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Pen Tab Industries Inc – ‘10-Q’ for 7/1/00

On: Wednesday, 8/23/00, at 5:14pm ET · For: 7/1/00 · Accession #: 950130-0-4655 · File #: 333-24519

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/23/00  Pen Tab Industries Inc            10-Q        7/01/00    2:47K                                    Donnelley R R & S… 02/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      20     92K 
 2: EX-27       Financial Data Schedule                                2      6K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Defaults upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements (Unaudited) Page Forward-Looking Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information Quantitative and Qualitative Disclosures About Market Risk Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements (Unaudited) Page
14	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
17	Forward-Looking Statements
18	Item 3. Quantitative and Qualitative Disclosures About Market Risk
19	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
United States 
Securities and Exchange Commission
Washington, D.C. 20549-1004 

Form 10-Q 

(x) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934 for the quarterly period ended July 1, 2000                         

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  333-24519 

Pen-Tab Industries, Inc.
(Exact name of registrant as specified in its charter)

  Delaware                                54-1833398
(State or other jurisdiction of                    (I.R.S.Employer  
 Incorporation or organization)                   Identification Number)

167 Kelley Drive
Front Royal, VA 22630 
Telephone: (540) 622-2000 
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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 periods that the registrant was    
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days.   Yes   X       No                           
                    -----        -----

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.  As of July 1, 2000, there were
outstanding 100 shares of common stock, $0.01 par value, all of which are       
privately owned and are not traded on a public market.                          

10-Q 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
PEN-TAB INDUSTRIES, INC.  
FORM 10-Q 
FOR THE QUARTER ENDED JULY 1, 2000  
INDEX 

PART I.  FINANCIAL INFORMATION                                                  

                                                        [Enlarge/Download Table]

         Item 1.  Financial Statements (Unaudited)                                Page
                                                                                  ----
                                                                                      
              a)  Consolidated Balance Sheets as of July 1, 2000                      
                  and January 1, 2000                                               1 

              b)  Consolidated Statements of Operations for the                       
                  quarters and six months ended July 1, 2000                          
                  and July 3, 1999                                                  2 

              c)  Consolidated Statements of Cash Flows for the                       
                  six months ended July 1, 2000 and July 3, 1999                    3 

              d)  Notes to Unaudited Condensed Consolidated Financial Statements    4 

         Item 2.  Management's Discussion and Analysis of Financial Condition         
                  and Results of Operations                                        12 

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk       16 

PART II.  OTHER INFORMATION                                                           

         Item 1.   Legal Proceedings                                               17 

         Item 2.  Changes in Securities                                            17 

         Item 3.  Defaults upon Senior Securities                                  17 

         Item 4.  Submission of Matters to a Vote of Security Holders              17 

         Item 5.  Other Information                                                17 

         Item 6.  Exhibits and Reports on Form 8-K                                 17 

SIGNATURE                                                                          18 


10-Q 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements 

Pen-Tab Industries, Inc.
Consolidated Balance Sheets 
(Dollars in Thousands)

                                                        [Enlarge/Download Table]
                                                                      July 1,          January 1,  
                                                                       2000             2000       
                                                                 ----------------   -------------- 
                                                                    (Unaudited)                    
                                                                                                   
Assets                                                                                             
Currents assets:                                                                                   
    Cash and cash equivalents                                            $     --         $    175 
    Accounts receivable (less allowances for discounts, credits                                    
     and doubtful accounts of $2,794 and $3,794, respectively)             56,972           21,353 
    Inventories, net                                                       48,342           45,015 
    Prepaid expenses and other current assets                               1,624              810 
    Deferred income taxes                                                   6,871            6,871 
                                                                 ----------------   -------------- 
      Total current assets                                                113,809           74,224 
                                                                 ----------------   -------------- 

Property, plant and equipment, net                                         40,235           42,307 
                                                                 ----------------   -------------- 
Intangibles:                                                                                       
    Debt issuance costs, net                                                3,622            3,454 
    Goodwill, net                                                          72,793           73,737 
                                                                 ----------------   -------------- 
       Total intangibles                                                   76,415           77,191 
                                                                 ----------------   -------------- 

      Total assets                                                       $230,459         $193,722 
                                                                 ================   ============== 

Liabilities and stockholder's equity:                                                              
Current liabilities:                                                                               
    Accounts payable and bank overdraft                                  $  7,242         $  6,211 
    Accrued expenses and other current liabilities                         15,975           10,556 
    Accrued interest on subordinated notes                                  3,283            3,065 
    Current portion of long-term debt                                     184,087           21,431 
    Current portion of capitalized lease obligation                           940              809 
                                                                 ----------------   -------------- 
      Total current liabilities                                           211,527           42,072 
                                                                 ----------------   -------------- 

Long-term debt                                                              5,943          134,456 
Capitalized lease obligation                                                5,907            6,473 
Deferred income taxes                                                       6,871            6,871 
                                                                 ----------------   -------------- 
      Total long-term liabilities                                          18,721          147,800 
                                                                 ----------------   -------------- 

Stockholder's equity:                                                                              
    Common Stock $.01 par value, 1,000 shares, authorized;                                         
      100 shares issued at July 1, 2000 and January 1, 2000                    --               -- 
    Additional capital                                                     39,209           39,209 
    Retained deficit                                                      (38,998)         (35,359)
                                                                 ----------------   -------------- 
Stockholder's equity                                                          211            3,850 
                                                                 ----------------   -------------- 

      Total liabilities and stockholder's equity                         $230,459         $193,722 
                                                                 ================   ============== 

