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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the Quarterly Period Ended Commission file number
September 30, 1997 0-14427
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LA-MAN CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 38-2286268
(State or other jurisdiction (I.R.S. Employer
of incorporation or other organization) Identification Number)
5029 EDGEWATER DRIVE, ORLANDO, FLORIDA 32810 (407) 521-7477
(Address, including zip code, and telephone number, including area code, of
registrant's office)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities 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.
[x] Yes [ ] No
As of October 30, 1997, 3,418,788 shares of Common Stock were outstanding.
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PART 1 - FINANCIAL INFORMATION
LA-MAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30,
1997
-------------
ASSETS
Current Assets:
Cash $ 197,649
Accounts receivable:
Trade, less allowance for doubtful accounts of $215,506 2,582,768
Other 142,143
Inventories 1,116,110
Costs and estimated earnings in excess of billings on uncompleted contracts 24,011
Prepaid expenses 378,914
Deferred tax assets 358,750
-------------
Total current assets 4,800,345
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Property, plant and equipment, less accumulated depreciation 2,789,146
-------------
Other assets:
Intangibles, less accumulated amortization 2,877,749
Other 322,306
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Total other assets 3,200,055
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$10,789,546
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $752,939
Customer deposits 610,476
Accrued expenses 811,876
Deferred income 29,418
Current portion of long-term debt 360,000
Current portion of obligations under capital leases 30,204
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Total current liabilities 2,594,913
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Non-current liabilities:
Long-term debt, less current maturities 2,898,331
Obligations under capital leases, less current portion 9,698
Deferred tax liabilities 19,500
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Total non-current liabilities 2,927,529
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Stockholders' equity:
Common stock 3,408
Additional paid-in capital 5,962,844
Accumulated deficit (699,148)
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Total stockholders' equity 5,267,104
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$10,789,546
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See accompanying notes to condensed consolidated financial statements.
2
LA-MAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
------------------------
1997 1996
---------- ----------
Sales $5,081,347 $4,213,837
Costs of sales 2,688,579 2,277,187
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Gross profit 2,392,768 1,936,650
Operating expenses 1,987,106 1,638,413
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Income from operations 405,662 298,237
---------- ----------
Other income (expense):
Interest income 26,842 23,879
Interest expense (72,151) (49,710)
Loss on disposals of property and equipment - (1,143)
Other - 372
---------- ----------
(45,309) (26,602)
---------- ----------
Income from continuing operations before
provision for income taxes 360,353 271,635
Provision for income taxes 70,000 -
---------- ----------
Income from continuing operations 290,353 271,635
Loss from operations of discontinued segment 155,990
---------- ----------
Net income $ 290,353 $ 115,645
========== ==========
Income (loss) per share:
Continuing operations $ 0.09 $ 0.08
Discontinued operations - (0.05)
---------- ----------
Net income per share $ 0.09 $ 0.03
========== ==========
Weighted average number of shares outstanding 3,383,838 3,218,879
========== ==========
See accompanying notes to condensed consolidated financial statements.
3
LA-MAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
---------------------
1997 1996
--------- ---------
Cash flows from operating activities:
Net income $ 290,353 $ 115,645
Adjustments to reconcile net income to net cash
used for operating activities:
Loss from discontinued operations - 155,990
Depreciation and amortization 119,223 117,738
Gain on disposal of property and equipment - (1,143)
Contribution of common stock to 401(k) plan 23,274 21,735
Realization of deferred income (9,828) (19,096)
Change in deferred income taxes 35,750 (21,275)
Tax benefit on exercise of stock options 13,250 -
Changes in assets and liabilities:
Accounts receivable, trade (364,523) (112,590)
Other receivables 38,921 87,493
Inventories 20,518 (360,162)
Prepaid expenses 14,414 (13,170)
Accounts payable (66,020) (1,554)
Customer deposits (19,067) 15,425
Accrued expenses (336,862) (78,062)
--------- ---------
Net cash used for continuing operating activities (240,597) (93,026)
--------- ---------
Net cash used for discontinued operating activities (8,316) (137,361)
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (101,793) (85,200)
Net cash received from acquisition of Certified
Maintenance Services, Inc. 28,587 -
Other - (31,964)
--------- ---------
Net cash used for investing activities (73,206) (117,164)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of notes payable,
net of debt issue costs 307,957 -
Principal payments on notes payable (77,625) (26,384)
Proceeds from sales of stock, net of issuance costs 67,184 18,750
Payments on capital lease obligations (9,061) (4,347)
Net change in line of credit borrowings - 275,100
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Net cash provided by financing activities 288,455 263,119
--------- ---------
Decrease in cash (33,664) (84,432)
Cash, beginning of period 231,313 112,727
--------- ---------
Cash, end of period $ 197,649 $ 28,295
========= =========
See accompanying notes to condensed consolidated financial statements.
