KNUSAGA CORP
10QSB, 1998-03-16
PUBLIC BLDG & RELATED FURNITURE
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<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549




                                  FORM 10-QSB


               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                    For the Quarter Ended November 30, 1997

                         Commission File Number 0-7795

                              KNUSAGA CORPORATION
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   62-1004034
                    (I.R.S.) Employer Identification Number

                                3578 S. VAN DYKE
                               ALMONT, MI  48803
              (Address of principal executive office and zip code)

       Registrant's telephone number (include area code):  (810) 798-8567

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 twelve months (or 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.

                             X  YES         NO
                            ---         ---
Shares of Common Stock Par Value $.04, outstanding:  7,000,000.

                                      -1-


<PAGE>   2


RESULTS OF OPERATIONS


Net Sales increased 52% in the first quarter of fiscal year ending August 1998
to $2,988,000.  This represents a volume increase of $1,018,000 as compared to
the first quarter of 1996.  The majority of the sales increase is due to
increased production and tubing requirements of our customer, Ford Truck
Division, Louisville, Kentucky.  There are no price increases in net sales for
this period.  The reason being is that the truck industry does not allow price
increases on parts once placed in production.

Gross profits from operations increased to 26.1% of sales during the quarter
November 30, 1997, as compared to year earlier period of 12.9%.  This positive
result is primarily due to a reduction of raw material cost, and secondarily to
increased labor efficiency.

Selling and Administrative expenses decreased to 8.0% of sales during the
quarter as compared to 9.5% of the year earlier period.

Net income increased to $327,000 for the quarter as compared to $14,000 of the
previous year.  The significant improvement in net income is the result of
stable margins on improved sales and the reduction of material cost and other
expenses.


LIQUIDITY AND SOURCES OF CAPITAL

The company's cash flow position before financing activities for the three
months ending November 30, 1997, generated $383,000.  This cash flow, along
with a bank balance reduction of $260,000, was used to reduce short and
long-term debt.


CONTINGENT MATTERS

There are no contingencies or consequential uncertainties known that will
materially affect the financial information as presented.

                                      -2-


<PAGE>   3


                              KNUSAGA CORPORATION
                           BALANCE SHEET (UNAUDITED)
                               NOVEMBER 30, 1997



<TABLE>
<CAPTION>
ASSETS                                           November 30, 1997   
<S>                                                 <C>              
CASH                                                $   16,234       
ACCOUNTS RECEIVABLE                                 $1,354,629       
  ACCOUNTS RECEIVABLE - OTHER                       $   94,143       
INVENTORIES                                         $  473,344       
PREPAID EXPENSE                                     $   94,312       
                                                    ----------       
      TOTAL CURRENT ASSETS                          $2,032,662       
                                                                     
NET PROPERTY, PLANT AND EQUIPMENT                   $2,089,733       
OTHER ASSETS                                        $    2,646       
                                                    ----------       
      TOTAL ASSETS                                  $4,125,041       
                                                                     
LIABILITIES                                                          
                                                                     
ACCOUNTS PAYABLE                                    $  625,283       
NOTES PAYABLE                                       $  268,320       
ACCRUED LIABILITIES                                 $  307,828       
                                                    ----------       
      TOTAL CURRENT LIABILITIES                     $1,201,431       
                                                                     
LONG TERM DEBT                                      $1,316,540       
                                                    ----------       
      TOTAL LIABILITIES                             $2,517,971       
                                                                     
STOCKHOLDERS EQUITY (DEFICIENCY)                                     
                                                                     
Common Stock, par value $.01 per                                     
share authorized 7,000,000 shares                                    
issued and outstanding.                             $   70,000       
                                                                     
Preferred stock, par value $.01 per                                  
share authorized 500,000 shares,                                     
issued and outstanding 175,000 of                                    
Class A $1.00 stated value, 4%                                       
non-cumulative, non-voting.                         $  175,000       
                                                                     
ADDITIONAL PAID-IN CAPITAL                          $  366,365       
                                                                     
RETAINED EARNINGS                                   $  995,705       
                                                    ----------       
      TOTAL STOCKHOLDERS EQUITY                     $1,607,070       
                                                    ----------       
      TOTAL LIABILITIES AND                                          
      STOCKHOLDERS EQUITY                           $4,125,041       
</TABLE>


                                      -3-


<PAGE>   4


                              KNUSAGA CORPORATION
                        STATEMENT OF INCOME (UNAUDITED)
                               THREE MONTHS ENDED
                    NOVEMBER 30, 1997 AND NOVEMBER 30, 1996



<TABLE>
<CAPTION>
                                                              (UNAUDITED)
                                                           THREE MONTHS ENDED
                                              NOVEMBER 30, 1997        NOVEMBER 30, 1996  
<S>                                               <C>                      <C>
NET SALES                                          $2,988,804              $1,971,113     

COST OF GOODS SOLD                                 $2,208,638              $1,716,464     
                                                   ----------              ----------     
   GROSS PROFIT                                    $  780,166              $  254,649     

SELLING, GENERAL AND ADMINISTRATIVE                                                       
EXPENSES                                           $  238,204              $  188,127     

MISC. INCOME (EXPENSE)                             $   44,306              ($  50,366)    
                                                   ----------              ----------     
   INCOME (LOSS) BEFORE TAXES                      $  497,657              $   16,156     

PROVISION FOR FEDERAL INCOME TAXES                 $  170,195              $    2,500     
                                                   ----------              ----------     
NET INCOME BEFORE EXTRAORDINARY ITEMS              $  327,462              $   13,656     
                                                                                          
EXTRAORDINARY ITEMS:                                                                      
                                                                                          
   TAX BENEFIT OF OPERATING LOSS                                                            
   CARRYFORWARD                                                                             
                                                   ----------              ----------              
   NET INCOME                                      $  327,462              $   13,656     
                                                                                          
PAR SHARE OF COMMON STOCK AND COMMON                                                      
STOCK EQUIVALENTS:                                                                        
                                                    7,000,000               7,000,000     
AVERAGE OUTSTANDING SHARES                             .04                    0.00        

</TABLE>

THE FINANCIAL STATEMENTS INCLUDED IN THIS REPORT REFLECT ALL ADJUSTMENTS,
WHICH, IN THE OPINION OF MANAGEMENT, ARE NECESSARY FOR FAIR PRESENTATION.


                                      -4-


<PAGE>   5


                              KNUSAGA CORPORATION
                       STATEMENT OF CASH FLOW (UNAUDITED)
                               THREE MONTHS ENDED
                    NOVEMBER 30, 1997 AND NOVEMBER 30, 1996



<TABLE>
<CAPTION>
                                                              (UNAUDITED)
                                                           THREE MONTHS ENDED

                                                  NOVEMBER 30, 1997  NOVEMBER 30, 1996
<S>                                                    <C>                <C>
CASH PROVIDED BY (USED FOR) OPERATIONS

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS,
NON-CASH EXPENSE INCLUDED IN NET INCOME                 $327,462           $ 13,656
   DEPRECIATION                                         $ 71,250           $ 50,787

(INCREASE) DECREASE IN:
   ACCOUNTS RECEIVABLE                                  $ 70,915          ($174,788)
   INVENTORIES                                          $100,109           $ 32,002
   PREPAID EXPENSES                                     $  8,759           $ 40,909
   OTHER ASSETS                                        ($ 62,100)         ($  2,941)

INCREASE (DECREASE) IN:
   ACCOUNTS PAYABLE                                    ($ 84,588)          $ 35,691
   ACCRUED LIABILITIES                                  $ 21,197           $ 33,859
                                                       ---------          ---------
   NET CASH PROVIDED BY (USED FOR)
   OPERATING ACTIVITIES                                 $453,004           $ 29,175

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

PURCHASES OF EQUIPMENT                                 ($ 69,706)         ($ 54,873)
                                                       ---------          ---------
   NET CASH PROVIDED BY (USED FOR)
   INVESTING ACTIVITIES                                ($ 69,706)         ($ 54,873)

CASH PROVIDED BY (USED FOR) BEFORE
FINANCING ACTIVITIES                                    $383,298          ($ 25,698)

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

DEBT INCREASE (DECREASE)
   SHORT-TERM                                          ($580,000)          $105,000
   LONG-TERM                                           ($ 63,358)         ($ 91,675)
                                                       ---------          ---------
   NET CASH PROVIDED BY (USED FOR)
   FINANCING ACTIVITIES                                ($643,358)          $ 13,325

INCREASE (DECREASE) IN CASH                            ($260,060)         ($ 12,373)
BALANCE AT BEGINNING OF PERIOD                          $276,294           $ 34,020
                                                  
BALANCE AT END OF PERIOD                                $ 16,234           $ 21,647
</TABLE>


                                     -5-




        
<PAGE>   6
                                EXHIBIT INDEX
                                -------------


<TABLE>
<CAPTION>
Exhibit No.                    Description
- -----------                    -----------
<S>                            <C>
    27                         Financial Data Schedule

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-START>                             SEP-01-1997
<PERIOD-END>                               NOV-30-1997
<CASH>                                          16,234
<SECURITIES>                                         0
<RECEIVABLES>                                1,448,772
<ALLOWANCES>                                         0
<INVENTORY>                                    473,344
<CURRENT-ASSETS>                             2,032,662
<PP&E>                                       3,120,217
<DEPRECIATION>                               1,030,484
<TOTAL-ASSETS>                               4,125,041
<CURRENT-LIABILITIES>                        1,201,431
<BONDS>                                        509,465
                                0
                                    175,000
<COMMON>                                        70,000
<OTHER-SE>                                   1,432,070
<TOTAL-LIABILITY-AND-EQUITY>                 4,125,041
<SALES>                                      2,988,804
<TOTAL-REVENUES>                             2,989,272
<CGS>                                        2,208,638
<TOTAL-COSTS>                                2,446,842
<OTHER-EXPENSES>                                44,306
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              44,935
<INCOME-PRETAX>                                497,657
<INCOME-TAX>                                   170,195
<INCOME-CONTINUING>                            327,462
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   327,462
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>


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