See accompanying notes to unaudited condensed consolidated financial statements 

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Pen-Tab Industries, Inc.
Consolidated Statements of Operations 
Unaudited 
(Dollars in Thousands)

                                                        [Enlarge/Download Table]

                                                 Quarter Ended                         Six Months Ended          
                                     ------------------------------------  ------------------------------------- 
                                          July 1,             July 3,           July 1,              July 3,     
                                           2000                1999              2000                 1999       
                                     ----------------    ----------------  ----------------     ---------------- 
                                                                                                                 

Net sales (Note 7)                            $61,598             $56,746           $86,110              $82,706 
Cost of goods sold (Note 7)                    45,062              35,295            65,731               54,221 
                                     ----------------    ----------------  ----------------     ---------------- 
Gross profit                                   16,536              21,451            20,379               28,485 

Expenses:                                                                                                        
Selling, general and                                                                                             
   administrative                               9,144               7,192            14,959               13,087 
Amortization of goodwill                          473                 468               944                  937 
Interest expense, net                           5,545               4,693             9,947                8,271 
                                     ----------------    ----------------  ----------------     ---------------- 
        Total expenses                         15,162              12,353            25,850               22,295 
                                     ----------------    ----------------  ----------------     ---------------- 
Income (loss) from continuing                                                                                    
 operations before income taxes                 1,374               9,098            (5,471)               6,190 
Income taxes (benefit)                            678               3,603            (1,923)               2,487 
                                     ----------------    ----------------  ----------------     ---------------- 

Income (loss) from continuing                                                                                    
 operations                                       696               5,495            (3,548)               3,703 
Income (loss) from operations of                                                                                 
 discontinued segment, net of taxes                84                  44               (83)                (182)
                                     ----------------    ----------------  ----------------     ---------------- 
Net income (loss)                             $   780             $ 5,539           $(3,631)             $ 3,521 
                                     ================    ================  ================     ================ 


See accompanying notes to unaudited condensed consolidated financial statements 

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Pen-Tab Industries, Inc.
Consolidated Statements of Cash flows 
Unaudited 
(Dollars in Thousands)

                                                        [Enlarge/Download Table]

                                                                     Six Months Ended            
                                                        ---------------------------------------- 
                                                             July 1,                July 3,      
                                                              2000                   1999        
                                                        ---------------       ------------------ 
                                                                                                 
Operating activities                                                                             
Net income (loss)                                              $ (3,631)                $  3,521 
Adjustments to reconcile net income (loss) to net cash                                           
 used in operating activities:                                                                   
    Depreciation and amortization                                 3,137                    2,941 
    Amortization of goodwill                                        944                      938 
    Amortization of debt issuance costs                             630                      390 
    Deferred income taxes                                            --                   (1,681)
    Provision for losses on accounts receivable                     110                      580 
    Provision for sales allowances and credits                    1,406                    2,180 
    Changes in operating assets and liabilities:                                                 
        Accounts receivable                                     (37,135)                 (38,978)
        Inventories                                              (3,327)                 (12,784)
        Prepaid expenses and other current assets                  (814)                  (2,147)
        Accounts payable and bank overdraft                       1,031                    4,764 
        Accrued expenses and other current liabilities            5,419                    1,985 
        Accrued interest on subordinated notes                    4,296                     (156)
                                                        ---------------       ------------------ 
Net cash used in operating activities                           (27,934)                 (38,447)
                                                        ---------------       ------------------ 

Investing activities                                                                             
Purchase of equipment                                            (1,065)                  (1,874)
Debt issuance costs                                                (798)                      -- 
                                                        ---------------       ------------------ 
Net cash used in investing activities                            (1,863)                  (1,874)
                                                        ---------------       ------------------ 

Financing activities                                                                             
Proceeds from revolver borrowings                                60,500                   79,750 
Repayments of revolver borrowings                               (27,876)                 (15,750)
Principal payments on long-term debt                             (2,559)                  (2,809)
Principal payments on capitalized lease obligations                (435)                    (395)
Payment to Newell Co.                                                --                  (20,495)
Dividends to Pen-Tab Holdings                                        (8)                      -- 
                                                        ---------------       ------------------ 
Net cash provided by financing activities                        29,622                   40,301 
                                                        ---------------       ------------------ 

(Decrease) in cash and cash equivalents                            (175)                     (20)
Cash and cash equivalents at beginning of period                    175                       20 
                                                        ---------------       ------------------ 
Cash and cash equivalents at end of period               $           --        $              -- 
                                                        ===============       ================== 

See accompanying notes to unaudited condensed consolidated financial statements 

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Pen-Tab Industries, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements  
July 1, 2000
(Dollars in thousands)

1. Basis of Presentation, Description of Business, Recent Developments and      
Liquidity                                                                 

The accompanying unaudited consolidated financial statements of Pen-Tab         
Industries, Inc. have been prepared in accordance with generally accepted       
accounting principles applicable for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they  
do not include all of the information and footnotes required by generally       
accepted accounting principles for complete financial statements.  In the       
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating     
results for the quarter ended July 1, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 30, 2000.  All         
references to fiscal quarter refer to the 13-week periods ended July 1, 2000 and
July 3, 1999.  These financial statements should be read in conjunction with the
audited financial statements of Pen-Tab Industries, Inc. as of January 1, 2000  
and January 2, 1999 and for each of the three years in the period ended January 
1, 2000, included in the Company's Form 10-K (#333-24519) as filed with the     
Securities and Exchange Commission.                                             

