UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 20, 1998
(Date of earliest event reported): September 4, 1998
GOLDEN GENESIS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-12807 86-0411983
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4585 McIntyre St. Golden, CO 80403
(Address of principal executive offices) (Zip Code)
(303) 271-7465
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits
Set forth below is the information required by Items 7(a),Financial
Statements of Acquired Businesses, and 7(b), Pro Forma Financial Statements, of
Form 8-K with respect to the acquisition of Solartec Sociedad Anonima as
disclosed on Golden Genesis Company's ("GGC") Form 8-K filed with the Securities
and Exchange Commission on September 21, 1998.
Financial Statements of Acquired Business and Pro Forma Financial
Statements
Solartec Sociedad Anonima Audited Financial Statements
Independent Auditor's Report
Balance Sheets as of December 31, 1997 and 1996
Statements of Income for the Years Ended December 31,
1997 and 1996
Statements of Stockholders' Equity for the Years Ended
December 31, 1997 and 1996
Statements of Cash Flows for the Years Ended December 31,
1997 and 1996
Notes to the Financial Statements
Solartec Sociedad Anonima Unaudited Financial Statements
Balance Sheet as of September 30, 1998
Statement of Income for the Nine Months Ended September 30, 1998
Statement of Cash Flows for the Nine Months Ended September 30, 1998
Notes to the Financial Statements
Pro Forma Financial Statements
Golden Genesis Company Unaudited Pro Forma Statements of Income for the Year
Ended December 31, 1997 and the Nine Months Ended September 30, 1998.
7(a) Financial Statements of Business Acquired
Solartec Sociedad Anonima Audited Financial Statements
AUDITORS' REPORT
To the President and Directors of
SOLARTEC Sociedad Anonima
We have examined the accompanying balance sheets of SOLARTEC Sociedad Anonima as
of December 31, 1997 and 1996, and the related statements of income,
stockholderss equity and cash flows for the years then ended. These financial
statements are the responsibility of SOLARTEC management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and included such tests of the accounting
records and such other auditing procedures as we considered necessary in the
circumstances. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of SOLARTEC Sociedad Anonima at
December 31, 1997 and 1996, the results of its operations, changes in
stockholders' equity and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & Co.
Buenos Aires, November 3, 1998
SOLARTEC SOCIEDAD ANONIMA
BALANCE SHEETS AS OF DECEMBER 31, 1997 AND 1996
(in U.S. dollars - Note 1)
ASSETS 1997 1996
CURRENT ASSETS
Cash & banks $ 137,863 $ 54,507
Trade receivables 1,584,257 1,104,835
Other receivables (Note 3.a) 556,677 454,260
Inventories (Note 4.a) 1,147,987 1,148,958
Inventories-Equipment in construction 51,431 81,635
Total Current Assets 3,478,215 2,844,195
NON-CURRENT ASSETS
Other receivables (Note 3.b) 205,782 205,782
Deferred income tax ( Note 5 ) 100,460 100,460
Inventories (Note 4.b) 46,293 50,567
Property, plant and equipment (Note 6) 820,657 453,273
Intangible assets 953 1,314
Total Non-Current Assets 1,174,145 811,396
TOTAL $ 4,652,360 $ 3,655,591
LIABILITIES
CURRENT LIABILITIES
Accounts payable - trade $ 850,666 $ 776,377
Debt (Note 7.a) 1,502,132 709,312
Accrued payroll expense 88,799 80,844
Taxes 38,581 2,250
Other liabilities 116,228 88,210
Total Current Liabilities 2,596,406 1,656,993
NON-CURRENT LIABILITIES
Debt (Note 7.b) 172,499 11,385
Taxes -- 5,743
Total Non-Current Liabilities 172,499 17,128
Total Liabilities $ 2,768,905 $ 1,674,121
STOCKHOLDERS' EQUITY
Common Stock $ 3,515,135 $ 3,515,135
Legal reserve 42,601 42,601
Accumulated deficit (1,674,281) (1,576,266)
Total Stockholders' equity 1,883,455 1,981,470
TOTAL $ 4,652,360 $ 3,655,591
The attached notes are an integral part of these statements
SOLARTEC SOCIEDAD ANONIMA
STATEMENTS OF INCOME FOR THE YEARS
