<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report
under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter ended November 30, 1995 Commission file number 0-16071
Summagraphics Corporation
(Exact name of Registrant as specified in its charter)
Delaware 3573 06-0888312
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) identification No.)
8500 Cameron Road
Austin, Texas 78754
(512) 835-9000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
(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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
--- ---
Number of common shares outstanding at November 30, 1995 - 4,613,000
Page 1 of 12
<PAGE>
Summagraphics Corporation and Subsidiaries
Index to Form 10-Q
November 30, 1995
Part I. Financial Information Page No.
Consolidated Balance Sheets - May 31, 1995 and November 30, 1995 3
Consolidated Statements of Operations for the Three Months and Six
Months ended November 30, 1994 and November 30, 1995 4
Consolidated Statements of Cash Flows for the Six Months ended
November 30, 1994 and November 30, 1995 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Part II. Other Information
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 9
Page 2 of 12
<PAGE>
SUMMAGRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS MAY 31, NOVEMBER 30,
1995 1995
UNAUDITED
------------ -------------
<S> <C> <C>
Current Assets
Cash $ 560,000 $ 584,000
Accounts receivable (less allowance for
doubtful accounts: May 31, 1995-$954,000
November 30, 1995-$856,000) 18,039,000 15,786,000
Inventories:
Materials 9,881,000 5,763,000
Work-in-process 2,504,000 3,243,000
Finished goods 6,998,000 3,987,000
----------- -----------
19,383,000 12,993,000
Prepaid expenses and other current assets 1,136,000 1,217,000
----------- -----------
Total current assets 39,118,000 30,580,000
Fixed assets:
Land 344,000 332,000
Building 1,616,000 1,586,000
Machinery and equipment 13,861,000 14,257,000
Furniture and fixtures 1,241,000 1,138,000
Leasehold improvements 1,044,000 818,000
Construction in progress 389,000 566,000
----------- -----------
18,495,000 18,697,000
Less accumulated depreciation and
amortization (13,188,000) (14,046,000)
----------- -----------
Net fixed assets 5,307,000 4,651,000
Intangible and other assets, net of accumulated
amortization 9,176,000 8,626,000
----------- -----------
$53,601,000 $43,857,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $12,500,000 $9,668,000
Accrued liabilities 10,619,000 6,692,000
Notes payable to banks 9,548,000 9,850,000
Current portion of long-term debt 561,000 620,000
Current obligations under capital leases 277,000 273,000
----------- ------------
Total current liabilities 33,505,000 27,373,000
Long-term liabilities, less current portion:
Long-term debt 1,579,000 1,458,000
Capital lease obligations 282,000 147,000
Deferred gain on sale of building 476,000 459,000
Restructuring, lease abandonment and other
charges 3,355,000 2,835,000
Total Liabilities 39,197,000 32,272,000
----------- ------------
Stockholders's equity:
Preferred stock, $.01 par value, authorized
500,000 shares
Common stock, $.01 par value; authorized
20,000,000 shares, issued 4,465,000
and 4,645,000 shares, respectively 46,000 46,000
Additional paid-in capital 39,111,000 39,143,000
Accumulated deficit (25,879,000) (28,269,000)
Cumulative translation adjustment 1,601,000 1,140,000
Less:Treasury stock at cost-49,000 shares (465,000) (465,000)
Stockholder note receivable (10,000) (10,000)
----------- ------------
Total stockholders' equity 14,404,000 11,585,000
----------- ------------
$53,601,000 $ 43,857,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3 of 11
<PAGE>
SUMMAGRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30, November 30, November 30,
1994 1995 1994 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 20,421,000 $ 18,243,000 $ 39,072,000 $ 34,032,000
Cost of sales 12,762,000 13,274,000 25,295,000 25,491,000
------------ ------------ ------------ ------------
Gross profit 7,659,000 4,969,000 13,777,000 8,541,000
Selling, general and administrative 5,470,000 4,213,000 9,724,000 8,327,000
Research and development 1,702,000 1,014,000 3,272,000 2,169,000
------------ ------------ ------------ ------------
Operating income (loss) 487,000 (258,000) 781,000 (1,995,000)
Other income (expense):
Interest income 9,000 5,000 13,000 8,000
Interest expense (92,000) (273,000) (143,000) (551,000)
Miscellaneous, net (20,000) 28,000 36,000 108,000
------------ ------------ ------------ ------------
(103,000) (240,000) (94,000) (435,000)
Income (loss) before income taxes
and cumulative effect of change
in accounting method 384,000 (498,000) 687,000 (2,390,000)
Provision (benefit) for income taxes -- -- -- --
------------ ------------ ------------ ------------
Income (loss) before cumulative
effect of change in accounting
method 384,000 (498,000) 687,000 (2,390,000)
Cumulative effect of change in method
of accounting for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 384,000 $ (498,000) $ 687,000 $ (2,390,000)
============ ============ ============ ============
Net income (loss) per common share:
Income (loss) before cumulative effect
of change in accounting method $ 0.08 $ (0.11) $ 0.14 $ (0.52)
------------ ------------ ------------ ------------
Cumulative effect of change in method
of accounting for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) per common share $ 0.08 $ (0.11) $ 0.14 $ (0.52)
============ ============ ============ ============
Weighted average shares used in
computing net income (loss) per
common share 4,840,000 4,598,000 4,800,000 4,597,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 12
<PAGE>
SUMMAGRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS REPRESENTING
INCREASES (DECREASES) IN CASH
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
1994 1995
------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 687,000 $ (2,390,000)
Adjustments to reconcile net income (loss) to net cash
used in (provided by) operating activities:
Cumulative effect of change in accounting method -- --
Depreciation and amortization 1,736,000 1,248,000
Restructuring Charges (240,000) (240,000)
Loss (gain) on sale of fixed assets 34,000 (52,000)
Compensation in form of stock (5,000) 6,000
Changes in assets and liabilities:
Accounts receivable (211,000) 2,034,000
Inventories (4,296,000) 6,188,000
Prepaid and other current assets (61,000) (112,000)
Accounts payable 685,000 (2,775,000)
Accrued liabilities (1,205,000) (3,877,000)
------------- ---------------
Net cash (used in) provided by operating activities (2,876,000) 30,000
------------- ---------------
Cash flows from investing activities:
Capital expenditures (1,063,000) (352,000)
Proceeds from sale of fixed assets 8,000 40,000
------------- ---------------
Net cash used in investing activities (1,055,000) (312,000)
------------- ---------------
Cash flows from financing activities:
Proceeds (Repayments) from short-term borrowings 4,103,000 (22,000)
Proceeds from sale of common stock 291,000 26,000
Payment of cash dividends (450,000) 0
Proceeds (Repayments) of long-term debt and capital
lease obligations (256,000) 262,000
------------- ---------------
Net cash used in financing activities 3,688,000 266,000
------------- ---------------
Effect of exchange rate changes on cash (193,000) 40,000
------------- ---------------
Net change in cash (436,000) 24,000
------------- ---------------
Cash at beginning of period 819,000 560,000
------------- ---------------
Cash at end of period $ 383,000 $ 584,000
============= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5 of 12
<PAGE>
Summagraphics Corporation and Subsidiaries
Notes to Consolidated Financial Statements
November 30, 1995
(1) Financial Statement Presentation
The financial statements of Summagraphics Corporation and its subsidiaries
(the Company) included herein have been prepared without audit pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC) and, in
the opinion of management, reflect all adjustments necessary to present fairly
the financial condition and the results of operations for such interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations; however,
management believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the audited financial statements and notes thereto for
the year ended May 31, 1995 included in the Company's filing with the SEC on
Form 10-K. The results for these interim periods are not necessarily
indicative of the results for the respective fiscal years.
Page 6 of 12
<PAGE>
Summagraphics Corporation and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
For the Three and Six Months Ended November 30, 1995
Results of Operations
Net sales in the second quarter of fiscal 1996 decreased 12% to $18,243,000
from $20,421,000 in the comparable period last year. For the six months ended
November 30, 1995, net sales decreased 13% to $34,032,000 from $39,072,000 in
the prior year. Sales in Europe were up slightly over last year, while the
sales decline occurred in the North America and Asia/Pacific sales regions.