On February 4, 1997, Pen-Tab Industries, Inc., a Virginia corporation, changed  
its name to Pen-Tab Holdings, Inc. ("Holdings").  On February 4, 1997 Holdings  
formed a wholly owned subsidiary called Pen-Tab Industries, Inc. (the           
"Company"), a Delaware corporation.  On February 4, 1997, the Company issued    
$75,000 10 7/8% Senior Subordinated Notes due 2007 and Holdings effected a      
recapitalization pursuant to which Holdings repurchased approximately 748 shares
of Class A common stock and 122 shares of Class B common stock from management  
shareholders for approximately $47,858, converted an additional 14 shares of    
Class A common stock and 358 shares of Class B common stock into redeemable     
preferred stock, and sold 37 shares of Class A common stock, 3 shares of Class B
common stock and 125,875 shares of redeemable preferred stock to outside        
investors for proceeds of approximately $15,010.  Holdings' shareholders        
concurrently approved an amendment to Holdings' articles of incorporation to    
increase the number of authorized shares to 8,352,500, consisting of 6,000,000  
shares of Class A Common Stock, par value $.01 per share, 2,000,000 shares of   
Class B Common Stock, par value $.01 per share, and 352,500 shares of redeemable
preferred stock.  Following completion of the above transactions, Holdings'     
shareholders approved a stock split pursuant to which each share of Holdings'   
Class A Common Stock and Class B Common Stock then outstanding was converted    
into 60,937.50 shares of such common stock.                                     

On August 20, 1998, the Company acquired all of the capital stock of Stuart Hall
Company, Inc. ("Stuart Hall").                                                  

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The Company, a wholly owned subsidiary of Holdings, is a leading manufacturer of
school, home and office supply products.  Its products include legal pads,      
wirebound notebooks, envelopes, school supplies, and arts and crafts products.  
The Company is a primary supplier of many national discount store chains, office
supply super stores, and wholesale clubs throughout the United States and       
Canada.  The Company, through Vinylweld L.L.C., is a leading designer and       
manufacturer of vinyl packaging products. Sales are made on open account and the
Company generally does not require collateral.                                  

Reclassification of amounts. Certain amounts for 1999 have been reclassified to 
reflect comparability with account classifications for 2000.                    

Management change.  On June 29, 1999, the Company appointed Marc English as     
Chief Executive Officer.  Mr. English was previously President and Chief        
Executive Officer of CSS Industries' Cleo unit, a consumer products company     
primarily engaged in the manufacturing and sale to mass-market retailers of     
seasonal gift-wrap products.  In addition, Mr. English has held marketing and   
sales management positions with other companies, including CPS Corp., also in   
the gift-wrap industry.   Mr. English replaced Mr. Hodes who resigned from the  
position as Chief Executive Officer of the Company.                             

Company Initiatives/Reorganization. On December 30, 1999, the Company approved a
plan to rationalize its manufacturing operations. The plan includes a plant     
consolidation, equipment moves, plant/product changes, and warehouse            
consolidation. The rationalization is expected to result in an approximate 20%  
reduction in manufacturing space. In the fourth quarter of 1999 the Company     
recognized a reorganization charge of $6,100 representing the Company's         
rationalization plan and included employee termination costs, including         
benefits, costs to exit facilities, lease termination costs, and property taxes 
after ceasing operations. The major undertakings of the rationalization plan are
expected to be completed during the fourth quarter of 2000.                     

On March 31, 2000, the Company decided to divest its vinyl packaging business   
segment, which operates as Vinylweld L.L.C.  The divestiture is anticipated to  
occur by the end of the first quarter of 2001.                                  

Covenant Violations/Amendments to Credit Facility/Note Holder Consent.  As a    
result of insufficient third quarter 1999 earnings, the Company was in default  
of a covenant based on EBITDA (earnings before interest, taxes, depreciation,   
amortization, and certain non-cash charges, as defined in the agreement) and    
cash interest and principal payments (fixed charge coverage ratio) for the      
twelve months ended October 2, 1999.  On November 16, 1999, the Company amended 
its credit facility to waive the fixed charge                                   

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coverage ratio covenant default. This amendment also provided that the interest 
rate increase by 0.625%.                                                        

As a result of insufficient fourth quarter 1999 earnings, the Company was in    
default of the fixed charge coverage ratio and the minimum net worth covenants, 
as defined in the agreement, at and for the twelve months ended January 1, 2000.
In addition, due to the earnings shortfall and Enterprise Resource Planning     
("ERP") system implementation issues which led to higher than expected          
inventories and accounts receivable collection delays, the Company was in       
default of the annual revolver clean up provision. The clean up provision       
requires the Company, for a period of not less than thirty days between         
September 30 and November 15, to reduce the outstanding balance on the revolver 
to $25,000 or less. The Company was also in default of the borrowing base       
formula, as defined in the agreement, whereby the balance outstanding on the    
revolver was in excess of the borrowing base formula computed amount. On March  
13, 2000, the Company amended its credit facility. The amendment (i) waived the 
defaults, (ii) revised the borrowing base definition to provide for an over     
advance of up to $16,500 for the period of March 1, 2000 through July 15, 2000, 
(iii) increased the interest rate by 0.875% plus another 0.50% during the over  
advance period, (iv) revised the annual clean up provision amount to $27,000    
from $25,000 and revised the clean up period to be between October 15 and       
January 15 from between September 30 and November 15, (v) revised the fixed     
charge coverage ratio to 1.00:1 (from 1.50:1) for the twelve month periods ended
March 31, 2000 and June 30, 2000 and to 1.50:1 (from 1.75:1) thereafter, (vi)   
limits capital expenditures to $2,000 for fiscal 2000 and (vii) requires total  
debt, as defined in the agreement, not to exceed $153,000 at June 30, 2000. The 
Company paid fees of $798 in conjunction with the Credit Facility amendment and 
will amortize such fees over the remaining life of the Credit Facility (March   
2000 through August 2001).                                                      

