1 UNITED STATES 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 March 31, 2000 -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 1-3552 SCOPE INDUSTRIES (Exact name of Registrant as specified in its charter) CALIFORNIA 95-1240976 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 233 Wilshire Boulevard, Suite 310 Santa Monica, California 90401-1206 (Address of principal executive office, zip code) (Registrant's telephone number, including area code) (310) 458-1574 - -------------------------------------------------------------------------------- (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 requirements for the past 90 days. [X] Yes [ ] No The number of shares of registrant's common stock outstanding at May 4, 2000 was 1,082,867. 2 SCOPE INDUSTRIES AND SUBSIDIARIES INDEX PAGE ---- Part I. Financial Information: Consolidated Balance Sheets: - March 31, 2000 and June 30, 1999 3 Consolidated Statements of Operations: - Three Months Ended March 31, 2000 and 1999 4 Consolidated Statements of Operations: - Nine Months Ended March 31, 2000 and 1999 5 Consolidated Statements of Cash Flows: - Nine Months Ended March 31, 2000 and 1999 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Results of Operations and Financial Condition 10 Part II. Other Information: Item 2. Increases and Decreases in Outstanding Securities and Indebtedness 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 12 2 3 PART I. FINANCIAL INFORMATION SCOPE INDUSTRIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31 JUNE 30 2000 1999 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,793,286 $ 3,667,818 Treasury bills available for sale-at fair value 11,912,036 14,852,203 Accounts and notes receivable, less allowance for doubtful accounts of $567,620 at March 31, 2000 and $484,885 at June 30, 1999 15,368,981 4,234,753 Inventories 747,919 999,755 Deferred income taxes 980,000 955,000 Prepaid expenses and other current assets 880,602 1,411,455 ----------- ----------- TOTAL CURRENT ASSETS 33,682,824 26,120,984 ----------- ----------- NOTES RECEIVABLE 498,478 1,103,816 PROPERTY AND EQUIPMENT: Machinery and equipment 36,579,977 34,069,755 Land, buildings and improvements 15,711,048 14,208,280 ----------- ----------- 52,291,025 48,278,035 Less accumulated depreciation and amortization 26,558,771 23,793,405 ----------- ----------- 25,732,254 24,484,630 ----------- ----------- COLLECTION ROUTES AND CONTRACTS, less accumulated amortization of $2,100,676 at March 31, 2000 and $539,427 at June 30, 1999 7,794,513 9,775,762 OTHER ASSETS: Deferred charges and other assets 414,559 501,351 Investments available for sale-at fair value 15,604,430 8,464,461 Other equity investments-at cost 2,011,002 2,006,002 ----------- ----------- 18,029,991 10,971,814 ----------- ----------- $85,738,060 $72,457,006 =========== =========== LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES: Bank overdraft $ 3,081,104 $ -- Accounts payable 2,945,652 3,917,443 Other accrued liabilities 2,080,462 2,338,505 Accrued payroll and related employee benefits 1,429,261 1,005,685 Income taxes payable 2,486,916 251,485 ----------- ----------- TOTAL CURRENT LIABILITIES 12,023,395 7,513,118 DEFERRED INCOME TAXES 3,633,160 1,328,160 ----------- ----------- 15,656,555 8,841,278 ----------- ----------- SHAREOWNERS' EQUITY: Common stock, no par value, 5,000,000 shares authorized; shares issued and outstanding at March 31, 2000 - 1,084,267 and June 30, 1999 - 1,114,467 4,374,450 4,161,300 Retained earnings 56,145,341 55,048,733 Accumulated other comprehensive income 9,561,714 4,405,695 ----------- ----------- 70,081,505 63,615,728 ----------- ----------- $85,738,060 $72,457,006 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 3 4 SCOPE INDUSTRIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31 ----------------------------- 2000 1999 ----------- ---------- REVENUES: Sales $12,784,115 $3,943,935 Vocational school revenues 1,246,619 1,247,806 ----------- ---------- 14,030,734 5,191,741 ----------- ---------- OPERATING COSTS AND EXPENSES: Cost of sales 10,930,652 3,462,219 Vocational school expenses 930,519 947,341 Depreciation and amortization 1,675,339 501,034 General and administrative 2,122,505 948,257 ----------- ---------- 15,659,015 5,858,851 ----------- ---------- (1,628,281) (667,110) Investment and other income 10,362,321 543,174 ----------- ---------- Income (loss) before income taxes 8,734,040 (123,936) Provision (benefit) for income taxes 3,110,000 (15,000) ----------- ---------- NET INCOME (LOSS) $ 5,624,040 $ (108,936) =========== ========== NET INCOME (LOSS) PER SHARE - BASIC $ 5.15 $ (0.10) NET INCOME (LOSS) PER SHARE - DILUTED $ 5.14 n/a Average shares outstanding - Basic 1,091,717 1,115,517 Average shares outstanding - Diluted 1,093,829 n/a The accompanying notes are an integral part of these consolidated financial statements. 