U.S. 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 FEBRUARY 28, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition Period from N/A to N/A
----- -----
Commission File No. 1-7755
SUMMA INDUSTRIES
(Name of registrant as specified in its charter)
CALIFORNIA 95-1240978
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices, including Zip Code)
Registrant's Telephone Number: (310) 792-7024
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 report), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
__ ___
The number of shares of common stock outstanding as of February 28, 1997 was
4,070,250.
SUMMA INDUSTRIES
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
February 28, 1997 (unaudited) and August 31, 1996........................... 3
Condensed Consolidated Statements of Income (unaudited) -
three months and six months ended February 28, 1997 and February 29, 1996... 4
Condensed Consolidated Statements of Cash Flows (unaudited) -
three months and six months ended February 28, 1997 and February 29, 1996... 5
Notes to Condensed Consolidated Financial Statements (unaudited)............ 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations............................ 7
PART II - OTHER INFORMATION...................................................... 8
Signature Page................................................................... 10
2
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
February 28, 1997 August 31, 1996
(unaudited)
----------------- ----------------
ASSETS
Current assets:
Cash $ 326,000 $ 567,000
Accounts receivable 7,612,000 1,627,000
Inventories 3,996,000 2,186,000
Prepaid expenses and other 1,137,000 656,000
----------- -----------
Total current assets 13,071,000 5,036,000
Property, plant and equipment 20,657,000 6,060,000
Less accumulated depreciation 2,838,000 2,082,000
----------- -----------
Net property, plant and equipment 17,819,000 3,978,000
Other assets 3,112,000 1,865,000
Goodwill and other intangibles, net 1,068,000 946,000
----------- -----------
$35,070,000 $11,825,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit $ 80,000 $ ---
Accounts payable 1,705,000 812,000
Accrued liabilities 2,713,000 1,249,000
Current maturities of long-term debt 2,300,000 ---
----------- -----------
Total current liabilities 6,798,000 2,061,000
Long-term debt, net of current maturities 6,922,000 300,000
Other long term liabilities 1,938,000 820,000
----------- -----------
Total liabilities 15,658,000 3,181,000
Shareholders' equity:
Common stock, par value $.001; 10,000,000 shares
authorized, 4,070,250 and 1,603,483 shares issued
and outstanding at February 28, 1997 and August 31,
1996, respectively. 16,083,000 6,157,000
Retained earnings 3,329,000 2,487,000
----------- -----------
Total shareholders' equity 19,412,000 8,644,000
----------- -----------
$35,070,000 $11,825,000
=========== ===========
See accompanying notes.
3
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended Six months ended
-------------------------------- ----------------------------
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
------------ ------------ ------------ -----------
Net sales $13,512,000 $2,928,000 $16,651,000 $5,767,000
Cost of sales 9,510,000 1,589,000 11,166,000 3,149,000
------------ ------------ ------------ -----------
Gross profit 4,002,000 1,339,000 5,485,000 2,618,000
Selling, general and administrative
and other expenses 2,840,000 1,045,000 3,991,000 2,030,000
------------ ------------ ------------ -----------
Operating income from continuing
operations 1,162,000 294,000 1,494,000 588,000
Interest expense, net 109,000 --- 81,000 ---
------------ ------------ ------------ -----------
Income from continuing operations
before provision for taxes 1,053,000 294,000 1,413,000 588,000
Provision for income taxes 424,000 137,000 571,000 254,000
------------ ------------ ------------ -----------
Income from continuing operations 629,000 157,000 842,000 334,000
(Loss) from discontinued operations,
net of the effect of income tax --- (135,000) --- (221,000)
------------ ------------ ------------ -----------
Net Income $ 629,000 $ 22,000 $ 842,000 $ 113,000
============ ============ ============ ===========
Income per common and equivalent
share:
Income from continuing
operations $ .16 $ .10 $ .29 $ .21
(Loss) from discontinued
operations, net of the effect of
income tax --- (.09) --- (.14)
------------ ------------ ------------ -----------
Net Income per common and
equivalent share $ .16 $ .01 $ .29 $ .07
------------ ------------ ------------ -----------
Weighted average shares outstanding 4,088,000 1,576,000 2,877,000 1,567,000
============ ============ ============ ===========
See accompanying notes.
4
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six months ended
-------------------------------------
February 28, 1997 February 29, 1996
----------------- -----------------
Operating activities:
Net income $842,000 $113,000
----------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 835,000 389,000
Gain on disposition of property, plant and equipment (4,000) (37,000)
Net change in assets and liabilities
Accounts receivable (331,000) 303,000
Inventories 8,000 126,000
Prepaid expenses and other (62,000) 86,000
Accounts payable (686,000) (173,000)
Accrued liabilities (448,000) (162,000)
----------- ---------
Total adjustments (688,000) 532,000
----------- ---------
Net cash provided by operating activities 154,000 645,000
----------- ---------
Investing activities:
Property, plant & equipment (825,000) (499,000)
Proceeds from sale of equipment 5,000 62,000
Net Increase in unexpended industrial revenue bond
proceeds 212,000 ---
Proceeds from cash surrender value of life insurance 97,000 ---
----------- ---------
Net cash used in investing activities (511,000) (437,000)
----------- ---------
Financing activities:
Net proceeds from (payments on) line of credit 55,000 (316,000)
Payments on long term debt (284,000) ---
Proceeds from the exercise of stock options 27,000 ---
Cash acquired in acquisition of LexaLite, net of cash paid 318,000 ---
----------- ---------
Net cash provided by (used in) financing activities 116,000 (316,000)
----------- ---------
Net decrease in cash (241,000) (108,000)
Cash at beginning of period 567,000 182,000
----------- ---------
Cash at end of period $ 326,000 $ 74,000
=========== =========
Supplemental cash flow information:
Cash paid during the period for:
Interest payments $ 34,000 $ 62,000
=========== =========
Income tax payments $ 665,000 $ 119,000
=========== =========
Non-cash investing and financing activities
Common stock issued for acquisition (Note 3) $9,899,000 $ ---
=========== =========
Details of acquisition (Note 3):
Fair value of assets required $23,775,000 $ ---
Liabilities assumed or incurred 13,681,000 ---
Common stock issued 9,899,000 ---
----------- ---------
Cash paid 195,000 ---
Less cash acquired (513,000) ---
----------- ---------
Net cash acquired in acquisition $ (318,000) $ ---
----------- ---------
See accompanying notes.
5
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation
The accompanying consolidated financial statements of SUMMA INDUSTRIES
("the Company"), some of which are unaudited, have been condensed in
certain respects and should, therefor, be read in conjunction with the
audited financial statements and notes related thereto contained in the
Company's Annual Report on Form 10-K for the year ended August 31, 1996. In
the opinion of the Company, the accompanying unaudited interim consolidated
financial statements contain all adjustments (all of which are of a normal
recurring nature) necessary for a fair presentation for the interim period.
(See Note 3. below.) The results of operations for the three months and six
months ended February 28, 1997 are not necessarily indicative of the
results to be expected for the full year ending August 31, 1997.
2. Inventories
Inventories at February 28, 1997 and August 31, 1996 were as follows:
February 28, 1997 August 31, 1996
(unaudited)
----------------- ---------------
Finished goods $1,501,000 $ 713,000
Work in process 166,000 81,000
Material and parts 2,329,000 1,392,000
----------------- --------------
$3,996,000 $2,186,000
================= ==============
3. Acquisition
On November 22, 1996, the Company completed the acquisition of LexaLite
International Corporation ("LexaLite"). The acquisition, which has been
accounted for using the purchase method of accounting, is more fully
described in Part II, Other Information.
As a consequence of the acquisition, the consolidated balance sheet of the
Company at February 28, 1997 includes the balance sheet of LexaLite with
preliminary purchase accounting adjustments. The results of operations of
LexaLite have been included in the consolidated results of operations and
the consolidated statement of cash flows of the Company since November 22,
1996, the date of acquisition, and the shares issued to complete the
acquisition have been included in the earnings per share calculation.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Statements contained in this Quarterly Report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including but not limited to statements regarding Summa's expectations,
hopes, beliefs, intentions or strategies regarding the future. Actual results
could differ materially from those projected in any forward-looking statements
as a result of a number of factors, including those detailed in this
"Management's Discussion and Analysis" section and elsewhere in the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 1996. The
forward-looking statements are made as of the date hereof, and the Company
assumes no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital at February 28, 1997 was $6,273,000 compared to
$2,975,000 at August 31, 1996. The primary reason for the increase was the
inclusion of the assets and liabilities of newly acquired LexaLite in the
Company's consolidated balance sheet.
