SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 December 31, 1996 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: 0-23474 Triple S Plastics, Inc. (Exact name of registrant as specified in its charter) Michigan 38-1895876 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 14320 Portage Road, Vicksburg, Michigan 49097-0905 (Address of principal executive offices) (Zip Code) (616) 649-0545 (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. Yes X No _____ The registrant had 3,736,000 shares of common stock outstanding as of December 31, 1996. TRIPLE S PLASTICS, INC. INDEX Page No. Part I. Financial Information Item 1. Condensed Financial Statements Condensed Balance Sheets - 3 December 31, 1996 and March 31, 1996 Condensed Statements of Income - Three Months and 4 Nine Months Ended December 31, 1996 and 1995 Condensed Statements of Cash Flows - 5 Nine Months Ended December 31, 1996 and 1995 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 10 TRIPLE S PLASTICS, INC. CONDENSED BALANCE SHEETS (in thousands) (Unaudited) December 31 March 31 1996 1996 ASSETS Current Assets: Cash and cash equivalents $ 1,673 $ 1,382 Accounts receivable, less allowance of $280 and $250 for possible losses 9,424 9,637 Inventories (Note 2) 5,502 4,718 Other 377 571 ---------- ---------- Total Current Assets 16,976 16,308 Property, Plant and Equipment (Note 3) 34,991 32,998 Less accumulated depreciation and amortization 10,083 8,070 ---------- ---------- Net Property, Plant and Equipment 24,908 24,928 Other: Cash restricted for capital expenditures (Note 3) 3,744 3,827 Goodwill, net of accumulated amortization of $421 and $393 727 755 Miscellaneous 293 332 ---------- ---------- Total Other Assets 4,764 4,914 ---------- ---------- $ 46,648 $ 46,150 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Note payable to bank __ $ 998 Accounts payable $ 3,845 2,170 Accrued compensation 881 997 Deferred mold revenue 947 866 Other accrued expenses 403 635 Current maturities of long-term debt (Note 3) 1,103 1,081 ---------- ---------- Total Current Liabilities 7,179 6,747 Long-Term Debt, less current maturities (Note 3) 7,960 8,747 Deferred Income Taxes 1,675 1,675 ---------- ---------- Total Liabilities 16,814 17,169 Shareholders' Equity: Preferred stock, no par value, 1,000 shares authorized, none issued -- -- Common stock, no par value, 10,200 shares authorized, 3,736 and 3,729 shares issued and outstanding 14,404 14,370 Retained earnings 15,430 14,611 ---------- ---------- Total Shareholders' Equity 29,834 28,981 ---------- ---------- $ 46,648 $ 46,150 ========== ========== See accompanying notes to financial statements. TRIPLE S PLASTICS, INC. CONDENSED STATEMENTS OF INCOME (Unaudited) (in thousands) Three Months Nine Months Ended Ended December 31 December 31 1996 1995 1996 1995 Net Sales $ 15,766 $ 14,242 $ 46,998 $ 45,305 Cost of Sales 13,679 12,181 39,779 37,574 -------- --------- --------- --------- Gross Profit 2,087 2,061 7,219 7,731 Operating Expenses: Administrative and general 1,274 1,217 4,431 3,748 Selling 438 471 1,265 1,399 -------- --------- --------- --------- Total Operating Expenses 1,712 1,688 5,696 5,147 -------- --------- --------- --------- Operating Income 375 373 1,523 2,584 Interest Expense (Income): Interest expense 136 145 437 351 Interest income (59) (39) (178) (139) -------- --------- --------- --------- Total Interest Expense 77 106 259 212 Income Before Income Taxes 298 267 1,264 2,372 Income Taxes 105 106 445 832 -------- --------- --------- --------- Net Income $ 193 $ 161 $ 819 $ 1,540 ======== ========= ========= ========= Earnings per Share of Common Stock $ .05 $ .04 $ .22 $ .41 ======== ========= ========= ========= Weighted Average Number of Common Shares Outstanding 3,736 3,727 3,733 3,726 ======== ========= ========= ========= TRIPLE S PLASTICS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Nine Months Ended December 31 1996 1995 Operating Activities: Net Income $ 819 $ 1,540 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation and amortization 2,144 1,873 Changes in assets and liabilities: Accounts receivable 213 150 Inventories (784) (2,601) Accounts payable and accruals 2,114 (1,380) Other (428) (99) --------- --------- CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,078 (517) INVESTING ACTIVITIES: Capital expenditures (2,141) (5,201) (Increase) decrease in restricted cash 83 (4,059) Other __ (78) --------- --------- CASH USED IN INVESTING ACTIVITIES (2,058) (9,338) --------- --------- FINANCING ACTIVITIES: Borrowings (payments) on note payable to bank (998) 