UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____________ to _____________
Commission file number 0-12293
CANISCO RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 54-0952207
(State of Incorporation) (IRS Employer Identification No.)
300 Delaware Avenue, Suite 714, Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
302-777-5050
(Registrant's Telephone Number, Including Area Code)
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 ( )
Common Stock, par value $.0025 per share 2,526,565 shares outstanding
as of August 12, 1999.
CANISCO RESOURCES, INC.
PART I ITEM 1
FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 1999 and March 31, 1999
Consolidated Statements of Operations for the Three Month Periods Ended
June 30, 1999 and 1998
Consolidated Statements of Cash Flows for the Three Month Periods Ended
June 30, 1999 and 1998
Notes to Consolidated Financial Statements
PART I ITEM 2
Management's Discussion and Analysis of Financial Condition and Results
of Operations
PART II ITEM 6
Exhibits and Reports on Form 8-K
PART I ITEM 1 FINANCIAL STATEMENTS
CANISCO RESOURCES, INC.
Consolidated Balance Sheets
Assets
Assets June 30, March 31,
1999 1999
(Unaudited)
Current assets:
Cash $ 833,252 $1,944,053
Accounts receivable, net
Billed 14,014,377 12,181,791
Unbilled 450,672 398,944
Other 245,027 268,420
Total accounts receivable 14,710,076 12,849,155
Inventory 474,360 424,020
Deferred income taxes 288,000 366,000
Other prepaid expenses and current assets 376,475 404,660
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,394,716 1,427,806
Total current assets 18,076,879 17,415,694
Property and equipment:
Land 804,000 804,000
Buildings and improvements 838,377 785,663
Machinery and equipment 6,026,160 6,025,828
Furniture and fixtures 493,795 494,022
Vehicles 1,145,894 1,091,481
Total property and equipment 9,308,226 9,200,994
Less accumulated depreciation 2,882,204 2,624,997
Property and equipment, net 6,426,022 6,575,997
Intangible pension asset 776,518 802,402
Deferred income taxes 689,000 804,000
Other assets 1,193,675 1,228,685
Goodwill 4,812,753 4,899,753
Total assets $31,974,847 $31,726,531
CANISCO RESOURCES, INC.
Consolidated Balance Sheets
Liabilities and Shareholders' Equity
June 30, March 31,
1999 1999
(Unaudited)
Current liabilities:
Current portion of long-term debt $1,824,713 $1,824,711
Accounts payable 3,337,327 3,291,920
Other accrued expenses 2,327,629 3,070,977
Billings in excess of costs and estimated
earnings on uncompleted contracts 787,198 732,058
Total current liabilities 8,276,867 8,919,666
Long-term debt, less current portion 6,681,251 7,139,282
Accrued pension cost 842,167 846,582
Note payable to Bank 11,850,593 10,754,785
Total liabilities 27,650,878 27,660,315
Shareholders' equity:
Common stock, $.0025 par value, authorized
10,000,000 shares; issued 2,477,592 shares,
outstanding 2,477,592 shares 6,972 6,972
Additional paid-in-capital 3,688,764 3,688,764
Retained earnings 4,579,770 4,322,017
Treasury stock, at cost (3,951,537) (3,951,537)
Total shareholders' equity 4,323,969 4,066,216
Total liabilities and shareholders'
equity $31,974,847 $31,726,531
CANISCO RESOURCES, INC.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30,
1999 1998
Revenues from services $17,406,679 $18,607,149
Cost of services 14,058,244 15,286,609
Gross margin 3,348,435 3,320,540
General and administrative expenses 2,474,177 2,394,396
Income from operations 874,258 926,144
Interest expense (410,267) (470,654)
Other (expense) income, net (13,069) 75,540
Income before income taxes 450,922 531,030
Income tax expense 193,169 232,431
Net earnings 257,753 298,599
Earnings per share (basic) $0.10 $0.12
Weighted average common shares (basic) 2,526,565 2,420,540
Earnings per share (diluted) $0.10 $0.11
Weighted average common shares (diluted) 2,596,739 2,695,688
CANISCO RESOURCES, INC.
