<PAGE>
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 December 31, 1995 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 1-9822
BUFFTON CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1732794
- ------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107
-----------------------------------------------------
(Address and zip code of principal executive offices)
(817) 332-4761
-----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------
(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.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares outstanding at:
Class February 7, 1996
- ---------------------------- --------------------------------
Common stock, $.05 par value 6,706,878
1
<PAGE>
BUFFTON CORPORATION
Index
-----
Page
----
Part I - Financial Information.......................................... 3
Item 1 - Financial Statements........................................... 3
Consolidated Condensed Balance Sheets (Unaudited) December 31, 1995
and September 30, 1995................................................ 3
Consolidated Condensed Statements of Operations (Unaudited)
Three Months Ended December 31, 1995 and 1994......................... 4
Consolidated Condensed Statements of Cash Flow (Unaudited)
Three Months Ended December 31, 1995 and 1994......................... 5
Supplemental Disclosures of Cash Flow Information (Unaudited)........... 6
Notes to Consolidated Condensed Financial Statements (Unaudited)........ 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 11
Part II - Other Information............................................. 14
Signatures.............................................................. 15
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
BUFFTON CORPORATION
Consolidated Condensed Balance Sheets
-------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
1995 1995
------------- -------------
(Unaudited)
(In thousands)
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents......................... $ 49 $ 7
Accounts receivable, net of allowance for
doubtful accounts of $86,000 and $75,000,
respectively................................... 3,092 2,893
Inventories....................................... 2,043 2,031
Prepaid and other current assets.................. 387 498
------- -------
Total current assets........................... 5,571 5,429
Property, plant and equipment, at cost:
Land, building and improvements................... 7,997 7,529
Less: Accumulated depreciation and amortization.. 2,197 2,062
------- -------
Net property, plant and equipment............... 5,800 5,467
Patents, net of accumulated amortization of
$1,407,000 and $1,358,000, respectively......... 1,568 1,617
Goodwill, net of amortization of $758,000 and
$666,000, respectively.......................... 3,426 3,503
Deferred income taxes.............................. 590 590
Long-term note receivable.......................... 350 350
Other assets, net.................................. 372 268
------- -------
$17,677 $17,224
======= =======
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable.................................. $ 1,013 $ 1,001
Accrued liabilities............................... 1,448 1,368
Income taxes...................................... 280 236
------- -------
Total current liabilities........................ 2,741 2,605
Stockholders' equity:
Preferred stock $.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding... - -
Common stock $.05 par value; 30,000,000 shares
authorized; outstanding shares 5,685,378....... 284 284
Additional paid-in capital........................ 12,571 12,571
Retained earnings................................. 2,081 1,764
------- -------
Total stockholders' equity....................... 14,936 14,619
------- -------
$17,677 $17,224
======= =======
</TABLE>
See accompanying notes to unaudited Consolidated Condensed Financial Statements.
3
<PAGE>
BUFFTON CORPORATION
Consolidated Condensed Statements of Operations (Unaudited)
----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months
Ended December 31,
--------------------
1995 1994
------ ------
(In thousands, except
per share amounts)
<S> <C> <C>
Net revenues........................................ $5,336 $4,117
------ ------
Costs and expenses:
Cost of goods sold (exclusive of depreciation).... 1,889 1,276
Selling, general and administrative............... 2,693 2,438
Depreciation and amortization..................... 277 251
Interest.......................................... 35 37
------ -------
Total costs and expenses......................... 4,894 4,002
------ -------
Income from continuing operations before
income taxes...................................... 442 115
Income tax provision............................... 125 43
------ -------
Income from continuing operations.................. 317 72
Discontinued operation:
Loss from operations, net of income tax benefit
of $107,000...................................... - (199)
Loss on disposal, net of income tax benefit
of $165,000...................................... - (2,903)
------ -------
Loss from discontinued operation.................. - (3,102)
------ -------
Net income (loss).................................. $ 317 $(3,030)
====== =======
Income (loss) per average common share:
Continuing operations............................. $ .06 $ .01
Discontinued operation............................ - (.59)
------ -------
Net income (loss)................................. $ .06 $ (.58)
====== =======
Weighted average common shares outstanding......... 5,685 5,278
====== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BUFFTON CORPORATION
Consolidated Condensed Statements of Cash Flow (Unaudited)
----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months
Ended December 31,
--------------------
1995 1994
-------- --------
(In thousands)
<S> <C> <C>
Net cash provided by operating activities............ $ 614 $ 207
----- ------
Cash flows from investing activities:
Additions to property, plant and equipment......... (468) (210)
Construction in progress, primarily tooling........ - (204)
Reductions (increase) in other assets.............. (104) 37
----- ------
Net cash used in investing activities................ (572) (377)
----- ------
Cash flows from financing activities:
Additions to long-term debt........................ - 132
----- ------
Net cash provided by financing activities............ - 132
----- ------
Net increase (decrease) in cash...................... 42 (38)
Cash at beginning of period.......................... 7 3,196
----- ------
Cash at end of period................................ $ 49 $3,158
===== ======
</TABLE>
See accompanying notes to unaudited Consolidated Condensed Financial Statements.
