SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: October 31, 1997 ___ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Transition Period From _______________to _______________ Commission File Number: 0-18252 ULTRA PAC, INC. (Exact name of Registrant as specified in its Charter) Minnesota 41-1581031 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 21925 Industrial Boulevard, Rogers, Minnesota 55374 (Address of principal executive offices) Zip Code (612) 428-8340 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _X_ Yes ___ No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock No Par Value 3,878,165 Class of Common Stock Shares outstanding as of November 19, 1997 ULTRA PAC, INC. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as of October 31, 1997 and January 31, 1997 3 Statements of Operations for the three and nine months ended October 31, 1997 and 1996 5 Statements of Cash Flows for the nine months ended October 31, 1997 and 1996 6 Notes to Interim Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 17 Ultra Pac, Inc. BALANCE SHEETS ASSETS October 31, January 31, 1997 1997 ----------- ----------- (unaudited) CURRENT ASSETS Cash $ 399,726 $ 663,072 Accounts receivable Trade, less allowance for doubtful receivables and sales discounts of $318,439 and $312,854 at October 31 and January 31, 1997, respectively 4,285,792 3,422,970 Refundable sales taxes 25,603 22,335 Inventories Raw materials 1,792,434 1,783,640 Work in process 1,550,012 1,379,856 Finished goods 4,263,117 3,708,934 Deferred income taxes 1,637,000 1,822,000 Other current assets 211,569 216,086 ----------- ----------- Total current assets 14,165,253 13,018,893 PROPERTY, EQUIPMENT AND IMPROVEMENTS Building and improvements 3,492,768 3,492,768 Manufacturing equipment and tooling 22,969,052 21,957,017 Extrusion equipment 12,376,870 12,355,550 Other equipment and furnishings 1,213,429 1,029,281 Leasehold improvements 987,896 957,738 ----------- ----------- 41,040,015 39,792,354 Less accumulated depreciation and amortization 15,896,755 12,851,061 ----------- ----------- 25,143,260 26,941,293 Deposits on manufacturing equipment 535,692 -- Land 737,317 737,317 ----------- ----------- 26,416,269 27,678,610 OTHER Security deposits 509,562 499,186 Leasehold costs less accumulated amortization of $66,917 and $48,667 at October 31 and January 31, 1997, respectively 298,083 316,333 Investments in affiliates 166,115 232,350 Other 183,142 283,215 ----------- ----------- 1,156,902 1,331,084 ----------- ----------- $41,738,424 $42,028,587 =========== =========== See accompanying notes to interim financial statements. Ultra Pac, Inc. BALANCE SHEETS - CONTINUED LIABILITIES AND SHAREHOLDERS' EQUITY October 31, January 31, 1997 1997 ----------- ----------- (unaudited) CURRENT LIABILITIES Current maturities of long-term obligations $ 5,129,668 $ 4,819,961 Accounts payable - principally trade 3,907,558 5,838,416 Accrued liabilities Compensation 1,320,872 1,140,975 Interest and other 1,038,310 883,638 Income taxes payable 199,645 65,465 ----------- ----------- Total current liabilities 11,596,053 12,748,455 LONG-TERM OBLIGATIONS, less current maturities 12,604,583 15,977,599 DEFERRED INCOME TAXES 2,360,000 1,775,000 SHAREHOLDERS' EQUITY Common stock - authorized, 10,000,000 shares of no par value; issued and outstanding, 3,877,165 and 3,814,015 at October 31 and January 31, 1997, respectively 8,011,208 7,784,972 Additional contributed capital 1,445,057 1,360,334 Retained earnings 5,721,523 2,382,227 ----------- ----------- 15,177,788 11,527,533 ----------- ----------- $41,738,424 $42,028,587 =========== =========== See accompanying notes to interim financial statements. Ultra Pac, Inc. STATEMENTS OF OPERATIONS (unaudited) Three months ended Nine months ended October 31, October 31, ---------------------------- ---------------------------- 1997 1996 1997 1996 ------------ ------------ ------------ ------------ Net sales $ 15,142,835 $ 14,305,170 $ 47,499,141 $ 49,035,997 Cost of goods sold 9,334,147 9,147,884 28,674,116 34,283,065 ------------ ------------ ------------ ------------ Gross profit 5,808,688 5,157,286 18,825,025 14,752,932 Operating expenses Marketing and sales 3,308,483 2,488,893 9,723,744 8,085,185 Administrative 814,395 752,399 2,386,802 2,073,649 ------------ ------------ ------------ ------------ 4,122,878 3,241,292 12,110,546 10,158,834 ------------ ------------ ------------ ------------ Operating profit 1,685,810 1,915,994 6,714,479 4,594,098 Other