1,500 Proceeds from issuance of long-term debt __ 5,000 Proceeds from issuance of common stock, 34 21 net of fees Principal payments on long-term debt (765) (440) --------- --------- CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,729) 6,081 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 291 $ (3,774) ========= ========= TRIPLE S PLASTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Presentation of Interim Information In the opinion of the management of Triple S Plastics, Inc. (the Company), the accompanying unaudited condensed financial statements include all normal adjustments considered necessary to present fairly the financial position of the Company as of December 31, 1996, and the results of its operations for the periods shown. Interim results are not necessarily indicative of results for a full year. The condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. 2. Inventories ($000s) Inventories are summarized as follows: December 31 March 31 1996 1996 Raw materials and packaging $ 2,607 $ 2,153 Finished goods and work-in-process 2,895 2,565 --------- -------- Total Inventories $ 5,502 $ 4,718 3. Long-Term Debt During October, 1995, the Company received the proceeds of a $5 million Georgetown Industrial Development Corporation Industrial Revenue Bond Series 1995 maturing in monthly installments ranging from $48,000 to $80,000 through 2002. Interest is fixed at 6.56% through September, 2000 and thereafter at a rate equal to 77% of the bank's base lending rate. The bonds are collateralized by machinery and equipment acquired with the proceeds. The proceeds from the bond issue, which are restricted for investment in machinery and equipment for the Texas facility, are classified as non-current restricted cash. Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In thousands) Overview The Company designs and builds molds and manufactures complex, highly engineered thermoplastic molded components based on customers' specifications and orders. Its customers are primarily in the consumer products, information technologies (principally computer and business equipment), automotive, medical/pharmaceutical, telecommunications and electronics markets. The Company considers both the manufacture of molded products and mold sales to be an integral part of its business. Typically the Company manufactures molds in 2 - 16 weeks, after which the Company begins producing injection molded components. These production runs can range from as short as several hours to as long as several months. The Company's fiscal year end is March 31. Results of Operations The following table sets forth, for the three months ended December 31, 1996 and 1995 and the nine months then ended, certain items from the Company's Condensed Statements of Income expressed as a percentage of net sales, as well as the change in those items for the respective periods. Percentage of Net Sales Three Months Nine Months Ended Ended December 31 December 31 % Change 1996 1995 1996 1995 3rd Qtr 9 Mos. Net Sales 100.0% 100.0% 100.0% 100.0% 10.7% 3.7% Cost of Sales 86.8 85.5 84.6 82.9 12.3 5.9 ----- ----- ----- ----- ----- ----- Gross Profit 13.2 14.5 15.4 17.1 1.3 (6.6) Operating Expenses 10.8 11.9 12.2 11.4 1.4 10.7 ----- ----- ----- ----- ----- ----- Operating Income 2.4 2.6 3.2 5.7 .5 (41.1) Interest Expense, net .5 .8 .5 .5 (27.4) 22.2 ----- ----- ----- ----- ----- ----- Income Before Income Taxes 1.9 1.8 2.7 5.2 11.6 (46.7) Income Taxes .7 .7 1.0 1.8 (.9) (46.5) ----- ----- ----- ----- ----- ----- Net Income 1.2 1.1 1.7 3.4 19.9 (46.8) ===== ===== ===== ===== ===== ===== Net Sales Net sales for the third quarter ended December 31, 1996 increased 11% compared to the third quarter of the prior year. The sales increase was led by sales to customers in the consumer products, telecommunications, automotive and medical products markets. Sales to customers in the information technologies market declined due to the expiration of certain significant sales programs in the prior year, which have not been replaced. The overall increase in sales is principally related to volume as no significant price increases occurred during the third quarter of fiscal 1997. Net sales for the first nine months of fiscal 1997 were up 4% compared to the same period in the prior year. The sales increase was led by sales to customers in the consumer products, telecommunications, automotive and medical products markets. Sales to customers in the consumers products market comprised the largest percentage of sales for the first nine months of the current year at 30% compared to 