<PAGE>
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 NOVEMBER 30, 1996
[_] 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 November 30, 1996 was
4,073,411.
1
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SUMMA INDUSTRIES
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
November 30, 1996 (unaudited) and August 31, 1996.............. 3
Condensed Consolidated Statements of Income (unaudited) -
three months ended November 30, 1996 and 1995.................. 4
Condensed Consolidated Statements of Cash Flows (unaudited) -
three months ended November 30, 1996 and 1995.................. 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
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
November 30, 1996 August 31, 1996
(unaudited)
----------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 513,000 $ 567,000
Accounts receivable 7,324,000 1,627,000
Inventories 3,993,000 2,186,000
Prepaid expenses and other 980,000 656,000
----------------- ---------------
Total current assets 12,810,000 5,036,000
Property, plant and equipment 19,597,000 6,060,000
Less accumulated depreciation 2,222,000 2,082,000
----------------- ---------------
Net property, plant and equipment 17,375,000 3,978,000
Other assets 3,433,000 1,865,000
Goodwill and other intangibles, net 1,514,000 946,000
----------------- ---------------
$35,132,000 $11,825,000
================= ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit $ 32,000 $ ---
Accounts payable 2,093,000 812,000
Accrued liabilities 2,789,000 1,249,000
Current maturities of long-term
debt 2,300,000 ---
----------------- ---------------
Total current liabilities 7,214,000 2,061,000
Long-term debt, net of current
maturities 7,231,000 300,000
Other long term liabilities 1,889,000 820,000
----------------- ---------------
Total liabilities 16,334,000 3,181,000
Shareholders' equity:
Common stock, par value $.001;
10,000,000 shares
authorized, 4,073,411 and
1,603,483 shares issued and
outstanding at November 30,
1996 and August 31, 1996,
respectively. 16,098,000 6,157,000
Retained earnings 2,700,000 2,487,000
----------------- ---------------
Total shareholders' equity 18,798,000 8,644,000
----------------- ---------------
$35,132,000 $11,825,000
================= ===============
</TABLE>
See accompanying notes.
3
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SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended
-------------------------------------
November 30, 1996 November 30, 1995
----------------- -----------------
<S> <C> <C>
Net sales $3,139,000 $2,839,000
Cost of sales 1,656,000 1,560,000
---------- ---------
Gross profit 1,483,000 1,279,000
Selling, general and administrative and
other expenses 1,151,000 985,000
---------- ---------
Operating income from continuing
operations 332,000 294,000
Interest income, net 28,000 ---
---------- ---------
Income from continuing operations
before provision for taxes 360,000 294,000
Provision for income taxes 147,000 117,000
---------- ---------
Income from continuing operations 213,000 177,000
(Loss) from discontinued operations,
net of the effect of income tax --- (86,000)
---------- ---------
Net Income $ 213,000 $ 91,000
========== ==========
Income per common and equivalent share:
Income from continuing operations $ .13 $ .11
(Loss) from discontinued
operations, net of the effect of
income tax --- (.05)
---------- ---------
Net Income per common and equivalent
share $ .13 $ .06
========== ==========
Weighted average shares outstanding 1,666,000 1,557,000
========== ==========
</TABLE>
See accompanying notes.
4
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SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three months ended
-------------------------------------
November 30, 1996 November 30, 1995
----------------- -----------------
<S> <C> <C>
Operating activities:
Net income $ 213,000 $ 91,000
----------- ---------
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 164,000 187,000
Gain on disposition of property,
plant and equipment --- (3,000)
Net change in assets and liabilities
Accounts receivable (43,000) (89,000)
Inventories 11,000 151,000
Prepaid expenses and other 28,000 (37,000)
Accounts payable (298,000) (165,000)
Accrued liabilities (303,000) 134,000
----------- ---------
Total adjustments (441,000) 178,000
----------- ---------
Net cash provided by (used in)
operating activities (228,000) 269,000
----------- ---------
Investing activities:
Property, plant & equipment (227,000) (270,000)
----------- ---------
Net cash used in investing activities (227,000) (270,000)
----------- ---------
Financing activities:
Net proceeds from (payments on) line
of credit 32,000 (139,000)
Cash acquired in acquisition of
LexaLite, net of cash paid 369,000 ---
----------- ---------
Net cash provided by (used in) by
financing activities 401,000 (139,000)
----------- ---------
Net decrease in cash (54,000) (140,000)
Cash at beginning of period 567,000 182,000
----------- ---------
Cash at end of period $ 513,000 $ 42,000
=========== =========
Supplemental cash flow information:
Cash paid during the period for:
Interest payments $ 7,000 $ 34,000
=========== =========
Income tax payments $ 263,000 $ 51,000
=========== =========
Non-cash investing and financing activities
Common stock issued for acquisition
(Note 3) $ 9,941,000 $ ---
=========== =========
Details of acquisition (Note 3):
Fair value of assets acquired $23,910,000 $ ---
Liabilities assumed or incurred 13,825,000 ---
Common stock issued 9,941,000 ---
----------- ---------
Cash paid 144,000 ---
Less cash acquired (513,000) ---
----------- ---------
Net cash acquired in acquisition $ (369,000) $ ---
----------- ---------
</TABLE>
See accompanying notes.
