UNITED STATES 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 August 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) (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 outstanding shares of Common Stock, par value $.10 per share, as of October 12, 2001 was 231,271. 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 August 31, November 30, 2001 2000 (Unaudited) (Audited) Current assets Cash and cash equivalents $ 433,285 $ 542,118 Accounts receivable - less allowance for doubtful accounts of $1,000 13,525 25,935 Inventories 49,552 51,850 Prepaid expenses 23,329 18,903 Prepaid income taxes 5,785 3,386 U.S. Government securities 444,777 29,915 Total current assets 970,253 672,107 Property, plant and equipment - at cost 1,089,679 1,052,840 Less accumulated depreciation 900,816 871,734 188,863 181,106 Other assets U.S. Government securities - 414,416 Security deposit 725 1,700 Total other assets 725 416,116 Total $1,159,841 $1,269,329 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 75,044 $ 88,285 Customer deposits 5,247 15,529 Total current liabilities 80,291 103,814 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 613,257 674,628 1,743,881 1,805,252 Less treasury stock - at cost - 246,539 shares and 236,739 shares, respectively 664,331 639,737 Total stockholders' equity 1,079,550 1,165,515 Total $1,159,841 $1,269,329 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) Three months ended Nine months ended August 31, August 31, 2001 2000 2001 2000 Net sales $ 255,044 $ 266,426 $ 752,834 $ 745,176 Costs and expenses Cost of sales 172,934 176,115 509,786 523,083 Selling, general and administrative 129,192 115,600 357,685 352,606 302,126 291,715 867,471 875,689 Operating loss (47,082) (25,289) (114,637) (130,513) Investment income 2,034 19,216 53,666 70,009 Loss before provision for income taxes (45,048) (6,073) (60,971) (60,504) Provision for income taxes (539) - 400 - Net loss (44,509) (6,073) (61,371) (60,504) Other comprehensive income, net of income tax on unrealized holding gains - - - (9,000) Comprehensive loss $ (44,509) $ (6,073)$ (61,371) $ (69,504) Loss per common share $ (.20) $ (.03) $ (.26) $ (.29) Weighted average number of common shares outstanding 231,401 241,071 235,711 243,454 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Nine months ended August 31, 2001 2000 Cash flows from operating activities Net loss $ (61,371) $ (60,504) Items not requiring the current use of cash Depreciation 29,082 30,565 Amortization of bond premium and discount (446) (1,273) Changes in items affecting operations Investment in trading securities - (2,688) Accounts receivable 12,410 23,587 Inventories 2,298 24,799 Prepaid expenses (4,426) (1,648) Prepaid income taxes (2,399) (4,332) Security deposit 975 - Accounts payable and accrued expenses (13,241) (37,195) Customer deposits (10,282) (20,734) Income taxes payable - (368) Net cash used by operating activities (47,400) (49,791) 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 (36,839) (41,502) Net cash provided (used) by investing (36,839) 8,875 activities Cash flows from financing activities Acquisition of common stock for treasury (24,594) (28,458) Net cash used by financing activities (24,594) (28,458) Net decrease in cash and cash equivalents (108,833) (69,374) Cash and cash equivalents - beginning 542,118 512,490 Cash and cash equivalents - end $ 433,285 $ 443,116 Supplemental Cash Flows Information Cash payments for income taxes $ 2,799 $ 4,700 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 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 August 31, 2001, and results of operations and cash flows for the quarters ended August 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 $ 29,984 $ 129 $ 30,113 U.S. Government securities - maturing January 31, 2002 414,791 5,006 419,797 $ 444,775 $ 5,135 $ 449,910 The change in net unrealized holding loss on trading securities that has been included in earnings during the period amount to $1,760 in 2000. (NOTE C) - An analysis of inventories is as follows: August 31, November 30, 2001 2000 (Unaudited) (Audited) Raw materials $ 27,261 $ 24,594 Work-in-process 2,460 7,279 Finished goods 19,831 19,977 $ 49,552 $ 51,850 (NOTE D) - The provision for income taxes consists solely of state and local taxes. 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 $321,669 to $889,962 at August 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 August 31, 2001. The net amount of the U.S. Government securities reclassified was $414,416. The increase in working capital was offset in part by the use of cash for operating activities, the purchase of stock for the Company treasury, and the purchase of equipment, all as described below. Net cash used by operating activities amounted to $47,400. This resulted primarily from a net loss, a decrease in accounts payable and accrued expenses, and a decrease in customer deposits, offset in part by depreciation, a non-cash expense, and a decrease in accounts receivable. The Company also purchased 9,800 shares of its common stock for its treasury at a cost of $24,594, and purchased equipment in the amount of $36,839. At the end of May, the Company moved its administrative offices to a smaller, more efficient 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 needs. Results of Operations Net sales for the three months ended August 31, 2001 (the "Current Quarter") decreased by $11,382, or 4.3%, as compared to the quarter ended August 31, 2000 (the "2000 Quarter"). Net sales for the nine months ended August 31, 2001 (the "Current Period") increased by $7,658, or 1.0%, as compared to sales in the nine months ended August 31, 2000 (the "2000 Period"). Though sales volume for the Company's operating subsidiary, Kelly Color Laboratories, Inc., decreased during the Current Quarter due to recessional factors, its sales volume for the Current Period remains slightly higher. No assurance can be given that similar Current Period increases can be obtained for the remainder of the fiscal year. In the Current Quarter and Current Period, cost of sales as a percentage of sales ("COS") were 67.8% and 67.7%, respectively, as compared to COS of 66.1% and 70.2% in the 2000 Period and 2000 Quarter, respectively. The slight increase in the Current Quarter is primarily attributable to a lesser rate of absorption of fixed components of overhead resulting from lower sales. The decrease in COS in the Current Period is due in part to lower materials costs, and to better absorption of fixed overhead components. In the Current Quarter, selling, general and administrative expenses as a percentage of sales ("SG&A") were 50.7% as compared to 43.4% in the 2000 Quarter, due primarily to lower absorption of fixed costs resulting from minimal increases in sales in the Current Quarter. In the Current Period, SG&A were 47.5% as compared to 47.3% in the 2000 Period. The Company earned investment income of $2,034 in the Current Quarter and $53,666 in the Current Period, as compared to $19,216 and $70,009 in the 2000 Quarter and Period, respectively. In the Current Quarter and Current Period, the Company had net losses before provision for income taxes of $45,048 and $60,971, respectively, as compared to net losses of $6,073 and $60,504 in the 2000 Quarter and Period, respectively, and losses per share were $.20 and $.26, respectively, as compared to $.03 and $.29 in the 2000 Quarter and Period, all primarily due to factors previously mentioned. 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: October 15, 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)