4
LA-MAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The financial information included herein is unaudited and does not
include all of the information and disclosures required by generally accepted
accounting principles; however, such information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the Company's financial
position and results of operations for the interim periods. Certain
reclassifications have been made in the 1996 financial statements to conform to
the 1997 presentation. This report should be read in conjunction with the
Consolidated Financial Statements included in the Company's Annual Report on
Form 10-KSB for the year ended June 30, 1997.
The results of operations for the three months ended September 30, 1997,
are not necessarily indicative of the results to be expected for the full year.
NOTE 2 - ACQUISITIONS
On July 1, 1997, the Company acquired all of the outstanding common stock
of Certified Maintenance Services, Inc. ("Certified") for the assumption of
Certified's net liabilities of approximately $525,000. The acquisition was
recorded using the purchase method of accounting. Accordingly, the purchase
price was allocated to the net assets acquired based upon their estimated fair
market values. The excess of the purchase price over the estimated fair value
of net assets acquired amounted to approximately $525,000, which has been
accounted for a goodwill and is being amortized over its estimated life of 40
years. The operating results of Certified are included in the Company's
consolidated results of operations from the date of acquisition.
NOTE 3 - INVENTORIES
Inventories at the end of interim periods are based on perpetual
inventory records. Inventories consisted of the following at September 30,
1997:
Raw materials and work in progress $994,457
Finished goods 121,653
----------
$1,116,110
==========
5
NOTE 4 - UNCOMPLETED CONTRACTS
The costs and estimated earnings in excess of billings on uncompleted
contracts consisted of the following at September 30, 1997:
Costs incurred on uncompleted contracts $192,221
Estimated earnings 99,790
--------
292,011
Billings to date 268,000
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$ 24,011
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NOTE 5 - REVOLVING LINE OF CREDIT
The Company has a $1,300,000 revolving bank line of credit. Advances on
the credit line carry an interest rate of 1% over prime. The line of credit,
which is renewable, initially matures August 1, 1999, and is collateralized by
property, accounts receivable and inventory, and subsidiary guarantees. The
loan agreement contains covenants which require the Company to maintain certain
financial and operating ratios. At September 30, 1997, the Company had no
outstanding advances on this line of credit.
NOTE 6 - LONG TERM DEBT
On August 28, 1997, the Company obtained a letter of credit from a
national bank and issued notes payable secured by that letter of credit in the
amount of $2.5 million. The notes bear interest at a variable rate (which,
including the effect of amortization of finance costs, was an effective rate of
approximately 7.0% at September 30, 1997). Approximately $2.1 million of the
proceeds were used to pay off all previously outstanding Company debt, including
debt assumed in the Certified acquisition, except for the Company's 8%, $750,000
convertible note payable. Interest payments are due on the notes on a monthly
basis with annual principal payments due each August through the 2012 maturity
date.
NOTE 5 - LEGAL PROCEEDINGS AND DISCONTINUED OPERATIONS
In November 1996, the contracts between MCI Telecommunications, Inc.
("MCI") and Vision Trust Marketing, Inc. ("VTM") for marketing MCI long-distance
services were abruptly terminated by MCI. The contract for commercial customers
was originally executed in 1994 and was restated and extended for a new five-
year term in May 1996. This contract revision had been proposed by MCI in
September 1995 and discussed with VTM over a period of eight months. In
reliance on the new contract, VTM invested heavily in staff, facilities and
equipment in anticipation of significant commissions as a result of enhancements
in the revised contract. A lawsuit was filed by VTM on April 16, 1997, seeking
the recovery of damages from MCI. A series of motions have been filed, but no
significant court decisions have been made to date.
Because VTM is no longer contracted to market MCI long distance services,
its sole line of business, the Company discontinued the operations of VTM in
December 1996. Sales for VTM for the three months ended September 30, 1996
amounted to $64,964. Losses totaling $284,000 for the write-down of VTM's
assets to net realizable value were recognized in December 1996.
6
NOTE 6 - CAPITAL STOCK
During the three months ended September 30, 1997, 65,100 options to
purchase the Company's $.001 par value common stock were exercised at a price of
$.84 per share for cash proceeds to the Company of $54,684. An additional
10,000 options were exercised at a price of $1.25 per share for cash proceeds to
the Company of $12,500. A tax benefit of $13,250 from these exercises was
credited to additional paid-in-capital.
Also during the three months ended September 30, 1997, 8,866 shares of
common stock valued at $23,274 were issued in connection with the Company's
401(k) Plan matching contribution and 13,047 shares of common stock valued at
$33,400 were issued to various employees under bonus compensation plans.
On August 29, 1997, options to acquire up to 50,000 shares of the
Company's $.001 par value common stock were issued as an advance payment for
investment consulting services. Additional paid in capital was credited for
$16,000, the fair value of the options issued.
NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes noncash investing and financing transactions
during the three months ended September 30, 1997 and 1996:
1997 1996
--------- --------
Debt refinancing $2,005,318 $ -
Debt issue costs paid from notes payable 167,605 -
Assumption of liabilities for net assets of
Certified Maintenance Services, Inc. 496,413 -
Common stock issued for payment of incentive bonuses 33,400 -
Fair value of stock options issued for investment consulting services 16,000 -
Issuance of common stock for 401(k) matching contribution 23,274 21,735
Issuance of common stock for 5% stock dividend - 152,768
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS
In February, 1997 the Financial Accounting Standards Board issued
Statement of Financial Accounts Standards No. 128, "Earnings per Share" (FAS
128) which is effective for financial statements issued for periods ending after
December 15, 1997. Had the provisions of FAS 128 been applied to earnings for
the quarters ended September 30, 1997 and 1996, the earnings per share
presentation would have been as follows:
7
1997 1996
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Basic earnings per common share:
Continuing operations $ 0.09 $ 0.08
Discontinued operations - (0.05)
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$ 0.09 $ 0.03
========== ==========
Weighted average number of shares outstanding 3,383,838 3,218,879
========== ==========
Diluted earnings per common share:
Continuing operations $ 0.07 $ 0.07
Discontinued operations - (0.04)
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$ 0.07 $ 0.03
========== ==========
Weighted average number of shares outstanding 4,488,395 3,884,993
========== ==========
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (FAS
130) and No. 131, "Disclosure about Segments of an Enterprise and Related
Information" (FAS 131). FAS 130 establishes standards for reporting and
displaying comprehensive income, its components and accumulated balances. FAS
131 establishes standards for the way public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. Both FAS 130 and FAS 131 are effective for periods
beginning after December 15, 1997. Neither FAS 130 nor FAS 131 is expected to
have a material impact on the Company's financial statements.
(THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK)
8
LA-MAN CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The following discussion should be read in conjunction with management's
discussion and analysis of financial condition and results of operations set
forth in the Company's Annual Report on Form 10-KSB for the year ended June 30,
1997, filed with the Securities and Exchange Commission on September 25, 1997,
which discussion is incorporated herein by reference.
Except for the historical information contained herein, the matters
addressed in this Quarterly Report on Form 10-QSB may constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended. Such forward-looking statements are subject to a variety of risks and
uncertainties that could cause actual results to be different materially from
those anticipated by the Company's management. The Private Securities
Litigation Reform Act of 1995 (the "1995 Act") provides certain "safe harbor"
provisions for forward-looking statements. All forward-looking statements made
in this Quarterly Report on form 10-QSB are made pursuant to the 1995 Act. For
more information on the potential factors which could affect the Company's
financial results, reference should be made to the Company's filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1997.
The results of operations for the three months ended September 30, 1997,
are not necessarily indicative of the results to be expected for the full year.
The Company is continuously exploring acquisition candidates and plans to
continue to grow through acquisitions as well as internally. Management is
currently in various stages of acquisition discussions with several companies.
If any of these acquisitions are ultimately consummated during the current
fiscal year, operating results in future quarters could be significantly
different from the operating results for the quarter ended September 30, 1997.
However, all of these discussions to date have been on the basis of no dilution
to the present shareholders.
Certain non-recurring events make comparison of fiscal 1997 results to
fiscal 1998 results arduous. Specifically, the Company recognized a gain of
$260,000 on the sale of three billboards during the second quarter of fiscal
1997. This sale removed the Company from the billboard business and no similar
gains are expected in the current fiscal year. Furthermore, in fiscal 1997, the
Company was able to recognize the tax benefit of certain net operating loss
carryovers which resulted in an effective tax rate for the year of negative 19%.
In fiscal 1998, while the benefits of some net operating losses are still
available, the benefits are significantly reduced from fiscal 1997. As a
result, the effective tax rate for fiscal 1998 is expected to be between 18% and
25% compared to the negative 19% rate in the prior year. The actual effective
tax rate is dependant upon several factors, but will increase as earnings
increase.
THREE MONTHS ENDED SEPTEMBER 30, 1997 VS. SEPTEMBER 30, 1996
- ------------------------------------------------------------
The Company's sales for the quarter ended September 30, 1997 increased by
$867,510, or 21% over the same quarter in the prior year. Operating income
increased by $107,425, or 36%, and income from continuing operations before
provision for income taxes increased by $88,718, or 33%. Certain net operating
losses used during the prior fiscal year, but not available in the current
fiscal year, resulted in the provision for income taxes increasing to $70,000
for the quarter ended September 30, 1997 compared to $0 in the prior year.
After the provision for income taxes, income from continuing operations
increased $18,718, or 7%, from 1996 to 1997. A loss from the operation of a
discontinued segment in the prior year reduced net income by $155,990. All
costs associated with this discontinued segment have been previously recognized
and net income for the quarter ended September 30, 1997 increased by $174,708,
or 151%, over the same period in
9
the prior year. Earnings per share increased by $.01 from continuing operations
and by $.06 after discontinued operations from 1996 to 1997.
Each of the Company's operating divisions contributed to the increase in
sales over the prior year. The institutional sign division's sales totaled
$2,256,993 for the quarter ended September 30, 1997 - an increase of $436,856,
or 24% over the same period in the prior year. The custom sign manufacturing
division reported a $380,559, or 19%, increase in sales from $1,955,441 for the
quarter ended September 30, 1996 to $2,336,000 for the quarter ended September
30, 1997. The filtration division's sales totaled $488,354 for the quarter
ended September 30, 1997 compared to $438,259 for the quarter ended September
30, 1996 - an increase of $50,095, or 11%.
The Company has recently made several changes that have contributed to
these increased sales and that are expected to continue to increase sales in
future periods. J.M. Stewart Corporation (JMS), the institutional sign
division, has begun marketing its products to government installations,
primarily military bases, and has recently entered into various contracts which
improve the division's ability to make sales to the government. These multi-
year contracts, among various other provisions, reduce the governmental "red-
tape" and permit governmental installations to purchase signs from JMS without
obtaining other competitive bids which would normally be required. In addition,
JMS has increased its product line to include LED and wedge-based signs. Don
Bell Industries (DBI), the custom sign division, has a current backlog of orders
to be filled that is higher than ever before at this time of the year. The
winter months are historically slow for DBI and this backlog should help to
improve this historically slow period. DBI has recently entered into an
exclusive distribution agreement with a west coast producer of state-of-the-art,
wedge-based, colored lens systems to market its products on an exclusive basis
in seven southeastern states and on a nonexclusive basis worldwide. This
agreement not only accelerates DBI's entry into this market, but does so with
the most spectacular products on the market and at a cost of entry substantially
less than continuing to develop a stand-alone DBI wedge-based product. The
filtration division has undergone dramatic changes in its marketing methods over
the past several months. Additional field representatives have been added,
trade show attendance has been expanded, advertising has increased,
communication with existing distributors has been enhanced, a proactive program
to add distributors has been commenced and incentives have been provided to
distributors who stock inventory.
The overall gross profit margin for the quarter ended September 30, 1997
was 47% of sales compared to 46% of sales for the same quarter in the prior
year. This increase is attributable to increased margins at DBI where gross
profit margins have improved from 30% in 1996 to 34% in 1997. Margins at JMS
dropped slightly from 60% last year to 58% this year due to vendor price
increases that could not be passed on to customers. The filtration division's
gross margins remained consistent at 60%.
Operating expenses for the quarter ended September 30, 1997 were
$1,987,106 - an increase of $348,693, or 21%, over the September 30, 1996
operating expenses of $1,638,413. The increased operating expenses are
primarily a result of increases in selling costs designed to increase sales.
Operating income increased by $107,425, or 36%, from the quarter ended September
30, 1996 to the quarter ended September 30, 1997 due to increased sales and
gross profit margins which exceeded the increase in operating expenses. JMS and
DBI increased operating income by $75,967 and $63,134, respectively, while the
filtration and corporate divisions reduced operating income by $4,198 and
$27,478, respectively.