25% for the same period in the prior year. Furthermore, while the information technologies market continues to be a strong market for the Company, comprising 25% of the first nine month's sales in the current year, it has declined from 35% of the first nine month's sales last year. The ten largest customers of the Company for the first nine months of fiscal 1997, including at least one in each of the primary business markets served, continue to account for approximately 70% of the Company's net sales. Cost of Sales Cost of sales as a percentage of sales increased to 86.8% in the third quarter of fiscal 1997 compared to 85.5% for the third quarter last year. This increase in the cost of sales percentage relates principally to an across-the-board production wage increase for molding plant personnel. This increase was required to meet wage levels of local competitors and help maintain the stability of the Company's work force. For the first nine months of fiscal 1997 the cost of sales percentage is higher than the previous year's comparable period at 84.6% compared to 82.9% in the prior year. This increase generally relates to resin cost increases in the last half of the prior year and increased depreciation and other fixed costs relating to the Company's expansion in the second half of the previous year. The Company's costs of raw material highly engineered resins has stabilized over the first nine months of fiscal 1997 compared to resin costs at the end of the previous year. Operating Expenses Operating expenses were 10.8% of sales in the third quarter of fiscal 1997 compared to 11.9% for the same period last year. For the first nine months of fiscal 1997, these expenses were 12.2% of sales compared to 11.4% for the comparable period last year. For the third quarter, the growth in operating expenses was slowed to 1.4% comapred to the third quarter last year, but for the first nine months of fiscal 1997, these costs are up 10.7% compared to the comparable period one year ago. The increase in operating expenses for the first nine months of the year relates to increased personnel costs and the administrative costs relating to the Company's Georgetown, Texas facility, which was added late last year. While net interest expense was lower in the third quarter of fiscal 1997 than the comparable period one year ago, for the first nine months of fiscal 1997 net interest expense has increased 22%. This increase relates to the interest on the $5 million industrial revenue bond, which was issued late last year to finance equipment for the Company's Georgetown, Texas facility. Income Taxes For the first nine months of fiscal 1997, the income tax rate is 35.2%, which is comparable to the rate for the same period last year of 35.1%. Liquidity and Capital Resources The Company's primary cash requirements are for operating expenses and capital expenditures. Historically, the Company's prime sources of cash have been from operations, bank borrowings and industrial revenue bonds. In the first nine months of fiscal 1997, the Company generated $4.1 million of cash from operations which was used to pay off debt and acquire $2.1 million of capital equipment. Since the end of the previous fiscal year, the Company's cash and cash equivalents have risen by $.3 million. Accounts receivable is actually $.2 million lower at December 31, 1996 than it was at the end of the prior fiscal year and days sales outstanding in accounts receivable increased slightly to 58 days compared to 57 days at the end of the prior year. Inventories have increased 17% at December 31, 1996 compared to the prior year end, but still only represent 34 days in inventory, which compares favorably to the figure of 50 days one year ago. The Company still has $3.7 million available from the $5.0 million industrial revenue bond issued late last year. In addition, the Company has a $5.0 million unsecured line of credit agreement with the bank, which has not been drawn on at December 31, 1996. Management believes that these sources of cash, along with internally generated cash, will be adequate to fund future operating and capital requirements. PART II _ OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule (b) No reports were filed on Form 8-K during this quarter. 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. TRIPLE S PLASTICS, INC. (Registrant) Date: February 13, 1997 _ROBERT D. MONK___________________ Robert D. Monk Chief Financial Officer Date: February 13, 1997 _CATHERINE A. TAYLOR______________ Catherine A. Taylor Corporate Controller (Chief Accounting Officer)