SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12807
Golden Genesis Company
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(Exact name of registrant as specified in its charter)
Delaware 86-0411983
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4585 McIntyre St. Golden, CO 80403
-------------------------------------------
(Address of principal executive offices)
(Zip Code)
(303) 271-7465
----------------------------------------------------
(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 / /
At October 27, 1998 16,848,896 shares of the Registrant's Common Stock were
outstanding.
GOLDEN GENESIS COMPANY
INDEX
PART I Financial Information Page Number
Item 1. Financial Statements
Consolidated Balance Sheets - September 30,
1998 and December 31, 1997 1
Consolidated Statements of Operations -
Three and nine months ended September 30,
1998 and 1997 2
Consolidated Statements of Cash Flows -
Nine months ended September 30, 1998 and 1997 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 6
PART II Other Information
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
<PAGE> 1
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN GENESIS COMPANY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
Assets 1998 1997
Current Assets (Unaudited)
Cash and cash equivalents $ 1,227,829 $ 1,182,307
Accounts receivable, net 10,470,962 7,276,527
Inventories 7,313,347 5,810,400
Property held for sale, net -- 1,017,779
Deferred tax asset 193,343 193,343
Other current assets 848,625 221,546
Total Current Assets 20,054,106 15,701,902
Property and equipment, net 2,718,609 1,683,560
Deferred tax asset 156,657 156,657
Goodwill, net 5,039,802 1,620,280
Other assets, net 471,739 342,243
---------- ----------
Total Assets $28,440,913 $19,504,642
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Current installments of long-term debt $ -- $ 81,787
Accounts payable 5,239,092 2,912,173
Notes Payable 5,070,170 --
Other accrued expenses 1,741,324 654,227
Total Current Liabilities 12,050,586 3,648,187
Long-term debt, less current installments 5,162,104 4,150,479
---------- ---------
Total Liabilities 17,212,690 7,798,666
Commitments and contingencies
Stockholders' Equity
Preferred stock: $.001 par value,
5,000,000 shares authorized
Series A 12% convertible preferred stock,
125,000 shares authorized; 38,972
shares issued and outstanding 39 39
Series AA 11% convertible preferred stock,
200,000 shares authorized; 44,165 shares
issued and outstanding 44 44
Common stock: $.10 par value, 25,000,000
shares authorized; 16,819,044 and
16,245,044 shares issued and
outstanding, respectively 1,681,904 1,624,504
Additional paid-in capital 17,049,154 16,121,249
Accumulated other comprehensive loss (722,428) (439,890)
Accumulated deficit (6,780,490) (5,599,970)
---------- ----------
Total Stockholders' Equity 11,228,223 11,705,976
Total Liabilities and Stockholders' ---------- ----------
Equity $28,440,913 $19,504,642
========== ==========
See accompanying notes to consolidated financial statements.
<PAGE> 2
GOLDEN GENESIS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended NineMonths Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales, net $11,858,515 $ 8,568,587 $31,184,850 $22,803,841
Cost of sales 10,778,765 6,393,807 26,282,583 17,849,439
---------- ---------- ---------- ----------
Gross profit 1,079,750 2,174,780 4,902,267 4,954,402
Selling, general and
administrative expenses 2,089,131 1,656,241 5,597,925 5,519,894
Asset impairment and
restructuring expense 323,673 - 323,673 -
---------- ---------- ---------- ----------
Income (loss) from operations (1,333,054) 518,539 (1,019,331) (565,492)
Other income (expenses):
Interest expense (161,416) (60,168) (342,407) (83,307)
Other income, net 193,660 20,097 180,565 22,107
---------- ---------- ---------- ----------
Income (loss) before income taxes (1,300,810) 478,468 (1,181,173) (626,692)
Income tax - - - -
---------- ---------- ---------- ----------
Net income (loss) (1,300,810) 478,468 (1,181,173) (626,692)
Preferred stock dividends - 13,132 2,338 40,783
---------- ---------- ---------- ----------
Net income (loss) applicable to
common stockholders $(1,300,810) $ 465,336 $ (1,183,511) $ (667,475)
========== ========== ========== ==========
Net income (loss) per basic
share of common stock $ (0.08) $ 0.03 $ (0.07) $ (0.04)
========== ========== ========== ==========
Weighted average shares
outstanding - basic 16,787,914 16,234,020 16,670,520 16,206,103
========== ========== ========== ==========
Net income (loss) per diluted
share of common stock $ (0.08) $ 0.03 $ (0.07) $ (0.04)
========== ========== ========== ==========
Weighted average shares
Outstanding - diluted 17,006,890 16,333,823 16,875,491 16,416,240
========== ========== ========== ==========
