NMC CORP
10-Q, 1997-03-21
EQUIPMENT RENTAL & LEASING, NEC
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended January 31, 1997

                                       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: 0-3338

                                    NMC CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                              22-1558317
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)
                                      
                          477 Madison Avenue, Suite 701
                            New York, New York 10022
                    (Address of principal executive offices)
                                   (Zip Code)

                                  212-207-4560
              (Registrant's telephone number, including area code)

________________________________________________________________________________
         (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  |_|

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

      At March 1, 1997 there were 1,136,677 shares of Common Stock, $.06 2/3 par
value, outstanding.
<PAGE>

                                    NMC CORP.
                                      INDEX

                                                                        Page No.
                                                                        --------
Part I - Financial Information                                             1

      Item 1.     Financial Statements

                  Consolidated Balance Sheets as of
                  January 31, 1997 (unaudited) and
                  July 31, 1996                                           2 - 3

                  Consolidated Statements of Operations
                  for the Six Months and Three Months Ended
                  January 31, 1997 and 1996 (unaudited)                    4

                  Consolidated Statements of Cash Flows
                  for the Six Months Ended January 31,
                  1997 and 1996 (unaudited)                               5 - 6

                  Notes to Consolidated Financial
                  Statements (unaudited)                                  7 - 10

      Item 2.     Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                             11 - 12

Part II - Other Information

      Item 6.     Exhibits and Reports on Form 8-K                          13

Signatures                                                                  14
<PAGE>

PART I. Financial Information

  Item 1. Financial Statements

      Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that the following
consolidated financial statements be read in conjunction with the year-end
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended July 31, 1996.

      The results of operations for the six month period ended January 31, 1997,
are not necessarily indicative of the results to be expected for the entire
fiscal year or for any other period.


                                      -1-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                    January 31,        July 31,
                                                       1997              1996
                                                    -----------      -----------
                                                    (Unaudited)
Current Assets:
   Cash                                             $    11,457      $    15,592
   Accounts receivable - less allowance
   for doubtful accounts of $9,000                      484,929          587,696
   Inventories                                           74,523           13,468
   Prepaid expenses and sundry
    receivables                                          45,416          132,823
                                                    -----------      -----------
      Total Current Assets                              616,325          749,579
                                                    -----------      -----------
Property, plant and equipment - net                   1,446,693        1,437,612

Unamortized excess of cost over fair
 value of assets acquired                               961,901          979,595

Deferred costs                                          113,458           18,868
                                                    -----------      -----------
      TOTAL ASSETS                                  $ 3,138,377      $ 3,185,654
                                                    ===========      ===========

                                                                     (Continued)

                 See notes to consolidated financial statements.


                                      -2-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

                                                    January 31,       July 31,
                                                       1997             1996
                                                    -----------     -----------
                                                    (Unaudited)
Current Liabilities:
   Short-term borrowings                            $ 1,310,487     $ 1,251,373
   Current portion of long-term debt                     30,835          27,343
   Current portion of capital lease
    obligations                                         317,354         380,897
   Accounts payable                                     257,117         333,153
   Accrued expenses                                     395,747         274,811
   Customer deposits                                    120,142         105,873
   Deferred revenue                                     125,231         138,312
   Due to officer                                       275,000         200,000
   Income taxes payable                                   7,970           7,970
                                                    -----------     -----------
      Total Current Liabilities                       2,839,883       2,719,732
                                                    -----------     -----------
Long-term debt                                           55,217          68,944
Deferred revenues                                         5,301           7,392
                                                    -----------     -----------
      Total Liabilities                               2,900,401       2,796,068
                                                    -----------     -----------
Minority interest in consolidated
 subsidiary                                             559,634         543,461

Stockholders' Deficiency:
  Preferred stock, par value $1; authorized
     500,000 shares (involuntary liquidation
     value $777,912):
       Convertible Series B, at redemption
        value; issued and outstanding 65,141
        shares                                          130,282         130,282
       Cumulative Series C, par value $1,
        issued and outstanding 64,763 shares             64,763          64,763
   Common, par value $.06-2/3; authorized
    20,000,000 shares; issued and outstanding
    1,136,677 and 986,677 shares                         75,816          65,811
   Additional paid-in capital                         7,508,105       7,368,110
   Deficit                                           (8,114,466)     (7,792,894)
   Foreign currency translation adjustment               13,842          10,053
                                                    -----------     -----------
      Total Stockholders' Deficiency                   (321,658)       (153,875)
                                                    -----------     -----------
      TOTAL LIABILITIES AND STOCKHOLDERS'
       DEFICIENCY                                   $ 3,138,377     $ 3,185,654
                                                    ===========     ===========

                 See notes to consolidated financial statements.


