SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1999 COMMISSION FILE NO. 1-6663
- ------------------------------------ --------------------------
COLONIAL COMMERCIAL CORP.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 11-2037182
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3601 HEMPSTEAD TURNPIKE, LEVITTOWN NEW YORK 11756-1315
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 516-796-8400
------------
Indicate by check mark whether 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 Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of Registrant's Common Stock and
Convertible Preferred Stock as of March 31, 1999.
Common Stock, par value $.05 per share - 1,497,015 shares Convertible
Preferred Stock, par value $.05 per share - 1,559,031 shares
<PAGE>
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets as of
March 31,1999 (unaudited) and
December 31, 1998 1
Consolidated Statements of Operations for the
Three Months ended March 31, 1999 and
1998 (unaudited) 2
Consolidated Statements of Cash Flows for
the Three Months ended March 31, 1999 and
1998 (unaudited) 3
Notes to Consolidated Financial Statements
(unaudited) 4
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote of Security Holders 8
Item 6 - Exhibits and Reports on Form 8-K 8
SIGNATURES 9
<PAGE>
PART 1.
ITEM 1. FINANCIAL STATEMENTS
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
------ ---- ----
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 4,225,348 5,001,881
Accounts receivable, net of allowance for doubtful
accounts of $672,100 in 1998 and $667,500 in 1997 7,456,666 8,571,701
Inventory 1,078,183 1,177,907
Notes receivable - current portion 158,035 158,035
Prepaid expenses and other assets 92,446 97,408
Deferred taxes 165,000 165,000
------------ ----------
Total current assets 13,175,678 15,171,932
Notes receivable, excluding current portion 316,069 316,069
Deferred taxes 278,000 335,000
Property and equipment, net 532,682 502,312
------------ ----------
$ 14,302,429 16,325,313
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 831,606 1,090,135
Accrued liabilities 1,023,839 1,392,034
Income taxes payable 217,309 203,640
Borrowings under line of credit 521,049 2,049,268
Notes payable - current portion 19,022 18,677
------------ ----------
Total current liabilities 2,612,825 4,753,754
Note payable, excluding current portion 34,971 39,858
Excess of acquired net assets over cost, net 696,378 724,611
------------ ----------
Total liabilities 3,344,174 5,518,223
------------ ----------
Stockholders' equity:
Convertible preferred stock, $.05 par value,
liquidation preference of $7,795,155 and
$7,964,970 at March 31,1999 and December 31,1998,
respectively 2,468,860 shares authorized,
1,559,031 and 1,592,994 shares issued and
outstanding at March 31, 1999 and
December 31, 1998, respectively 77,952 79,650
Common stock, $.05 par value, 20,000,000 shares
authorized, 1,497,015 and 1,463,052 shares issued
and outstanding at March 31, 1999 and
December 31, 1998, respectively 74,851 73,153
Additional paid-in capital 8,921,989 8,921,989
Retained earnings 1,883,463 1,732,298
------------ ----------
Total stockholders' equity 10,958,255 10,807,090
------------ ----------
Commitments
$ 14,302,429 16,325,313
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
COLONIAL COMMERCIAL CORP.
Consolidated Statements of Operations
Three Months ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Sales $ 5,987,085 5,082,652
Cost of sales 4,268,971 3,647,261
----------- -----------
Gross profit 1,718,114 1,435,391
----------- -----------
Selling, general and
administrative expenses, net 1,489,598 1,414,979
----------- -----------
Operating income 228,516 20,412
Interest income 66,994 24,656
Other income 2,465 4,322
Interest expense (37,110) (57,944)
----------- -----------
Income (loss) before income taxes 260,865 (8,554)
Income taxes 109,700 39,000
----------- -----------
Net income (loss) $ 151,165 (47,554)
=========== ===========
Net income (loss) per common share:
Basic $ .10 (.03)
=========== ===========
Diluted $ .05 (.03)
=========== ===========
Weighted average shares outstanding:
Basic 1,470,367 1,431,767
Diluted 3,125,471 1,431,767
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
COLONIAL COMMERCIAL CORP.