Comprehensive loss $(1,379,215) $ 464,984 $ (1,463,710) $ (667,247)
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 3
GOLDEN GENESIS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
-----------------
1998 1997
Cash flows from operating activities:
Net loss $(1,181,173) $ (626,692)
Adjustments to reconcile net loss to
net cash used in operating activities,
net of effects of acquisitions:
Depreciation and amortization 592,432 395,191
Net gain on sale of assets (176,015) -
Non-cash stock option settlement charge - 650,000
Change in accounts receivable (381,216) (1,362,422)
Change in inventories 1,512,122 (2,147,014)
Change in accounts payable and
accrued expense (719,604) 139,254
Change in other current assets 119,882 22,018
--------- ---------
Net cash used in operating activities (233,572) (2,929,665)
Cash flows from investing activities:
Purchase of property and equipment (405,138) (476,805)
Proceeds from sale of assets 1,308,518 -
Cash paid for acquisitions and other
assets, net of cash acquired (420,366) (378,655)
--------- ---------
Net cash provided (used) by
investing activities 483,014 (855,460)
Cash flows from financing activities:
Repayments of debt (984,767) (540,577)
Proceeds from issuance of debt 750,000 3,802,250
Proceeds from issuance of common stock 34,354 78,980
Cash dividends on preferred stock (3,507) (27,651)
--------- ---------
Net cash provided (used) by
financing activities: (203,920) 3,313,002
Net (decrease) increase in cash and cash
equivalents 45,522 (472,123)
Cash and cash equivalents at beginning
of period 1,182,307 1,377,898
--------- ---------
Cash and cash equivalents at end
of period $1,227,829 $ 905,775
========= =========
Non-cash investing and financing activities:
Stock issued for acquisitions $1,006,250
Debt issued for acquisitions $3,605,000
See accompanying notes to consolidated financial statements.
<PAGE> 4
GOLDEN GENESIS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(UNAUDITED)
Note 1. Inventories
Inventories consist of the following:
September 30, December 31,
1998 1997
Raw materials and goods purchased
for resale $8,136,984 $5,702,452
Work-in-process 35,710 209,494
Less allowance for obsolescence (859,347) (101,546)
Total Inventories $7,313,347 $5,810,400
Note 2. Reclassifications
Certain reclassifications have been made in the 1997 financial statements
to conform to the classifications used in 1998. In addition, all earnings
per share data presented have been adjusted for the adoption of Statement
of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per Share."
Note 3. Asset impairment and restructuring
During the third quarter of 1998 the Company made a decision to restructure
its manufacturing operations. Specialty module manufacturing will be
consolidated in Argentina and the Solarjack water pump manufacturing will
be relocated to Scottsdale and outsourced to external suppliers. This
restructuring will be completed by December 31, 1998. As of September 30,
1998 the Company expensed $288,000 for the impairment of assets used in the
manufacturing operations. This impairment is an estimate of the net book
value less potential sales price of the equipment which will no longer be
used because of the restructuring. The carrying value of the equipment is
approximately $300,000. In addition the Company expensed $36,000 for
severances to be paid to 19 manufacturing, administration and sales
employees to be terminated under the plan. No termination benefits had
been paid as of September 30, 1998. At September 30, 1998 the Company had
a severance reserve of $36,000 included in Other accrued expenses on the
Balance Sheet.
Note 4. Acquisitions
On January 23, 1998 Golden Genesis Company (the "Company") acquired Silicon
Energy Corporation, a California corporation doing business as Utility
Power Group ("UPG"). UPG, headquartered in Chatsworth, California,
functions as a value added systems integrator of solar electric products,
specializing in on-grid and off-grid solar and hybrid power systems. The
acquisition was structured as a merger with Utility Power Group, Inc., a
wholly owned subsidiary of the Company, as the surviving corporation. The
aggregate consideration paid by the Company in connection with this merger
was $1,250,000. The Company issued 400,000 shares of its common stock
valued at $650,000 and paid $600,000 in cash. The Company's principal
stockholder financed the cash portion of the merger. The acquisition of UPG
was accounted for as a purchase and has been included in the Company's
results of operations since January 23, 1998. Accordingly, the purchase
price was allocated to the net assets acquired based upon their estimated
fair market values. The excess of purchase price over the fair market
values of net assets acquired of $1,179,036 is being amortized over 20
years using the straight-line method.
