U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 0-5418 WALKER INTERNATIONAL INDUSTRIES, INC. (Exact name of Small Business Issuer as specified in its charter) Delaware 13-2637172 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 880 South Lake Blvd., Mahopac, New York 10541 (Address of principal executive offices) (Zip Code) (845) 628-9404 Issuer's telephone number, including area code N/A (Former name, former address and former fiscal year if changed since last report) The number of shares of Common Stock outstanding, par value $.10 per share, as of July 12, 2001 was 233,271. Transitional Small Business Disclosure Format (check one): Yes No X PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS May 31, November 30, 2001 2000 (Unaudited) (Audited) Current assets Cash and cash equivalents $ 404,797 $ 542,118 Trading securities - at market 83,900 - U.S. Government securities 444,627 29,915 Accounts receivable - less allowance for doubtful accounts of $1,000 26,882 25,935 Inventories 49,619 51,850 Prepaid expenses 30,185 18,903 Prepaid income taxes 5,246 3,386 Total current assets 1,045,256 672,107 Property, plant and equipment - at cost 1,057,539 1,052,840 Less accumulated depreciation 889,515 871,734 168,024 181,106 Other assets U.S. Government securities - 414,416 Security deposit 725 1,700 Total other assets 725 416,116 Total $1,214,005 $1,269,329 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 76,521 $ 88,285 Customer deposits 7,925 15,529 Total current liabilities 84,446 103,814 Stockholders' equity Common stock, $.10 par value, authorized 1,000,000 shares, issued 477,810 shares 47,781 47,781 Additional paid-in capital 1,082,843 1,082,843 Retained earnings 657,766 674,628 1,788,390 1,805,252 Less treasury stock - at cost - 244,539 and 236,739 shares, respectively 658,831 639,737 Total stockholders' equity 1,129,559 1,165,515 Total $1,214,005 $1,269,329 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) Three months ended Six months ended May 31, May 31, 2001 2000 2001 2000 Net sales $ 286,187 $ 247,773 $ 497,790$ 478,750 Cost and expenses Cost of sales 172,101 166,822 336,852 346,968 Selling, general and administrative 115,564 126,282 228,493 237,006 287,665 293,104 565,345 583,974 Operating loss (1,478) (45,331) (67,555) (105,224) Investment income 26,195 27,486 51,632 50,793 Income (loss) before provision for income taxes 24,717 (17,845) (15,923) (54,431) Provision for income taxes 939 - 939 - Net income (loss) 23,778 (17,845) (16,862) (54,431) Other comprehensive income, net of income tax on unrealized holding gains - (9,000) - (9,000) Comprehensive income (loss) $ 23,778 $ (26,845) $ (16,862)$ (63,431) Earnings (loss) per common share $ .10 $ (.07) $ (.07)$ (.22) Weighted average number of common shares outstanding 235,919 241,570 237,890 244,651 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Six months ended May 31, 2001 2000 Cash flows from operating activities Net loss $ (16,862) $ (54,431) Items not requiring the current use of cash Depreciation 17,781 20,226 Amortization of bond premium and discount (296) (723) Changes in items affecting operations Investment in trading securities (83,900) (17,134) Accounts receivable (947) 16,256 Inventories 2,231 30,546 Prepaid expenses (11,282) (2,394) Prepaid income taxes (1,860) (4,332) Security deposit 975 - Accounts payable and accrued expenses (11,764) (33,252) Customer deposits (7,604) (17,489) Income taxes payable - (368) Net cash used by operating activities (113,528) (63,095) Cash flows from investing activities Proceeds from held to maturity securities - 494,200 Purchase of held to maturity securities - (443,823) Payments for purchase of equipment (4,699) (35,502) Net cash provided (used) by investing activities (4,699) 14,875 Cash flows from financing activities Acquisition of common stock for treasury (19,094) (28,458) Net cash used by financing activities (19,094) (28,458) Net decrease in cash and cash equivalents (137,321) (76,678) Cash and cash equivalents - beginning 542,118 512,490 Cash and cash equivalents - end $ 404,797 $ 435,812 Supplemental Cash Flows Information Cash payments for income taxes $ 2,799 $ 4,700 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 2001 (NOTE A) - The accompanying consolidated financial statements are prepared on the basis of generally accepted accounting principles. In the opinion of the management of Walker International Industries, Inc. and Subsidiaries, all adjustments are of a normal recurring nature and have been reflected for a fair presentation of the unaudited balance sheet as of May 31, 2001, and results of operations and cash flows for the quarters ended May 31, 2001 and 2000. The operating results for the periods are not necessarily indicative of the results to be expected for the entire year. (NOTE B) - INVESTMENT SECURITIES Included in held-to-maturity securities are the following: Gross Unrealized Estimated Description Cost Gains Fair Value Held-to-Maturity U.S. Government securities - maturing October 31, 2001 $ 29,961 $ 311 $ 30,272 U.S. Government securities - maturing January 31, 2002 