<PAGE> 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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-21717
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 929,103 common shares outstanding,
each with par value $0.01, as of April 30, 1997.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CA SHORT COMPANY
BALANCE SHEETS
March 31, 1997 and December 31, 1996
Unaudited
<TABLE>
<CAPTION>
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
Current assets:
Cash $ 265,292 $ 130,971
Accounts receivable 2,068,811 4,644,027
Inventory 5,954,411 6,968,365
Prepaid expenses 856,285 818,108
------------ ------------
Total current assets 9,144,799 12,561,471
------------ ------------
Buildings and equipment:
Buildings 3,194,058 3,194,058
Equipment 1,869,985 1,866,122
------------ ------------
5,064,043 5,060,180
Less accumulated depreciation (1,417,630) (1,339,848)
------------ ------------
3,646,413 3,720,332
Land 211,468 211,468
------------ ------------
Total property and equipment, net 3,857,881 3,931,800
------------ ------------
Other assets:
Cost in excess of net assets acquired, net of accumulated
amortization of $241,985 and $233,444 respectively 1,124,482 1,133,023
Other 628,256 622,256
------------ ------------
1,752,738 1,755,279
------------ ------------
TOTAL ASSETS $ 14,755,418 $ 18,248,550
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 3
CA SHORT COMPANY
BALANCE SHEETS
March 31, 1997 and December 31, 1996
Unaudited
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
------------ ------------
<S> <C> <C>
Liabilities:
Accounts payable $ 258,771 $ 1,572,020
Short-term debt obligations 1,857,941 3,669,746
Short-term subordinated debenture 100,000 --
Accrued liabilities 288,671 342,156
Advanced deposits-current 2,222,998 1,952,317
------------ ------------
Total current liabilities 4,728,381 7,536,239
------------ ------------
Due Pages -- 4,124,975
Advanced deposits-noncurrent 2,602,397 2,935,626
Subordinated debenture 4,900,000 --
Deferred tax liability 227,350 323,650
------------ ------------
Total Liabilities 12,458,128 14,920,490
Commitments and contingencies -- --
Stockholders' equity:
Preferred Shares: $.01 par value; authorized
300,000 shares; none issued and outstanding
Common shares $.01 and $100 par value respectively;
authorized, 5,000,000 and 334.91 respectively;
issued 929,103 and 334.91 shares respectively 9,291 33,491
Capital in excess of par value 3,273,669 4,124,494
Accumulated deficit (985,670) (829,925)
------------ ------------
Total stockholders' equity 2,297,290 3,328,060
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,755,418 $ 18,248,550
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 4
CA SHORT COMPANY
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1997 and 1996
Unaudited
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Revenues $ 4,216,085 $5,825,390
Costs and Expenses:
Cost of goods sold 2,255,851 3,402,907
Selling, general and administrative 1,987,126 1,952,644
Interest 138,831 6,154
Depreciation and amortization 86,322 82,921
Management fee paid to Pages -- 125,000
----------- ----------
4,468,130 5,569,626
----------- ----------
Loss from continuing operations before income taxes
and cumulative effect of change in accounting principle (252,045) 255,764
Benefit for income taxes 96,300 53,800
----------- ----------
Income (loss) before cumulative effect of change in accounting
principle $ (155,745) $ 309,564
Cumulative effect of change in accounting principle net
of income tax of $397,850 -- 596,814
----------- ----------
NET INCOME (LOSS) $ (155,745) $ 906,378
=========== ==========
INCOME (LOSS) PER COMMON SHARE:
Income (Loss) before cumulative effect of change in
accounting principle $ (.17) $ .33
Cumulative effect of change in accounting principle -- .65
----------- ----------
Net income (loss) $ (.17) $ .98
=========== ==========
Weighted average common shares outstanding 929,103
===========
Proforma common shares outstanding 929,103
==========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 5
CA SHORT COMPANY
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
Unaudited
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (155,745) $ 906,378
Adjustments to reconcile net (loss) income to cash
provided by operating activities:
Depreciation and amortization 86,322 82,921
Deferred provision (96,300) (53,800)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable 2,575,216 3,108,780
Inventory 1,013,954 747,871
Prepaid expenses and other assets (35,636) (207,828)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (1,366,734) (675,733)
Advance deposits (71,088) (642,679)
----------- -----------
Total adjustments 2,105,734 2,359,532
----------- -----------
Net cash provided by operating activities 1,949,989 3,265,910
----------- -----------
Cash flows from investing activities:
Payments for purchases of property and equipment (3,863) (17,906)
----------- -----------
Cash used in investing activities (3,863) (17,906)
Cash flows from financing activities:
Proceeds from debt obligation 5,824,327 6,124,150
Principal payments on debt (7,636,132) (9,563,736)
----------- -----------
Cash used in financing activities (1,811,805) (3,439,586)
Increase (decrease) in cash 134,321 (191,582)
Cash, beginning of year 130,971 226,678
----------- -----------
Cash, end of period $ 265,292 $ 35,096
=========== ===========
Other Cash Flow Information:
Cash payments during the year for:
Interest $ 53,400 $ 42,145
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 $ -- $ 4,124,975
Decrease to APIC and common stock from spin-off $ 875,025 $ --
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE> 6
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 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.
