<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
--------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from____________________to____________________
Commission File Number 1-8912
-------------------
SBM INDUSTRIES, INC.
-------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 36-1805030
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Two Madison Avenue
Larchmont, NY 10538
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (914) 833-0649
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SAME
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Former name, former address and former fiscal year,
if changed since last report.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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: Check whether the registrant filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of
each of the issuer's classes of common equity, as of the latest practicable
date: $1.00 par value - 2,027,616 shares at August 10, 1995.
------------------------------------------------------
<PAGE>
SBM INDUSTRIES, INC.
--------------------
INDEX
-----
JUNE 30, 1995
-------------
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1.
Condensed Consolidated Balance Sheet
June 30, 1995 1 & 2
Condensed Consolidated Statements of Income-
Six Months Ended June 30, 1995 and 1994 3
Condensed Consolidated Statements of Income-
Three Months Ended June 30, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements -
June 30, 1995 6
ITEM 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations -
June 30, 1995 7 & 8
PART II. OTHER INFORMATION 9 & 10
</TABLE>
i
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
SBM INDUSTRIES, INC.
--------------------
CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
------------------------------------------------
JUNE 30, 1995
-------------
A S S E T S
-----------
<TABLE>
<CAPTION>
CURRENT ASSETS:
----------------------------------------------------
<S> <C>
Cash and Cash Equivalents $ 169,000
Accounts Receivable, Less Allowance for Doubtful
Accounts of $120,000 1,827,000
Inventories 3,007,000
Prepaid Expenses and Other Current Assets 249,000
----------
TOTAL CURRENT ASSETS 5,252,000
-------------------- ----------
PROPERTY, PLANT AND EQUIPMENT, AT COST:
--------------------------------------
Land, Building and Improvements 1,229,000
Machinery and Equipment 985,000
---------
2,214,000
Less: Accumulated Depreciation 450,000
---------
PROPERTY, PLANT AND EQUIPMENT, NET 1,764,000
---------------------------------- ---------
INTANGIBLE ASSETS AND GOODWILL, NET 3,540,000
----------------------------------- ---------
OTHER ASSETS:
------------
Note Receivable 250,000
----------
TOTAL ASSETS $10,806,000
------------ ===========
</TABLE>
-1-
<PAGE>
SBM INDUSTRIES, INC.
--------------------
CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
------------------------------------------------
JUNE 30, 1995
-------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
<TABLE>
<CAPTION>
CURRENT LIABILITIES:
-----------------------------------------
<S> <C>
Borrowings Under Line of Credit $ 375,000
Accounts Payable and Accrued Expenses 1,166,000
Deferred Income 812,000
Current Portion of Notes Payable 284,000
----------
TOTAL CURRENT LIABILITIES 2,637,000
-------------------------
OTHER LIABILITIES:
-----------------
Notes Payable 1,229,000
----------
TOTAL LIABILITIES 3,866,000
----------------- ---------
MINORITY INTEREST 160,000
----------------- ---------
SHAREHOLDERS' INVESTMENT:
------------------------
Preferred Shares, $1 Par Value -
500,000 Shares Authorized; Issued
and Outstanding - 0 Shares --
Common Shares, $1 Par Value -
5,000,000 Shares
Authorized; Issued and Outstanding -
2,028,000 Shares 2,028,000
Paid-in Surplus 4,349,000
Retained Earnings 403,000
-----------
TOTAL SHAREHOLDERS' INVESTMENT 6,780,000
------------------------------ ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
INVESTMENT $ 10,806,000
----------------------------------- ============
</TABLE>
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<PAGE>
SBM INDUSTRIES, INC.