Income from continuing operations before provision for income taxes
increased $88,718, or 33% from the quarter ended September 30, 1996 to the
quarter ended September 30, 1997. JMS and DBI contributed $77,390 and $39,151
to the increase, respectively. The filtration division had a slight decrease of
$3,520 in income before taxes as a result of increased selling expenses.
Corporate expenses increased, primarily due to increased health insurance costs,
which further reduced consolidated pre-tax income by $24,303.
Income from continuing operations increased by $18,718, or 7%, from the
quarter ended September 30, 1996 to the quarter ended September 30, 1997.
Income tax expense for the current quarter was
10
$70,000 compared to no tax expense in the 1996 quarter. In the prior year,
fiscal 1997, the Company was able to recognize the tax benefit of certain net
operating loss carryovers which resulted in an effective tax rate for the year
of negative 19%. In fiscal 1998, while the benefits of some net operating losses
are still available, the benefits are significantly reduced from fiscal 1997. As
a result, the effective tax rate for fiscal 1998 is expected to be between 18%
and 25% compared to the negative 19% rate in the prior year. The actual
effective tax rate is dependant upon several factors, but will increase as
earnings increase.
In December 1996, the Company discontinued the operations of Vision Trust
Marketing, Inc. (VTM), its long-distance telephone marketing subsidiary. Losses
from VTM for the quarter ended September 30, 1996 were $155,990. As a result,
net income, after the provision for discontinued operation, increased by
$174,708, or 151%, from the quarter ended September 30, 1996 to the quarter
ended September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash used for continuing operating activities for the quarter ended
September 30, 1997 was $240,597. Net income for the period provided cash of
$472,022 net of non-cash charges for depreciation and amortization, stock
contributions to the Company's 401(k) plan, the realization of deferred income,
the change in deferred income taxes and the tax benefit of stock option
exercises. This cash provided was offset by a net change of $712,619 in the
Company's operating assets and liabilities. A total of $8,316 in cash was used
in the wind down of the discontinued segment.
Net cash used for investing activities for the quarter ended September
30, 1997 was $73,206 of which $101,793 was used for capital expenditures and
$28,587 was provided by the Certified acquisition. Certified was acquired via
the assumption of liabilities, so no cash was used to make the acquisition.
Net cash provided by financing activities for the quarter ended September
30, 1997 was $288,455. On August 28, 1997 the Company obtained a letter of
credit from SouthTrust Bank, N.A. and issued an aggregate of its $2.5 million
Variable/Fixed Rate Credit Enhanced Notes (Notes) secured by such letter of
credit. Of this amount, $2,005,318 was used to pay off existing Company debt
and $167,604 was used to pay debt issue costs. The remaining $327,078 was cash
proceeds to the Company. This refinancing of the Company's long-term debt
resulted in a reduction in maturities over the next five fiscal years of
approximately $1.4 million and a reduction in the interest rates being paid by
the Company of approximately 2.0%. The Company paid additional debt issue costs
of $19,121 from available cash. Other financing activities included payments of
notes payable and capital lease obligations of $77,625 and $9,061, respectively
and net proceeds from the sale of stock of $67,184 upon the exercise of certain
outstanding stock options.
The Company has a $1,300,000 revolving bank line of credit. Advances on
the credit line carry an interest rate of 1% over prime. The line of credit,
which is renewable, initially matures August 1, 1999, and is collateralized by
property, accounts receivable and inventory, and subsidiary guarantees. The
loan agreement contains covenants which require the Company to maintain certain
financial and operating ratios. At October 30, 1997, the Company had no
outstanding advances on this line of credit.
11
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS.
- -----------------------------
As discussed in Note 5 to the Condensed Consolidated Financial Statements
included in Part I of the Report, the Company filed a lawsuit on April 16, 1997
in a dispute with MCI Telecommunications, Inc.
ITEM 2. CHANGES IN SECURITIES.
- ------------------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- ----------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY - HOLDERS.
- ------------------------------------------------------------
Not applicable.
ITEM 5. OTHER INFORMATION.
- --------------------------
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- -----------------------------------------------
Not applicable.
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.
LA-MAN CORPORATION
October 30, 1997 By: /s/ J. William Brandner
----------------------------------
J. William Brandner, President & Chief
Executive Officer
By: /s/ Todd D. Thrasher
----------------------------------
Todd D. Thrasher, Vice President &
Treasurer, Chief Financial Officer and
Chief Accounting Officer
12