-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtueuYSocTZ5UMy+18XPYgWZysXXf1sFdleYTfFpm6ZIvb5r5xDUwzDnT8mFf6W3 50/tQ0JjsMyMQhaSuQTgEw== 0000950130-97-002542.txt : 19970522 0000950130-97-002542.hdr.sgml : 19970522 ACCESSION NUMBER: 0000950130-97-002542 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970521 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXX INC/NV/ CENTRAL INDEX KEY: 0000089261 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880325271 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05654 FILM NUMBER: 97612473 BUSINESS ADDRESS: STREET 1: 3900 PARADISE ROAD SUITE 109 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027378811 MAIL ADDRESS: STREET 1: 3900 PARADISE RD STREET 2: SUITE 109 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: SFM CORP DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1O-Q (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the quarterly period ended March 31, 1997 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 1-5654 ----------------------------------------------------- EXX INC - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada 88-0325271 - ------------------------------- ----------------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 1350 East Flamingo Road, Suite 689, Las Vegas, Nevada 89119-5263 - -------------------------------------------------------------------------------- (Address or Principal Executive Offices) (Zip Code) (702) 598-3223 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NONE - -------------------------------------------------------------------------------- (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 --- --- Number of shares of common stock outstanding as of March 31, 1997: 2,027,942 Class A Shares and 667,314 Class B Shares. - --------- ------- PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ------- -------------------- A. BALANCE SHEETS ASSETS March 31, 1997 December 31, 1996 ------ -------------- ----------------- (unaudited) (audited) CURRENT ASSETS: Cash and cash equivalents $ 2,599,000 $ 3,092,000 Short term investments 1,800,000 1,800,000 Accounts receivable, less allowances of $950,000 and $872,000 2,753,000 2,284,000 Inventories, at lower of cost or market: Raw materials 579,000 563,000 Work in process 168,000 176,000 Finished goods 2,606,000 2,312,000 ----------- ----------- 3,353,000 3,051,000 Other current assets 1,139,000 705,000 Prepaid income taxes 700,000 599,000 Deferred income taxes 535,000 535,000 ----------- ----------- TOTAL CURRENT ASSETS 12,879,000 12,066,000 Property, plant and equipment, at cost: Land 47,000 35,000 Buildings and improvements 2,524,000 1,179,000 Machinery and equipment 12,614,000 6,087,000 ----------- ----------- 15,185,000 7,301,000 Less accumulated depreciation and amortization 11,921,000 6,471,000 ----------- ----------- 3,264,000 830,000 Other assets 789,000 523,000 ----------- ----------- TOTALS $16,932,000 $13,419,000 =========== =========== See Notes to Financial Statements 2 A. Balance Sheets (continued) LIABILITIES March 31, 1997 December 31, 1996 ----------- -------------- ----------------- (unaudited) (audited) CURRENT LIABILITIES: Accounts payable and other current liabilities $ 5,615,000 $ 4,018,000 Current portion - Long-Term debt 533,000 - -------------- ----------------- TOTAL CURRENT LIABILITIES 6,148,000 4,018,000 -------------- ----------------- LONG-TERM LIABILITIES: Deferred income taxes 260,000 260,000 Long term debt 1,573,000 - -------------- ----------------- 1,833,000 260,000 -------------- ----------------- STOCKHOLDERS' EQUITY - -------------------- Preferred stock, $.01 par value; Authorized 5,000,000 shares; Common stock, Class A $.01 par value, Authorized 25,000,000 shares; 2,787,318 shares issued 28,000 28,000 Common stock, Class B $.01 par value, Authorized 1,000,000 shares; 929,106 shares issued 9,000 9,000 Capital in excess of par value 3,993,000 3,993,000 Retained earnings 5,846,000 6,036,000 Less treasury stock at cost: 759,376 shares of Class A Common stock & 261,792 shares of Class B Common stock (925,000) (925,000) -------------- ----------------- TOTAL STOCKHOLDERS' EQUITY 8,951,000 9,141,000 -------------- ----------------- TOTALS $ 16,932,000 $ 13,419,000 ============== ================= See Notes to Financial Statements 3 B. STATEMENTS OF INCOME For the Three-Month Period Ended -------------------------------- March 31, 1997 March 31, 1996 -------------- -------------- Net sales $ 6,131,000 $ 4,735,000 Cost of sales 4,607,000 3,688,000 -------------- -------------- Gross profits 1,524,000 1,047,000 Selling, general and administrative expenses 1,859,000 1,996,000 -------------- -------------- Operating profit (loss) (335,000) (949,000) Interest expense 36,000 25,000 Other income 80,000 87,000 -------------- -------------- Income (loss) before provision for income taxes (291,000) (887,000) Provision (credit) for income taxes (101,000) (302,000) -------------- -------------- Net income (loss) $ (190,000) $ (585,000) ============== ============== Income (loss) per common share: $ (.07) $ (.22) ============== ============== See Notes to Financial Statements 4 C. STATEMENTS OF CASH FLOW