ENDED DECEMBER 31, 1997 AND 1996
(in U.S. dollars - Note 1)
1997 1996
Net sales $ 5,326,330 $ 4,742,642
Cost of sales (4,110,901) (3,661,236)
Gross profit 1,215,429 1,081,406
Expenses:
Selling (311,989) (237,542)
Administrative (779,527) (796,821)
Operating profit 123,913 47,043
Interest expense (including bank commissions) (244,404) (434,184)
Other income (expenses) - net ( Note 8) 50,495 (228,186)
Loss from affiliated company (28,019) (76,341)
Net loss before income tax (98,015) (691,668)
Income tax (Note 9) - (148,981)
Net loss for the year $ (98,015) $ (840,649)
Net loss per common share $ (0.14) $ (1.22)
Weighted average common shares outstanding 690,000 690,000
The attached notes are an integral part of these statements
SOLARTEC SOCIEDAD ANONIMA
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(in U.S. dollars - Note 1)
<TABLE>
<CAPTION>
Appropriated Unappropriated
Common Stock Retained Earnings Retained Earnings
Legal reserve (Accumulated Deficit) TOTAL
<S> <C> <C> <C> <C>
Balance, January 1, 1996 $ 2,015,135 $ 36,802 $ (654,531) $ 1,397,406
Prior year adjustment
- - Depreciation of Property,
Plant and Equipment (note 6) (75,287) (75,287)
Irrevocable contribution 1,500,000 1,500,000
Appropriation to legal reserve 5,799 (5,799)
Net loss for the year (840,649) (840,649)
Balance, December 31, 1996 $ 3,515,135 $ 42,601 $ (1,576,266) $ 1,981,470
Net loss for the year (98,015) (98,015)
Balance, December 31, 1997 $ 3,515,135 $ 42,601 $ (1,674,281) $ 1,883,455
</TABLE>
The attached notes are an integral part of these statements
SOLARTEC SOCIEDAD ANONIMA
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(in U.S. dollars - Note 1)
1997 1996
Cash flows from Operating Activities
Net loss for the year $ (98,015) $ (840,649)
Adjustments to reconcile net loss for the year
to net cash (used) provided by operating activities:
Deferred Income tax 185,698 (137,618)
Allowance for deferred income tax
charge (recovery) (185,698) 286,599
Allowance for tax credit - industrial promotional
regime (recovery) charge (82,938) 308,869
Depreciation of Property, plant and equipment 101,719 87,080
Withdrawals of Property, plant and equipment 58,370 8,648
Depreciation of Intangible assets 361 193
Loss from affiliated company 28,019 76,341
Change in assets and liabilities:
Trade receivables (479,422) 84,553
Other receivables (19,479) 260,931
Inventories 35,449 281,562
Intangible Assets - (694)
Accounts payable - trade 74,289 (794,163)
Advances from customers - (8,082)
Accrued payroll expense 7,954 3,557
Taxes 30,588 7,993
Other liabilities - (87,389)
Net cash used in operating activities (343,105) (462,269)
Cash flows from Investing Activities
Purchase of Property, plant and equipment (527,473) (72,853)
Net cash used in investing activities (527,473) (72,853)
Cash flows from financing activities
Irrevocable contribution to capital - 1,500,000
Net increase (decrease) in current debt 792,820 (372,543)
Net increase (decrease) in non current debt 161,114 (551,602)
Net cash provided by financing activities 953,934 575,855
Net increase in cash 83,356 40,733
Cash at beginning of year 54,507 13,774
Cash at end of year $ 137,863 $ 54,507
Cash paid during the year for:
Interest $ 179,760 $ 378,321
Taxes $ 45,873 $ 38,069
The attached notes are an integral part of these statements
SOLARTEC SOCIEDAD ANONIMA
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(in U.S. dollars)
1. PURPOSE AND TRANSLATION OF THE FINANCIAL STATEMENTS
a) These financial statements expressed in U.S. dollars have been prepared to
enable GOLDEN GENESIS COMPANY to account for its interest in SOLARTEC S.A.
b) SOLARTEC S.A. (the "Company") is a corporation registered and operating in
Argentina. All transactions are recorded in the statutory accounting books in
pesos. The translation of the financial statements of SOLARTEC S.A. into U.S.
dollars for the purpose indicated on the paragraph a) above, has been made
following the guidelines of Statement of Financial Accounting Standards ("SFAS")
No. 52.
