10QSB 1 0001.txt FORM 10QSB FOR 06/30/00 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 June 30, 2000 [ ]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 (IRS Employer identification no.) of 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 August 14, 2000 Title of Each Class Number of Shares Outstanding Common Stock, $.001 par value per share 1,269,833 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) June 30, 2000 ASSETS Current Assets: Cash and cash equivalents $209,055 Accounts receivable-net of allowance for doubtful accounts of $79,398 729,325 Inventories 584,446 Prepaid expenses and other current assets 228,662 ---------------- Total current assets 1,751,488 Fixed Assets - net 2,617,235 Other assets 211,093 Intangible assets - net 991,470 ---------------- TOTAL ASSETS $5,571,286 ================ See notes to the consolidated financial statements (Unaudited). 2 THE CLASSICA GROUP, INC. AND SUBSIDIARIES (FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES) Consolidated Balance Sheet (Unaudited) (continued) June 30, 2000 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities: Accounts payable and accrued expenses $1,816,493 Current portion of long-term debt 92,677 Current portion of capital lease obligations 76,825 ----------------- Total current liabilities 1,985,995 Long-term debt 706,301 Capital lease obligations 217,702 ----------------- Total liabilities 2,909,998 ----------------- 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 1,270 Par value $.001 - 25,000,000 shares authorized, 1,269,833 shares issued and outstanding Additional paid-in-capital 900,478 Retained Earnings 1,361,642 ----------------- Total Stockholders' Equity 2,661,288 ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,571,286 ================= See notes to the consolidated financial statements (Unaudited). 3 THE CLASSICA GROUP, INC. AND SUBSIDIARIES (FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES) Consolidated Statements of Operations (Unaudited) For the Three Months Ended For the Six Months Ended June 30, June 30, 2000 1999 2000 1999 -------------------------------------------------------- Net sales $ 3,005,949 $ 3,252,813 $ 5,628,011 $ 6,014,995 Cost of sales 2,361,823 2,290,531 4,392,923 4,231,126 -------------------------------------------------------- Gross profit 644,126 962,282 1,235,088 1,783,869 Selling, general and administrative expenses 741,537 771,771 1,411,695 1,390,249 Loss on abandoned operation - - - 52,866 -------------------------------------------------------- (Loss) income from operations (97,411) 190,511 (176,607) 340,754 Interest expense - net 63,918 77,070 133,173 140,215 -------------------------------------------------------- (Loss) income before taxes (161,329) 113,441 (309,780) 200,539 Income tax provision 3,900 8,500 8,300 17,000 -------------------------------------------------------- Net (loss) income ($165,229) $ 104,941 ($318,080) $ 183,539 ======================================================== EARNINGS PER COMMON SHARE BASIC & DILUTED Net (loss) income ($0.13) $0.10 ($0.26) $0.18 ======================================================== Basic weighted average shares used in computation1,259,811 1,009,333 1,207,553 1,009,333 Diluted weighted average shares used in computation 1,259,811 1,009,333 1,207,553 1,009,333 See notes to the consolidated financial statements (Unaudited). 4 THE CLASSICA GROUP, INC. AND SUBSIDIARIES (FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES) Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2000 and 1999 June 30, 2000 1999 ------------------------- Cash Flows from operating activities: Net (loss) income $ (318,080) $ 183,539 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 261,901 235,936 Provision for losses on accounts receivable 33,266 18,000 Decrease (increase)in accounts receivable 63,595 (115,118) Decrease (increase) in inventories 72,970 (110,232) Decrease (increase) in prepaid expenses and other assets 32,638 (75,934) Increase (decrease) in accounts payable and accrued expenses (70,104) 138,998 ------------------------- Net cash provided by operating activities 76,186 275,189 ------------------------- Cash flows from investing activities: Purchase of fixed assets (103,575) (236,001) ------------------------- Net cash (used in) investing activities (103,575) (236,001) Cash flows from financing activities: Proceeds of long-term debt 0 200,000 Repayment of long-term debt (129,106) (374,076) Issuance of capital stock-private placement 300,000 0 Issuance of capital stock-exercise of options 75,625 0 Proceeds of capital leases 0 220,985 Repayment of capital leases (36,625) (36,734) ------------------------- Net cash provided by financing activities 209,894 10,175 ------------------------- Net increase in cash and cash equivalents 182,505 49,363 Cash and cash equivalents at beginning of period 26,550 108,357 ------------------------- Cash and cash equivalents at end of period $ 209,055 $ 157,720 Supplemental disclosure of cash flows information: Interest paid $ 134,833 $ 147,175 ========================= See notes to the consolidated financial statements (Unaudited). 