                                      -3-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                              Six Months Ended             Three Months Ended
                                 January 31,                  January 31,
                          -------------------------   -------------------------
                              1997          1996          1997          1996
                          -----------   -----------   -----------   -----------
Revenues:
  Sales                   $ 1,052,486   $   513,345   $   510,816   $   314,381
                          -----------   -----------   -----------   -----------
Costs and Expenses:
  Cost of sales               198,909       105,037       103,652        51,011
  Selling, general and
   administrative
    expenses                1,098,419       548,583       567,451       349,143
   Interest expense            85,918        70,314        42,927        60,715
   Other (income)                --         (10,017)         --         (10,017)
                          -----------   -----------   -----------   -----------
                            1,383,246       713,917       714,030       450,852
                          -----------   -----------   -----------   -----------
(Loss) before income
 tax provision               (330,760)     (200,572)     (203,214)     (136,471)

Minority interest in
 net (loss) of 
 consolidated subsidiary      (13,863)         --         (25,331)         --
                          -----------   -----------   -----------   -----------
(Loss) before income
 tax provision               (316,897)     (200,572)     (177,883)     (136,471)

Income tax provision             --            --            --            --
                          -----------   -----------   -----------   -----------
Net (loss)                $  (316,897)  $  (200,572)  $  (177,883)  $  (136,471)
                          ===========   ===========   ===========   ===========
(Loss) per common share         $(.30)        $(.21)        $(.16)        $(.15)
                                =====         =====         =====         ===== 
Weighted average number
 of common shares 
 outstanding                1,062,220       936,677     1,126,351       936,677
                          ===========   ===========   ===========   ===========

                 See notes to consolidated financial statements.


                                      -4-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                           Six Months Ended
                                                              January 31,
                                                       ------------------------
                                                          1997           1996
                                                       ---------      ---------
Cash flows from operating activities:
 Net (loss)                                            $(316,897)     $(200,572)
 Adjustments to reconcile net (loss) to
   net cash from operating activities:
   Depreciation and amortization                         202,083         93,741
   (Gain) loss on sale of equipment                        9,459        (10,017)
   Minority interest in loss of con-
    solidated subsidiary                                 (13,863)          --
   Unpaid executive compensation                          75,000           --
   Changes in operating assets and
    liabilities net of effect from
    purchase of Water Express                             78,526        (72,060)
                                                       ---------      ---------
        Net Cash Provided by (Used in)
         Operating Activities                             34,308       (188,908)
                                                       ---------      ---------
Cash flows from investing activities:
  Purchase of property, plant and
    equipment                                           (140,719)       (67,473)
                                                       ---------      ---------

Cash flows from financing activities:
   Proceeds from borrowings                              499,443        575,703
   Repayments of borrowings                             (437,094)      (279,616)
   Proceeds from sale of equipment                        36,138         16,382
                                                       ---------      ---------
       Net Cash Provided by
         Financing Activities                             98,487        312,469
                                                       ---------      ---------
Foreign currency translation ad-
 justment                                                  3,789        (36,730)
                                                       ---------      ---------
Net increase (decrease) in cash
 and cash equivalents                                     (4,135)        19,358

Cash and Cash Equivalents - beginning
 of period                                                15,592         14,043
                                                       ---------      ---------
Cash and Cash Equivalents - end of
 period                                                $  11,457      $  33,401
                                                       =========      =========

                                                                     (Continued)
                 See notes to consolidated financial statements


                                      -5-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)

                                                            Six Months Ended
                                                              January 31,
                                                        -----------------------
                                                           1997          1996
                                                        ---------     ---------
Changes in operating assets and liabilities:
   Decrease in accounts receivable                      $ 102,767     $  99,806
   (Increase) in inventories                              (61,055)       (6,626)
   Decrease in prepaid expenses and sundry
    receivables                                            87,407         1,754
   (Increase) in deferred acquisition costs               (94,590)      (56,478)
   (Decrease) in accounts payable                         (76,036)      (38,138)
   Increase (decrease) in accrued expenses                120,936       (70,962)
   (Decrease) in income taxes payable                        --            (810)
   (Decrease) in deferred revenue                         (15,172)       (4,027)
   Increase in customer deposits                           14,269         3,421
                                                        ---------     ---------
                                                        $  78,526     $ (72,060)
                                                        =========     =========
Supplemental Information:
   Cash paid during the year for:

      Interest                                          $  72,255     $  11,360
                                                        =========     =========
      Income taxes                                      $    --       $     810
                                                        =========     =========

Supplementary information of non-cash
 investing and financing activities:

  Conversion of convertible debt to common
   stock                                                $ 100,000
                                                        =========

                 See notes to consolidated financial statements.


