1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 31, 1997. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1943 for the transition period from ___________ to ___________. 1-9087 (Commission file no.) SUMMA RX LABORATORIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1535372 (State or other jurisdiction (IRS employer of incorporation or organization) identification no.) 2940 FM 3028, Mineral Wells, Texas 76067 (Address of principal executive office) (Zip Code) (817) 325-0771 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of July 31, 1997 there were 3,597,401 shares of common stock outstanding. 2 SUMMA RX LABORATORIES, INC. AND SUBSIDIARY TABLE OF CONTENTS FORM 10-Q PART I - FINANCIAL INFORMATION 3 Item 1 - Financial Statements 3 Consolidated Balance Sheet 3 Consolidated Statement of Operations 4 Consolidated Statement of Cash Flows 5 Supplemental Notes to the Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION 9 Item 1 - Legal Proceedings 9 Item 2 - Changes in Securities 9 Item 3 - Defaults Upon Senior Securities 9 Item 4 - Submission of Matters to a Vote of Security Holders 9 Item 5 - Other information 9 Item 6 - Exhibits and Reports on Form 8-K 9 SIGNATURES 9 2 3 SUMMA RX LABORATORIES, INC. BALANCE SHEET (Unaudited) July 31, April 30, ASSETS 1997 1997 ------------ ------------ Cash $ 506,951 $ 236,915 Trade Accounts Receivable, less allowance for doubtful accounts of $41,650 and $10,000 239,757 85,492 Inventory 171,682 153,028 Other Current Assets 12,014 11,006 ------------ ------------ Total Current Assets 930,403 486,441 Property, plant and equipment 1,389,446 1,091,604 Less accumulated depreciation 427,683 412,767 ------------ ------------ Net property, plant and equipment 961,763 678,837 ------------ ------------ Land 5,798 5,798 Intangibles 36,676 36,676 Less accumulated amortization 30,651 30,168 ------------ ------------ Net intangibles 6,025 6,508 ------------ ------------ Total assets $ 1,903,989 $ 1,177,584 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Notes Payable to related parties $ 104,390 $ 120,827 Accounts Payable 302,971 216,176 Accrued Liabilities 152,825 106,502 Customer Deposits 500,000 85,361 ------------ ------------ Total current liabilities 1,060,186 528,866 Long Term Debt 190,000 190,000 ------------ ------------ Total Liabilities 1,250,186 718,866 12% cumulative convertible 5,000 5,000 preferred stock Common stock 35,974 35,974 Additional paid-in capital 3,295,747 3,295,747 Accumulated deficit (2,682,918) (2,878,003) ------------ ------------ Stockholders' equity 653,803 458,718 ------------ ------------ Total liabilities and stockholders' equity $ 1,903,989 $ 1,177,584 ============ ============ See supplemental notes to the consolidated financial statements. 3 4 SUMMA RX LABORATORIES, INC. STATEMENT OF OPERATIONS (Unaudited) Three months ended July 31 1997 1996 ------------ ------------ Net Sales $ 1,027,442 $ 665,404 Cost of Goods sold 465,112 492,600 ------------ ------------ Gross Profit 562,330 172,804 Selling, general and administrative 358,245 121,809 ------------ ------------ Operating profit 204,085 50,995 Other income (expense) (9,000) (5,032) ------------ ------------ Net income 195,085 45,963 Less dividend requirement on preferred stock 1,500 1,500 ------------ ------------ Income allocable to common stockholders $ 193,585 $ 44,463 ============ ============ Net Income per common share .05 .01 Weighted averages shares outstanding 3,597,401 3,559,817 ------------ ------------ See supplemental notes to the consolidated financial statements. 4 5 SUMMA RX LABORATORIES, INC. STATEMENT OF CASH FLOWS (Unaudited) Three months ended July 31 1997 1996 ------------ ------------ Cash flows from operating activities: Cash received from customers $ 1,266,924 $ 570,623 Cash paid to suppliers and employees (690,047) (653,645) Interest paid (9,000) ------------ ------------ Net cash used in operating activities 567,877 (83,022) Cash flows from investing activities: Capital expenditures (297,841) (111,967) Proceeds from sale of assets Cash effect of stock purchase 98,405 ------------ ------------ Net cash provided by (used in) investing activities (297,841) (13,562) Cash flows from financing activities: Short-term borrowings, net Proceeds from issuance of long-term debt 190,000 Borrowings on related party note payable Principal payments on long-term debt Proceeds from issuance of common stock 37,500 Proceeds from issuance of preferred stock ------------ ------------ Net cash provided by financing activities 227,500 ------------ ------------ Net increase (decrease) in cash 270,036 130,916 Cash at beginning of year 236,915 16,708 ------------ ------------ Cash at end of year $ 506,951 $ 147,624 ============ ============ Reconciliation of net loss to net cash used in operating activities: Net profit (loss) $ 195,085 $ 45,963 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 15,399 11,700 Gain (loss) on sale of assets Changes in assets and liabilities: Accounts receivable (239,626) 55,225 Inventories (18,654) 27,144 Other current assets (1,008) (30,542) Accounts payable and accrued expenses 616,681 (192,512) ------------ ------------ Net cash used in operating activities $ 567,877 $ (83,022) ============ ============ See supplemental notes to the consolidated financial statements. 