5
<PAGE>
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 ended
November 30, 1996 are not necessarily indicative of the results to be
expected for the full year ending August 31, 1997.
2. Inventories
Inventories at August 31, 1996 and November 30, 1996 were as follows:
<TABLE>
<CAPTION>
November 30, 1996 August 31, 1996
(unaudited)
----------------- ---------------
<S> <C> <C>
Finished goods $1,496,000 $ 713,000
Work in process 104,000 81,000
Material and parts 2,393,000 1,392,000
---------- ----------
$3,993,000 $2,186,000
========== ==========
</TABLE>
3. Acquisition
On November 22, 1996, the Company completed the acquisition of LexaLite
International Corporation ("LexaLite"). The acquisition, which will be
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 November 30, 1996 includes the balance sheet of LexaLite with
preliminary purchase accounting adjustments. None of the results of
operations of LexaLite have been included in the consolidated results of
operations or the consolidated statement of cash flows of the company for
the quarter ended November 30, 1996, and the shares issued to complete the
acquisition have not been included in the earnings per share calculation.
The results of operations of LexaLite for the period from November 25, 1996
to November 30, 1996 will be included in the Company's consolidated results
of operations for the quarter ended February 28, 1997.
6
<PAGE>
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 November 30, 1996 was $5,596,000 compared to
$2,975,000 at August 31, 1996. The primary reason for the increase was the
inclusion of the balance sheet of newly acquired LexaLite.
Cash provided by operations is the Company's principal source of liquidity. The
Company has a $2,000,000 revolving line of credit facility with a bank which has
an outstanding balance of $32,000 at November 30, 1996. The credit facility,
which expires January 1, 1997, is expected to be renewed on favorable terms.
The Company also has a secured line of credit with a bank which provides for
$3,000,000 of maximum borrowings and which has a current balance of $275,000 at
November 30, 1996. The expiration date of this facility is October 1, 1997.
Additionally, the Company has an agreement with a bank to borrow up to
$2,000,000 for the purchase of equipment. No borrowings have been made against
this agreement. The agreement expires October 1, 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. Although there are no
plans to make a specific acquisition for cash, in the event such a plan were
adopted, an alternate source of funds to accomplish the acquisition would have
to be developed. The Company has 10,000,000 shares of common stock authorized,
of which 4,073,411 shares were outstanding at November 30, 1996 and 5,000,000
shares of "blank check" preferred stock authorized of which none is outstanding.
The Company could issue additional shares of common or preferred stock to raise
funds.
Results of Operations
- ---------------------
The following table sets forth certain statement of income information for
SUMMA's continuing operations as a percent of sales for the fiscal quarters
ended November 30.
<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Sales 100.0% 100.0%
Gross profit 47.2% 45.1%
S,G & A and other expense 36.7% 34.7%
Income from continuing operations
before taxes 11.5% 10.4%
Income from continuing operations 6.8% 6.2%
====== ======
Effective tax rate 40.8% 39.8%
</TABLE>
7
<PAGE>
Sales for the first quarter ended November 30, 1996 increased $300,000, or 11%,
compared to the prior year first quarter primarily as a result of increased
shipments attributable to an expanded sales organization, growing acceptance of
the Company's products, the growing market for its products and new product
development. Additionally, the Company's sales benefitted by increased building
and expansion activity within the petrochemical industry.
Consolidated gross profit increased $204,000, or 16%, primarily due to sales
growth and improved margins related to higher volumes. Operating expenses
increased $166,000, or 17%, from the comparable prior year period primarily due
to the prior expansion of the sales organization, subsequent to last year's
first quarter, as a part of the plan to grow sales and due to the timing of
litigation expenses (see Part II, Item 1.). Income from continuing operations
was up $36,000, or 20% from the comparable prior year period.
The Company's backlog at November 30, 1996, believed to be firm, was $5,626,000
of which $3,334,000 is attributable to the backlog of molded plastic products of
the newly acquired business of LexaLite. There was little change in the backlog
of the original businesses compared to the backlog at August 31, 1996. 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
and GST/Stang 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.
Item 2. Change in Securities
- -----------------------------
None
8
<PAGE>
Item 3. Default upon Senior Securities
- ---------------------------------------
None
Item 4. Submission of matters to a vote of security holders
- ------------------------------------------------------------
At the Company's Annual Shareholder Meeting on November 21, 1996, the proposal
to approve the merger of Charlevoix the Beautiful, Inc., a recently formed and
wholly-owned subsidiary of the Company, with and into LexaLite International
Corporation, to approve the amendment of the Company's Articles of
Incorporation to establish a 9-member Board of Directors divided into three
classes serving staggered terms, and to approve adoption by the Company of the
LexaLite Employee Stock Ownership Plan, as amended, was approved.
The following incumbent directors were nominated for reelection and Mr. Josh T.
Barnes was nominated for election to the Board of Directors of the Company for
the terms indicated. There were no other director nominees. Each was elected
for the term indicated and until their successors are elected and have
qualified.
<TABLE>
<CAPTION>
Name Year Term
<S> <C>
Michael L. Horst 3
James R. Swartwout 3
Josh T. Barnes 3
Coalson C. Morris 2
Karl V. Palmaer 2
Byron C. Roth 2
</TABLE>
Item 5. Other Information
- --------------------------
On November 22, 1996, the Company acquired all of the outstanding capital stock
of LexaLite, a manufacturer whose primary products are engineered injection
molded plastic optical components for OEM customers in the lighting industry.
The acquisition cost consisted of the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------
<S> <C>
Common stock issued to LexaLite
shareholders $ 9,821,000
Acquisition costs 315,000
Liabilities assumed or incurred 13,774,000
--------------
Total acquisition cost $23,910,000
==============
</TABLE>
The Company issued 2,439,928 shares of SUMMA to the shareholders of LexaLite on
the effective date of the acquisition. The acquisition cost has been allocated
to the assets purchased and the liabilities assumed or incurred based upon their
fair values at the date of acquisition. The excess of the purchase price over
the fair values of the net assets acquired amounted to $485,000 and has been
recorded as goodwill which will be amortized on a straight-line basis over 25
years.
9
<PAGE>
The following unaudited pro-forma information presents results of operations of
the Company and LexaLite for the three month periods ended November 30, 1996 and
November 30, 1995 as if the acquisition 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.
<TABLE>
<CAPTION>
Three months ended
--------------------------------------
November 30, 1996 November 30, 1995
----------------- -----------------
<S> <C> <C>
Net sales $11,746,000 $9,842,000
Income from continuing operations 653,000 318,000
Net income $ 653,000 $ 232,000
================= =================
Income per common and equivalent share
Income from continuing operations $ .16 $ .08
Net income per common and equivalent
share $ .16 $ .06
</TABLE>
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.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits. Exhibit 27 - Financial Data Schedule
---------
(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 January 8, 1997.
SUMMA INDUSTRIES
/s/ JAMES R. SWARTWOUT
----------------------
James R. Swartwout, President and Chief Financial Officer
/s/ PAUL A. WALBRUN
-------------------
/s/ Paul A. Walbrun, Vice President, Controller and
Secretary
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 513,000
<SECURITIES> 0
<RECEIVABLES> 7,324,000
<ALLOWANCES> 0
<INVENTORY> 3,993,000
<CURRENT-ASSETS> 12,810,000
<PP&E> 19,597,000
<DEPRECIATION> 2,222,000
<TOTAL-ASSETS> 35,132,000
<CURRENT-LIABILITIES> 7,214,000
<BONDS> 0
0
0
<COMMON> 16,098,000
<OTHER-SE> 2,700,000
<TOTAL-LIABILITY-AND-EQUITY> 35,132,000
<SALES> 3,139,000
<TOTAL-REVENUES> 3,139,000
<CGS> 1,656,000
<TOTAL-COSTS> 1,656,000
<OTHER-EXPENSES> 1,151,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (28,000)
<INCOME-PRETAX> 360,000
<INCOME-TAX> 147,000
<INCOME-CONTINUING> 213,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 213,000
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