                                      -6-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. The consolidated balance sheet as of January 31, 1997, the consolidated
statement of operations for the six months ended January 31, 1997 and 1996, and
the consolidated statement of cash flows for the periods then ended have been
prepared by NMC Corp. and Subsidiary ("The Company" or "NMC") and are unaudited.
In the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows for all periods presented have been made.
Certain items in the January 31, 1996 financial statements have been
reclassified to conform to January 31, 1997 classifications. The information for
July 31, 1996 was derived from audited financial statements.

2. The Board of Directors authorized a 1-10 reverse stock split effective as of
April 17, 1995. All share and per share data for prior periods presented have
been restated to reflect the reverse stock split.

3. On February 21, 1997, the Company completed the sale of its only operating
business, Krystal Fountain Water Company Limited ("Krystal") to Matthew
Mitchison, NMC's fifty (50%) percent equity partner in Krystal. The selling
price was approximately $1,600,000 resulting in a gain on the sale of
approximately $400,000.

      Subsequent to the sale the Company liquidated substantially all of its
liabilities. (See Note 9 of Notes to Consolidated Financial Statements). The
Company believes the net cash proceeds resulting from the sale of Krystal after
liquidating the liabilities of the Company will be more than sufficient to
support the Company's operations during the next twelve (12) months. The Company
will also use these funds to pursue additional investment opportunities.

4. On March 14, 1997 the Company amended its original agreement in principle, to
acquire Select Acquisitions, Inc. ("Select"). The amended agreement resolves the
Company exchanging 500,000 shares of NMC common stock for 1,000,000 shares of
common stock of Compost American Holding Company ("CAHC") held by Select.

      The Company has entered into an agreement in principle with Brokerage
Services Management, Inc. ("BSM") whereby the Company will issue to BSM
1,500,000 shares of NMC common stock in exchange for BSM assigning to the
Company BSM's right, title and interest in the following contracts:

     (1) An agreement with Microplastics, Inc. ("Microplastics") to acquire
     Microplastic's North and South Americas rights to the design and
     methodology of enhancing and converting injection mold machines to accept
     recycled plastics and product plastic pallets and other plastic container
     and products.

     (2) An agreement with Microplastics to acquire Microplastic's rights to a
     Liquid Nitrogen Injection Molding Process for the conversion of waste
     plastics into plastic products including, but not limited to, plastic
     pallets and to develop a facility in the Miami, Florida area for the
     purpose of recycling waste plastic and manufacturing plastic pallets and
     other plastic products.


                                      -7-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      (3) An agreement to purchase Universal Vinyl Corporation, a plastics
      recycling and manufacturing company in Florida, that manufactures
      PVC-Vinyl Blinds from recycled plastic, for $1,500,000.

      (4) An agreement to purchase a fifty (50%) percent interest in a golf
      course community development project in Thomaston, Georgia.

      The issuance of shares to BSM is subject to the Company completing its due
diligence and the consummation of the contemplated transactions.

5. In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation". The standard encourages, but
does not require, companies to recognize compensation expense of grants for
stock, stock options and other equity instruments to employees based on fair
value accounting rules. SFAS No. 123 requires companies that choose not to adopt
the new fair value accounting rules to disclose pro forma net income and
earnings per share under the new method. The standard is effective for fiscal
years beginning after December 15, 1995. The Company has not yet determined if
it will adopt the accounting provisions of SFAS No. 123 or only the disclosure
provision. However, the Company does not believe that adoption of SFAS No. 123
will have a significant effect on its results of operations.

6. (Loss) per common share is computed using the weighted average number of
common shares outstanding during the year. The convertible preferred stock and
exercise of warrants are not considered common share equivalents for purposes of
the computation of earnings per share because their effect is antidilutive.