Subsequent to January 1, 2000, a major stockholder of Holdings purchased        
approximately 80% of the 10 7/8% Senior Subordinated Notes in the secondary     
market.                                                                         

Prior to the amendment discussed in the preceding paragraph and as a result of  
the covenant violations described above, the Company was not allowed to make the
required interest payment of approximately $4,000 due on February 1, 2000 to the
holders of the Company's $75,000 10 7/8% Senior Subordinated Notes due 2007.  As
a condition of the aforementioned amendment, the Company obtained consent from  
substantially all of the note holders to accept the February 1, 2000 interest   
payment in the form of new notes with a maturity date of January 15, 2005, in   
aggregate principal amount substantially equal to such interest payment, in lieu
of a cash payment.  As a result, the Company was deemed to have made the cash   
interest payment and simultaneously issued new notes to existing note holders in
exchange for such cash payment.                                                 

The Company did not make the required interest payment of approximately $4,000  
due on August 1, 2000 to the holders of the Company's $75,000 Senior            
Subordinated Notes due 2007.  The Company is currently engaged in discussions   
with the note holders of the 10 7/8% Senior Subordinated Notes regarding a      
restructure and conversion of such notes to non-cash interest bearing securities
or equity.                                                                      

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However, no assurance can be given that such restructuring or conversion will   
take place. If the Company is unable to implement such restructuring or         
conversion or to cure the default under the 10 7/8% Senior Subordinated Notes,  
then it would have a material adverse effect on the Company.                    

As a result of insufficient second quarter 2000 earnings, the Company is in     
default of covenants based on EBITDA (earnings before interest, taxes,          
depreciation, amortization, and certain non-cash charges, as defined in the     
agreement) and cash interest and principal payments (fixed charge coverage      
ratio) for the twelve months ended July 1, 2000. In addition, the Company is in 
default of the total debt covenant at July 1, 2000. The Company is in discussion
with its senior lenders to obtain waivers for the above noted covenant          
violations. However, no assurance can be given that the Company will be able to 
obtain such waivers. If the Company is unable to obtain such waivers, it would  
have a material adverse effect on the Company.                                  

As a result of the above, the outstanding balances of the Credit Facility and   
Senior Subordinated Notes are classified as current liabilities on the          
consolidated balance sheet as of July 1, 2000 based on the covenant violations  
and/or cross default provision. If waivers or amendments had been               
obtained, $48,750 of the Credit Facility and $79,078 of the Senior Subordinated 
Notes would have been classified as long term liabilities on the consolidated   
balance sheet as of July 1, 2000.                                               

2. Recently Issued Pronouncements                                               

The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin   
(SAB) No. 101, Revenue Recognition in Financial Statements. Companies may adopt 
a change in accounting principle to comply with the SAB no later than the fourth
quarter of the fiscal year beginning after December 15, 1999. The financial     
statement impact , if any, of adopting SAB 101 has yet to be determined by the  
Company's management.                                                           

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3. Inventories                                                                  

Inventories consist of the following:                                           

                                                                [Download Table]

                     July 1,        January 1, 
                      2000            2000     
                 --------------  --------------
                                               
Raw materials           $14,079         $17,858
Work-in-process           3,499           1,792
Finished goods           29,321          23,922
LIFO reserve              1,443           1,443
                 --------------  --------------
                        $48,342         $45,015
                 ==============  ==============

An actual valuation of inventory under the LIFO method can be made only at the  
end of each year based on the inventory levels and costs at that time.          
Accordingly, interim LIFO calculations are necessarily based on management's    
estimates of expected year-end inventory levels and costs.  Because these are   
subject to many forces beyond management's control, interim results are subject 
to the final year-end LIFO inventory valuation.                                 

4. Property, Plant and Equipment                                                

Property, plant and equipment consisted of the following:                       

                                                        [Enlarge/Download Table]
                                                         July 1,           January 1,
                                                           2000               2000   
                                                         ----------        ----------
                                                                                     
Land and buildings                                        $16,279            $16,244 
Machinery and equipment                                    42,710             42,601 
Furniture and fixtures                                      4,650              3,729 
Leasehold improvements                                      1,504              1,504 
                                                 ----------------   ---------------- 
                                                           65,143             64,078 
Less: accumulated depreciation and amortization            24,908             21,771 
                                                 ----------------   ---------------- 
                                                          $40,235             42,307 
                                                 ================   ================ 


5. Accrued Expenses and Other Current Liabilities                               

Accrued expenses and other current liabilities consist of the following:        

                                                                [Download Table]

                                          July 1,            January 1,    
                                           2000                 2000       
                                   -------------------  -------------------
                                                                           
Accrued compensation and benefits              $ 1,516              $   632
Accrued reorganization costs                     5,251                5,932
Accrued sales programs                           5,452                2,538
Accrued interest                                 1,644                  348
Other accrued expenses                           2,112                1,106
                                   -------------------  -------------------
                                               $15,975              $10,556
                                   ===================  ===================


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6. Long-Term Debt                                                               

Long-term debt consist of the following:                                        

                                                                [Download Table]
                                             July 1,        January 1,  
                                              2000            2000      
                                      ----------------  ----------------
                                                                        