Consolidated Statements of Cash Flows
Three Months Ended June 30,
1999 1998
Cash flows from operating activities:
Net earnings $ 257,753 $ 298,599
Adjustments to reconcile net
earnings to net cash
used in operating activities:
Depreciation and amortization 405,101 279,066
Deferred income taxes 193,000 (43,000)
Change in assets and liabilities
net of effects from purchases
of subsidiaries:
(Increase) in accounts receivable (1,860,921) (3,976,832)
(Increase) decrease in inventory (50,340) 1,543
Decrease (increase) in costs and estimated
earnings in excess of billings
on uncompleted contracts 33,090 (415,198)
Decrease in other assets 28,185 571,471
Increase in accounts payable 45,407 304,141
Decrease in accrued expenses
and accrued pension cost (747,761) (386,313)
Increase in billings in excess
of costs and estimated earnings on
uncompleted contracts 55,140 317,618
Net cash used in operating
activities (1,641,346) (3,048,905)
Cash flows from investing activities:
Purchase of property and equipment (107,232) (294,989)
Purchase of company (net of
cash acquired) - (6,704,373)
Net cash used in
investing activities (107,232) (6,999,362)
Cash flows from financing activities:
Net borrowings on notes payable 1,095,808 4,715,995
Proceeds from long term debt - 6,284,633
Principal payments on long-term debt (458,031) (985,985)
Proceeds of sale of common stock - 656,250
Net cash provided by
financing activities 637,777 10,670,893
Net (decrease) increase in cash (1,110,801) 622,626
Cash at beginning of period 1,944,053 1,188,393
Cash at end of period $ 833,252 $1,811,019
See the accompanying notes to the consolidated financial statements.
CANISCO RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
NOTE 1:
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission pertaining to interim financial
information and do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in
conjunction with the consolidated financial statements and accompanying
notes included in the Company's Annual Report for the year ended March
31, 1999. In the opinion of management, all adjustments consisting
only of normal recurring adjustments considered necessary for a fair
presentation of financial position and results of operations have been
included therein. The results for the period ended June 30, 1999 are
not necessarily indicative of the results that may be expected for a
full fiscal year.
NOTE 2:
In April 1998, the Company expanded its credit facility to a three year
secured $25,000,000 facility. Borrowings under this agreement are
secured by substantially all assets of the Company. This loan
agreement, among other things, requires the Company to meet various
covenants including minimum levels of working capital and tangible net
worth. The Company was in compliance with these covenants, as amended,
at June 30, 1999 and management believes that such compliance will
continue through June 30, 2000.
NOTE 3:
On August 9, 1999, the Company was advised by SCC Investment I L.P. and
Sterling City Capital that they were terminating the previously
announced agreement under which they had agreed to purchase $8 to $10
million of newly issued preferred stock from the Company (reference is
made to Form 8K filed May 3, 1999). Management estimates a charge of
approximately $250,000 to the Company's earnings for the quarter ending
September 30, 1999 for costs associated with this transaction.
PART I ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDING
JUNE 30, 1998
Revenues for the period were Seventeen Million Four Hundred Seven
Thousand ($17,407,000) compared to Eighteen Million Six Hundred Seven
Thousand ($18,607,000) in the prior year which represents a decrease of
6%. This decrease is primarily due to completion of a substantial
contract in the first quarter of the prior year.
The power generation market accounted for thirty-three percent (33%) of
total revenues compared to twenty-three percent (23%) of total revenues
for the same period last year. The petro-chemical business accounted
for twenty-four percent (24%) of 1999 first quarter revenues, compared
to forty-one percent (41%) for the quarter ended June 30, 1998. The
substantial shift between these market sectors was caused by two
contracts performed: one in the power market in 1999 and the other in
the petro-chemical market in 1998. The pulp and paper market accounted
for eighteen percent (18%) of revenues compared to seventeen percent
(17%) in the comparable period a year ago. The revenue contribution of
all other businesses collectively was twenty-five percent (25%)
compared to nineteen percent (19%) for the same period last year.
The gross margin for the period was Three Million Three Hundred Forty
Eight Thousand ($3,348,000) compared to Three Million Three Hundred
Twenty One Thousand ($3,321,000) for the same period last year. As a
percent of revenue, the gross margin for the current period increased
to nineteen percent (19%) compared to eighteen percent (18%) during the
period ended June 30, 1998. The power market margin contribution was
thirty-three percent (33%) versus eighteen percent (18%) for the same
period last year. The margin contribution for the petro-chemical
business decreased to nineteen percent (19%) from thirty-three percent
(33%) a year ago. The pulp and paper industry accounted for twenty
percent (20%) of gross margin, down from twenty-six percent (26%)
during the same period last year. All other markets contributed
twenty-eight (28%) of gross margin compared to twenty-three percent
(23%) in the comparable period a year ago. Changes in margin
contribution were related to shifts in revenues between market sectors,
principally due to the two projects outlined above.
General and administrative expenses for the quarter were Two Million
Four Hundred Seventy Four Thousand ($2,474,000) compared to Two Million
Three Hundred Ninety Four Thousand ($2,394,000) the same period last
year. As a percentage of revenue General & Administrative expenses
increased to fourteen percent (14%) from thirteen percent (13%) the
prior year.
Income from operations was Eight Hundred Seventy Four Thousand
($874,000) compared to Nine Hundred Twenty Six Thousand ($926,000) for
the same period last year.
Interest expense for the period was Four Hundred Ten Thousand
($410,000) compared to Four Hundred Seventy One Thousand ($471,000) for
the same period a year ago. The decrease was primarily due to the
reduction in the Company's debt compared to the same period last year.
Other expense, net of income, was Thirteen Thousand ($13,000) compared
to other income, net of expense, of Seventy Six Thousand ($76,000) for
the same period a year ago.
Income taxes of One Hundred Ninety Three Thousand ($193,000) were
accrued for the period compared to Two Hundred Thirty Two Thousand
($232,000) for the same period a year ago.
The Company posted net earnings of Two Hundred Fifty Eight Thousand
$258,000 or $0.10 (Basic) per share compared to Two Hundred Ninety Nine
Thousand $299,000 or $0.12 (Basic) per share for the same period in the
prior year. There were 2,526,565 weighted average shares outstanding
for the quarter ended June 30, 1999, compared to 2,420,540 weighted
average shares outstanding for the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ability to generate cash adequate to meet its needs
depends primarily upon payments for its services and periodic bank
borrowings. These sources of liquidity are reduced by the payment of
direct costs, taxes, purchase of property and equipment and periodic
repayment of the Company's revolving lines of credit and long term
debt.
Effective April 17, 1998, the Company amended its credit facility with
its current lender, BNY Financial Corporation. The amended credit
facility consists of a three-year commitment with automatic extensions
for two additional years for a $25,000,000 credit facility. The
amended facility included a $5,000,000 acquisition credit loan, which
was utilized for the Mansfield acquisition. The Company intends to
continue to pursue acquisition opportunities and may be in various
stages of negotiation, due diligence and documentation of potential
acquisitions at any time. The timing, size, or success of any
acquisition effort and the associated potential capital commitments
cannot be predicted. The Company expects to fund future acquisitions
primarily with working capital, cash flow from operations and
borrowing, including any unborrowed portion of the credit facility, as
well as issuances of additional equity or debt. To the extent the
Company funds a significant portion of the consideration for future
acquisitions with cash, it may have to increase the amount available
for borrowing under the credit facility or obtain other sources of
financing through the public or private sale of debt or equity
securities. There can be no assurance that the Company will be able to
secure such financing if and when it is needed or on terms the Company
deems acceptable. If the Company is unable to secure acceptable
financing, its acquisition program could be negatively affected.
