from 8.8% in
the previous period.
Integration expense declined to $2.5 million or 1.5% of net sales for the three
months ended March 26, 2004 from $6.4 million or 3.8% of net sales for the
comparable period of fiscal 2003. The current expense includes approximately
$0.2 million of charges associated with closing our Rockaway, NJ facility and
consolidating its operations at other existing Tekni-Plex locations.
Operating Profit, as a result of the above, increased to $25.6 million for the
three months ended March 26, 2003 from $23.2 million for the three months ended
March 28, 2003. Expressed as a percentage of net sales, operating profit
increased to 15.1% in the most recent period from 14.0% in the comparable period
of last year.
Our Packaging Segment operating profit decreased to $13.8 million or 17.6% of
net sales in the current period compared to $15.3 million or 20.5% of net sales
in the previous period. Our Tubing Products Segment operating profit increased
to $16.3 million or 26.6% of net sales in the current period compared to $12.8
million or 20.0% of net sales in the previous year. Other operating profit
increased to $0.9 million in the current period compared to a loss of
($0.3) million in the previous period.
Interest expense increased to $20.9 million or 12.4% of net sales in the three
months ended March 26, 2004 from $18.7 million or 11.3% of net sales for the
three months ended March 28, 2003 due to both higher average interest rates and
higher average debt levels.
15
Unrealized (gain) loss on derivative transactions was flat at $0.8 million gain
or 0.5% of net sales for the three months ending March 26, 2004 and the three
months ending March 28, 2003.
Income before income taxes, as a result, was $5.3 million or 3.2% of net sales
for the three months ended March 26, 2004 compared to $5.7 million or 3.4% of
net sales for the three months ended March 28, 2003.
Income tax was $2.1 million for the three months ended March 26, 2004 compared
to $1.3 million for the three months ended March 28, 2003. The Company's
effective tax rate was 39.7% for the three months ended March 26, 2004 compared
to 23.2% for the three months ending March 28, 2003.
Net income, as a result, was $3.2 million for the three months ended March 26,
2004 or 1.9% of net sales compared with $4.4 million for the three months ended
March 28, 2003 or 2.6% of net sales.
FIRST NINE MONTHS OF FISCAL 2004 COMPARED WITH THE FIRST NINE MONTHS OF FISCAL
2003
Net sales increased to $427.9 million for the nine months ended March 26, 2004
from $425.3 million for the nine months ended March 28, 2003, representing a
0.6% gain. Net sales in our Packaging Segment grew 2.7% to $219.1 million in the
current period compared to $213.4 million in the comparable period of the
previous year primarily due to higher selling values. Net sales in our Tubing
Products Segment declined 4.7% to $125.6 million in the first nine months of
fiscal 2004 from $131.7 million in the same period of fiscal 2003 primarily due
to lower volumes. Other net sales increased 3.8% to $83.3 million in first nine
months fiscal 2004 compared $80.2 million to the first nine months of fiscal
2003.
Cost of Sales increased to $324.6 million for the nine months ended March 26,
2004 from $319.9 million for the nine months ended March 28, 2003. Expressed as
a percentage of net sales, cost of sales increased to 75.9% in the current
period compared to 75.2% in the prior period primarily due to higher raw
material costs.
Gross Profit, as a result of the above, decreased to $103.3 million in the
current period compared to $105.4 million in the prior period. Expressed as a
percentage of net sales, gross profit declined to 24.1% for the nine months
ended March 26, 2004 from 24.8% in comparable period of last year.
Our Packaging Segment gross profit decreased to $57.1 million for the nine
months ended March 26, 2004 from $62.3 million for the nine months ended March
28, 2003. Expressed as a percentage of net sales, Packaging Segment gross profit
decreased to 26.1% in the current period from 29.2% in the previous period
primarily due to lower margin product mix at our food packaging operations as
well as higher raw material costs.
Our Tubing Products Segment gross profit increased to $40.7 million for the nine
months ended March 26, 2004 from $37.4 million for the nine months ended March
28, 2003. Expressed as a percentage of net sales, Tubing Products Segment gross
profit increased to 32.5% in the current period from 28.4% in the previous
period primarily due to a favorable mix of sales and the cost savings
initiatives we instituted last year.
Other gross profit fell to $5.4 million or 6.5% of net sales for the nine months
ended March 26, 2004 from $5.7 million or 7.1% of net sales for the nine months
ended March 28, 2003 primarily due to higher raw material costs.
Selling, General and Administrative expense increased to $46.2 million in the
most recent period from $43.0 million in the comparable period of the previous
year. Approximately one-third of this increase was due to higher depreciation
and amortization expense; while approximately two-thirds represented higher
selling and administrative expenses. Measured as a percentage of net sales,
selling, general and administrative expense increased to 10.8% in the current
period from 10.1% in the previous period.
Integration expense declined in the first nine months of fiscal 2004 to $4.7
million or 1.1% of net sales compared to $8.3 million or 1.9% of net sales for
the comparable period of fiscal 2003. These costs relate to reconfiguring and
realignment of acquired facilities to conform to the Company's current
production and product standards.
Operating Profit, as a result of the above, decreased to $52.4 million for the
nine months ended March 26, 2004 from $54.1 million for the nine months ended
March 28, 2003. Expressed as a percentage of net sales, operating profit
decreased to 12.2% in the most recent period from 12.7% in the comparable period
of last year.
Packaging Segment operating profit decreased to $36.1 million or 16.5% of net
sales in the current period compared to $43.1 million or 20.2% of net sales in
the previous period. Tubing Products Segment operating profit increased to $30.9
million or 24.6% of net sales in the current period compared to $23.5 million or
17.9% of net sales in the previous period. Other operating profit declined to
$0.8 million in the current period from $0.9 million in the previous period.
16
Interest expense increased to $62.2 million in the nine months ended March 26,
2004 from $54.0 million in the nine months ended March 28, 2003 due to both
higher average interest rates and debt levels. In addition, interest expense
included a write-off of approximately $2.7 million of deferred financing cost in
the second quarter of fiscal 2004. Expressed as a percentage of net sales,
interest expense increased to 14.5% in the current period compared to 12.7% in
the comparable period of last year.
Unrealized (gain) loss on derivative transactions was a ($5.0) million gain or
1.2% of net sales for the nine months ending March 26, 2004 compared to a $1.3
million loss or 0.3% of net sales for the nine months ending March 28, 2003. The
changes were due to changes in the market interest rates underlying our
derivatives.
Income (loss) before income taxes, as a result, was a ($5.7) million loss for
the nine months ended March 26, 2004 compared to a loss of ($1.2) million for
the nine months ended March 28, 2003.
Income tax expense (benefit) was a $(2.3) million benefit for the nine months
ended March 26, 2004, compared to a benefit of ($0.4) million for the nine
months ended March 28, 2003. The Company's effective tax rate was 40.0% for the
nine months ended March 26, 2004 compared to 35.5% for the nine months ending
March 28, 2003.
Net loss, as a result, was $(3.4) million for the nine months ended March 26,
2004 compared with a loss of ($0.8) million for the nine months ended March 28,
2003.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations for the nine months ended March 26, 2004 was $21.0
million compared with $5.6 million in the same period of the prior year. The
increase of $15.4 million was primarily due to an $18.5 million reduction in
accounts payable in fiscal 2004 compared to $0.8 million reduction in fiscal
2003. Inventories increased by $41.6 million in the first nine months of fiscal
2004 compared to an increase of $45.2 million in the same period of fiscal 2003.
The primary reason for this seasonal increase is the normal build-up of garden
hose inventories in advance of our Spring selling season.
Working capital on March 26, 2004 was $272.5 million compared to $249.7 million
on June 28, 2003. The $22.8 million increase was due primarily to a $19.2
million reduction in accounts payable and a $14.7 million reduction in the
current portion of long term debt offset by an $16.4 million increase accrued
interest. In addition, inventories increased by $41.5 million due to both higher
raw material costs as well as normal seasonal increase in garden hose
inventories.
On November 21, 2003 the company issued $275.0 million of 8-3/4% Senior Secured
Notes with a maturity date of November 15, 2013. Interest is payable
semi-annually. The net proceeds of $267.4 million were used to repay our Term
Loan A, pay down our Term Loan B, and pay down our revolver.
As of March 26, 2004, the Company had an outstanding balance of $78 million
under the $100.0 million revolving credit line. This represents a decrease of
$13 million from the outstanding balance as of June 27, 2003. Our Senior debt
and our Senior Subordinated Notes include various covenants, the most
restrictive of which require a minimum consolidated EBITDA, minimum fixed charge
coverage ratio and minimum leverage ratio as defined in the debt agreement. The
Company was in compliance with all such financial covenants as of March 26,
2004.
