SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q/SB
[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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________________ to _________________
Commission file number
GLOBUS INTERNATIONAL RESOURCES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 88-0203697
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two World Trade Center
Suite 2400
New York, N. Y. 10048
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(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: 212-839-8000
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 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 [ ]
9,481,616 shares, $.001 par value, as of August 15, 2000 (Indicate the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date)
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
JUNE 30, 2000
(Unaudited)
I N D E X
Page No.
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Part I - Financial Information:
Item 1. Consolidated Financial Statements (Unaudited):
Balance Sheets
As at June 30, 2000 and September 30, 1999 ....... 3
Statements of Operations
For the Three and Nine Months Ended
June 30, 2000 and 1999 ........................... 4
Statements of Cash Flows
For the Nine Months Ended
June 30, 2000 and 1999 ........................... 5
Notes to Consolidated Financial Statements ....... 6-13
Page 2 of 13
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
2000 1999
----------- -----------
A S S E T S
Current assets:
Cash and cash equivalents $ 31,805 $ 34,137
Cash - restricted 619,802 708,837
Accounts receivable 2,649,068 3,679,065
Inventories 773,074 1,170,644
Income tax refunds receivable 40,000 40,000
Prepaid expenses 81,000 12,828
----------- -----------
Total current assets 4,194,749 5,645,511
----------- -----------
Property assets - at cost,
net of accumulated depreciation 27,298 35,410
----------- -----------
Other assets:
Deferred consulting costs 9,532 38,128
Goodwill net of accumulated amortization 100,037 106,607
Organization costs 0 863
Security deposits 26,000 26,000
----------- -----------
Total other assets 135,569 171,598
----------- -----------
$ 4,357,616 $ 5,852,519
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable $ 1,884,823 $ 2,071,934
Notes payable - related parties 298,000 145,000
Loan payable 41,667 0
Accounts and acceptances payable 337,633 381,721
Accrued expenses and other current
liabilities - related parties 137,382 107,205
Accrued expenses and other current liabilities 150,996 359,247
----------- -----------
Total current liabilities 2,850,501 3,065,107
----------- -----------
Commitments and contingencies -- --
Stockholders' equity:
Common stock, $.001 par value, authorized -
50,000,000 shares, issued and outstanding -
9,481,616 9,482 7,772
Additional paid-in capital 5,316,159 5,146,869
Deficit (3,818,526) (2,367,229)
----------- -----------
Total stockholders' equity 1,507,115 2,787,412
----------- -----------
$ 4,357,616 $ 5,852,519
=========== ===========
See accompanying notes to consolidated financial statements.
Page 3 of 13
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GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Three
Months Ended Months Ended
June 30, June 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 7,108,039 $ 8,588,564 $ 1,147,172 $ 2,699,947
Cost of goods sold 6,939,799 8,327,679 1,273,475 2,874,293
----------- ----------- ----------- -----------
Gross profit 168,240 260,885 (126,303) (174,346)
----------- ----------- ----------- -----------
Operating expenses:
Selling 162,646 135,172 34,185 49,475
General and administrative 1,216,130 183,376 1,058,304 38,851
Depreciation and amortization 46,229 86,519 14,953 25,649
----------- ----------- ----------- -----------
1,425,005 405,067 1,107,442 113,975
----------- ----------- ----------- -----------
Income(loss) from operations (1,256,765) (144,182) (1,233,745) (288,321)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 28,114 17,747 8,314 6,216
Interest expense (218,626) (152,961) (94,933) (52,221)
----------- ----------- ----------- -----------
Total other income (expense) (190,512) (135,214) (86,619) (46,005)
----------- ----------- ----------- -----------
Income (loss) before
income taxes (1,447,277) (279,396) (1,320,364) (334,326)
Provision for income taxes 4,020 -- 4,020 --
----------- ----------- ----------- -----------
Income (loss) (1,451,297) (279,396) $(1,324,384) $ (334,326)
=========== =========== =========== ===========
Net income (loss)
per common share $ (.158) $ (.04) $ (0.117) ($ 0.04)
=========== =========== =========== ===========
Weighted average number
of shares outstanding 9,178,283 7,771,616 9,178,283 6,371,616
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 13
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
June 30,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,451,297) $ (279,396)
----------- -----------
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 46,229 86,519
Charge to bad debt allowance 1,000,000 --
Issuance of stock in lieu of salaries and fees 171,000 168,000
Interest charge on conversion of debt -- 15,113
Charge to inventory reserve 400,000 --
Increase (decrease) in cash flows as a
result of changes in asset and liability
account balances:
Accounts receivable 29,997 329,584
Inventories (2,430) 76.322
Prepaid expenses (68,172) (6,030)
Accounts and acceptances payable (44,088) (248,499)
Accrued expenses and other current liabilities:
Related parties 30,177 (147,369)
Other (208,251) 31,024
Income taxes -- --
----------- -----------
Total adjustments 1,354,462 304,664
