-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JeOi4gAMyuhejnUOWj7uIm4BP5fKq3mnAp0qsCudN1Fj89KEu7rmJncK55Ddksd2 Khnl38jpybHrTjfkzV16rQ== 0000889812-96-001497.txt : 19961021 0000889812-96-001497.hdr.sgml : 19961021 ACCESSION NUMBER: 0000889812-96-001497 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961018 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAM DESIGNS INC CENTRAL INDEX KEY: 0000945081 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 752557039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26220 FILM NUMBER: 96645283 BUSINESS ADDRESS: STREET 1: 460 PARK AVE STREET 2: STE 1100 CITY: NEW YORK STATE: NY ZIP: 10022 10QSB 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from _________ to _________ Commission file number 1-13886 CAM DESIGNS INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 75-2257039 ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Birmingham Road, Allesley Coventry CV59QE ----------------------------------------------------------------- (Address of principal executive offices) (011) 44-203-407-700 ----------------------------------------------------------------- (Issuer's telephone number) ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----- ----- As of October 15, 1996, there were 2,175,000 shares of Class A Common Stock issued and outstanding. TOTAL PAGES IN THIS REPORT: 14 (including cover page & Exhibits) CAM DESIGNS, INC. INDEX Page No. -------- PART 1 - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Index) 1 Consolidated Balance Sheet as of August 31, 1996 2-3 Consolidated Statements of Earnings for the Three Months ended August 31, 1996 and 1995 4 Consolidated Statements of Cash Flows for the Three Months ended August 31, 1996 and 1995 5 Consolidated Statement of Shareholders' Equity 6 Notes to Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-10 PART II - OTHER INFORMATION Item 3. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 1 CAM Designs Inc and Subsidiaries Unaudited Condensed Consolidated Balance Sheet August 31, 1996 May 31, 1996 $ $ Assets Current assets Cash and cash equivalents 3,669,045 4,432,278 Contract billings receivable 3,381,252 5,023,691 Inventories 1,529,611 356,882 Other current assets 448,906 315,049 ----------- ----------- Total current assets 9,028,814 10,127,900 Fixed assets Investments 1,540 1,515 Property and machinery: Freehold property 303,433 303,433 Leasehold property 481,713 473,893 Plant and machinery 7,475,672 7,139,474 Less accumulated depreciation and amortisation (4,763,801) (4,592,685) ----------- ----------- Net property, plant and machinery 3,497,017 3,324,115 ----------- ----------- 12,527,371 13,453,530 =========== =========== 2 CAM Designs Inc and Subsidiaries Unaudited Condensed Consolidated Balance Sheet August 31, 1996 May 31, 1996 $ $ Liabilities Current liabilities Current installments of obligations under bank loan 12,369 18,085 Current installments of obligations under capital leases 438,951 482,368 Billings in excess of costs and estimated earnings on uncompleted contracts -- 361,394 Trade accounts payable 1,974,123 2,523,485 Income taxes payable 1,410,012 1,261,749 Accrual and other expenses 1,943,939 2,006,374 Promissory notes 214,000 214,000 ----------- ----------- Total current liabilities 5,993,394 6,867,455 Obligations under capital leases excluding current installments 893,190 851,353 Obligations under bank Loan excluding current installments 227,711 240,081 Promissory notes -- Deferred income taxes 11,817 11,817 ----------- ----------- Total liabilities 7,126,112 7,970,706 ----------- ----------- Stockholders' equity Class 'A' common stock, $0.001 par value Authorized 7,000,000 issued 2,250,000 2,250 2,250 Additional paid-in capital 4,229,765 4,229,765 Treasury stock (475,000) -- Retained earnings 1,644,244 1,250,809 ----------- ----------- Total stockholders' equity 5,401,259 5,482,824 ----------- ----------- 12,527,371 13,453,530 =========== =========== See accompanying notes to unaudited condensed consolidated financial statements. 3 CAM Designs Inc Unaudited Condensed Consolidated Statements of Operations
CAM Designs Inc CAM Designs Inc June 1 to June 1 to June 1 to June 1 August 31, August 31, August 31, August 31 1995 1995 1996 1996 $ $ $ $ Revenue Automotive industry. 1,522,755 1,522,755 3,845,526 3,845,526 Aerospace industry. 437,453 437,453 512,626 512,626 Placement of Personnel. 230,998 230,998 935,036 935,036 --------- --------- --------- --------- 2,191,206 2,191,206 5,293,188 5,293,188 --------- --------- --------- --------- Operating Costs and expenses. Selling general and administrative expenses. 1,831,479 1,831,479 4,639,374 4,639,374 Depreciation. 64,274 64,274 171,116 171,116 --------- --------- ---------- --------- 1,895,753 1,895,753 4,810,490 4,810,490 --------- --------- --------- --------- Operating profit. 295,453 295,453 482,698 482,698 Other income/ expense. Investment income. 14,106 14,106 27,473 27,473 Interest expense. (1,995) (1,995) - - Gain on sale of equipment. - - - - --------- --------- --------- --------- Income before taxes. 307,564 307,564 510,171 510,171 --------- --------- --------- --------- Income taxes. Provision. 104,742 104,742 167,000 167,000 --------- --------- --------- --------- Net income. 202,822 202,822 343,171 343,171 --------- --------- --------- --------- See accompanying notes to unaudited consolidated financial statements Net Earnings Per Share of Common Stock 0.15 - 0.134 - Weighted Average Common Shares 1,367,971 - 2,883,152 -
4 CAM Designs Inc Unaudited Condensed Consolidated Statements of Cash Flow
CAM Designs Inc. CAM Designs Inc. June 1 to June 1 to August 31, 1995 August 31, 1996 $ $ Cash flows from operating activities: Net profit 202,822 343,171 Adjustments to reconcile net cash provided by operating activities: Depreciation 64,274 171,116 Change in operating assets and liabilities net of effect of acquisition of subsidiary: Change in receivables 871,600 1,725,339 Change in Other Current Assets (161,493) (1,296,445) Change in accounts payable 82,372 (591,004) Change in other liabilities 946,552 (335,648) ----------- ----------- Net cash provided by operating activities 2,006,127 16,529 ----------- ----------- Cash flows from investing activities: Purchases of plant and equipment (88,110) (289,163) Purchase of Investment - - Purchase of subsidiary (1,611,699) - ----------- ----------- Net cash used in investing activities: (1,699,809) (289,163) ----------- ----------- Dividends Paid - - Net Proceeds from sale of common stock 4,503,396 - Repurchase of Stock - (475,000) Repayment of borrowings (83,400) (18,383) Capital element of finance lease repayments (15,203) (27,551) Bank Overdraft (11,114) - ----------- ----------- Net cash provided/(used in) by financing activities 4,393,679 (520,934) ----------- ----------- Net increase in cash Cash at beginning of period 57,453 4,432,278 Movement in Cash 4,699,997 (793,568) Exchange gain - 30,335 ----------- ----------- Cash at end of period 4,757,450 3,669,045 =========== ===========
See accompanying notes to unaudited condensed consolidated financial statements. 5 CAM Designs Inc Unaudited Condensed Consolidated Statements of Shareholders' Equity
Additional Total Treasury Common paid in Retained stock- Stock Stock capital earnings holders' equity $ $ $ $ $ CAM Designs Inc Balance at May - 2,250 4,229,765 1,250,809 5,482,824 31, 1996 Profit for the period - - - 343,171 343,171 Dividends declared - - - - - Shares Repurchased (475,000) - - - (475,000) Exchange Difference - - - 50,264 50,264 --------- --------- --------- --------- --------- Balance at August 31, 1996 (475,000) 2,250 4,229,765 1,644,244 5,401,259 --------- --------- --------- --------- ---------
See accompanying notes to the unaudited consolidated condensed financial statements. 6 CAM Designs Inc and Subsidiaries and MGA Holdings Limited and Subsidiaries Limited Notes to unaudited condensed consolidated financial statements 1. Organization On September 9, 1994, CAM Designs Inc. was incorporated as MGA Holdings Inc. The company name was changed to CAM Designs Inc ("CAM") on April 18, 1995. CAM is a holding company and has not engaged in any commercial operations during the period since incorporation. On July 27, 1995 the shareholders of MGA Holdings Limited ("MGA") surrendered 100% of the issued shares of MGA (63,200 cumulative convertible participating preference shares of (pound)1 each, 54,551 ordinary shares of (pound)1 each) to CAM. As a result, MGA became a wholly owned subsidiary of CAM. 7 CAM Designs Inc and Subsidiaries and MGA Holdings Limited and Subsidiaries Limited Notes to unaudited condensed consolidated financial statements 1. Organization (continued) The economic environment in which MGA operates is in the United Kingdom and hence its reporting currency is the UK pound sterling ((pound)). 2. Basis of presentation The accompanying unaudited condensed consolidated statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report for the fiscal year ended May 31, 1996. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the Company's financial position at August 31, 1996, results of operations for the periods ended August 31, 1996 and 1995 and cash flows for the periods ended August 31, 1996 and 1995. The results for the period ended August 31, 1996 are not necessarily indicative of the results to be expected for the entire fiscal year ending August 31, 1996. The effective date of the acquisition of MGA was July 27, 1995. The acquisition has been accounted for under the purchase method of accounting. Under this method, the results of MGA Holdings Limited and subsidiaries are included in the consolidated statement of operations of CAM from the date of acquisition. Profit and Loss Accounts in foreign currencies are translated into US Dollars at average rates for the relevant according periods. Assets and Liabilities are translated at exchange rates ruling at the date of the Group Balance Sheet. 8 Management Discussion and Analysis of Financial Condition and Result of Operations On July 27, 1995, both the consummation of the Company's initial public offering and its reorganization whereby the Company acquired all of the capital stock of CAM Designs Ltd (formerly MGA Holdings Ltd) took place. For purposes of permitting a comparison to prior periods, this section utilizes the results for the first fiscal quarter for comparison with those of the comparable quarter of the Company's prior fiscal year, and ignores the actual date of acquisition for accounting comparison purposes. 3 Months ended August 31 1996 as compared to 3 Months ended August 31 1995 Summary of Operations Sales for CAM Designs Inc. were $5.3 million in the quarter against $6.6 million for the comparable full quarter last year. However, as a result of the Company's improved operating margins, caused by reduced out-sourcing and improved productivity, net earnings after taxes have been maintained at approximately $343,000 as compared with approximately $336,000 for the prior corresponding period. This reflects one of the Company's strategic aims, which is to concentrate on high margin work, which is a prime factor of the Company's target market sector. Gross operating margins of 24% and net pre-tax margins of 9.6% against 6.75% net pre-tax margins for the same quarter last year reflect the current success of this strategy. Overheads represented 14% of revenues in this quarter compared with 17% last year, further confirming the Company's tight cost controls. Liquidity and Capital Resources On July 27, 1995, the Company consummated its initial public offering of securities consisting of 575,000 units (including the underwriter's over-allotment option). Each unit consisted of two shares of Class A Common Stock and one Class A Purchase Warrant entitling the holder to purchase one share of Class A stock at a price of $8.00 per share for a 5 year period. The Company received net proceeds of approximately $4.5 million from such offering, after underwriting discounts and commissions and other expenses of the offering. The Company ultimately utilized approximately $1.9 million of such proceeds to fund the purchase of a portion of the outstanding securities and liabilities of its British subsidiary from a principle stockholder, NatWest Ventures, and has utilized approximately $1.5 million of such proceeds for the expansion of its facilities and the purchase of additional equipment. The Company anticipates that the balance of the proceeds of such public offering, aggregating approximately $1.1 million together with existing funds generated from operations, will enable it to fund its operating and capital needs through at least the current fiscal year and May 31, 1998, the end of its next fiscal year. Should the Company require presently unanticipated further funds, approximately $1 million of bank and finance credit lines are in place. 9 As compared to year-end, cash balances have reduced by almost $800,000 due mainly to the share buy-back transaction completed during the quarter and increased inventory of approximately $1.2 million due to current long term contracts. On longer term contracts the Company normally obtains stage payments against work completed to date to ensure project funding is maintained at reasonable levels and uncharged work-in-progress minimized. The level of work-in-progress has increased over the last fiscal year to the current level of $1,529,611 due to the advanced stages of two current large contracts, whereby invoices will be issued upon delivery of finished vehicles. The Company does not envisage any difficulty in funding these or other projects over the next twelve months. 10 Exhibit A CAM Designs Inc EPS Calculations for period June 1, 1996 to August 31, 1996 Total income as per unaudited consolidated interim accounts 343,171 Add: Net assumed interest income for whole period 42,313 --------- Adjusted net income 385,484 Net income per total weighted average 385,484 --------- 2,883,152 = 13.4 cents/share Part II Other Information Item 6. Exhibits (a) Exhibits Calculation of Earnings Per Share. 8-K Reports (b) No reports on Form 8-K were filed during the quarter in reference. 11 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report on Form 10- QSB to be signed on its behalf by the undersigned thereto duly authorized. Dated: October 17, 1996 CAM DESIGNS, INC. /s/ John R. Davidson -------------------------------------- John R. Davidson Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) /s/ Robert A. Righton -------------------------------------- Robert A. Righton Chief Financial Officer and Treasurer (Principal Financial Officer) 12 EX-27 2 FINCIAL DATA SCHEDULE
5 The schedule contains summary financial information extracted from the consolidated financial statements and is qualified in its entirety by reference to such financial statements. 1 3-MOS MAY-31-1996 JUN-01-1996 AUG-31-1996 3,669,045 0 3,381,252 0 1,529,611 9,028,814 8,259,278 4,763,801 12,527,371 5,993,394 0 0 0 5,401,259 0 12,527,371 5,293,188 5,293,188 4,810,490 4,180,490 0 0 0 510,171 167,000 510,171 0 0 0 343,171 .134 .134
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