THT INC
10-Q, 1997-07-23
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           June 30, 1997
                               --------------------------------

                                       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     O-11365
                       -------------------

                                   THT Inc.
           --------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         Delaware                                           73-1284563
- ----------------------------------                     ------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)
 
33 Riverside Avenue, Westport, CT                              06880
- -----------------------------------------              ------------------
(Address of principal executive offices)               (Zip Code)
 
Registrant's telephone number, including area code:  (203) 226-6408
                                                     --------------
 
                                      N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

     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 requirement for the past 90 days.  Yes    x     No 
                                              -------     -------       

     As of July 17, 1997, the Registrant had 3,982,605 shares of Common Stock,
par value $.01 per share, outstanding.
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                    THT Inc.
                      Condensed Consolidated Balance Sheet
<TABLE> 
<CAPTION> 
 
                                                     June 30, 1997           September 30, 1996
                                                     -------------           ------------------
                                                      (Unaudited)
<S>                                                  <C>                     <C>  
Assets:

Current Assets:                                                 
  Cash and Cash Equivalents                            $ 1,601,253               $   914,325
  Trade Accounts Receivable (net of reserves                    
    of $29,000 at June 30, 1997 and $25,000 at                  
    September 30, 1996)                                  1,426,263                 1,236,254
  Inventories                                            1,859,035                 1,897,701
  Deferred Income Taxes                                    315,000                   315,000
  Other Current Assets                                     223,351                   128,786
                                                       -----------               -----------
                                                                
       Total Current Assets                              5,424,902                 4,492,066
                                                                
Property, Plant & Equipment, net                         3,234,294                 3,073,464
Intangible Assets, net                                   3,453,394                 3,203,744
Other Assets                                               316,667                   264,867
                                                       -----------               -----------
                                                                
       Total Assets                                    $12,429,257               $11,034,141
                                                       ===========               ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                     - 2 -
<PAGE>
 
                                    THT Inc.
                Condensed Consolidated Balance Sheet (continued)
<TABLE>
<CAPTION>
                                                           June 30, 1997   September 30, 1996
                                                           --------------  -------------------
                                                            (Unaudited)
<S>                                                        <C>             <C>
Liabilities and Stockholders' Equity
- ------------------------------------

Current Liabilities:
  Accounts Payable & Accrued Liabilities                     $ 1,577,321          $ 1,840,333
  Current Portion - Long-Term Debt                               400,000
  Due to Former Shareholders - Current                                                  8,821
  Income Taxes Payable                                            59,734               17,981
                                                             -----------          -----------
 
       Total Current Liabilities                               2,037,055            1,867,135
 
Long-Term Liabilities
  Long-Term Debt                                               1,500,000
  Due to Former Shareholders - Jackburn                                               604,000
  Notes to Related Party                                                              430,012
  Deferred Income Taxes                                          329,000              323,000
  Other Long-Term Liabilities                                    556,689              393,738
                                                             -----------          -----------
 
       Total Liabilities                                       4,422,744            3,617,885
 
Stockholders' Equity:
 
  Cumulative 14% nonvoting Preferred Stock,
    $.01 par value; 5,000 shares authorized,
    1,000 and 2,000 shares outstanding at June 30, 1997
    and September 30, 1996, respectively                       1,000,000            2,000,000
  Common Stock, $.01 par value; 25,000,000 shares
    authorized, 3,982,605 shares issued at
    June 30, 1997 and September 30, 1996                          39,826               39,826
  Additional Paid-In Capital                                  13,055,280           13,055,280
  Accumulated Deficit                                         (6,088,593)          (7,678,850)
                                                             -----------          -----------
 
       Total Stockholders' Equity                              8,006,513            7,416,256
                                                             -----------          -----------
 
Total Liabilities & Stockholders' Equity                     $12,429,257          $11,034,141
                                                             ===========          ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 3 -
<PAGE>
 
                                    THT Inc.
                 Condensed Consolidated Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                  Three Months Ended                  Nine Months Ended
                                                       June 30,                             June 30,
                                                   1997          1996               1997           1996
                                                   ----          ----               ----           ----
<S>                                             <C>           <C>                   <C>       <C>
Net Sales                                       $ 4,953,988   $ 5,125,803       $13,575,066     $14,426,127
Cost and Expenses                                                                            
  Cost of Sales                                   3,264,623     3,425,083         9,012,356       9,891,240
  Selling, General & Administrative Expenses        965,409       949,883         2,437,536       2,411,141
                                                -----------   -----------       -----------     -----------
                                                  4,230,032     4,374,966        11,449,892      12,302,381
                                                -----------   -----------       -----------     -----------
                                                                                             