----------- -----------
Net cash provided by (used in) operating (96,835) 25,268
activities
----------- -----------
Cash flows from investing activities:
Acquisition of property assets (2,088) --
Restricted cash 89,035 (39,846)
Security deposit -- --
----------- -----------
Net cash used in investing activities 86,947 (39,846)
----------- -----------
Cash flows from financing activities:
Proceeds from (payments of) of lines of credit (187,111) (8,645)
Proceeds from loan payable 41,667 --
Proceeds from note payable-related parties 153,000 --
Deferred financing cost -- --
----------- -----------
Net cash provided by (used in) financing activities 7,556 (8,645)
----------- -----------
Net increase(decrease) in cash and cash equivalents (2,332) (23,223)
Cash and cash equivalents at beginning of year 34,137 132,234
----------- -----------
Cash and cash equivalents at end of year $ 31,805 $ 109,011
=========== ===========
Supplemental Schedules of Non-Cash Operating
and Financing Activities:
Common stock issued in conversion of debt $ 0 $ 139,069
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Interest paid $ 218,626 $ 152,961
=========== ===========
Taxes paid $ 4,020 $ 7,781
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5 of 13
<PAGE>
GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - BASIS OF PRESENTATION.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position as of June 30, 2000. The results of operations for
the three and nine months ended June 30, 2000 and 1999 and cash flows for the
nine months ended June 30, 2000 and 1999 are not necessarily indicative of the
results to be expected for the full year.
The September 30, 1999 consolidated balance sheet has been derived from the
audited consolidated financial statements at that date included in the Company's
annual report. These unaudited financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's annual report on.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
(a) Business:
Globus is a full service export distributor of food and paint products from
manufacturers in the United States and Europe primarily to the Russian and CIS
States marketplaces.
Shuttle is engaged in the distribution and exportation of non-food products
such as auto parts and clothing primarily to Russia and the CIS states or,
generally, the same geographic areas involved with the Company's food business.
Both Globus' and Shuttle's business rely upon their established trade
relationships in Russia and the CIS states.
(b) Principles of Consolidation:
The accompanying consolidated financial statements as at June 30, 2000 and
September 30, 1999 and for the nine months ended June 30, 2000 and 1999 include
the accounts of Globus International Resources Corp. and its subsidiaries,
Shuttle International, Ltd. and Globus Foods International, Inc. All material
intercompany transactions and balances have been eliminated in consolidation.
Page 6 of 13
<PAGE>
(c) Revenue Recognition:
The Company recognizes revenues in accordance with generally accepted
accounting principles in the period in which its products are shipped to its
customers. The Company records expenses in the period in which they are
incurred, in accordance with generally accepted accounting principles.
(d) Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
(e) Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
(f) Concentrations of Credit Risk:
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and trade accounts
receivable. The Company places its cash with high credit quality financial
institutions which at times may be in excess of the FDIC insurance limit.
Concentrations of credit risk with respect to trade accounts receivable are
generally limited due to the Company's requiring the prepayment from
approximately 30% of its customers of up to 50% of each sale prior to shipment.
Additionally, the accompanying financial statements reflect an allowance for
doubtful accounts of $1,520,000 and $520,000 at June 30, 2000 and September 30,
1999, respectively.
(g) Inventories:
Inventories, consisting principally of finished goods, are valued at the
lower of cost (first-in, first-out method) or market. The accompanying financial
statements reflect an allowance for the disposal of inventory of $1,104,485 and
$704,485 at June 30, 2000 and September 30, 1999, respectively.
(h) Property and Equipment:
The cost of property and equipment is depreciated over the estimated useful
lives of the related assets of 5 to 7 years. The cost of leasehold improvements
is amortized over the lesser of the length of the related leases or the
estimated useful lives of the assets. Depreciation is computed on the
straight-line method for financial reporting purposes. Repairs and maintenance
expenditures which do not extend original asset lives are charged to income as
incurred.
Page 7 of 13
<PAGE>
(i) Goodwill:
In December 1996, the Company acquired all of the outstanding capital stock
of Shuttle which was owned 90% by officer/directors of the Company. The
remaining 10% was owned by an unaffiliated individual who received 250,000
shares of the Company's common stock for his minority interest which aggregated
$18,571. The Company's common stock had a fair value of $0.60 per share at the
time of acquisition for a aggregate value of $150,000. The difference between
the fair value of the Company's common stock and the minority interest at the
date of acquisition aggregating $131,429 has been attributed to good-will and is
being amortized over fifteen (15) years. Amortization charged to operations was
$2,190 for the three months ended June 30, 2000 and 1999.
(j) Intangibles:
Deferred consulting costs are being amortized over the life of the
consulting agreements. Amortization charged to operations in for the three
months ended June 30, 2000 and 1999 was 9,532 and 21,562, respectively.
(k) Per Share Data:
Net income (loss) per share was computed by the weighted average number of
shares outstanding during each period. The issuance of all common shares in
connection with all stock splits, the Merger and the acquisition of Shuttle have
been retroactively reflected in the computation as if they had occurred as at
October 1, 1996.
Page 8 of 13
<PAGE>
NOTE 3 - PROPERTY ASSETS:
Property assets consist of:
June 30, September 30,
2000 1999
--------- ---------
Data processing and office equipment $ 61,331 $ 59,243
Furniture and fixtures 21,283 21,283
Automobiles and trucks 43,687 43,687
--------- ---------
126,301 124,213
Less: Accumulated depreciation 99,003 88,803
--------- ---------
$ 27,298 $ 35,410
========= =========
Depreciation expense charged to operations for the three months ended June
30, 2000 and 1999 amounted to $3,400 and $1,381, respectively. Depreciation
charged to operations for the nine months ended June 30, 2000 and 1999 was
$10,200 and $13,715, respectively.
NOTE 4 - RELATED PARTY TRANSACTIONS.
(a) Notes Payable:
A stockholder and the Company entered into a loan agreement in April 1996
whereby the stockholder acquired the Company's 7% interest bearing note $125,000
at par. The note was originally payable in full plus accrued interest on March
31, 1997. On April 30, 1997, the note was amended and the due date was extended
to April 30, 1998. As a condition of the extension of the above note, the
Company's 7% interest bearing note payable (which was originally payable in full
plus accrued interest on July 16, 1997) to a professional corporation owned by
this stockholder's spouse in the amount of $75,000 was prepaid in March 1997. No
interest was charged to operations for the three months ended June 30, 2000 and
$2,188 was charged to operations for the three months ended June 30, 1999.
Accrued interest payable on these loans aggregated $31,068 at June 30,2000 and
September 30, 1999, respectively, and is included in accrued expenses-related
party. In May 1997, the stockholder agreed to subordinate his loan to a bank
which had granted the Company a $2,000,000 line of credit. The stockholder has
extended the due date indefinitely and has verbally agreed not to demand payment
of the debt as long as any portion of the line of credit is outstanding.
Page 9 of 13
<PAGE>
RELATED PARTY TRANSACTIONS (Continued)
On August 26, 1996, the parents of the Company's President purchased
Shuttle's 15% interest bearing $20,000 note at par. The note, as amended, is
repayable in full with no definite repayment date. No interest was charged for
the three months ended June 30, 2000. Interest charged for the three months
ended June 30, 1999 was $2,250. Accrued interest payable to these individuals of
$7,750 is included in accrued expenses-related party at June 30, 2000 and
September 30, 1999, respectively. These creditors have agreed to subordinate
this indebtedness to a bank which had granted the Company a $2,000,000 line of
credit in May 1997 and also have verbally agreed not to demand payment of the
debt as long as any portion of the line of credit is outstanding.
During the first quarter of fiscal 2000, three shareholders of the Company
loaned the Company $156,000 due to the current cash needs of the business. These
amounts, expected to be repaid within the year, have no definite repayment terms
and the shareholders have agreed not to require the accrual of interest.
(b) Rent Payable:
Globus and Shuttle lease warehouse space from an entity controlled by three
of the Company's officer/directors. Rent charged to operations in the nine
months ended June 30, 2000 and 1999 was $7,500 and $22,500, respectively, of
which $74,575 was unpaid and included in accrued expenses - related parties at
June 30, 2000 and September 30, 1999, respectively. The leases which expire in
2004 require aggregate monthly rentals of $2,500. Each lease has option for
renewal of five years at aggregate monthly rentals of $3,000.
(c) Officers' Compensation:
In August 1997, the Board of Directors authorized compensation of $90,000
per year for each of the Company's President, CEO and Vice-President commencing
October 1, 1996. The Board's resolution also provided for these officers annual
compensation to increase to $150,000 commencing January 1, 1998. The officers
have agreed to defer payment of their compensation until cash flow permits. One
of the officers has verbally agreed to reduce his compensation to $75,000 per
year in December 1998. In the second quarter of 2000, all three officers agreed
to receive 300,000 shares of stock in lieu of their salaries, which at the
market value at issuance resulted in a $30,000 issuance of stock to each,
charged to expenses at March 31,2000.
Page 10 of 13
<PAGE>
NOTE 5 - MAJOR RELATIONSHIPS AND SEGMENT INFORMATION.
The Company is comprised of two business segments. The distribution of food
products and the distribution of auto paint and parts and clothing. Clothing
sales commenced in July 1996. No sales of clothing were made in the nine months
ended June 30, 2000. Set forth below are sales, operating income, capital
expenditures, depreciation and identifiable assets of the segments.
For the Nine
Months Ended
June 30, 2000
------------
Net sales (000's):
Food products $ 6,805
Other 303
------------
$ 7,108
============
Operating income (loss) (000's):
Food products $ 23
Other (25)
------------
$ 2
============
Depreciation (000's):
Food products $ 42
Other 4
------------
$ 46
============
Identifiable assets (000's):
Food products $ 3,726
Other 532
------------
$ 4,258
============
The food products segment has had only nine (9) customers since it started
shipments in August 1995. One customer accounted for 67% and 85% of the food
products segment's sales for the nine months ended June 30, 2000 and 1999,
respectively. Sales of this segment's products for another customer were 19.1%
and 9.8% for the same periods.
The other segments' sales were to six (6) customers of which one customer
accounted for 83.1% and 62.7%and of sales for the nine months ended June 30,
2000 and 1999, respectively.
Page 11 of 13
<PAGE>
NOTE 6 - COMMITMENTS AND CONTINGENCIES.
(b) Consulting Agreement:
(i) In July 1996, the Company entered into a financial consulting
agreement with an individual who will advise the Company on
certain financial matters. The agreement provides for the
consultant to receive $2,000 a month for his services commencing
in August 1996. The agreement may be terminated by either party
upon two weeks notice.
(ii) The Company entered into a four year consulting services
agreement with Crabbe Capital Group Ltd. under which the
consultant shall (i) introduce the Company to the consultant's
network of domestic and international commercial banking sources,
(ii) advise and assist the Company in identifying, studying, and
evaluating interest and exchange rate fluctuations, and (iii)
assist the Company in securing letters of credit and review
commercial banking alliances and strategies. The Company issued
to the consultant 325,000 shares of its common stock as
compensation for its services. The fair value of the 325,000
shares of common stock issued of $195,000 is being amortized and
charged to operations over the life of the consulting agreement.
(iii) The Company has another financial consulting agreement under
which the consultant for two years will advise the Company's
management in regards to strategic corporate planning, long- term
investment policies and potential mergers and acquisitions. The
consultant was issued 125,000 shares of the Company's stock as
payment for its services to be rendered. The fair value of the
issued shares of $75,000 is being charged over the life of the
agreement.
(c) Employment Contract:
The Company's President, CFO and Vice President of sales were verbally
authorized compensation in aggregate of $127,000 per year through September 30,
1996. The Board of Directors' authorized an annual salary of $90,000 for each of
these officers, who also are members of the Board of Directors for fiscal 1997
and $150,000 for calendar 1998. The officers have agreed to not require any of
the payments due them in excess of what they were paid, in order to keep the
cash flow of the Company. The employment contracts are no longer in place.
Page 12 of 13
<PAGE>
(d) Convertible Debt:
In November 1997, the Company issued, at par, its 10% interest bearing
$500,000 convertible debt security to a foreign corporation. The amount of the
note's principal and/or unpaid interest at 10% can be converted into the
Company's common shares at the noteholder's option throughout the term of the
note. The note is convertible into common shares at the lesser of $2.50 per
share of 75% of the average bid and ask of the Company's common stock for the
five (5) trading days immediately proceeding the noteholder's exercise of the
conversion option and into an equal number of warrants to acquire the same
number of shares at $3.625 per share. As required by generally accepted
accounting principles, a financing charge of $166,667 was charged to operations
in November 1997 for the discount between the amount paid for the note and the
fair value of common shares into which it can be converted.
On January 5, 1998, the noteholder converted $220,000 of debt and $3,857 of
accrued interest into 201,693 shares of the Company's common stock and warrants
to acquire another 201,673 common shares at $3.625 per share. The note agreement
requires the Company to register the common shares which are issued under any
conversion of the debt to common stock by the noteholder. On May 14, 1998, the
noteholder converted an additional $157,890 in principal and interest into
298,964 shares of common stock and warrants to acquire 298,964 common shares at
$3.625 per share.
In December 1998, the noteholders converted $87,783 in principal and
accrued interest of $9,912 into 1,100,000 common shares. In February 1999,
another $41,000 in principal and $5,201 in accrued interest was converted in
222,119 common shares.
NOTE 7 - ALLOWANCES
In the third quarter of fiscal 2000, additional amounts were charged to the
allowance for bad debts of $1,000,000 to reserve for old receivables related to
2 customers which the company still expects to collect but at this point cannot
guarantee when that will happen. Additionally, a reserve of $400,000 against the
inventory of auto paint was recorded due to the fact that significant amounts
have not been sold for a long period of time. The company feels there is still a
market for this inventory, however, it again cannot guarantee when a substantial
sale will take place.
Page 13 of 13