The increased sales in Europe represent an increase in cutter sales and the
introduction of the Company's SummaChrome Vinyl printer. The Company has
continued to experience lower than expected sales of pen plotters and has not
been able to offset this sales decline with sales of its SummaJet inkjet
printer which, as previously disclosed, was introduced later than scheduled and
has hindered the Company's efforts to recover its delayed market opportunity.
Sales were also adversely affected by price reductions and continuing efforts
to reduce customer on-hand inventories of the Company's products primarily in
North America.
Gross margin for the second quarter declined to 27% or $4,969,000 versus 38%
or $7,659,000 in the previous year due to the lower sales volumes as well as
price reductions taken since last year primarily on small format digitizers,
inkjet and pen plotters. For the six month period gross margin decreased to
25% compared to 35% in the prior year.
Selling, general and administrative expense (SG+A), as a percentage of net
sales, decreased from 27% or $5,470,000 in the second quarter of 1995 to 23% or
$4,213,000 in the second quarter of 1996. For the six month period ended
November 30, 1995, SG+A as a percentage of net sales (24%) decreased one
percent from last year ($8,327,000 and $9,724,,000, respectively). These
percentage decreases were due to continued strong cost controls and lower sales
levels during the current fiscal year.
Research and development expenditures for the second quarter of 1995 as a
percentage of net sales decreased from 8% or $1,702,000 in 1995 to 6% or
$1,014,000 in 1996. For the six months ended November 30, 1995, research and
development expenditures as a percentage of net sales decreased from 8% to 6%
in the six months end November 30, 1995 ($3,272,000 and $2,169,000,
respectively). These reductions reflect cost reduction programs put in place
by the Company as well as the absence of any major development programs for
output products in the current year.
Net interest expense in the second quarter of fiscal 1996 increased to
$273,000 from $92,000 in the same period in 1995. For the six months ended
November 30, 1995 interest expense increased to $551,000 compared to $143,000
in the prior year. These increases reflect the increase in average short-term
debt outstanding from the prior periods.
Other miscellaneous income and expense in the second quarter of 1996
reflected
Page 7 of 12
<PAGE>
income of $28,000 versus expense of $20,000 in 1994. For the six months ended
November 30, 1995, other miscellaneous income and expense reflected income of
$108,000 compared to income of $36,000 in the prior year. These changes in
miscellaneous income and expense are primarily due to currency transaction gains
and losses.
The Company had pre-tax loss of $498,000 in the second quarter compared to
pre-tax income of $384,000 in last year's second quarter. For the six months
ended November 30, 1995, the Company had a pre-tax loss of $2,390,000 compared
to pre-tax income of $687,000 in the prior year.
The Company did not record a tax provision for the three or six month period
ended November 30, 1995 as a result of the current period losses recorded by the
Company.
Liquidity and Capital Resources
The Company's sources of liquidity consist of on-hand cash balances, a
$4,000,000 revolving credit facility in Belgium, vendor credit and cash
generated from operations. The Company's availability under its Belgian bank
credit line is calculated based upon percentages, as determined by the bank, of
certain eligible receivables and to a lesser extent inventories. The Company
does not have any availability under its current domestic credit facility and is
funding operations from operating cash flows. As of November 30, 1995 cash and
short-term investments totaled $584,000 and $1,137,000 was available under its
Belgian revolving credit line.
During the three and six-month periods, the Company utilized its cash balances
and bank credit facilities to fund operations, working capital, capital
expenditures and other costs. Charges against the restructuring reserve
established in 1993 and the lease abandonment reserve established in 1995, both
related to the former corporate office lease space in Connecticut, and for the
three and six-month periods ended November 30, 1995 were $257,000 and $523,000,
respectively.
The Company experienced a significant loss in the first six months of fiscal
1996. The Company has developed a plan to return to profitable levels during
fiscal 1996 which include outsourcing certain of its manufacturing and
distribution requirements as well as reducing expenditures in all areas. The
waiver received on the U.S. credit agreement was based, in part, on
management's projections of future operations and cash flows. The ability of
the Company to achieve its projections is dependent upon various factors, some
of which may be outside the control of the Company, such as the continued
cooperation of the Company's suppliers to provide an adequate amount of credit
to enable the Company to purchase goods and services. Additionally, management
is considering various other alternatives to raise additional funds, including
debt or equity financing and/or sales of certain operating assets. The Company
has retained the services of Broadview Associates (investment bankers) to
assist the Company with matters relating to its strategic direction.
