<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark one]
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
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: 0-14675
CAMERA PLATFORMS INTERNATIONAL, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4024550
-------------------------------- ----------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>
28145 Avenue Crocker, Valencia, California 91355
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(805) 257-1444
-----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 10, 1996.
<TABLE>
<S> <C>
Common Stock $.0005 par value 12,418,228
----------------------------- ---------------------
(Class) (Number of shares)
</TABLE>
<PAGE> 2
CAMERA PLATFORMS INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Statement of Financial Position
at March 31, 1996, and December 31, 1995 3
Condensed Consolidated Statement of Operations for the
Three Months ended March 31, 1996 and 1995 4
Condensed Consolidated Statement of Cash Flows for the
Three Months ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION 10
Signature Page 10
</TABLE>
- 2 -
<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, December 31,
1996 1995
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 198,000 $ 190,000
Accounts receivable, less allowance for doubtful accounts
of $47,000 in 1996 and $49,000 in 1995 288,000 630,000
Inventories 394,000 424,000
Prepaid expenses 27,000 23,000
---------- -----------
TOTAL CURRENT ASSETS 907,000 1,267,000
Property and equipment, net of accumulated depreciation
and a $542,000 rental asset valuation allowance 1,905,000 2,020,000
Deposits 155,000 131,000
Other noncurrent assets 45,000 44,000
---------- -----------
$ 3,012,000 $ 3,462,000
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 357,000 $ 513,000
Note payable, net of unamortized discount of $18,000 -- 382,000
Note payable to related party 1,129,000 600,000
Accrued interest payable to related party 235,000 235,000
Other current liabilities 73,000 80,000
--------- -----------
TOTAL CURRENT LIABILITIES 1,794,000 1,810,000
SHAREHOLDERS' EQUITY
Common stock--$.0005 par value; 15,000,000 shares authorized; shares
issued and outstanding: 12,418,228 6,000 6,000
Additional paid-in capital 21,270,000 21,270,000
Accumulated deficit (20,058,000) (19,624,000)
---------- ------------
TOTAL SHAREHOLDERS' EQUITY 1,218,000 1,652,000
----------- ----------
$ 3,012,000 $ 3,462,000
=========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 3 -
<PAGE> 4
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended MARCH 31, 1996 March 31, 1995
-------------- -------------
<S> <C> <C>
REVENUES
- --------
Sales $ 425,000 $ 802,000
Rentals 367,000 464,000
---------- ----------
792,000 1,266,000
---------- ----------
EXPENSES
- --------
Cost of sales 411,000 532,000
Cost of rentals 363,000 382,000
Selling, general and administrative 450,000 411,000
---------- ----------
1,224,000 1,325,000
---------- ----------
Operating loss (432,000) (59,000)
Other income (expense), net (2,000) (22,000)
---------- ----------
NET LOSS ($ 434,000) ($ 81,000)
========== ==========
NET LOSS PER SHARE OF COMMON STOCK ($0.03) ($0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 12,418,228 12,418,228
========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 4 -
<PAGE> 5
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended MARCH 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ($ 434,000) ($ 81,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 116,000 130,000
Provision (credit) for doubtful accounts (2,000) 1,000
Changes in assets and liabilities:
Accounts receivable 344,000 (246,000)
Inventories 30,000 80,000
Prepaid expenses (4,000) (5,000)
Deposits and noncurrent assets (25,000) 17,000
Accounts payable (156,000) 84,000
Accrued interest payable -- 3,000
Other current liabilities (10,000) 8,000
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (141,000) (9,000)
--------- ---------
INVESTING ACTIVITIES
Purchases of property and equipment (1,000) (74,000)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (1,000) (74,000)
--------- ---------
FINANCING ACTIVITIES
Proceeds from borrowings of long-term debt -- 300,000
Proceeds from borrowings of short-term debt 529,000 --
Principal payment on note payable (379,000) (200,000)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 150,000 100,000
--------- ---------
NET INCREASE IN CASH 8,000 17,000
Cash at beginning of year 190,000 41,000
--------- ---------
CASH AT END OF PERIOD $ 198,000 $ 58,000
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,000 --
Income taxes -- --
======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 5 -
<PAGE> 6
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 -- SALE OF THE COMPANY
The Company is continuing discussions with certain prospective
purchasers with regard to the sale of the Company. The Company is also
currently evaluating its alternatives in light of the fact that numerous
prospective purchasers have been unable to consummate a mutually agreeable
transaction since the Company was first offered for sale in November 1994.
NOTE 2 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all normal
recurring adjustments considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1996,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information refer to the financial
statements and footnotes thereto included in the Company's annual report on
Form 10-K for the year ended December 31, 1995.