Major operations of SOLARTEC S.A. (sales and purchases) are stated in U.S.
dollars. Accordingly the U.S. dollar has been designated as the functional
currency. Local currency denominated transactions are remeasured into the
functional currency.
c) The remeasurement process described in SFAS No. 52 should produce the same
result as if the entity's accounting books of record had been initially recorded
in the functional currency. Accordingly inventories, property plant and
equipment, capital contributions and other stockholders accounts have been
translated into U.S. dollars taking into account the exchange rate prevailing at
each transaction date. Monetary assets and liabilities are translated using the
year end exchange rate.
Profit and loss accounts were translated using average exchange rates for the
periods in which they were accrued, except for the consumption of non monetary
assets for which their respective dollar translated costs were considered.
d) The rate of exchange for the U.S. dollar has remained unchanged since 1991
when the Convertibility Law was enacted at the parity of U.S. 1 = $ 1.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America and are expressed in U.S.
dollars. Main accounting criteria used are as follows:
Inventories
Inventories are stated at the lower of cost or market, on a first-in, first-out
basis.
Investment
The investment in the SOLARTEC S.A. and THE NEW WORLD POWER CORPORATION - Joint
Venture is stated at the equity method considering the financial statements for
the years ended December 31, 1997 and 1996.
Property, Plant & Equipment
Fixed assets are stated at cost less accumulated depreciation. Depreciation is
determined on a straight-line basis over the estimated useful lives of the
assets, ranging from 10 to 50 years (see Note 6).
3. OTHER RECEIVABLES
The detail of other receivables is as follows:
1997 1996
a) Current
Solartec S.A. - The New World
Power Corporation - Joint Venture $ 54,848 $ 29,031
Advances to local suppliers 20,775 5,431
Advances to foreign suppliers 28,581 39,158
Tax credits ( Industrial promotional regime) 340,941 317,586
Advances and loans to staff 9,920 5,123
Recoverable claims 29,566 -
Prepaid expenses 63,067 35,650
Deposits in guarantee 180 10,980
Miscellaneous 8,799 11,301
TOTAL $ 556,677 $ 454,260
b) Non-current:
Tax credits ( Industrial promotional regime) $ 225,931 $ 308,869
Deposits in guarantee 2,314 2,314
Interest and balance adjustments receivable 203,468 203,468
Subtotal 431,713 514,651
Less:
Allowance for other receivable (225,931) (308,869)
TOTAL $ 205,782 $ 205,782
4. INVENTORIES
The detail of inventories is as follows:
1997 1996
a) Current:
Raw materials $ 393,429 $ 223,202
Materials 142,600 275,272
Products in process 140,367 136,413
Finished products 414,256 438,078
Materials in transit 57,246 74,978
Advances to suppliers 89 1,015
TOTAL $ 1,147,987 $ 1,148,958
b) Non-current
Raw materials $ 3,033 $ 3,033
Materials 4,336 6,025
Products in process 540 540
Finished products 38,384 40,969
TOTAL $ 46,293 $ 50,567
5. DEFERRED INCOME TAX
The detail of deferred income tax is as follows:
1997 1996
a) Current
Deferred income tax $ 19,333 $ 27,599
Allowance for deferred income tax (19,333) (27,599)
TOTAL - -
b) Non-current
Deferred income tax $ 182,028 $ 359,460
Allowance for deferred income tax (81,568) (259,000)
TOTAL $ 100,460 $ 100,460
6. PROPERTY, PLANT AND EQUIPMENT
The detail of Property, plant and equipment is as follows:
1997 1996
Machinery and Equipment $ 67,761 $ 83,264
Installations 55,847 7,070
Furniture 64,100 46,909
Laboratory instruments 42,693 36,192
Vehicles 72,637 111,363
Tools 13,444 14,586
Exhibition items 11,064 5,691
Data Processing 8,688 1,952
Leasehold Improvements - 4,609
Land 154,570 37,909
Buildings 329,853 103,728
TOTAL $ 820,657 $ 453,273
The evolution of these accounts is as follows:
Balance (original value) as of December 31, 1995 $ 736,825
Additions 72,853
Withdrawals (38,767)
Balance (original value) as of December 31, 1996 $ 770,911
Accumulated depreciation as of December 31, 1995 $ 185,390
Prior year adjustment due to change in the
method of depreciation (1) 75,287
Depreciation for the year 87,080
Withdrawals (30,119)
Accumulated depreciation as of December 31, 1996 $ 317,638
Net value as of December 31, 1996 $ 453,273
Balance (original value) as of December 31, 1996 $ 770,911
Additions 527,474
Withdrawals (117,003)
Balance (original value) as of December 31, 1997 $1,181,382
Accumulated depreciation as of December 31, 1996 $ 317,638
Depreciation for the year 101,719
Withdrawals (58,632)
Accumulated depreciation as of December 31, 1997 $ 360,725
Net value as of December 31, 1997 $ 820,657
(1) This change was made in order to comply with the accounting policies of the
Parent company, which basically recognize the depreciation of the assets in the
year of the acquisition.