Page 8 of 12
<PAGE>
Subsequent Events
In 1995 as a result of its U.S. operating losses, the Company violated
certain financial covenants with its U.S. bank, the landlord of its Texas
facility and a loan agreement for the Company's capital expenditures. In
September 1995, all parties agreed to waive all events of default and to revise
the respective agreements, as previously disclosed in the Company's Form 10-K
for the fiscal year ended May 31, 1995. The U.S. bank agreement has been
executed by the Company and is expected to be executed by the bank shortly
pending final completion of documentation. The Company is currently in
compliance with the terms of the amended credit agreement. Significant new
provisions of this agreement include an extension of the agreement until
September 30, 1996, repayment of the loan based remittance of certain
percentages of daily cash collections, no new loan advances except for one
minor exception, additional loan repayments required to be made based upon any
proceeds from asset sales or equity proceeds, an increased borrowing rate, new
financial covenants and the granting to the bank of warrants to purchase 37,500
shares of the Company's common stock at $1.75 per share. The Texas lease
agreement is in the process of final documentation and should be executed
shortly. New provisions of this agreement include a rent reduction through
September 30, 1996 and the granting of 15,000 warrants to the landlord at a
price of $2 per share as well as revised financial covenants. The Company is
currently in compliance with the revised terms and conditions of the amended
lease agreement. The lender associated with the capital expenditure credit
line has agreed to extend its previous waiver to allow for finalization of
amendments to this lending agreement.
Other Matters
Impact of Inflation
The Company believes that inflation has not had a material effect on the
results of operations to date. However, since the Company sources a
substantial portion of its production from Far East manufacturers, the cost of
imported product is dependent on
fluctuations in the value of the U.S. dollar and import duties or restrictions.
The Company does a substantial portion of its business internationally. The
Company's products are priced in dollars in all North American, Latin American,
Asian and Pacific Rim countries. In Europe, the Company prices its products in
local currencies in Germany, England, France, Belgium and in dollars in other
European and Middle Eastern countries. Approximately 50% of sales are
denominated in local currencies and 50% in dollars. The European operations
incur approximately the same percentages of their expenses in either local
currencies or dollars. Accordingly, the Company believes that it effectively
matches cash inflows and outflows and is not subject to material cash flow
impacts due to currency fluctuations.
Page 9 of 12
<PAGE>
Accounting for Asset Impairment
During March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of."
The Company is required to adopt Statement 121 in the fiscal year beginning
June 1, 1996. Statement 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company has not
completed all of the analyses required to estimate the impact of the new
statement; however, the adoption of Statement 121 is not expected to have a
material adverse impact on the Company's financial position or the results of
its operations at the time of adoption.
Page 10 of 12
<PAGE>
PART II - Other Information
Item 1. Legal Proceedings
See Annual Report on Form 10-K for fiscal year 1995.
Item 6. Exhibits and Reports on 8-K
Exhibit 27 - Financial Data Schedule.
Page 11 of 12
<PAGE>
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.
Summagraphics Corporation
(Registrant)
Date: January 25, 1996 By: /s/
-------------------------
David G. Osowski,
Senior Vice President, Controller
and Treasurer
Page 12 of 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 584
<SECURITIES> 0
<RECEIVABLES> 16,642
<ALLOWANCES> 856
<INVENTORY> 12,993
<CURRENT-ASSETS> 30,580
<PP&E> 18,697
<DEPRECIATION> 14,046
<TOTAL-ASSETS> 43,857
<CURRENT-LIABILITIES> 27,373
<BONDS> 1,458
0
0
<COMMON> 46
<OTHER-SE> 11,539
<TOTAL-LIABILITY-AND-EQUITY> 43
<SALES> 34,032
<TOTAL-REVENUES> 34,032
<CGS> 25,491
<TOTAL-COSTS> 35,987
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 551
<INCOME-PRETAX> (2,390)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,390)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,390)
<EPS-PRIMARY> (.52)
<EPS-DILUTED> (.52)
</TABLE>