<PAGE> 5
On July 21, 1998 the Company acquired Remote Power, Inc. ("RPI"), a
Colorado corporation. RPI, headquartered in Westminster, Colorado, is a
distributor and systems integrator utilizing solar electric systems for
customers primarily within the oil and gas and railroad industries. The
acquisition was structured and accounted for as a stock purchase with RPI
becoming a wholly owned subsidiary of the Company. The aggregate
consideration paid by the Company in connection with this purchase was
$476,250. The Company issued 150,000 shares of its common stock valued at
$356,250 and paid $120,000 in cash. Accordingly, the purchase price was
allocated to the net assets acquired based upon their estimated fair market
values. The excess of purchase price and expenses incurred over the fair
market value of net assets acquired of $474,237 is being amortized over 20
years using the straight-line method.
On September 4, 1998 the Company acquired Golden Genesis do Brazil Energy
Renovavel, Ltda. ("GGB"), a corporation organized under the laws of the
Federative Republic of Brazil. The acquisition was structured as a stock
purchase with GGB becoming a wholly owned subsidiary of the Company. GGB
was purchased from Golden Technologies Company, Inc. ("GTC"), the Company's
majority shareholder and ACX Technologies, Inc. ("ACX"), GTC's parent
corporation. The purchase was accounted for as a transfer of the net
assets and liabilities of GGB from GTC and ACX to the Company.
The aggregate consideration paid by the Company in connection with this
purchase was $5,000. The $5,000 was in the form of a one-year note payable
to GTC. Goodwill of $155,683 related to GGB is being amortized over 20 years
using the straight-line method.
On September 4, 1998 the Company acquired Solartec Sociedad Anonima
("Solartec"), a corporation organized under the laws of the Republic of
Argentina. The acquisition was structured as a stock purchase with Solartec
becoming a wholly owned subsidiary of the Company. Solartec was purchased
from GTC and ACX. The purchase was accounted for as a transfer of the net
assets and liabilities of Solartec from GTC and ACX to the Company. The
aggregate consideration paid by the Company in connection with
this purchase was a one-year note payable to GTC in the amount of
$3,600,000. Goodwill of $1,820,617 related to Solarted is being amortized
over 20 years using the straight-line method.
The following pro forma information has been prepared assuming that the
Solartec acquisition had occurred on January 1, 1997. The pro forma
information includes adjustments for amortization of goodwill recorded
pursuant to purchase accounting and increased interest expense related to
new borrowings at applicable rates for the purchase. The pro forma
financial information is presented for informational purposes only and may
not be indicative of the results of operations as they would have been had
the transaction been effected on the assumed date, nor is it necessarily
indicative of the results of operations which may occur in the future.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales, net $12,445,523 $10,248,698 $34,528,346 $26,720,034
=========== =========== =========== ===========
Net income (loss) $(1,314,335) $ 433,630 $(1,369,909) $ (841,723)
=========== =========== =========== ===========
Net income (loss) per basic
share of common stock $ (0.08) $ 0.03 $ (0.08) $ (0.05)
=========== =========== =========== ===========
Net income (loss) per diluted
share of common stock $ (0.08) $ 0.03 $ (0.08) $ (0.05)
=========== =========== =========== ===========
</TABLE>
<PAGE> 6
Note 5. New Accounting Standards
Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income," was issued in June 1997. The statement establishes
standards for reporting and display of comprehensive income in financial
statements, and was adopted by the Company in the first quarter of 1998.
The Company's comprehensive income consists of net income, preferred stock
dividends and certain foreign currency translation adjustments.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was issued in June 1997. This statement establishes
standards for the way public business enterprises report information about
operating segments. It also establishes standards for related disclosure
about products and services, geographical areas and major customers. This
statement is effective for the Company's financial statements for the year
ended December 31, 1998 and the adoption of this standard is not expected
to have a material effect on the Company's financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Business Overview
The Company markets, engineers, manufactures and distributes solar electric
systems utilized primarily in remote areas. Areas generally include those
where electric power is needed but access to electricity is unavailable,
inconvenient or costs are relatively high. Two primary markets compose the
majority of the Company's results from operations: the industrial market
and the distribution market.