For the Three-Month Period Ended -------------------------------- March 31, 1997 March 31, 1996 -------------- -------------- Operating activities: Net income (loss) $ (190,000) $ (585,000) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 145,000 71,000 Amortization of intangibles 61,000 58,000 Deferred income taxes - - Provision for bad debts 2,000 136,000 Increase (decrease) in cash attributable to changes in assets and liabilities: Accounts receivable (94,000) 341,000 Inventories 1,041,00O 245,000 Other current assets (321,000) (338,000) Prepaid income taxes (101,000) - Other assets 76,000 (79,000) Accounts payable and other current liabilities (727,000) (803,000) Deferred income taxes - - -------------- -------------- Net cash provided by (used in) operating activities (108,000) (954,000) -------------- -------------- Cash flows from investing activities: Purchase of property and equipment (52,000) (142,000) Proceeds from maturities of short-term investments, net - - Purchase of short-term investments - (460,000) Proceeds from notes receivable - (26,000) Purchase of common stock less cash acquired 26,000 - Purchase of notes (350,000) - -------------- -------------- Net cash provided by (used in) investing activities (376,000) (628,000) -------------- -------------- Cash flows (used in) financing activities: Long term debt (9,000) _ -------------- -------------- Net cash (used in) financing activities (9,000) - -------------- -------------- Net increase (decrease) in cash and cash equivalents (493,000) (1,582,000) Cash and cash equivalents beginning of period 3,092,0000 4,728,000 -------------- -------------- Cash and cash equivalents, end of period $ 2,599,000 $ 3,146,000 ============== ==============
See Notes to Financial Statements 5 C. Statements of Cash Flow (continued) For the Three-Month Period Ended -------------------------------- March 31, 1997 March 31, 1996 -------------- -------------- Supplemental disclosure of cash flow information: Cash Paid during the year for: Interest $ 28,000 $ 25,000 Income taxes -- -- Supplemental schedule of non-cash investing and financing activities: NONE See Notes to Financial Statements 6 D. Notes to Financial Statements Note 1: The unaudited financial statements as of March 31, 1997 and 1996 - ------ reflect all adjustments which are necessary in the opinion of management for a fair presentation of the results for the periods stated. All adjustments so made are of a normal recurring nature. Certain financial information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been condensed or omitted. The reader is referred to the audited consolidated financial statements and notes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. Note 2: On February 3, 1997, Steven Toy Inc., a newly formed subsidiary, - ------ acquired all of the outstanding capital stock of Handi-Pac, Inc., d/b/a Steven Manufacturing Co. (Handi-Pac). Handi-Pac manufactures and sells several types of toys, including pre-school, ride-on, classic and other educational toys. The purchase price for all of the outstanding stock of Handi-Pac was $50,000 in cash and the issuance of five year options to purchase 50,000 shares of the Company's Class A common stock, at an exercise price of $5.00 per share. In addition, Hi- Flier Inc., a subsidiary of the Company, paid $350,000 to a trust established for the benefit of the seller to acquire all of its right, title and interest in certain secured promissory notes made by Handi-Pac with a principal balance of $350,000. The acquisition is being accounted for using the purchase method of accounting. The financial statements reflect the operations of Handi-Pac from the date of acquisition. Refer to Form 8-K filed February 18, 1997 and Form 8-K/A filed April 18, 1997 for a further explanation of the acquisition. Note 3: Long-Term Debt - ------- -------------- Long-Term Debt represents obligations of the Handi-Pac subsidiary as follows: March 31, 1997 --------------- Notes Payable - SBA Loans $ 1,073,000 Other Long-Term payables 162,000 Capital Lease payable 871,000 ------------- 2,106,000 Current Portion of Long-Term Debt (533,000) ------------- $ 1,573,000 ============= As of March 31, 1997, there was no other bank debt for the other subsidiaries. Under the terms of a revolving credit agreement, as amended and extended to December 31, 1996, a bank provided the Company with a line of credit and a letter of credit facility