1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1997 ------------------------------------ Commission File Number 1-12476 ------------------------------ SUN COAST INDUSTRIES, INC. -------------------------- (Exact name of Registrant) Delaware #59-1952968 - ------------------------ --------------------------------- (State of Incorporation) (IRS Employer Identification No.) 2700 South Westmoreland Ave., Dallas, TX 75233 ---------------------------------------------- (Address of principal executive offices) (214) 373-7864 ------------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of November 6, 1996, the latest practicable date. Class Outstanding at April 9, 1997 ----- ---------------------------- Common stock $0.01 par value 4,104,229 1 2 SUN COAST INDUSTRIES, INC. INDEX Part I. Financial Information Item I - Financial Statements Condensed Consolidated Balance Sheets -- March 31, 1997 and June 30, 1996 3 Condensed Consolidated Statements of Income -- Nine Months ended March 31, 1997 and 1996 5 Condensed Consolidated Statements of Income -- Three Months Ended March 31, 1997 and 1996 6 Condensed Consolidated Statements of Cash Flows -- Nine Months ended March 31, 1997 and 1996 7 Notes to Condensed Consolidated Financial Statements 8 Item II - Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Part II. Other Information Items 1 through 6 16 2 3 PART I. FINANCIAL INFORMATION Item I. FINANCIAL STATEMENTS SUN COAST INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) March 31, 1997 June 30, (unaudited) 1996 ----------- -------- ASSETS Current assets: Cash and cash equivalents $ 874 $ 1,947 Accounts receivable, net of allowance for doubtful accounts of $135 and $77 7,642 8,483 Inventories 5,370 5,411 Other current assets 306 408 Deferred income taxes 430 205 Net assets of discontinued operations 5,654 12,934 -------- -------- Total current assets 20,276 29,388 Property, plant and equipment, net of accumulated depreciation of $23,367 and $20,295 22,498 23,113 Intangible assets 261 280 Other assets 2,292 1,352 -------- -------- Total assets $ 45,327 $ 54,133 ======== ======== See accompanying notes to condensed consolidated financial statements. 3 4 SUN COAST INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except par value) March 31, 1997 June 30, LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) 1996 ---------- -------- Current liabilities: Accounts payable $ 7,645 $ 5,275 Accrued expenses 3,940 2,678 Current portion of long-term debt 6,270 26,157 -------- -------- Total current liabilities 17,855 34,110 Long-term debt 15,192 3,124 Deferred income taxes 1,624 2,055 -------- -------- Total liabilities 34,671 39,289 -------- -------- Stockholders' equity: Common stock, $.01 par value; 40,000,000 shares authorized; 4,117,629 and 4,017,629 respectively, issued and 4,104,229 and 4,004,229, respectively, outstanding 40 40 Additional paid-in capital 11,655 11,339 Treasury stock (153) (153) Retained earnings (deficit) (886) 3,618 -------- -------- Total stockholders' equity 10,656 14,844 -------- -------- Total liabilities and stockholders' equity $ 45,327 $ 54,133 ======== ======== See accompanying notes to condensed consolidated financial statements. 4 5 SUN COAST INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (dollars in thousands, except per share data) Nine Months Ended March 31, --------------------- 1997 1996 ------- -------- Sales $49,721 $ 43,538 Costs and expenses: Cost of sales 40,224 35,872 Selling, general and administrative 6,037 6,417 Interest, net 1,476 1,128 ------- -------- 47,737 43,417 ------- -------- Income from continuing operations before provision for income taxes 1,984 121 Provision for income taxes (643) (138) ------- -------- Income (loss) from continuing operations $ 1,341 (17) Discontinued operations (Note 2) Loss from discontinued operations, net of income taxes of $405 and $860, respectively (819) (1,378) Loss on disposal of discontinued operations, net of income taxes of $2,817 (5,025) -- ------- -------- Net loss $(4,503) $ (1,395) ======= ======== Net income (loss) per common share: Continuing operations $ 0.33 $ 0.00 Discontinued operations (1.45) (0.35) ------- -------- Net loss per common share $ (1.12) $ (0.35) ======= ======== See accompanying notes to condensed consolidated financial statements. 5 6 SUN COAST INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (dollars in thousands, except per share data) Three Months Ended March 31, --------------------- 1997 1996 ------- -------- Sales $18,140 $ 16,018 Costs and expenses: Cost of sales 14,976 13,101 Selling, general and administrative 1,817 2,702 Interest, net 491 379 ------- -------- 17,284 16,182 ------- -------- Income from continuing operations before provision for income taxes 856 (164) Provision for income taxes (287) (12) ------- -------- Income (loss) from continuing operations 569 (176) Discontinued operations (Note 2) Loss from discontinued operations, net of income taxes of $0 and $579 respectively -- (968) ------- -------- Net income (loss) $ 569 $ (1,144) ======= ======== Net income (loss) per common share: Continuing operations $ 0.14 $ (0.04) Discontinued operations -- (0.25) ------- -------- Net income (loss) per common share $ 0.14 $ (0.29) ======= ======== See accompanying notes to condensed consolidated financial statements. 6 7 SUN COAST INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Nine Months Ended March 31, ------------------- 1997 1996 ------ ------ Cash flows from operating activities: Net loss $(4,503) $(1,395) Adjustments to reconcile net income to net cash provided by (used in) operations: Depreciation and amortization 4,090 4,250 Gain on sale of assets 165 -- Deferred income taxes (830) (124) Loss from discontinued operations 4,458 -- Changes in assets and liabilities: Accounts receivable Inventories (80) (2,670) Other current assets 2,167 2,036 Intangible and other assets 148 (150) Accounts payable and accrued expenses (987) (244) 3,927 2,223 ------- ------- Net cash provided by operations 8,555 3,926 ------- ------- Cash flows from investing activities: Capital expenditures (3,916) (3,467) Dispositions 1,801 -- ------- ------- Net cash used in investing activities (2,115) (3,467) ------- ------- Cash flows from financing activities: Proceeds from long-term debt -- 2,958 Repayments of long-term debt (7,506) (3,925) Issuance of Common Stock -- 72 ------- ------- Net cash used in provided by financing activities (7,506) (895) ------- ------- Effect of exchange rate changes on cash (7) (154) ------- ------- Change in cash and cash equivalents (1,073) (590) Cash and cash equivalents at beginning of period 1,947 1,173 ------- ------- Cash and cash equivalents at end of period $ 874 $ 583 ======= ======= See accompanying notes to condensed consolidated financial statements. 7 8 SUN COAST INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 NOTE 1 - THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's (defined below) interim financial statements are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto in its Form 10-K and Annual Report to Stockholders for the year ended June 30, 1996. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary for a fair statement of the results of operations for the interim periods presented. Description of Business Sun Coast Industries, Inc. (the "Company") manufactures and sells melamine and urea resins and compounds and, from these and other materials, molds consumer products and commercial plastic products, including dinnerware, drinkware and closures. The Chemical Division manufactures melamine and urea resins and compounds, which it supplies to other manufacturers and uses in producing its own consumer products and foodservice products. The Closures Division manufactures linerless, foil or foam lined and tamper-evident plastic closures and lids. These closures are used in the U.S. for bottling and packaging of food, beverage, chemical and pharmaceutical products. The Consumer Products and Foodservice Divisions, which are being discontinued (see Note 2), manufacture compression molded melamine dinnerware and injection molded plastic drinkware and other houseware products, which the Company sells to American, Canadian and Mexican retail and commercial markets. 8 9 SUN COAST INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 NOTE 1 - THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from the estimates. Certain amounts in previously issued financial statements have been reclassified to conform with the current year financial statement presentation. Inventories Inventories are valued at the lower of cost or market, with cost determined utilizing the first-in, first-out (FIFO) method. Property, Plant and Equipment Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. Lives assigned to asset categories are 5 to 15 years for machinery and equipment, 30 to 35 years for buildings and 5 years for molds. Machinery and equipment under capital leases are stated at the present value of minimum lease payments and amortized over 1 to 3 years. Renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Repairs and maintenance are charged to expense as incurred. Goodwill Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-line basis over the expected periods to be benefited, ranging from 5 - 20 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company adopted the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, on July 1, 1996. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Adoption of the Statement did not have a material impact on the Company's financial position, results of operations, or liquidity. 9 10 SUN COAST INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 NOTE 1 - THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Advertising Costs The Company expenses the costs of advertising as incurred, except for direct-response advertising and catalog costs which are capitalized and amortized over their expected periods of future benefit (generally six months). Direct response advertising and catalog costs consist primarily of printing and contract services for catalogs to market the Company's products. Income Taxes Deferred income taxes are provided for temporary differences between financial and tax reporting. Income taxes are provided for taxes currently payable based on taxable income. Environmental Costs A liability for environmental assessments and/or cleanup is accrued when it is probable a loss has been incurred and is estimable. No significant liabilities were in existence at March 31, 1997 and June 30, 1996. Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during each period after giving effect to stock options and warrants considered to be dilutive common stock equivalents. 