NOTE 3 -- INVENTORIES
<TABLE>
<CAPTION>
March 31, December 31,
------------ ------------
1996 1995
------------ ------------
<S> <C> <C>
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . $ 160,000 $ 158,000
Finished goods . . . . . . . . . . . . . . . . . . . . . . . 234,000 266,000
---------- ----------
$ 394,000 $ 424,000
========= =========
</TABLE>
NOTE 4 -- NOTE PAYABLE TO RELATED PARTY
The Company has a $3,000,000 line of credit established with UST Inc.
("UST"), which expires on December 31, 1996. The Company accrued interest
monthly at the prime rate on credit line advances. At February 28, 1995,
interest ceased to accrue on this line of credit pursuant to a letter of intent
related to the sale of the Company. On February 16, 1996, UST extended the
expiration date of the line to December 31, 1996.
At March 31, 1996, the Company has drawn $1,129,000 under the line of
credit. At May 10, 1996, the Company has drawn $1,246,000 under the line of
credit.
NOTE 5 - NOTE PAYABLE
The Company had two remaining payments for the 1993 purchase of Panther
Corporation of America from Panther GmbH. These payments, of $200,000 each,
were payable on January 29, 1996 and 1997. These payments were carried on the
Condensed Consolidated Statement of Financial Position at December 31, 1995, at
their present value, discounted at 8%.
In January 1996, the Company took a $379,000 advance on the UST credit
line to make
- 6 -
<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
both payments and retire the note. The 1997 payment, remitted one year early,
was discounted at 12% to $179,000.
NOTE 6 - OPERATING LEASES
The Company's leasing operations consist primarily of short-term
rentals of camera cars, camera dollies and cranes. These rentals generally
range from one day to several weeks in duration, with occasional rentals of
several months. The Company also has a small number of camera dollies on
long-term operating leases of twelve to thirty-six months, and one camera car
on a month-to-month operating lease. None of the rentals are noncancelable
leases, and no contingent rentals are included in the Company's results.
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ --------------
<S> <C> <C>
Carrying value of rental equipment . . . . . . . . . . . . . . . $5,078,000 $5,078,000
Less accumulated depreciation . . . . . . . . . . . . . . . . . . 2,699,000 2,590,000
Less rental asset valuation allowance . . . . . . . . . . . . . . 542,000 542,000
----------- -----------
$1,837,000 $1,946,000
============ ===========
</TABLE>
NOTE 7 - CONTINGENCIES
For a number of years, the Shotmaker division's camera cars have been
unable to meet prescribed vehicle emission standards, and the Company obtained
smog control certificates for its camera cars illegally. In March 1996, the
Company voluntarily disclosed its actions to appropriate state authorities, and
requested an exemption from the vehicle emissions control requirements. The
Company anticipates that it may be required to pay a fine in this matter, but
until such time as the appropriate agencies have had the opportunity to
investigate the matter and discuss it with Company management, the Company can
not reasonably estimate whether such a fine might be material to the Company's
financial position, results of operations, or liquidity. The Company is
hopeful that its camera cars might receive an exemption from the emissions
control requirements.
In the event that the various agencies involved in this matter reach an
unfavorable decision, and the State of California denies an exemption to the
Company, it is possible that as many as five Elite camera cars may have to be
kept out of service. The loss of these five camera cars that can not be
retrofitted could have a material adverse affect on Shotmaker revenues and,
therefore, on the revenues and profits and business prospects of the Company.
In this event the Company would look for alternative means to operate these
vehicles in a legal and appropriate manner. The Company might also consider
selling these vehicles to other geographic areas in which they could be
operated legally without emission control devices.
It is anticipated that the remaining ten camera cars could be
retrofitted with appropriate emissions control devices, and obtain the
necessary smog certificates. The estimated cost of the necessary modifications
to these cars aggregates to approximately $16,000. The retrofit of these
vehicles will adversely affect the ability of the cars to perform their
intended function, and it is uncertain at this time to what extent Shotmaker
results of operations might be affected.
- 7 -
<PAGE> 8
CAMERA PLATFORMS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $3,000,000 line of credit established with UST Inc
("UST"), which expires on December 31, 1996. The Company accrued interest
monthly at the prime rate on credit line advances. At February 28, 1995,
interest ceased to accrue on this line of credit pursuant to a letter of intent
related to the sale of the Company. On February 16, 1996, UST extended the
expiration date of the line to December 31, 1996.
At March 31, 1996, the Company has drawn $1,129,000 under the line of
credit. At May 10, 1996, the Company has drawn $1,246,000 under the line of
credit. If the contemplated sale of the Company does not close, the Company
will seek to extend the expiration date of the UST line of credit.
While the Company's operations are providing sufficient cash flow to
meet current operating requirements, the Company has had to draw on the UST
credit line to fund additional expenses related to the sale of the Company.
The Company believes that working capital generated by operations, along with
the remaining availability under the UST line of credit, will continue to
provide sufficient funds to meet CPI's operating cash requirements for the next
twelve months, assuming, in the event the Company is not sold, the expiration
date of the UST line of credit is extended. Further, if the Company is not
sold, the Company would also require credit line advances, or external
financing, to fund material research and development expenditures necessary in
the Lightmaker division. If such funding could not be obtained, the revenues
and future operations of Lightmaker could decline materially.
RESULTS OF OPERATIONS
The following analysis compares the three months ended March 31, 1996,
with the three months ended March 31, 1995.
The Company's revenue for the first quarter of 1996 decreased by 37% as
compared with the corresponding period of the prior year. First quarter sales
revenue decreased by 47% as a result of weaker Lightmaker sales, and a large
sale of dollies and cranes in the first quarter of 1995. Lightmaker sales have
been adversely affected as a result of concerns in the industry about the
future of Lightmaker after the sale of the Company. Lightmaker has also faced
increasingly stiff competition as several competitors have introduced new
electronic ballasts with innovative features. International customers
accounted for 42% of first quarter sales as compared with 23% in the first
quarter of 1995.
First quarter rental revenue decreased by 21% as compared with the
corresponding period of the prior year. The decrease resulted primarily from
the loss during 1995 of two product lines for camera cranes under which the
Company earned revenue through split rental agreements.
- 8 -
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
Cost of sales decreased by 23% from the prior comparable period because
of the decrease in consolidated sales. Cost of rentals decreased by 5% from
the prior comparable period because of decreased split rental expenses.
Selling, general and administrative expense for the first quarter
increased by 9% primarily as a result of increased expenses related to the sale
of the Company, and increased litigation expenses.
Other expense decreased for the first quarter because the Company
recorded a gain on foreign currency exchange as the dollar strengthened against
the deutsche mark, decreasing the cost of products purchased for resale from
Panther GmbH. This gain mostly offset a small amount of interest expense.
The net loss for the first quarter increased to $434,000, from $81,000
in the first quarter of 1995. The net loss per share of common stock increased
to $0.03 per share in 1996 from $0.01 per share in 1995.
Inflation has not had a material impact on the Company's operations to
date, and the Company believes it will not have a material effect on operations
in 1996.
All international sales are denominated and remitted in U.S. dollars,
and all foreign transactions are settled within a short period of time.
Accordingly, the Company does not anticipate that foreign currency fluctuations
will have a material effect on operations in the next twelve months.
Environmental Issues
For a number of years, the Shotmaker division's camera cars have been
unable to meet prescribed vehicle emission standards, and the Company obtained
smog control certificates for its camera cars illegally. In March 1996, the
Company voluntarily disclosed its actions to appropriate state authorities, and
requested an exemption from the vehicle emissions control requirements. The
Company anticipates that it may be required to pay a fine in this matter, but
until such time as the appropriate agencies have had the opportunity to
investigate the matter and discuss it with Company management, the Company can
not reasonably estimate whether such a fine might be material to the Company's
financial position, results of operations, or liquidity. The Company is
hopeful that its camera cars might receive an exemption from the emissions
control requirements.
In the event that the various agencies involved in this matter reach an
unfavorable decision, and the State of California denies an exemption to the
Company, it is possible that as many as five Elite camera cars may have to be
kept out of service. The loss of these five camera cars that can not be
retrofitted could have a material adverse affect on Shotmaker revenues and,
therefore, on the revenues and profits and business prospects of the Company.
In this event the Company would look for alternative means to operate these
vehicles in a legal and appropriate
- 9 -
<PAGE> 10
CAMERA PLATFORMS INTERNATIONAL, INC.
manner. The Company might also consider selling these vehicles to other
geographic areas in which they could be operated legally without emission
control devices.
It is anticipated that the remaining ten camera cars could be
retrofitted with appropriate emissions control devices, and obtain the
necessary smog certificates. The estimated cost of the necessary modifications
to these cars aggregates to approximately $16,000. The retrofit of these
vehicles will adversely affect the ability of the cars to perform their
intended function, and it is uncertain at this time to what extent Shotmaker
results of operations might be affected.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. There were no reports on Form 8-K
for the three months ended March 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMERA PLATFORMS INTERNATIONAL, INC.
Date: May 10, 1996 PHILIP M.PANZERA
------------------------------------
Philip M. Panzera
President
(Principal Financial Officer)
- 10 -
<PAGE> 11
EXHIBIT INDEX
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 198
<SECURITIES> 0
<RECEIVABLES> 335
<ALLOWANCES> 47
<INVENTORY> 394
<CURRENT-ASSETS> 907
<PP&E> 5,672
<DEPRECIATION> 3,767
<TOTAL-ASSETS> 3,012
<CURRENT-LIABILITIES> 1,794
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 1,212
<TOTAL-LIABILITY-AND-EQUITY> 3,012
<SALES> 425
<TOTAL-REVENUES> 792
<CGS> 411
<TOTAL-COSTS> 1,224
<OTHER-EXPENSES> 2
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (434)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (434)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