5
<PAGE>
BUFFTON CORPORATION
Supplemental Disclosures of Cash Flow Information
-------------------------------------------------
Supplemental schedule of cash payments:
<TABLE>
<CAPTION>
Three Months
Ended December 31,
------------------
1995 1994
------ ------
(In thousands)
<S> <C> <C>
Cash paid for:
Interest...................................... $ 35 $ 37
Income taxes.................................. 5 -
</TABLE>
6
<PAGE>
BUFFTON CORPORATION
Notes to Consolidated Condensed Financial Statements (Unaudited)
----------------------------------------------------------------
Note A
- ------
In the opinion of management, the accompanying consolidated condensed
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
Buffton Corporation (the Company), as of December 31, 1995, and the results
of its operations and its cash flows for the three month periods ended
December 31, 1995 and 1994.
The accounting policies followed by the Company are set forth in Note
1 to the Company's financial statements in the 1995 Buffton Corporation
Annual Report on Form 10-K.
Note B
- ------
The results of operations for the three month period ended December
31, 1995 are not necessarily indicative of the results to be expected for the
full year.
Note C
- ------
Net income (loss) per share has been computed on the basis of the
weighted average number of common shares outstanding.
Note D
- ------
Inventories are as follows:
December 31, September 30,
1995 1995
------------ -------------
(In thousands)
Raw materials $1,133 $1,450
Work in process 624 323
Finished goods 286 258
------ ------
$2,043 $2,031
====== ======
7
<PAGE>
Note E
- ------
By approval of the Company's Board of Directors in December 1994, in a
transaction effective January 1, 1995, the Company sold the operations of Flo
Control, Inc. (Flo Control), headquartered in Burbank, California. The
purchaser of these operations was Mr. Russell J. Sarno, President of Flo
Control and a board member of the Company. Mr. Sarno purchased virtually all
of the assets of Flo Control for $3,100,000 in cash and assumed $800,000 of
Flo Control's liabilities. As a condition of the sale, Mr. Sarno agreed to
purchase Flo Control's 95% ownership interest in the Florida Realty Joint
Venture for $150,000 in cash and assume the related non-recourse mortgage
approximating $2.3 million. In connection with these transactions, Flo Control's
secondary containment product line was sold to Mr. Pat Hopkins, an unrelated
third party, for a $500,000 note. The note bears interest at 8% per annum.
Payments are due semiannually beginning June 30, 1995 and continuing through
December 31, 1999 in the amount of $50,000 plus earned interest. The note is
secured by the assets sold and the personal guaranty of an unrelated third party
individual. As a result of the above transactions, the Company recognized a loss
on disposal of $2,903,000, net of income tax benefit, during the three months
ended December 31, 1994. The sale of Flo Control was accounted for as a
discontinued operation. The cash proceeds from the sale were used to reduce the
company's outstanding debt with its lender. Flo Control's revenues for the three
months ended December 31, 1994 were $2,435,000.
