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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
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[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended: JULY 31, 2000
[ ] Transition period under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to ______.
Commission file number: 0-30220
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COMMUNICATIONS WORLD INTERNATIONAL, INC.
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(Name of Small Business Issuer in Its Charter)
Colorado 84-0917382
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7388 S Revere Parkway, Suite 1000, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
(303) 721-8200
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Issuer's Telephone Number, Including Area Code
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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
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As of August 31, 2000, the issuer had 8,555,543 shares of its no par value
Common Stock issued and outstanding.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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COMMUNICATIONS WORLD INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
JULY 31, 2000
(IN THOUSANDS OF DOLLARS)
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ASSETS
CURRENT ASSETS:
Cash $ 53
Trade accounts and current portion of notes receivable, less allowance for
doubtful accounts of $238
2,577
Inventory
298
Prepaid expenses
138
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TOTAL CURRENT ASSETS
3,066
Property and equipment, net
490
Deposits and other assets
278
Intangible assets, net
3,358
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$ 7,192
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 2,083
Revolving line of credit 1,539
Current portion of notes payable (including $319 due to related parties) 383
Accrued expenses and other liabilities 775
Current portion of capital lease obligations 27
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TOTAL CURRENT LIABILITIES 4,807
LONG TERM LIABILITIES:
Capital lease obligations 72
Accrued Interest 145
Notes payable (including $363 due to related parties) 2,308
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7,332
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STOCKHOLDERS' EQUITY:
Preferred stock, 3,000,000 shares authorized:
Series C (cumulative) - 10,000 shares issued and outstanding 10
Common stock, no par value, 25,000,000 shares authorized,
shares issued and outstanding; 8,390,044 8,921
Additional paid-in capital 1,192
Accumulated deficit
(10,263)
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TOTAL STOCKHOLDERS' EQUITY (140)
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$ 7,192
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See accompanying notes to consolidated financial statements
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COMMUNICATIONS WORLD INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JULY 31, 2000 AND 1999
(IN THOUSANDS OF DOLLARS EXCEPT EARNINGS PER SHARE DATA)
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2000 1999
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REVENUE:
Franchise equipment sales $ 1,035 $ 1,339
Direct equipment and service 3,535 2,103
Royalty fees 38 41
Other revenue 20 18
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Total revenue 4,628 3,501
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COSTS AND EXPENSES:
Cost of franchise equipment sales 931 1,223
Cost of direct equipment and service 2,534 1,328
Selling 376 261
General and administrative 852 693
Interest expense 189 57
Depreciation and amortization 83 51
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Total cost and expenses 4,965 3,613
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NET LOSS $ (337) $ (112)
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LOSS PER COMMON SHARE:
Basic and Diluted $ (.04) $ (.02)
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and Diluted 8,354,957 6,702,571
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See accompanying notes to consolidated financial statements
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COMMUNICATIONS WORLD INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED JULY 31, 2000 AND 1999
(IN THOUSANDS OF DOLLARS)
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2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (337) $ (112)
Adjustments to reconcile to net cash used by operating activities:
Depreciation and amortization 83 51
Amortization of debt discount and debt issuance costs 66 --
Provision for losses on accounts and notes receivable 21 22
Changes in operating assets and liabilities:
Trade accounts and notes receivable 41 (561)
Inventory 143 42
Deposits and other assets 46 (43)
Trade accounts payable (777) 116
Accrued expenses and other liabilities 260 85
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Net cash provided used in operating activities (454) (400)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (20) (26)
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Net cash used by investing activities (20) (26)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt issue -- 227
Exercise of warrants 84 --
Net borrowings under line-of-credit agreement 546 221
Repayment of notes (140) (72)
Repayment of capital lease obligations (7) (5)
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Net cash provided by financing activities 483 371
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Net increase (decrease) in cash 9 (55)
CASH AT BEGINNING OF THE PERIOD 44 57
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CASH AT END OF THE PERIOD $ 53 $ 2
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 78 $ 57
NON-CASH INVESTING ACTIVITIES:
Capital acquisitions financed by leases 60 --
See accompanying notes to consolidated financial statements
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COMMUNICATIONS WORLD INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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(1) BASIS OF PRESENTATION
The consolidated condensed interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures are adequate
to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are
necessary for fair presentation of the information contained therein.
It is suggested that these consolidated condensed financial statements
be read in conjunction with the financial statements and notes thereto,
at April 30, 2000 and for the two years then ended included in the
Company's report on Form 10-KSB. The Company follows the same
accounting policies in preparation of interim reports.