10 11 SUN COAST INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 NOTE 1 - THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Revenue Recognition Sales are recognized when the product is shipped. Sales are shown net of returns and allowances. Research and Development Research and development costs associated with new product development, application and testing are expensed as incurred. Statement of Cash Flows For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Foreign Currency Translation and Transactions Gains or loses from foreign currency transactions are included in net income. There were no material gains or losses from foreign currency transactions for the nine months ended March 31, 1997 and for fiscal 1996. Included in discontinued operations is the Company's foreign subsidiary. Effective January 1, 1997, the Mexican economy has been deemed highly inflationary. Thus, the Company switched the functional currency for its Mexican subsidiary from the peso to the U.S. dollar. The change in the functional currency from the peso to the U.S. dollar will not have a material impact on the estimated loss on disposal of discontinued operations. NOTE 2 - DISCONTINUED OPERATIONS On December 6, 1996, the Company's Board of Directors adopted a formal plan to dispose of its Foodservice and Consumer Products Tableware Divisions including the Company's foreign subsidiary in Mexico. These divisions have been accounted for as discontinued operations in accordance with APB 30, which among other provisions, requires the plan of disposal to be carried out within one year. Management believes this is a reasonable time period for the disposal. In February, the Company sold its Foodservice Division and it has plans underway to exit the Consumer Products Division, either through sale or termination of operations. Based on management's assumptions used in determining the estimated gain or loss from the disposal of the tableware business, the Company recorded a provision of $5.025 million, net of income taxes, for the loss on disposal of the discontinued business in the quarter ended December 31, 1996. This loss on disposal of discontinued operations resulted from the estimated net loss on the sale of the Foodservice Division and estimated net loss on the exit of the Consumer Products Division of approximately $4.167 million, net of income taxes, as well as estimated operating losses during the period required to dispose of the divisions of approximately $858,000, net of income taxes. Sales of the divisions for the two months and five months of fiscal 1997 prior to the December 6th Board's decision to discontinue these operations were $3.007 million and $7.678 million, respectively. Sales for the three and nine month periods ended March 31, 1996 were $5.015 million and $15.46 million, respectively. The estimated loss for disposal is considered adequate at March 31, 1997. The net assets of discontinued operations are summarized as follows: MARCH 31, JUNE 30, 1997 1996 ------------ -------- ($ in thousands) Current assets $ 7,693 $ 8,324 Plant, property and equipment 4,160 5,598 Intangible & other assets 582 646 Current liabilities (289) (385) Accrued expenses (1,114) (257) Long term debt (1,000) (1,000) Deferred taxes (657) (660) Foreign Currency Translation 737 668 Provision for estimated loss on disposal (4,458) - --------- ------- Net assets of discontinued operations $ 5,654 $12,934 ========= ======= NOTE 3 - INVENTORIES March 31, 1997 June 30, (unaudited) 1996 ------------ -------- (in thousands) Raw Materials $3,181 $ 2,837 Work-in-process 263 328 Finished good 2,579 2,805 ------ -------- 6,023 5,970 Obsolescence reserve (653) (559) ------ -------- $5,370 $ 5,411 ====== ======== 11 12 NOTE 4 - LONG TERM DEBT March 31, 1997 June 30, (unaudited) 1996 ---------- -------- (in thousands) Term Loan $13,242 $ 5,818 Revolving credit line 4,324 12,659 Capital expenditures term loan -- 8,437 Industrial development revenue bonds 2,063 2,175 Capitalized lease obligations 231 192 Real estate loan 1,915 -- ------- ------- Subtotal 21,775 29,281 Less: Debt financing expense (313) -- ------- -------- 21,462 29,281 Current maturities on original maturity schedule (6,270) (2,277) Long term debt classified as current -- (23,880) ------- -------- $15,192 $ 3,124 ======= ======== On January 31, 1997, the Company refinanced its existing debt with a new lender to provide a total credit facility of $30 million in borrowings secured by substantially all the assets of the Company. The facility provides for borrowings under three separate arrangements - (i) a term loan in an aggregate principal amount of $10 million payable in monthly installments through January 31, 2000. (ii) a second term loan in an aggregate principal amount of $5 million payable in monthly installments beginning January 1, 1998 through January 31, 2000, and (iii) a $15.0 million revolving loan, due January 31, 2000. As of March 31, 1997, outstanding borrowings under the credit facility included $13.2 million under the two term loans, and $4.3 million under the revolving credit line. At March 31, 1997, based on the Company's borrowing formula incremental borrowing availability was approximately $8.7 million under the revolving credit line. The credit facility provides for the issuance of up to $2.0 million of letters of credit, subject to the borrowing availability under the revolving credit line. The loan agreement contains various covenants, including maintaining certain financial ratios and tests, limitation on the issuance of debt and the amount of capital expenditures, capital leases, investments and dividends. The primary financial covenants include quarter end calculations of leverage and fixed charge coverage and a limitation on annual capital expenditures. In conjunction with the refinancing, the Company issued 100,000 shares of its common stock to the new lender, recording debt issuance cost of $313,000. As the Company is currently in compliance with the loan covenants on its new debt, the Company has classified its outstanding debt as current or long term based upon maturity obligations. 12 13 Item II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended March 31, 1997, Compared to the Three Months Ended March 31, 1996 for Continuing Operations Sales for the three months ended March 31, 1997, increased $2,122,000 or 13.2%, when compared to the same period in 1996. Closure Division's sales increased 1.0%. Chemical Division's sales increased 22.9% due primarily to a large non-recurring customer order. Cost of sales as a percentage of net sales increased to 82.6% from 81.8%. The decrease in gross margin was primarily the result of product mix with larger volumes of lower margin product being sold in the fiscal 1997 quarter. Selling, general and administrative expense ("SG&A") decreased $885,000 to 10.0% of sales for the three months ended March 31, 1997 as compared to 16.9% of sales for the three months ended March 31, 1996. This decrease is primarily the result of certain non-recurring severance and related expenses associated with the termination of the former President of the Company in February 1996. Interest expense has increased $112,000 for the three months ended March 31, 1997 compared to the three months ended March 31, 1996 primarily due to an increase in interest rates as a result of the new bank financing completed in January 1997. Net income from continuing operations increased $745,000 from the comparable prior fiscal period primarily due to the increased sales volumes in the current period and unusual expenses in the prior period discussed above. 13 14 Item II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine Months Ended March 31, 1997, Compared to the Nine Months Ended March 31, 1996 for Continuing Operations Sales for the nine months ended March 31, 1997, increased $6,183,000 or 14.2%, when compared to the same period in 1996. Closure Division's sales increased 7.8% and Chemical Division's sales increased 19.9% both due to increased customer orders, certain of which are non-recurring in the Chemical Division. Cost of sales as a percentage of net sales decreased to 80.9% from 82.4%. This improvement in gross margin was due primarily to the increased sales volume. Selling, general and administrative expense ("SG&A") decreased $380,000. As a percent of sales, it decreased from 14.7% of sales for the nine months ended March 31, 1996 to 12.1% of sales for the nine months ended March 31, 1997. This is primarily due to a non-recurring $375,000 severance payment made to the former President of the Company in February 1996, and other related expenses. Interest expense has increased $348,000 for the nine months ended March 31, 1997 compared to the nine months ended March 31, 1996 primarily due to an increase in interest rates with the new bank financing completed in January 1997. Net income from continuing operations increased $1,358,000 from the comparable prior fiscal period primarily due to increased sales volumes in fiscal 1997 and the unusual severance payment in fiscal 1996, discussed above. Discontinued Operations On December 6, 1996, the Company's Board of Directors adopted a formal plan to dispose of its Foodservice and Consumer Products Tableware Divisions. These divisions have been accounted for as discontinued operations in accordance with APB 30, which among other provisions, requires the plan of disposal to be carried out within one year. Management believes this is a reasonable time period for the disposal. In February, the Company sold its Foodservice Division and it has plans underway to exit the Consumer Products Division, either through sale or termination of operations. Based on management's assumptions used in determining the estimated gain or loss from the disposal of the tableware business, the Company recorded a provision of $5.025 million, net of income taxes, for the loss on disposal of the discontinued business in the quarter ended December 31, 1996. This loss on disposal of discontinued operations resulted from the estimated net loss on the sale of the Foodservice Division and estimated net loss on the exit of the Consumer Products Division of approximately $4.167 million, net of income taxes, as well as estimated operating losses during the period required to dispose of the divisions of approximately $858,000, net of income taxes. Sales of the divisions for the three months and nine months of fiscal 1997 were $6.737 million and $15.848 million, respectively. Comparable sales for the three and nine month periods ended March 31, 1996 were $5.015 million and $15.446 million, respectively. The Consumer Products and