Note F
- ------
During March 1992, the United States Environmental Protection Agency
(EPA), issued a Record of Decision (ROD) with respect to the Company's
Superfund Site in Vestal, New York. An Administrative Order for Remedial
Design and Remedial Action was issued on October 1, 1992. The ROD required
the Company to construct a water treatment facility at the site and to pump
contaminated ground water from bedrock and overburden extraction wells for 15
to 30 years until remediation goals were met. In December 1992, the
Company's environmental consultants prepared and submitted a Remedial Design
Work Plan (RDWP) to the EPA. The EPA issued comments on the RDWP on October
1, 1993, and a revised RDWP was submitted to EPA on October 21, 1993. During
February 1994, the Company received comments from the EPA with respect to the
revised RDWP and the Company's environmental consultants submitted a
response. The EPA approved the revised RDWP in October 1994. On November
14, 1994, engineering design and related fieldwork was begun in order to meet
the specifications of the revised RDWP.
During fiscal 1995, $430,000 was incurred for work related to the
engineering design. These costs are were capitalized when incurred because the
remedy would prevent further environmental contamination with respect to the
contaminated ground water being pumped from the extraction wells and improve the
property compared with its condition when acquired by the Company. Based on this
work performed for the treatment plant, Due to concerns about the correctness of
the remedy provided for in the ROD, additional fieldwork was performed and in
June 1995, an RDWP Addendum was prepared and submitted to the EPA. The Company
received comments from the EPA regarding this Addendum, and the Company's
environmental consultants submitted a response shortly thereafter.
8
<PAGE>
On August 24, 1995, the Company and its legal and environmental
consultants met with officials of the EPA and agreed on the additional
testing fieldwork deemed necessary by the EPA to support the Company's
position regarding the RDWP Addendum. At this meeting, officials of the EPA
agreed the remedy needed to be modified and that certain requirements under
the existing ROD needed to be eliminated or reduced in scope. Since this
meeting, additional fieldwork provided for in the RDWP Addendum has been
conducted at the site and resulted in the formulation of a revised remedy.
On December 19, 1995, the Company, and its legal and environmental
consultants presented to the EPA the RDWP Addendum and the recommended
changes to the ROD in the form of a revised remedy. The revised remedy was
favorably received by the EPA and will be reviewed. The revised remedy
eliminates certain requirements of the existing ROD and significantly reduces
the time period for remediation. Initial estimates of the revised remedy
indicate capital costs of approximately $800,000 to $900,000, and ongoing
maintenance costs of approximately $200,000 to $250,000 in the aggregate.
The capital costs would be incurred over a one to two year period after the
ROD is amended with the ongoing maintenance costs being incurred over a five
year period after capital cost completion. There is no guaranty that the EPA
will agree totally with the proposed revised remedy. It is anticipated that
a revised ROD can be issued during the Company's third quarter and design of
the capital portion of the revised remedy begun thereafter.
Note G
- ------
The Company is a party to various legal actions which are in the
aggregate immaterial, and due to the nature of the Company's business, it
could be a party in other legal or administrative proceedings arising in the
ordinary course of business. While occasional adverse settlements or
resolutions may occur and negatively impact earnings in the year of
settlement, it is the opinion of management that their ultimate resolution
will not have a material adverse effect on the Company's financial position.
Note H
- ------
The financing agreement with the Company's lender provides for a
thirteen month commitment which commenced February 1, 1995. The total
commitment consists of a $2,000,000 revolving line of credit, all of which
was available for borrowing at December 31, 1995. The loan provides for
interest to be paid monthly at a floating rate of 2-1/2% over the established
prime rate. The Company anticipates extending its financing agreement with
its lender.
9
<PAGE>
Note I
- ------
Subsequent to December 31, 1995, the Company entered into an agreement
to purchase the assets of Cabo Tacobar One, Ltd., a Mexican restaurant
concept with Central and South American influences located in Houston, Texas,
for $589,000 in cash and 375,000 shares of the Company's common stock.
Additionally, the Company entered into an agreement to purchase the assets
and assume certain liabilities of the Stockyards Hotel, located in Fort
Worth, Texas, for $500,000 in cash, 450,000 shares of the Company's common
stock and the refinancing of a $1,600,000 bank term loan. Under this
agreement, the Company has guaranteed, for a limited period of time, a sales
price of $2.05 per share for any of the Company's stock that may be sold.
These acquisitions will be accounted for under purchase accounting and will
be included in the Company's results of operations beginning on the
acquisitions' effective date of January 1, 1996. Excess of purchase price
over fair value of net tangible assets acquired will approximate $1,000,000
and will be recorded as Goodwill during the quarter ending March 31, 1996.
