<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 SEPTEMBER 30, 2000
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.
(Debtor-in-possession as of October 25, 1999)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4024550
---------------------- ----------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
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 November 10, 2000.
<TABLE>
<S> <C> <C>
Common Stock $.0005 par value 13,768,228
----------------------------- --------------
(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 September 30, 2000, and December 31, 1999 3
Condensed Consolidated Statement of Operations for the
Three Months ended September 30, 2000 and 1999, and
the Nine Months ended September 30, 2000 and 1999 4
Condensed Consolidated Statement of Cash Flows for the
Nine Months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Unaudited Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Signature Page 12
</TABLE>
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<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
SEPTEMBER 30, December 31,
2000 1999
(Audited)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 82,000 $ 9,000
Accounts receivable, less allowance for doubtful accounts
of $5,000 in 2000 and $5,000 in 1999 82,000 102,000
Current maturities of net investment in sales-type lease
and installment sale 34,000
Inventories 108,000 108,000
Prepaid expenses 97,000 115,000
------------ ------------
TOTAL CURRENT ASSETS 369,000 368,000
Property and equipment, net of accumulated depreciation,
amortization and rental asset valuation allowance 1,120,000 1,593,000
Deposits and other assets 20,000 10,000
------------ ------------
TOTAL ASSETS $ 1,509,000 $ 1,971,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 6,000 8,000
Accrued liabilities 152,000 267,000
Deferred revenue 60,000 6,000
------------ ------------
TOTAL CURRENT LIABILITIES 218,000 281,000
------------ ------------
LONG TERM DEBT 1,500,000 1,500,000
LIABILITIES SUBJECT TO COMPROMISE 5,052,000 5,073,000
COMMITMENTS AND CONTINGENCIES, NOTE 2 AND 7
SHAREHOLDERS' DEFICIT
Common stock--$.0005 par value; 15,000,000 shares authorized; shares
issued and outstanding: 13,768,228 in 2000 and 1999 7,000 7,000
Additional paid-in capital 23,549,000 23,549,000
Accumulated deficit (28,817,000) (28,439,000)
------------ ------------
TOTAL SHAREHOLDERS' DEFICIT (5,261,000) (4,883,000)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 1,509,000 $ 1,971,000
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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<PAGE> 4
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 6,000 $ 155,000 $ 9,000 $ 447,000
Rentals 246,000 344,000 787,000 945,000
------------ ------------ ------------ ------------
252,000 499,000 796,000 1,392,000
------------ ------------ ------------ ------------
EXPENSES
Cost of sales 94,000 1,000 245,000
Cost of rentals 321,000 334,000 924,000 1,060,000
Selling, general and administrative 93,000 175,000 278,000 706,000
------------ ------------ ------------ ------------
414,000 603,000 1,203,000 2,011,000
------------ ------------ ------------ ------------
Operating (loss) (162,000) (104,000) (407,000) (619,000)
Interest expense, net (41,000) 140,000 (127,000) 430,000
Other income (expense), net 199,000 28,000 156,000 73,000
Net operating loss (gain) from
discontinued operations (50,000) 2,000
------------ ------------ ------------ ------------
158,000 62,000 29,000 359,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (4,000) $ (166,000) $ (378,000) $ (978,000)
================================================================================================================
NET INCOME (LOSS)
PER SHARE OF COMMON STOCK $ (0.00) $ (0.02) $ (0.03) $ (0.07)
================================================================================================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 13,768,228 13,768,228 13,768,228 13,768,228
================================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-4-
<PAGE> 5
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Nine months ended September 30, 2000 September 30, 1999
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(378,000) $(978,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 473,000 504,000
Liabilities subject to compromise (21,000) (42,000)
Provision (credit) for doubtful accounts (82,000)
Changes in assets and liabilities:
Accounts receivable 20,000 145,000
Net investment in lease and installment sale 34,000 143,000
Prepaid expenses 18,000 (22,000)
Deposits and noncurrent assets (10,000) 34,000
Accounts payable (2,000) (69,000)
Other current liabilities (121,000) 121,000
-------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 13,000 (246,000)
-------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from sale of equipment 206,000
-------------------------------------------------------------------------------------------------------
NET CASH (USED IN) INVESTING ACTIVITIES 206,000
-------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from borrowings of short-term debt 153,000 28,000
Principal payments on short term debt (93,000)
Proceeds on borrowing of long-term debt
Principal payments on long-term debt (4,000)
Proceeds from issuance of common stock 2,000
-------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 60,000 26,000
-------------------------------------------------------------------------------------------------------
NET (DECREASE) IN CASH 73,000 (14,000)
CASH AT BEGINNING OF YEAR 9,000 26,000
CASH AT END OF PERIOD $ 82,000 $ 12,000
=======================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 127,000 $ 241,000
Income taxes
=======================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-5-
<PAGE> 6
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 nine month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-K/A for the year ended December 31, 1999.