--------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
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FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
-----------------------------------------------
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
NET SALES $8,157,000 $5,654,000
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Cost of Sales 4,503,000 2,911,000
---------- ----------
GROSS PROFIT ON SALES $3,654,000 $2,743,000
------------------------------------------------------------- ---------- ----------
COSTS AND EXPENSES:
-------------------------------------------------------------
Selling, General and Administrative Expenses $3,376,000 $2,473,000
Depreciation and Amortization 248,000 134,000
---------- ----------
TOTAL COSTS AND EXPENSES $3,624,000 $2,607,000
------------------------------------------------------------- ---------- ----------
OPERATING PROFIT $ 30,000 $ 136,000
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OTHER INCOME (EXPENSE):
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Interest Income and (Expense), Net (68,000) (6,000)
Gain (Loss) on Marketable Securities (Note 1) 43,000 (58,000)
Minority Interest in Subsidiary 67,000 24,000
---------- ----------
Income Before Income Taxes from Continuing Operations $ 72,000 $ 96,000
Provision For Income Taxes (Note 3) ----- (30,000)
---------- ----------
Income from Continuing Operations $ 72,000 $ 66,000
Income and Gain on Sale from Discontinued Operations ----- 606,000
---------- ----------
NET INCOME $ 72,000 $ 672,000
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PER SHARE (Note 1)
Income from Continuing Operations $ .04 $.03
Income and Gain on Sale from Discontinued Operations ----- .30
---------- ----------
NET INCOME $.04 $ .33
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</TABLE>
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<PAGE>
SBM INDUSTRIES, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
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FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
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<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
NET SALES $3,938,000 $2,841,000
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Cost of Sales 2,190,000 1,447,000
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GROSS PROFIT ON SALES $1,748,000 $1,394,000
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COSTS AND EXPENSES:
-------------------------------------------------------------------
Selling, General and Administrative Expenses $1,658,000 $1,249,000
Depreciation and Amortization 125,000 67,000
---------- ----------
TOTAL COSTS AND EXPENSES $1,783,000 $1,316,000
------------------------------------------------------------------- ---------- ----------
OPERATING PROFIT (LOSS) $ (35,000) $ 78,000
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OTHER INCOME (EXPENSE):
-------------------------------------------------------------------
Interest Income and (Expense), Net (38,000) (2,000)
Gain on Marketable Securities (Note 1) 5,000 -----
Minority Interest in Subsidiary 39,000 18,000
---------- ----------
Income (Loss) Before Income Taxes from Continuing Operations $ (29,000) $ 94,000
Benefit (Provision) For Income Taxes (Note 3) 2,000 (30,000)
---------- ----------
Income (Loss) from Continuing Operations $ (27,000) $ 64,000
Income (Loss) and Gain on Sale from Discontinued Operations ----- (1,000)
---------- ----------
NET INCOME (LOSS) $ (27,000) $ 63,000
------------------------------------------------------------------- ---------- ----------
PER SHARE (Note 1)
Income (Loss) from Continuing Operations $(.01) $.03
Income and Gain on Sale from Discontinued Operations ----- -----
---------- ----------
NET INCOME (LOSS) $(.01) $.03
------------------------------------------------------------------- ---------- ----------
</TABLE>
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<PAGE>
SBM INDUSTRIES, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-----------------------------------------------------------
FOR THE SIX-MONTHS ENDED JUNE 30, 1995 AND 1994
-----------------------------------------------
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations $ 72,000 $ 66,000
---------- ---------
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization $ 248,000 $ 146,000
Gain (loss) related to marketable securities (43,000) 58,000
Income-discontinued operations ----- 8,000
Minority Interest (67,000) (24,000)
Change in assets and liabilities:
Accounts and notes receivable 341,000 (229,000)
Inventory (81,000) (35,000)
Prepaid expenses and other current assets (123,000) (11,000)
Accounts payable and accrued expenses (920,000) (370,000)
Deferred Income 83,000 (25,000)
Other 5,000 -----
---------- ---------
Total Adjustments $(557,000) $(482,000)
---------- ---------
NET CASH USED BY OPERATING ACTIVITIES $(485,000) $(416,000)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets $(119,000) $ (311,000)
Sale of marketable securities 563,000 -----
Proceeds from sale of subsidiary's assets ----- 1,734,000
--------- ----------
NET CASH PROVIDED BY INVESTING ACTIVITIES $ 444,000 $1,423,000
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit $ 50,000 $ -----
Payments on notes (127,000) (359,000)
--------- ----------
NET CASH USED BY FINANCING ACTIVITIES $ (77,000) $ (359,000)
--------- ----------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS $(118,000) $ 648,000
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 287,000 1,693,000
--------- ----------
CASH AND EQUIVALENTS AT END OF PERIOD $ 169,000 $2,341,000
--------- ----------
</TABLE>
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<PAGE>
SBM INDUSTRIES, INC.
--------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
JUNE 30, 1995
-------------
(1) Summary of Major Accounting Policies
------------------------------------
The consolidated financial statements heretofore presented have been prepared by
SBM Industries, Inc. ("the Company" or "SBM"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these consolidated financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's latest annual report on Form 10-KSB. The interim figures
presented are unaudited and are subject to any adjustments which may result from
the year-end examination of the Company's financial statements. However, in the
opinion of management, the information furnished reflects all adjustments (which
included only normal recurring adjustments) necessary to fairly state the
consolidated financial statements for the interim periods presented.
Marketable securities, as a group, has been valued at lower of cost or market.
At June 30, 1995 the Company had sold all previously held securities.
Net income per share is computed based on the weighted average number of shares
outstanding during each period. The average number of shares used in the
computation of earnings per share was 2,028,000 for 1995 and 1994.
The profit and loss information for the interim periods presented are not
necessarily indicative of results to be expected for the year.
(2) Stock Options
-------------
On March 10, 1992, the Board of Directors of the Company adopted the 1992
Incentive Stock Option Plan providing for the issuance of 100,000 shares. The
shareholders of the Company approved the 1992 Plan at the Annual Meeting of
Shareholders held on August 25, 1992. Options on 35,800 shares have been
granted pursuant to the 1992 Plan.
(3) Income Taxes
------------
The Company utilized available booked net operating losses to offset tax
liabilities associated with the income from continuing operations.
(4) Contingencies
-------------
In March 1995, four alleged class action complaints were filed in the United
States District Court for the Southern District of New York against the Company
and some of its directors. The complaints allege violations of the federal
securities laws in connection with the financial information contained in the
Company's quarterly financial reports issued in 1994. The alleged classes of
plaintiffs consist of persons who purchased the Company's stock between
specified dates in May 1994 and February 1995. As the matter is in the early
stages, it is too soon to assess the outcome. The Company intends to defend
itself vigorously.
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<PAGE>
SBM INDUSTRIES, INC.
--------------------
ITEM 2, MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 1995
--------------------------------------
SIX MONTHS ENDED JUNE 30, 1995
------------------------------
COMPARED TO
------------
SIX MONTHS ENDED JUNE 30, 1994
------------------------------
SALES. Sales from continuing operations increased $2,503,000, or 44%, to
$8,157,000 in the first six months of 1995. These sales are primarily
attributable to Star Struck's increased volume of existing products and
additional sales derived from acquisitions made in 1994. Star Struck's sales
for the period were $6,434,000, up 37% from $4,694,000 for the first six months
of 1994. Carlton Press Corp.'s sales of $1,248,000 (15% of total sales) were up
30% over 1994's first half sales of $960,000. RC Manufacturing, Inc.
contributed $475,000, or 6%, to the Company's sales for this period.
GROSS PROFIT. Gross profit from continuing operations increased by $911,000, or
33%, to $3,654,000 in the first six months of 1995. Gross margin decreased to
44.7% in 1995 compared to 48.5% for the same period in 1994.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses associated with continuing operations increased $903,000
to $3,376,000 in the first six months of 1995. As a percentage of sales,
selling, general and administrative expenses decreased to 41% in the first six
months of 1995 compared to 44% for the same period of 1994.
OPERATING PROFIT. Operating profit decreased $106,000 to $30,000 in the first
six months of 1995.
NET INCOME. Net income for the first six months of 1995 decreased $600,000 to
$72,000. This decrease is mainly due to a $606,000 decrease in income and sale
from discontinued operations.
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<PAGE>
SBM INDUSTRIES, INC.
--------------------
ITEM 2, MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 1995
--------------------------------------
THREE MONTHS ENDED JUNE 30, 1995
--------------------------------
COMPARED TO
------------
THREE MONTHS ENDED JUNE 30, 1994
--------------------------------
SALES. Total sales for the Company in the second quarter of 1995 increased
$1,097,000, or 39%, to $3,938,000. Star Struck's sales for the period were
$3,131,000, up 32% from $2,376,000 for the second quarter of 1994. Carlton
Press Corp.'s sales of $586,000 were up 26% over 1994's second quarter sales of
$465,000. RC Manufacturing, Inc.'s sales of $221,000 contributed 6% to the
Company's total gross revenues for the second quarter.
GROSS PROFIT. Gross profit from continuing operations increased by $354,000, or
25%, to $1,748,000 in the second quarter of 1995. Gross margin decreased to
44.3% in 1995 compared to 49.1% for the same period in 1994.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses associated with continuing operations increased $409,000
to $1,658,000 in the second quarter of 1995. As a percentage of sales, selling,
general and administrative expenses decreased to 42% in the second quarter of
1995 compared to 44% for the same period of 1994.
OPERATING PROFIT. Operating profit decreased $113,000 to $(35,000) in the
second quarter of 1995.
NET INCOME. Net income for the second quarter of 1995 decreased $90,000 to
$(27,000).
LIQUIDITY AND CAPITAL RESOURCES. Cash proceeds received from the sale of
assets over the years, including the sale of a radio station and securites, have
been used for acquisitions, as well as working capital requirements needed for
expansion of existing operations.
At June 30, 1995 net working capital was $2,615,000.
-8-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
SBM INDUSTRIES, INC.
--------------------
JUNE 30, 1995
-------------
Item 1. Legal Proceedings
In March 1995, four alleged class action complaints were filed in the
United States District Court for the Southern District of New York against the
Company and some of its directors. The complaints allege violations of the
federal securities laws in connection with the financial information contained
in the Company's quarterly financial reports issued in 1994. The alleged classes
of plaintiffs consist of persons who purchased the Company's stock between
specified dates in May 1994 and February 1995. As the matter is in the early
stages, it is too soon to assess the outcome. The Company intends to defend
itself vigorously.
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
See attached
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27-Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 1995
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.
SBM INDUSTRIES, INC.
Date: August 11, 1995 By: /s/ Peter Nisselson
--------------------------------------
Peter Nisselson, President
Date: August 11, 1995 By: /s/ Lawrence Goldstein
----------------------------------
Lawrence Goldstein, Vice-President, Treasurer
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<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
----------------------------------------------------------
SBM INDUSTRIES, INC.
--------------------
JUNE 30, 1995
-------------
a) Annual meeting held May 2, 1995
b) Directors elected at the Meeting:
Peter M. Nisselson
Lawrence J. Goldstein
Kenneth Karlan
Robert J. Morris
Arthur Salzfass
Keith Sessler
Michael Sweedler
c) Other matters voted on:
None
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> JUN-30-1995 JUN-30-1994
<CASH> 169,000 0
<SECURITIES> 0 0
<RECEIVABLES> 1,947,000 0
<ALLOWANCES> 120,000 0
<INVENTORY> 3,007,000 0
<CURRENT-ASSETS> 249,000 0
<PP&E> 2,214,000 0
<DEPRECIATION> 450,000 0
<TOTAL-ASSETS> 10,806,000 0
<CURRENT-LIABILITIES> 2,637,000 0
<BONDS> 0 0
<COMMON> 2,028,000 0
0 0
0 0
<OTHER-SE> 4,752,000 0
<TOTAL-LIABILITY-AND-EQUITY> 10,806,000 0
<SALES> 8,157,000 5,654,000
<TOTAL-REVENUES> 8,157,000 5,654,000
<CGS> 4,503,000 2,911,000
<TOTAL-COSTS> 3,624,000 2,607,000
<OTHER-EXPENSES> (110,000) 34,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 68,000 6,000
<INCOME-PRETAX> 72,000 96,000
<INCOME-TAX> 0 30,000
<INCOME-CONTINUING> 72,000 66,000
<DISCONTINUED> 0 606,000
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 72,000 672,000
<EPS-PRIMARY> .04 .33
<EPS-DILUTED> 0 0
</TABLE>
