<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, 1997
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)
10909 Vanowen Street, North Hollywood, California, 91605
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818) 623-1700
----------------------------------------------------
(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 April 28, 1997.
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 March 31, 1997, and December 31, 1996 3
Condensed Consolidated Statement of Operations for the
Three Months ended March 31, 1997 and 1996 4
Condensed Consolidated Statement of Cash Flows for the
Three Months ended March 31, 1997 and 1996 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 9
Signature Page 9
</TABLE>
- 2 -
<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MARCH 31, December 31,
1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash $ 140,000 $ 181,000
Accounts receivable, less allowance for doubtful accounts
of $6,000 in 1997 and $34,000 in 1996 428,000 283,000
Inventories 183,000 269,000
Prepaid expenses 75,000 82,000
------------ ------------
TOTAL CURRENT ASSETS 826,000 815,000
Property and equipment, net of accumulated depreciation
and a $542,000 rental asset valuation allowance 1,502,000 1,498,000
Deposits and other noncurrent assets 86,000 118,000
------------ ------------
$ 2,414,000 $ 2,431,000
============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 571,000 $ 565,000
Revolving credit facility 249,000 170,000
Customer deposits 14,000 95,000
Other current liabilities 30,000 60,000
------------ ------------
TOTAL CURRENT LIABILITIES 864,000 890,000
Long-term debt, net of current maturities 250,000 250,000
Commitments and contingencies
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 22,792,000 22,792,000
Accumulated deficit (21,498,000) (21,507,000)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 1,300,000 1,291,000
------------ ------------
$ 2,414,000 $ 2,431,000
============================================================================================================
</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, 1997 March 31, 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
- --------
Sales $ 686,000 $ 425,000
Rentals 361,000 367,000
----------- -----------
1,047,000 792,000
----------- -----------
EXPENSES
- --------
Cost of sales 506,000 411,000
Cost of rentals 331,000 363,000
Selling, general and administrative 262,000 450,000
----------- -----------
1,099,000 1,224,000
----------- -----------
Operating loss (52,000) (432,000)
Other income (expense), net 61,000 (2,000)
----------- -----------
NET INCOME (LOSS) $9,000 ($434,000)
=======================================================================================================
NET INCOME (LOSS) PER SHARE OF COMMON STOCK $0.00 ($0.03)
=======================================================================================================
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, 1997 March 31, 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $9,000 ($ 434,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 98,000 116,000
Loss (gain) on sale of equipment (20,000) --
Provision (credit) for doubtful accounts (28,000) (2,000)
Changes in assets and liabilities:
Accounts receivable (117,000) 344,000
Inventories 86,000 30,000
Prepaid expenses 7,000 (4,000)
Deposits and noncurrent assets 32,000 (25,000)
Accounts payable 6,000 (156,000)
Other current liabilities (111,000) (10,000)
- ------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (38,000) (141,000)
- ------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of property and equipment (138,000) (1,000)
Net proceeds from sale of equipment 56,000 --
- ------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (82,000) (1,000)
- ------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from borrowings of short-term debt 79,000 529,000
Principal payment on note payable -- (379,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES 79,000 150,000
- ------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH (41,000) 8,000
- ------------------------------------------------------------------------------------------------------------
Cash at beginning of period 181,000 190,000
- ------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD $ 140,000 $ 198,000
============================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 10,000 $ 1,000
Income taxes -- --
============================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 5 -
<PAGE> 6
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTE 1 -- 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, 1997,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. 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, 1996.
NOTE 2 -- LIQUIDATION OF SUBSIDIARY
As of January 31, 1997, Shotmaker Dollies and Cranes, Inc., (SD&C"), the
Company's wholly owned subsidiary, adopted a tax free plan of liquidation.
Under the plan, all the assets, liabilities and business operations of SD&C
were distributed to the Company. The plan was undertaken primarily to minimize
the additional costs associated with operating two corporate entities, and is
otherwise not expected to have any material impact on the operations of the
Company.
NOTE 3 -- INVENTORIES
<TABLE>
<CAPTION>
March 31, December 31,
--------- ------------
1997 1996
--------- ---------
<S> <C> <C>
Finished goods . . . . . . . . . . . . 183,000 269,000
--------- ---------
$ 183,000 $ 269,000
========= =========
</TABLE>
NOTE 4 -- REVOLVING CREDIT FACILITY
The Company has an $850,000 revolving credit facility with interest at
reference rate plus 4% (effective rate of 12.25 % at March 31, 1997) and
monthly principal reductions of $17,000, maturing October 15, 1997. Advances
under the credit facility totaled $249,000 and $170,000 at March 31, 1997 and
December 31, 1996, and are secured by substantially all the assets of the
Company.
NOTE 5 - LONG TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
March 31, 1997 December 31,1996
-------------- ----------------
<S> <C> <C>
Due to former shareholder, unsecured, interest
accruing at 8.25%, principal and interest due
April 11, 1998, unsecured $250,000 $250,000
</TABLE>
- 6 -
<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTE 6 - CONTINGENCIES
PURCHASE COMMITMENTS
In 1993, the Company entered into a five-year distribution agreement with
Panther GmbH. This agreement may be extended to eight years if certain
conditions are met at the end of the distribution term and subsequent annual
extension periods. Pursuant to the agreement, the Company has been granted
exclusive distribution rights for all Panther products in North and South
America. The distribution agreement has certain minimum purchase requirements.
The Company has met its minimum purchase commitments under the agreement. The
minimum purchase commitment for 1997 is DM 1,200,000 ($706,000).
CONTINGENCIES RELATED TO ENVIRONMENTAL ISSUES
In previous years, the Company reported that the Shotmaker division's camera
cars, fifteen of which are currently in operation, were unable to meet vehicle
emission standards. As of March 31, 1997, with the exception of one camera
car on long term lease in Japan, all the Company's cars were retrofitted to
meet all state and federal emissions requirements. The retrofitting was
accomplished without jeopardizing any of the operational features of the
vehicles.
NOTE 7 - FORMATION OF NEW SUBSIDIARY
On March 7, 1997, the Company formed a new wholly-owned subsidiary, Shotmaker
Dollies, Inc. to, among other activities, introduce a new line of hydraulic
dollies which are yet to be sold or leased.
- 7 -
<PAGE> 8
CAMERA PLATFORMS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
LIQUIDITY AND CAPITAL RESOURCES
In October, 1996, the Company obtained a line of credit from Foothill
Capital Corporation in the amount of $850,000 (the "Foothill Credit Line").
The Foothill Credit Line has a term of one year and operates as a revolving
line of credit. The Foothill Credit Line requires monthly principal pay downs
in the amount of $17,000, together with a monthly interest payment, all of
which were current at March 31, 1997.
The Company had outstanding balances under the Foothill Credit Line of
$249,000 and $179,000 as of March 31, 1997 and December 31, 1996, respectively.
The Company's operations are providing sufficient cash flow to meet
current operating requirements. The Company believes that working capital
generated by operations, along with the remaining availability under the
Foothill Credit Line or a successor credit line, will continue to provide
sufficient funds to meet the Company's operating cash requirements for the next
twelve months. Based on the Company's performance as of March 31, 1997, the
Company believes that it will not have difficulty either renewing the Foothill
Credit Line or obtaining a comparable line of credit from another lending
institution on similar or more favorable terms.
RESULTS OF OPERATIONS
The following analysis compares the three months ended March 31, 1997,
with the three months ended March 31, 1996.
The Company's revenue for the first quarter of 1997 increased by 32% as
compared with the corresponding period of the prior year. First quarter sales
revenue increased by 61% as a result of strong sales of Panther dollies and
cranes, and sales of the new Scorpio remote head. Cost of sales increased by
only 23% from the prior comparable period, resulting in a 1200% increase in the
gross margin on sales. The higher gross margin on sales is attributable to the
inclusion in the prior period of ballast sales from the unprofitable Lightmaker
division, which was sold in December, 1996. The remaining ballast inventory
was sold during the first quarter of 1997 at very low margins, but this was far
offset by the strong margins maintained on the dolly, crane and remote head
sales.
First quarter rental revenue was 98% of the corresponding period of the
prior year, but cost of rentals decreased by 9%. This was primarily
attributable to lower overhead expenses, including lower depreciation as some
assets have become fully depreciated, and slightly higher rental rates.
Selling, general and administrative expense for the first quarter
decreased by 42%. This is due primarily to high professional fees in the prior
period associated with the sale of the Company, a reduction in costs in the
current period associated with the sale of the Lightmaker division, and lower
- 8 -
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
advertising and travel and entertainment expenses in the current period.
Other income reported for the current quarter was primarily associated
with the one-time sale of certain crab-to-steer technology developed by the
Company to Panther GmbH, increased by strong foreign currency translation gains
and offset by higher interest expense.
The net income for the first quarter was $9,000 compared with a
$434,000 loss in the first quarter of 1996. The net income (loss) per share of
common stock decreased from a $0.03 loss per share in the first quarter of 1996
to $0.00 in first quarter of 1997.
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 1997.
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.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. The Company filed a report on Form
8-K dated January 22, 1997 disclosing the engagement of Grant Thornton
LLP as its independent auditors for the fiscal year ending December 31,
1996, to replace Ernst & Young, LLP. No financial statements were
included in the filing.
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.
/s/ ROY ATLAS
-------------------------------------
Date: April 28, 1997 Roy Atlas
President and Chief Operating Officer
/s/ RONALD J. RIDDLE
-------------------------------------
Date: April 28, 1997 Ronald J. Riddle
Chief Financial Officer
- 9 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, THE CONSOLIDATED STATEMENTS OF INCOME AND THE
CONSOLIDATED STATEMENTS OF CASH FLOW AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 140
<SECURITIES> 0
<RECEIVABLES> 434
<ALLOWANCES> 6
<INVENTORY> 183
<CURRENT-ASSETS> 826
<PP&E> 4,779
<DEPRECIATION> 3,277
<TOTAL-ASSETS> 2,414
<CURRENT-LIABILITIES> 864
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 22,792
<TOTAL-LIABILITY-AND-EQUITY> 2,414
<SALES> 686
<TOTAL-REVENUES> 1,047
<CGS> 506
<TOTAL-COSTS> 1,126
<OTHER-EXPENSES> (9)
<LOSS-PROVISION> (28)
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> (52)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 61
<CHANGES> 0
<NET-INCOME> 9
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