income (expense) Interest expense (379,369) (613,611) (1,336,452) (1,888,331) Write down of recycling equipment -- (50,000) -- (509,638) Equity in net loss of affiliate -- (42,635) (66,235) (69,635) Other (12,548) (109,675) 42,504 (334,920) ------------ ------------ ------------ ------------ (391,917) (815,921) (1,360,183) (2,802,524) ------------ ------------ ------------ ------------ Earnings before income taxes 1,293,893 1,100,073 5,354,296 1,791,574 Income tax provision 470,000 423,000 2,015,000 716,000 ------------ ------------ ------------ ------------ NET EARNINGS $ 823,893 $ 677,073 $ 3,339,296 $ 1,075,574 ============ ============ ============ ============ Earnings per common share $ 0.20 $ 0.18 $ 0.83 $ 0.28 ============ ============ ============ ============ Weighted average number of shares outstanding 4,086,532 3,795,364 4,031,140 3,784,700 ============ ============ ============ ============ See accompanying notes to interim financial statements. Ultra Pac, Inc. STATEMENTS OF CASH FLOWS (unaudited) Nine months ended October 31, -------------------------- 1997 1996 ----------- ----------- Increase (Decrease) in Cash Cash flows provided by operating activities Net earnings $ 3,339,296 $ 1,075,574 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,125,194 3,148,328 Amortization of warrants 43,589 48,430 Non cash compensation to employees 28,125 54,325 Write down of equipment -- 509,638 Gain on sale of equipment, net (250) (31,540) Equity in net loss of affiliates 66,235 69,635 Net deferred income taxes 770,000 644,000 Change in operating assets and liabilities: Accounts receivable (866,090) 2,591,541 Inventories (733,133) 2,454,247 Other current assets 4,517 15,248 Accounts payable (1,930,858) (3,981,990) Accrued liabilities 385,825 (73,245) Income taxes payable 134,180 32,465 ----------- ----------- Net cash provided by operating activities 4,366,630 6,556,656 Cash flows from investing activities Capital expenditures (1,846,353) (236,014) Proceeds from sale of assets 2,000 215,000 Security deposits and other 46,108 (15,104) ----------- ----------- Net cash used in investing activities (1,798,245) (36,118) Cash flows from financing activities Bank overdraft -- 216,403 Proceeds from long-term obligations -- 2,600,000 Principal payments under long term obligations (3,063,309) (9,694,147) Exercise of stock options 231,578 11,800 ----------- ----------- Net cash used in financing activities (2,831,731) (6,865,944) Net change in cash (263,346) (345,406) Cash at beginning of period 663,072 345,906 ----------- ----------- Cash at end of period $ 399,726 $ 500 =========== =========== See accompanying notes to interim financial statements. Ultra Pac, Inc. NOTES TO INTERIM FINANCIAL STATEMENTS October 31, 1997 (unaudited) (1) Basis of Presentation The interim financial statements presented herein are unaudited, but in the opinion of management reflect all adjustments necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Information as of January 31, 1997, was taken from the Company's Annual Report on Form 10-K for the year ended January 31, 1997. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended January 31, 1997. (2) Shareholders' Equity The following table summarizes stock option activity for the nine months ended October 31, 1997: Outside Grant Expiration Exercise Total 1996 1991 Directors Recipient Date Date Price Shares Plan Plan Plan Other -------------- ---------- --------------- --------- ---------- --------- -------- ---------- --------- OPTIONS OUSTANDING AS OF JANUARY 31, 1997 361,500 145,500 66,500 14,500 135,000 GRANTED COO March 1997 March 2002 $ 5.63 25,000 (1) - 25,000 - - Directors June 1997 June 2002 6.88 3,000 - - 3,000 - CEO July 1997 July 2002 9.25 20,000 20,000 - - - CFO July 1997 July 2002 9.25 10,000 10,000 - - - EXPIRED OR FORFEITED CFO - - - (2,000) - (2,000) Employees - - - (4,000) - (4,000) - - EXERCISED Employees - - 2.75-7.50 (44,350) (43,350) (1,000) - - -------- -------- ------- ------- ------- OPTIONS OUTSTANDING AS OF OCTOBER 31, 1997 369,150 132,150 84,500 17,500 135,000 ======== ======== ======= ======= ======= OPTIONS EXERCISABLE AS OF OCTOBER 31, 1997 284,150 122,150 84,500 17,500 60,000 ======== ======== ======= ======= ====== (1) Incentive stock option. At the time of employment, the Company's new Chief Operating Officer was issued compensation in the form of 5,000 shares of the Company's common stock. Ultra Pac, Inc. NOTES TO INTERIM FINANCIAL STATEMENTS October 31, 1997 (unaudited) (3) Recently Issued Accounting Standard During February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share." This pronouncement provides a different method of calculating earnings per share than is currently used in accordance with APB No. 15, "Earnings per Share." SFAS 128 provides for the calculation of basic and dilutive earnings per share. Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, similar to fully diluted earnings per share. SFAS 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997, and early adoption is not permitted. When adopted, the statement will require restatement of prior years' earnings per share. The Company will adopt this statement for its fourth quarter and year ending January 31, 1998. Assuming that SFAS 128 had been implemented, basic earnings per share would have been $.21 per share for the three months ended October 31, 1997, versus primary earnings per share of $.20 per share, as reported, and $.87 per share for the nine months ended October 31, 1997, versus primary earnings per share of $.83, as reported. Dilutive earnings per share would have been the same as reported primary earnings per share for the three and nine months ended October 31, 1997 and 1996. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Information THE FOLLOWING DISCUSSION CONTAINS CERTAIN STATEMENTS WHICH REFLECT THE COMPANY'S CURRENT EXPECTATIONS REGARDING FUTURE RESULTS OF OPERATIONS AND PERFORMANCE. WHEN USED IN THIS REPORT, THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS" AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER SIGNIFICANTLY FROM THOSE SET FORTH IN SUCH STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AS WELL AS ELSEWHERE IN THIS DOCUMENT AND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY IS NOT OBLIGATED TO UPDATE OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT NEW EVENTS OR CIRCUMSTANCES. Background Ultra Pac, Inc. designs, manufactures, markets and sells plastic containers and packaging to the food industry, including supermarkets, distributors of food packaging, wholesale bakery companies, fruit and vegetable growers, delicatessens, processors and retailers of prepared foods, and foodservice providers. The Company's packaging is primarily made from virgin and recycled polyethylene terephthalate ("PET") which the Company extrudes into plastic sheet and thermoforms into various shapes. Management believes that future sales and earnings could be affected by various factors. These include: supply and demand for PET raw material (including both virgin and recycled material) and the resulting impact on the Company's raw material costs; competitive pressures in the marketplace for the Company's products both from existing competitors and new entrants into the market place and from competitors who use lower-cost non-PET resins such as OPS (oriented polystyrene); weather conditions during the growing season of fresh produce and the resulting impact on the demand for plastic packaging, principally during the Company's first, second and third quarters; the Company's ability to estimate future sales and react to any significant unforeseen increases or decreases in sales and the impact on its fixed overhead cost structure including the possible need for significant capital expenditures; the cost and availability of suitably skilled employees; and the cost, availability and amount of debt financing. Results of Operations The following table sets forth, for the periods indicated, information derived from the Statements of Operations of the Company expressed as a percentage of net sales. Three Months Ended Nine Months Ended October 31, October 31, ------------- ------------- 1997 1996 1997 1996 ----- ----- ----- ----- Net sales 100.0% 100.0% 100.0% 100.0% Cost of products sold 61.7 64.0 60.4 69.9 ----- ----- ----- ----- Gross profit 38.3 36.0 39.6 30.1 Operating expenses Marketing and sales 21.8 17.4 20.5 16.5 Administrative 5.4 5.3 5.0 4.2 ----- ----- ----- ----- 27.2 22.7 25.5 20.7 ----- ----- ----- ----- Operating Profit 11.1 13.3 14.1 9.4 Other income (expense) Interest expense and other 2.6 5.4 2.9 4.7 Write down of recycling equipment -- 0.1 -- 1.0 ----- ----- ----- ----- 2.6 5.5 2.9 5.7 ----- ----- ----- ----- Earnings before taxes 8.5 7.8 11.2 3.7 Income tax provision 3.1 3.0 4.2 1.5 ----- ----- ----- ----- NET EARNINGS 5.4% 4.8% 7.0% 2.2% ===== ===== ===== ===== Net Sales: Net sales increased 5.9% from $14,305,170 to $15,142,835 for the three months ended October 31, 1997, as compared to the three months ended October 31, 1996, and decreased 3.1% from $49,035,997 to $47,499,141 for the nine months ended October 31, 1997, as compared to the nine months ended October 31, 1996. The increase in net sales for the third quarter was primarily due to strong sales of the Company's line of bakery containers, and to a lesser degree, food service products as well as the sale of plastic sheet to others. The above were offset in part by a decline in the sale of produce containers, and to a lesser degree, the sale of deli containers. The decrease in net sales during the nine months ended October 31, 1997, was primarily due to a decline in sales of the Company's produce containers, and to a lesser degree, its line of deli containers. While produce container sales in the first quarter were negatively impacted by the publicity surrounding the hepatitis alert related to frozen strawberries, sales of these containers have remained soft through the second and third quarters due to the Company's pricing and marketing strategies and market conditions. To be more competitive in the produce marketplace and to better serve its existing customers, the Company is establishing local warehousing and labeling facilities for its produce products in the growing regions of Florida and California during the fourth quarter of fiscal 1998 and the first quarter of fiscal 1999, respectively. In addition, the Company's sales were impacted by lower selling prices for its products, resulting from lower material costs throughout the industry. The above sales declines were offset in part by an increase in unit volume sales of the Company's line of bakery containers, and to a lesser degree, sales of food service containers and the sale of plastic sheet to others. The Company expects sales to increase slightly in the fourth quarter of fiscal 1998, as compared to the prior year, primarily as a result of continued strong sales of its bakery containers. In addition, the Company expects its sales to increase in fiscal 1999, as compared to fiscal 1998, as a result of strong bakery container sales and improved sales to the produce markets due to the establishment of its warehousing and labeling facilities in those markets. Gross Profit: Gross profit margins improved from 36.0% to 38.3% for the three months ended October 31, 1997, as compared to the three months ended October 31, 1996, and from 30.1% to 39.6% for the nine months ended October 31, 1997, as compared to the nine months ended October 31, 1996. The improvement in gross profit margins can be primarily attributed to lower prices of raw materials and, to a lesser extent, the sale of plastic sheet to others. Prices for virgin PET resin and recycled material declined dramatically during the second, third and fourth quarters of fiscal 1997, due in part, to increased capacity of refiners and lower market prices for paraxylene, a major component of PET resins. While these prices have increased slightly in fiscal 1998, material prices continue to remain near historic lows for the Company. The Company has a resin supply agreement through December 31, 1997, which provides for pricing to float with market conditions, subject to limits on the amount by which prices may increase, with no limit on price decreases. Under the current agreement, the Company is required to purchase minimum resin quantities which represent a major portion of its virgin PET resin needs. The Company is currently paying the maximum price allowable under this agreement. The Company is currently negotiating an agreement with this supplier for 1998. Since the installation of its fifth and sixth extrusion lines in fiscal 1996, the Company has been able to supply all its PET sheet needs. The cost of plastic sheet extruded by the Company has been significantly lower than the cost of plastic sheet purchased from outside sources. At various times, the Company's production requirements for plastic sheet have been less than its full production capacity. As a result of this excess capacity, the Company has also been extruding plastic sheet for other manufacturing firms. The Company expects that the above factors will continue to have a favorable impact on its gross margins as compared to the prior year. However, because sales for the last half of the year are expected to be lower than the first half of the year, and because its fixed overhead costs are relatively constant, the Company expects its gross margin percentage to decline slightly