5 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 The Classica Group, Inc. (formerly Saratoga Brands, Inc.) (The "Company") through its subsidiaries is a national distributor of specialty cheeses and operates a food processor, distributor and mobile catering business servicing Rhode Island, eastern Connecticut and southeastern Massachusetts. In the first quarter of 2000 the Company formed Classica Microwave Technologies, Inc. ("CMT"), which will provide an innovative microwave based food-processing system to improve the bacterial integrity of food products as well as extend the shelf life of food products. 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, 1999, 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, 1999. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany 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 June 30, 2000. 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. Outstanding options and warrants have been excluded from the computation due to their antidilutive effect. 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 THE CLASSICA GROUP, INC. AND SUBSIDIARIES (FORMERLY SARATOGA BRANDS INC. AND SUBSIDIARIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) NOTE 3 -FIXED ASSETS Fixed assets consists of the following at June 30, 2000: Useful Life Land $611,007 Buildings 894,402 37.5 years Furniture & equipment 1,262,626 5 - 10 years Vehicles 534,501 5 - 7 years Leasehold improvements 46,667 5 years Equipment held for sale 10,000 Capital Leases 460,732 ------------- Total Cost 3,819,935 Less accumulated depreciation and amortization (1,202,700) ------------- Fixed assets - net $2,617,235 ============= NOTE 4 -- LONG-TERM DEBT Long-term debt consists of the following at June 30, 2000: Mortgage - payable $37,500 annually through 2002, With a balloon payment in 2003. Interest at 8%. Secured by building. $684,375 Note payable - payable in monthly installments of $4,837 Interest at 9.865%. Secured by certain vehicles 112,853 Other 1,750 ---------- Subtotal 798,978 Less Current Maturities 92,677 ---------- Long -term debt $706,301 ========== 7 Maturities of Long Term Debt are as follows: 2000 $ 48,561 2001 89,509 2002 70,283 2003 590,625 ------------------- $ 798,978 =================== Note 5 -- SEGMENT REPORTING Industry segment information at June 30, 2000 is summarized as follows: Total Operating Revenues Profit(Loss) ------------------ -------------- CCI $ 4,197,863 $ 443,651 Deli 1,391,628 (380,959) CMT - (32,664) ------------------ -------------- Total Segment 5,589,491 30,028 Eliminations and other corporate income(expenses) 38,520 (206,635) ------------------ -------------- Consolidated $ 5,628,011 (176,607) ================== Interest expense 133,173 -------------- Income before income taxes $ (309,780) ============== 8 Depreciation Capital and Amortization Identifiable Expenditures Expense Assets ----------------------------------------------------- CCI $ 26,243 $ 114,486 $1,976,649 Deli 38,455 132,000 3,082,444 CMT 34,000 - 34,000 Corporate 4,977 15,415 478,193 ===================================================== Consolidated $ 103,675 $ 261,901 $5,571,286 ===================================================== Note 6 - PRIVATE PLACEMENT On February 1, 2000, the Company issued 200,000 shares of common stock in a private placement for which it received net proceeds of $300,000. 9 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 June 30, 2000 and 1999 Net sales for the three months ended June 30, 2000 were $ 3,005,949, compared with $3,252,813 in 1999, a decrease of $246,864 or 7.6%. This decrease is the result of a reduction in sales of $179,635 or 28.3% at the Company's Deli King subsidiary, and $34,593 or 1.5% at CCI. The reduction in net sales at the Deli King subsidiary resulted from the loss of a significant number of independent caterers who left to move to a commissary with a location closer to the area serviced by their routes. In the first quarter of 2000 Deli King took steps to move its operation. The move is on schedule to be completed in September 2000. Management believes that this move will improve the profitability of the mobile catering business by substantially increasing its revenues as the result regaining some or all of the business lost and gaining new business from caterers operating in the area of the new facility. The decrease in revenues at CCI was primarily the result of the decline in sales to one of our customers who services a specialized segment of the food service industry. This decline is expected to be temporary and to reverse near the end of the third quarter. In addition, the Company implemented an aggressive pricing policy in the second quarter to generate volume for its imported products. The Company generated gross profit of $644,146 or 21.4% of net sales in 2000, vs. $962,282 or 29.6% of net sales in 1999. The decrease in gross profit margin was the result of a reduction in gross profit of $95,904 or 38.1% at the Deli King subsidiary. Deli King's gross margin decreased because a substantial portion of their cost of sales are fixed costs. CCI's gross profit decreased to $522,057 or 22.2% of net sales in 2000 compared to $711,673 or 29.9% of net sales in 1999, a decrease of $189,616. CCI's gross profit in the quarter decreased primarily as the result of the loss of some high-margin sales, and an aggressive pricing policy undertaken in order to generate sales volume. Selling, general and administrative expenses were $741,537 and $771,771 in 2000 and 1999, respectively. This represents a decrease of $30,234 or 1.0% of net sales. 10 Interest expense was $63,918 and $77,070 for the three months ended June 30, 2000 and 1999 respectively. The decrease is the result of the repayment of long-term debt and capital leases resulting in less interest being due. The Company reported no provision for Federal income taxes for the three month periods ended June 30, 2000 and 1999, as the Company had a net loss for 2000 and taxable operating earnings were offset by net operating loss carry forwards in 1999. The Company reported a provision for state income taxes of $3,900 and $8,500 for the three-month periods ended June 30, 2000 and 1999, respectively. Net Loss for the three months ended June 30, 2000 was ($165,229) versus income of $104,941 in 1999, a reduction in income of $270,170. This included a reduction in income of $220,502 at DKI, and the recognition of an unrealized loss of $ 33,915 on an investment held as collateral for an obligation owed to one of CCI vendors. Results of Operations for the Six Months Ended June 30, 2000 and 1999 Net sales for the six months ended June 30, 2000 were $ 5,628,011, compared with $6,014,995 in 1999, a decrease of $386,984 or 6.9%. This decrease is the result of a reduction in sales of $257,479 or 15.6% at the Company's Deli King subsidiary, and $145,981 or 3.4% at CCI. The reduction in net sales at the Deli King subsidiary resulted from the loss of a significant number of independent caterers who left to move to a commissary with a location closer to the area serviced by their routes. In the first quarter of 2000 Deli King took steps to move its operation. The move is on schedule to be completed in September 2000. Management believes that this move will improve the profitability of the mobile catering business by substantially increasing its revenues as the result regaining some or all of the business lost and gaining new business from caterers operating in the area of the new facility. The decrease in revenues at CCI was primarily the result of the decline in sales to one of their customers who services a specialized segment of the food service industry. This decline is expected to be temporary and to reverse near the end of the third quarter. In addition, the Company implemented an aggressive pricing policy in the second quarter to generate volume for its imported products. The Company generated gross profit of $1,235,088 or 21.9% of net sales in 2000, vs. $1,783,869 or 29.7% of net sales in 1999. The decrease in gross profit margin was the result of a reduction in gross profit of $213,371 or 50.9% at the Deli King subsidiary. Deli King's gross margin decreased because a substantial portion of their cost of sales are fixed costs. CCI's gross profit decreased to $990,309 or 23.6% of net sales in 2000 compared to $1,342,195 or 30.9% of net sales in 1999, a decrease of $351,886. CCI's gross profit in the six-month period decreased primarily as the result of the loss of some high-margin sales and an aggressive pricing policy undertaken in order to generate sales volume. 11 Selling, general and administrative expenses were $1,411,695 and $1,390,249 in 2000 and 1999, respectively. This represents an increase of $21,446 or 0.4% of net sales. This increase is the result of increased costs at the Deli King subsidiary resulting from an attempt to increase wholesale business as a result of the loss of caterers due to our undesirable location, and costs related to our new CMT division. Interest expense was $133,173 and $140,215 for the six months ended June 30, 2000 and 1999 respectively. The decrease is the result of the scheduled repayment of long-term debt and capital lease obligations. The Company reported no provision for Federal income taxes for the three-month periods ended June 30, 2000 and 1999, as the Company had a net loss for 2000 and taxable operating earnings were offset by net operating loss carry forwards in 1999. The Company reported a provision for state income taxes of $8,300 and $17,000 for the six-month periods ended June 30, 2000 and 1999, respectively. Net Loss for the six months ended June 30, 2000 was ($318,080) versus income of $183,539 in 1999. This represents a decrease in income of $501,619. Deli King's results from operations for 2000 were a loss of $(407,217) compared to a loss of $(84,466) in 1999. CCI's results from operations for 2000 were income of $329,126 compared to $470,217 in 1999. Net corporate expense for the quarter was $239,299 for 2000 as compared to $202,212. Current year expenses included certain start-up expenses for CMT and certain expenses related to the move at DKI. Liquidity and Capital Resources In addition to cash generated by operations, 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 June 30, 2000, the Company had a net worth of $2,661,288 compared with $3,911,006 at June 30, 1999. In addition to operating losses, the reduction in net worth reflects a $705,000 write-down in the value of long-lived assets taken at December 31, 1999. The Company has limited requirements for capital expenditures in the immediate future, except for the costs related to moving the Deli King operation to its new facility, and the start-up of the new CMT division. To that end, on February 1, 2000, the Company issued 200,000 shares of its common stock in a private placement, for which it yielded net proceeds of $300,000. CCI's factoring arrangement with GMAC Commercial Credit, LLC has adequate availability to provide working capital to support sales growth in that division. 12 Deli King owns real estate with a market value of approximately $1,400,000 against which there exists a mortgage in the amount of $684,375 at June 30, 2000. Additionally, Deli King has a loan collateralized by its fleet of trucks in the amount of $112,853 at June 30, 2000. Except for a capital lease on two of its computers all other Deli King assets are owned free and clear, and provide adequate collateral to support borrowing for working capital needs in that subsidiary. The Company utilizes capital leases for the acquisition of operating assets at the subsidiaries when appropriate. At June 30, 2000, the Company has capital leases with an unamortized balance of $294,527. Management believes that the Company has sufficient working capital to meet the needs of its current level of operations. Seasonality The Company's businesses are subject to the effects of seasonality. Consequently, the operating results for the quarter ended June 30, 2000 are not necessarily indicative of results to be expected for the entire year. Anticipated Future Growth New Business - Classica Microware Technologies, Inc. Classica Microwave Technologies, Inc. ("CMT") is currently testing microwave-processing systems for use in food processing. CMT is anticipating the delivery of its first laboratory system in the Fall of 2000. This system will have the ability to develop and test food products for companies looking to ensure the bacterial integrity of their products. In addition, CMT's engineer has been successful in designing a microwave system capable of drying various food products. CMT anticipates installing a second laboratory system utilizing this drying process. These systems will provide longer refrigerated and non-refrigerated shelf life without dependency on additives or preservatives of any kind. The Company will also have the ability to develop new products for the expansion of the product lines of its other companies. CMT expects to have several revenue sources including; the development of food products having bacterial integrity and extended refrigerated and non-refrigerated shelf life, the sale of systems to food processors concerned about the bacterial integrity of their products, and strategic joint ventures for product development and sales with existing food processors. 13 Management believes that the future growth of the Company will be the result of five efforts; (1) the operations of the Company's new Classica Microwave Technologies, Inc. subsidiary (2) acquisition of other companies in the food and food related industries, (3) increasing sales to existing customers by offering new products and product lines, (4) obtaining new customers in the existing markets and developing new markets via current marketing channels and the internet, and (5) controlling and containing production, operating and administrative costs. Effects of Recently Issued Accounting Standards During 1998, the FASB issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities," which is effective for periods beginning after June 15, 1999. During 1999, the FASB delayed the effective date for one year to fiscal years beginning after June 15, 2000. It is anticipated that the adoption of this statement will not affect the Company's financial position or results of operations. In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." This SAB provides guidance on the recognition, presentation and disclosure of revenue, and will be implemented by the Company in the quarter ending December 31, 2000. The Company continues to study the SAB, however, it is anticipated that its adoption will not affect the Company's financial position or results of operations. 14 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. 15 PART II - OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds On February 1, 2000, the Company sold 200,000 unregistered shares of the Company's common stock. The shares were sold to several accredited investors at $1.50 per share. Total net proceeds were $300,000 for which no commission or broker fee was paid. The Company intended that the shares be exempt from registration under the Securities Act by virtue of Section 4(2) and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder. Under the terms of the subscription agreement the Company is required to file a registration statement with the Securities and Exchange Commission to register for resale under the Securities Act the shares of Common Stock within 120 days of the closing. Proceeds from the above private placement are being used to relocate the mobile catering business. Item 6. Exhibits and reports on Form 8-K (a) Exhibits None (b) Reports filed on Form 8K None 16 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: August 21, 2000 By: /s/ Scott G. Halperin --------------------- Scott G. Halperin Chairman Chief Executive Officer Date: August 21, 2000 By: /s/ Bernard F. Lillis, Jr. -------------------------- Bernard F. Lillis, Jr. Chief Financial Officer Principal Accounting Officer Treasurer 17