for loans and/or letters of credit aggregating up to $2,500,000 at a rate of 3/4% over prime. The former line of credit was collateralized by substantially all the Company's trade accounts receivable, inventories and property and equipment, and contained dividend and net worth restrictions. While the Company has not had any borrowings under the former credit agreement for several years, and does not anticipate any borrowings in the immediate future, it is currently negotiating a new agreement with the bank on more favorable terms. It is expected the new agreement will be in place shortly. See Notes to Financial Statements 7 Note 4: Computation of income per common share for the comparative three month - ------ periods ended March 31, 1997 and March 31, 1996, was based on 2,695,256 common shares and 2,708,056 common shares outstanding, being the average number of shares outstanding during the respective periods. Note 5: The following Pro Forma information gives effect to the assumption that - ------ the purchase acquisition of Handi-Pac was consummated at January 1, 1996 and compares three month Pro Forma 1997 results with the comparable 1996 results. The results are not necessarily indicative since the Registrant had no control of Handi-Pac operations prior to the purchase. EXX Inc. and Subsidiaries ------------------------- Pro Forma Information --------------------- For The Three-Month Period Ended -------------------------------- March 31, 1997 March 31, 1996 -------------- -------------- Net Sales $ 6,324,000 $ 6,525,000 Net (Loss) (296,000) (883,000) Net (Loss) Per Common Share (.11) (.33) 8 ITEM 2. Management's Discussion and Analysis of Financial Condition and - ------- --------------------------------------------------------------- Results of Operations --------------------- A. Results of Operations --------------------- Results for 1997 include the Handi-Pac operations acquired February 3, 1997. Sales for the first quarter of 1997 were $6,131,000 compared to $4,735,000 in 1996, a 29% increase. The Mechanical Equipment Group had total sales of $2,399,000, which was 9% less than the prior year's $2,609,000. The Toy Segment reflected a sales increase of 75% to $3,732,000 from $2,126,000 in 1996. First quarter 1997 Toy Segment sales reflect a small increase without the inclusion of Handi-Pac. The acquisition presents a challenge to turn that company around and benefit from the synergies within the Toy Group. The industry continues to have a negative sales climate. The lack of any significant new licenses within our segment of the toy business further hurts our sales. Management continues its ongoing attempt to increase sales and improve the bottom line. The first quarter sales of the Mechanical Equipment Group reflect an overall decrease. Both segments of the group reported a small decrease in sales and profits for the quarter. Management is hopeful that the introduction of several new and/or enhanced products by our TX subsidiary will improve sales and profits in the near to mid-term future. Operating losses were $335,000 compared to losses of $887,000 during the first quarter of 1996. The reduction in the loss was due primarily to cost reductions in the toy segment. Interest expense was $36,000, compared to $25,000 the same period last year. There was no bank debt in the first quarter other than at the Handi-Pac subsidiary. The net loss for the first quarter of 1996 was $190,000 or 7 cents per share, compared to a net loss of $585,000 or 22 cents per share in the comparable period of 1996. Please refer to Note 2 for a further explanation of the Handi-Pac acquisition which occurred February 3, 1997. 9 B. Liquidity and Capital Resources ------------------------------- At March 31, 1997 the Registrant had working capital of approximately $6,731,000 and a current ratio of 2.1 to 1. In addition, as described in Notes to Financial Statements, the Registrant's Handi-Pac subsidiary has $1,073,000 of long-term debt outstanding with the SBA. The Registrant is currently negotiating a new line of credit with a Bank to replace one that expired December 31, 1996. The Registrant considers its working capital, as described above, to be more than adequate to handle its current operating capital needs. PART II. OTHER INFORMATION Not applicable. 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. EXX INC By: /s/David A. Segal ----------------- David A. Segal Chairman of the Board and Chief Executive Officer Date: May 21, 1997 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 2,599,000 1,800,000 2,753,000 0 3,353,000 12,879,000 15,185,000 11,921,000 16,932,000 6,148,000 0 0 0 37,000 9,839,000 16,932,000 6,131,000 0 4,607,000 1,859,000 0 0 36,000 (291,000) (101,000) 0 0 0 0 (101,000) (.07) 0
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