1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-QSB [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 31, 2001 [ ] 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) <Table> DELAWARE 75-1535372 (State or other jurisdiction of incorporation or organization) (IRS employer identification no.) 2940 FM 3028, Mineral Wells, Texas 76067 (Address of principal executive office) (Zip Code) </Table> (940) 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, 2001 there were 3,145,838 shares of common stock outstanding. 2 SUMMA RX LABORATORIES, INC. TABLE OF CONTENTS FORM 10-QSB <Table> PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Balance Sheet 3 Statement of Operations 4 Statement of Cash Flows 5 Notes to the Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION 8 Item 1 - Legal Proceedings 8 Item 2 - Changes in Securities 8 Item 3 - Defaults Upon Senior Securities 8 Item 4 - Submission of Matters to a Vote of Security Holders 8 Item 5 - Other information 8 Item 6 - Exhibits and Reports on Form 8-K 8 SIGNATURES 8 </Table> 2 3 SUMMA RX LABORATORIES, INC. BALANCE SHEET July 31, 2001 (Unaudited) <Table> ASSETS Cash $ 649,324 Trade accounts receivable, less allowance for doubtful accounts of $35,000 173,385 Inventory 113,424 Other current assets 172,504 ----------- Total current assets 1,108,637 Property, plant and equipment 2,083,255 Less accumulated depreciation 887,223 ----------- Net property, plant and equipment 1,196,032 Land 5,798 ----------- Total assets $ 2,310,467 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 63,642 Accrued liabilities 99,996 Customer deposits 74,244 ----------- Total current liabilities 237,882 Total liabilities 237,882 Common stock 31,458 Additional paid-in capital 3,219,379 Accumulated deficit (1,178,252) ----------- Shareholders' equity 2,072,585 ----------- Total liabilities and shareholders' equity $ 2,310,467 =========== </Table> See accompanying notes to the financial statements. 3 4 SUMMA RX LABORATORIES, INC. STATEMENTS OF OPERATIONS (Unaudited) <Table> <Caption> Three months ended July 31 2001 2000 ----------- ----------- Net sales $ 380,657 $ 794,806 Cost of goods sold 362,025 624,446 ----------- ----------- Gross profit 18,632 170,360 Selling, general and administrative 126,275 185,178 ----------- ----------- Operating loss (107,643) (14,818) Other income (expense): Interest income 5,966 24,399 Interest expense (42) (9,510) ----------- ----------- 5,924 14,889 ----------- ----------- Net earnings (loss) before taxes $ (101,719) $ 71 ----------- ----------- Income taxes 34,340 -- ----------- ----------- Net earnings (loss) $ (67,379) $ 71 =========== =========== Basic and fully diluted earnings (loss) per share (.02) .00 =========== =========== Weighted average shares outstanding 3,145,838 3,145,838 =========== =========== </Table> See accompanying notes to the financial statements. 4 5 SUMMA RX LABORATORIES, INC. STATEMENTS OF CASH FLOWS (Unaudited) <Table> <Caption> Three months ended July 31 2001 2000 ----------- ----------- Cash flows from operating activities Net earnings (loss) $ (67,379) $ 71 Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities: Depreciation and amortization 29,325 28,016 Changes in operating assets and liabilities: Trade accounts receivable 108,897 181,049 Inventory (26,480) 62,924 Other current assets (20,850) (60,730) Accounts payable and accrued liabilities (18,006) (407,969) ----------- ----------- Net cash used by operating activities 5,507 (196,639) Net decrease in cash 5,507 (196,639) Cash at beginning of year 643,817 1,352,750 ----------- ----------- Cash at end of year $ 649,324 $ 1,156,111 =========== =========== </Table> See accompanying notes to the financial statements. 5 6 SUMMA RX LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS Note 1 - ORGANIZATION AND GENERAL Summa Rx Laboratories, Inc. ("Summa") was formed as a Texas sole proprietorship in 1972 and was incorporated in the State of Texas in October 1976, as Dews Laboratories, Inc. In November 1987, Dews was merged into a Delaware corporation and was renamed Summa Rx Laboratories, Inc. Summa is engaged in the business of manufacturing and marketing of pharmaceuticals, dietary supplements and nutritional products for sale under its own label and under contract for others. Its executive offices and manufacturing facilities are located at Mineral Wells, Texas 76067, approximately 45 miles west of the Dallas/Fort Worth metropolitan area. Note 2 - Basis of Presentation The unaudited interim 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 and notes thereto included in the Summa's most recent Form 10-KSB covering fiscal year ended April 30, 2001. The information furnished reflects, in the opinion of the management of Summa, all adjustments necessary for a fair presentation of the financial results for the interim period presented. Note 3 - Earnings Per Share The Company computes basic earnings (loss) per common share based on the weighted average number of common shares outstanding. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. All potential common shares were antidilutive in 2000 and 1999. Accordingly, singular earnings (loss) per share amounts have been presented in the accompanying financial statements. 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION AND LIQUIDITY On December 7, 1999 a former customer of Summa paid Summa the sum of $2,478,151 pursuant to the provisions of an Award of Arbitrator entered on November 1, 1999. The award is presented net of expenses of $548,130 and income taxes of $443,591. Summa brought the action in arbitration seeking damages based upon the customer's claim of termination of a manufacturing and sales agreement entered into by it and Summa on July 11, 1997. On December 27, 1999 Summa paid all of the principal and interest due under a promissory note owed to Carol Petrie, a holder of 233,356 shares of Summa's Common Stock. In July 1999, the holders of the 12% Notes agreed to extend the due date of those notes until July 10, 2001. On December 27, 1999 and January 15, 2000 Summa called those notes and paid all of the principal and interest then due to the holders of those notes. In May 1998 Summa's issued its 10% Notes in the principal amount of $380,000. On November 15, 2000, Summa called those notes and paid all of the principal and interest then due to the holders of those notes. Summa has no long-term debt outstanding and had approximately $644,000 cash in the bank or in interest bearing accounts at April 30, 2001. The contract manufacturing of dietary supplements is an industry of ever changing products and is very price competitive. Summa's market share continues to decrease and sales for the past fiscal year have been below breakeven levels. Summa's sales for the first quarter of 2002 continue to drop and the outlook for the balance of fiscal 2002 does not indicate a significant increase in sales. Accordingly, positive earnings and cash flow from operations for fiscal year 2002 is not anticipated; however, the Company has sufficient funds on hand to operate through 2002. RESULTS OF OPERATIONS Sales for the first quarter of fiscal year 2002 were approximately $381,000 compared to $795,000 in sales for the first quarter of fiscal year 2001. This $414,000 reduction (52%) was primarily due to two of Summa's customers losing their drug license in the spring of 2000. Customers have not yet been found to fully replace the sales to these lost customers. Cost of sales as a percentage of sales for the first quarter of fiscal year 2002 was higher (95% vs. 79%) than the first quarter of fiscal year 2001 due primarily to fixed operating expenses that are not based on sales. Sales general and administrative expenses for the first quarter of fiscal year 2002 was approximately $126,600 compared to approximately $185,200 for the first quarter of fiscal year 2001. This decrease of approximately $58,600 was due primarily to lower commissions paid on lower sales and lower commission rates. Interest income decreased approximately $18,400 while interest expense decreased approximately $9,500. These changes are directly related to the arbitration award of $2,478,151 which enabled Summa to pay off certain notes payable and invest a significant portion in interest bearing accounts. 7 8 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. /s/ PAULINE G. LEE September 6, 2001 ------------------------------- Pauline G. Lee Pauline G. Lee Chief Accounting Officer 8