Capital expenditures for equipment and expansion of facilities are
expected to be funded from cash flow from operations and supplemented
as necessary by borrowings under the credit facility.
At June 30, 1999, the Company had borrowed approximately $11,851,000 on
its revolving credit line and had an outstanding principal balance of
$5,990,000 on its long term secured loan obligation. The Company is in
compliance with the debt covenants of its Credit Agreement, as amended
from time to time.
At June 30, 1999, the Company had working capital of approximately
$9,745,000 compared to working capital of $8,496,000 for fiscal year
end 1999. The increase in working capital was due primarily to the
increase in accounts receivable offset somewhat by the decrease in
accrued expenses.
RECENTLY ISSUED ACCOUNTING STANDARD
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). This statement
establishes accounting and reporting standards requiring that every
derivative instrument be recorded in the balance sheet as either an
asset or liability measured at its fair value. SFAS 133 also required
that changes in the derivative instruments' hedge accounting criteria
are met. SFAS 133 is effective for fiscal years beginning after June
15, 2000. The Company expects that adoption of SFAS 133 will not have
a material impact on the Company's financial condition or results of
operations.
YEAR 2000 ISSUE
Many computer systems were based upon using two digits rather than four
to define the applicable year. As a result, those systems are time
sensitive and recognize a date using "00" as the year 1900 rather than
the year 2000. This could cause a system failure or miscalculations
causing disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company utilizes software vendors for its major computer program
applications. Prior to the end of fiscal year 1999, the Company
installed, and is currently testing, a Year 2000 compliant version of
the Company's financial, inventory, and job costing software. Testing
is scheduled to be completed by September 1999. The Company is also in
the process of assessing its internal personal computer network,
telephones, facsimile machines and labeling equipment for Year 2000
compliance.
In addition to risks associated with the Company's own computer systems
and equipment, the Company has relationships with, and is to varying
degrees dependent upon, a number of third parties that provide goods,
services and information to the Company. These include suppliers,
licensees, vendors, and financial institutions. If any of these third
parties experience failures in their computer systems or equipment,
which systems and equipment are outside the control of the Company, due
to Year 2000 non-compliance, it could affect the Company's ability to
engage in normal business activities. Although the Company has minimal
computer interface with third parties, the Company is in the process of
making contact with all of its significant customers, suppliers and
partners to determine the extent, if any, to which the Company is
vulnerable should these third parties experience a Year 2000 failure of
their system and to ascertain their Year 2000 compliance and risks.
The Company has multiple suppliers who provide materials and supplies,
and believes that it could quickly find alternative sources for these
products. The Company does not believe that the cost of becoming Year
2000 compliant will be in excess of $25,000. To date, the Company has
incurred minor expenses, primarily for assessment of the Year 2000
issue, development of a modification plan, and preparation for the
installation of a year 2000 compliant version of its financial,
inventory, and job costing software.
The cost of the project and the dates on which the Company believes it
will complete the Year 2000 modifications are based on management's
best estimates. However, there can be no guarantee that these
estimates will be achieved.
SUBSEQUENT EVENTS
On July 14, 1999, the Company was notified by the NASDAQ that its stock
was no longer eligible for listing on the NASDAQ SmallCap Market due to
its failure to maintain the minimum tangible net worth and earnings
requirements. The Company's stock now trades on the OTC Bulletin
Board.
On August 9, 1999, the Company was advised by SCC Investment I L.P. and
Sterling City Capital that they were terminating the previously
announced agreement under which they had agreed to purchase $8 to $10
million of newly issued preferred stock from the Company (reference is
made to Form 8K filed May 3, 1999). Sterling indicated that the
reasons for the termination were the Company's results of operations in
the fiscal year 1999 and the delisting of the Company's stock from The
NASDAQ SmallCap Market, which they believe constituted a "Material
Adverse Effect" as defined in the agreement. The Company and its
counsel are considering the Company's rights under the agreement.
CAUTIONARY STATEMENT
Statements in this Report on Form 10Q which express the "belief",
"anticipation" or "expectation", as well as other statements which are
not historical fact, are forward-looking statements within the meaning
of the Private Securities Litigation Reform Action of 1995 and involve
risks and uncertainties that could cause actual results to differ
materially from those projected. Certain factors such as competitive
market pressures, material changes in demand from larger customers,
changes in weather, availability of labor, changes in government
policies and changes in economic conditions could cause actual results
to differ materially from those in the forward-looking statements.
PART II ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A. Reports on Form 8-K
B. Exhibits
Exhibit Number Description of Document
2.1 Plan and Agreement of Merger by and among
Nuclear Support services, Inc., NSS of Delaware,
Inc. and Canisco Resources, Inc. (Incorporated
herein by reference to Exhibit 2.1 to the
Company's Form 8-B filed May 24, 1996).
3.1 Articles of Incorporation of the Company, as
amended (Incorporated herein by reference to
Exhibit 3.1 to Form 8-B filed May 24, 1996).
3.2 By-laws of the Company (Incorporated herein by
reference to Exhibit 3.2 to Form 8-B filed
May 24, 1996).
10.1 1990 Stock Option Plan (Incorporated herein by
reference to Exhibit 28.2 to Registration
Statement on Form S-8 (No. 33-33180))
10.10 1998 Stock Option/incentive Plan (Incorporated
herein by reference to the Company's Definitive
Proxy Statement on Form 14A filed
July 28, 1998).
10.11 Stock Purchase Agreement dated April 22, 1998
(Incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K filed
May 7, 1998).
10.12 Form of Stock Purchase Warrant issued to Teddy
Mansfield (Incorporated by reference to Exhibit
2 to the Company's Current Report on Form 8-K
filed May 7, 1998).
10.13 Form of Stock Purchase Warrant issued to R. Dean
Mansfield (Incorporated by reference to Exhibit
3 to the Company's Current Report on Form 8-K
filed May 7, 1998).
10.14 Amended and Restated Credit and Security
Agreement with The BNY Financial Corporation
dated as of April 17, 1998 (Incorporated by
reference to Exhibit 4 to the Company's Current
Report on Form 8-K filed May 7, 1998).
10.2 Securities Purchase Agreement, dated as of
October 16, 1998, by and among Mellon Ventures,
L.P. and Morse Partners, Ltd, and Canisco
Resources, Inc. (Incorporated by reference to
Exhibit 10.2 to the Company's Current Report on
Form 8-K filed October 30, 1998).
10.20 Securities Purchase Agreement, dated as of April
16, 1999, by and among SCC Investment I, L.P.,
Sterling City Capital LLC and Canisco Resources,
Inc. (Incorporated by reference to Exhibit 10.2
to the Company's Amended Current Report on Form
8-K filed May 11, 1999).
22 Subsidiaries of the Registrant (Incorporated by
reference to Exhibit 22 to the Company's Annual
Report on Form 10-K for fiscal 1999 filed
July 15, 1999).
27 Financial Data Schedule for the Three-Month
Period Ended June 30, 1999.
(b) On May 3, 1999, the Company filed an 8-K related to the execution
of a Securities Purchase Agreement for the sale of preferred
stock to SCC Investment I, L.P. and Sterling City Capital, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the
undersigned thereunto duly authorized.
Date: August 16, 1999 CANISCO RESOURCES, INC.
/s/ Ralph A. Trallo
Ralph A. Trallo
President and CEO
/s/ Michael J. Olson
Michael J. Olson
Chief Financial Officer
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