Unaudited pro forma results from continuing operations, as if the
acquisitions had occurred at the beginning of each respective period, are as
follows:
Three Months
Ended December 31,
----------------------------
1995 1994
---------- ----------
(In thousands, except per
share amounts)
Revenues............................... $6,134 $4,569
Net income from continuing operations.. 360 119
Income per average common share........ .06 .02
10
<PAGE>
BUFFTON CORPORATION
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL INFORMATION
At December 31, 1995, the Company consists of operations in two
principal segments, electronic products and hospitality group. During the
year ended September 30, 1995 and the three months ended December 31, 1995,
the Company entered into the following disposition transaction.
By approval of the Company's Board of Directors in December 1994, in a
transaction effective January 1, 1995, the Company sold the operation of Flo
Control, headquartered in Burbank, California. See Note E of Notes to
Consolidated Condensed Financial Statements for details of the sale.
RESULTS OF OPERATIONS
Consolidated net revenues in 1995 increased 30% compared to 1994.
Electronic products revenues increased 53% in 1995 versus 1994 due to
shipments made to new customers for its power siftor line and shipments made
under the terms of a $3,500,000 purchase contract obtained in late fiscal
1995 for its DBCS line. Shipment terms under this contract continue through
October 1996. Hospitality Division revenues in 1995 decreased 4% from the
1994 period. This decrease is due to lower sales at the Bourbon Street
Hospitality locations caused by lower customer counts and rennovations at
both locations.
Consolidated total costs and expenses during 1995 increased 22% compared
to 1994. Consolidated costs of sales increased 48% during 1995 versus 1994.
As a percent of related revenues, these costs were 35% in 1995 versus 31% in
1994. Electronic products cost of sales increased 81% in 1995 compared to
1994. These costs as a percent of revenue were 40% in 1995 compared to 34%
in 1994. The increase in absolute dollars was due to increased sales and the
increase in costs as a percent of revenue is due to a greater percentage of
sales of the DBCS line in 1995, which have a lower gross margin than the
power siftor line. Cost of sales related to the Hospitality Division in 1995
decreased 11% compared to 1994. This decrease is due to increased operating
efficiencies and to lower sales volume.
Consolidated selling, general and administrative expenses increased 10%
during 1995 versus 1994. The absolute dollar increase in these expenses is
due to increased sales levels and higher professional and legal expenses
incurred during 1995. As a percent of revenue, these expenses were 50%
during 1995 versus 59% in 1994. Electronic products selling, general and
administrative expenses increased 7% in 1995 compared to 1994. The increase
in selling, general and administrative expense associated with the electronic
products segment is due to an increase
11
<PAGE>
in commissions and certain other costs directly correlated to an increase in
revenues. The expenses associated with the Hospitality Division in 1995
increased 7% compared to 1994 due to increased expense incurred as a result of a
purchase of a commercial office building in August 1995.
During the three months ended December 31, 1995, the Company reported
income from continuing operations before income taxes of $442,000 versus
$115,000 in 1994. This increase is due to the Company's electronic products
operation reporting higher profit in 1995 compared to 1994. This increase
was due to higher sales levels.
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During March 1992, the United States Environmental Protection Agency
(EPA), issued a Record of Decision (ROD) with respect to the Company's
Superfund Site in Vestal, New York. An Administrative Order for Remedial
Design and Remedial Action was issued on October 1, 1992. The ROD required
the Company to construct a water treatment facility at the site and to pump
contaminated ground water from bedrock and overburden extraction wells for 15
to 30 years until remediation goals were met. In December 1992, the
Company's environmental consultants prepared and submitted a Remedial Design
Work Plan (RDWP) to the EPA. The EPA issued comments on the RDWP on October
1, 1993, and a revised RDWP was submitted to EPA on October 21, 1993. During
February 1994, the Company received comments from the EPA with respect to the
revised RDWP and the Company's environmental consultants submitted a
response. The EPA approved the revised RDWP in October 1994. On November
14, 1994, engineering design and related fieldwork was begun in order to meet
the specifications of the revised RDWP.
