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 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For Quarter Ended Commission File May 31, 1996 No. 0-5418 WALKER INTERNATIONAL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 13-2637172 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4 Ken-Anthony Plaza, South Lake Blvd., Mahopac, New York 10541 (Address of principal executive offices) (Zip Code) (914) 628-9404 Registrant's telephone number, including area code N/A (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 The number of shares of Common Stock outstanding, par value $.10 per share, as of July 11, 1996 was 298,081. PART I - FINANCIAL INFORMATION WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS May 31, November 30, 1996 1995 (Unaudited) (Audited) Current assets Cash and cash equivalents $ 295,814 $ 332,467 Investment securities 633,495 589,391 Accounts receivable - less allowance for doubtful accounts of $2,000 and $4,999, respectively 7,106 17,635 Inventories 50,443 49,956 Prepaid expenses 25,144 23,579 Prepaid income taxes 1,930 2,507 Total current assets 1,013,932 1,015,535 Property, plant and equipment - at cost 948,928 969,211 Less accumulated depreciation 753,240 765,446 195,688 203,765 Other assets Investment securities 99,000 99,000 Security deposit 1,700 1,700 Intangibles 130 643 Total other assets 100,830 101,343 Total $1,310,450 $1,320,643 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 143,731 $ 201,853 Customer deposits 7,242 18,259 Income taxes payable 4,072 257 Total current liabilities 155,045 220,369 Stockholders' equity Common stock, $.10 par value, authorized 1,000,000 shares, issued 489,310 shares 48,931 48,931 Additional paid-in capital 1,118,880 1,118,880 Retained earnings 511,394 456,263 1,679,205 1,624,074 Less treasury stock - at cost - 191,229 shares 523,800 523,800 Total stockholders' equity 1,155,405 1,100,274 Total $1,310,450 $1,320,643 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended May 31, May 31, 1996 1995 1996 1995 Sales $ 284,869 $ 261,487 $ 863,479 $ 868,332 Cost of sales 183,024 179,280 390,135 389,928 101,845 82,207 473,344 478,404 Selling, general and administrative expenses 115,791 128,116 448,627 464,034 (13,946) (45,909) 24,717 14,370 Other income (deductions) Realized holding gain 3,949 5,838 5,281 11,996 Unrealized holding loss (1,599) (4,822) (595) (2,152) Interest and dividends 10,863 10,528 21,836 21,440 Gain on sale of equipment - - 10,200 250 13,213 11,544 36,722 31,534 Income (loss) before provision for income taxes and cumulative effect of accounting change (733) (34,365) 61,439 45,904 Provision for income taxes (601) (1,355) 6,308 1,674 Income (loss) before cumulative effect of accounting change (132) (33,010) 55,131 44,230 Cumulative effect of accounting change - - - 10,281 Net income (loss)$ (132) $ (33,010) $ 55,131 $ 54,511 Income (loss) per common share: Income (loss) before cumulative effect of accounting change $ - $(.11) $ .19 $ .17 Cumulative effect of accounting change - - - .03 Net income (loss) per common share $ - $(.11) $ .19 $ .20 Weighted average number of common shares outstanding 298,081 310,442 298,081 313,686 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Six months ended May 31, 1996 1995 Cash flows from operating activities Net income $ 55,131 $ 54,511 Items not requiring the current use of cash Cumulative effect of accounting change - (10,281) Gain on sale of equipment (10,200) (250) Depreciation 17,482 11,378 Amortization of goodwill 513 514 Deferred compensation (7,331) (6,151) Provision for bad debts (4,571) - Changes in items affecting operations Investment in trading securities (40,937) (35,531) Accounts receivable 10,529 (16,734) Inventories (487) 11,017 Prepaid expenses (1,565) (3,427) Prepaid income taxes 577 (486) Accounts payable and accrued expenses (50,791) 25,562 Customer deposits (11,017) (9,184) Income taxes payable 3,815 (201) Net cash provided (used) by operating activities (38,852) 20,737 Cash flows from investing activities Purchase of held-to-maturity securities - (124,991) Maturity of held-to-maturity securities - 127,000 Amortization of bond premium 1,404 (411) Proceeds from sale of equipment 10,200 250 Purchase of non-marketable security - (99,000) Payment for purchase of equipment (9,405) (8,067) Net cash provided (used) by investing activities 2,199 (105,219) Cash flows from financing activities Acquisition of common stock for treasury - (29,380) Net cash used by financing activities - (29,380) Net decrease in cash and cash equivalents (36,653) (113,862) Cash and cash equivalents - beginning 332,467 387,211 Cash and cash equivalents - end $ 295,814 $ 273,349 WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED MAY 31, 1996 AND 1995 Supplemental Cash Flows Information Net cash provided by operating activities reflects cash payments for income taxes as follows: Six months ended May 31, 1996 1995 Income taxes paid $ 1,995 $ 2,361 During 1996 the Company received, in lieu of cash, investment securities with a value of $4,571 to satisfy an account receivable. WALKER INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 1996 (NOTE 1) - 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, 1996 and results of operations and cash flows for the quarters ended May 31, 1996 and 1995. The operating results for the periods are not necessarily indicative of the results to be expected for the entire year. (NOTE 2) - On December 1, 1994, the Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Under this statement, trading and available-for-sale debt and equity securities are reported in the statement of income. Held-to-maturity debt securities are reported at amortized cost. The difference between cost and carrying value for trading securities is reported in the statements of operations. The difference between carrying value and cost for available-for-sale securities is carried as a separate component of stockholders' equity. (NOTE 3) - Included in short-term investment securities at May 31, 1996, are the following: Description Estimated Held-to-Maturity Cost Fair Value Amount U S Government securities $ 511,403 $ 512,896 $ 511,403 Trading Equity securities 122,687 122,092 122,092 $ 634,090 $ 634,988 $ 633,495 The change in net unrealized holding loss on trading securities that has been included in earnings during the period amount to $595. (NOTE 4) - An analysis of inventories is as follows: May 31, November 30, 1996 1995 Raw materials $ 27,102 $ 19,459 Work-in-process 3,395 8,559 Finished goods 19,946 21,938 $ 50,443 $ 49,956 (NOTE 5) - The provision for income taxes consists solely of state and local taxes. The provision for income taxes has been reduced by approximately $8,800 during the six months ended May 31, 1996 and $8,000 during the six months ended May 31, 1995 which represents the benefit of the federal net operating loss carryforward for which a valuation reserve had been previously provided. WALKER INTERNATIONAL INDUSTRIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition and Liquidity The Company's liquidity (current assets minus current liabilities) increased by $63,721 to $858,887 at May 31, 1996, as compared to $795,166 at November 30, 1995. Cash used by operating activities amounted to $38,852. This resulted primarily from an increase in investment in trading securities of $40,937 and a decrease in accounts payable and accrued expenses of $50,791 offset in part by net income of $55,131. 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, 1996 (the "Current Period") decreased to $863,479 as compared to sales of $868,332 in the six months ended May 31, 1995. A sales volume decrease in the Department Store subsidiary was offset in part by volume increases at Kelly Color. Sales for the three months ended May 31, 1996 (the "Current Quarter") increased to $284,869 as compared to $261,487 in the quarter ended May 31, 1995, due to an increase in Kelly Color sales volume. In the Current Period, cost of sales as a percentage of sales ("COS") were 45.2%, slightly higher than the COS of 44.9% in the 1995 comparable period. In the Current Quarter, COS was 64.2% as compared to 68.6% in the 1995 comparable period. This decrease was primarily due to better absorption of labor costs as a result of increased sales. Costs were higher in the Current Quarter as compared to the Current Period due to the absence of more profitable seasonal sales in the Department Store subsidiary that occur only in the fiscal quarter ended February 28th. This trend occurred in the prior fiscal year as well. In the Current Period, selling, general and administrative expenses as a percentage of sales were 52.0% as compared to 53.4% in the 1995 comparable periods. This decrease was primarily due to better cost absorption resulting from higher sales, and to specific overhead reduction measures instituted by the Company as of the beginning of the 1995 fiscal year, some of which did not take effect until mid-1995. In the Current Quarter, selling, general and administrative expenses as a percentage of sales were 40.7% as compared to 49.0% in the 1995 comparable quarter. This was due in part to better cost absorption and overhead reduction measures as previously mentioned. There was a realized gain on marketable securities of $5,281 in the Current Period and $3,949 in the Current Quarter. In the Current Period, the Company had net income before income taxes and cumulative effect of accounting change of $61,439 as compared to $45,904 in the prior year's comparable period, primarily due to increased profitability resulting from higher sales and overhead reductions. In the Current Quarter, the Company incurred a net loss of $733 as compared to a loss of $34,365 in the 1995 comparable quarter, primarily for reasons already mentioned. Provision for income taxes in the Current Period consists of state and local taxes on Department Store earnings. The provision for income taxes has been reduced by approximately $8,800 in the Current Period and $8,000 in last year's comparable period which represents the benefit of the federal net operating loss carryforward for which a valuation reserve had been previously provided. In the Current Period, earnings per share were $.19 before income taxes and cumulative effect of accounting change, as compared to $.17 in the 1995 comparable Period. There was a loss per share of $.00 in the Current Quarter, as compared to a loss of $.11 in last year's comparable quarter. On December 1, 1994, the Company adopted FASB Statement No. 115 "Accounting for Certain Investments in Debt and Equity Securities." Gross unrealized losses on held-to-maturity securities of $10,281 are reflected as the cumulative effect of accounting change in the 1995 Period. PART II - Other Information Item 6. Exhibits and Reports on Form 8-K. None. 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 of the undersigned thereunto duly authorized. Dated: July 11, 1996 WALKER INTERNATIONAL INDUSTRIES, INC. By:/s/ Peter Walker Peter Walker President By:/s/ Richard Norris Richard Norris Vice President (Principal Financial and Accounting Officer)