Income from Operations                              723,956       750,837         2,125,174       2,123,746
                                                                                             
Other income (expense):                                                                      
  Interest Expense                                  (41,077)      (65,134)          (90,540)       (230,207)
  Interest Income                                    13,342         6,552            29,490          21,230
  Other                                             (19,911)      (55,378)          (57,867)        (94,783)
                                                -----------   -----------       -----------     -----------
                                                                                             
Income Before Income Taxes                          676,310       636,877         2,006,257       1,819,986
                                                                                             
Income Taxes:                                                                                
  Federal                                           (21,000)      (21,000)          (96,000)        (55,000)
  State                                             (51,000)      (46,000)         (145,000)       (160,000)
                                                -----------   -----------       -----------     -----------
                                                    (72,000)      (67,000)         (241,000)       (215,000)
                                                -----------   -----------       -----------     -----------
                                                                                             
Net Income                                          604,310       569,877         1,765,257       1,604,986
                                                                                             
Dividend on Preferred Stock                         (35,000)      (70,000)         (175,000)       (210,000)
                                                -----------   -----------       -----------     -----------
                                                                                             
Net Income Available to                                                                      
  Common Stockholders                           $   569,310   $   499,877       $ 1,590,257     $ 1,394,986
                                                ===========   ===========       ===========     ===========
                                                                                             
Accumulated Deficit - Beginning of Period        (6,657,903)   (8,556,577)       (7,678,850)     (9,451,686)
                                                                                             
Accumulated Deficit - End of Period             $(6,088,593)  $(8,056,700)      $(6,088,593)    $(8,056,700)
                                                ===========   ===========       ===========     ===========
                                                                                             
Net Income per Common Share                     $       .14   $       .13       $       .40     $       .35
                                                ===========   ===========       ===========     ===========
  (After Preferred Stock Dividend)                                                           
                                                                                             
Primary weighted average number                                                              
  of shares outstanding                           3,982,605     3,982,605         3,982,605       3,982,605
                                                ===========   ===========       ===========     ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                     - 4 -
<PAGE>
 
                                   THT Inc.
                Condensed Consolidated Statement of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                              June 30,
                                                         1997          1996
                                                     --------------------------
<S>                                                  <C>           <C>
Cash flows from operating activities:
 
Net income                                            $1,765,257    $1,604,986
                                                      ----------    ----------
Adjustments to reconcile net income to net cash
 provided by operating activities:
      Depreciation and amortization                      406,783       413,389
      Deferred compensation                              162,951        67,448
      Loss on disposal of property                                      35,553
      Accounts receivable write-off                                    280,111
      Changes in assets and liabilities:
         Accounts receivable, net                       (190,009)     (273,438)
         Inventories                                      38,666       298,106
         Other current assets                            (94,565)      (32,374)
         Other assets                                    (51,800)      (43,165)
         Accounts payable and accrued liabilities       (227,012)     (403,747)
         Due to former shareholders - current             (8,821)      (30,004)
         Income taxes payable                             41,753        59,032
                                                      ----------    ----------
 
      Net cash provided by operating activities        1,843,203     1,975,897
 
Cash flows from investing activities:
 
Purchase of property and equipment (net)                (551,263)     (477,532)
Settlement of former shareholders' earnout              (296,000)
                                                      ----------    ----------
 
      Net cash used in investing activities             (847,263)     (477,532)
 
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>
 
                                   THT Inc.
          Condensed Consolidated Statement of Cash Flows (continued)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                       June 30,
                                                                  1997          1996
                                                              --------------------------
<S>                                                           <C>           <C>
Cash flows from financing activities:
 
Repayment of debt                                              (2,034,012)   (1,513,041)
Cash dividends paid                                              (175,000)     (210,000)
Note payable                                                      900,000
Preferred Stock repurchased                                    (1,000,000)
Proceeds from debt                                              2,000,000       175,865
                                                              -----------   -----------
 
      Net cash used in financing activities                      (309,012)   (1,547,176)
                                                              -----------   -----------
 
      Net increase (decrease) in cash and cash equivalents        686,928       (48,811)
 
      Cash and cash equivalents at beginning
        of period                                                 914,325       458,824
                                                              -----------   -----------
 
      Cash and cash equivalents at end of period              $ 1,601,253   $   410,013
                                                              ===========   ===========



Supplemental disclosure of cash flow information:
  Cash paid during the period for:

     Interest                                                 $    77,891   $  164,096
                                                              ===========   ==========
                                                            
     Taxes                                                    $   165,986   $  156,185
                                                              ===========   ==========
</TABLE> 


   The accompanying notes are an integral part of these financial statements.