Consolidated Statements of Cash Flows
Three Months ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
Reconciliation of net income (loss) to net cash provided
by (used in) operating activities:
<S> <C> <C>
Net income (loss) $ 151,165 (47,554)
Adjustments to reconcile net income (loss)to cash
provided by (used in) operating activities:
Deferred tax expense 57,000 --
Provision for allowance for doubtful accounts 60,000 70,000
Depreciation 30,167 24,591
Amortization of excess of acquired net assets
over cost (28,233) (28,233)
Changes in assets and liabilities:
Accounts receivable 1,055,035 821,744
Inventory 99,724 (316,051)
Prepaid expenses and other assets 4,962 24,414
Accounts payable (258,529) (547,852)
Accrued liabilities (368,195) (151,605)
Income taxes payable 13,669 5,866
----------- -----------
Net cash provided by (used in)operating
activities 816,765 (144,680)
----------- -----------
Cash flows from investing activities:
Additions to property and equipment (60,537) (31,927)
----------- -----------
Net cash used in investing activities (60,537) (31,927)
----------- -----------
Cash flows from financing activities:
Payments on notes payable (4,542) (447,363)
Net repayments under line of credit (1,528,219) (48,774)
Payments for purchase of treasury stock -- (38,603)
----------- -----------
Net cash used in financing activities (1,532,761) (534,740)
----------- -----------
Decrease in cash and cash equivalents (776,533) (711,347)
Cash and cash equivalents - beginning of period 5,001,881 1,240,986
----------- -----------
Cash and cash equivalents - end of period $ 4,225,348 529,639
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1999 and December 31, 1998
(Unaudited)
(1) The consolidated financial statements of Colonial Commercial Corp. and
subsidiaries (the Company), included herein have been prepared by the
Company and are unaudited; however, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair statement of the
financial position, results of operations, and cash flows for the interim
periods to which the report relates. The results of operations for the
period ended March 31, 1999 are not necessarily indicative of the operating
results which may be achieved for the full year.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It is
suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's l998 Annual Report filed on Form 10-KSB.
(2) Supplemental Cash Flow Information
----------------------------------
The following is supplemental information relating to the consolidated
statements of cash flows:
Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
Cash paid during the period for:
Interest $ 41,596 $ 60,645
Income taxes $ 152,768 $ 64,208
(3) Comprehensive Income
--------------------
The Company's total comprehensive income was as follows:
Three Months Ended March 31
1999 1998
---- ----
Net income (loss) $ 151,165 (47,554)
Other comprehensive income - 102,615
-------- -------
Total comprehensive income $ 151,165 55,061
======== =======
For the three months ended March 31, 1998, the Company's only item of other
comprehensive income is the net change in unrealized gain on available for
sale securities.
(4) Reclassifications
-----------------
Certain reclassifications have been made to the 1998 financial data to
conform to the 1999 presentation.