Credit Facility:                                                        
    Revolver                                  $ 74,124          $ 41,500
    Term Loan                                   29,500            30,750
Senior Subordinated Notes, due 2007             75,000            75,000
Senior Subordinated Notes, due 2005              4.078                --
Industrial development revenue bonds             6,300             6,700
Equipment notes payable                          1,028             1,937
Capital lease obligations                        6,847             7,282
                                      ----------------  ----------------
                                               196,877           163,169
Less:  current portion                         185,027            22,240
                                      ----------------  ----------------
                                              $ 11,850          $140,929
                                      ================  ================

In conjunction with the acquisition of Stuart Hall on August 20, 1998, the      
Company entered into a $135,000 Credit Facility ("Credit Facility") with Bank of
America, which expires on August 20, 2001.  The Credit Facility includes a      
$100,000 revolver and a $35,000 term loan.  The $35,000 term loan has aggregate 
maturities as follows: 1998 $750; 1999 $3,500; 2000 $5,500; 2001 $25,250.  The  
$100,000 revolver portion of the Credit Facility provides for advances based    
upon a borrowing base comprised of specified percentages of eligible accounts   
receivable and inventory.  During March 1, 2000 through July 15, 2000 the       
borrowing base includes an overadvance of up to $16,500.  The interest rate per 
annum applicable to the Credit Facility is the prime rate, as announced by the  
Bank plus 1.75% or at the Company's option, the Eurodollar rate plus 3.5%.      
During an overadvance period the interest rate is increased by 0.50%.  The      
Company is required to pay a commitment fee of 0.65% on the unused portion of   
the $100,000 revolver.  Under the terms of the Credit Facility, the Company is  
required to maintain certain financial ratios relating to cash flow (fixed      
charge coverage ratio, minimum EBITDA threshold and capital expenditure limit), 
annually reduce the principal balance of the revolver to $27,000 for thirty     
consecutive days during the period between October 15 and January 15, limit     
total debt, as defined in the agreement, to $153,000 at June 30, 2000 and       
restrict the amount of dividends that can be paid during the year.  Except as   
noted below, all assets of the company are pledged as collateral for balances   
owing under the Credit Facility. See Note 1 for discussion of covenant          
violations.                                                                     

The 10 7/8% Senior Subordinated Notes are due in 2007. The Indenture contains   
certain covenants that, among other things, limit the ability of the Company to 
incur additional indebtedness. During November 1997, the Company entered into a 
swap agreement, which expires February, 2002, to swap its fixed rate of payment 
on $75,000 of the 10 7/8% Senior Subordinated Notes for a floating rate payment.
The floating rate is based upon a basket of the LIBORS of three countries plus a
spread, and is capped at 12.5%. The interest rate resets every six months and at
July 1, 2000, the Company's effective interest rate under the swap agreement was
10.879%. The Company can terminate the transaction on any interest reset date at
the then current fair                                                           
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market value of the swap instrument. A 1.0% change in the effective interest    
rate would result in a $700 change in interest expense. See Note 1 for          
discussion of covenant violations.                                              

As a condition of the March 13, 2000 amendment to the Credit Facility, the      
Company obtained consent from substantially all of the note holders of the      
$75,000 10 7/8% Senior Subordinated Notes, to accept the February 1, 2000       
interest payment in the form of new notes with a maturity date of January 15,   
2005, in aggregate principal amount substantially equal to such interest        
payment, in lieu of a cash payment. As a result, the Company was deemed to have 
made the cash interest payment and simultaneously issued new notes to existing  
note holders in exchange for such cash payment. See Note 1 for discussion of    
covenant violations.                                                            

The industrial development revenue bonds represent 20-year tax-exempt bonds     
issued through the Town of Front Royal and the County of Warren, Virginia on    
April 1, 1995.  Interest is paid monthly, and is calculated using a floating    
rate determined every 7 days with reference to a tax-exempt bond index (4.85% as
of July 1, 2000 plus a bank letter of credit fee of 4.00%).  The industrial     
development revenue bonds are subject to a mandatory sinking fund redemption,   
which commenced April 1, 1998, under which Pen-Tab is required to make 17 annual
installments of $400, with a final installment of $700, due in 2015.  Repayment 
is collateralized by a bank standby letter of credit in the amount of $6,385 and
a first security interest in Pen-Tab's land and buildings in Front Royal,       
Virginia.  The bonds may be redeemed at the option of Pen-Tab, in whole or in   
part, on any interest payment date.                                             

The Company has a series of equipment notes payable with CIT Group/Equipment    
Financing Inc.  The notes bear interest at various fixed amounts from 8.95% to  
10.85% and mature at various dates through 2001.  The aggregate maturities are  
as follows: 2000 $986; 2001 $902.                                               

As a result of the covenant and/or cross default violations described in detail 
in Note 1, the outstanding balances of the Credit Facility and Senior           
Subordinated Notes have been classified as current obligations on the           
consolidated balance sheet as of July 1, 2000. If waivers or amendments had been
obtained, $48,750 of the Credit Facility and $79,078 of the Senior Subordinated 
Notes would have been classified as long term liabilities on the consolidated   
balance sheet as of July 1, 2000.                                               

7. Changes in Estimates                                                         

As of January 1, 2000, management used its best estimate to establish reserves  
for sales allowances incurred and liabilities for earned customer programs      
totaling $6,094.  During the six months ended July 1, 2000, actual sales        
allowance and program credits issued relating to periods prior to January 2,    
2000, exceeded the $6,094 by approximately $2,000; which is shown as a reduction
in net sales on the consolidated statement of operations for the six months     
ended July 1, 2000.                                                             

In addition, management underestimated certain other liabilities relating to    
inventory, as of January 1, 2000, by approximately $370, which is shown as an   
increase in cost of goods sold and a decrease in gross profit on the            
consolidated statement of operations for the six months ended July 1, 2000.     

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8. Segment Information                                                          

The Company operates in two business segments consisting of school, home and    
office products, and vinyl packaging products.  The following table provides    
certain financial data regarding these two segments.                            

                                                                [Download Table]


                                 School, Home      Vinyl                    
                                  And Office      Packaging                 
                                   Products       Products         Total    
                                -------------  --------------   ------------
                                                                            
Six months ended July 1, 2000                                               
Net sales (external customers)       $ 86,110          $4,373       $ 90,483
Operating earnings (loss)               4,476            (390)         4,086
Interest income (expense), net          9,947              (3)         9,944
Identifiable assets                   227,309           3,150        230,459
Depreciation and amortization           4,559             152          4,711
Capital expenditures                      969              96          1,065

Six months ended July 3, 1999                                               
Net sales (external customers)       $ 82,706          $4,201       $ 86,907
Operating earnings (loss)              14,461            (183)        14,278
Interest income (expense), net          8,271              (2)         8,269
Identifiable assets                   228,208           3,814        232,022
Depreciation and amortization           4,148             121          4,269
Capital expenditures                    1,596             278          1,874

For the purposes of the segment information provided above, operating earnings  
are defined as net sales less related cost of goods sold, selling, general and  
administration expenses and amortization of goodwill.  Inter-segment sales are  
immaterial.                                                                     

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                                   

RESULTS OF OPERATIONS                                                           

Net sales for the quarter ended July 1, 2000 increased by $4.9 million or 8.6%  
to $61.6 million from $56.7 million for the quarter ended July 3, 1999.  Net    
sales for the six months ended July 1, 2000 increased by $3.4 million or 4.1% to
$86.1 million from $82.7 million for the six months ended July 3, 1999.  The    
increase in net sales for the quarter and six months ended July 1, 2000 was due 
to price increases in paper based products partially offset by price decreases  
in non-paper related products and by additional sales allowances and program    
credits totaling approximately $2.0 million that related to the fiscal 2000     
sales that negatively impacted the quarter and six months ended July 1, 2000.   

Gross profit for the quarter ended July 1, 2000 decreased $5.0 million or 22.9% 
to $16.5 million from $21.5 million for the quarter ended July 3, 1999.  Gross  
profit for the six months ended July 1, 2000 decreased $8.1 million or 28.5% to 
$20.4 million from $28.5 million for the six months ended July 3, 1999. The     
decrease in the gross profit percentage for the quarter and six months ended    
July 1, 2000 is principally attributable to: (i) the Company experienced gross  
profit percentage erosion in "Back to School" basic commodity paper products and
"Back to School" nylon/softside value added products.  Direct foreign import    
sourcing by major retailers of both basic commodity paper products and          
nylon/softside value added products and foreign competition in general were     
major factors impacting the gross profit percentage erosion of these product    
categories.  In addition, nylon/softside products selling prices continue to be 
driven down by the major retailers' direct import activities and their efforts  
to keep retail price points low, as well as the maturation of the product       
category.  (ii) An unfavorable shift in product mix.  For the six months ended  
July 1, 2000, differentiated higher margin product sales represented            
approximately 52% of sales as compared to approximately 54% for the six months  
ended July 3, 1999. (iii) Lower recovery, by approximately $1.0 million, on     
close out sales during the first six months of 2000 versus the first six months 
of 1999. (iv) Additional sales allowances and program credits totaling          
approximately $2.0 million that related to fiscal 1999 sales that negatively    
impacted the quarter and six months ended July 1, 2000, (see Note 7). (v)       
Certain costs related to inventory of approximately $370, which pertained to the
year ended January 1, 2000, increased cost of goods sold and decreased gross    
profit for the six months ended July 1, 2000, (see Note 7).                     

SG&A expenses for the quarter ended July 1, 2000 increased $1.9 million to $9.1 
million or 14.8% of net sales from $7.2 million or 12.7% of net sales for the   
quarter ended July 3, 1999. SG&A expenses for the six months ended July 1, 2000 
increased $1.9 million to $15.0 million or 17.4% of net sales from $13.1 million
or 15.8% of net sales for the six months ended July 3, 1999. The increase is    
due, in part, to an increased level of spending within the sales, marketing and 
distribution areas, necessary to support current and future product and customer
demands. In addition, personnel and other related spending increased in the     
information technology areas, which is necessary in order to keep pace with the 
demands of information technology related to the customers and markets in which 
the Company competes.                                                           

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Amortization of goodwill for the quarter and six months ended July 1, 2000      
remained flat at $0.5 and $0.9 million, respectively from the quarter and six   
months ended July 3, 1999.                                                      

Interest expense for the quarter ended July 1, 2000 increased by $0.8 million to
$5.5 million from $4.7 million for the quarter ended July 3, 1999.  Interest    
expense for the six months ended July 1, 2000 increased by $1.6 million to $9.9 
million from $8.3 million for the six months ended July 3, 1999. The increase is
primarily due to the increase in interest rates on the revolver and term loan   
associated with the March 13, 2000 amendment to the Credit Facility, and        
increases to LIBOR and the prime rate.                                          

LIQUIDITY AND CAPITAL RESOURCES                                                 

Net cash used in operating activities for the six months ended July 1, 2000 is  
$27.9 million as compared to $38.4 million for the six months ended July 3,     
1999.  The decrease in cash used is related primarily to inventory reduction    
activities implemented during 2000.                                             

Net cash used in investing activities for the six months ended July 1, 2000 and 
July 3, 1999 is $1.9 million.                                                   

Net cash provided by financing activities for the six months ended July 1, 2000 
is $29.6 million compared to $40.3 million for the six months ended July 3,     
1999.  The decrease in cash provided is primarily due to lower borrowings on the
revolver for the six months ended July 1, 2000.                                 

