FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended October 31, 1999 Commission File Number 0-21475
DYNAMIC INTERNATIONAL, LTD.
(Exact Name of Registrant As Specified In Its Charter
Nevada 93-1215401
(State or other jurisdiction of I.R.S. employer
incorporation or organization) identification no.)
58 Second Ave., Brooklyn, New York 11215
(Address of principal executive office)(Zip Code)
718-369-4160
(Registrant's telephone no.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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 ninety days.
Yes X No
As of November 30, 1999, 4,418,258 shares of the Registrant's common stock par
value $.001 were issued and outstanding.
<PAGE>
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
OCTOBER 31,1999 APRIL 30, 1999
--------------- --------------
<S> <C> <C>
Assets
Current Assets
Cash $ 39,026 $ 109,514
Accounts Receivable - 903,820 1,268,913
Inventory 3,778,099 2,444,460
Prepaid Expenses 614,964 109,003
Prepaid and Refundable Income Taxes 35,462 31,640
---------- ----------
Total Current Assets 5,371,371 3,963,530
Fixed Assets, at Cost, Less Accumulated
Depreciation 37,614 46,833
Security Deposits 1,000 13,612
---------- ----------
Total Assets $5,409,985 $4,023,975
========== ==========
Liabilities and Shareholders' Equity
Current Liabilities
Notes Payable-Bank $1,225,000 $ 850,000
Loans Payable - Related Party 600,000 0
Accounts Payable & Accrued Expenses, Non-related 576,373 757,821
Accounts Payable & Accrued Expenses, Related Party 1,173,325 591,429
---------- ----------
3,574,698 2,199,250
Shareholders' Equity
Common Stock 4,419 4,419
Additional Paid-In Capital 4,869,796 4,869,796
Retained Earnings (3,038,925) (3,049,487)
---------- ----------
Totals 1,835,290 1,824,728
Less Treasury Stock (3) (3)
---------- ----------
Total Shareholders' Equity 1,835,287 1,824,725
---------- ----------
Total Liabilities & Shareholders' Equity $5,409,985 $4,023,975
========== ==========
See Accompanying Notes to Consolidated Condensed Financial Statements.
</TABLE>
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<PAGE>
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX FOR THE THREE FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
OCTOBER 31, 1999 OCTOBER 31, 1999 OCTOBER 31, 1998 OCTOBER 31, 1998
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net Sales $4,018,093 $1,581,773 $1,655,526 $3,283,782
Other Income 221 10,824 143 31,751
---------- ---------- ---------- ----------
Cost of Goods Sold $4,018,314 $1,592,597 $1,655,669 $3,315,533
Gross Profit 2,973,928 1,273,208 1,244,649 2,406,527
---------- ---------- ---------- ----------
Selling, General &
Administrative Expense 1,044,386 319,389 411,020 909,006
Interest 977,900 451,056 428,711 944,766
Net Income (Loss)
Before Taxes 55,924 17,538 36,181 35,990
---------- ---------- ---------- ----------
Provision for Taxes 1,033,824 468,594 464,892 980,756
Net Income (Loss) 10,562 (149,205) (53,872) (71,750)
Income (Loss) Per
Common Share 0 (30,745) (25,774) 0
---------- ---------- ---------- ----------
Weighted Average No.
of Common Shares
Outstanding $ 10,562 ($ 118,460) ($ 28,098) ($ 71,750)
========== ========== ========== ==========
Cash Dividends Per
Common Share 0.00 (0.03) (0.01) (0.02)
4,418,258 4,418,258 4,418,258 4,418,258
NONE NONE NONE NONE
</TABLE>
See Accompanying Notes to Consolidated Condensed Financial Statements
-3-
<PAGE>
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
October 31, 1999 October 31, 1998
---------------- ----------------
<S> <C> <C>
Operating Activities
Net income (loss) $ 10,562 $( 71,750)
Adjustments to Reconcile Net Income
to Net Cash Provided (Used for)
Depreciation and Amortization 13,794 26,485
Changes in Assets and Liabilities:
(Increase) decrease in:
Accounts Receivable 365,093 (530,908)
Inventory (1,333,639) (790,158)
Prepaid Expenses (505,961) (617,962)
Prepaid Taxes (3,822) 5,915
Security Deposits 12,612 (4,750)
Increase (decrease) in:
Accounts Payable and Accrued Expenses 400,448 678,255
Income Taxes Payable 0 (79,422)
---------- -----------
Net Cash - Operating Activities (1,040,913) (1,384,295)
Investing Activities:
Purchase of Property and Equipment (4,575) (10,150)
Financing Activities:
Proceeds from Banker's Acceptances 375,000 400,000
Loans from Related Party 600,000
---------- -----------
Net Cash - Financing Activities 975,000 400,000
---------- -----------
Increase (decrease) in Cash and Equivalents (70,488) (994,445)
Cash and Cash Equivalents, Beginning of Period 109,514 1,575,248
---------- -----------
Cash and Cash Equivalents, End of Period $ 39,026 $ 580,803
========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
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<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED OCTOBER 31, 1999 AND 1998
(UNAUDITED)
1. BASIS OF PRESENTATION
The Consolidated Condensed Balance Sheet as of October 31, 1999 and the related
Consolidated Condensed Statements of Operations and Consolidated Condensed
Statements of Cash Flows for the six-month periods ended October 31, 1999 and
1998 are unaudited. In the opinion of management, all adjustments (which include
only normally recurring adjustments) necessary for a fair presentation of such
financial statements have been made.
The April 30, 1999 Balance Sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. The interim financial statements and notes thereto should
be read in conjunction with the financial statements and notes included in the
Company's latest annual report on Form 10-K. The results of operations for the
six-month period ended October 31, 1999 are not necessarily indicative of the
operating results for the entire year.
2. REORGANIZATION AND MANAGEMENT PLAN
On August 23, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. A Plan or Reorganization was
filed by the Company on October 30, 1995 and subsequently amended and modified
on February 22, 1996. On April 5, 1996, the creditors voted to accept the
amended and modified Plan (the "Plan"), and on May 23, 1996, the court confirmed
the Plan. The Plan was substantially consummated in August 1996. For accounting
purposes, the Company assumed the Plan was consummated on July 31, 1996.
As contemplated by the Plan, a new company, Dynamic International, Ltd. was
formed on July 29, 1996. On August 8, 1996, the Company merged into Dynamic
International, Ltd. The capital structure and the balance sheet of the combined
entity, immediately after the merger, were substantially the same as those of
the Company prior to the merger. The "new common stock" is referred to below as
the common stock of Dynamic International, Ltd.
Chapter 11 claims filed against the Company and subsequently allowed in the
bankruptcy proceeding totaled approximately $17,200,000. The Plan discharged
such claims through distributions of cash of approximately $515,000 and issuance
of shares of new common stock. The cash distributions were paid in August 1996.
A total of 3,198,798 shares of new common stock was issued on July 25, 1996, out
of which 2,976,000 shares were issued to one secured creditor; 160,000 shares
were issued to unsecured creditors; and 62,798 shares were issued to the
preconfirmation common stock equity interest holder.
The discharge of claims was reflected in the April 30, 1996 financial
statements. The stock distribution value is based on the reorganization value of
the Company determined by projecting cash flows over an eleven-year period and
discounting such cash flows at a cost of capital rate of 15% and the statutory
federal, state and local tax rates currently in effect. The discounted residual
value at the end of the forecast period is based on the capitalized cash flows
for the last year of that period. Cash distributions and the estimated stock
distribution value totaling $531,561 has been recorded as Other Liabilities as
of April 30, 1996. The gain of approximately $16,700,000 resulting from the
excess of the allowed claims over the total value of the cash and the common
stock distributed to the secured and unsecured creditors has been recorded as an
extraordinary gain for the year ended April 30, 1996.
Continued.....
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<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED OCTOBER 31, 1999 AND 1998
(UNAUDITED)
(CONTINUED)
The eleven-year cash flow projection was based on estimates and assumptions
about circumstances and events that have not yet taken place. Such estimates and
assumptions are inherently subject to significant economic and competitive
uncertainties and contingencies beyond the control of the Company, including,
but not limited to, those with respect to the future courses of the Company's
business activity. Accordingly, there will usually be differences between
projections and actual results because events and circumstances frequently do
not occur as expected, and those differences may be material.
As part of the reorganization, the Company will continue to sell hand and light
exercise equipment and sports bags/luggage, all of which have a proven market
acceptance. Management believes it can increase revenues by increasing its focus
on direct response marketing. Therefore, it intends to develop plans to use
infomercials to market these products. The Company adopted "fresh-start
reporting" in accordance with Statement of Position ("SOP") 90-7 issued July 31,
1996 by the American Institute of Certified Public Accountants. SOP 90-7 calls
for the adoption of fresh-start reporting if the reorganization value of the
emerging entity immediately before the date of confirmation is less than the
total of all post-Petition and allowed claims, and if holders of existing voting
shares immediately before confirmation receive less than fifty percent of the
voting shares of the emerging entity, both conditions of which were satisfied by
the Company. Although the confirmation date was May 23, 1996, fresh-start
reporting was adopted on July 31, 1996. There were no material fresh-start
related adjustments during the period May 23, 1996 to July 31, 1996.
Under fresh-start accounting, all assets and liabilities are restated to reflect
their reorganization value, which approximates book value at date of
reorganization. Therefore, no reorganization value has been allocated to the
assets and liabilities. In addition, the accumulated deficit of the predecessor
company at July 31, 1996 totaling $713,601 was eliminated, and at August 1,
1996, the reorganized company's financial statements reflected no beginning
retained earnings or deficit. The reorganization value in excess of amounts
allocable to identifiable assets was written off at April 30, 1999.
Continued....
-6-
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED OCTOBER, 1999 AND 1998
(UNAUDITED)
(CONTINUED)
3. Inventories
The inventories consist of finished goods.
4. Debt Financing:
On April 30, 1998 the Company entered into a credit agreement with
Chase Manhattan Bank ("Chase") for maximum borrowing of $1,500,000 in the form
of letters of credit and bankers acceptances. The agreement also provided for a
security interest in the inventory and notes and accounts receivables of the
Company. In addition, the agreement provides for the personal guarantee of the
President and major shareholder of the Company in the amount of $250,000. As of
October 31, 1999, the Company's aggregate balance of $1,790,435 consisted of
$1,225,000 in bankers acceptances and $565,435 of outstanding letters of credit.
The bankers acceptances were discounted at 6.25% per annum.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998
GENERAL
The following discussion should be read in conjunction with the Consolidated
Financial Statements and related notes thereto of the Company included elsewhere
herein. The discharge of claims under the bankruptcy proceedings described
immediately below has been reflected in the financial statements for the fiscal
year ended April 30, 1996. Effective August 8, 1996, the Company completed a
migratory merger from Delaware to Nevada by merging into a newly formed Nevada
entity, thereby changing its name from Dynamic Classics, Ltd. to Dynamic
International, Ltd. The balance sheet of the combined entity was substantially
identical to that of the Company prior to the merger. The Company and its
predecessor are herein together referred to as the "Company".
Because of the application of fresh-start reporting, the financial statements
for the periods after reorganization are not comparable in any respects to the
financial statements for the periods prior to the reorganization.
PLAN OF REORGANIZATION
On August 23, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. In May 1996, the Bankruptcy
Court approved a plan of reorganization pursuant to which creditors would
receive partial satisfaction of their claims. The amount of claims allowed under
the bankruptcy proceedings aggregated approximately $17,223,800, which exceeded
the assets as recorded immediately subsequent to the confirmation of the Plan by
approximately $12,970,400. Under the Plan, the Company made cash payments in the
amount of approximately $515,800. MG Holding Corp. ("MG"), which had purchased a
promissory note from the Company's principal financial institution, received
2,976,000 shares of Common Stock, in satisfaction of such promissory note,
representing approximately 93% of the issued and outstanding shares thereby
gaining absolute control over the Company's affairs. An additional 160,000
shares and 62,798 shares were issued to the Company's unsecured creditors and
the Company's existing security holders, respectively. The value of the cash and
securities distributed under the Plan aggregated $531,561. An amount of
$16,692,193, representing the difference between the value of the total
distribution and the amount of allowable claims under the bankruptcy was
recorded as an extraordinary gain.
Continued.....
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
RESULTS OF OPERATIONS
Statements contained herein which are not historical facts are forward-looking
statements. Forward looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions, the
Company's ability to complete development and then market its products and
competitive factors and other risk factors detailed herein.
Sales for the six months ended October 31,1999, increased by $734,000 or 22.4%
to $ 4,018,000 from $3,284,000 for the six months ended October 31, 1998. During
the six months ended October 31, 1999, sales to Kohl's Department Stores and
Meijer, Inc. increased by $566,000 and $230,000, respectively.
The Company's gross profit $1,044,000 for the six months ended October 31, 1999
was $135,000 higher than the gross profit of $909,000 for the six months ended
October 31, 1998. This was primarily the result of the increased sales volume.
Operating expenses, exclusive of interest expense, for the six months ended
October 31, 1999 were $33,000 higher than the six months ended October 31, 1998.
This increase is represented approximately by changes in the following expenses:
Increase
(Decrease)
----------
Research and Development ($ 7,000)
Shipping Fees $ 28,000
Sales representative Commissions $ 20,000
Advertising and Promotion ($ 8,000)
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
Research and development expenditures decreased by $7,000 because of a decrease
in product development consulting expenditures. Shipping fees and sales
representative commissions increased due to the increased sale volume by $28,000
and $20,000, respectively. Advertising and promotion expenses decreased by
$8,000 due to decreased expenditures for promotional materials.
Interest expense for the six months ended October 31, 1999 increased by $20,000
due to increased borrowing on the Company's bank credit line.
The following table sets forth the results of operations for the periods
discussed above:
SIX MONTHS SIX MONTHS
ENDED ENDED
OCTOBER 31,1999 OCTOBER 31, 1999
Net Sales 4,018,000 3,284,000
Other Income 0 32,000
--------- ---------
4,018,000 3,316,000
Costs of Goods Sold 2,974,000 2,407,000
--------- ---------
Gross profit 1,044,000 909,000
Operating Expenses 978,000 945,000
Interest 56,000 36,000
--------- ---------
1,034,000 981,000
--------- ---------
Pretax Profit (Loss) 10,000 (72,000)
The Company's pretax profit of $10,000, for the six months ended October 31,
1999, represents an $82,000 increase over the pretax loss of $72,000 for the six
months ended October 31, 1998.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
Liquidity and capital Resources
During the six months ended October 31, 1999, cash used by operating activities
amounted to $1,041,000. This was the result of increases in inventory and
prepaid expenses of $1,334,000 and $506,000, respectively. These uses of cash
were offset by net income, a decrease in accounts receivable and an increase in
accounts payable and accrued expenses of $10,000, $365,000 and $400,000,
respectively.
Investing activities used cash of $4,575 for molds.
Financing activities provided cash of $975,000.
Pursuant to an unwritten understanding, Achim Importing, Inc. ("Achim") a
company owned by Morton B. Grossman, President of the Company, makes its lines
of credit available to the Company which will enable it to finance the purchases
of its inventory from overseas suppliers. Also, from time to time Achim will
purchase the products directly from the manufacturer and resell them to the
Company with out markup. In addition, Achim will from time to time, loan funds
to the Company for working capital. The Company believes that current levels of
inventory, accounts receivable, the Chase Manhattan credit line, the
availability of Achim's credit line to finance the Company's purchase of
inventory and working capital loans from Achim, will be sufficient to finance
its operations for the next twelve months.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
YEAR 2000 COMPLIANCE
Pursuant to a warehousing agreement with Achim Importing Co.Inc., ("Achim")
which is wholly owned by Morton B. Grossman, the Company's Chairman and
President, the Company relies exclusively on Achim's software and operating
systems for operations, financial accounting systems and various other
administrative functions. Achim has assured the Company that it is has reviewed
its computer systems to identify those areas that could be adversely affected by
Year 2000 software failures and has taken the appropriate steps to avoid Year
2000 problems. Currently, the Company cannot predict the effect of the Year 2000
problem on entities with which it transacts business and there can be no
assurance it will not have a material adverse impact on the Company's business,
financial condition, results of operations or cash flows.
SEASONALITY AND INFLATION
The Company's business is highly seasonal with higher sales typically in the
second and third quarter of the fiscal year as a result of shipments of
merchandise related to the holiday season.
Management does not believe that the effects of inflation will have material
impact on the Company, nor is it aware of changes in prices of material or other
operating costs or in the selling price of its products and services that will
materially affect the Company's profits. Statements contained herein which are
not historical facts are forward looking statements. Forward-looking statements
involve a number of risks and uncertainties including, but not limited to,
general economic conditions, the Company's ability to complete development and
then market its products and competitive factors and other risk factors detailed
herein.
-12-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
Sales for the three months ended October 31, 1999 increased by $74,000 or 5% to
$1,656,000 from $1,582,000 for the three months ended October 31, 1998.
The Company's gross profit of $411,000 for the three months ended October 31,
1999 was $91,000 more than the gross profit of $320,000 for the three months
ended October 31, 1998. This increase was the result of the increased sales and
sales of merchandise with a higher gross profit.
Operating expenses for the three months ended October 31, 1999 were $22,000 less
than the three months ended October 31, 1998. This decrease is represented
approximately by changes in the following expenses:
Increase
(Decrease)
Research and Development ($18,000)
Salesmen Salaries $13,000
Insurance ( $7,000)
Travel and Entertainment ($11,000)
Research and Development expenditures decreased by $18,000 because of a decrease
in product development consulting expenditures. Salesmen salaries increased by
$13,000 because an additional sales person was added. Insurance costs declined
by approximately $7,000 due to reduced premiums. Travel and entertainment
expenditures decreased by $11,000.
Interest expense for the three months ended October 31, 1999, increased by
$18,000 due to increased borrowing on the Company's bank credit line.
-13-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1999
AS COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1998
(CONTINUED)
The company's pretax loss of $54,000 represents an approximate $95,000 change
from a pretax loss of $149,000 for the three months ended October 31, 1998.
The following table sets forth the results of operations or the periods
discussed above:
THREE MONTHS THREE MONTHS
ENDED ENDED
OCTOBER 31, 1999 OCTOBER 31,1998
NET SALES $1,656,000 $1,582,000
OTHER INCOME 0 11,000
---------- ----------
1,656,000 1,593,000
COSTS OF GOODS SOLD 1,245,000 1,273,000
---------- ----------
GROSS PROFITS 411,000 320,000
OPERATING EXPENSES 429,000 451,000
INTEREST 36,000 18,000
---------- ----------
465,000 469,000
---------- ----------
PRETAX PROFIT (LOSS) (54,000) (149,000)
-14-
<PAGE>
Part II. Other Information
None
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DYNAMIC INTERNATIONAL, LTD.
Date _________________ By ___________________________________________
William P. Dolan, Vice President, Finance
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B).
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> APR-30-2000
<CASH> 39026
<SECURITIES> 0
<RECEIVABLES> 903820
<ALLOWANCES> 235685
<INVENTORY> 3778099
<CURRENT-ASSETS> 5371371
<PP&E> 1426525
<DEPRECIATION> 1388921
<TOTAL-ASSETS> 5409985
<CURRENT-LIABILITIES> 3574698
<BONDS> 0
0
0
<COMMON> 4419
<OTHER-SE> 1830868
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 4018093
<TOTAL-REVENUES> 4018314
<CGS> 2973928
<TOTAL-COSTS> 2973928
<OTHER-EXPENSES> 977900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55924
<INCOME-PRETAX> 10562
<INCOME-TAX> 0
<INCOME-CONTINUING> 10562
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10562
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