414,666 6,949 421,615 $ 444,627 $ 7,260 $ 451,887 Included in trading securities are the following: Estimated Carrying Description Cost Fair Value Amount Equity securities $ 78,176 $ 83,900 $ 83,900 The change in net unrealized holding gain on trading securities that has been included in earnings during the period amount to $5,724 (2001) and $1,784 (2000). WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 2001 (NOTE C) - An analysis of inventories is as follows: May 31, November 30, 2001 2000 (Unaudited) (Audited) Raw materials $ 25,342 $ 24,594 Work-in-process 3,465 7,279 Finished goods 20,812 19,977 $ 49,619 $ 51,850 (NOTE D) - The provision for income taxes consists solely of state and local taxes. The provision for income taxes has been reduced by approximately $3,567 during the six months ended May 31, 2001, which represents the benefit of the federal net operating loss carryforward for which a valuation reserve had been previously provided. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition and Liquidity The Company's working capital (current assets minus current liabilities) increased by $392,517 to $960,810 at May 31, 2001, as compared to $568,293 at November 30, 2000. This increase is primarily the result of a reclassification of U.S. government securities from Other Assets to Current Assets, due to their maturation in less than one year from May 31, 2001. The net amount of the securities reclassified was $414,416. This was primarily offset by the use of cash for operating activities and the purchase of stock for the Company treasury as described below. Net cash used by operating activities amounted to $113,528. This resulted primarily from an increase in investment in trading securities, a net loss, a decrease in accounts payable and accrued expenses, and an increase in prepaid expenses, offset in part by depreciation, a non-cash expense. The Company purchased 7,800 shares of its common stock for its treasury for the amount of $19,094. At the end of May, the Company moved its administrative offices to a smaller space. Since the move was local, moving cost was minimal. The Company anticipates that the move will result in reduced occupancy expense of approximately $6,000 in the current fiscal year. The Company deems its present facilities and equipment to be adequate for its immediate needs and it has no material commitments for capital expenditures. The Company believes its present liquidity is adequate for its current and long-term needs. Results of Operations Total sales for the six months ended May 31, 2001 (the "Current Period") increased by $19,040, or 4.0%, as compared to sales in the six months ended May 31, 2000 (the "2000 Period"). Sales for the three months ended May 31, 2001 (the "Current Quarter") increased by $38,414, or 15.5%, as compared to the quarter ended May 31, 2000 (the "2000 Quarter"). Both increases were due to an increase in Kelly Color sales volume. No assurance can be given that similar increases can be obtained for the remainder of the fiscal year. In the Current Period and Current Quarter, cost of sales as a percentage of sales ("COS") were 67.7% and 60.1%, respectively, as compared to COS of 72.5% and 67.3% in the 2000 Period and Quarter, respectively. These decreases were due in part to lower materials costs. Also, fixed components of overhead were better absorbed as a result of increased sales volume. In the Current Period and Current Quarter, selling, general and administrative expenses were 45.9% and 40.4%, respectively, as a percentage of sales, as compared to 49.5% and 51.0%, respectively, in the 2000 Period and Quarter, due primarily to better absorption of fixed costs resulting from increased sales in the Current Period and Current Quarter. The Company earned investment income of $51,632 in the Current Period and $26,195 in the Current Quarter, as compared to $50,793 and $27,486 in the 2000 Period and Quarter, respectively. In the Current Period, the Company had a net loss before provision for income taxes of $15,923 as compared to a net loss of $54,431 in the 2000 Period, primarily due to factors previously mentioned. In the Current Quarter, the Company had net income before provision for income taxes of $24,717 as compared to a net loss of $17,845 in the 2000 Quarter. Increased sales and reduced overhead rates at Kelly Color were primarily responsible for this increase in income. Provision for income taxes in Fiscal 2001 consists solely of state and local taxes. In the Current Period, loss per share was $.07 as compared to $.22 in the 2000 Period. In the Current Quarter, there were earnings per share of $.10 as compared to a loss per share of $.07 in the 2000 Quarter. PART II - Other Information Item 6. Exhibits and Reports on Form 8-K. A. EXHIBITS None. B. REPORTS ON FORM 8-K None. SIGNATURES In accordance with the requirements of the Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 13, 2001 WALKER INTERNATIONAL INDUSTRIES, INC. By:/s/ Peter Walker Peter Walker President By:/s/ Richard Norris Richard Norris Vice President (Principal Financial and Accounting Officer)