Company Initiatives/Reorganization. Under the leadership of Marc English, the   
Company performed a review of all operations with the goals of increasing market
share, streamlining operations, reducing debt and increasing profitability.     

On December 30, 1999, the Company approved a plan to rationalize its            
manufacturing operations. The plan includes a plant consolidation, equipment    
moves, plant/product changes, and warehouse consolidation. The rationalization  
is expected to result in an approximate 20% reduction in manufacturing space. In
the fourth qurter of 1999 the Company recognized a reorganization charge of     
$6,100 representing the Company's rationalization plan and included employee    
termination costs, including benefits, costs to exit facilities, lease          
termination costs, and property taxes after ceasing operations. The major       
undertakings of the rationalization plan are expected to be completed during the
fourth quarter of 2000. Upon full implementation, the plan is expected to have a
significant positive effect on the Company's financial performance, resulting in
an estimated annualized cost savings of approximately $3,000.                   

As a result of insufficient third quarter 1999 earnings, the Company was in     
default of a covenant based on EBITDA (earnings before interest, taxes,         
depreciation, amortization, and certain non-cash charges, as defined in the     
agreement) and cash interest and principal payments (fixed charge coverage      
ratio) for the twelve months ended October 2, 1999.  On November 16, 1999, the  
Company amended its credit facility to waive the fixed charge coverage ratio    
covenant default.  This amendment also provided that the interest rate increase 
by 0.625%.                                                                      

As a result of insufficient fourth quarter 1999 earnings, the Company was in    
default of the fixed charge coverage ratio covenant and the minimum net worth   
covenant, as defined in the agreement, at and for the twelve months ended       
January 1, 2000. In addition, due to the earnings shortfall and Enterprise      
Resource Planning ("ERP") system implementation issues which led to higher than 
expected inventories and accounts receivable collection delays, the Company was 
in default of the annual revolver clean up provision. The clean up provision    
requires the Company, for a period of not less than thirty days between         
September 30 and November 15, to reduce the outstanding balance on the revolver 
to $25 million or less. The Company was also in default of the borrowing base   
formula, as defined in the agreement, whereby the balance outstanding on the    
revolver was in excess of the                                                   

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borrowing base formula computed amount. On March 13, 2000, the Company amended  
its credit facility. The amendment (i) waived the defaults, (ii) revised the    
borrowing base definition to provide for an over advance of up to $16.5 million 
for the period of March 1, 2000 through July 15, 2000, (iii) increased the      
interest rate by 0.875% plus another 0.50% during the over advance period, (iv) 
revised the annual clean up provision amount to $27 million from $25 million and
revised the clean up period to be between October 15 and January 15 from between
September 30 and November 15, (v) revised the fixed charge coverage ratio to    
1.00:1 (from 1.50:1) for the twelve month periods ended March 31, 2000 and June 
30, 2000 and to 1.50:1 (from 1.75:1) thereafter, (vi) limits capital            
expenditures to $2 million for fiscal 2000 and (vii) requires total debt, as    
defined in the agreement, not to exceed $153 million at June 30, 2000. The      
Company paid fees of $0.8 million in conjunction with the Credit Facility       
amendment and will amortize such fees over the remaining life of the Credit     
Facility (March 2000 through August 2001).                                      

Subsequent to January 1, 2000, a major stockholder of Holdings purchased        
approximately 80% of the 10.875% Senior Subordinated Notes in the secondary     
market.                                                                         

Prior to the amendment discussed in the preceding paragraph and as a result of  
the covenant violations described above, the Company was not allowed to make the
required interest payment of approximately $4 million due on February 1, 2000 to
the holders of the Company's $75 million 10.875% Senior Subordinated Notes due  
2007.  As a condition of the aforementioned amendment, the Company obtained     
consent from substantially all of the note holders to accept the February 1,    
2000 interest payment in the form of new notes with a maturity date of January  
15, 2005, in aggregate principal amount substantially equal to such interest    
payment, in lieu of a cash payment.  As a result, the Company was deemed to have
made the cash interest payment and simultaneously issued new notes to existing  
note holders in exchange for such cash payment.                                 

The Company did not make the required interest payment of approximately $4      
million due on August 1, 2000 to the holders of the Company's $75 million Senior
Subordinated Notes due 2007. The Company is currently engaged in discussions    
with the note holders of the 10.875% Senior Subordinated Notes regarding a      
restructure and conversion of such notes to non-cash interest bearing securities
or equity. However, no assurance can be given that such restructuring or        
conversion will take place. If the Company is unable to implement such          
restructuring or conversion or to cure the default under the 10.875% Senior     
Subordinated Notes, then it would have a material adverse effect on the Company.