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<PAGE>
(5) Net Income (loss) Per Common Share
A reconciliation between the numerators and denominators of the basic and
diluted income (loss) per common share is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 30,
1999 1998
---- ----
<S> <C> <C>
Net income (loss) (numerator) $ 151,165 (47,554)
Weighted average common shares
(denominator for basic income
per share) 1,470,367 1,431,767
---------- ----------
Effect of dilutive securities:
Convertible preferred stock 1,585,679 --
Employee stock options 69,425 --
---------- ----------
Weighted average common and
potential common shares
outstanding (denominator for
diluted income per share) 3,125,471 1,431,767
========== ==========
Basic income (loss) per share $ .10 (.03)
--- -----
Diluted income (loss) per share $ .05 (.03)
=== =====
</TABLE>
(6) Industry Segments
-----------------
The Company has two reportable segments: (1) door hardware and doors and
(2) investing activities. Summarized financial information for each of the
Company's two business segments for the three months ended March 31, 1999
and 1998 follows. The financial data for the three months ended March 31,
1998 has been reclassified to reflect the quarterly allocations of
management fees and interest expense.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1999
Door Un- Consoli-
hardware Investing allocated dated
and doors activities amount Eliminations totals
--------- ---------- ---------- ------------ -------,
<S> <C> <C> <C> <C> <C>
Revenues $5,987,085 -- -- -- 5,987,085
Operating
income (loss) 411,894(a) (183,378)(a) -- -- 228,516
Other income 2,081 384 -- -- 2,465
Interest
income -- 107,808 -- (40,814)(b) 66,994
Interest
expense 77,924 -- -- (40,814)(b) 37,110
Income (loss)
before income
taxes 336,051 (75,186) -- -- 260,865
Net income
(loss) 287,051 (75,186) (60,700)(c) -- 151,165
Total assets 9,222,327 8,481,826 443,000(d) (3,844,724)(e) 14,302,429
---------- --------- ------- ---------- ----------
-5-
<PAGE>
THREE MONTHS ENDED
MARCH 31, 1998
Door Un- Consoli-
hardware Investing allocated dated
and doors activities amount Eliminations totals
--------- ---------- ---------- ------------ -------
Revenues $5,082,652 -- -- -- 5,082,652
Operating
income (loss) 224,169(a) (203,757)(a) -- -- 20,412
Other income 572 3,750 -- -- 4,322
Interest
income -- 43,440 -- (18,784)(b) 24,656
Interest
expense 76,728 -- -- (18,784)(b) 57,944
Income (loss)
before
income taxes 148,013 (156,567) -- -- (8,554)
Net income
(loss) 109,013 (156,567) -- -- (47,554)
Total assets 8,652,240 7,637,652 306,000(D) (2,636,938)(e) 13,958,954
--------- --------- ------- ---------- ----------
<FN>
(a) Includes an allocation from the investing segment to the door hardware
and doors segment of $37,500 and $30,000 in 1999 and 1998, respectively
based on management's estimate of costs incurred by the investing
segment on behalf of the door hardware and doors segment.
(b) Represents elimination of interest charged on intercompany
borrowings.
(c) Represents deferred tax expense and alternative minimum taxes that are
not allocated to either segment.
(d) Represents deferred tax assets that are not allocated to
either segment.
(e) Represents elimination of intercompany receivable and the
investing activities' investment in the door hardware and
doors segment.
</FN>
</TABLE>
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Results of Operations - Three Months Ended March 31, 1999 and 1998
Registrant reported net income of $151,165 for the first quarter of
1999, which includes $287,051 of net income from Atlantic Hardware and Supply
Corporation ("Atlantic"), as compared to a net loss of $47,554 for the first
quarter of l998, which included $109,013 of net income from Atlantic.
Sales increased $904,433 (17.8%) to $5,987,085 in the 1999 period due
to the timing of contracts resulting in increased sales in most of
Atlantic's markets. Sales backlog has remained relatively consistent at
$11,864,000 since December 31, 1998 as new bookings matched sales. Gross margins
improved slightly (.5%) as a result of changes in product mix. Selling, general
and administrative expenses, net increased $74,619, however, as a percentage of
sales, such expenses decreased from 27.8% to 24.9% due to operating
efficiencies. Interest expense decreased $20,834 due to lower borrowings at
lower rates. Interest income increased $42,338 due to greater cash balances
invested due to the 1998 sale of available-for-sale securities and land sale.
-6-
<PAGE>
In the first quarter of 1999, the Registrant provided for federal and
state income taxes at an effective tax rate of 42%. During the first quarter of
1998, the Registrant provided only for state income taxes associated with the
income from Atlantic, due to the use of a previously unrecognized federal net
operating loss carryforward.
The Registrant continues to seek the acquisition of or merger with
privately held companies which businesses generate a recurring stream of income.
Reported earnings in the near term will be affected by the timing and the size
of any new acquisitions and the operating results of Atlantic.
Liquidity and Capital Resources
As of March 31, l999, the Registrant had $4,225,348 in cash and cash
equivalents, compared to $5,001,881 at December 31, 1998.
Cash flows provided by operations during the first quarter 1999
improved in comparison to the first quarter 1998 principally due to the net
income generated in the first quarter of 1999 and reduction in accounts
receivable and inventory.