                                      -6-
<PAGE>
 
                                    THT Inc.
              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

Note 1 - General

    The accompanying interim condensed consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in the September 30, 1996 Annual Report included on Form 10-K.

    The condensed consolidated financial statements for the three-month and
nine-month periods ended June 30, 1997 are unaudited but, in the opinion of
Management, include all adjustments, consisting only of normal recurring
accruals, necessary for a fair statement of the results of such interim periods.
Interim results are not necessarily indicative of results for a full year.


Note 2 - Jackburn Settlement

    On February 3, 1997, the Company paid the former Jackburn shareholders
$900,000.  This payment was made to satisfy the balance of $604,000 due on a 9%
Mortgage Note.  The balance of $296,000 was applied to any and all obligations
due for any Excess Cash Flow liability for the remaining two years ending
September 30, 1997 and 1998.  See Note 3 regarding financing of this settlement.


Note 3 - Bank Financing

    On March 27, 1997, the Company entered into a Credit Agreement (the
"Agreement") with Fleet Bank, N.A. ("Fleet").  The Agreement provides for a
$2,000,000 term loan ("Term Loan") and for a $2,000,000 revolving line of credit
("Line of Credit") to the Company.  The Term Loan is for a term of five years
and provides for quarterly principal payments of $100,000, which commenced on
June 30, 1997, with interest payable monthly in arrears.  The Line of Credit is
for a period of two years, and upon the expiration thereof, unless such Line of
Credit is extended, the outstanding principal amount then outstanding, if any,
is due and payable.  Interest on the Line of Credit is payable monthly in
arrears.

    Interest on the outstanding principal amount of the Term Loan and on the
outstanding principal amount of the Line of Credit will accrue, at the Company's
option, at Fleet's prime rate, as announced from time to time, or the London
Interbank Offer Rate ("LIBOR") plus 2%.  Both the Term Loan and the Line of
Credit are secured by all of the Company's assets, pursuant to the terms of
certain security agreements, dated as of March 27, 1997.  At June 30, 1997, the
remaining principal amount due under the Term Loan of $1,900,000 bears interest
at a rate of 7.9375%.

                                     - 7 -
<PAGE>
 
    The Company borrowed the aggregate principal amount under the Term Loan to
redeem 1,000 shares of its Preferred Stock owned of record by PH II Holdings,
Inc. ("PH II"), an affiliate of the Company.  The redemption price of the
Preferred Stock was $1,000,000, the face value of such stock.  In addition, the
loan proceeds were used by the Company to repay PH II $500,000, representing the
remaining outstanding principal balance, plus accrued interest, due such entity
under the terms of a demand note dated February 3, 1997, and which note was in
the original principal amount of $900,000, and was originally issued to fund the
satisfaction of obligations due the former shareholders of Jackburn Mfg., Inc.;
and to repay $430,012 principal amount, plus accrued interest, due PH II under
the terms of a promissory note dated June 1, 1992 and which note was due on May
31, 2002.

    The Company is required under the Agreement to adhere to certain affirmative
and negative covenants, and borrowings under the Line of Credit is limited to
80% of eligible accounts receivables and 50% of the inventory of the Company, as
set forth in the Agreement.  The Line of Credit supersedes a $1,000,000 line of
credit with Fleet which was due to expire on May 1, 1997.


Note 4 -Inventories

    Inventories of Jackburn Mfg., Inc. ("Jackburn"), a wholly-owned subsidiary
of the Company, are valued at the lower of cost or market on a last-in, first-
out (LIFO) basis for generally all raw materials including the raw material
content of work in process and finished goods.  Labor and manufacturing overhead
are valued at cost on a first-in, first-out (FIFO) basis.  Inventories of the
Company's other wholly-owned subsidiary, Setterstix Corp. ("Setterstix"), are
stated at the lower of cost or market on a first-in, first-out (FIFO) method.

    Inventories consist of the following:

<TABLE>
<CAPTION>
 
                                        June 30,     September 30,
                                          1997           1996
                                      ----------      ----------
                                     (Unaudited)
<S>                                  <C>             <C> 
Raw materials                         $  774,952      $  913,946
Work in process                          159,296         228,926
Finished goods                           871,024         697,984
Packaging and supplies                    53,763          56,845
                                      ----------      ----------
Total inventories                     $1,859,035      $1,897,701
                                      ==========      ==========
</TABLE>

                                     - 8 -
<PAGE>
 
Note 5 - Property, Plant and Equipment

Property, plant and equipment consist of:
<TABLE>

                                          June 30,     September 30,
                                            1997           1996
                                        ----------      ----------
                                        (Unaudited)
<S>                                     <C>            <C>
                                    
Land                                    $  114,522      $  102,557
Buildings and improvements               1,907,205       1,816,181
Machinery and equipment                  3,798,662       3,403,627
Furniture, fixtures & autos                 94,437          97,171
                                        ----------      ----------
                                         5,914,826       5,419,536
                                    
Less accumulated depreciation            2,680,532       2,346,072
                                        ----------      ----------
                                     
Total property, plant and equipment     $3,234,294      $3,073,464
                                        ==========      ==========
</TABLE>

Note 6 - Income Taxes

    The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards Number 109 "Accounting for Income Taxes" (FAS No.
109").  The Company anticipates utilizing its deferred tax assets primarily to
the extent of its deferred tax liabilities.  As of June 30, 1997, the Company
has extinguished the remaining net operating loss carryforward for tax purposes.
Such carryforward was $1,700,000 at the start of the 1997 fiscal year.  As a
result, the Company has begun providing for income taxes in 1997 at expected
levels.


Note 7 -  Net Income per Common Share

    Net income per Common Share is calculated by dividing net income after
reduction for dividends on Preferred Stock, by the weighted average number of
shares of Common Stock outstanding during the three and nine month periods ended
June 30, 1997 and 1996.


Note 8 - Preferred Stock

    For each of the quarters ended December 31, 1996, March 31, 1997, and June
30, 1997, the Company has declared and paid cash dividends on its outstanding
Preferred Stock in the amount of $70,000, $70,000 and $35,000, respectively.
(See Note 3 regarding repurchase of Preferred Stock.)

                                     - 9 -
<PAGE>
 
Note 9 - Employee Stock Options

    The Financial Accounting Standards Board has issued Financial Accounting
Standard No. 123 ("SFAS 123").  SFAS 123 allows companies to record compensation
cost based on fair value of stock options, or to continue to record compensation
cost under APB 25, "Accounting for Stock Issued to Employees"  (compensation
cost measured as the excess of fair value of the stock over the options price).
For companies using APB 25, the notes to the financial statements must disclose
pro forma net income and earnings per share as if it had used the fair value of
stock options (SFAS 123). The Company has elected to adopt the disclosure
requirements of SFAS 123.


Note 10 - New Accounting Pronouncements

    In February, 1997, the Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share, which
is effective for financial statements for both interim and annual periods ending
after December 15, 1997.  Early adoption of the new standard is not permitted.
The new standard eliminates primary and fully diluted earnings per share and
requires presentation of basic and diluted earnings per share, together with
disclosures of how the per-share amounts were computed.  The adoption of this
new standard is not expected to have a material impact on the disclosure of
earnings per share in the financial statements.

                                     - 10 -
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

    Except for the historical information contained herein, the matters
discussed in this Quarterly Report on Form 10-Q are forward-looking statements
which involve risks and uncertainties, including, but not limited to, economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices, and other factors discussed
in the Company's other filings with the Securities and Exchange Commission.


Liquidity and Capital Resources
- -------------------------------

    The Company had working capital of $3,387,847 as of June 30, 1997, as
compared to working capital of $2,624,931 as of September 30, 1996.  The
increase in the Company's working capital was due primarily to the Company's
profits, partially offset by investments made in property, plant and equipment,
the repayment of the long-term mortgage note to the former Jackburn
shareholders, as defined below, and the additional debt incurred to redeem
certain of the Company's Preferred Stock.  The Company had cash on hand as of
June 30, 1997 of $1,601,253, as compared to $914,325 as of September 30, 1996.