7. DEBT
The detail of debt is as follows:
1997 1996
a) Current:
In local currency
Overdrafts $ 1,328,404 $ 298,298
Bank loans 16,618 206,412
1,345,022 504,710
In foreign currency
Bank loans 129,083 174,802
Other debt 28,027 29,800
157,110 204,602
TOTAL $ 1,502,132 $ 709,312
1997 1996
b) Non-current:
Bank loans $ 172,499 $ 11,385
TOTAL $ 172,499 $ 11,385
Loans bear interest ranging between 11% and 25% annually.
8. OTHER INCOME (EXPENSES) - NET
The detail of other income (expenses) is as follows:
1997 1996
Tax loss (Industrial promotional regime) $ (18,995) $ -
Recovery of the allowance for bad debts - 71,632
Allowance for tax credit (Industrial
promotional regime) - Recovery (charge) 82,938 (308,869)
Miscellaneous (13,448) 9,051
TOTAL $ 50,495 $(228,186)
9. INCOME TAX
The criteria set forth in Statement of SFAS No. 109 (liability method) have
been used.
In accordance with SFAS No. 109 the Company recognized a tax credit based on tax
loss carryforwards which is available to offset future taxable income.
The reconciliation between the recorded provision for income tax and the
provision for income tax at the statutory rate on income is as follows:
1997 1996
Net (loss) before income tax $ (98,015) $ (691,668)
Income tax credit at statutory rate of 33 % 32,345 228,250
Non-taxable items (at statutory rate of 33 %)(*) (32,345) (377,231)
Income tax deferred / (Tax loss carryforward) $ - $ (148,981)
(*) Mainly unusual tax loss and recovery of allowances (Note 8) for 1997 and
allowances in 1996 and the effect of the deferred income tax in both years.
The income tax is as follows:
1997 1996
Deferred $ (185,698) $ 137,618
Allowance for income tax deferred-
recovery (charge) 185,698 (286,599)
TOTAL $ - $ (148,981)
The tax loss carryforward available to offset future taxable income amounts to
approximately $610,000 in 1997 and $1,173,000 in 1996. The income tax effect of
such tax loss carryforward gave rise to a deferred income tax asset of $201,361
in 1997 and a total of $387,059 in 1996. An allowance amounting to $100,901
in 1997 and $286,599 in 1996 has been recorded.
10. SEGMENT DATA
Operations of the Company correspond to a single line of business and are mainly
carried out within Argentina.
11. DIVIDENDS AND APPROPRIATION OF RETAINED EARNINGS (ACCUMULATED DEFICIT)
Cash dividends are declared by the stockholders' and based upon available
retained earnings as per Argentine statutory financial statements.
The balance of accumulated deficit as per the statutory financial statements as
of December 31, 1997 and 1996 amounts to $119,388 and $38,131, respectively.
The Company is required by law to appropriate to a legal reserve, 5% of each
year net income, until such reserve is equal to 20% of the total registered
capital. The reserve may be used only to offset accumulated losses, and upon
liquidation of the Company.