Cash provided by operations is the Company's principal source of liquidity. The
Company has various working capital and equipment acquisition credit facilities,
aggregating $7,000,000, of which $330,000 was in use at February 28, 1997. The
facilities expire at various dates beginning in October 1997. The Company
believes that cash flows from operations and available lines of credit will be
sufficient to fund working capital and planned capital expenditures for the next
twelve months.
The Company has a strategy of growth by acquisition. The Company has announced
an acquisition plan as described in Item 5, "Other Information", of this
Quarterly Report, which will require approximately $4,000,000 in cash. Although
no commitment has been requested yet, the Company expects to be able to borrow
the required funds from a commercial bank. The Company has 10,000,000 shares of
common stock authorized, of which 4,070,250 shares were outstanding at February
28, 1997 and 5,000,000 shares of "blank check" preferred stock authorized of
which none is outstanding. The planned acquisition will require the issuance of
between 1,700,000 and 2,400,000 shares of common stock, and the issuance of new
debentures which could ultimately be convertible into up to an additional
1,250,000 shares of common stock.
Results of Operations
- ---------------------
The following table sets forth certain Statements of Income information as a
percent of sales for the quarter and six months ended February 28, 1997 and
February 29, 1996.
Three months ended Six months ended
---------------------------------- ------------------------------
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
-------------- -------------- -------------- -------------
Sales 100.0% 100.0% 100.0% 100.0%
Gross profit 29.6% 45.7% 32.9% 45.4%
S,G & A and other expense 21.0% 35.7% 24.0% 35.2%
Income from continuing operations
before provision for taxes
Income from continuing operations 4.7% 5.4% 5.1% 5.8%
============ ========== ========= ========
Effective tax rate 40.3% 46.6% 40.4% 43.2%
7
Sales for the second quarter, ended February 28, 1997, increased $10,584,000, or
361% compared to the same period in the prior year, primarily as a result of the
inclusion of the newly acquired business of LexaLite. Consolidated gross profit
increased $2,663,000, or 199%, for the same reason. Gross profit as a percentage
of sales decreased from 46% to 30%, primarily due to the inclusion of LexaLite
sales at typically lower margins than those of SUMMA's other businesses. The
gross margin percentages of SUMMA's businesses other than LexaLite increased
about 1%, due primarily to increased volume. LexaLite's gross margins
percentages were consistent with recent prior experience. Operating expenses
increased $1,795,000, or 171%, from the comparable prior year period, but as a
percentage of sales, decreased from 36% to 21%, due primarily to the inclusion
of LexaLite. Income from continuing operations for the quarter was $629,000,
compared to $157,000 for the same period last year.
Sales for the six months ended February 28, 1997, increased $10,884,000, or
189%, from the comparable prior year period, primarily due to the inclusion of
the sales of LexaLite and an increase in the sales of the other previously owned
businesses. Consolidated gross profits increased $2,867,000, or 110%, primarily
related to the inclusion of LexaLite's sales. Operating expenses increased
$1,961,000, or 96% from the comparable period last year but as a percentage of
sales decreased from 35% to 24% primarily because of the inclusion of LexaLite.
Income from continuing operations for the six month period was $842,000 compared
to $334,000, for the same period last year, a 152% increase.
The Company's backlog of the continuing businesses at February 28, 1997,
believed to be firm, was $6,579,000. The amount of backlog cannot necessarily be
used as an indicator of future sales volume.
PART II - OTHER INFORMATION
Item 1. Legal proceedings
- --------------------------
The Company encounters lawsuits from time to time in the ordinary course of
business, and at November 30, 1996, the Company's wholly-owned subsidiaries KVP
Systems, Inc. and the Stang division of GST Industries, Inc. were each a party
to a civil lawsuit as described below. Although the Company has obtained
liability insurance coverage for each of the past five years, such insurance may
not be available in the future at economically feasible premium rates.
Additionally, some lawsuits filed against the Company in the past have contained
claims not covered by insurance, or sought damages in excess of policy limits,
and such claims could be filed in the future. Any losses that the Company may
suffer from current or future lawsuits, and the effect such litigation may have
upon the reputation and marketability of the Company's products, could have a
material adverse impact on the financial condition and prospects of the Company.
Laitram, et al. v. KVP Systems, Inc. et al., and counterclaims was filed in the
- -------------------------------------------
U.S. District Court in Eastern Louisiana in September 1993. The plaintiffs claim
KVP has infringed upon two patents. The venue has been changed to Federal
District Court in Sacramento, California. The Company contends the claims are
invalid, and has filed counterclaims that Laitram has sued in bad faith and has
acted in restraint of free trade. The case is in an advanced stage of discovery
and could go to trial during fiscal 1997. Since the case involves a number of
complex factual and legal issues, it is impossible to predict the outcome.
Although the Company believes it has a reasonable expectation of prevailing,
because no reserve therefor has been established, and in the absence of
applicable insurance, the consequences of an adverse determination would be
borne by the Company.
In Wright v. Stang, et al., a piece of pipe, to which a water cannon
-----------------------
manufactured by Stang was attached, broke, knocking a fireman down. Since Stang
did not make or supply the pipe which failed, the case was dismissed.
Subsequently, the plaintiff filed an appeal of the dismissal. The Company
believes it has adequate product liability insurance in the event of an adverse
outcome.
8
Item 2. Change in Securities
- -----------------------------
None
Item 3. Default upon Senior Securities
- ---------------------------------------
None
Item 4. Submission of matters to a vote of security holders
- ------------------------------------------------------------
None
Item 5. Other Information
- --------------------------
Pro-forma results including operations of LexaLite
The following information is presented as if the acquisition of LexaLite had
been made as of September 1, 1996 and September 1, 1995, respectively, with pro-
forma adjustments to give effect to the amortization of goodwill and other
intangibles, adjustments in depreciation and inventory value, the related income
tax effects, and the effect upon earnings per share of the additional shares of
stock given in exchange for LexaLite stock.
Three months ended Six months ended
------------------------------- ---------------------------
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
(Actual) (Pro-forma) (Pro-forma) (Pro-forma)
----------- ----------- ----------- -----------
Net sales $13,512,000 $12,650,000 $25,258,000 $22,492,000
Income from continuing operations 629,000 662,000 1,282,000 980,000
Net income $ 629,000 $ 527,000 $ 1,282,000 $ 759,000
=========== =========== =========== ===========
Income per common and equivalent
share
Income from continuing
operations $ .16 $ .17 $ .32 $ .25
Net income per common and
equivalent share $ .17 $ .13 $ .32 $ .19
Such pro-forma results are not necessarily indicative of what the actual
consolidated results of operations might have been if the acquisition had been
effective at the beginning of the three month periods presented or the results
which may be achieved in the future.
SUMMA-Calnetics Merger Agreement
On March 26, 1997, the Company entered into a definitive agreement for the
merger of Calnetics Corporation, a California Corporation whose stock is traded
on the Nasdaq National Market under the symbol CALN, with and into a new
subsidiary of SUMMA, for a combination of cash, debentures and common stock.
Under the negotiated terms, each share of Calnetics common stock would be
converted into the right to receive $1.25 cash, $2.25 payable pursuant to a 10-
year, 5.5% subordinated convertible debenture and a portion of a share of SUMMA
common stock determined
9
by dividing $4.25 by the average price of SUMMA common stock in a future period
to be defined, but not less than 0.57 nor more than 0.77 of a share. The
debentures will be issued in $1,000 denominations which will be convertible at a
rate of $8.00 into 125 shares during the first 3 years, and at the rate of
$10.00 into 100 shares thereafter. The consummation of the transaction is
subject to several conditions including the approval of the Shareholders of both
companies at meetings expected to be held in June 1997.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits. 10.1. Agreement and Plan of Reorganization dated March 26,
---------
1997.
(b) Current 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 on March 28, 1997.
SUMMA INDUSTRIES
/s/ James R. Swartwout
----------------------
James R. Swartwout, President and Chief
Financial Officer
/s/ Paul A. Walbrun
-------------------
Paul A. Walbrun, Vice President,
Controller and Secretary
10