In March of fiscal 2004, The Company raised $10.5 million of equity capital from
new investors. Proceeds from this equity offering will be used to finance
capital expenditures. The Company's capital expenditures for the nine months
ended March 26, 2004 and March 28, 2003 were $22.7 million and $24.6 million
respectively.
The Company continues to expect that its principal uses of cash for the next
several years will be acquisitions, debt service, capital expenditures and
working capital requirements. Management believes that cash generated from
operations plus funds available in the Company's credit facility will be
sufficient to meet its needs and to provide it with the flexibility to make
capital expenditures and acquisitions which management believes will provide an
attractive return on investment. However, the Company may need additional
financing to take advantage of acquisition opportunities that may arise in the
next several quarters. There can be no assurance that such financing will be
available in the amounts required for such acquisitions and on terms acceptable
to the Company.
17
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to market risk inherent in certain debt instruments. At
March 26, 2004, the principal amount of the Company's aggregate outstanding
variable rate indebtedness was $149.6 million. A hypothetical 10% adverse change
in interest rates would have an annualized unfavorable impact of approximately
$0.4 million on the Company's after-tax earnings and cash flows, assuming the
Company's current effective tax rate and assuming no change in the principal
amount. Conversely, a reduction in interest rates would favorably impact the
Company's after-tax earnings and cash flows in a similar proportion. To mitigate
these risks, in June 2000, the Company entered into interest rate Swap and Cap
Agreements for a notional amount of $344.0 million.
In the normal course of business, Tekni-Plex is exposed to changes in interest
rates. The objective in managing its exposure to interest rates is to decrease
the volatility that changes in interest rates might have on operations and cash
flows. To achieve this objective, Tekni-Plex uses interest rate swaps and caps
to hedge a portion of total long-term debt that is subject to variable interest
rates. These derivative contracts are considered to be a hedge against changes
in the amount of future cash flows associated with the interest payments on
variable-rate debt obligations, however, they do not qualify for hedge
accounting under FASB 133. Accordingly, the interest rate swaps are reflected at
fair value in the Consolidated Balance Sheet and the related gains or losses on
these contracts are recorded as an unrealized loss from derivative instruments
in the Consolidated Statements of Operations. These are the only derivative
instruments held by Tekni-Plex as of March 26, 2004. The fair value of
derivative contracts are determined based on quoted market values obtained from
a third party.
Tekni-Plex has interest rate swap contracts to pay variable rates of interest
based on a basket of LIBOR benchmarks and receive variable rates of interest
based on 3-month dollar LIBOR on an initial aggregate of $344.0 million of
indebtedness with maturity dates ranging from June 2006 through June 2008. In
conjunction with these interest rate swap contracts, Tekni-Plex also purchased
an interest rate cap. The approximate aggregate fair market value of these
interest rate swap contracts was $(18.7) million and $(23.7) million on March
26, 2004 and June 27, respectively, and is included in other liabilities on the
Consolidated Balance Sheet. For the nine months ending March 26, 2004 Tekni-Plex
incurred an unrealized gain of $5.0 million on these contracts which is included
in the Consolidated Statement of Operations. Similarly, Tekni-Plex incurred an
unrealized loss of $1.3 million for the comparable period of fiscal 2003.
ITEM 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our Chief Executive
officer and our Chief Financial Officer, after evaluating the adequacy and
effectiveness of the Company's "disclosure controls and procedures" (as defined
in Exchange Act Rules 13a-14(C) and 15-d-14(C)) as of a date (the "Evaluation
Date") within 90 days of the filing date of this quarterly report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequately and effectively designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.
(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our internal controls subsequent to the Evaluation Date.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings The Company is party to certain litigation in the
ordinary course of business, none of which the Company believes is
likely to have a material adverse effect on its consolidated financial
position or results of operations.
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Securities holders Not applicable
Item 5. Subsequent Events
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chairman and Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of Chairman and Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
18
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.
TEKNI-PLEX, INC.
May 10, 2004
By: /s/ F. Patrick Smith
--------------------------------------------
F. Patrick Smith
Chairman of the Board and
Chief Executive Officer
By: /s/ Kenneth W. R. Baker
--------------------------------------------
Kenneth W. R. Baker
President and Chief Operating Officer
By: /s/ James E. Condon
--------------------------------------------
James E. Condon
Vice President and Chief Financial Officer
19