7. Property, plant and equipment consists of the following:

                                                      January 31,      July 31,
                                                         1997            1996
                                                      ----------      ----------
Machinery and equipment                               $1,836,048      $1,652,225
Leasehold improvements                                     6,197           6,197
Master tapes                                              20,001          20,001
                                                      ----------      ----------
                                                       1,862,246       1,678,423
Less accumulated depreciation and
  amortization                                           415,553         240,811
                                                      ----------      ----------
Net Property, Plant and Equipment                     $1,446,693      $1,437,612
                                                      ==========      ==========


                                      -8-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

9. Short-term debt consists of the following:

                                                       January 31,     July 31,
                                                          1997           1996
                                                       ----------     ----------
Secured note, due March 20, 1997
 interest at 7.5% per year (1)                         $  100,000     $  100,000

Secured note, due the earlier of
 March 31, 1997 or within three (3)
 days after the closing of a secondary
 offering of the Company's securities,
 interest at 18% per year (2)                             510,791        649,692
                                                                      
Secured note, due the earlier of                                      
 July 31, 1997 or within ten (10) days                                
 after the closing of a secondary offering                            
 of the Company's securities, interest at                             
 10% per year (3)                                         100,000        200,000
                                                                      
Secured note, due on demand, interest                                 
 at 5% per year (4)                                       104,987         71,593
                                                                      
Unsecured note, due on demand,                                        
 interest at 5% per year (5)                              108,417        103,541
                                                                      
Unsecured note, due on demand, interest                               
 at 5% per year (6)                                       242,892        120,416
                                                                      
Unsecured note, due on demand,                                        
 interest at 5% per year (7)                              143,400          6,131
                                                       ----------     ----------
                                                                      
                                                       $1,310,487     $1,251,373
                                                       ==========     ==========
Long-term debt is as follows:                                         
                                                       January 31,     July 31,
                                                          1997           1996
                                                       ----------     ----------
Secured notes payable, due July, 1997                              
 through April, 2000, interest at 9%
 per year                                              $   86,052     $   96,287
                                                                      
Less current maturities                                    30,835         27,343
                                                       ----------     ----------
                                                       $   55,217     $   68,944
                                                       ==========     ==========
                                                                      
The scheduled repayment of long-term debt is as follows:      

Years Ending July 31,
- - ---------------------
      1997                                             $   27,343
      1998                                                 32,334
      1999                                                 16,322
      2000                                                 20,288
      Thereafter                                             --
                                                       ----------
                                                       $   96,287
                                                       ==========


                                      -9-
<PAGE>

                            NMC CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)  The note payable due Republic Bank was collateralized by a certificate of
     deposit of an affiliate of Mrs. Barbara Greenfield ("Mrs. Greenfield"),
     wife of Mr. Marvin E. Greenfield ("Mr. Greenfield"), the Company's
     President and Chief Executive Officer. The note was repaid on February 28,
     1997 from the proceeds from the sale of Krystal.

(2)  On December 8, 1995, NMC and Krystal entered into separate loan agreements
     with Ballydine Investments Limited ("Ballydine") for a combined
     line-of-credit ("line-of-credit") of up to $750,000. The line-of-credit was
     guaranteed by NMC and was secured by the fifty (50%) percent of Krystal
     owned by the Company. Any amount that Krystal borrowed was secured by an
     English debenture ("Security Agreement") from Krystal which encumbered all
     of Krystal's assets in favor of Ballydine. The lien on this collateral was
     superior to prior liens given to other lenders, including the affiliated
     entities.

     On September 30, 1996, Krystal paid Ballydine $286,000 which liquidated the
     liability to Ballydine from Krystal. The lien on the assets of Krystal by
     Ballydine was released. The monies were advanced from the shareholders of
     Krystal to repay the loan. The advances from the shareholders were due on
     demand if there is sufficient cash flow to pay the shareholders.

     As additional consideration for the line-of-credit, the Company will issue
     9.9% of the outstanding, fully diluted shares of the Company, or 108,414
     shares, in the form of a warrant exercisable at $.001 per share, with
     registration rights.

     The amount due Ballydine from NMC in the amount of $510,791 was repaid on
     February 28, 1997 from the proceeds from the sale of Krystal.

(3)  The secured note to an unaffiliated third party was collateralized by all
     of the common stock of Krystal owned by the Company subordinated to the
     line-of-credit. The note was repaid on February 28, 1997 from the proceeds
     from the sale of Krystal.

(4)  The secured note payable to Mrs. Greenfield was also collateralized by all
     of the common stock of Krystal owned by the Company. The security interest
     was subordinate to the line-of-credit and the third party lender. The note
     was repaid on March 20, 1997 from the proceeds from the sale of Krystal.

(5)  The unsecured note was payable to Mrs. Greenfield representing advances
     made by Mrs. Greenfield to Krystal. The note was repaid on February 28,
     1997 from the proceeds from the sale of Krystal.

(6)  The unsecured note is payable to Matthew Mitchison, the fifty (50%) percent
     owner of Krystal in connection with the acquisition of Water Express by
     Krystal. This liability was assumed by Krystal as part of the agreement by
     Mr. Mitchison to purchase NMC's fifty (50%) percent interest in Krystal.

(7)  The unsecured note was payable to Brokerage Services Management, Inc.
     ("BSM") representing advances for professional fees and interest charges
     made on behalf of NMC. The note was repaid on February 28, 1997 from the
     proceeds from the sale of Krystal.


                                      -10-
<PAGE>

Item 2.  Managements' Discussion and Analysis of Financial Condition and Results
         of Operations
         -----------------------------------------------------------------------

Liquidity and Capital Resources
- - -------------------------------

     On February 21, 1997, the Company consummated the sale of its only
operating subsidiary, Krystal Fountain Water Company Limited. The selling price
was approximately $1,600,000 resulting in a gain of approximately $400,000.
Subsequent to the sale the Company liquidated substantially all of its
liabilities. The net cash proceeds from the sale after the liquidation of the
Company's liabilities should be sufficient to support the Company's operations
for the next twelve (12) months. As of this date, the Company has no operations
to generate any cash flows. The Company will continue to pursue other
investment opportunities.

      On March 14, 1997 the Company amended its agreement in principle with
Select Acquisitions, Inc. ("Select"), whereby the Company will exchange 500,000
shares of NMC common stock for 1,000,000 shares of Compost American Holding
Company ("CAHC") common stock owned by Select.

     The Company has entered into an agreement in principle with Brokerage
Services Management Inc. ("BSM") whereby BSM has assigned its right, title and
interest in four contracts to purchase various entities and their respective
rights. The Company will issue BSM 1,500,000 shares of NMC common stock as
consideration for the assignment subject to the completion of the Company's due
diligence and the consummation of the contemplated transactions.

     In connection with the agreement with Microplastics, Inc. ("Microplastics")
the Company advanced BSM $150,000 as initial funding to purchase equipment for
the Liquid Nitrogen Injection Molding Process. The Company is obligated to pay
within one-hundred twenty (120) days from the date of deposit, the balance of up
to a maximum of $3,500,000 when the molds are ready and the machine has been
subject to test runs. Should the Company not be able to finance the equipment
the Company would lose its right to acquire Microplastic's rights. At that time
BSM will be obligated to repay the $150,000 advance.

      The Company has also agreed to obtain approximately $3,000,000 in funding
to finance the golf course community project.

      Finally, the Company has agreed to purchase Universal Vinyl Corporation, a
plastics recycling and manufacturing company in Florida, that manufactures
PVC-Vinyl Blinds from recycled plastic, for $1,500,000, of which $1,000,000
shall be in cash payable from the proceeds of a contemplated securities offering
by NMC and $500,000 shall be in the form of NMC common stock equivalent to that
sum based on the then average price of NMC shares based on the bid and ask
average at the date of the closing of the contemplated transactions.

      As of this date no financing has been consummated and there is no
assurance that it ever will.

Results of Operations
- - ---------------------

Six Months Ended January 31, 1997 vs. Six Months Ended January 31, 1996
- - -----------------------------------------------------------------------

     As of January 31, 1997, the Company currently operates its only operating
business through Krystal. On November 1, 1995, Krystal acquired substantially
all the net assets of Water Express. The operating results of Water Express have
been included in the consolidated statement of operations from the date of
acquisition.

                                      -11-

<PAGE>

Item 2.  Managements' Discussion and Analysis of Financial Condition and Results
         of Operations (Continued)
         -----------------------------------------------------------------------

      Revenues from sales increased 105.0% to $1,052,486 during the six months
ended January 31, 1997 from $513,345 for the six months ended January 31, 1996.
The increase is primarily due to the inclusion of Water Express in the
settlement of operations, an increase in the number of customers and more demand
for the Company's product.

      Cost of sales increased 89.4% to $198,909 during the six months ended
January 31, 1997 from $105,037 for the six months ended January 31, 1996 due to
the reasons explained above.

      Selling, general and administrative expenses increased 100.2% to
$1,098,419 for the six months ended January 31, 1997 from $548,583 for the six
months ended January 31, 1996. The increase is primarily due to the inclusion
of Water Express in the statement of operations, an expansion of the Company's
marketing program, increase in officers compensation and increases in
depreciation of equipment and amortization of goodwill in connection with the
Water Express acquisition.

      Interest expense increased to $85,918 for the six months ended January 31,
1997 from $70,314 for the six months ended January 31, 1996. The increase is
attributable to the increase in debt incurred by the Company in the six months
ended January 31, 1997.

      The net loss increased 64.9% to $316,897 for the six months ended January
31, 1997 from $200,572 for the six months ended January 31, 1996. The Company
attributes the increase primarily to the increase in officers compensation. The
improved operations of Krystal have not been able to offset the overhead of the
Company at its corporate offices.

Three Months Ended January 31, 1997 vs. Three Months Ended January 31, 1996
- - ---------------------------------------------------------------------------

      Revenue from sales increased 62.5% to $510,816 during the three months
ended January 31, 1997 from $314,381 for the three months ended January 31,
1996. The increase is primarily due to the inclusion of Water Express in the
settlement of operations, an increase in the number of customers and more demand
for the Company's product.

      Cost of sales increased 103.2% to $103,652 during the three months ended
January 31, 1997 from $51,011 for the three months ended January 31, 1996 due to
the reasons explained above.

      Selling, general and administrative expenses increased 62.5% to $567,451
for the three months ended January 31, 1997 from $349,143 for the three months
ended January 31, 1996. The increase is primarily due to the inclusion of
Water Express in the statement of operations, an expansion of the Company's
marketing program, increase in officers compensation and increases in
depreciation of equipment and amortization of goodwill in connection with the
Water Express acquisition.

     Interest expense decreased to $42,927 for the three months ended January
31, 1997 from $60,715 for the three months ended January 31, 1996. The decrease
is attributable to the orgination fees charged by Ballydine on advances made to
NMC and Krystal during the three months ended January 31, 1997.

     The net loss increased 30.3% to $177,883 for the three months ended January
31, 1997 from $136,471 for the three months ended January 31, 1996. The Company
attributes the increase primarily to the increase in officers compensation. The
improved operations of Krystal have not been able to offset the overhead of the
Company at its corporate offices.


                                      -12-
<PAGE>

PART II - OTHER INFORMATION

      Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits:  Exhibit 27.1 Financial Data Schedule.

               (b)  There were no Current Reports on Form 8-K filed by
                   the registrant during the quarter ended January 31,
                    1997.


                                      -13-
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.

                                                  NMC CORP.
                                  ----------------------------------------------
                                                 (Registrant)


Date: March 21, 1997          By: /s/ Marvin Greenfield
                                  ----------------------------------------------
                                  Marvin Greenfield, President and
                                  Treasurer Duly Authorized Officer of the
                                  Registrant (Principal Financial Officer)


                                      -14-

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NMC CORP.
AND SUBSIDIARY FINANCIAL STATEMENTS AT JANUARY 31, 1997 AND THE SIX MONTHS THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              JUL-31-1997
<PERIOD-END>                                   JAN-31-1997
<CASH>                                            11,457
<SECURITIES>                                           0
<RECEIVABLES>                                    493,929
<ALLOWANCES>                                       9,000
<INVENTORY>                                       74,523
<CURRENT-ASSETS>                                 616,325
<PP&E>                                         1,862,246
<DEPRECIATION>                                   415,553
<TOTAL-ASSETS>                                 3,138,377
<CURRENT-LIABILITIES>                          2,839,883
<BONDS>                                                0
                                  0
                                      257,521
<COMMON>                                          75,816
<OTHER-SE>                                      (592,519)
<TOTAL-LIABILITY-AND-EQUITY>                   3,138,377
<SALES>                                        1,052,486
<TOTAL-REVENUES>                               1,052,486
<CGS>                                            198,909
<TOTAL-COSTS>                                  1,297,328
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                85,918
<INCOME-PRETAX>                                 (316,897)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                    (316,897)
<EPS-PRIMARY>                                       (.30)
<EPS-DILUTED>                                          0
        


</TABLE>


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