4 5 SCOPE INDUSTRIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED MARCH 31 ------------------------------ 2000 1999 ----------- ----------- REVENUES: Sales $40,569,561 $11,935,918 Vocational school revenues 3,778,001 3,550,707 ----------- ----------- 44,347,562 15,486,625 ----------- ----------- OPERATING COSTS AND EXPENSES: Cost of sales 34,117,194 10,593,641 Vocational school expenses 2,847,352 2,744,804 Depreciation and amortization 4,821,739 1,531,623 General and administrative 7,048,084 2,849,270 ----------- ----------- 48,834,369 17,719,338 ----------- ----------- (4,486,807) (2,232,713) Investment and other income 11,045,522 1,835,345 ----------- ----------- Income (loss) before income taxes 6,558,715 (397,368) Provision (benefit) for income taxes 2,410,000 (55,000) ----------- ----------- NET INCOME (LOSS) $ 4,148,715 $ (342,368) =========== =========== NET INCOME (LOSS) PER SHARE - BASIC $ 3.75 $ (0.31) NET INCOME (LOSS) PER SHARE - DILUTED $ 3.74 n/a Average shares outstanding - Basic 1,104,917 1,117,705 Average shares outstanding - Diluted 1,108,327 n/a Cash dividends paid per share $ 1.00 $ 1.00 The accompanying notes are an integral part of these consolidated financial statements. 5 6 SCOPE INDUSTRIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED MARCH 31 -------------------------------- 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 4,148,715 $ (342,368) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 3,260,490 1,531,623 Amortization of contracts and routes 1,561,249 -- Gains on investments available for sale (10,613,671) (10,258) (Gains) losses on sale of equipment 29,616 (55,034) Deferred income taxes (275,000) (200,000) Changes in operating assets and liabilities: Accounts and notes receivable (10,528,890) 192,428 Inventories 251,836 32,193 Prepaid expenses and other current assets 530,853 (513,538) Accounts payable and accrued liabilities (806,258) 71,881 Income taxes payable 2,235,431 (265,544) Other assets 86,792 (95,263) ------------ ------------ Net cash flows (used in) from operating activities (10,118,837) 346,120 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills (20,159,833) (17,416,275) Maturities of U.S. Treasury bills 23,100,000 31,000,000 Purchase of property and equipment (4,584,795) (2,234,560) Disposition of property and equipment 47,065 202,992 Purchase of investments available for sale (284,510) (319,046) Disposition of investments available for sale 11,469,231 718,100 Purchase of long-term note receivable and other investment (5,000) (375,000) Tax benefit applied to purchase of routes and contracts 420,000 -- ------------ ------------ Net cash flows from investing activities 10,002,158 11,576,211 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Dividends to shareowners (1,108,867) (1,117,967) Proceeds from stock options exercised 213,150 22,838 Repurchases of common stock (1,943,240) (626,333) Change in bank overdraft 3,081,104 -- ------------ ------------ Net cash from (used in) financing activities 242,147 (1,721,462) ------------ ------------ Net change in cash and cash equivalents 125,468 10,200,869 Cash and cash equivalents at beginning of period 3,667,818 755,904 ------------ ------------ Cash and cash equivalents at end of period $ 3,793,286 $ 10,956,773 ============ ============ Noncash investing transaction: Acquired preferred stock of Stamet, Inc. in exchange for cancellation of a $428,800 loan The accompanying notes are an integral part of these consolidated financial statements. 6 7 SCOPE INDUSTRIES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2000 1. The accompanying consolidated financial information of Scope Industries and its subsidiaries ("Scope" or "the Company") should be read in conjunction with the Notes to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K to the Securities and Exchange Commission for the year ended June 30, 1999. The accompanying financial information includes all subsidiaries on a consolidated basis and all normal recurring adjustments which are considered necessary by the Company's management for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The operating results for the quarter and nine months ended March 31, 2000 include revenues and expenses of International Processing Corporation and International Transportation Service, Inc. (collectively known as "IPC"). The Company acquired IPC on April 4, 1999. However, these results are not necessarily indicative of results for a full fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Treasury bills consisted of the following: March 31, June 30, 2000 1999 ----------- ----------- At adjusted cost which approximates fair value $11,912,036 $14,852,203 At par value 12,100,000 15,000,000 3. Inventories consisted of the following: March 31, June 30, 2000 1999 ----------- ----------- Finished products $ 322,104 $ 205,872 Raw materials 222,582 615,510 Operating supplies 203,233 178,373 ----------- ----------- $ 747,919 $ 999,755 =========== =========== 4. Investments consisted of the following: Net Unrealized Gains Before Provision For Cost Income Taxes Fair Value ---------- -------------- ----------- At March 31, 2000: Investments available for sale $1,812,716 $13,791,714 $15,604,430 Other equity investments 2,011,002 2,011,002(a) At June 30, 1999: Investments available for sale $2,383,766 $ 6,080,695 $ 8,464,461 Other equity investments 2,006,002 2,006,002(a) (a) No quoted prices are available for these securities. Included in Accounts Receivable at March 31, 2000 is $11,421,632 from the sale of securities which was collected in April 2000. 7 8 SCOPE INDUSTRIES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2000 (CONTINUED) 5. Comprehensive income consisted of the following: Nine Months Ended March 31, --------------------------- 2000 1999 ----------- ----------- Net income (loss) $ 4,148,715 $ (342,368) Unrealized holding gains (losses) arising during the period, net of income taxes 12,044,286 (5,178,286) Reclassify gains realized and included in net income, net of income taxes (6,888,267) (5,263) ----------- ----------- Other comprehensive income (loss) 5,156,019 (5,183,549) ----------- ----------- Comprehensive income (loss) $ 9,304,734 $(5,525,917) =========== =========== 6. For the nine month period ended March 31, 2000 the effective rate for income taxes is 37%. The benefit for income taxes for the nine months ended March 31, 1999 was 14% of the loss before taxes. The determination of the benefit for income taxes considers certain permanent differences between taxable income or loss and income or loss as reported using generally accepted accounting methods. Those differences sometimes cause distortions in the relationships between income or loss before income taxes and the provision or benefit for income taxes. 7. Business segment information: Nine Months Ended March 31, --------------------------- 2000 1999 ----------- ----------- Revenues: Waste Material Recycling $40,052,460 $11,780,656 Vocational School Group 3,778,001 3,550,707 Other 517,101 155,262 ----------- ----------- $44,347,562 $15,486,625 =========== =========== Income (loss) before income taxes: Waste Material Recycling $(2,558,520) $ (955,470) Vocational School Group 94,769 274,171 Corporate expenses (2,113,522) (1,197,949) Other 11,135,988 1,728,880 ----------- ----------- $ 6,558,715 $ (397,368) =========== =========== Included in Other Income before income taxes at March 31, 2000 is a gain on the sale of investment securities of $10,613,671. 8 9 SCOPE INDUSTRIES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2000 (CONTINUED) 8. Subsequent Events: Subsequent to March 31, 2000, the Company signed a Standby Letter of Credit Facility with a bank to secure a proposed Industrial Revenue Bond ("IRB") Financing for the construction of a new processing plant. The proposed "IRB" financing is for approximately $6,000,000 and is expected to close prior to June 30, 2000. In addition, subsequent to March 31, 2000, the Company entered into an agreement to sell its Emission Reduction Credits for 3,727 lbs per day ("ppd") of Reactive Organice Gases ("ROG") for a price of $1,000 per ppd of ROG. The transaction is expected to close prior to June 30, 2000 and that if and when concluded will result in approximately $3,700,000 in pretax income. 