1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-21717
CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
Incorporated-Delaware I.R.S. Identification No. 56-0526145
4205 East Dixon Boulevard, Shelby, North Carolina 28150
Registrant's Telephone Number (704) 482-9591
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of latest practicable date: 1,783,200 common shares
outstanding, each with par value $0.01, as of October 27, 1997.
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PART I - FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
Unaudited
1997 1996
------------ ------------
ASSETS
Current assets:
Cash $ 1,496,103 $ 130,971
Accounts Receivable 1,560,054 4,644,027
Inventory 5,261,655 6,968,365
Prepaid expenses 807,688 818,108
Deferred Tax Asset 169,350 --
------------ ------------
Total current assets $ 9,294,850 $ 12,561,471
Buildings and equipment:
Buildings 3,194,058 3,194,058
Equipment 1,966,220 1,866,122
------------ ------------
5,160,278 5,060,180
Less accumulated depreciation (1,580,056) (1,339,848)
------------ ------------
3,580,222 3,720,332
Land 211,468 211,468
------------ ------------
Total property and equipment, net 3,791,690 3,931,800
Other assets:
Cost in excess of net assets acquired, net of
accumulated
amortization of $250,526 and
$233,444 respectively 1,107,400 1,133,023
Other 640,256 622,256
------------ ------------
1,747,656 1,755,279
============ ============
TOTAL ASSETS $ 14,834,196 $ 18,248,550
============ ============
The accompanying notes are an integral
part of the financial statements.
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CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
Unaudited
1997 1996
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 322,399 $ 1,572,020
Short-term debt obligations -- 3,669,746
Short-term subordinated debenture 100,000 --
Accrued liabilities 208,282 342,156
Advanced deposits-current 2,222,998 1,952,317
------------ ------------
Total current liabilities 2,853,679 7,536,239
------------ ------------
Due Pages -- 4,124,975
Advanced deposits-noncurrent 2,115,294 2,935,626
Subordinated debenture 4,900,000 --
Deferred tax liability -- 323,650
------------ ------------
Total Liabilities 9,868,973 14,920,490
Commitments and contingencies -- --
Stockholders' equity:
Preferred shares: $.01 par value; authorized
300,000 shares; none issued and outstanding
Common shares $.01 authorized 5,000,000; issued
1,783,200 and 334.91 shares respectively 17,832 3
Capital in excess of par value 6,576,055 4,157,982
Accumulated deficit (1,628,664) (829,925)
------------ ------------
Total stockholders' equity 4,965,223 3,328,060
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 14,834,196 $ 18,248,550
============ ============
The accompanying notes are an integral
part of the financial statements.
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CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
STATEMENT OF OPERATIONS
For the three months and the nine months ended September 30, 1997 and 1996
Unaudited
Three Months Nine Months
1997 1996 1997 1996
---------- ---------- ----------- -----------
Revenues $3,469,869 $3,823,218 $11,913,018 $13,876,040
Cost and Expenses:
Cost of goods sold 2,027,581 2,433,905 6,807,794 8,396,341
Selling, general and administrative 1,917,565 1,935,190 5,779,248 5,747,000
Interest 94,022 24,968 351,885 57,929
Depreciation and amortization 91,683 85,021 265,830 252,114
Management fee paid to Pages -- 125,000 -- 375,000
---------- ---------- ----------- -----------
4,130,851 4,604,084 13,204,757 14,828,384
Loss from continuing operations before
income taxes and cumulative effect
of change in accounting principle (660,982) (780,866) (1,291,739) (952,344)
Benefit for income taxes 252,000 290,000 493,000 347,300
---------- ---------- ----------- -----------
Loss before cumulative effect of change in
accounting principle $ (408,982) $ (490,866) $ (798,739) $ (605,044)
Cumulative effect of change in accounting principle
net of income tax of $397,850 -- -- -- 596,814
---------- ---------- ----------- -----------
NET LOSS $ (408,982) $ (490,866) $ (798,739) $ (8,230)
---------- ---------- ----------- -----------
LOSS PER COMMON SHARE:
Loss before cumulative effect of change in
accounting principle $ (0.37) $ (0.49) $ (0.77) $ (0.60)
Cumulative effect of change in accounting principle -- -- -- .59
---------- ---------- ----------- -----------
Net loss $ (0.37) $ (0.49) $ (0.77) $ (0.01)
========== ========== =========== ===========
Weighted average common shares outstanding 1,112,232 1,040,207
========== ===========
Proforma common shares outstanding 1,003,200 1,003,200
========== ===========
The accompanying notes are an integral
part of the financial statements.
