1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1998
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, Inc.
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 May 1, 1998.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASCO INTERNATIONAL, INC.
BALANCE SHEETS
March 31, 1998 and December 31, 1997
Unaudited
ASSETS 1998 1997
----------- -----------
Current assets:
Cash $ 721,271 $ 73,516
Accounts receivable 2,490,564 5,043,423
Inventory 5,101,763 4,545,752
Prepaid expenses 1,115,646 973,329
----------- -----------
Total current assets 9,429,244 10,636,020
Buildings and equipment:
Buildings 2,601,040 3,194,058
Equipment 2,378,626 2,025,552
----------- -----------
4,979,666 5,219,610
Less accumulated depreciation (1,629,691) (1,664,540)
----------- -----------
3,349,975 3,555,070
Land 111,468 211,468
----------- -----------
Total property and equipment, net 3,461,443 3,766,538
Other assets:
Cost in excess of net assets acquired, net of accumulated
amortization of $276,149 and $267,608 respectively 1,090,318 1,098,859
Other 652,256 646,256
----------- -----------
1,742,574 1,745,115
=========== ===========
TOTAL ASSETS $14,633,261 $16,147,673
=========== ===========
The accompanying notes are an integral part of the financial statements.
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CASCO INTERNATIONAL, INC.
BALANCE SHEETS
March 31, 1998 and December 31, 1997
Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
----------- -----------
Liabilities:
Accounts payable $ 801,839 $ 1,062,112
Short-term subordinated debenture -- 100,000
Accrued liabilities 244,460 320,157
Advanced deposits-current 1,951,471 1,951,471
----------- -----------
Total current liabilities 2,997,770 3,433,740
----------- -----------
Long-term debt 2,362,500 --
Advanced deposits-noncurrent 2,478,393 2,558,517
Subordinated debenture -- 4,900,000
Deferred tax liability 652,550 67,650
----------- -----------
Total Liabilities 8,491,213 10,959,907
Commitments and contingencies -- --
Stockholders' equity:
Preferred Shares: $.01 par value; authorized
300,000 shares; none issued and outstanding -- --
Common shares par value $.01, authorized 5,000,000,
issued 1,783,200 17,832 17,832
Capital in excess of par value 6,417,586 6,417,586
Accumulated deficit (293,370) (1,247,652)
----------- -----------
Total stockholders' equity 6,142,048 5,187,766
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,633,261 $16,147,673
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
CASCO INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1998 and 1997
Unaudited
1998 1997
---------- ----------
Revenue $4,864,494 $4,216,085
Operating costs and expenses:
Cost of goods sold 2,579,888 2,255,851
Selling, general and administrative 1,939,435 1,987,126
Depreciation and amortization 102,510 86,322
---------- ----------
Total operating costs and expenses 4,621,833 4,329,299
Operating income (loss) 242,661 (113,214)
Other income and (expenses)
Interest expense (52,335) (138,831)
Loss on sale of building (151,144) --
---------- ----------
Total other income and (expenses) (203,479) (138,831)
Income (loss) before income taxes and extraordinary item 39,182 (252,045)
Deferred provision (benefit) for income taxes (14,900) 96,300
---------- ----------
Income (loss) before extraordinary gain on retirement of debt 24,282 (155,745)
Extraordinary gain on retirement of debt (less applicable income
taxes of $570,000) 930,000 --
---------- ----------
Net Income $ 954,282 $ (155,745)
========== ==========
EARNINGS PER SHARE BASIC AND DILUTIVE
Income (loss) before income taxes and extraordinary item $ 0.02 $ (0.25)
Extraordinary gain on retirement of debt $ 0.52 $ --
Net Income $ 0.54 $ (0.15)
Weighted average common shares outstanding 1,783,200 1,003,431
The accompanying notes are an integral part of the financial statements.
5
CASCO INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1998 and 1997
Unaudited
1997 1996
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 954,282 $ (155,745)
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation and amortization 102,510 86,322
Loss of sale of building 151,144 --
Extraordinary gain on retirement of debt (930,000) --
Deferred provision (benefit) 584,900 (96,300)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable 2,552,859 2,575,216
Inventory (556,011) 1,013,954
Prepaid expenses and other assets (148,317) (35,636)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (335,970) (1,366,734)
Advance deposits (80,124) (71,088)
----------- -----------
Total adjustments 1,340,991 2,105,734
----------- -----------
Net cash provided by operating activities 2,295,273 1,949,989
----------- -----------
Cash flows from investing activities:
Sale of building 421,187 --
Payments for purchases of property and equipment (361,203) (3,863)
----------- -----------
Cash in investing activities 59,984 (3,863)
Cash flows from financing activities:
Proceeds from debt obligation 5,663,767 5,824,327
Principal payments on debt (7,371,269) (7,636,132)
----------- -----------
Cash used in financing activities (1,707,502) (1,811,805)
Increase (decrease) in cash 647,755 134,321
Cash, beginning of year 73,516 130,971
----------- -----------
Cash, end of period $ 721,271 $ 265,292
=========== ===========
Other Cash Flow Information:
Cash payments during the year for:
Interest $ 52,335 $ 53,400
Income taxes, net of refunds -- --
Noncash Financing Activities:
Subordinated debenture with Pages assumed at spin-off $ -- $ 5,000,000
Due to Pages replaced with subordinated debenture $ -- $ --
Decrease to APIC and common stock from spin-off $ -- $ 875,025
The accompanying notes are an integral part of the financial statements.
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CASCO INTERNATIONAL, INC.
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, 1997.
Effective at the close of business on December 31, 1996, a tax free
spin off of the Company's common stock from its 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.
On January 23, 1998 the Company redeemed, at a discount, the
subordinated debenture due to Pages on January 1, 2002. The debenture in the
original principal amount of $5 million was redeemed for $3.5 million.
Also on January 23, 1998, Huntington National Bank increased the
Company's line of credit from $2 million to $5.5 million from which funds became
available to redeem the subordinated debenture due to Pages.
On March 4, 1998 the Company sold its 167,000 sq. ft. Kings Mountain
warehouse. The sale netted the Company approximately $425,000. Also on March 4,
1998 the Company obtained financing from First National Bank secured by a first
deed of trust on the Shelby facilities. The loan is in the amount of $2,362,500
at an interest rate of prime plus 1/2% and will not increase or decrease more
than two percent. The term of the loan is fifteen years, callable after 5 years.
During the three months ended March 31, 1998, options were granted
under the Company's 1997 Incentive Stock Option Plan and under the Non-Employee
Director Stock Option Plan as shown on the following table. The ending and
average market price of the Company's stock for the three months ended March 31,
1998 was $4.0625 and $3.0215, respectively.
Date Shares
Granted or Reserved and Exercise
Issued Exercisable Price
------ ----------- -----
INCENTIVE STOCK OPTION PLAN
January 20, 1998 100,000 $2.875
March 3, 1998 40,000 $2.813
March 10, 1998 3,000 $3.000
-------
143,000
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
January 20, 1998 30,000 $2.875
-------
Total Options 173,000
=======
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Quarter Ended March 31, 1998 Compared to Quarter Ended March 31, 1997:
Revenues for the three months ended March 31, 1998 approximated $4.86
million, compared to $4.22 million in revenues for the three months ended March
31, 1997, an increase of 15.2% or approximately $650,000. The increase is
attributable to strong retention of existing customers coupled with new
customers in the new markets with employed recognition consultants.
Cost of goods sold for the three months ended March 31, 1998
approximated $2.6 million, compared to approximately $2.3 million of cost of
goods sold for the three months ended March 31, 1997, an increase of 13% or
approximately $300,000. The increase in cost of goods sold was attributable to
the increase in revenues. As a percentage of revenues, cost of goods sold
decreased to 53% for the three months ended March 31, 1998, from 53.5% for the
three months ended March 31, 1997. The .5% decrease in the cost of goods sold as
a percentage of revenues was principally attributable to a change in product mix
and the initial phases of an improved inventory purchasing strategy.
Selling, general, and administrative expense for the three months ended
March 31, 1998 approximated $1.94 million, compared to $1.99 million for the
three months ended March 31, 1997. The decrease in absolute dollars as well as a
percentage of sales were attributable to benefits obtained from aggressive cost
containment policies.
Interest expense was approximately $52,000 for the three months ended
March 31, 1998, compared to $139,000 for the three months ended March 31, 1997,
a decrease of approximately $87,000. The reduction in interest expense was
primarily due to the early redemption of the Company's subordinated debenture
due to Pages on January 1, 2002. The debenture in the original amount of $5
million was redeemed for $3.5 million. The average outstanding debt for the
first three months in 1998 approximated $2.3 million compared to $1.95 million
for the first three months in 1997. Additionally, the average interest rate for
the first three months in 1998 approximated 9.33% compared to approximately
9.25% for the same period in 1997.
Depreciation and amortization expense was approximately $103,000 for
the three months ended March 31, 1998, compared to $86,000 for the three months
ended March 31, 1997, an increase of 19.8% or approximately $17,000. The
increase in depreciation and amortization expense was principally attributable
to the depreciation of newly acquired assets in 1997.
Income tax expense was $14,900 for the three months ended March 31,
1998, compared to an income tax benefit of $96,300 for the three months ended
March 31, 1997. 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 proceeds from the public offering of units consisting of common
stock and warrants during the third quarter of 1997. The Company's primary uses
of funds consist of financing inventory and receivables.
Net working capital increased to $6,431,000 as of March 31, 1998 from
net working capital of $4,417,000 as of March 31, 1997. The increase was
primarily attributed to reduced borrowings and the proceeds from the public
offering, as well as a reduction in inventory carrying levels.
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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 and
the proceeds from the sale of the Kings Mountain warehouse and the first deed of
trust on the Shelby 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.
Effective at the close of business on December 31, 1996, a tax free
spin off of the Company's common stock from its 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' stockholders. The Company entered into a
$5 million, 7% subordinated debenture with Pages simultaneously with the
Distribution in satisfaction of amounts due to Pages by the Company. The excess
of the amount due to Pages as of the Distribution over the $5 million
subordinated debenture was recorded as paid in capital. Based on the
consummation of the Distribution effective January 1, 1997, the amounts due to
Pages previously recorded as current were reclassified to long term, thus
significantly increasing the Company's net working capital, as described earlier
in this section. The Company discharged the debenture in full in January 1998
for $3.5 million.
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 likely to have a
material adverse effect on the Company's financial statements.
SEASONALITY
The Company's business is highly seasonal, with approximately 39% 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 diminish. 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, 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 from suppliers by increases in the selling prices of the Company's
products and services.
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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", identifies
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
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8K
Exhibit Method
Number Description of filing
------ ----------- ---------
1 Underwriting Agreement 1
2 Agreement and Plan of Merger 1
3 (i).1 Certificate of Incorporation 1
3 (i).2 Certificate of Amendment to Certificate of Incorporation 1
3 (ii) Bylaws 1
4.1 Form of Stock Certificate 1
4.2 Warrant Agreement 1
4.3 Form of Warrant Certificate 1
4.4 Form of Warrant-R.L. Renck & Company 1
10.1 1996 Incentive Stock Option Plan 1
10.2 Employee Stock Option Plan 1
10.3 Huntington Loan Documents:
10.3.1 Loan and Security Agreement 1
10.3.2 Revolving Note 1
10.3.3 Commercial Letter of Credit
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Reimbursement Agreement 1
10.3.4 Deed of Trust, Assignment of
Rents and Security Agreement 1
10.3.5 Debt Subordination and
Intercreditor Agreement 1
10.3.6 Third Amendment to Loan
and Security Agreement 1
10.3.7 Third Note Modification
and Extension Agreement 1
10.4 Non-Employee Director Stock Option Plan 1
10.5 Amendment to 1996 Incentive Stock Option Plan 1
10.6 1997 Incentive Stock Option Plan 1
10.7 Charles R. Davis' Performance Option Agreement 1
10.8 First National Bank Loan Document 2
27 Financial Data Schedule 2
1. Incorporated by reference to the Company's registration statement on
Form 10, file number 0-271717, filed in Washington, D.C.
2. Filed herewith.
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.
Registrant
Date: May 1, 1998 By: /s/ Jeffrey A. Ross
------------------------------------------
Jeffrey A. Ross
Principal Financial and Accounting Officer