12. COMMON STOCK
Capital stock is composed of one class of common shares having right to 1 vote
each and the same face value of 1 peso each.
Total number of common shares outstanding is as follows:
As of December 31, 1995 6,559,138,810
As of December 31, 1996 690,000
As of December 31, 1997 690,000
Solartec Sociedad Anonima Unaudited Interim Financial Statements
SOLARTEC SOCIEDAD ANONIMA
BALANCE SHEET AS OF SEPTEMBER 30, 1998
(in U.S. Dollars)
ASSETS
CURRENT ASSETS
Cash & banks $ 64,853
Trade receivables 2,293,186
Other receivables 351,285
Inventories 837,080
Total Current Assets 3,546,404
NON CURRENT ASSETS
Other receivables 204,419
Deferred income tax 100,460
Property, plant and equipment 791,111
Intangible assets 1,063
Total Non Current Assets 1,097,053
TOTAL $ 4,643,457
LIABILITIES
CURRENT LIABILITIES
Accounts payable - trade $ 1,079,521
Debt 1,246,843
Accrued payroll expense 122,166
Taxes 10,110
Other liabilities 116,228
Total Current Liabilities 2,574,868
NON CURRENT LIABILITIES
Debt 124,504
Total Non Current Liabilities 124,504
Total Liabilities $ 2,699,372
STOCKHOLDERS' EQUITY
Common Stock $ 3,515,135
Legal reserve 42,601
Accumulated deficit (1,613,651)
Total Stockholders' Equity 1,944,085
TOTAL $ 4,643,457
SOLARTEC SOCIEDAD ANONIMA
INCOME STATEMENT - NINE MONTHS AS OF SEPTEMBER 30, 1998
(in U.S. Dollars)
Net Sales $ 4,676,748
Cost of sales 3,546,970
Gross profit 1,129,778
Expenses:
Selling 284,223
Administrative 545,182
Operating profit 300,373
Interest income (expense)
(including bank commissions) (190,051)
Other income (expenses) - net 60,251
Loss from affiliated company (109,943)
Income before income tax 60,630
Income tax -
Net income for the year $ 60,630
Net income per common share $ 0.09
Weighted average common shares outstanding 690,000
SOLARTEC SOCIEDAD ANONIMA
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(in U.S. Dollars)
Cash flows from operating activities
Net income for the year $ 60,630
Adjustments to reconcile net income
for the period to net cash
provided by operating activities:
Depreciation of property plant and equipment 63,992
Sale and retirement of property
plant and equipment 11,350
Depreciation of intangible assets 250
Change in assets and liabilities:
Trade receivables (708,929)
Other receivables 206,755
Inventories 408,631
Intangible assets (360)
Accounts payable - trade 228,855
Accrued payroll expense 33,367
Accrued taxes (28,471)
Net cash provided by operating activities 276,070
Cash flows from investing activities
Purchase of PPE (45,796)
Net cash used in investing activities (45,796)
Cash flows from financing activities
Net decrease in current debt (255,289)
Net decrease in non current debt (47,995)
Net cash used in financing activities (303,284)
Net decrease in cash (73,010)
Cash at beginning of year 137,863
Cash at end of period $ 64,853
7(b) Pro Forma Financial Information
The following unaudited pro forma statements of income for the year ended
December 31, 1997 and the nine months ended September 30, 1998 (collectively,
the "pro forma financial statements") give effect to the acquisition by Golden
Genesis Company ("GGC") of the stock of Solartec Sociedad Anonima ("Solartec")
as if the transaction had occurred on January 1, 1997. No pro forma balance
sheet is presented as the purchase of Solartec is reflected in the September 30,
1998 balance sheet included in GGC's third quarter report on Form 10-Q filed
November 15, 1998. The transaction was accounted for as a purchase in
accordance with the provisions of Accounting Principles Board Opinion No. 16.
The historical financial statements included in the unaudited pro forma
financial statements are for the periods presented. The unaudited pro forma
financial statements are based on management's best estimate of the effects of
the acquisition of Solartec. Pro forma adjustments are based on currently
available information; however, the actual purchase accounting adjustments will
be based on more precise evaluations and estimates of fair values. It is
possible that the actual adjustments could differ substantially from those
presented in the unaudited pro forma financial statements.