During fiscal 1995, $430,000 was incurred for work related to the
engineering design. These costs are were capitalized when incurred
because the remedy would prevent further environmental contamination with
respect to the contaminated ground water being pumped from the extraction
wells and improve the property compared with its condition when acquired by
the Company. Based on this work performed for the treatment plant, Due to
concerns about the correctness of the remedy provided for in the ROD,
additional fieldwork was performed and in June 1995, an RDWP Addendum was
prepared and submitted to the EPA. The Company received comments from the
EPA regarding this Addendum, and the Company's environmental consultants
submitted a response shortly thereafter.
On August 24, 1995, the Company and its legal and environmental
consultants met with officials of the EPA and agreed on the additional
testing fieldwork deemed necessary by the EPA to support the Company's
position regarding the RDWP Addendum. At this meeting, officials of the EPA
agreed the remedy needed to be modified and that certain requirements under
the existing ROD needed to be eliminated or reduced in scope. Since this
meeting, additional fieldwork provided for in the RDWP Addendum has been
conducted at the site and resulted in the formulation of a revised remedy.
On December 19, 1995, the Company, and its legal and environmental
12
<PAGE>
consultants presented to the EPA the RDWP Addendum and the recommended
changes to the ROD in the form of a revised remedy. The revised remedy was
favorably received by the EPA and will be reviewed. The revised remedy
eliminates certain requirements of the existing ROD and significantly reduces
the time period for remediation. Initial estimates of the revised remedy
indicate capital costs of approximately $800,000 to $900,000, and ongoing
maintenance costs of approximately $200,000 to $250,000 in the aggregate.
The capital costs would be incurred over a one to two year period after the
ROD is amended with the ongoing maintenance costs being incurred over a five
year period after capital cost completion. There is no guaranty that the EPA
will agree totally with the proposed revised remedy. It is anticipated that
a revised ROD can be issued during the Company's third quarter and design of
the capital portion of the revised remedy begun thereafter.
Subsequent to December 31, 1995, the Company entered into an agreement
to purchase the assets of Cabo Tacobar One, Ltd., a Mexican restaurant
concept with Central and South American influences located in Houston, Texas,
for $589,000 in cash and 375,000 shares of the Company's common stock.
Additionally, the Company entered into an agreement to purchase the assets
and assume certain liabilities of the Stockyards Hotel, located in Fort
Worth, Texas, for $500,000 in cash, 450,000 shares of the Company's common
stock and the refinancing of a $1,600,000 bank term loan. Under this
agreement, the Company has guaranteed, for a limited period of time, a sales
price of $2.05 per share for any of this stock that may be sold. These
acquisitions will be accounted for under purchase accounting and will be
included in the Company's Results of Operations beginning on the
acquisitions' effective date of January 1, 1996. Excess of purchase price
over fair value of net tangible assets acquired will approximate $1,000,000
and will be recorded as Goodwill during the quarter ending March 31, 1996.
13
<PAGE>
BUFFTON CORPORATION
PART II - OTHER INFORMATION
---------------------------
Item 1. - Legal Proceedings
None
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Asset Purchase Agreement dated January 19, 1996
incorporated herein by reference to Form 8-K dated January
19, 1996.
(b) Reports on Form 8-K
Report dated November 15, 1995 reporting changes to the
Company's Rights Agreement.
14
<PAGE>
BUFFTON CORPORATION
SIGNATURES
----------
Pursuant to 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.
BUFFTON CORPORATION
(Registrant)
By: /s/ Robert H. McLean
------------------------
Chairman of the Board
and President
February 12, 1996
- -----------------
By: /s/ Robert Korman
-------------------------
Vice President and
Chief Financial Officer
February 12, 1996
- -----------------
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 49
<SECURITIES> 0
<RECEIVABLES> 3,178
<ALLOWANCES> (86)
<INVENTORY> 2,043
<CURRENT-ASSETS> 5,571
<PP&E> 7,997
<DEPRECIATION> (2,197)
<TOTAL-ASSETS> 17,677
<CURRENT-LIABILITIES> 2,741
<BONDS> 0
0
0
<COMMON> 284
<OTHER-SE> 14,652
<TOTAL-LIABILITY-AND-EQUITY> 17,677
<SALES> 5,336
<TOTAL-REVENUES> 5,336
<CGS> 1,889
<TOTAL-COSTS> 4,894
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35
<INCOME-PRETAX> 442
<INCOME-TAX> 125
<INCOME-CONTINUING> 317
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 317
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
