PRECISE TECHNOLOGY INC
10-Q, 1997-11-14
PLASTICS PRODUCTS, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      ---------------

                                    FORM 10-Q

                    Quarterly Report Pursuant to Section 13 or 15 (d) of
                            The Securities Exchange Act of 1934
                     For the Quarterly Period Ended September 30, 1997

                       Commission file number : 333-32041
                                      ---------------

                            PRECISE TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                               25-1205268       
       (State or Other Jurisdiction of                 (I.R.S. Employer    
        Incorporation or Organization)              Identification Number) 
                                                                           
            501 Mosside Boulevard                                          
             North Versailles, PA                         15137-2553       
  (Address of principal executive offices)                (Zip Code)       
                                                                   
                                                    


                                 (412) 823-2100
              (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 ____   No __X__

      As of  November  1,  1997,  one share of the  Company's  Common  Stock was
outstanding.




                                       
<PAGE>





                            TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

       ITEM  1.   Financial Statements                            2
       ITEM  2.   Management's Discussion and Analysis
                  of Financial Condition and Results of           9
                  Operations

PART II - OTHER INFORMATION

       ITEM 6.    Exhibits and Reports on Form 8-K               12
      





                                       (i)
<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.

                            PRECISE TECHNOLOGY, INC.
                          (A WHOLLY OWNED SUBSIDIARY OF
                          PRECISE HOLDING CORPORATION)

                           CONSOLIDATED BALANCE SHEETS


                                               September 30,       December 31, 
                                                  1997                 1996   
                                              (unaudited)                     
                   ASSETS                                                     
Current assets:                                                               
  Cash and cash equivalents                  $     455,283       $  1,310,564 
  Accounts receivable, net                      12,545,547         13,121,818 
  Inventories                                    7,336,793          9,856,257 
  Prepaid expenses and other                       369,776            440,356 
  Deferred income taxes                          1,544,578          1,496,164 
  Assets held for sale                                   -            900,000 
                                              -------------     --------------
   Total current assets                         22,251,977         27,125,159 
Property, plant and equipment, net              42,925,910         42,063,423 
Intangible and other assets, net                28,574,566         29,870,714 
                                              =============     ==============
   Total assets                              $  93,752,453        $99,059,296 
                                              =============     ==============
                                                                              
  LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY                              
Current Liabilities:                                                          
  Line of credit                             $           -       $    300,000 
  Current maturities of long-term debt           2,702,363          7,641,105 
  Accounts payable                               6,804,804          6,896,159 
  Accrued liabilities                            5,980,985          4,865,381 
  Tooling deposits                               1,693,136          2,063,833 
                                              -------------     --------------
   Total current liabilities                    17,181,288         21,766,478 
Long-term debt, less current maturities         84,142,641         56,570,692 
Deferred income taxes                            2,234,296          5,189,259 
Payable to Sunderland                                    -            330,000 
Commitments and contingencies                            -                  - 
Redeemable preferred stock                               -          8,250,000 
Stockholder's (deficit) equity:                                               
  Common stock, no par value; 1,000 shares                                    
   authorized, and 1 share and 125 shares                                     
   issued and outstanding at September 30,           1,000          3,315,617 
   1997 and December 31, 1996, respectively.                                  
  Additional paid-in-capital                     3,554,711          3,554,711 
  Retained (deficit) earnings                  (13,361,483)            82,539 
                                              -------------     --------------
   Total stockholder's (deficit) equity         (9,805,772)         6,952,867 
                                              =============     ==============
   Total liabilities and stockholder's        $ 93,752,453        $99,059,296 
   (deficit) equity                                                           
                                              =============     ==============
                                                                





                             See accompanying notes


                                       2
<PAGE>



                            PRECISE TECHNOLOGY, INC.
                          (A WHOLLY OWNED SUBSIDIARY OF
                          PRECISE HOLDING CORPORATION)

