PLASTI LINE INC /TN/
10-Q, 1996-11-13
MISCELLANEOUS MANUFACTURING INDUSTRIES
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             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549
                          Form 10-Q
                              
                         (Mark one)
                              
(    X    )   Quarterly Report Under Section 13 or 15(d)  of
the Securities Exchange Act of 1934

          For the quarter ended September 29, 1996
                              
                             Or
                              
(          )    Transition Report Pursuant to Section 13  or
15(d) of the Securities Exchange Act of 1934

  For the transition period from _______________ to _______________
                              
- ----------------------------------------------------------------------------    
                              
                      Plasti-Line, Inc.
   (Exact name of registrant as specified in its charter)
                              
                          Tennessee
      (State or other jurisdiction of incorporation or
                        organization)
                              
                         62-1218546
           (I.R.S. Employer Identification Number)
                              
                           0-15214
                  (Commission File Number)
                              
   623 E. Emory Road, P.O. Box 59043, Knoxville, Tennessee
                         37950-9043
          (Address of principal executive offices)
                              
                       (423) 938-1511
       (Registrant's phone number including area code)
                              
                       Not applicable
   (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, and (2) has been subject to such filing requirements
for the past 90 days.

                           Yes  X
                           No
                              
As  of   November 12, 1996  there were 3,785,157  shares  of
common stock outstanding.
<PAGE>
<TABLE>
<CAPTION>




                           PART I
                              
                           ITEM 1
                              
                    FINANCIAL INFORMATION
                              
                      PLASTI-LINE, INC.
                              
            Consolidated Condensed Balance Sheets
                              
   September 29, 1996 (1996) and December 31, 1995 (1995)
                              
                       (in thousands)
                              
        Assets
        ------
                                       1996              1995
                                    ---------         --------
                                   (Unaudited)        (Audited)
<S>                               <C>               <C>    
Current assets:
  Cash and cash equivalents       $      10         $      10
  Receivables, net                   23,356            27,050
  Inventories                        28,476            31,564
  Prepaid expenses                      948             1,080
  Deferred income taxes               1,876             1,876
                                     ------            ------  
       Total current assets          54,666            61,580

Net property and equipment           13,209            13,854

Goodwill                              1,428             1,508

Other assets                            212               208
                                     ------            ------
       Total Assets               $  69,515         $  77,150
                                     ======            ======
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              

See accompanying notes to consolidated condensed financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
 Liabilities and Stockholders' Equity 
 ------------------------------------
                                       1996             1995
                                    ----------        ---------   
                                    (Unaudited)       (Audited)

<S>                               <C>               <C>
Current liabilities:
  Current installments of
   long-term debt                 $     745         $   1,723
  Accounts payable                   10,336            14,660
  Accrued liabilities                 6,395             5,704
  Income taxes payable                  896               708
  Customer deposits and
   deferred revenue                   7,539             5,673
                                     ------            ------ 
       Total current liabilities     25,911            28,468
                                      
Long-term debt, excluding current
 installments                        16,218            23,575
Deferred income taxes                 1,123             1,123
Deferred liabilities                     93                93

Stockholders' equity:
  Preferred stock, $.001 par value.
   Authorized 5,000,000 shares;
   issued none                            -                 -
  Common stock, $.001 par value. 
   Authorized 20,000,000 shares,
   issued 3,785,157 shares                4                 4
  Additional paid-in-capital          2,804             2,729
  Notes receivable, common stock       (139)             (169)
  Retained earnings                  23,501            21,327
                                     ------            ------
       Total Stockholders' Equity    26,170            23,891
                                     ------            ------  
       Total Liabilities and
        Stockholders' Equity      $  69,515         $  77,150
                                     ======            ======
















See accompanying notes to consolidated condensed financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              
                              
                              PLASTI-LINE, INC.
                              
              Consolidated Condensed Statements of Operations
                              
                   (in thousands, except per share data)
                              
                               (Unaudited)                   (Unaudited)
                            Three Months Ended           Nine Months Ended
                        Sept.29,1996   Oct.1,1995   Sept.29,1996   Oct.1,1995
                        ------------   ----------   ------------   ----------
<S>                       <C>         <C>            <C>          <C> 
Net sales                 $  33,960   $   22,402     $   96,412   $   64,970

Cost of sales                27,797       18,560         79,929       53,604
                             ------       ------         ------       ------    
 Gross profit                 6,163        3,842         16,483       11,366

Selling, general, and
  administrative expenses     4,074        3,448         11,666       10,262
                             ------       ------         ------       ------  
 Operating income             2,089          394          4,817        1,104

Interest income                   3           12              7           24

Interest expense                419          204          1,320          649
                             ------       ------         ------       ------  
Income before income taxes    1,673          202          3,504          479

Income taxes                    636           92          1,331          222
                             ------       ------         ------       ------ 
Net income                $   1,037    $     110       $  2,173    $     257
                             ======       ======         ======       ====== 
Net income per share      $    0.27    $    0.03       $   0.57    $    0.07
                             ======       ======         ======       ======


















See accompanying notes to consolidated condensed financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             
                             PLASTI-LINE, INC.
             Consolidated Condensed Statements of Cash Flows
    Nine months ended September 29, 1996 (1996) and October 1, 1995 (1995)
                               (Unaudited)
                              (in thousands)
                                                           1996       1995
                                                           ----       ----   
<S>                                                   <C>        <C>
Cash flows from operating activities:
  Net income                                          $   2,173  $     257
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                       1,616      1,210
      Loss on sale of investments in 
       marketable securities                                  -          6
      Provision for losses on accounts receivable           169         53
      Decrease in net receivables                         3,525        697
      Decrease (increase) in inventories                  3,088     (8,362)
      Decrease in  prepaid expenses                         132        147
      Increase in other assets                              (41)         -
      Increase (decrease) in accounts payable            (4,324)       812
      Increase in accrued liabilities                       691      1,385
      Increase  in income taxes payable                     188        237
      Increase  in customer deposits
       and deferred revenue                               1,866      5,862
                                                         ------     ------
      Net cash provided (used) by operating activities    9,083      2,304
                                                         ------     ------ 
Cash flows from investing activities:
   Purchases of property and equipment                     (854)    (2,163)
   Proceeds from the sale and maturity of investments         -        593
                                                         ------     ------ 
      Net cash used by investing activities                (854)    (1,570)
                                                         ------     ------
Cash flows from financing activities:
   Net payments on  line of credit                       (8,289)      (793)
   Principal payments on long-term debt                     (46)       (49)
   Proceeds from sales of common stock                       70         26
   Payments of notes receivable - common stock               36         82
                                                          -----     ------
      Net cash used by financing activities              (8,229)      (734)
                                                         ------     ------ 
Net increase in cash and cash equivalents                     -          -

Cash and cash equivalents at beginning of year               10         10
                                                         ------     ------      
Cash and cash equivalents at end of period            $      10  $      10
                                                         ======     ======
Supplemental disclosures of cash flow information:
   Cash paid during the year for:
      Interest                                        $   1,344  $     649
      Income taxes                                        1,109         37
   Noncash transactions:
      Amortization of compensation 
       from restricted stock                          $       5  $      24
                                                         ======     ====== 

See accompanying notes to consolidated condensed
 financial statements.
</TABLE>
<PAGE>


                      PLASTI-LINE, INC.
    Notes to Consolidated Condensed Financial Statements
                              
1.Condensed Consolidated Financial Statements

  The  consolidated condensed balance sheet as of  September
  29,  1996,  and  the consolidated condensed statements  of
  operations  for the three and nine months ended  September
  29,  1996  and  October  1,  1995,  and  the  consolidated
  condensed  statements of cash flows for  the  nine  months
  ended  September 29, 1996 and October 1, 1995,  have  been
  prepared by the Company without audit.  In the opinion  of
  management,  all  adjustments (which include  only  normal
  recurring  adjustments) necessary to  present  fairly  the
  financial  position, results of operations and changes  in
  cash  flows  at  September 29, 1996, and for  all  periods
  presented have been made.

  Certain  information  and  footnote  disclosures  normally
  included  in  financial statements prepared in  accordance
  with  generally accepted accounting principles  have  been
  condensed   or  omitted.  It  is  suggested   that   these
  consolidated  condensed financial statements  be  read  in
  conjunction  with  the  financial  statements  and   notes
  thereto  included in the Company's 1995 Annual  Report  to
  Stockholders.   The results of operations for  the  period
  ended  September 29, 1996, are not necessarily  indicative
  of the operating results for the full year.

2.Principles of Consolidation

  The  financial  statements include  the  accounts  of  the
  Company  and its wholly owned subsidiaries, American  Sign
  &  Marketing  Services,  Inc., and Carter-Miot,  Inc.  All
  significant  intercompany accounts and  transactions  have
  been eliminated.

3.Inventories

  Inventories consist of the following:

                                     September 29, 1996   December 31, 1995
                                     ------------------   -----------------
  (in thousands)
  Finished goods                         $  19,610           $  22,008
  Work-in-process                            4,168               4,289
  Raw materials                              6,761               7,330
  Less:  LIFO inventory reserve             (2,063)             (2,063)
                                            ------              ------
  Total net inventory                    $  28,476           $  31,564
                                            ======              ======

  Inventories  are  stated at the lower-of-cost  or  market.
  Cost  is  determined  by  the  last-in,  first-out  method
  (LIFO).

4.Earnings Per Share

  Net  income  per  common share is based  on  the  weighted
  average  number  of  common and common  equivalent  shares
  outstanding  in each period.   For purposes  of  computing
  common  equivalent shares outstanding, shares relating  to
  options  have  been  calculated using the  treasury  stock
  method  for  the  portion of each  period  for  which  the
  options were outstanding and using the fair value  of  the
  Company's stock for each of the respective periods.

  The  weighted  average number of  common and common  stock
  equivalent shares outstanding at September 29, 1996,  were
  3,803,375.
<PAGE>
                              
                              
                              
                           ITEM 2
                              
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS
                              
A.   Consolidated results of operations for the three months
ended  September  29, 1996 (1996 Quarter), compared  to  the
consolidated  results  of operations for  the  three  months
ended October 1, 1995 (1995 Quarter):

The  Company's sales in the third quarter of 1996  increased
51.6%  to  $33,960,000 from $22,402,000 for the same  period
last  year.  Higher sales to McDonald's, mainly due  to  the
successful introduction of the Triview drive-thru  menuboard
system,  combined  with increased volumes  to  Burger  King,
represent   the  food  service  sales  gains  versus   1995.
Automotive sales remain strong largely due to sales from the
General  Motors Chevrolet facilities identification  program
under  which  we  are  assisting in the reidentification  of
Chevrolet dealerships across the country.

The  Company's gross profit margin during the  1996  Quarter
(18.1%)  was higher than the margin during the 1995  Quarter
(17.2%).    The  increase is primarily due  to  a  favorable
sales mix combined with increased sales volume.

Selling,   general,   and   administrative   expenses   were
$4,074,000  for the 1996 Quarter versus $3,448,000  for  the
1995  Quarter, a 18.2% increase.  The increase is  primarily
due to the addition of our Carter-Miot subsidiary as well as
the  impact  of  the higher sales.  Expenses  decreased  3.4
percentage points versus the 1995 Quarter to 12.0% of sales.

Operating  income was $2,089,000 and $394,000 for  the  1996
and 1995 Quarters, respectively.  Net income for the quarter
was $1,037,000 as compared to $110,000 for the third quarter
of  1995.  Net income per share for the quarter was $0.27 as
compared  to  $0.03  for the third  quarter  of  1995.   The
increases  are  primarily a result of higher sales.

Net  interest  expense increased to $416,000  for  the  1996
Quarter compared to $192,000 in the 1995 Quarter.  This  was
primarily the result of higher average debt balances.

B.   Consolidated results of of operations for the nine months
ended September 29, 1996, as compared  to  the  consolidated 
results  of operations for the nine months ended October  1,
1995:

Net sales were $96,412,000 for the first nine months of 1996
as  compared  to  $64,970,000 for the first nine  months  of
1995, a 48.4%  increase.  The increase is due to sales  from
our  new  subsidiary, Carter-Miot, Inc., as well  as  higher
in the automotive and  fast  food  customer  groups  of  the
Company's Plasti-Line East operations.

Cumulative gross profit as a percentage of sales at the  end
of  the  third  quarter of 1996 (17.1%) is  relatively  flat
compared to  the margin for the same period in 1995 (17.5%).
The  slight decrease in margin percent to sales is primarily
due to unfavorable manufacturing performance at the Company's
Knoxville  and California plants.

Selling,  general and administrative expenses for the  first
nine  months  of  1996  were  $11,666,000  as  compared   to
$10,262,000  for  the same period in 1995,  an  increase  of
13.7%.The increase  is due to the expenses of the  Company's
new subsidiary, Carter-Miot, as well as the impact of higher
sales volume.   Selling, general and administrative expenses
as  a  percentage of sales for 1996 is 12.1% as compared  to
17.5%  for  1995.   The  decrease in percent to sales is due
to  non-recurring expenses  incurred  in  1995 in  regard to
a  company-wide business  reengineering  project  which  was
finished  in  the fourth quarter of 1995.
<PAGE>


Operating  income  for the first nine  months  of  1996  was
$4,817,000 as compared to $1,104,000 during the same  period
in  1995,  an  increase  of  $3,713,000.   The  increase  is
primarily due to higher sales.

Net  interest expense increased to $1,313,000 for the  first
nine  months  of 1996 as compared to $625,000 for  the  same
period  in  1995.  This was primarily the result  of  higher
average debt balances.

Liquidity and Capital Resources

The  Company has working capital of $28,755,000, a  decrease
of   $4,357,000  from  the  amount  of  working  capital  at
December  31,  1995,  primarily due  to   decreases  in  net
receivables  and  inventories.    Funds of  $9,083,000  were
provided  by operating activities.  Decreases in receivables
and inventories were the primary source of funds.

Investing  activities used $854,000 as a result of  property
and   equipment   purchases.    Financing  activities   used
$8,229,000  primarily  as  a  result  of  payments  on   the
Company's line of credit.

The   Company's  future  capital  expenditures  will  relate
principally   to  the  acquisition  of  new  machinery   and
equipment  and furniture and fixtures designed  to  increase
productivity  and factory efficiency.  The Company  believes
its cash generated from operations and funds available under
the  existing line of credit are sufficient for all  planned
operating and capital requirements.

Seasonality

The Company's sales exhibit limited seasonality , with sales
in  the  first quarter generally being the lowest and fourth
quarter sales the highest.  First quarter sales tend  to  be
relatively  lower because of weather constraints which  slow
down customer's construction schedules and their pattern  of
sign  purchases.   Sales have normally  accelerated  in  the
second,  third,  and  fourth  quarters  corresponding   with
accelerating construction schedules.
<PAGE>

                           PART II
                              
                      OTHER INFORMATION
                              
Item 1. Legal Proceedings

        Not applicable.

Item 2. Changes in Securities

        Not applicable.

Item 3. Default Upon Senior Securities

        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 5. Other Information:
     
        None

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits - None.

        (b)  No reports on Form 8-K were filed during the
             quarter ended September 29, 1996.

                         SIGNATURES
                              
Pursuant  to the requirements of the Securities and Exchange
Act  of 1934, the Registrant has duly caused this report  to
be  signed  on its behalf by the undersigned thereunto  duly
authorized.
                              
                              
                      PLASTI-LINE, INC.
                         Registrant
                              
                              
                              
                              
                    /s/  Mark J. Deuschle
           ______________________________________
                      Mark J. Deuschle
                  Vice-President of Finance
    (Authorized Officer and Principal Financial Officer)
                              
         

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-29-1996
<PERIOD-END>                               SEP-29-1996
<CASH>                                              10
<SECURITIES>                                         0
<RECEIVABLES>                                    23855
<ALLOWANCES>                                       499
<INVENTORY>                                      28476
<CURRENT-ASSETS>                                 54666
<PP&E>                                           31660
<DEPRECIATION>                                   18451
<TOTAL-ASSETS>                                   69515
<CURRENT-LIABILITIES>                            25911
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             4
<OTHER-SE>                                       26166
<TOTAL-LIABILITY-AND-EQUITY>                     69515
<SALES>                                          96412
<TOTAL-REVENUES>                                 96412
<CGS>                                            79929
<TOTAL-COSTS>                                    79929
<OTHER-EXPENSES>                                 11497
<LOSS-PROVISION>                                   169
<INTEREST-EXPENSE>                                1320
<INCOME-PRETAX>                                   3504
<INCOME-TAX>                                      1331
<INCOME-CONTINUING>                               2173
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      2173
<EPS-PRIMARY>                                      .57
<EPS-DILUTED>                                      .57
        

</TABLE>


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