The unaudited pro forma statements of income for the year ended December 31,
1997 and the nine months ended September 30, 1998 are not necessarily indicative
of the results of operations that actually would have been achieved had the
acquisition of Solartec been consummated as of January 1, 1997, or that may be
achieved in the future. The unaudited pro forma financial statements should be
read in conjunction with the accompanying unaudited notes, the accompanying
historical financial statements and notes thereto of Solartec, and the audited
consolidated financial statements of GGC included in its Annual Report on Form
10-K for 1997.
Golden Genesis Company
Unaudited Pro Forma Statement of Income
For the Year Ended December 31, 1997
(In Thousands of U.S. Dollars, except per share amounts)
GGC Solartec Pro Forma
Historical Historical Adjustments Pro Forma
---------- ------------ ----------- ---------
Net sales $ 32,829 $ 5,326 $ (32) c $ 38,123
Costs and expenses:
Cost of goods sold 25,920 4,111 (26) c 30,005
Marketing, general and
administration and
research and development 7,240 1,091 91 a 8,422
--------- -------- -------- --------
Operating income (loss) (331) 124 (97) (304)
Other income (expense):
Interest expense (161) (244) (216) b (621)
Miscellaneous, net (33) 22 - (11)
--------- -------- -------- --------
Income (loss) before
income taxes (525) (98) (313) (936)
Income tax expense - - - -
--------- -------- -------- --------
Net income (loss) $ (525) $ (98) $ (313) $ (936)
========= ======== ======== ========
Net loss per basic
share of common stock $ (0.03) $ (0.06)
========= ========
Weighted average shares
outstanding - basic 16,216 16,216
========= ========
Net loss per diluted
share of common stock $ (0.03) $ (0.06)
========= ========
Weighted average shares
outstanding - diluted 16,216 16,216
========= ========
See Unaudited Notes to Pro Forma Financial Statements
Golden Genesis Company
Unaudited Pro Forma Statement of Income
For the Nine Months Ended September 30, 1998
(In Thousands of U.S. Dollars, except per share amounts)
GGC Solartec Pro Forma
Historical Historical Adjustments Pro Forma
---------- ------------ ----------- ---------
Net sales $ 31,185 $ 4,677 $ (152) c $ 35,710
Costs and expenses:
Cost of goods sold 26,283 3,547 (142) c 29,688
Marketing, general and
administration and
research and development 5,922 829 68 a 6,819
--------- -------- -------- --------
Operating income (loss) (1,020) 301 (78) (797)
Other income (expense):
Interest expense (342) (190) (162) b (694)
Miscellaneous, net 181 (50) - 131
--------- -------- -------- --------
Income (loss) before
income taxes (1,181) 61 (240) (1,360)
Income tax expense - - - -
--------- -------- -------- --------
Net income (loss) $ (1,181) $ 61 $ (240) $ (1,360)
========= ======== ======== ========
Net (loss) per basic
share of common stock $ (0.07) $ (0.08)
========= ========
Weighted average shares
outstanding - basic 16,671 16,671
========= ========
Net (loss) per diluted
share of common stock $ (0.07) $ (0.08)
========= ========
Weighted average shares
outstanding - diluted 16,875 16,875
========= ========
See Unaudited Notes to Pro Forma Financial Statements
Golden Genesis Company
Unaudited Notes to Pro Forma Financial Statements
(In Thousands of U.S. Dollars)
The following pro forma adjustments are reflected in the pro forma statements of
income for the year ended December 31, 1997 and the nine months ended September
30, 1998:
1997 1998
a. Amortization of goodwill related to
Solartec recorded pursuant to purchase
accounting (20 year life) $ (91) $ (68)
b. Increase in interest expense due to new
borrowings for the acquisition of Solartec,
at applicable rates for purchase (216) (162)
c. Elimination of sales and related costs
from GGC to Solartec:
Sales (32) (152)
Cost of goods sold 26 142
-------- -------
$ (313) $(240)
======== =======
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 hereunto duly authorized.
Golden Genesis Company
Date: November 20, 1998 By /s/ Jeffrey C. Brines
------------------------------
(CFO and Principal
Accounting Officer)