Cash flows used in financing activities during the first quarter of
1999 of $1,532,761 was principally due to net repayments on the line of credit.
The Company believes that its cash is adequate for its present
operations and that additional credit is available should it be required. The
Company's resources consist primarily of cash and cash equivalents, investment
in Atlantic and notes receivable.
Year 2000 Date Conversion
The Year 2000 issue affects computer systems, equipment and other
systems that have time-sensitive programs that may not properly recognize the
year 2000.
The Company's computer systems are currently being upgraded and, upon
completion in mid-1999, they are expected to be Year 2000 compliant. At this
time, management believes that the Company does not have any internal critical
Year 2000 issues that it cannot remedy.
Management is in the process of surveying third parties with whom it
has a material relationship primarily through written correspondence. Management
is relying upon the response of these third parties in its assessment of Year
2000 readiness. Although the Company does not have significant data
communications with its customers, suppliers, financial institutions and others,
management cannot be certain as to the Year 2000 readiness of these third
parties, or the impact that any non-compliance on their part may have on the
Company's business, results of operations, financial condition or liquidity.
The Company expects to incur internal staff cost in preparing for the
Year 2000. Because the Company has replaced a significant portion of its
computer hardware in recent years and is currently updating its software, which
updating is independent of the Year 2000 compliance, the costs to be incurred in
addressing the Year 2000 issue are not expected to have a material impact on the
Company's business, results of operations, financial condition or liquidity. The
Company has established a contingency plan to address potential non-compliance
-7-
<PAGE>
of the third parties with whom it does business or the possible failure or
non-completion of the internal systems upgrade. The contingency plan includes
the training of employees on the use of alternative procedures and a possible
increase in inventory levels in the latter half of 1999.
The above comments on the Year 2000 issue contain forward-looking
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and resources that should be read in conjunction with
the disclosure on forward-looking statements.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("Statement
133"). Statement 133 established accounting and reporting standards for
derivative instruments, including those embedded in other contracts and for
hedging activities. Statement 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999. Early application of all the
provisions of this Statement is encouraged but is permitted only as of the
beginning of any fiscal quarter that begins after issuance of this Statement.
Management of the Company does not believe that the implementation of Statement
133 will have a significant impact on its financial position or results of
operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 4. Submission Of Matters To A Vote Of Security Holders - None
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits - Exhibit 27. Financial Data Schedule March 31, 1999
(b) Reports on Form 8-K - During the three months ended March 31,
l999, the Registrant did not file any reports on Form 8-K.
-8-
<PAGE>
SIGNATURES
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
under-signed thereunto duly authorized.
Dated: May 13, 1999 COLONIAL COMMERCIAL CORP.
/S/ BERNARD KORN
----------------
Bernard Korn, Chairman
of the Board and President
/S/ JAMES W. STEWART
--------------------
James W. Stewart
Executive Vice President,
Treasurer and Secretary
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000021828
<NAME> COLONIAL COMMERCIAL CORP.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1999
<PERIOD-START> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,225,348
<SECURITIES> 0
<RECEIVABLES> 8,128,766
<ALLOWANCES> 672,100
<INVENTORY> 1,078,183
<CURRENT-ASSETS> 13,175,678
<PP&E> 836,358
<DEPRECIATION> 303,682
<TOTAL-ASSETS> 14,302,429
<CURRENT-LIABILITIES> 2,612,825
<BONDS> 0
<COMMON> 74,851
0
77,952
<OTHER-SE> 10,805,452
<TOTAL-LIABILITY-AND-EQUITY> 14,302,429
<SALES> 5,987,085
<TOTAL-REVENUES> 5,987,085
<CGS> 4,268,971
<TOTAL-COSTS> 4,268,971
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 60,000
<INTEREST-EXPENSE> 37,110
<INCOME-PRETAX> 260,865
<INCOME-TAX> 109,700
<INCOME-CONTINUING> 151,165
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151,165
<EPS-PRIMARY> .10
<EPS-DILUTED> .05
</TABLE>