5 6 SUPPLEMENTAL NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited interim financial statements and related notes should be read in conjunction with the financial statements notes thereto included in the Corporation's most recent Form 10-K covering fiscal year ended April 30, 1997. The information furnished reflects, in the opinion of the management of Summa Rx Laboratories, Inc. all adjustments necessary for a fair presentation of the financial results for the interim period presented. Interim results are subject to year-end adjustments and audit by independent certified public accountants. There were 2,000,000 shares of $0.10 par value preferred stock authorized and 50,000 shares issued and outstanding at July 31, 1997 and 50,000 shares issued and outstanding at April 30, 1997. There were 10,000,000 shares of $.01 par value common stock authorized and 3,597,401 shares issued and outstanding at July 31, 1997 and 3,597,401 shares issued and outstanding at April 30, 1997. 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS A wholesale prescription drug supplier was acquired as a new customer during the first quarter of fiscal year 1995. The acquisition of this customer will improve the seasonality of sales which generally experiences lower sales during the first two fiscal quarters. Sales for the first quarter increased 8% when compared to the first quarter of last year. Three months ended July 31 1996 1995 ----------- ----------- Sales $ 1,027,442 $ 665,404 Cost of goods can fluctuate dramatically due to the nature of our business, contract manufacturing. Management strives to maintain cost of goods between 70% to 75% of sales. Cost of goods sold decreased from 80% to 74% when comparing the first quarter of this year with the same period last year. Three months ended July 31 1997 1996 ----------- ----------- Cost of goods $ 465,112 $ 492,600 The dollar value of general and administrative expenses have remained constant due to management's diligence to control expenses. Selling, expenses remain constant due to the nature of our business, contract manufacturing, the only fluctuation directly associated with sales are commissions. Overall the percentage will decrease as sales increase due to general and administrative expenses being a specific value. Selling, general and administrative expenses decreased from 24% of sales to 18% of sales for the comparable period last year. Three months ended July 31 1997 1996 ----------- ----------- Selling, general and administrative $ 358,245 $ 121,809 Interest expense was primarily on loans from stockholders. 7 8 FINANCIAL CONDITION The Company's debt structure has significantly improved, the debt to related parties has been accruing interest, but not consuming cash in debt service. The Company has exchanged all but 50,000 shares of the preferred stock and the accumulated dividends , on these preferred shares to common stock. These shares and the accumulated dividends are convertible to 51,973 shares of common stock, the remaining shareholder has indicated his intent to convert. The Company exchanged $185,000 of Convertible Debentures, and its accrued interest of $98,405 for 566,810 shares of common stock during the first quarter of fiscal 1997, an additional 75,000 shares of common stock were sold to generate cash to retire the remaining debenture and its accrued interest. In July, the company issued twelve percent (12%) subordinated callable notes in the amount of $190,000 due July 10, 1999. The funds were generated and set aside for capital expenditures. A new IMA Model 40F intermittent motion capsule filling machine was purchased to meet the growing demand of customers wanting encapsulated products as opposed to compressed tablets. A new air compressor has been ordered to meet the demand of compressed air needed to run the new capsule machine and automated packaging line simultaneously. 8 9 PART II -- OTHER INFORMATION Item 1 - Legal Proceedings Not applicable Item 2 - Changes in Securities Not applicable Item 3 - Defaults Upon Senior Securities Not applicable Item 4 - Submission of Matters to a Vote of Security Holders Not applicable Item 5 - Other information Not applicable Item 6 - Exhibits and Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Summa Rx Laboratories, Inc. September 13, 1997 /s/ Pauline G. Lee Pauline G. Lee Secretary and Chief Accounting Officer 9 10 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule