U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934 for the transition period from . . . . to . . . .
Commission file number 0-21087
Tollycraft Yacht Corporation
Exact name of small business issuer as specified in its charter)
Nevada 86-0849925
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8201 Peters Road, Suite 1000, Plantation, Florida 33324
(Address of principal executive offices) (Zip Code)
(954) 916-2618
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all the reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve 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 ...
The number of shares of common stock outstanding as of September 30, 1999 is
8,117,476.
Transitional Small Business Disclosure Format (check one): Yes ... No .X.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Tollycraft Yacht Corporation
Second Quarter - 1999
Balance Sheet (Unaudited)
December 31, September 30,
1998 1999
Current Assets
Cash 145 95
Accounts receivable -
Raw material inventories 303,508 303,508
Work-in-progress inventories 96,909 96,909
Prepaid expenses -
400,562 400,512
Property and Equipment, net 2,374,292 2,329,292
Other Assets 2,382,000 2,374,500
Total Assets 5,156,854 5,104,304
Current Liabilities -
Net deferred tax liabilities 330,498 330,498
Stockholders Equity (Deficit)
Preferred stock 11,616,300 11,616,300
Common stock 9,654,206 9,744,206
Retained earnings (deficit) (16,444,150) (16,226,202)
Total Liabilities and
Stockholders Equity 5,156,854 5,104,304
Tollycraft Yacht Corporation
Second Quarter - 1999
Statement of Operations (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
1998 1999 1998 1999
Net sales 0 0 0 0
Cost of sales 0 0 0 0
Gross Margin 0 0 0 0
Excess plant capacity 0 0 0 0
Selling expenses 0 0 0 0
General and administrative
expenses 30,242 15,000 370,227 52,550
Non recurring expense from
negotiated debt settlements 134,996 0 134,996 0
Income (loss) from
operations (165,238) (15,000) (505,223) (52,550)
Other income (expenses):
Interest, net 0 0 (504,732) 0
Gain on sale of assets 0 0 0 0
Other 0 0 0 0
Total other
income (expense) 0 0 (504,732) 0
Income (loss) before
provision for income taxes (165,238) (15,000) (1,009.955) (52,550)
Provision for income taxes
- - deferred 0 0 0 0
Net income (loss) (165,238) (15,000) (1,009,955) (52,550)
Tollycraft Yacht Corporation
Third Quarter - 1999
Statement of Cash Flows
Nine Months
Ended September 30,
1998
Cash, January 1, 2,199 95
Cash flows from operating activities:
Net loss (1,009,955) (52,550)
Adjustments to reconcile net loss
to net cash used by operations
Depreciation 48,316 45,000
Change in assets and liabilities:
Accounts receivable 4,280 0
Material inventory 0 0
Work-in-process inventory 0 0
Other current assets 385 0
Accounts payable (1,346,311) 0
Accrued payroll & taxes (2,759,710) 0
Customer deposits (598,000) 0
Other current liabilities (764,301) 0
Deferred tax liability (222,542) 0
(6,647,838) 0
Cash flows from investing activities:
Purchase of other assets 0 0
Purchases of equipment 0 0
0 0
Cash flows from financing activities:
Proceeds from notes payable 299,587 0
Repayment of notes payable (7,197,620) 0
Proceeds from long-term debt 47,150 0
Repayment of long-term debt (1,653,586) 0
Issuance of preferred stock 14,968,176 0
Issuance of common stock 184,132 0
6,647,839 0
Net increase (decrease) in cash 1 0
Cash, September 30 2,200 95
TOLLYCRAFT YACHT CORPORATION
Notes to Financial Statements
For the Nine Months Ended September 30, 1999
1. Basis of Presentation and Summary of significant accounting policies
The unaudited interim condensed financial statements and related notes
have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information
and footnote disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations. However, in
the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal
recurring accruals) considered necessary to present fairly the results
for the interim periods presented.
The accompanying condensed financial statements and related notes should
be read in conjunction with the Company's audited financial statements
included in its Annual Report on Form 10-KSB for the year ended December
31, 1998. The results of operations for the nine months ended September 30,
1999 are not necessarily indicative of the results to be expected for the
full calendar year.
Nature of business: Tollycraft Yacht Corporation, (the "Company") is
engaged in the manufacture and distribution of luxury motor yachts. The
Company grants credit to its customers. The ability to collect its
accounts receivable is affected by economic fluctuations in the
geographic areas served by the Company.
Inventories: Inventories are valued at the lower of average cost of
market.
Equipment: Equipment is carried at cost. Additions and improvements to
jigs, patterns and molds are capitalized. Depreciation is computed
using the straight-line method over the estimated useful lived of the
assets, which range from three to ten years.
Revenue recognition: Revenue is recognized upon completion, shipment and
title transfer of each yacht. Accordingly, revenue and costs of
individual yachts are included in operations in the year during which
they are completed.
Estimated warranties: The Company records a warranty accrual at the time
of sale for estimated claims, based on actual claims experience. There
is a general one-year parts and labor warranty to the original owner for
defects in all Tollycraft built hulls, desk bridges, stringers and
bulkheads.
Advertising: The Company expenses the cost of advertising as incurred.
Pension and profit sharing plan: Union employees of the Company
participate in a pension plan, which qualifies under Section 401 (k) of
the Internal Revenue Code. The Company is required by the union
contract to make annual contributions of $.05 per labor hour. The
Company contributed $24,132 to the plan in 1998. No contributions were
made to the plan in this quarter. The Company is in the process of
terminating the pension and profit sharing plans.
Income taxes: Income taxes are accounted for and reported using an asset
and liability approach. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to
effect taxable income.
Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period plus or minus the change
during the year in deferred tax assets and liabilities.
Deferred tax assets result principally from the Company's differences
for recording warranty reserves for financial statement purposes and
from net operating losses not yet utilized for tax purposes. Valuation
allowances have been provided for those deferred tax assets as their
utilization are uncertain. Deferred tax liabilities result principally
from the use of accelerated depreciation for tax purposes.
Net loss per common share: Net loss per share is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Preferred stock to be issued and convertible notes,
debentures, options and warrants are not considered common stock
equivalents, as the affect would be anti-dilutive.
Significant risks and uncertainties: The process of preparing financial
statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions regarding certain types of
assets, liabilities, revenues and expenses. Management of the Company
has made certain estimates and assumptions regarding the reserve for
warranty expenses, costs of work-in-process inventory, contingent
liabilities regarding their inventories and equipment, and federal
penalties on unpaid payroll taxes. Such estimates and assumptions
primarily relate to unsettled transactions and events as of the date of
the financial statements. Accordingly, upon settlement, actual results
may differ from estimated amounts.
2. Operations
The Company has devoted substantial efforts during 1998 and continuing into
1999, in relocating their corporate administrative and sales offices to
Plantation, Florida, its manufacturing facilities to Merida, Yucatan, Mexico
and restructuring debt, rather than in the marketing and manufacturing of
luxury motor yachts. Management believes that the efficiencies expected
to be achieved by relocating to the Eastern United States, which is
closer to the geographic area most served by the Company, and the lower
operating overhead expected by relocating their manufacturing to Mexico
will enable the Company to achieve profitably. The Company expects the
construction of their new manufacturing plant to be completed by the
third quarter of fiscal 1999. At that time the Company will be able to
commence manufacturing again
The accompanying financial statements have been prepared on a basis of
going concern, which basis contemplates the realization of assets and
the satisfaction of liabilities as they become due through continuing
operations. No adjustments have been made to the accompanying financial
statements should the Company be unable to continue in existence, as the
outcome of management's plan is uncertain.
3. Capital stock
In June 1998, the Company board of directors authorized the issuance of
5,000,000 shares of $.001 par value preferred stock and offered each debtor
one share of preferred stock of the Company for each ten dollars of debt they
were owed. Notes payable, accounts payable, accrued liabilities, convertible
promissory notes payable, and other long-term debtors were offered the
conversion. The offering required a majority of the debtors to agree to
the terms of the conversion. In July 1998, a majority of the debtors
agreed to the offering and, accordingly, all of the then outstanding
debt was converted to preferred stock.
In October 1998, the Company entered into an "Agreement for Payment of
Tax Obligations" with a Mexican corporation known as Grupo Clima S.A
DE C.V. ("Grupo"). Under the agreement, the Company issued 3,000,000
shares of the common stock to Grupo. In exchange, Grupo has agreed to
satisfy all of the claims with the Federal, State of Washington, Cowlitz
County, Washington, and any local taxing authorities against the Company.
Grupo intends to negotiate a settlement with each of the taxing
authorities, sale the common stock and use the proceeds to satisfy the
tax claims, and obtain a full release of liability for the Company and
any of its officers. Under the agreement, no additional shares may be
issued should the amount of the claims exceed the proceeds form the sale
of the common stock, nor is Grupo obligated to return to the Company any
proceeds in excess of the aggregate claims. The Company may be
contingently liable for some or all of the taxing authorities claims
should Grupo not be able to obtain a full release of liability for the
Company and any of its officers.
In 1997, in a private placement, the Company issued $550,350 of notes
payable net of $104,626 of deferred financing costs. In 1998, the
Company converted the notes payable to preferred stock as part of the
debt conversion.
In January 1999 the Company issued 10,000 shares of common stock for prepaid
legal services and 20,000 shares of common stock for prepaid administrative
expenses.
In March 1999 the Company granted a stock option pursuant to the 1996
Employees
Stock Option Plan in the amount of 100,000 common shares each at an exercise
price of $1.625 per share and an exercise period of five years.
4. Commitment and contingencies
In September 1998, the Company entered into an agreement with a
Mexican corporation known as Yachts of the Americas' S.A. DE C.V.
("Yachts of the Americas"). Under the agreement, Yachts of the
Americas has agreed to build a manufacturing plant and facilities
and to manufacture boats and luxury motor yachts in strict compliance
with the specifications of the Company. The plant and all machinery
it builds or purchases will remain in the ownership of Yachts of the
Americas. The primary reason for entering into this agreement by the
Company and Yachts of the Americas is to take advantage of the NAFTA
treaty benefits between the two countries. The Company expects to be
more competitive in the United States markets as a results of this
manufacturing agreement.
During 1998, the Company issued to Yachts of the Americas, 2,000,000
shares of its common stock in accordance with the agreement. In
exchange, Yachts of Americas has agreed to provide to the Company
$2,000,000 of future manufacturing services at their cost plus 20%.
In October 1997, the previous landlord of the building in which the
Company leased its office and manufacturing facilities seized
substantially all of the Company's personal property consisting of all
work-in-process inventories, raw material inventories and all
manufacturing equipment, office furniture and fixtures, and molds and
patterns for failure to pay rent under their lease agreement. The
landlord also filed a claim against the Company for approximately
$291,000. In December 1997, the landlord held a lien foreclosure sale
and sold all personal property it had seized.
The company believes it has a substantial claim against the landlord for
unlawfully conducting a landlord's lien foreclosure sale at a time after
the landlord's lien had expired. The Company also believes that certain
equipment; molds and patterns sold had preferential liens against them.
Based on a third party appraisal, the value of the molds and patterns
alone was approximately $5,900,000. The Company is vigorously pursuing
the matter and believes it has a reasonable possibility of a favorable
outcome. No adjustments have been made in the accompanying financial
statements for any gain or loss contingency, as the outcome of the
matter is uncertain.
In February 1997, the Company entered into a retainer agreement relating
to legal services for securities matters with compensation at a rate of
$6,000 per month payable either in common stock of the Company
registered with the Securities and Exchange Commission under Regulation
S-8, if available, and valued at the lowest bid price during the month
payable, or in restricted common stock valued at 50% of the lowest bid
during the month payable.
5. Settlement of Pursley lawsuit. The foregoing financial statements do not
reflect the issuance of 200,000 shares of common stock to be issued pursuant
to the settlement of the Pursley litigation.
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
This discussion may contain statements that could be deemed
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation
Reform Act, which statements are inherently subject to risks and
uncertainties. Forward-looking statements are statements that include
projections, predictions, expectations or beliefs about future events
or results or otherwise are not statements of historical fact.
Such statements are often characterized by the use of qualifying words
(and their derivatives) such as "expect," "believe," "estimate," "plan,"
"project," "anticipate," or other statements concerning opinions or
judgment of the Company and its management about future events.
Factors that could influence the accuracy of such forward-looking
statements include, but are not limited to, the financial success or
changing strategies of the Company's customers, actions of government
regulators, the level of market interest rate and general economic
conditions. All forward-looking statements included herein are based
on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking
statements. It is important to note that the Company's actual results
could differ materially from those in such forward-looking statements
due to the factors cited above. As a result of these factors, there
can be no assurance the Company will not experience material
fluctuations in future operating results on a quarterly or annual
basis, which would materially and adversely affect the Company's
business, financial condition and results of operations.
Results of Operations
The company has continued its efforts in relocating their manufacturing
facilities to Merida, Yucatan, Mexico and its corporate administrative
and sales offices to Plantation, Florida. The Company was not involved
with manufacturing activities.
Current operating results were as expected and budgeted by management. All
production has been discontinued and all non-essential personnel have been
laid off. A net loss of $(15,000) was incurred for the quarter ended
September 30, 1999, due to depreciation of property, plant
and equipment. For the quarter ended September 30, 1998 the net
loss had been $165,238.
Management has emphasized the following areas to improve the operations of
the Company:
- - Relocate manufacturing operations to the Yucatan Peninsula area of
Mexico, which will result in a projected 80% reduction in labor costs.
- - Relocate administrative offices to southern Florida.
- - Increase basic pricing on each yacht to improve gross margins and
reflect the improved product being manufactured.
- - Redefine manufacturing processes to produce yachts more efficiently
and with greater profit margins.
- - Select new materials to continue upgrading the quality of each yacht
while emphasizing production efficiency.
- - Implement a labor tracking information system to monitor and reduce
direct labor costs.
- - Design a new line of yachts to augment the current models offered.
The new yachts will utilize updated manufacturing techniques and have
greater profit margins.
- - Develop relationships with dealers that are able to provide their own
inventory financing.
- - Increase the dealer network to increase sales volume and reach
economies of scale.
- - Utilize CNC equipment to lower costs and expedite manufacturing of
molds and tooling and production of finished yachts.
- - Implements new SCRIMP laminating process to reduce labor and material
production costs.
Tollycraft Yacht Corporation, in its various business forms, has been
manufacturing high quality watercraft for over 64 years. In that period of
time the Company has produced some of the finest motor yachts available.
However, historically unprofitable operations and the circumstances
surrounding the Company's manufacturing facilities and landlord, require
Tollycraft management to make significant changes to the way it does
business.
Financial Condition
The management of Tollycraft is continuing efforts to raise funds in order to
proceed with this business plan. Alternatives being considered to improve the
Company's financial position include converting current debt to equity
through the issuance of preferred shares and the sale of common shares to raise
working capital.
As of September 30, 1999, the Company's current assets equaled $400,512,
comparable to the December 31, 1998 figure of $400,562. In 1998, the Company
converted substantially all of its liabilities to preferred stock. As of
September 30, 1999, current liabilities were zero, the same they were on
December 31, 1998.
Despite the Company's past difficulties in making timely payments to its
creditors, the Company does not expect any difficulties in obtaining raw
materials once production returns to a regular level.
There were no significant capital expenditures for equipment during the
quarter ended September 30, 1999.
In order to begin production at regular capacity the Company continues to be
in need of additional capital to build production tooling, finance inventory
and provide working capital. The Company is dependent on external sources of
liquidity until projected levels of production and improvements in direct
costs and production efficiencies are achieved which will return the Company
to profitability and a positive cash flow. A material commitment for capital
expenditures and working capital is necessary to meet the projected sales and
production goals. The expected source for a majority of the funds is from
financing provided by joint venture production partners for Mexico
manufacturing activities. There can be no assurance that the Company can
achieve the anticipated aforementioned improvements in operations on
acceptable terms.
Year 2000 Compliance
The Company is aware of the issues associated with the programming code in
existing computer systems as the Year 2000 approaches. The "Year 2000"
problem is concerned with whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail. The Year 2000 problem is pervasive and complex as the
computer operation of virtually every company will be affected in some way.
The Company, like most owners of computer software, will be required to
modify significant potions of its software so that it will function
properly in the Year 2000. Preliminary estimates of the total costs to
be incurred by the Company to resolve this problem range from $5,000 to
$10,000. Maintenance or modification costs will be expensed as incurred,
while the costs of new software will be capitalized and amortized over
the software's useful life.
Since the Company mainly uses third party "off-the-shelf" software, it does
not anticipate a problem in resolving the Year 2000 problem in a timely
manner. The Company is currently taking steps to ensure that its computer
systems and services will continue to operate on and after January 1, 2000.
However, there can be no assurance that Year 2000 problems will not occur
with respect to the Company's computer systems. Furthermore, the Year
2000 problem may impact other entities with which the Company transacts
business, and the Company cannot predict the effect of the Year 2000
problem on such entities or the resulting effect on the Company. The
cost to be incurred by the Company related to externally maintained
systems is expected to be minimal.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Tollycraft v. Lemmons, et al., Case No. 99-5380 pending before the Federal
District Court for the Western District of Washington at Tacoma.
Tolly filed suit against D&C Lemmons, LLC, Don and Jane Doe Lemmons, Jerry and
Jane Doe Clark, and Northstar Yachts for conversion of Tollycraft's personal
property consisting of Tollycraft's hull molds, hull plugs, patterns,
associated tooling, and a partially completed 48 foot hull, hull number
48-110. In addition, Tollycraft has asserted claims of violation of
Tollycraft's patent and trademark rights, as well as a breach of contract
action against Don Lemmons based on a consulting agreement between Tollycraft
and Don Lemmons. Tollycraft has prayed for return of its personal property and
for a monetary judgment in an amount not less than $18,000,000.00. A motion
for Partial Summary Judgment has been filed by Tollycraft on the issue of
conversion and is pending before the Court.
D & C Lemmons v. Tollycraft
Cowlitz County, Washington
Stipulated Judgment in the amount of $291,048.00.
Tollycraft has filed a substantial offsetting claim against D & C
Lemmons for unlawfully conducting a landlord's lien foreclosure. Based upon
the law regarding landlord liens, the Company has been advised by counsel
that it has a strong chance of success in its claim against D&C Lemmons.
Dennis Pursley v. Tollycraft Yacht Corporation and 35 others
San Diego Superior Court, San Diego County, California
Claim for intentional misrepresentation, sale of security not qualified for
sale, and fraudulent transfer. On September 23, 1999 the parties settled this
case. Under the terms of the settlement, Tollycraft agreed to issue 200,000
shares of restricted common stock to Pursley et al.
Part II, Item 5. Other Information.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Table:
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter.
[Signatures]
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Tollycraft Yacht Corporation
(Registrant)
Date: November 15, 1999
By:/s/_______________________________
Peter Hobbs, Chairman
Chief Financial Officer
Tollycraft Yacht Corporation 10QSB 9/30/99
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This schedule contains summary financial information extracted from the
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