9 10 SCOPE INDUSTRIES AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Results for the quarter and nine months ended March 31, 2000, include the acquired operations of International Processing Corporation and International Transportation Service, Inc. (collectively known as "IPC"). The Company acquired IPC on April 4, 1999. Activities for IPC's operations are included as part of the Waste Material Recycling segment of the Company. For the third quarter ended March 31, 2000, net income of $5,624,040 was realized compared to the previous year's third quarter net loss of $108,936. The Company realized a gain from the sale of its investment securities that are included in Investment and Other Income of $10,362,321 for the current quarter. The current third quarter income per share diluted was $5.14 compared to the previous year's third quarter net loss per share of $0.10. Total Company revenues for the third quarter ended March 31, 2000, were $14,030,734 compared to $5,191,741 for the comparable quarter last year. The increase in revenues for the current year's third quarter over the prior year's comparable quarter was 170%. Waste Material Recycling segment sales for the current quarter increased 240% over the comparable quarter last year. The average price received for recycled dried bakery products sold in this year's third quarter was 6% above last year's third quarter average price. This is only the second quarter in three years where there was an increase in the selling prices for recycled dried bakery products. For the first nine months of the current year the average selling price for recycled dried bakery product is even with the comparable period last year. Current quarter operating costs for the Waste Material Recycling segment increased 216% from the comparable quarter last year. The Company's total depreciation and amortization expenses and its general and administrative expenses increased 234% and 124% respectively for the quarter ended March 31, 2000, compared to the comparable prior year quarter. The increased sales and costs stem from the added investment and operational activity of the Waste Material Recycling segment since its acquisition of IPC. Waste Material Recycling segment operations failed to generate profits in either the current quarter or the comparable quarter last year due primarily to lower selling prices. Vocational School Group revenues were down slightly from the comparable quarter last year with a corresponding decrease in expenses. Operations of the Vocational School Group for the current quarter and comparable quarter last year were profitable. Investment and other income for the three months ended March 31, 2000, was $10,362,321 compared to the comparable prior year quarter of $543,174. The increase was primarily from the gain on the sale of investment securities. For the nine months ended March 31, 2000, the Company realized net income of $4,148,715 or $3.74 income per share diluted. For the comparable nine months in the prior year, the net loss was $342,368 or $0.31 loss per share. Revenues for the nine months ended March 31, 2000, were 186% higher than the comparable nine months last year. The Waste Material Recycling segment revenues increased 240% from the comparable period last year. The Company's total depreciation and amortization expenses and its general and administrative expenses increased 215% and 147% respectively for the nine months ended March 31, 2000, compared to the comparable period last year. The increased sales and costs stem from the added investment and operational activity of the Waste Material Recycling segment since its acquisition of IPC. Waste Material Recycling segment operations failed to generate profits in the current nine months or the comparable period last year. Vocational School Group revenues increased 6% from the comparable nine month period last year and were profitable. The Vocational School Group segment operated profitably during the comparable nine months of the prior year. Investment and other income for the nine months ended March 31, 2000, was $11,045,522 compared to $1,835,345 for the comparable nine months of the prior year. The increase is primarily from a $10,613,671 gain on the sale of investment securities. Interest income from U.S. Treasury bills comprised most of the investment income for the comparable period last year. Subsequent to March 31, 2000, the Company entered into an agreement to sell its Emission Reduction Credits, that if and when concluded will result in approximately $3,700,000 of pretax income. 10 11 SCOPE INDUSTRIES AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED) As a result of the income realized in the three months and nine months ended March 31, 2000, an income tax provision of $3,110,000 and $2,410,000 of pre-tax income was provided with an effective tax rate of 36% and 37% respectively. FINANCIAL POSITION Working Capital and Working Capital Ratio was $21,659,429 and 2.8 times at March 31, 2000, and $18,607,866 and 3.5 times at June 30, 1999, respectively. Capital expenditures approximating $8 million to $9 million, primarily for Waste Material Recycling facilities and equipment, are planned for calendar year 2000. Subsequent to the quarter end, the Company entered into a Standby Letter of Credit Facility with a Bank to secure a $6,000,000 Industrial Revenue Bond ("IRB") for the construction of a new processing plant. The "IRB" financing is anticipated to close before June 30, 2000, construction of the new plant is expected to be completed by June 30, 2001. TAXES For the nine month period ended March 31, 2000, the effective rate for income taxes is 37%. The benefit for income taxes for the nine months ended March 31, 1999, was 14% of the loss before taxes. The determination of the provision or benefit for income taxes considers certain permanent differences between taxable income and income as reported using generally accepted accounting methods. Those differences sometimes cause distortions in the relationships between income before income taxes and the provision for income taxes. YEAR 2000 With the arrival of year 2000, the Company has not encountered any "Y2K" problems in its computer systems. The company will continue to review its systems and applications in the event they are subsequently affected by "Y2K" problems. The Company also believes its operating systems will not have serious concerns in this regard and are capable of operating in alternative modes that could circumvent any "Y2K" problems. The company will continue to review and monitor vendors and service providers to determine what if any action may be required as the result of any "Y2K" issues. It is anticipated that no significant additional costs will be incurred with regard to "Y2K" issues. FORWARD LOOKING STATEMENTS Certain statements contained in this Management's Discussion and Analysis of Results of Operations and Financial Condition that are not related to historical results are forward looking statements. Actual results may differ materially from those stated or implied in the forward looking statements. Further, certain forward looking statements are based upon assumptions of future events which may not prove to be accurate. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Potential risk and uncertainties include, but are not limited to, general business conditions, unusual volatility in equity and interest rate markets and in competing commodity markets, disruptions in the availability or pricing or raw materials, transportation difficulties, changing governmental educational aid policies, or disruption or operations due to unavailability of fuels or from acts of God. 11 12 PART II. OTHER INFORMATION SCOPE INDUSTRIES AND SUBSIDIARIES Item 2. Increases and Decreases in Outstanding Securities and Indebtedness. Increases and decreases in outstanding equity securities in the nine months ending March 31, 2000, were as follows: Common Stock No Par Value ------------ Shares outstanding June 30, 1999 1,114,467 Stock options exercised 8,100 Shares purchased and retired during the nine months (38,300) --------- Shares outstanding March 31, 2000 1,084,267 ========= A corporate resolution requires the retirement of all reacquisitions of common stock. During the nine months ended March 31, 2000, the Company purchased and retired 38,300 shares of common stock at a cost of $1,943,240. Item 6. Exhibits and Reports on Form 8-K. (A) Exhibits - None (B) No Form 8-K was filed for the quarter ended March 31, 2000. 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. SCOPE INDUSTRIES (Registrant) Dated: May 11, 2000 /s/ Eric M. Iwafuchi --------------------------------------- Eric M. Iwafuchi, Vice President and Chief Financial Officer 12