During the three months ended March 31, 1997, options were granted
under the Company's 1996 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,
1997 was $3.50 and $3.50.
<TABLE>
<CAPTION>
Date Shares
Granted or Reserved and Exercise
Issued Exercisable Price
------ ----------- -----
<S> <C> <C>
INCENTIVE STOCK OPTION PLAN
January 17, 1997 29,500 $4.00
March 26, 1997 5,000 $4.00
------
34,500
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
March 12, 1997 40,000 $3.50
------
Total Options 74,500
======
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Quarter Ended March 31, 1997 Compared to Quarter Ended March 31, 1996:
Revenues for the three months ended March 31, 1997 approximated $4.2
million, compared to $5.8 million in revenues for the three months ended March
31, 1996, a decrease of 28% or approximately $1.6 million. The decline in
revenue was due to disappointing holiday sales and a decrease in volume on
certain existing customers coupled with delayed redemption on new accounts.
Cost of goods sold for the three months ended March 31, 1997
approximated $2.3 million, compared to approximately $3.4 million of cost of
goods sold for the three months ended March 31, 1996, a decrease of 32% or
approximately $1.1 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 53.5% for the three months ended March 31, 1997, from 59.0% for the
three months ended March 31, 1996. The 5.5% 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.
<PAGE> 7
Selling, general, and administrative expense for the three months ended
March 31, 1997 approximated $2.0 million, compared to $2.0 million for the three
months ended March 31, 1996. Lack of fluctuation in comparison to the decreased
revenues for the comparable periods was due to a restructuring of the Company's
sales force.
Interest expense was approximately $139,000 for the three months ended
March 31, 1997, compared to $6,000 for the three months ended March 31, 1996, an
increase of approximately $133,000. 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 three months in 1997 approximated $1.95
million compared to $1.72 million for the first three months in 1996.
Additionally, the average interest rate for the first three months in 1997
approximated 9.25% compared to approximately 8.83% for the same period in 1996.
Depreciation and amortization expense was approximately $86,000 for the
three months ended March 31, 1997, compared to $83,000 for the three months
ended March 31, 1996, an increase of 4% or approximately $3,000. The increase in
depreciation and amortization expense was principally attributable to the
depreciation of newly acquired assets in 1996.
Income tax benefit was $96,300 for the three months ended March 31,
1997, compared to $53,800 for the three months ended March 31, 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. The Company's primary uses of funds consist of financing inventory and
receivables.
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, 1997. 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.
The credit agreement to which the credit facility is subject contains
certain restrictive and financial covenants, including at March 31, 1997, a
requirement that the accumulated operating profit for the three months ended
March 31, 1997, as defined, not fall below $150,000. A violation of that
covenant by the Company was waived by the Company's bank. The Company was in
compliance with all other restrictive and financial covenants at March 31, 1997.
The Company also entered into a $5 million, 7% subordinated debenture
with Pages simultaneously with the Distribution in satisfaction of amounts due
to Pages by the Company. Any excess of the amount due to Pages, as of the
Distribution over the $5 million subordinated debenture, was recorded as paid in
capital. Principal payments are $100,000 per year for the first four years, and
a final payment due at the end of the fifth year for the remaining principal
balance. Interest is at 7% per annum, payable quarterly.
<PAGE> 8
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 one half
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, 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.
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.
<PAGE> 9
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
- ------ ----------- ---------
3 (i). 1 Certificate of Incorporation 1
3 (i). 2 Certificate of Amendment to Certificate of Incorporation 1
3 (ii) Bylaws 1
4 Form of Stock Certificate 1
*10. 1 1996 Incentive Stock Option Plan 1
*10. 2 Non-Employee Director Stock Option Plan 1
27 Financial Data 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.
* Indicates a management contract or compensatory plan or arrangement
required to be filed herewith.
(b) Reports on Form 8-K
None
<PAGE> 10
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.
CA Short Company
Registrant
Date: May 14, 1997 By: /s/ Jeffrey A. Ross
---------------------------------
Jeffrey A. Ross
Principal Financial and
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENT OF OPERATIONS AND BALANCE SHEET.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 265,292
<SECURITIES> 0
<RECEIVABLES> 2,068,811
<ALLOWANCES> 0
<INVENTORY> 5,954,411
<CURRENT-ASSETS> 9,144,799
<PP&E> 5,275,511
<DEPRECIATION> 1,417,630
<TOTAL-ASSETS> 14,755,418
<CURRENT-LIABILITIES> 4,728,381
<BONDS> 0
0
0
<COMMON> 9,291
<OTHER-SE> 2,287,999
<TOTAL-LIABILITY-AND-EQUITY> 14,755,418
<SALES> 4,216,085
<TOTAL-REVENUES> 4,216,085
<CGS> 2,255,851
<TOTAL-COSTS> 4,468,130
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138,831
<INCOME-PRETAX> (252,045)
<INCOME-TAX> 96,300
<INCOME-CONTINUING> (155,745)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (155,745)
<EPS-PRIMARY> (.17)
<EPS-DILUTED> (.17)
</TABLE>