                        CONSOLIDATED STATEMENTS OF INCOME


                             Three Months Ended                Nine Months Ended
                                September 30,                    September 30,  
                                -------------                    ------------- 
                              1997         1996                1997         1996
                              ----         ----                ----         ----
                                 (unaudited)                      (unaudited) 
<TABLE>
<S>                    <C>             <C>            <C>              <C>
Net sales ..........   $ 24,616,210    $ 28,397,025    $ 76,416,604    $ 65,739,843
Cost of sales ......     20,144,786      23,908,463      63,018,240      54,665,450
                       ------------    ------------    ------------    ------------
Gross profit .......      4,471,424       4,488,562      13,398,364      11,074,393
Selling, general,
  and administrative      2,205,417       2,219,388       6,377,536       5,380,126
Plant closure costs            --           109,600            --           109,600
Amortization of
  intangible assets         314,966         319,778         910,092         695,216
                       ------------    ------------    ------------    ------------
Operating income ...      1,951,041       1,839,796       6,110,736       4,889,451
Other expense
(income):
  Interest expense .      2,522,025       1,915,388       6,409,672       4,075,747
  Other ............         (4,433)        (13,765)        987,437          (9,187)
                       ------------    ------------    ------------    ------------  
(Loss) income
  before income
  taxes and ........       (566,551)        (61,827)     (1,286,373)        822,891
  extraordinary item
(Benefit) provision
  for income taxes .       (111,787)         96,900         502,832         737,618
                       ------------    ------------    ------------    ------------                                                
Net (loss) income
  before ...........       (454,764)       (158,727)     (1,789,205)         85,273
  extraordinary item
Extraordinary item,
  net of tax .......           --              --        (4,840,500)           --
- -----------------------------------------------------------------------------------
Net (loss) income ..     $ (454,764)      $(158,727)    $(6,629,705)        $85,273
===================================================================================  
</TABLE>
                                                                    




















                             See accompanying notes




                                      


                                       3
<PAGE>







                            PRECISE TECHNOLOGY, INC.
                          (A WHOLLY OWNED SUBSIDIARY OF
                          PRECISE HOLDING CORPORATION)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                     Nine months ended
                                                       September 30,  
                                                    1997          1996
                                                    ----          ----
Operating Activities                                    (unaudited)   
- --------------------                                    -----------   
Net (loss) income                            $ (6,629,705)      $   85,273 
Adjustments to reconcile net loss to net                                   
 cash provided by operating activities:                                    
   Extraordinary item, net of tax               4,840,500                - 
   Depreciation and amortization                4,942,798        3,652,669 
   Amortization of original issue discount        513,152          470,696 
   and financing fees                                                      
   Loss on sale of equipment                      229,466           13,581 
   Deferred income taxes                          127,907          113,574 
   Changes in assets and liabilities:                                      
     Accounts receivable                          576,271           33,213 
     Inventories                                2,519,464          384,258 
     Prepaids and other assets                    (92,214)        (381,671)
     Accounts payable                             (91,355)         986,774 
     Tooling deposits                            (370,697)         596,055 
     Accrued liabilities                        1,232,418          128,733 
                                                ---------          ------- 
                                             
Net cash provided by operating activities       7,798,005        6,083,155 
                                                                           
Investing Activities                                                       
- --------------------                                                       
Capital expenditures                           (3,918,714)      (1,727,085)
Proceeds from sale of fixed assets              1,449,000           88,500 
Net cash used in business acquisitions                  -      (63,801,356)
                                               ----------      ----------- 
Net cash used in investing activities          (2,469,714)     (65,439,941)
                                              
                                                                           
Financing Activities                                                       
- --------------------                                                       
Borrowings on revolving line of credit         16,400,000        6,000,276 
Payments on revolving line of credit          (11,700,000)      (6,884,523)
Proceeds from bond issuance                    75,000,000                - 
Repayment of long-term debt                   (60,813,389)      (6,445,078)
Prepayment of debt premiums                    (2,398,940)               - 
Payment of financing costs                     (4,292,309)      (4,743,748)
Redemption of common stock                     (3,314,617)               - 
Redemption of preferred stock                  (8,250,000)               - 
Dividends paid on common and preferred stock   (6,814,317)        (732,894)
Proceeds from senior term notes                         -       40,000,000 
Proceeds from senior subordinated notes                 -       20,000,000 
Proceeds from issuance of preferred stock               -        8,250,000 
Proceeds from term note                                 -        3,585,000 
Capital contribution                                    -          750,000 
                                                ----------      -----------
Net cash (used in) provided by financing       (6,183,572)      59,779,033 
activities                                                                 
                                                ----------      -----------
Net (decrease) increase in cash                  (855,281)         422,247 
Cash at beginning of period                     1,310,564           25,676 
                                             =============     ============
Cash at end of period                        $    455,283      $   447,923 
                                             =============     ============
                                                               