    In accordance with the terms of an agreement with the former shareholders
(the "Former Jackburn Shareholders") of Jackburn Mfg., Inc. ("Jackburn"), the
Company paid the Former Jackburn Shareholders $13,177 in January, 1997 and
$30,004 in January, 1996.  Such payments represented Jackburn's excess cash
flow, as defined under such agreement, for the years ended September 30, 1996
and 1995, respectively.  In February, 1997, the Company accelerated payment of a
9% Mortgage Note (the "Mortgage Note") originally issued in the principal amount
of $604,000 and due in October, 2000.  All liens on the property which secured
this Mortgage Note have been released.  In addition, the Company settled the two
remaining years of excess cash flow payments due to the Former Jackburn
Shareholders.  On February 3, 1997, a lump-sum payment of $900,000 was made to
the Former Jackburn Shareholders as final settlement of the Mortgage Note and
the remaining excess cash flow liability.

    On March 27, 1997, the Company entered into a Credit Agreement (the
"Agreement") with Fleet Bank, N.A. ("Fleet").  The Credit Agreement provides for
a $2,000,000 term loan ("Term Loan") to the Company and for a $2,000,000
revolving line of credit ("Line of Credit") to the Company.  The Term Loan is
for a term of five years and provides for quarterly principal payments of
$100,000, which commenced on June 30, 1997, with interest payable monthly in
arrears.  The Line of Credit is for a period of two years, and upon the
expiration thereof, unless such Line of Credit is extended, the outstanding
principal amount then outstanding, if any, is due and payable.  Interest on the
Line of Credit is payable monthly in arrears.

    Interest on the outstanding principal amount of the Term Loan and on the
outstanding principal amount of the Line of Credit will accrue, at the Company's
option, at Fleet's prime rate, as announced from time to time, or the London
Interbank Offer Rate ("LIBOR") plus 2%.  Both 

                                     - 11 -
<PAGE>
 
the Term Loan and the Line of Credit are secured by all of the Company's assets,
pursuant to the terms of certain security agreements, dated as of March 27,
1997.

    On March 31, 1997, the Company borrowed $2,000,000 under the Term Loan.  Of
such borrowing, $100,000 was repaid on June 30, 1997.  The remaining $1,900,000
principal amount thereof bears interest at a rate of 7.9375%.  To the extent the
Line of Credit is not utilized by the Company, the Company is obligated to pay
an annual commitment fee of .1875% for the average unused portion of the Line of
Credit.  As of June 30, 1997, the Company did not borrow any money under the
Line of Credit.

    The Company borrowed the aggregate principal amount under the Term Loan to
redeem 1,000 shares of its Preferred Stock owned of record by PH II Holdings,
Inc. ("PH II"), an affiliate of the Company.  The redemption price of the
Preferred Stock was $1,000,000, the face value of such stock.  In addition, the
loan proceeds were used by the Company to repay PH II $500,000, representing the
remaining outstanding principal balance, plus accrued interest, due such entity
under the terms of a demand note dated February 3, 1997, and which note was in
the original principal amount of $900,000, and was originally issued to fund the
satisfaction of obligations due the Former Jackburn Shareholders and to repay
$430,012 principal amount, plus accrued interest, due PH II under the terms of a
promissory note dated June 1, 1992 and which note was due on May 31, 2002.  The
demand note bore interest at the prime rate and the promissory note bore
interest at the prime rate plus 2%.

    The Company is required under the Agreement to adhere to certain affirmative
and negative covenants, and borrowings under the Line of Credit is limited to
80% of eligible accounts receivables and 50% of the inventory of the Company, as
set forth in the Agreement.  The Line of Credit supersedes a $1,000,000 line of
credit with Fleet which was due to expire on May 1, 1997.
 
    The Company intends to fund its operations in the near term from cash on
hand and from cash flow generated from operations, and from the existing, unused
line of credit from Fleet, as described above (which unused line of credit
equalled $2,000,000 at June 30, 1997).  Except as described herein, the Company
is unaware of any other material commitments which may adversely affect its
liquidity in the near term.


Results of Operations
- ---------------------

Nine Months Ended June 30, 1997, as compared to the Nine Months Ended June 30,
- ------------------------------------------------------------------------------
1996
- ----

    The Company, on a consolidated basis, generated net sales of $13,575,066 for
the nine-month period ended June 30, 1997, as compared to net sales of
$14,426,127 for the same period of the prior year.