The Company services a variety of customers in the industrial market. These
customers have power generation needs for communication systems, traffic
signal systems and remote monitoring systems. In addition, the industrial
market includes customers that use solar electric systems connected
directly into power grids.
The Company's distribution market includes more than 700 solar energy
dealers, which are predominantly located in North and South America. The
Company delivers a wide range of solar modules and related hardware to the
dealer network. The distribution market also includes retail sales through
Sunelco, a wholly owned subsidiary of the Company, a systems integrator and
mail-order design firm, and direct sales to end users of prepackaged solar
systems for recreational vehicles and boats and water pumping systems for
small residential customers or large agricultural and village applications.
The Company's operating results reflect the strategic decisions to increase
marketing resources to expand current domestic and international sales and
activities to consolidate manufacturing, operations support and
administration. Management believes that the consolidation will allow the
Company to serve customers with higher quality goods and services at a
lower overall cost.
Results of Operations
Sales: Sales for the third quarter of 1998 were $11,858,000, a 38%
increase over the $8,569,000 for the third quarter of 1997. The third
quarter revenue included a slight decrease in sales in base business and
$3,417,000 of sales from the current year acquisitions of UPG, RPI,
Solartec and GGB. Year to date sales in 1998 were $31,185,000, a 37%
increase over the $22,804,000 in the same period last year. The increase is
due to the acquisitions of UPG, RPI, Solartec and GGB, several large
projects delivered to telecommunications customers including contracts
resulting from the acquisition of certain assets of Integrated Power
Corporation ("IPC") on July 2, 1997, and growth within the domestic
distribution markets.
The Company's sales mix in the third quarter of 1998 was approximately 45%
industrial sales and 55% distribution sales as compared to 52% industrial
products and 48% distribution during the third quarter of 1997. The shift
in the sales mix from industrial to distribution is mainly due to the
acquisition of Solartec and GGB, and a significant increase in base
distribution sales. Overall industrial sales increased primarily as a
<PAGE> 7
result of the previously mentioned acquisitions, however, weaker demand
from the petrochemical industry partially offset the overall increase.
The year to date sales mix was 51% industrial and 49% distribution as
compared to 46% industrial and 54% distribution in the same period of the
prior year. The shift in the year to date mix towards industrial was
largely due to the addition of sales by UPG and several large projects
delivered to the telecommunications industry. This shift was partially
offset by decreased demand in the petrochemical industry.
Gross Profit: Gross profit decreased 50% to $1,079,000 in the third quarter
of 1998 from $2,175,000 in the third quarter of 1997. Gross profit margins
decreased from 25% in the third quarter of 1997 to 9% in the third quarter
of 1998. Gross profit decreased 1% to $4,902,000 in the first nine months
of 1998 from $4,954,000 for the first nine months of 1997. Gross profit
margins decreased to 16% for the first nine months of 1998 from 22% in the
first nine months of 1997.
The decrease in gross profit is largely due to $821,000 in one-time charges
included in the cost of goods sold for the quarter. These charges relate to
the Company's decision to discontinue certain distribution products,
consolidate specialty module manufacturing in Argentina, and relocate and
outsource certain component manufacturing for its Solarjack water pumps and
motors. Without these one-time charges, gross profit for the third quarter
of 1998 would have decreased 13% compared to the third quarter of 1997.
Gross profit margin would have decreased from 25% in the third quarter of
1997 to 16% in the third quarter of 1998. The decrease in gross profit and
gross margin in the third quarter of 1998 excluding one-time charges is due
in part to high margins realized on a telecommunications project in the
third quarter of 1997, lower price realization caused by competition in all
markets and decreased sales to customers in the petrochemical industry.
Without the one time charges the gross profit would have increased 16% to
$5,723,000 in the first nine months of 1998 from $4,954,000 in 1997. Gross
margin would have decreased to 18% for the first nine months of 1998 from
22% in 1997. The increase in gross profit is due to higher sales resulting
primarily from the previously mentioned acquisitions and the domestic
distribution market.
As the Company continues to become more efficient in its operations through
consolidation efforts, it believes that it can continue to increase
efficiencies, improve product quality, enhance customer service and reduce
its operating costs. These factors combined will allow the Company to
remain competitive and increase the Company's gross margins in the future.
Selling, General and Administrative Expenses ("SG&A"): SG&A expenses
increased 26% to $2,089,000 in the third quarter of 1998 from $1,656,000 in
the third quarter of 1997. SG&A expenses increased 1% to $5,598,000 in the
first nine months of 1998 from $5,520,000 in the same period in 1997. SG&A
for year to date 1997 includes a compensation charge of approximately
$800,000 associated with the severance agreements with former executives of
the Company. Excluding the 1997 charge, SG&A increased 18% year to date in
1998 compared to the same period in 1997. Excluding the 1997 settlement
charge and a 1998 one time charge of $13,000, SG&A as a percentage of
sales decreased from 19% in the third quarter of 1997 to 18% in the third
quarter of 1998 and from 21% in the first nine months of 1997 to 18% in the
same period in 1998. The decrease in SG&A as a percentage of sales is a
result of higher sales and the Company's strategy of consolidating
operations, manufacturing and administration in Scottsdale, Arizona.
Asset Impairment and Restructuring Expenses: During the third quarter of
1998 management decided to consolidate the manufacturing of specialty
modules and restructure the manufacturing of Solarjack water pumps. As a
part of this plan, certain fixed assets were impaired. The Company's
reserve for impaired assets was approximately $288,000. In addition the
Company accrued $36,000 for severance payments relating to the release of
employees involved in the manufacture of specialty modules and Solarjack
water pumps.
<PAGE> 8
Other Income (Expense): The Company's non-operating income and expense
primarily consists of interest expense, consulting income and a gain on the
sale of the Company's former Scottsdale facility.
Income Tax: The Company did not recognize any income tax benefit or expense
for the nine months ended September 30, 1998 or 1997. Realization of the
net operating losses generated in prior periods is dependent on generation
of future taxable income and limited by ownership changes. At this time,
management has determined that it is more likely than not that $350,000 of
the deferred tax asset will be realized and therefore has provided a
valuation allowance for all but $350,000 of the deferred tax asset. The
realizability of the deferred tax asset will be monitored on a quarterly
basis.
Net Income (Loss): The Company reported a net loss of $1,301,000 or $0.08
per diluted common share, for the third quarter of 1998 and a net loss of
$1,181,000 or $0.07 per diluted common share, for the first nine months of
1998. In 1997 the Company reported net income of $478,000 or $0.03 per
diluted common share, and a net loss of $627,000 or $0.04 per diluted
common share for the comparable periods. Without one time charges in 1998
the Company would have reported a net loss of $143,000 and $23,000 for the
third quarter and year to date, respectively. Without the one time charge
in 1997 the company would have reported net income of $479,000 and net
income of $173,000 for the third quarter and year to date, respectively.
Lower gross margins as discussed above are primarily responsible for the
change to a net loss for the third quarter and the first nine months of
1998.
Liquidity and Capital Resources
The Company's liquidity is generated from both internal and external
sources and is used to fund short-term working capital needs, capital
expenditures and acquisitions. Internally generated liquidity is measured
by net cash flows from operations, as discussed below, and working capital.
At September 30, 1998, the Company's working capital (current assets minus
current liabilities) was $8,004,000 with a current ratio (current assets
divided by current liabilities) of 1.66 to 1.
The Company has established an unsecured, $4,750,000 line of credit with
ACX Technologies, Inc. ("ACX"), the parent of the Company's majority
shareholder. This facility bears interest, payable quarterly, at 1% below
prime. The principal balance is due October 31, 2000. At September 30,
1998, the Company had borrowed $4,250,000 under this line for use in
funding working capital needs, capital expenditures, the July 1997
acquisition of the assets and certain contracts of IPC and the January 1998
acquisition of UPG.
On September 4, 1998 the Company incurred a $3,600,000 note payable to GTC
in connection with the purchase of Solartec. This note bears interest,
payable quarterly at a rate equal to fifty (50) basis points above the 360
day LIBOR rate on September 4, 1998. The principal balance is due
September 3, 1999.
As shown in the Consolidated Statements of Cash Flows, net cash used by
operations was $234,000 and $2,930,000 for the first nine months of 1998
and 1997, respectively. The decrease in the use of cash for operations
between the first nine months of 1997 and the first nine months of 1998 is
primarily the result of a decrease in inventory partially offset by an
increase in accounts receivable and a decrease in accounts payable and
accrued liabilities. The increases and decreases in current assets and
liabilities are exclusive of assets and liabilities purchased with UPG,
RPI, GGB and Solartec which are recorded in investing activities and
discussed below. In addition the net loss in the first nine months of 1998
offset the cash generated by lower working capital mentioned above.
During the first nine months of 1998, the Company invested $405,000 in
capital expenditures to upgrade computer equipment and leasehold
improvements for the new Scottsdale facility. This represents an increase
of $72,000 over capital expenditures in the first nine months of 1997. The
Company invested $420,000 net of cash acquired for the purchase of UPG,
RPI, GGB, and Solartec in the first nine months of 1998. The UPG purchase
included inventory of $1,977,000, accounts receivable of $710,000 and
liabilities of $2,724,000. The RPI purchase included inventory of
$111,000, accounts receivable of $156,000 and liabilities of $154,000
<PAGE> 9
The GGB purchase included inventory of $254,000, accounts receivable of
$339,000, other current assets of $334,000, net fixed assets of $67,000 and
current liabilities of $664,000. The Solartec purchase included inventory
of $813,000, accounts receivable of $1,748,000, other current assets of
$413,000, net fixed assets of $1,042,000 and current liabilities of
$2,060,000.
Although no assurances can be made, the Company currently expects that cash
flows from operations and access to its line of credit will be sufficient
to meet the Company's needs for working capital, temporary financing for
capital expenditures and acquisitions.
The impact of inflation on the Company's financial position and results of
operations has been minimal and is not expected to adversely affect future
results.
Year 2000
Management has initiated an enterprise-wide program to prepare the
Company's financial, manufacturing and other critical systems and
applications for the Year 2000. The program involves the Company's upper
management as well as project leaders in the Company's critical
departments. The focus of the program is to identify affected software and
hardware, develop a plan to correct that software or hardware in the most
effective manner and implement and monitor that plan. The program also
includes communications with the Company's significant suppliers and
customers to determine the extent to which the Company is vulnerable to any
failures by them to address the Year 2000 issue. The Company anticipates
it will have all modifications and replacements in place before the end of
1999. However, at this time, the Company is not able to determine the
estimated impact on the operations of the Company should it or one of its
suppliers or customers be unable to successfully address the Year 2000
issue.
The Company expects to incur internal staff costs as well as consulting and
other expenses related to the Year 2000 project. In addition, the Company
is replacing certain older software with new programs and systems. Some of
these upgrades will be in response to the Year 2000 issue, however, many
upgrades are part of the Company's normal business plan. Given the
information available at this time, management currently anticipates that
the cost to address the Year 2000 issue should not have a material adverse
effect on the Company's liquidity or results of operations. However, the
Company continues to gather information regarding the total estimated costs
and there can be no assurances that these costs will not be material.
These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K for the
year ended December 31, 1997. The accompanying financial statements have
not been examined by independent accountants in accordance with generally
accepted auditing standards, but in the opinion of the management of the
Company, such financial statements include all adjustments necessary to
summarize fairly the Company's financial position and results of
operations. All adjustments made to the interim financial statements
presented are of a normal recurring nature. The results of operations for
the three month and nine month periods ended September 30, 1998 may not be
indicative of results that may be expected for the year ending December 31,
1998.
Forward-Looking Statements
The statements made in this report that are not historical facts contain
forward-looking information that involves risks and uncertainties.
Important factors that may cause actual results to differ from such forward-
looking statements include, but are not limited to, market demand and
acceptance of the Company's products, the impact of competitive
technologies, products and services, risks associated with any litigation
and claims to which the Company may be a party, availability of critical
materials or supply, the effect of economic and business conditions and
other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission.
<PAGE> 10
PART II. OTHER INFORMATION
Item 5. Other Information
On October 8, 1998 the Company announced that John K. Coors resigned as
President and CEO of the Company. John Coors will continue to be on the
Company's Board of Directors and was elected Chairman of the Board
replacing Jed Burnham. Jed will continue to be a director.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits are filed as part of this Report:
Exhibit
Number Description Page
3.1 Certificate of Incorporation of Golden Genesis Company
(filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference).
3.2 Golden Genesis Company Bylaws adopted June 8, 1998.
(filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference).
4.1 Specimen Certificate representing the Common Stock
of the Company (filed as Exhibit 4-A to the Company's
Annual Report on Form 10-KSB for the year ended August
31, 1988 and incorporated herein by reference).
4.2 Specimen Certificate representing the Series A
Convertible Preferred Stock of the Company (filed as
Exhibit 4.2 to the Company's Form S-3 dated September
19, 1994 and incorporated herein by reference).
4.3 Specimen Certificate representing the Series AA
Convertible Preferred Stock of the Company (filed as
Exhibit 4.3 to the Company's Form S-3 dated September
19, 1994 and incorporated herein by reference).
4.4 Specimen Certificate representing the Series B
Convertible Preferred Stock of the Company (filed as
Exhibit 4.4 to the Company's Form S-3 dated September
19, 1994 and incorporated herein by reference).
4.5 Registration Rights Agreement between the Company,
and Golden Technologies, Inc. and ACX Technologies,
Inc. dated November 21, 1996 (filed as Exhibit 4.5 to
the Company's Annual Report on Form 10-KSB for the year
ended August 31, 1996 and incorporated herein by reference).
10.1 Agreement and Plan of Merger between Photocomm, Inc. and
Silicon Energy Corporation dated January 23, 1998 (filed as
Exhibit 2.1 to Form 8-K on February 18, 1998 and incorporated
herein by reference).
10.2 Agreement and Plan of Merger between Photocomm, Inc., an Arizona
corporation, and Golden Genesis Company, a Delaware corporation,
dated June 9, 1998. (filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
and incorporated herein by reference).
<PAGE> 11
10.3 Articles of Merger of Photocomm, Inc., an Arizona corporation,
into Golden Genesis Company, a Delaware corporation, dated
June 9, 1998. (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference).
10.4 Certificate of Merger of Photocomm, Inc., an Arizona corporation,
into Golden Genesis Company, a Delaware corporation, dated
June 9, 1998. (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference).
10.5 Share Purchase Agreement between Golden Genesis Company
Remote Power, Inc. and its shareholders dated July 21, 1998.
(filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 and
incorporated herein by reference).
10.6 Share Purchase Agreement between Golden Genesis Company,
Golden Technologies Company, Inc. and ACX Technologies, Inc. dated
September 4, 1998. (filed as Exhibit 2 to the Company's Form 8-K
dated September 4, 1998 and incorporated herein by reference).
27 Financial Data Schedule 12
(b) Reports on Form 8-K
Form 8-K dated January 23, 1998 Acquisition of Utility Power Group, amended
and restated bylaws and potential litigation.
Form 8-K dated June 9, 1998 Reincorporation of the Company into Delaware
and completion of the name change to Golden Genesis Company.
Form 8-K dated September 4, 1998 Acquisition of Solartec Sociedad Anonima.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 16, 1998
Golden Genesis Company
By: /s/ J. Michael Davis By: /s/ Jeffrey C. Brines
-------------------- ---------------------
J. Michael Davis Jeffrey C. Brines
Chief Operating Officer Chief Financial Officer
(Acting Chief Executive (Duly Authorized Officer and
Officer) Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
ART. 5 FDS FOR 3RD QUARTER 10-Q
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at September 30, 1998 (Unaudited) and the
Consolidated Statement of Operations for the Nine Months ended September
30, 1998 (Unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> SEP-30-1998
<CASH> $ 1,227,829
<SECURITIES> 0
<RECEIVABLES> 10,697,074
<ALLOWANCES> 226,112
<INVENTORY> 7,313,347
<CURRENT-ASSETS> 20,054,106
<PP&E> 4,974,122
<DEPRECIATION> 2,255,513
<TOTAL-ASSETS> 28,440,913
<CURRENT-LIABILITIES> 12,050,586
<BONDS> 0
<COMMON> 1,681,904
0
83
<OTHER-SE> 9,546,236
<TOTAL-LIABILITY-AND-EQUITY> 28,440,913
<SALES> 31,184,850
<TOTAL-REVENUES> 31,184,850
<CGS> 26,282,583
<TOTAL-COSTS> 32,204,181
<OTHER-EXPENSES> (180,565)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 342,407
<INCOME-PRETAX> (1,181,173)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,181,173)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,181,173)
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