from the first half level. Gross margins have increased significantly in fiscal 1998 as compared to the same periods of fiscal 1997. The Company does not anticipate significant changes to gross margins during fiscal 1999 as compared to fiscal 1998. Operating Expenses: Marketing and sales expense increased from $2,488,893, or 17.4% of net sales, to $3,308,483, or 21.8% of net sales, during the three months ended October 31, 1997, as compared to the three months ended October 31, 1996, and increased from $8,085,185, or 16.5% of net sales, to $9,723,744, or 20.5% of net sales, during the nine months ended October 31, 1997, as compared to the nine months ended October 31, 1996. The increase was primarily attributable to increased freight costs and commissions, expressed in terms of both dollars and as a percentage of sales. The increase in commission expense resulted from an increase in commission rates, effective February 1997. Marketing and sales expense also increased as a result of the hiring of a Director of Sales and additional sales and marketing personnel primarily during the fourth quarter of fiscal 1997. The Company anticipates increases in marketing and sales expense during fiscal 1999 as compared to fiscal 1998, primarily due to operating costs related to the establishment of warehousing facilities in California and Florida. In October 1997, the Company signed a 10 year lease agreement for a 110,000 square foot warehouse facility in California. The minimum annual payments under this lease are $543,168 during years one through five and $602,784 during years six through ten. However, with the anticipation of increased sales in fiscal 1999, the Company expects sales and marketing expense, as a percentage of sales, to decline. Administrative expense increased from $752,399, or 5.3% of net sales, to $814,395, or 5.4% of net sales, during the three months ended October 31, 1997, as compared to the three months ended October 31, 1996, and increased from $2,073,649, or 4.2% of net sales, to $2,386,802, or 5.0% of net sales, during the nine months ended October 31, 1997, as compared to the nine months ended October 31, 1996. The increase was due primarily to an increase in depreciation expense resulting from a reduction in the estimated useful lives of the Company's computer hardware and software. The Company is currently implementing a new information system, which it expects to be completed during the first quarter of fiscal 1999. In addition, administrative salaries increased, as a result of the hiring of a Director of Management Information Systems and other administrative support personnel, primarily during the last half of fiscal 1997. Employee benefit costs also increased resulting from the reinstatement of the Company's practice of partially matching employee contributions to its 401(k) plan. Interest Expense and Other: Interest expense decreased from $613,611, or 4.3% of net sales, to $379,369, or 2.5% of net sales, for the three months ended October 31, 1997, as compared to the three months ended October 31, 1996, and decreased from $1,888,331, or 3.9% of net sales, to $1,336,452, or 2.8% of net sales, for the nine months ended October 31, 1997, as compared to the nine months ended October 31, 1996. The decrease was principally due to lower debt levels as well as lower interest rates. The Company anticipates a decrease in interest expense, expressed in terms of both dollars and as a percentage of sales, for the remainder of fiscal 1998, as compared to fiscal 1997, for the same reasons. In the second and third quarters of fiscal 1997, the Company recorded other expense of $509,638, resulting from the writedown of its recycling equipment to its net realizable value. Inflation: The Company believes inflation has not significantly affected its results of operations. Liquidity and Capital Resources Because the Company's business is highly capital intensive, it has traditionally relied heavily on bank and other debt financing to fund its capital requirements. While the Company expects to continue to rely on bank and other debt financing, it anticipates that its debt levels will continue to decrease slightly during fiscal 1998 due to its improved operating performance. As of October 31, 1997, the Company had borrowed $3,751,514 under its $8,000,000 revolving credit facility, leaving $4,248,486 potentially available. Pursuant to the Company's borrowing base formula, $3,870,714 of the $4,248,486 was available at October 31, 1997. In February 1997, the Company amended its credit facility and term note with its principal lender to reduce the interest rate differentials on its revolving credit facility and term note by one percentage point, to extend the maturity dates of both to May 31, 1999, and to reduce the amount available under the revolving credit facility by $1,500,000 to $8,000,000, reflecting the Company's decreased credit needs. During the nine months ended October 31, 1997, the Company has repaid $415,600 of deferred principal payments required under an April 1996 amended equipment note with one of its equipment lenders. The Company may be required to make additional payments, up to an aggregate maximum of $600,000, in advance of scheduled maturities on this note, dependent upon availability under the Company's revolving credit facility as determined on January 31 and April 30, 1998. The Company believes its existing revolving credit facility is adequate to support its operations through the term of such facility. Working capital increased from $270,438 on January 31, 1997, to $2,569,200 on October 31, 1997. This increase is primarily due to a decrease in accounts payable and increases in accounts receivable, inventories and deferred taxes, partially offset by increases in current maturities of long-term obligations and accrued liabilities. Accounts payable decreased from $5,838,416 on January 31, 1997, to $3,907,558 on October 31, 1997. Accounts receivable increased from $3,422,970 on January 31, 1997, to $4,285,792 on October 31, 1997. Inventories increased from $6,872,430 on January 31, 1997, to $7,605,563 on October 31, 1997. For the nine months ended October 31, 1997, $4,366,630 of cash was provided by operating activities as compared to $6,556,656 for the nine months ended October 31, 1996. The decrease was primarily due to increases in accounts receivable and inventories, and a decrease in accounts payable, partially offset by improved earnings. As of October 31, 1997, the Company had outstanding capital commitments of $2,988,000 for thermoforming equipment, molds, computer hardware and software and other equipment, and was reviewing $390,000 of additional capital expenditures. The Company anticipates that capital expenditures for fiscal 1998 will be approximately $3,000,000, as compared to $570,000 incurred in fiscal 1997. The Company believes the current level of production equipment and facilities, including its planned distribution facilities in California and Florida, plus the committed capital expenditures, should be sufficient to meet anticipated fiscal 1998 and 1999 requirements. The fiscal 1998 and 1999 expenditures will be financed from funds available through the Company's credit facility, capital expenditure term note facility and funds generated from operations. Seasonality of Sales and Operating Profits Historically, the Company's sales were highest during the third quarter and declined in the fourth quarter. Since the introduction of its line of produce containers during 1992, the percentage of the Company's sales occurring during the first two quarters has progressively increased and the Company expects this trend to continue. Because the Company's sales have historically declined during the fourth quarter while its fixed overhead costs have remained relatively constant, the Company's gross margins and operating profit have generally been lowest during the fourth quarter. The introduction of the Company's line of produce containers in 1992 has also impacted the third quarter gross margins and operating profit. Prices for virgin PET resin and recycled material increased significantly during fiscal 1996 and declined significantly in fiscal 1997, however the Company believes that as refiners have continued to expand capacity, the supply of PET has exceeded the increase in demand and there is a more stable pricing environment. As a result, the relationship of gross margins from quarter to quarter should be more consistent with historical results. PART II OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) List of Exhibits: 10.1 Lease Agreement with The Centurion Corporation, dated October 20, 1997 for Lot 26, Bert Drive, Hollister Business Park, Hollister, California 27 Financial Data Schedule (b) Reports on Form 8-K: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: December 15, 1997 ULTRA PAC, INC. By: /s/ Calvin Krupa Calvin Krupa Its: President and Chief Executive Officer /s/ Bradley Yopp Bradley Yopp Chief Financial Officer