As a result of insufficient second quarter 2000 earnings, the Company is in     
default of covenants based on EBITDA (earnings before interest, taxes,          
depreciation, amortization, and certain non-cash charges, as defined in the     
agreement) and cash interest                                                    

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and principal payments (fixed charge coverage ratio) for the twelve months ended
July 1, 2000. In addition, the Company is in default of the total debt covenant 
at July 1, 2000. The Company is in discussions with its senior lenders to obtain
waivers for the above noted covenant violations. However, no assurance can be   
given that the Company will be able to obtain such waivers. If the Company is   
unable to obtain such waivers, it would have a material adverse effect on the   
Company.                                                                        

As a result of the covenant and/or cross default violations described in detail 
in Note 1, the outstanding balances of the Credit Facility and Senior           
Subordinated Notes have been classified as current obligations on the           
consolidated balance sheet as of July 1, 2000. If waivers or amendments had been
obtained, $48,750 of the Credit Facility and $79,078 of the Senior Subordinated 
Notes would have been classified as long term liabilities on the consolidated   
balance sheet as of July 1, 2000.                                               

The Company's ability to fund near term anticipated capital expenditures and    
working capital requirements is contingent upon obtaining the waivers for the   
above noted covenant violations. HOwever, no assurance can be given that the    
Company will be able to obtain such waivers. If the Company was unable to obtain
such waivers, it would have a material adverse effect on the Company. The       
Company's ability to meet its long-term debt obligations will be dependant on   
the Company executing its business plan, which will be subject to general       
economic conditions and other factors, some of which may be beyond the Company's
control. The majority of the debt of the Company bears interest at floating     
rates; therefore, its financial condition is and will continue to be affected by
changes in prevailing interest rates.                                           

SEASONALITY AND KNOWN TRENDS                                                    

The Company experiences seasonality in its business operations.  During the     
Company's second and third quarters, net sales are higher that the first and    
fourth quarters due to sales of back-to-school products.                        

FORWARD-LOOKING STATEMENTS                                                      

Written reports and oral statements made from time to time by the Company       
contain "forward-looking statements." Forward looking statements can be         
identified by the fact that they do not relate strictly to historical or current
facts and by their use of words such as "goals", "expects", "plans", "believes",
"estimates", "forecasts", "projects", "intends", and other words of similar     
meaning. Such statements are likely to address the Company's earnings, return on
capital, capital expenditures, project implementation, production growth, sales 
growth and expense reductions. They are based on management's then-current      
information, assumptions, plans, expectations, estimates and projections about  
their industry. However, such statements are not guarantees of future           
performance, and actual results and outcomes may differ materially from what is 
expressed depending on a variety of factors, many of which are outside of the   
Company's control.                                                              

Among the factors that could cause actual outcomes or results to differ         
materially from what is expressed in these forward-looking statements are       
changes in the demand for, supply of, and market price of paper, changes in     
economic conditions, changes in the availability and/or price of paper,         
significant changes in rates of interest, inflation, or taxes, changes in Pen-  
Tab's relationship with its employees and the potential adverse effects if labor
disputes or grievances were to occur and changes in accounting principles.      

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

The Company's market risk is impacted by changes in interest rates, certain     
commodity prices, namely paper and global competition. The Company attempts to  
mitigate these risks by distinguishing itself from offshore competition by      
providing innovative, value-added products, customer specific programs and      
licensed product lines. The Company does not currently hold or issue derivative 
instruments for trading or hedging purposes related to commodity price          
fluctuations.                                                                   

The Company has market risk related to interest rate exposure on its Credit     
Facility and swap agreement. Interest rate swaps may be used to adjust interest 
rate exposure when appropriate.                                                 

Based on the Company's overall commodity price and interest rate exposure at    
July 1, 2000, management believes that a short-term change in any of the        
exposures will not have a material effect on the consolidated financial         
statements of the Company.                                                      

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                       

Not applicable                                                  

Item 2. Changes in Securities                                                   

Not applicable                                                  

Item 3. Defaults upon Senior Securities                                         

   The Company is in default under its Credit Facility and its 10 7/8%
Senior Subordinated Notes. See Note 1 to the unaudited financial
statements included herein.                                     

Item 4. Submission of Matters to a Vote of Security Holders                     

Not applicable                                                  

Item 5. Other Information                                                       

Not applicable                                                  

Item 6. Exhibits and Reports on Form 8-K                                        

a.)   Exhibits                                                  

            Financial Data Schedule (filed only electronically with the SEC)

b.)   Reports on Form 8-K                                       

        Form 8-K filed on January 28, 2000, announcing the Company's
             inability to make the interest payment due on February 1, 2000 on
the 10 7/8% Senior Subordinated Notes.              

          Form 8-K filed on March 13, 2000, announcing the intent of the
       Company to obtain consent from the note holders to make the
       February 1, 2000 interest payment in the form of new notes.

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Signature 

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
registrant has duly caused this report on Form 10-Q for the quarter ended July  
1, 2000 to be signed on its behalf by the undersigned thereunto duly authorized.

                        Pen-Tab Industries, Inc.
            (Registrant)

Date                                    By: /s/ William Leary                   
----                                    ---------------------                   
August 23, 2000                                 William Leary                   
                               Vice President, Chief Financial
                          and Administrative Officer
                                (principal financial officer and
                   accounting officer)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	1/15/05	8	16
	8/20/01	11
	12/30/00	6
Filed on:	8/23/00	20
	8/1/00	8	16
	7/15/00	8	16
For Period End:	7/1/00	1	20	NT 10-Q
	6/30/00	8	16
	3/31/00	7	16
	3/13/00	8	19	8-K
	3/1/00	8	16
	2/1/00	8	19
	1/28/00	19		8-K
	1/2/00	12
	1/1/00	3	16	10-K405, NT 10-K
	12/30/99	7	15
	12/15/99	9
	11/16/99	7	15
	10/2/99	7	15	10-Q
	7/3/99	6	15	10-Q
	6/29/99	7
	1/2/99	6		10-K405
	8/20/98	6	11	8-K
	4/1/98	12
	2/4/97	6
	4/1/95	12
				List all Filings

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Pen Tab Industries Inc – ‘10-Q’ for 7/1/00

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