                                     - 12 -
<PAGE>
 
    The overall approximate 5.9% decrease in sales over the prior year was due
to an approximate 1% increase in sales at the Company's Setterstix subsidiary,
offset by an approximate 17% decrease at its Jackburn subsidiary.  The increase
in sales at the Setterstix subsidiary was due mainly to volume increases which
were substantially offset by price decreases caused by decreases in raw material
paper prices.  The decrease in sales at Jackburn was due mainly to reduced
volume from two customers.

    Gross profit was $4,562,710 (approximate 34% gross profit margin) for the
nine months ended June 30, 1997, as compared to $4,534,887 (approximate 31%
gross profit margin) for the same period of the previous year.  The increase in
gross profit was due mainly to the decrease in the overall cost of the Company's
products at its Setterstix subsidiary.  In addition, the increase in gross
profit margin was due to lower direct labor and material costs and to
efficiencies gained from the recent manufacturing improvements due to the
Company's investment in capital expenditures, partially offset by lower margins
at Jackburn due to lower sales volume which did not absorb fixed operating
costs.

    Selling, general and administrative expenses were $2,437,536 and $2,411,141
for the nine months ended June 30, 1997 and 1996, respectively.  The change was
insignificant.

    Interest expense was $90,540 versus $230,207 for the nine months ended June
30, 1997 and 1996, respectively.  The decrease is the result of reduced debt
principal levels from the prior year.

    The Company generated net income of $1,765,257 for the nine months ended
June 30, 1997, as compared to net income of $1,604,986 for the same period of
the prior year.  The approximate 10% increase in net income was the result of
the increase in gross profits plus the reduction in interest expense, partially
offset by higher Federal income tax expense during the period.

Three Months Ended June 30, 1997, as compared to the Three Months Ended June 30,
- --------------------------------------------------------------------------------
1996
- ----

    The Company, on a consolidated basis, generated net sales of $4,953,988 for
the three-month period ended June 30, 1997, as compared to net sales of
$5,125,803 for the same period of the prior year.

    The overall approximate 3.4% decrease in sales over the prior year's quarter
was due to an approximate 2% decrease in sales at the Company's Setterstix
subsidiary and an approximate 6% decrease at its Jackburn subsidiary.  The
decrease in sales at the Setterstix subsidiary was due mainly to price decreases
caused by decreases in raw material paper prices.  The decrease in sales at
Jackburn was due mainly to reduced volume from two customers, partially offset
by sales from a new customer.

    Gross profit was $1,689,365 (approximate 34% gross profit margin) for the
three months ended June 30, 1997, as compared to $1,700,720 (approximate 33%
gross profit margin) for the same period of the previous year.  The decrease in
gross profit was due mainly to the decrease in sales, partially offset by a
reduction in the overall cost of the Company's products at its Setterstix

                                     - 13 -
<PAGE>
 
subsidiary.  In addition, the increase in gross profit margin was due to lower
direct labor and material costs and to efficiencies gained from the recent
manufacturing improvements due to the Company's investment in capital
expenditures, partially offset by lower margins at Jackburn due to lower sales
volume which did not absorb fixed operating costs.

    Selling, general and administrative expenses were $965,409 and $949,883 for
the three months ended June 30, 1997 and 1996, respectively.  The change was
insignificant.

    Interest expense was $41,077 versus $65,134 for the three months ended June
30, 1997 and 1996, respectively.  The decrease is the result of reduced debt
principal levels from the prior year.

    The Company generated net income of $604,310 for the three months ended June
30, 1997, as compared to net income of $569,877 for the same period of the prior
year.  The approximate 6% increase in net income was the result of the increase
in gross profit margins, plus the reduction in interest expenses during the
period, partially offset by higher federal income tax expense during the period.

                                     - 14 -
<PAGE>
 
                          PART II - OTHER INFORMATION



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

        (a) Exhibits.
 
                None


        (b) Reports on Form 8-K.

                The Company filed a Current Report on Form 8-K dated April 2,
                1997 to report a new credit arrangement with Fleet Bank, N.A.

                                     - 15 -
<PAGE>
 
                                   SIGNATURES
                                   ----------



    Pursuant to the requirement of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



Dated:  July 21, 1997               By:  /s/ Frederick A. Rossetti
                                         ---------------------------
                                    Frederick A. Rossetti, President,
                                    Principal Executive Officer,
                                    and Principal Accounting Officer

                                     - 16 -

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<PAGE>
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<CIK> 0000721602
<NAME> THT INC.
       
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<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             OCT-01-1996
<PERIOD-END>                               JUN-30-1997
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                                0
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