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CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
STATEMENTS OF CASH FLOWS
For the nine months end September 30, 1997 and 1996
Unaudited
1997 1996
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (798,739) $ (8,230)
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation and amortization 265,830 252,114
Deferred provision (493,000) (347,300)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable 3,083,973 3,932,877
Inventory 1,706,710 237,760
Prepaid expenses and other assets (7,580) (128,008)
Increase (decrease) in liabilities
Accounts payable and accrued liabilities (1,383,495) (741,255)
Advance deposits (549,651) (579,387)
------------ ----------
Total adjustments 2,622,787 2,626,801
------------ ----------
Net cash provided by operating activities 1,824,048 2,618,571
Cash flows from investing activities
Payments for purchases of property and equipment (100,098) (388,335)
------------ ----------
Cash used in investing activities (100,098) (388,335)
Cash flows from financing activities:
Proceeds from debt obligation 14,905,007 17,433,276
Principal payments on debt (18,574,753) (19,813,258)
Issuance of Units $ 3,310,928 $ --
------------ ------------
Cash used in financing activities (358,818) (2,379,982)
Increase (decrease) in cash 1,365,132 (149,746)
Cash, beginning of period 130,971 226,678
Cash, end of period $ 1,496,103 $ 76,932
============ ============
Other Cash Flow Information:
Cash payments during the year for:
Interest $ 351,885 $ 93,920
Income taxes, net of refunds -- --
Non-cash Financing Activities:
Subordinated debenture with Pages assumed at at spin off $ 5,000,000 $ --
Due to Pages replaced with subordinated debenture $ 4,124,975 $ --
Decrease in capital in excess of par value and $ 870,025 $ --
common stock from spin off
The accompanying notes are an integral
part of the financial statements.
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CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
NOTES TO FINANCIAL STATEMENTS
Unaudited
The accompanying financial statements have not been audited, but reflect
all adjustments which, in the opinion of management, are necessary for a fair
presentation of financial position, results of operations and cash flows for the
periods presented. All adjustments are of a normal and recurring nature. These
consolidated financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the fiscal year
ended December 31, 1996.
Effective at the close of business on December 31, 1996, a tax free spin
off of the Company's common stock from it former parent, Pages, was completed
(the "Distribution"). In the Distribution, for every ten shares of Pages' common
stock outstanding on the record date, one and one-half shares of the Company's
common stock was distributed to Pages shareholders.
NEW BANK AGREEMENT
On June 30, 1997, the Company renewed its credit facility in the form of a
$4.5 million revolving line of credit. The credit facility has an expiration
date of June 30, 1998 and bears interest at the lender's prime rate of interest
plus one percent floating daily. All business assets of the Company are pledged
as collateral for the credit facility.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Quarter and Nine Months Ended September 30, 1997 Compared to Quarter and Nine
Months Ended September 30, 1996:
Revenues for the three months ended September 30, 1997 approximated $3.47
million, compared to $3.82 million in revenues for the three months ended
September 30, 1996, a decrease of 9.16% or approximately $350,000. The decline
in revenue was due to a decrease in volume on certain existing customers coupled
with delayed redemptions on new accounts as well as the continuing efforts of
the company to reposition its business in more profitable and stable segments.
Revenues for the nine months ended September 30, 1997 approximated $11.91
million, compared to $13.88 million in revenues for the nine months ended
September 30, 1996, a decrease of 14.19% or approximately $1.97 million. The
decline in revenue was due to a decrease in volume on certain existing customers
coupled with delayed redemptions on new accounts as well as the continuing
efforts of the company to reposition its business in more profitable and stable
segments.
Cost of goods sold for the three months ended September 30, 1997
approximated $2.03 million, compared to approximately $2.43 million of cost of
goods sold for the three months ended September 30, 1996, a decrease of 16.46%
or approximately $400,000. The decrease in cost of goods sold was attributable
to the decrease in revenues. As a percentage of revenues, cost of goods sold
decreased to 58.43% for the three months ended September 1997, from 63.66% for
the three months ended September 30, 1996. The 5.23% decrease in the cost of
goods sold, as a percentage of revenues was principally attributable to a change
in product mix, improved inventory purchasing strategy, and the change in
accounting principle adopted in 1996.
Cost of goods sold for the nine months ended September 30, 1997
approximated $6.81 million, compared to approximately $8.40 million of cost of
goods for the nine months ended September 30, 1996, a decrease of 18.93% or
approximately $1.59 million. The decrease in cost of goods sold was attributable
to the decrease in revenues. As a percentage of revenues, cost of goods sold
decreased to 57.15% for the nine months ended September 30, 1997, from 60.51%
for the nine months ended September 30, 1996. The 3.36% decrease in the cost of
goods sold, as a percentage
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of revenues was principally attributable to a change in product mix, improved
inventory purchasing strategy, and the change in account principle adopted in
1996.
Selling, general, and administrative expense for the three months ended
September 30, 1997 approximated $1.92 million, compared to $1.94 million for the
three months ended September 30,1996, a decrease of approximately $20,000. The
decrease in selling, general, and administrative expense was primarily due to a
decrease in selling expenses and commissions due to the decrease in sales volume
as well as efficiencies in operating expenses.
Selling, general, and administrative expense for the nine months ended
September 30, 1997 approximated $5.78 million, compared to $5.75 million for the
nine months ended September 30, 1996, an increase of .52% or approximately
$30,000. The increase in selling, general, and administrative expense was
primarily due to a restructuring of the company's sales force.