                                       4
<PAGE>



                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


                                                  Nine months ended
                                                    September 30,
                                                 1997          1996
                                                 ----          ----
                                                     (unaudited)
Supplemental disclosures of cash flow
 information:
  Cash paid during the period for:
  Interest                                   $  3,497,494    $  3,033,091  
                                             =============   ===============
  Income taxes                               $    390,461    $    642,525 
                                             =============   ===============
                                                                            
Supplemental schedule of noncash investing                                  
  and financing activities:                                                 
  Capital lease agreements for equipment     $  1,644,541    $  2,818,044  
                                             =============   ===============
  Assets acquired and liabilities assumed                                   
   in connection with acquisitions                                          
   Fair value of assets acquired             $               $ 81,200,112   
                                                        -                   
   Liabilities assumed                                  -     (12,248,954)  
                                             -------------   ---------------
   Cash paid                                            -      68,951,158   
   Less fees and expenses                               -      (4,743,748)  
   Less cash acquired                                   -        (406,054)  
                                             -------------   ---------------
   Net cash used for business acquisitions   $          -    $ 63,801,356   
                                             =============   ===============
                                                             




























                             See accompanying notes




                                       


                                       5
<PAGE>







                            PRECISE TECHNOLOGY, INC.
                          (A WHOLLY OWNED SUBSIDIARY OF
                          PRECISE HOLDING CORPORATION)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.   Financial Statement Presentation

The  consolidated  balance  sheet at  September  30,  1997 and the  consolidated
statements of income and  consolidated  statements of cash flows for the periods
ended September 30, 1997 and 1996 have been prepared by Precise Technology, Inc.
(the  "Company"),  without audit. In the opinion of Management,  all adjustments
necessary to present  fairly the financial  position,  results of operations and
changes in cash flows at September 30, 1997 and for the periods  presented  have
been made.

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the instructions for Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required for complete financial statements prepared in accordance with
generally   accepted   accounting   principles.   It  is  suggested  that  these
consolidated financial statements be read in conjunction with the Company's Form
S-4 Registration  Statement as filed with the Securities and Exchange Commission
on October 17, 1997.

The  results of  operations  for the period  ended  September  30,  1997 are not
necessarily  indicative  of the  operating  results to be expected  for the full
year.


2.   Inventories

The major components of inventories were as follows:

                                           September 30,         December 31,  
                                               1997                  1996     
                                            (unaudited)                      
           Finished products               $ 2,347,728           $ 2,971,774 
           Raw materials                     2,938,545             4,208,211 
           Tooling and dies                  2,050,520             2,676,272 
                                           ==============        ============
                                           $ 7,336,793           $ 9,856,257 
                                           ==============        ============
                                                                 

3.  Acquisitions

There were two  acquisitions  during the 1996 fiscal year.  On January 25, 1996,
the Company  acquired  all of the issued and  outstanding  common stock of Unity
Mold  Corporation  ("Unity") for $3.6 million plus $125,000 of fees and expenses
in connection with the acquisition.  On March 29, 1996, the Company acquired all
of the issued and outstanding  common stock of Tredegar Molded Products  Company
("Tredegar")  for  $60.0  million  plus $5.2  million  of fees and  expenses  in
connection with the acquisition (the "Tredegar Acquisition"). The purchase price
in each acquisition exceeded the fair market value of the net assets acquired by
an aggregate  amount of $26.0  million  which was  recognized as goodwill and is
being amortized over 25 years.




                                       


                                       6
<PAGE>







3.  Acquisitions (continued)

Both acquisitions have been accounted as purchases. The operating results of the
acquisitions  are included in the Company's  consolidated  results of operations
from the respective dates of acquisition.

4.   Long-Term Debt

On June 13, 1997, the Company issued $75,000,000 of 11-1/8% Senior  Subordinated
Notes due 2007 ("Notes"). The Company used the net proceeds from the issuance of
the  Notes and  approximately  $8,200,000  of  borrowings  under its New  Credit
Agreement  ("NCA")  to  extinguish  certain  existing  indebtedness,  redeem its
redeemable preferred stock,  repurchase certain shares of its common stock, make
a  distribution  to  its  Parent,   and  pay  related  fees  and  expenses  (the
"Refinancing").  The Refinancing  resulted in the recording of an  extraordinary
loss during June 1997 of approximately $4,841,000, net of tax.

The Notes are  subordinate in right of payment to all existing and future senior
indebtedness of the Company and are guaranteed on a senior subordinated basis by
all of the Company's subsidiaries.

On June  13,  1997,  as part of the  Refinancing,  the  Company  entered  into a
$30,000,000 NCA with a financial  institution.  Borrowings  under the NCA may be
used to  fund  the  Company's  working  capital  requirements,  finance  certain
permitted acquisitions and general corporate requirements of the Company and pay
fees and expenses related to the foregoing.

5.   Commitments and Contingencies

The Company is involved  from time to time in lawsuits  that arise in the normal
course of business.  The Company  actively and vigorously  defends all lawsuits.
Management  believes that there are no lawsuits that will have a material affect
on the Company's financial position.

6.  Financial Information for Subsidiary Guarantors

The Company's payment  obligations under the Notes are fully and unconditionally
guaranteed  on  a  joint  and  several  basis  (collectively,   the  "Subsidiary
Guarantees")  by Precise  Technology of Delaware,  Inc.,  Precise  Technology of
Illinois, Inc., Precise TMP, Inc., Precise Polestar, Inc., and Massie Tool, Mold
and Die, Inc. each a direct or indirect  wholly-owned  subsidiary of the Company
and each a "Guarantor."  These subsidiaries  represent  substantially all of the
operations of the Company  conducted in the United  States.  In accordance  with
previous  positions  taken  by  the  Securities  and  Exchange  Commission,  the
following  summarized financial  information  illustrates the composition of the
combined  Guarantors.  Separate complete financial  statements of the respective
Guarantors are not presented  because  management has determined that they would
not provide  additional  material  information that would be useful in assessing
the  financial  composition  of the  Guarantors.  No  single  Guarantor  has any
significant  legal  restrictions  on the ability of  investors  or  creditors to
obtain  access  to its  assets  in the  event  of a  default  on its  Subsidiary
Guarantee other than its subordination to senior indebtedness  described in Note
4. The principal  elimination entries eliminate  investments in subsidiaries and
intercompany balances and transactions.




                                       


                                       7
<PAGE>






6.    Financial Information for Subsidiary Guarantors (continued)

                Summarized Combined Financial Information
               For the nine months ended September 30, 1997
                               (unaudited)
<TABLE>
<S>                             <C>            <C>            <C>             <C>
                                                 Guarantor                    Consolidated
                                    Parent      Subsidiaries  Elimination's   Total

Current assets ..............   $  4,848,299   $ 55,659,446   $(38,255,768    $ 22,251,977
Non-current assets ..........     84,236,708     56,095,674    (68,831,906)     71,500,476
Current liabilities .........     34,000,129     21,436,927    (38,255,768)     17,181,288
Non-current liabilities .....     80,575,878      5,801,059           --        86,376,937
Net sales ...................     13,554,517     63,168,581       (306,494)     76,416,604
Gross profit ................      2,491,027     10,907,337           --        13,398,364
(Loss) income from
  continuing operations
  before extraordinary item..    (11,234,203)     9,444,998           --        (1,789,205)
Net (loss) income .........      (12,245,975)     5,616,270           --        (6,629,705)
</TABLE>





                                       


                                       8
<PAGE>







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

The Company's  operating data for the three and nine months ended  September 30,
1997 and 1996 are set forth below as percentages of net sales:
<TABLE>
                                                   Three Months         Nine Months 
                                                      Ended                Ended    
                                                  September 30,        September 30,
                                                 --------------        -------------
                                                                       
<S>                                               <C>       <C>        <C>      <C>    
                                                  1997      1996       1997     1996   
                                                  ----      ----       ----     ----   
Net sales                                         100.0%    100.0%    100.0%    100.0% 
Cost of sales                                      81.8      84.2      82.5      83.2  
                                                 --------  --------  --------- --------
Gross profit                                       18.2      15.8      17.5      16.8  
Selling, general and administrative                 9.0       7.8       8.3       8.2  
Plant closure costs                                 0.0       0.4       0.0       0.2  
Amortization of intangible assets                   1.3       1.1       1.2       1.0  
                                                 --------  --------  --------- --------
Operating income                                    7.9       6.5       8.0       7.4  
Other expense (income):                                                                
  Interest expense                                 10.2       6.7       8.4       6.2  
  Other                                             0.0       0.0       1.3       0.0  
                                                 --------  --------  --------- --------
(Loss) income before income taxes                                                            
  and extraordinary item                           (2.3)     (0.2)     (1.7)      1.2  
(Benefit) provision for income taxes               (0.5)      0.3       0.6       1.1  
                                                 --------  --------  --------- --------
Net (loss) income before                           (1.8)     (0.5)     (2.3)      0.1  
  extraordinary item                                                                   
Extraordinary item, net of tax                      0.0       0.0      (6.3)      0.0  
                                                 ========  ========  ========= ========
Net (loss) income                                  (1.8)%    (0.5)%    (8.7)%     0.1% 
                                                 ========  ========  ========= ========
</TABLE>
                                                


RESULTS OF OPERATIONS

Three Months Ended  September 30, 1997 compared to Three Months Ended  September
30, 1996

      NET SALES.  The  Company's  net sales  decreased to $24.6  million for the
three months ended  September  30, 1997, a decrease of $3.8  million,  or 13.3%,
from the  comparable  period in the prior  year.  The  decrease in net sales was
primarily  attributable  to lower  volume  requirements  of  certain  customers'
end-products,  the  discontinuance  of a low  margin  proprietary  manufacturing
process, and the loss of a molding program.

      GROSS PROFIT. The Company's gross profit remained constant at $4.5 million
in the three months ended  September 30, 1997 from the comparable  period in the
prior year.  Gross  profit  margin,  however,  increased  to 18.2% for the three
months ended September 30, 1997 from 15.8% in the comparable period in the prior
year.  The increase in gross  profit  margin is the result of  significant  cost
improvement  measures  implemented  during the transition  phase of the Tredegar
Acquisition,  increased  sales  volume at the  Company's  extensively  automated
Delaware  facility  and  the   discontinuance   of  a  low  margin   proprietary
manufacturing  process, all of which was partially offset by lower overall sales
volume.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses for the three months ended  September 30, 1997 remained  level with the
comparable period in the prior year totaling approximately $2.2 million. Certain
increases  in  information  technology  expenditures  included the hiring of two
specialists  during 1997 and the  incurrence of consulting  fees relating to the
evaluation  and  implementation  of a  new  MRP  system  which  will  begin  its
installation and training phase during 1998. These increases in selling, general
and  administrative  expense  were  offset by lower  sales and  marketing  costs
resulting  from the  elimination of an outside sales  representative  during the
fourth quarter of 1996 and the  non-recurrence  of production  costs  associated
with a new marketing brochure in 1996.


                                       9
<PAGE>



      INTEREST EXPENSE. Interest expense increased to $2.5 million for the three
months ended  September 30, 1997 from $1.9 million in the  comparable  period in
the prior year  primarily  as a result of the  increased  level of  indebtedness
incurred by the Company following the Refinancing in June 1997.

      PROVISION FOR INCOME TAX. The Company's  effective tax rates differed from
the applicable  statutory rates for the nine months ended September 30, 1997 and
1996 primarily due to  nondeductible  goodwill  amortization.  In addition,  the
September 30, 1997 tax rate was effected by the  expiration of certain state tax
net operating losses.


NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

      NET SALES. The Company's net sales increased to $76.4 million for the nine
months ended  September 30, 1997, an increase of $10.7 million,  or 16.2%,  over
the  comparable  period  in the  prior  year.  The  increase  in net  sales  was
attributable to the  non-comparability of nine month operating periods resulting
from the lack of  inclusion  of  Tredegar  sales for 1996 prior to the  Tredegar
Acquisition.  This  increase in net sales was  partially  offset by lower volume
requirements of certain  customers'  end-products,  the  discontinuance of a low
proprietary manufacturing process, and the loss of a molding program.

      GROSS PROFIT.  The Company's  gross profit  increased to $13.4 million for
the nine months ended September 30, 1997, an increase of $2.3 million, or 21.0%,
over the  comparable  period in the prior year.  The increase in gross profit is
primarily due to higher sales volume  resulting  from the Tredegar  Acquisition.
Gross profit margin  increased to 17.5% for the nine months ended  September 30,
1997 from 16.8% in the  comparable  period in the prior  year.  The  increase in
gross  profit  margin was  primarily  due to the  positive  impact on direct and
indirect  manufacturing  costs  resulting  from  the  overall  cost  improvement
measures  implemented  during the transition phase of the Tredegar  Acquisition.
The overall  improvement in gross profit margin was offset,  however, by a lower
volume of sales during 1997 in comparison to 1996.

      SELLING,  GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased to $6.4 million for the nine months ended September 30, 1997,
an increase of $1.0 million,  or 18.5%,  over the comparable period in the prior
year. The increase in selling, general and administrative expenses was primarily
due  to  incremental  expenses  related  to the  Tredegar  Acquisition  and  the
subsequent hiring of additional sales persons.

      AMORTIZATION. The Company's amortization of intangible assets increased to
$910,000  for the nine months  ended  September  30,  1997 from  $695,000 in the
comparable period in the prior year. This increase  resulted  primarily from the
amortization of goodwill and non-compete agreements associated with the Tredegar
Acquisition.

      INTEREST EXPENSE.  Interest expense increased to $6.4 million for the nine
months ended  September 30, 1997 from $4.1 million in the  comparable  period in
the prior year  primarily  as a result of the  increased  level of  indebtedness
incurred by the Company following the Refinancing in June 1997.

      OTHER EXPENSES (INCOME). Other expenses increased to $987,000 for the nine
months ended  September 30, 1997 from income of $9,000 in the comparable  period
in the prior year due primarily to  non-recurring  charges from related  parties
totaling  $555,000 for financial  advisory fees and  out-of-pocket  expenses and
$300,000 in legal fees each related to the Refinancing.

      PROVISION FOR INCOME TAX. The Company's  effective tax rates differed from
the applicable  statutory rates for the nine months ended September 30, 1997 and
1996 primarily due to  nondeductible  goodwill  amortization.  In addition,  the
September 30, 1997 tax rate was effected by the  expiration of certain state tax
net operating losses.

      EXTRAORDINARY   ITEM.  The  Company  recorded  an  extraordinary  loss  of
approximately  $4.8  million,  net of tax  benefits,  for the nine months  ended
September 30, 1997, due to the early  extinguishment  of indebtedness  resulting
from the  repayment  of certain  indebtedness  incurred in  connection  with the
Tredegar Acquisition.


                                       10
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

      The Company generated cash flows from operations totaling $7.8 million and
$6.1 million in the nine months ended September 30, 1997 and 1996, respectively.
The increase in cash flows from operations was primarily  impacted by a decrease
in  accounts  receivable  due to an  improved  collection  cycle,  a decrease in
inventory due to increased levels being placed on consignment and an increase in
the level of accrued interest due to semi-annual payments under the Notes.

      The Company's cash flows used in investing activities totaled $2.5 million
and $65.4 million,  excluding  capital lease  agreements for equipment  totaling
$1.6 million and $2.8 million,  in the nine months ended  September 30, 1997 and
1996,  respectively.  During the first nine months of 1997, the Company expended
$3.9 million in cash  capital  expenditures  primarily  for a new MRP system and
building  improvements  and ancillary  equipment  for a significant  new molding
program expected to begin production in January 1998.  These  expenditures  were
partially offset by proceeds  received from the sale of its Rochester,  New York
facility in the amount of $1.3 million.

      The  Company's  cash flows  (used in)  provided  by  financing  activities
totaled $(6.2) million and $59.8 million for the nine months ended September 30,
1997 and 1996,  respectively.  During the nine months ended  September 30, 1997,
the  extinguishment  of certain  indebtedness  incurred in  connection  with the
Tredegar  Acquisition with proceeds from the Notes  contributed to the cash used
in  financing  activities.  During the nine months  ended  September  30,  1996,
proceeds from indebtedness  incurred in connection with the Tredegar Acquisition
contributed significantly to resulting cash provided.

      Management believes that the Company's cash flow from operations, together
with borrowings under the NCA provides it with sufficient liquidity necessary to
fund  capital  improvements,  service  indebtedness  and  meet  working  capital
requirements for the Company's existing operations.

RECENT ACCOUNTING STANDARDS

      In February 1997, the Financial  Accounting  Standards Board (FASB) issued
Statement  of  Financial  Accounting  Standards  (SFAS)  No. 129  Disclosure  of
Information About Capital Structure. SFAS 129 requires the disclosure of certain
information  about an entity's  capital  structure,  which would include a brief
discussion  of  rights  and   privileges   for   securities   outstanding.   The
implementation  of SFAS 129 in not  expected to have an impact on the  Company's
financial  statements.  The standard will be effective  for financial  statement
periods ending after December 15, 1997.