NOTE 2 - PROCEEDINGS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
On September 24, 1999, Camera Platforms International, Inc. was served with a
notice by the clerk of the United States Bankruptcy Court that, on September 17,
1999, a petition under Title 11, United States Code, was filed against the
Company praying for an order for relief under Title 11, Chapter 7 or 11 of the
United States Code.
On October 14, 1999, the Company filed an answer to the court in the form of a
Debtor's Consent to Entry of an Order for Relief Under Chapter 11 of Title 11 of
the United States Code, and such an entry was ordered by the United States
Bankruptcy Court, Central District of California, San Fernando Valley Division
("Bankruptcy Court"), on October 25, 1999, under case number 99-20947 GM
("Bankruptcy Case"). On February 21, 2000, the Company filed a reorganization
plan. On June 13, 2000, in the Bankruptcy Court, an order was entered confirming
the Company's Second Amended Plan of Reorganization ("the Plan").
In accordance with the Plan:
1. Administrative Claims will be paid, at the option of each such holder in
cash equal to the amount of such claim or one share of the Company's new
common stock for each $0.25 in approved administrative claims.
2. Tax liabilities will be paid over a six-year period in equal quarterly
payments.
3. DOOFF, LLC, the successor in interest to Foothill, the Company's secured
lender, shall retain its security interest in all pre-petition
collateral, which included, without limitation, all the Company's
accounts receivable, inventory, equipment and all tangible and intangible
assets. The loan of $1,500,000 will be all due and payable in ten years
with interest only payments due monthly at the reference rate plus 2% per
annum, commencing the first month immediately following the effective
date of reorganization.
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<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
4. All unsecured creditors will receive one share of new common stock for
each two dollars of their approved claim.
5. Existing common shareholder SAC will transfer ownership representing
4,000,000 shares of the Company's common stock to DOOFF, LLC, the
Company's secured lender.
6. DOOFF, LLC will be issued new common stock such that it will own 49.9% of
the then outstanding stock of the Company.
7. The remaining existing shareholders will retain their shares. Their
interests will be diluted by the shares issued to the unsecured creditors
and to the Company's secured creditor.
NOTE 3 -- INVENTORIES
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Work in process .............. 320,000
Finished goods ............... 108,000 501,000
-------- --------
$108,000 $821,000
</TABLE>
NOTE 4 -- PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ -----------
<S> <C> <C>
Rental equipment ........................................... $6,262,000 $6,313,000
Machinery and equipment .................................... 355,000 340,000
Leasehold improvements ..................................... 63,000 63,000
Furniture and fixtures ..................................... 62,000 77,000
Automobiles and trucks ..................................... 119,000 119,000
---------- ----------
$6,861,000 $6,912,000
Less accumulated depreciation and amortization ............. 5,199,000 4,394,000
Less rental asset valuation allowance ...................... 542,000 542,000
---------- ----------
$1,120,000 $1,976,000
</TABLE>
NOTE 5 -- LIABILITIES SUBJECT TO COMPROMISE
Liabilities subject to compromise refer to liabilities incurred prior to the
commencement of the Chapter 11 case. These liabilities consist primarily of
amounts outstanding under long-term debt, and also include accounts payable,
accrued interest, customer deposits and other accrued expenses. These amounts
represent the Company's best estimate of known or potential claims to be
resolved in connection with the Chapter 11 Case. Such claims remain subject to
future adjustment based on negotiations, actions of the Bankruptcy Court,
further development with respect to disputed claims, future rejection of
additional executory contracts or expired leases, determination as to the value
of any collateral securing claims or other events. Payment terms for these
amounts, which are considered long-term liabilities at this time, will be
established in connection with the Chapter 11 Case.
-7-
<PAGE> 8
CAMERA PLATFORMS INTERNATIONAL, INC.
The principal categories of claims classified as liabilities subject to
compromise under reorganization proceedings are identified below.
<TABLE>
<CAPTION>
September 30, 2000
------------------
<S> <C>
Accounts payable $ 1,120,000
Customer deposits 51,000
Accrued expenses 442,000
Long-term debt 3,439,000
---------
$ 5,052,000
</TABLE>
NOTE 6 -- BORROWINGS
On March 8, 2000, a hearing was held on a debtor's emergency motion to approve
debtor-in-possession ("DIP") financing to allow the Company to meet immediate
working capital requirements. The motion was granted by Judge Mund in an amount
not to exceed $250,000. The financing was being provided by DOOFF, LLC, the
Company's secured lender. The balance outstanding at September 30, 2000 was
$60,000, bearing interest at 10%.
NOTE 7 -- LITIGATION
All pending litigation was subject to an automatic stay as a result of the
bankruptcy filing (Note 2).
Based upon negotiation, adjudication or other action by the Bankruptcy Court,
amounts with respect to disputed claims may increase the amounts of liabilities
subject to compromise recorded by the Company. Amounts past due which have been
subject to litigation are included in the amounts recorded as of September 30,
2000.
NOTE 8 -- INCOME TAXES
The Company utilizes the liability method to account for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws expected to apply when the
differences are expected to reverse.
At September 30, 2000, the Company had net operating loss carry forwards of
approximately $28 million for federal tax purposes, which expire from 2000 to
2020. Because of statutory ownership changes, the amount of net operating losses
which may be utilized in future years is subject to significant annual
limitations. The Company has California net operating loss carry forwards of
approximately $3.5 million for tax purposes, which expire from 2000 to 2004. The
Company also has federal research and development credits of approximately
$64,000, expiring in
-8-
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
2001 and 2002, which may be used to offset future tax liabilities. At September
30, 2000, total deferred tax assets, consisting principally of net operating
loss carry forwards, amounted to approximately $10 million. For financial
reporting purposes, a valuation allowance has been recognized in an amount equal
to such deferred tax assets due to the uncertainty surrounding their ultimate
realization.
The effective tax rate differs from the U.S. Federal statutory rate principally
due to the valuation allowance recognized due to the uncertainty surrounding the
ultimate realization of deferred tax assets.
The tax loss carryforwards are subject to the limitations set forth in the
Internal Revenue Code.
-9-
<PAGE> 10
CAMERA PLATFORMS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
This Quarterly Report on Form 10-Q includes certain forward-looking
statements based upon management's beliefs, as well as assumptions made by and
data currently available to management. This information has been, or in the
future, may be included in reliance on the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to a number of risks and uncertainties.
Actual results may differ materially from those anticipated in any such
forward-looking statements. The Company undertakes no obligation to update or
revise any forward-looking statements to reflect subsequent events or
circumstances.
LIQUIDITY AND CAPITAL RESOURCES
The Company has secured a $250,000 line of credit from its secured
lender, DOOFF, LLC. Management believes that this financing, together with
improved operating results, lower legal costs from the completion of its
Bankruptcy proceedings, and reductions in liabilities through the adoption of
its plan of reorganization by the Bankruptcy Court will allow the Company to
meet its obligations as they become due.
RESULTS OF OPERATIONS
The following analysis compares the three months ended September 30,
2000, with the three months ended September 30, 1999, and the nine months ended
September 30, 2000, with the nine months ended September 30, 1999.
Third quarter 2000 results compared with third quarter 1999
The Company's revenue for the third quarter decreased by 49% compared
with the same period of 1999. Camera car rentals were down 6%. Dolly and crane
rentals decreased almost 48%. Akela crane rentals decreased 54%.
Dolly, crane and accessory sales revenues decreased 95% from third
quarter of 1999.
The gross margin increased 2% in 2000, due to elimination of negative
sales.
-10-
<PAGE> 11
CAMERA PLATFORMS INTERNATIONAL, INC.
Selling expenses decreased 50%, and general and administrative expenses
decreased approximately 46% over the same quarter of 1999, due primarily to
staff reductions.
The net loss for the quarter was $4,000 compared with a loss of $166,000
for the same period of 1999.
Nine months ended September 30, 2000 compared with nine months ended
September 30, 1999
The Company's year-to-date revenues were 437% lower that in 1999. Dolly
and crane rentals decreased 33% from the prior year. Akela crane revenues
decreased 22% from the previous year. Camera car rentals decreased 7% and sales
revenues were down 98%.
Cost of camera car rentals decreased 19% in 2000 versus the same period
in 1999. The lower revenues were offset by departmental personnel and cost
reductions. Cost of dolly and crane rentals decreased 18% in 2000 versus the
same period in 1999.
Selling expenses were 51% lower than the same period in 1999. General and
administrative expenses decreased by 61%, reflecting a substantial reduction in
payroll and payroll-related expenses, together with reduced legal fees.
Interest expense decreased from $431,000 in 1999 to $127,000 in 2000.
The year-to-date loss of $378,000 compares favorably with the $978,000
loss experienced by the Company for the first nine months of 1999.
International Sales
International sales are not a material component of the Company's total
revenues.
Inflation
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.
-11-
<PAGE> 12
CAMERA PLATFORMS INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 1. Litigation.
All pending litigation was subject to an automatic stay as a result of the
Chapter 11 filing. Based upon negotiation, adjudication or other action by the
Bankruptcy Court, amounts with respect to disputed claims may increase the
amounts of liabilities subject to compromise recorded by the Company.
Item 6. Exhibits and Reports on Form 8-K.
The Company filed no reports on Form 8-k during the quarter ended September 30,
2000.
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/ Martin Perellis
---------------------------------------------
Date: November 10, 2000 Martin Perellis
President
Date: November 10, 2000
/s/ Ronald J. Riddle
---------------------------------------------
Ronald Riddle
Chief Operating Officer and Chief Financial
Officer
-12-