Interest expense was approximately $94,000 for the three months ended
September 30, 1997, compared to $25,000 for the three months ended September 30,
1996, an increase of approximately $69,000. For the nine months ended September
30, 1997 interest expense approximated $352,000, compared to approximately
$58,000 for the nine months ended September 30, 1996 an increase of
approximately $294,000. The increase was primarily due to the new subordinated
debenture, which was entered into effective January 1, 1997. The average
outstanding debt for the first nine months in 1997 approximated $1.4 million
compared to $1.5 million for the first nine months in 1996. Additionally, the
average interest rate for the first nine months in 1997 approximated 9.42%
compared to approximately 8.55% for the same period in 1996.
Depreciation and amortization expense was approximately $92,000 for the
three months ended September 30, 1997, compared to $85,000 for the three months
ended September 30, 1996, an increase of 8.24% or approximately $7,000.
Depreciation and amortization expense was approximately $266,000 and $252,000
for the nine months ended September 30, 1997 and 1996 respectively, an increase
of 5.56%, or approximately $14,000. The increase in depreciation and
amortization expense was principally attributable to the depreciation of newly
acquired assets in 1996.
Income tax benefit was $493,000 for the nine months ended September 30,
1997, compared to $347,300 for the nine months ended September 30, 1996. The
provisions for income tax benefit were calculated through the use of estimated
income tax rates based upon the loss before taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity have been cash generated from
operating activities and amounts available under its existing credit facility
and the proceeds from the September 1997 offering. The Company's primary uses of
funds consist of financing inventory and receivables, and the expansion of the
sales force.
The Company has adopted a growth strategy, which will be accomplished
through increased efforts of the Company's existing, highly trained sales force,
in order to expand current market share and enter into new markets.
The Company anticipates that operating cash flows during the next twelve
months, coupled with its ability to borrow under the credit facility, will cover
operating expenditures and meet the short-term debt obligations. The Company's
credit facility is due and payable in full on June 30, 1998. Although the lender
has not issued a commitment to do so, the Company's relationship with its lender
is favorable and the Company anticipates that the credit facility will be
renewed when due.
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The Company does not anticipate any material expenditures for property and
equipment during the next twelve months.
The Company is aware of no trends or demands, commitments or uncertainties
that will result in, or that management believes are reasonably likely to result
in, the Company's liquidity increasing or decreasing in any material way. The
Company is aware of no legal or other contingencies, the effects of which are
believed by management to be reasonably to have a material adverse effect on the
Company's financial statements.
SEASONALITY
The Company's business is highly seasonal, with approximately 40 percent of
its revenues and most of its profits recorded in the months of November,
December, and January. As a result, the Company's working capital requirements
are highest during November and December when the combination of receivables and
inventory are at peak levels. The Company typically experiences losses in its
second and third quarters.
As the results from the Company's growth strategy develop, the effects of
seasonality should be highly diminished. The business categories on which the
Company has chosen to focus offer steadier revenue flows, as well as more
consistent requirements for working capital.
INFLATION
Although the Company cannot determine the precise effects of inflation,
inflation has an influence on the cost of the company's products and services,
supplies and salaries, and benefits. The Company attempts to minimize or offset
the effects of inflation through increased sales volumes and sales prices,
improved productivity, alternative sourcing of products and supplies, and
reduction of other costs. The Company generally has been able to offset the
impact of price increases in the selling prices of the Company's products and
services.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Form 10-Q under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding matters that are not historical facts and "forward looking statements"
(as such term is defined in the Private Securities Litigation Reform Act of
1996) and because such statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Those statements include remarks regarding the
intent, belief, or current expectations of the Company, its directors, or its
officers with respect to, among other things: (i) future operating cash flows;
(ii) the Company's financing plans, and (iii) the Company's growth strategy,
including the expansion of current market share and the entrance into new
markets. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors. The
accompanying information contained in this form 10-Q, including without
limitation and information set forth under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations", identified
important factors that could cause such differences.
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PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company is not involved in any material pending legal
proceedings,other than ordinary, routine litigation incidental to
its business.
ITEM 2: CHANGES IN SECURITIES
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5: OTHER INFORMATION
Effective August 1, 1997 CA Short Company changed its name to CASCO
INTERNATIONAL, INC. The Company will still conduct business under
the CA Short Company name.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
1 Underwriting Agreement 1
3(ii) Amendment to Bylaw *
4.2 Warrant Agreement 1
4.3 Underwriter's Option 1
10.9 Warrant Exercise Fee Agreement 1
10.10** Indemnification *
27 Financial Data *
*Filed herewith
1 Incorporated by reference to the Company's Registration Statement on
Form SB-2, Number 333-32897, filed in Washington, D.C.
** Pursuant to Instruction 2 to Item 601 of Regulation 5K, only one of 5
Indemnification Agreements are filed. The Company also entered into
Indemnification Agreements with David Richards, Michael Beauchamp,
Robert V. Boylan, Charles R. Davis and S. Robert Davis.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CASCO INTERNATIONAL, INC.
(formerly CA SHORT COMPANY)
Registrant
Date: November 12, 1997 By: /s/ Jeff Ross
---------------------------------- --------------------------------