      In June  1997,  the FASB  issued  SFAS No.  130,  Reporting  Comprehensive
Income,   which   establishes   standards  for  the  reporting  and  display  of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial  statements.  SFAS No. 130 is  expected  to impact the  Company in the
event that a minimum  pension  liability is required by SFAS No. 87,  Employers'
Accounting for Pensions, in that separate disclosure of comprehensive income and
its  components  must be  displayed  in equal  prominence  with net income.  The
standard will be effective for the Company for the year ended December 31, 1998.

      In June 1997, the FASB issued SFAS No. 131,  Disclosure  about Segments of
an  Enterprise  and  Related  Information,  which  changes  the way that  public
business  enterprises  report  information  about  operating  segments in annual
financial  statements  and  requires  that  those  enterprises  report  selected
information  about reportable  segments in interim  financial  reports issued to
shareholders.  In accordance  with SFAS No. 131, the Company will be required to
make  expanded  disclosures  relating to its products and markets.  The standard
will be effective  for the Company for the year ended  December 31, 1998 and for
interim periods in the year ended December 31, 1999.





                                       


                                       11
<PAGE>






Cautionary Statement on Forward-Looking Statements

      This Report contains forward-looking  statements within the meaning of the
Private Securities  Litigation Reform Act of 1995.  Investors are cautioned that
any  forward-looking  statements,  including  statements  regarding  the intent,
belief,  or  current  expectations  of the  Company or its  management,  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements  as a result of various  factors  including,  but not  limited to (I)
reliance on key  customers  and supply  contracts,  (ii)  volatility of customer
demand,  (iii) exposure to  fluctuations in resin cost and supply and (iv) other
risks  detailed  from  time to time in the  Company's  Securities  and  Exchange
Commission filing.  The Company does not intend to update these  forward-looking
statements.

PART II - OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)    Exhibit 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.


                                           Precise Technology, Inc.

Date:  November 14, 1997                   /s/John R. Weeks
       -----------------                   ------------------------------
                                           John R. Weeks                        
                                           President and Chief Executive Officer
                                         

Date:  November 14, 1997                   /s/William L. Remley
       -----------------                   ------------------------------
                                           William L. Remley
                                           Treasurer


                                       12



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<ARTICLE>                5
<MULTIPLIER>             1000
       
<S>                          <C>                       <C>  
<PERIOD-TYPE>                 3-MOS                    9-MOS
<FISCAL-YEAR-END>             DEC-31-1997              DEC-31-1997
<PERIOD-END>                  SEP-30-1997              SEP-30-1997
<CASH>                                455                    455
<SECURITIES>                            0                      0
<RECEIVABLES>                      12,603                 12,603
<ALLOWANCES>                           57                     57
<INVENTORY>                         7,337                  7,337
<CURRENT-ASSETS>                   22,252                 22,252
<PP&E>                             53,817                 53,817
<DEPRECIATION>                     10,891                 10,891
<TOTAL-ASSETS>                     93,752                 93,752
<CURRENT-LIABILITIES>              17,181                 17,181
<BONDS>                                 0                      0
                   0                      0
                             0                      0
<COMMON>                                1                      1
<OTHER-SE>                         (9,806)                (9,806)
<TOTAL-LIABILITY-AND-EQUITY>       93,752                 93,752
<SALES>                            24,616                 76,417
<TOTAL-REVENUES>                   24,616                 76,417
<CGS>                              20,145                 63,018
<TOTAL-COSTS>                      22,665                 70,306
<OTHER-EXPENSES>                       (4)                   987
<LOSS-PROVISION>                        0                      0
<INTEREST-EXPENSE>                  2,522                  6,410
<INCOME-PRETAX>                      (567)                (1,286)
<INCOME-TAX>                         (112)                   503
<INCOME-CONTINUING>                  (455)                (1,789)
<DISCONTINUED>                          0                      0
<EXTRAORDINARY>                         0                 (4,841)
<CHANGES>                               0                      0
<NET-INCOME>                         (455)                (6,630)
<EPS-PRIMARY>                           0.0                    0.0
<EPS-DILUTED>                           0.0                    0.0

                                 

        

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