Foodservice Divisions' sales increased 34.3% and 2.6% for the three month and nine month periods ended March 31, 1997 as compared to the prior year comparable periods. These sales increases were a result of one large non-recurring order in fiscal 1997. Liquidity and Capital Resources Management reviews the Company's working capital, accounts receivable and relationship of debt to equity on a continuing basis. The Company's growth has been financed through long-term debt financing and cash generated from operations. During the nine months ended March 31, 1997, the Company repaid net borrowings by $7.5 million. Cash flow from operations generated $8.55 million. Capital expenditures for the nine months ended March 31, 1997 were $3.9 million including approximately $2 million for the purchase, in January 1997, of a second facility to expand capacity in the Closures Division in Florida. Anticipated future capital additions should approximate less than $2 million for the remainder of fiscal 1997. In January 1997, the Company refinanced its existing debt with a new lender to provide a total credit facility of $30 million in borrowings secured by substantially all the assets of the Company. The facility provides for borrowings under three separate arrangements - (i) a term loan in an aggregate principal amount of $10 million payable in monthly installments through January 31, 2000, (ii) a second term loan in an aggregate 14 *************************** 15 principle amount of $5 million payable in monthly installments beginning January 1, 1998 through January 31, 2000, and (iii) a $15.0 million revolving loan, due January 31, 2000. As of March 31, 1997, outstanding borrowings under the credit facility included $13.2 million under the two term loans and $4.3 million under the revolving credit line. At March 31, 1997, based on the Company's borrowing formula incremental borrowing availability was approximately $8.7 million under the revolving credit line. The credit facility provides for the issuance of up to $2.0 million of letters of credit, subject to the borrowing availability under the revolving credit line. The loan agreement contains various covenants, including maintaining certain financial ratios and tests, limitation on the issuance of debt and the amount of capital expenditures, capital leases, investments and dividends. The primary financial covenants include quarter end calculations of leverage and fixed charge coverage and a limitation on annual capital expenditures. The Company's plan to discontinue its Tableware business should not have an overall material impact on liquidity. Certain cash proceeds will be received from the sale of its Foodservice Division and there will be offsetting cash needs related to severance, relocation and other costs of discontinuing the Consumer Products Division. The majority of costs related to the discontinuation of the Tableware business are non-cash. Management believes internally generated funds should be adequate to meet future debt repayments and capital expenditure needs. The Company's Mexican subsidiary, included in discontinued operations, is subject to currency risk to the extent its net assets, denominated in pesos, devalues against the U.S. dollar. Disclosures Regarding Forward-Looking Statements This report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, statements contained in this "Management's Discussion and Analysis of Financial Condition and Result of Operations" regarding the Company's financing alternatives, financial position, business strategy, plans and objectives of management of the Company for future operations, and industry conditions, are forward-looking statements. Although the Company believes that the expectations reflected in any such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, the intense competition in its markets, its recent experience of increasing raw material prices, the absence of assurance of strategic and financing alternatives, Mexican currency fluctuations and its reliance on certain key customers; all of which may be beyond the control of the Company. Any one or more of these factors could cause actual results to differ materially from those expressed in any forward- looking statement. All subsequent written and oral forward-looking statements attributable to the Company or person acting on its behalf are expressly qualified in their entirety by the cautionary statements disclosed in this paragraph and otherwise in this report. 15 16 SUN COAST INDUSTRIES, INC. MARCH 31, 1997 PART II - OTHER INFORMATION Item 1 - Legal Proceedings None. Item 2 - Changes in Securities None. Item 3 - Defaults Upon Senior Securities None. Item 4 - Submission of Matters to a Vote of Security Holders None. Item 5 - Other Information Item 6 - Exhibits and Reports in Form 8K (a) Exhibits: 27 Financial Data Schedule 16 17 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. Sun Coast Industries, Inc. ------------------------------------------------------ Registrant 5/14/97 By: /s/ EDDIE LESOK - -------- -------------------------------------------------- Date Eddie Lesok, Chief Executive Officer and President 5/14/97 By: /s/ CYNTHIA R. MORRIS - -------- -------------------------------------------------- Date Cynthia R. Morris, CFO, Secretary and Treasurer 17 18 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule