U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
Commission file number 0-19721
THE CLASSICA GROUP, INC.
(Formerly Saratoga Brands Inc.)
(Exact name of small business issuer as specified in its charter)
New York 13-3413467
(State or other jurisdiction of (IRS Employer identification no.)
incorporation or organization)
1835 Swarthmore Avenue, Lakewood, New Jersey 08701
(Address of principal executive offices)
(732) 363-3800
(Issuer's telephone number)
---------------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 .....
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d)of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes .......No .......
APPLICABLE ONLY TO CORPORATE ISSUERS
Number of shares outstanding of each of the issuer's classes of common
equity as of October 30, 1999
Title of Each Class Number of Shares Outstanding
Common Stock, $.001 par value per 1,009,333 share
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
Consolidated Balance Sheet (Unaudited)
September 30, 1999
ASSETS
Current Assets:
Cash and cash equivalents $114,272
Accounts receivable-net of allowance for
doubtful accounts of $107,555 1,246,579
Inventories 545,895
Prepaid expenses and other current assets 269,077
------------
Total current assets 2,175,823
Fixed Assets - net 3,276,452
Other assets 570,030
Intangible assets - net 1,073,413
Excess of cost over fair value of assets acquired - net 225,000
------------
TOTAL ASSETS $7,320,718
============
See notes to the consolidated financial statements (unaudited).
2
<PAGE>
THE CLASSICA GROUP, INC.AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
Consolidated Balance Sheet (Unaudited) (continued)
September 30, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses $1,791,238
Current portion of long-term debt 337,020
Current portion of capital lease obligations 134,090
------------
Total current liabilities 2,262,348
Long-term debt 675,000
Capital lease obligations 355,909
------------
Total liabilities 3,293,257
------------
STOCKHOLDERS' EQUITY
Preferred stock 397,898
Class A participating convertible preferred shares,
$1 par value, stated at liquidation value, authorized
200 shares of which 16.5 shares are issued and outstanding.
Common stock 1,009
Par value $.001 - 25,000,000 shares authorized,
1,009,333 shares issued and outstanding
Additional paid-in-capital 525,114
Retained Earnings Since April 1, 1997 3,103,440
------------
Total Stockholders' Equity 4,027,461
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,320,718
============
See notes to the consolidated financial statements (Unaudited).
3
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
Consolidated Statements of Income (Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------------------------------------------------
Net sales $3,142,161 $3,361,014 $9,157,156 $10,205,998
Cost of sales 2,210,066 2,361,293 6,441,192 7,171,527
------------------------------------------------------
Gross profit 932,095 999,721 2,715,964 3,034,471
Selling, general and
administrative expenses 716,387 568,436 2,106,636 2,014,153
Loss on abandoned operation - - 52,866 -
------------------------------------------------------
Income from Operations 215,708 431,285 556,462 1,020,318
Interest expense - net 77,652 48,434 217,867 168,914
------------------------------------------------------
Income before taxes 138,056 382,851 338,595 851,404
Income tax provision 21,600 - 38,600 -
------------------------------------------------------
Net Income $116,456 $382,851 $299,995 $851,404
======================================================
EARNINGS PER COMMON SHARE
BASIC & DILUTED
Net Income $0.12 $0.39 $0.30 $0.88
======================================================
Basic weighted average
shares used in computation 1,009,333 970,867 1,009,333 967,415
Diluted weighted average
shares used in computation 1,009,333 990,934 1,009,333 972,177
See notes to the consolidated financial statements (Unaudited).
4
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months
Ended September 30,
----------------------
1999 1998
----------------------
Cash Flows from operating activities:
Net income $299,995 $851,404
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 354,369 283,751
Provision for losses on accounts receivable 27,000 (125)
(Increase)in accounts receivable (356,180) (422,128)
(Increase) in inventories (53,057) (67,507)
(Increase) in prepaid expenses and other assets (193,614) (158,886)
Increase (decrease) in accounts payable and
accrued expenses 428,523 (459,516)
----------------------
Net cash provided by operating activities 507,036 26,993
----------------------
Cash flows from investing activities:
Purchase of fixed assets (405,653) (195,050)
Redemption of investment - 80,285
Decrease in other assets 17,383 24,544
----------------------
Net cash used in investing activities (388,270) (90,221)
----------------------
Cash flows from financing activities:
Proceeds of long-term debt 200,000 750,000
Repayment of long-term debt (612,336) (497,416)
Purchase and retirement of treasury stock - (5,080)
Proceeds of capital leases 371,235 -
Repayment of capital leases (71,750) (87,571)
----------------------
Net cash provided by financing activities (112,851) 159,933
----------------------
Increase in cash 5,915 96,705
Cash at beginning of period 108,357 228,945
----------------------
Cash at end of period $114,272 $325,650
======================
Supplemental disclosure of cash flows information:
Interest paid $224,827 $161,372
======================
See notes to the consolidated financial statements (Unaudited).
5
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION
On August 24, 1999 the shareholders of Saratoga Brands Inc. approved a
change of its name to The Classica Group, Inc., ("the Company"). The Company,
through its Cucina Classica Italiana, Inc. ("CCI") subsidiary, located in
Lakewood, New Jersey, imports and produces under license Italian specialty
cheese and other premium specialty foods and distributes them nationwide. The
Company's Mobile Caterers, Inc. ("Mobile") subsidiary, located in West Warwick,
Rhode Island, is a food processor and distributor that services mobile caterers,
commissaries and vending accounts throughout New England.
The unaudited consolidated financial statements included herein have been
prepared by the Company in accordance with the same accounting principles
followed in the presentation of the Company's annual financial statements for
the year ended December 31, 1998, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments that are of a normal and recurring nature and are necessary to
fairly present the results of operations, the financial position and cash flows
of the Company have been made on a consistent basis. This report should be read
in conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB Annual Report for the year ended December 31, 1998.
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. In consolidation all material inter company
balances are eliminated.
Income taxes for the interim period are based on the estimated effective
tax rate expected to be applicable for the full fiscal year. The Company has
recorded a full valuation allowance related to the deferred tax asset at
September 30, 1999.
Certain reclassifications have been made to the prior period's financial
statements to conform to the current period's presentation.
NOTE 2 -- PER SHARE DATA
The per share data has been calculated using the weighted average number of
Common Shares outstanding during each period presented on both a basic and
diluted basis in accordance with SFAS 128. Certain outstanding options and
warrants have been excluded from the computation due to their antidilutive
effect. In determining whether options and warrants were dilutive, the average
market value of the Company's common stock for the period from the date of grant
through the end of the year was compared to the exercise price most favorable to
the option or warrant holder. The financial statements reflect share amounts
after having given effect to a reverse stock split of 1:5, which became
effective October 6, 1999.
6
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 3 -- FIXED ASSETS
Depreciation and amortization is computed utilizing the straight-line
method over the estimated useful lives of the related assets as follows:
Fixed Assets 5 to 37.5 years
Identifiable Intangible Assets 5 to 15 years
The Company will assess the recoverability of fixed assets and intangible
assets based on existing facts and circumstances and projected earnings before
interest, depreciation and amortization on an undiscounted basis. Should the
Company's assessment indicate impairment an appropriate write-down will be
recorded.
The Company assesses the recoverability of goodwill at each reporting
period based on existing facts and circumstances and projected earnings before
interest, depreciation and amortization on an undiscounted basis. Should the
Company's assessment indicate an impairment, an appropriate write-down will be
recorded.
Fixed assets consists of the following at September 30, 1999:
Useful Life
-------------
Land $611,007
Buildings 1,394,402 37.5 years
Furniture & equipment 1,291,070 5 - 10 years
Vehicles 511,419 5 - 7 years
Leasehold improvements 45,401 5 years
Capital leases 360,402
--------------
Total Cost 4,213,701
Less accumulated depreciation and
amortization ( 937,249)
==============
Fixed assets - net $3,276,452
==============
7
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 4 -- LONG-TERM DEBT
Long term debt consists of the following at September 30, 1999:
Bank - unsecured loan payable in seven
equal monthly principal installments plus
accrued interest beginning June 15, 1999;
bearing interest at prime plus 1%.
Prime was 8.25% at Sept.30, 1999 $171,420
Term Loan - payable in installments through 2000.
Interest at prime plus 1%. Secured by accounts
receivable, inventories and fixed assets 53,100
Mortgage - payable $37,500 annually through 2002,
With a balloon payment in 2003. Interest at 8%.
Secured by building. 712,500
Note payable, unsecured - payable in monthly
installments of $9,375. Interest at prime plus 1%. 75,000
Subtotal 1,012,020
Less
Current Maturities 337,020
-----------
Long - term debt $675,000
===========
Maturities of Long Term Debt are as follows:
1999 $ 130,200
2000 216,195
2001 37,500
2002 37,500
2003 590,625
------------
$ 1,012,020
============
8
<PAGE>
THE CLASSICA GROUP, INC. AND SUBSIDIARIES
(FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
Note 5 -- SEGMENT REPORTING
The Company adopted Statement Financial Accounting Standard No.131,
Disclosures about Segments of an Enterprise and Related Information ("FAS 131"),
in 1998. This statement establishes standards for reporting information about
operating segments in annual financial statements and selected information in
interim financial statements. It also establishes standards for related
disclosures about products and services and geographic areas. Operating segments
are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company's chief operating decision-maker is the Chief Executive
Officer.
There are no material inter-segment sales or transfers. Substantially all
revenues are generated within the United States and all revenue producing assets
are located therein.
Industry segment information at September 30, 1999 is summarized as
follows:
Total Operating
Revenues Profit(Loss)
--------------------------------
CCI $ 6,659,194 $1,027,588
Mobile 2,471,325 (214,698)
--------------------------------
Total Segment 9,130,519 812,890
Eliminations and other
corporate income(expenses) 26,637 (256,428)
--------------------------------
Consolidated 9,157,156 556,462
============
Interest expense 217,867
--------------
Income before income taxes $ 338,595
==============
Depreciation
Capital and Amortization Identifiable
Expenditures Expense Assets
---------------------------------------------------
CCI $ 386,022 $ 126,669 $ 2,408,428
Mobile 19,631 205,200 4,132,383
Corporate - 22,500 779,907
===================================================
Consolidated $ 405,653 $ 354,369 $ 7,320,718
===================================================
9
<PAGE>
Item 2. Management's Discussion and Analysis
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Consolidated Unaudited
Financial Statements and related notes which are contained herein.
Results of Operations for the Three Months Ended September 30, 1999 and
1998
Net sales for the three months ended September 30, 1998 were $3,142,161
compared with $3,361,014 for the same period in 1998, a decrease of 6.5%. This
decrease is primarily a result of the abandonment of the Direct Store Delivery
("DSD") operation at Mobile Caterers, Inc. ("Mobile"). The Company generated
gross profit of $932,095 or 29.7% in the third quarter of 1999 compared to
$999,721 or 29.7% in the third quarter of 1998.
Management expects gross margins to improve as the Company's products
presented on its new fully integrated E-Commerce Web Site gain recognition from
the Internet buying public. Also the Company's Cucina Classica Italiana
subsidiary is presenting new products for sale through the Internet as well as
through conventional sales avenues. However, there can be no assurance that any
such improvements in the margins will be achieved.
Selling, general and administrative expenses were $716,387 and $568,436, in
the third quarter of 1999 and 1998, respectively. This represents a net increase
of $147,951, which is the result of an increase from the addition of a Vice
President-Sales & Marketing at CCI, the undertaking of an aggressive new
marketing effort at CCI, including start-up costs relating to the development of
an E-Commerce Web Site, the development and design to new labels, packaging,
marketing media and related printed matter.
The Company reported a provision for income taxes for the quarter ended
September 30, 1999 of $21,600 compared to no provision in the prior year's same
period. Such provision is for state taxes. A federal income tax provision has
not been provided for in the quarters ended September 30, 1999 & 1998 due to the
utilization of the company's Net Operating Loss carryforwards.
Net earnings for the three months ended September 30, 1999 was $116,456,
verses $382,851 in the same period in 1998. Earnings per common share were $0.12
in the third quarter of 1999 versus $0.39 in the prior year's comparable period
on diluted weighted average shares of 1,009,333 and 990,934 respectively.
10
<PAGE>
Results of Operations for the Nine Months Ended September 30, 1999 and 1998
Net sales for the nine months ended September 30, 1999 were $9,157,156
compared with $10,205,998 for the same period in 1998, a decrease of 10.3%. This
reduction is the result of the abandonment of the DSD operation at Mobile in the
fourth quarter of 1998. The Company generated gross profit of $2,715,964 or
29.7% in the first half of 1999 verses $3,034,471 or 29.7% in the first nine
months of 1998.
Management expects gross margins to improve as the Company begins to launch
new products on the new fully integrated E-Commerce Web Site as well as through
conventional sales avenues. However, there can be no assurance that any such
improvements in the margins will be achieved.
Selling, general and administrative expenses were $2,106,636 and $2,014,153
in the first nine months of 1999 and 1998, respectively. This represents an
increase $92,483, which is the result of an increase from the addition of a Vice
President-Sales & Marketing at CCI, the undertaking of an aggressive new
marketing effort at CCI, including start-up costs relating to the development of
an E-Commerce Web Site, the development and design to new labels, packaging,
marketing media and related printed matter.
The Company reported a provision for income taxes for the nine months ended
September 30, 1999 of $38,600 compared to no provision in the prior year's
comparable period. Such provision is for state taxes. A federal income tax
provision has not been provided for in the six month periods ended September 30,
1999 & 1998 due to the utilization of the company's Net Operating Loss
carryforwards.
Net earnings for the nine months ended September 30, 1999 was $299,995,
verses $851,404 in the same period in 1998. Earnings per common share were $0.30
in the nine months 1999 versus $0.88 in the prior year's comparable period on
diluted weighted average shares of 1,009,333 and 972,177, respectively.
Liquidity and Capital Resources
The Company's sources of capital include, but are not limited to, the
issuance of public or private debt, bank borrowings and the issuance of equity
securities.
At September 30, 1999 the Company had a net worth of $4,027,461 compared
with $3,727,466 at December 31, 1998.
The Company has a limited requirement for capital expenditures in the
immediate future. CCI's factoring arrangement with Bank of New York Financial
Corporation has adequate availability to provide working capital to support
sales growth in that division. Mobile owns real estate with a market value of
approximately $1,200,000 against which there exists a mortgage in the amount of
$712,500. This asset provides adequate collateral to support borrowing for
working capital needs in that subsidiary.
Additionally, the Company has a loan outstanding with Summit bank, with a
current balance of $171,420 at the prime rate plus 1 percent. This loan is to be
repaid during the next six months.
Management believes that the Company has sufficient working capital to meet
the needs of its current level of operations.
11
<PAGE>
Seasonality
The Company's businesses are subject to the effects of seasonality.
Consequently, the operating results for the quarter and nine months ended
September 30, 1999 are not necessarily indicative of results to be expected for
the entire year.
Anticipated Future Growth
Management believes that the future growth of the Company will be the
result of four efforts; (1) acquisition of other companies in the food and food
related industries, (2) increasing sales to existing customers by offering new
products and product lines, (3) obtaining new customers in the existing markets
and developing new markets via current marketing channels and the internet
through CCI's new E-Commerce Web Site, and (4) controlling and containing
production, operating and administrative costs.
Year 2000 Readiness
This disclosure is a year 2000 ("Year 2000") Readiness Disclosure within
the meaning of the Year 2000 Information and Readiness Disclosure Act of 1998 to
the extent that the disclosure relates to the Year 2000 processing of the
Company.
The Company has implemented a program to assess, mitigate and remediate the
potential impact of the Year 2000 problem throughout the Company. A Year 2000
problem will occur where date-sensitive software uses two digit date fields,
sorting the Year 2000 ("00") before the year 1999 ("99"). The Year 2000 problem
can arise in hardware, software, or any other equipment or process that uses
embedded software or other technology. The failure of such systems to properly
recognize dates after December 31, 1999 could result in data corruption and
processing errors.
12
<PAGE>
Management has reviewed the possible effects of the Year 2000 problem in so
far as it relates to the Company; and has determined that the Company is
currently utilizing Year 2000 compatible equipment and software. The Year 2000
problem is not expected to have a material adverse effect on the operations of
the Company.
In addition, the Company has implemented a program to determine the Year
2000 compliance status of its material vendors, suppliers, service providers and
customers, and based on currently available information does not anticipate any
material impact to the Company based on the failure of such third parties to be
Year 2000 compliant. However, the process of evaluating the Year 2000 compliance
status of material third parties is continually ongoing and, therefore, no
guaranty or warranty can be made as to such third parties' future compliance
status and its potential effect on the Company. The Company believes there
exists a sufficient number of suppliers of raw material for its business so that
if any supplier is unable to deliver raw materials due to Year 2000 problems,
alternate sources will be available and that any supply interruption will not be
material to the Company's operations. There can be no assurances, however, that
the Company would be able to obtain all of its supply requirements from such
alternate sources in a timely way or on terms comparable with that of its
current suppliers.
The information set forth in the preceding three paragraphs constitutes a
"Year 2000 Readiness Disclosure" pursuant to the Year 2000 Information and
Readiness Disclosure Act. (P.L. 105-271 signed into law October 19, 1998).
The preceding Year 2000 discussion contains various forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934 and the Section 27A Securities Act of 1933. These forward-looking
statements represent the Company's beliefs or expectations regarding future
events. When used in the Year 2000 discussion, the words "believes," "expects,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements include without limitation the Company's
belief that its internal systems are Year 2000 compliant. All forward-looking
statements involve a number of risks and uncertainties that could cause the
actual results to differ materially from the projected results. Factors that may
cause these differences include, but are not limited to, the availability of
qualified personnel and other information technology resources; the ability to
identify and remediate all date-sensitive lines of computer code or to replace
embedded computer chips in affected systems or equipment; and the actions of
governmental agencies or other third parties with respect to Year 2000 problems.
13
<PAGE>
Forward Looking Statements
The matters discussed in this Item 2 may contain forward-looking statements
that involve risk and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially due to a variety of
factors, including without limitation the presence of competitors with broader
product lines and greater financial resources; intellectual property rights and
litigation, needs of liquidity; and the other risks detailed from time to time
in the Company's reports filed with the Securities and Exchange Commission.
14
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
None
(b) Reports filed on Form 8K
None
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf the
undersigned thereunto duly authorized
THE CLASSICA GROUP, INC.
(Registrant)
Date: November 19, 1999 By: /s/ Scott G. Halperin
---------------------
Scott G. Halperin
Chairman
Chief Executive Officer
Date: November 19, 1999 By: /s/ Bernard F. Lillis, Jr.
--------------------------
Bernard F. Lillis, Jr.
Chief Financial Officer
Principal Accounting Officer
Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This shedule contains summary financial information extracted from Consolidated
Audited Financial Statements contained in Form 10KSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<CASH> 114,272
<SECURITIES> 0
<RECEIVABLES> 1,354,134
<ALLOWANCES> (107,555)
<INVENTORY> 545,895
<CURRENT-ASSETS> 2,175,823
<PP&E> 4,213,701
<DEPRECIATION> (937,249)
<TOTAL-ASSETS> 7,320,718
<CURRENT-LIABILITIES> 2,262,348
<BONDS> 0
0
397,898
<COMMON> 1,009
<OTHER-SE> 3,628,554
<TOTAL-LIABILITY-AND-EQUITY> 7,320,718
<SALES> 9,157,156
<TOTAL-REVENUES> 9,157,156
<CGS> 6,441,192
<TOTAL-COSTS> 8,573,694
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 27,000
<INTEREST-EXPENSE> 217,867
<INCOME-PRETAX> 338,595
<INCOME-TAX> 38,600
<INCOME-CONTINUING> 299,995
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 299,995
<EPS-BASIC> .30
<EPS-DILUTED> .30
</TABLE>