Results of operations for the interim periods are not necessarily
indicative of annual results.
(2) SEGMENT INFORMATION
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 131 Disclosures About Segments of an Enterprise and Related
Information, effective May 1, 1998. Reportable segments are based on
products and services, geography, legal structure, management
structure, and any other method in which management disaggregates a
company. Based on the management approach model, the Company has
determined its business operations are classified into two principal
reporting segments. Separate management of each segment is required
because each business unit is subject to different marketing, sales,
and implementation strategies.
Reportable Segments at July 31, 2000 and for the
three months then ended
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1 2 All Other Total
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External revenue $ 3,535 $ 1,073 $ -- $ 4,608
Interest and other revenue -- -- 20 20
Depreciation and amortization 83 -- -- 83
Net income (loss) 254 52 (643) (337)
Assets 6,819 320 53 7,192
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Reportable Segments at July 31, 1999 and for the
three months then ended
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1 2 All Other Total
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External revenue $ 2,103 $ 1,380 $ -- $ 3,483
Interest and other revenue -- -- 18 18
Depreciation and amortization 51 -- -- 51
Net income (loss) 162 64 (338) (112)
Assets 4,590 688 2 5,280
Reportable Segment 1, the Company-owned segment, derives its revenues
from the sales, service and installation of telephone systems to small
and medium sized enterprises with single, multi-state and national
locations. Segment 2, the Company's franchise program segment, derives
its revenues from sales of equipment to franchisees and franchise fees.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Statements herein, other than historical fact, may be deemed forward-looking.
These statements may be accompanied by words such as "believe," "estimate,"
"project," "expect," "anticipate," or "predict," that convey the uncertainty of
future events or outcomes. These statements are based on assumptions that the
Company believes are reasonable; however, many factors could cause the Company's
actual results in the future to differ materially from the forward-looking
statements made herein and in any other documents or oral presentations made by,
or on behalf of, the Company. Important factors which could cause actual results
to differ materially from those in forward-looking statements, include, among
others, the ability to obtain additional financing, which is not assured; price
and product competition by foreign and domestic competitors, including new
entrants; rapid technological developments and changes; the Company's
relationship with its suppliers and suppliers' ability to provide products on a
timely basis; the achievement of lower costs and expenses; reliance on large
customers; the Company's ability to attract acquisition candidates and to
successfully integrate acquisitions into the Company's business; interest rate
fluctuations and other general economic conditions, as discussed in the
Company's report on Form 10-KSB for the year ended April 30, 2000. In light of
the assumptions and uncertainties inherent in forward-looking information, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the plans of the Company will be realized.
Results of Operations
For the three month period ended July 31, 2000, Communications World
International, Inc. ("CommWorld" or the "Company") reported a net loss of
$337,000 as compared to a net loss of $112,000 for the comparable period ended
July 31, 1999. Total revenue for the quarter ended July 31, 2000 was $4,628,000
compared to total revenue of $3,501,000 for the quarter ended July 31, 1999.
Franchise Segment
The sales of the franchise segment in the three month period ended July 31,
2000, decreased to $1,035,000 from $1,339,000 as compared to the same time
period from the prior year. The gross margin percentage on franchise equipment
sales was approximately 10% for the three month period ended July 31, 2000 as
compared to gross margins of approximately 9% for the same period in the prior
year. Management does not expect future sales of the franchise segment to
materially increase or decrease during the next twelve months.
Company Owned Segment
The increase in revenue from direct equipment sales and service was $1,432,000
for the three month period ended July 31, 2000, compared to the same time period
from the prior year. The gross margin percentage on direct equipment sales and
service for the three month period ended July 31, 2000 compared to the same
period of the prior year declined 9% from 37% to 28%. The decrease in gross
margin reflects an increase in lower margin service business versus higher
margin equipment installation and sales in the Company's national account
operations. The decrease in equipment installation and sales in the Company's
national account operations is the result of reduced sales to the Company's
largest national account customer. In addition, lower than expected sales in the
Denver market resulted in lower utilization rates for technical employees which
adversely affected gross margins.
The increase in sales reflects the Company's strategy to grow by acquisition in
the Southwest United States. Sales for the three months ended July 31, 2000
include revenue from one acquisition in the
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Dallas (completed September 1999), one acquisition in the Denver (completed
October 1999) and one acquisition in the Houston (completed March 2000) markets
not included in the three months ended July 31, 1999.
The increase in selling expenses was $115,000 for the three month period ended
July 31, 2000, compared to the same time period from the prior year. This
increase was due to increased commissions on higher sales volume and a larger
sales force in Company owned operations.
