<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 JUNE 30, 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)
Delaware 95-4024550
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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 August 9, 1996.
Common Stock $.0005 par value 12,418,228
----------------------------- ------------------
(Class) (Number of shares)
<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 June 30, 1996, and December 31, 1995 3
Condensed Consolidated Statement of Operations for the
Three Months ended June 30, 1996 and 1995, and the
Six Months ended June 30, 1996 and 1995 4
Condensed Consolidated Statement of Cash Flows for the
Six Months ended June 30, 1996 and 1995 5
Notes to Condensed Consolidated Unaudited 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>
- --------------------------------------------------------------------------------------------------------------
JUNE 30, December 31,
1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 117,000 $ 190,000
Accounts receivable, less allowance for doubtful accounts
of $18,000 in 1996 and $49,000 in 1995 226,000 630,000
Inventories 452,000 424,000
Prepaid expenses 21,000 23,000
----------- ------------
TOTAL CURRENT ASSETS 816,000 1,267,000
Property and equipment, net of accumulated depreciation
and a $542,000 rental asset valuation allowance 1,754,000 2,020,000
Deposits 116,000 131,000
Other noncurrent assets 49,000 44,000
----------- ------------
$ 2,735,000 $ 3,462,000
============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 449,000 $ 513,000
Notes payable to related party 1,246,000 600,000
Note payable, net of unamortized discount of $18,000 -- 382,000
Accrued interest payable to related party 235,000 235,000
Other current liabilities 70,000 80,000
--------- -----------
TOTAL CURRENT LIABILITIES 2,000,000 1,810,000
SHAREHOLDERS' EQUITY
Common stock--$.0005 par value; 15,000,000 shares authorized; shares
issued and outstanding: 12,418,228 in 1996 and 1995 6,000 6,000
Additional paid-in capital 21,270,000 21,270,000
Accumulated deficit (20,541,000) (19,624,000)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 735,000 1,652,000
----------- -----------
$ 2,735,000 $ 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 June 30, Six months ended June 30,
1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
- --------
Sales $ 425,000 $ 541,000 $ 851,000 $1,343,000
Rentals 354,000 507,000 721,000 971,000
----------- ----------- ----------- -----------
779,000 1,048,000 1,572,000 2,314,000
----------- ----------- ----------- -----------
EXPENSES
- --------
Cost of sales 380,000 374,000 791,000 907,000
Cost of rentals 356,000 395,000 719,000 777,000
Selling, general and administrative 528,000 553,000 979,000 963,000
----------- ----------- ----------- -----------
1,264,000 1,322,000 2,489,000 2,647,000
----------- ----------- ----------- -----------
Operating loss (485,000) (274,000) (917,000) (333,000)
Foreign currency exchange gain (loss) 3,000 (12,000) 17,000 (23,000)
Other expense (1,000) (4,000) (17,000) (15,000)
----------- ----------- ----------- -----------
NET LOSS ($ 483,000) ($ 290,000) ($ 917,000) ($ 371,000)
==============================================================================================================
NET LOSS PER SHARE OF COMMON STOCK ($0.04) ($0.02) ($0.07) ($0.03)
==============================================================================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 12,418,228 12,418,228 12,418,228 12,418,228
==============================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 4 -
<PAGE> 5
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Six months ended JUNE 30, 1996 June 30, 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ($ 917,000) ($ 371,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 207,000 260,000
Gain on sale of equipment -- (4,000)
Provision (credit) for doubtful accounts (31,000) (10,000)
Changes in assets and liabilities:
Accounts receivable 435,000 (97,000)
Inventories (28,000) 96,000
Prepaid expenses 2,000 5,000
Deposits and noncurrent assets 10,000 90,000
Accounts payable (64,000) (4,000)
Accrued interest payable -- 3,000
Other current liabilities (10,000) 4,000
- --------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (396,000) (28,000)
- --------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of property and equipment (11,000) (55,000)
Proceeds from sale of equipment 67,000 4,000
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 56,000 (51,000)
- --------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from borrowings of short-term debt 646,000 400,000
Principal payment on note payable (379,000) (200,000)
- --------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 267,000 200,000
- --------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH (73,000) 121,000
Cash at beginning of year 190,000 41,000
- --------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD $ 117,000 $ 162,000
==============================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 19,000 $ 1,000
Income taxes 2,000 2,000
==============================================================================================================
</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.
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 six month period ended June 30, 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>
June 30, December 31,
1996 1995
------------ --------------
<S> <C> <C>
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . $ 199,000 $ 158,000
Finished goods . . . . . . . . . . . . . . . . . . . . . . . 253,000 266,000
---------- ----------
$ 452,000 $ 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 June 30, 1996, the Company had drawn $1,246,000 under the line of
credit. At August 9, 1996, the Company has drawn $1,296,000 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 both payments and retire the note. The 1997 payment, remitted one
year early, was discounted at 12% to $179,000.
- 6 -
<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
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>
June 30, December 31,
1996 1995
------------ --------------
<S> <C> <C>
Carrying value of rental equipment . . . . . . . . . . . . . . . $5,017,000 $5,078,000
Less accumulated depreciation . . . . . . . . . . . . . . . . . . 2,789,000 2,590,000
Less rental asset valuation allowance . . . . . . . . . . . . . . 542,000 542,000
----------- -----------
$1,686,000 $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. The
Company is continuing its efforts, in conjunction with state authorities, to
bring its camera cars into compliance with all applicable laws and regulations.
The Company is hopeful that it will receive final approval from the state for a
corrective procedure which will allow the vehicles to be brought into full
compliance for an estimated expenditure of $60,000.
Since April 1, 1996, the Company has had one camera car out of service
because it cannot be properly registered, and two other camera cars which are
registered, but cannot legally operate within the State of California. The
loss of revenue from these three cars was the primary reason for a $52,000
decline in Shotmaker rental revenue during the second quarter. Once the
problem is resolved, the Company believes there will be no residual effect on
the operations of its Shotmaker division, but no assurances can be given at
this time that the Company's current efforts to resolve the problem will be
successful.
- 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 June 30, 1996, the Company had drawn $1,246,000 under the line of
credit. At August 9, 1996, the Company has drawn $1,296,000 under the line of
credit. If the contem-plated sale of the Company does not close, the Company
will seek to extend the expiration date of the UST line of credit.
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 June 30, 1996,
with the three months ended June 30, 1995, and the six months ended June 30,
1996, with the six months ended June 30, 1995.
The Company's revenue for the second quarter and first six months of
1996 decreased by 26% and 32%, respectively, as compared with the corresponding
periods of the prior year. Second quarter and year-to-date sales revenue
decreased by 21% and 37%, respectively, 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 45% of sales for the second
quarter, as compared with 22% in the second quarter of 1995. Year- to-date,
international customers accounted for 44% of sales, as compared with 23% in the
corresponding period of 1995. The percentage of international sales has
increased during 1996 as a result of weaker domestic sales of Lightmaker
ballasts.
- 8 -
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
Rental revenue for the second quarter and six months decreased by 30%
and 26%, respectively, as compared with the corresponding periods in the prior
year. These decreases resulted from the loss of two product lines for camera
cranes under which the Company earned revenue through split rental agreements,
and the loss of revenue from three camera cars which are not in compliance with
emission control requirements.
Cost of sales increased by 2% in the second quarter primarily because
of reduced margins from the sale of used rental equipment for book value. Cost
of sales decreased by 13% year-to-date primarily as a result of the decrease in
sales volume. Cost of rentals decreased by 10% in the second quarter, and 7%
year-to-date, primarily because of the respective decreases in rental revenue.
Selling, general and administrative expense decreased by 5% in the
second quarter because of reduced salaries and commissions in Lightmaker.
Selling, general and administrative expense increased by 2% year-to-date
because of increases in advertising expense and professional fees.
Foreign currency exchange losses during 1995 changed into modest gains
in 1996 as the dollar strengthened against the deutsche mark, decreasing the
cost of products purchased for resale from Panther GmbH. Other expense
remained relatively stable from the corresponding periods of the prior year.
The Company's net loss increased by $193,000 (67%) in the second
quarter, and $546,000 (147%) year-to-date. The net loss per share for the
quarter increased from $0.02 to $0.04, and the net loss per share for the six
months increased from $0.03 to $0.07.
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 the next twelve months.
All international sales are denominated and remitted in U.S. dollars,
and foreign transactions are generally 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. The
Company is continuing its efforts, in conjunction with state authorities, to
bring its camera cars into compliance with all applicable laws and regulations.
The Company is hopeful that it will receive final approval from the state for a
corrective procedure which will allow the vehicles to be brought into full
compliance for an estimated expenditure of $60,000.
- 9 -
<PAGE> 10
CAMERA PLATFORMS INTERNATIONAL, INC.
Since April 1, 1996, the Company has had one camera car out of service
because it cannot be properly registered, and two other camera cars which are
registered, but cannot legally operate within the State of California. The
loss of revenue from these three cars was the primary reason for a $52,000
decline in Shotmaker rental revenue during the second quarter. Once the
problem is resolved, the Company believes there will be no residual effect on
the operations of its Shotmaker division, but no assurances can be given at
this time that the Company's current efforts to resolve the problem will be
successful.
PART II - OTHER INFORMATION
Item 1. Litigation. On August 9, 1996, the Company was served with a complaint
in an action entitled Fred Neva et al. v. Camera Platforms
International, Inc., et al., which was filed in the United States
District Court, District of Minnesota, 4th Division (Case Number 4-96
Civ. 776). The complaint is filed by a number of shareholders of the
Company against the Company, its officers and directors, and certain of
its former officers and directors. The complaint alleges that (i) the
officers and directors of the Company mismanaged the Company and
breached their fiduciary duty to the Company and its shareholders; (ii)
the Company has violated Section 10(b) and Rule 10(b)(5) under the
Securities Exchange Act of 1934 by making false representations
concerning the Company's stock, and (iii) the officers and directors
breached their duty of care to the Company by paying excessive
compensation to the Company's officers. The complaint seeks unspecified
damages in excess of $50,000 on each of the three counts, plus costs,
disbursements and attorneys' fees.
Item 6. Exhibits and Reports on Form 8-K. There were no reports on Form 8-K
for the three months ended June 30, 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: August 9, 1996 PHILIP M. PANZERA
------------------------------------
Philip M. Panzera
President
(Principal Financial Officer)
- 10 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AND OPERATIONS FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE SECOND QUARTER OF 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 117,000
<SECURITIES> 0
<RECEIVABLES> 244,000
<ALLOWANCES> 18,000
<INVENTORY> 452,000
<CURRENT-ASSETS> 816,000
<PP&E> 5,017,000
<DEPRECIATION> 2,789,000
<TOTAL-ASSETS> 2,735,000
<CURRENT-LIABILITIES> 2,000,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 21,270,000
<TOTAL-LIABILITY-AND-EQUITY> 2,735,000
<SALES> 425,000
<TOTAL-REVENUES> 779,000
<CGS> 380,000
<TOTAL-COSTS> 1,264,000
<OTHER-EXPENSES> 2,000
<LOSS-PROVISION> 18,000
<INTEREST-EXPENSE> 19,000
<INCOME-PRETAX> (483,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (483,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (483,000)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