The increase in general and administrative expenses was $159,000 for the three
month period ended July 31, 2000, compared to the same time period from the
prior year. This increase is due to the increased number of locations where the
Company conducts operations, which is primarily due to the acquisitions
described above. Office rents increased by approximately $40,000, salaries and
wages of administrative personnel increased by approximately $45,000 and
telephone expenses increased by approximately $18,000. General and
administrative expenses were 18% of total revenue for the three months ended
July 31, 2000 as compared to 20% of revenue for the three months ended July 31,
1999.
The increase in interest expenses was $132,000 for the three month period ended
July 31, 2000, compared to the same time period from the prior year. The
increase includes $66,000 of amortization of debt discount and debt issuance
costs. The remainder of the increase reflects interest on acquisition notes and
higher borrowings under a line of credit.
Lack of Working Capital; Need for Additional Financing
The Company's operations have historically been adversely affected by a lack of
working capital. The Company uses a line of credit from a lending institution,
which is limited to the extent of available collateral. The Company's line of
credit is fully utilized to the extent of available collateral. The lack of
available funding impedes the Company's ability to fund additional equipment
purchases and to expand its business operations. The Company had a working
capital deficit of approximately $1,741,000 and deficit stockholders' equity of
approximately $140,000 at July 31, 2000. The Company expects to continue its
efforts to obtain additional capital. The Company has no firm commitments from
any source and there can be no assurance the Company will obtain substantial
capital. Moreover, due to the Company's poor liquidity and operating results and
the absence of a Nasdaq listing for its Common Stock, the cost of obtaining
additional capital is expected to be significant.
Cash flow used by operations totaled $454,000 for the three months ended July
31, 2000 versus a use of $400,000 for the same time period from the prior year.
The use in 2000 resulted primarily from the consolidated operating loss plus a
reduction of trade accounts payable. Cash provided by financing activities for
the three months ended July 31, 2000 were $483,000 versus $371,000 for the same
time period from the prior year. The proceeds in 2000 were primarily from
borrowings under the Company's line-of-credit agreement. The proceeds in 1999
were primarily from the proceeds of a convertible debt offering and borrowings
under the Company's line-of-credit agreement.
In May 1999, the Company completed an offering of 13,807.5 Units with each Unit
consisting of one share of Series H Preferred Stock and warrants to purchase 40
shares of common stock at $3.00 per share through March 31, 2004. The Company
received $2,761,500 in gross proceeds from this offering. All of the shares of
Series H Preferred Stock have been converted into an aggregate of 2,761,500
shares of common stock.
In October 1999 the Company completed an offer of Units of Subordinated
Convertible Notes and Common Stock Purchase Warrants. Each Unit consists of a
$50,000 Note and 20,000 Warrants for a
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purchase price of $50,400. The Note is convertible into Common Stock at $1.50
per share which may be lowered under certain circumstances. Each Warrant is
exercisable at $.40 per share until September 30, 2004. The Company received net
proceeds of approximately $1,362,000 from the sale of these units. As of July
31, 2000 the Company has received $110,000 in gross proceeds from the exercise
of these Warrants.
In November 1999, additional net proceeds of approximately $722,000 were
received from the sale of Notes and Warrants to two institutional investors. The
terms of these transactions were similar to the Unit offering, with certain
exceptions. The Company agreed to register the common stock which may be
received upon conversion of these notes. The Company has not filed a
registration statement and the institutional investors have the right to
accelerate the maturity date of their notes to nine months from the date of
exercise of the acceleration right. If the institutional investors exercise the
right to accelerate the maturity of their notes the Company will redeem their
Warrants at $.02 per Warrant. The exercise price for these warrants is $.60,
instead of the $.40 exercise price in the Units. The Company is also restricted
in its ability to prepay these notes.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) REPORTS ON FORM 8-K
Form 8-K filed on May 19, 2000, reporting the termination of proposed merger
with Business Products, Inc.
Form 8-K filed on May 12, 2000, reporting the dismissal of Levine, Hughes &
Mithuen, Inc. as the Company's principal accountant.
Form 8-K/A filed on May 22, 2000, reporting a change in the date from the
original filing regarding the dismissal of Levine, Hughes & Mithuen, Inc. as the
Company's principal accountant.
Form 8-K filed on June 9, 2000, reporting the engagement of Hein + Associates
LLP as the Company's principal accountant.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Communications World International, Inc.
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(Registrant)
Date: September 12, 2000 /s/ James Ciccarelli
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James Ciccarelli, C.E.O.
Date: September 12, 2000 /s/ David E. Welch
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David E. Welch, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule