<PAGE> 1
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 March 31, 1999
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
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(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 May 10, 1999 17,152,948 shares of the Registrant's Common
Stock were outstanding.
<PAGE> 2
GOLDEN GENESIS COMPANY
INDEX
PART I Financial Information Page Number
Item 1. Financial Statements
Consolidated Balance Sheets - March 31,
1999 and December 31, 1998 3
Consolidated Statements of Operations -
Three Months ended March 31, 1999 and 1998 4
Consolidated Statements of Comprehensive
Income - Three months ended March 31, 1999
and 1998 5
Consolidated Statements of Cash Flows -
Three Months ended March 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE> 3
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN GENESIS COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
1999 1998
Assets (Unaudited)
Current Assets
Cash and cash equivalents $ 1,506 $ 1,259
Accounts receivable, net 9,413 9,931
Inventories 6,818 7,130
Deferred tax asset 350 350
Other current assets 1,708 1,211
Total Current Assets 19,795 19,881
Property and equipment, net 2,232 2,327
Goodwill, net 5,216 5,278
Other assets, net 527 539
Total Assets $27,770 $28,025
====== =======
Liabilities and Stockholders' Equity
Current Liabilities
Current installments of long-term debt $ 65 $ 65
Accounts payable 5,923 5,663
Notes payable, short term 5,128 5,075
Other accrued expenses 1,029 1,146
Total Current Liabilities 12,145 11,949
Long-term debt, less current installments 5,654 5,155
Total Liabilities 17,799 17,104
Commitments and contingencies - -
Stockholders' Equity
Preferred stock: $.001 par value,
5,000,000 shares authorized
0 issued and outstanding - -
Common stock: $.10 par value, 25,000,000
shares authorized; 17,152,948 and
17,151,848 shares issued and
outstanding, respectively 1,715 1,715
Additional paid-in capital 17,024 17,023
Accumulated other comprehensive loss (755) (296)
Accumulated deficit (8,013) (7,521)
Total Stockholders' Equity 9,971 10,921
Total Liabilities and Stockholders'
Equity $27,770 $28,025
======= =======
See accompanying notes to consolidated financial statements.
<PAGE> 4
GOLDEN GENESIS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31
(In thousands except per share data)
1999 1998
Sales, net $11,556 $ 9,792
Cost of sales 9,400 7,904
Gross profit 2,156 1,888
Selling and marketing expenses 1,276 740
General and administrative expenses 1,041 978
Income (loss) from operations (161) 170
Other income (expenses):
Interest expense (236) (89)
Other income (expense), net (25) (13)
Income (loss) before income taxes (422) 68
Income tax (70) -
Net income (loss) (492) 68
Preferred stock dividends - 1
Net income (loss) applicable to common
stockholders $ (492) $ 67
======= =======
Net income (loss) per basic share of
common stock $ (0.03) $ 0.00
======= =======
Weighted average shares outstanding
- basic 17,153 16,547
======= =======
Net income (loss) per diluted share of
common stock $ (0.03) $ 0.00
======= =======
Weighted average shares outstanding
- diluted 17,153 16,962
======= =======
See accompanying notes to consolidated financial statements.
<PAGE> 5
GOLDEN GENESIS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
March 31
(In thousands)
1999 1998
Net income (loss) $ (492) $ 68
Other comprehensive income
(loss), net of tax of $0:
Foreign currency translation (459) (124)
Comprehensive loss $ (951) $ (56)
===== =====
See accompanying notes to consolidated financial statements.
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GOLDEN GENESIS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
(In thousands)
1999 1998
Cash flows from operating activities:
Net income (loss) $ (492) $ 68
Adjustments to reconcile net income to
net cash used in operating activities,
net of effects of acquisitions:
Depreciation and amortization 202 161
Change in accounts receivable 289 (783)
Change in inventories 83 1,213
Change in accounts payable and
accrued expense 196 (1,337)
Change in other current assets (497) 42
Net cash used in operating activities (219) (636)
Cash flows from investing activities:
Purchase of property and equipment (33) (156)
Cash paid for acquisitions and other
assets, net of cash acquired - (370)
Net cash used in investing activities (33) (526)
Cash flows from financing activities:
Repayments of debt (1) (197)
Proceeds from issuance of debt 500 750
Proceeds from issuance of common stock - 23
Net cash provided by
financing activities 499 577
Net increase (decrease) in cash and
cash equivalents 247 (585)
Cash and cash equivalents at beginning
of period 1,259 1,182
Cash and cash equivalents at end of period $ 1,506 $ 597
====== ======
Non-cash investing and financing activities:
Stock issued for acquisitions $ - $ 650
See accompanying notes to consolidated financial statements.
<PAGE> 7
GOLDEN GENESIS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
NOTE 1. Inventories
Inventories consist of the following:
(In thousands)
March 31, December 31,
1999 1998
Raw materials and goods
purchased for resale $7,574 $7,868
Work-in-process 125 157
Less allowance for obsolescence (881) (895)
Total Inventories $6,818 $7,130
Note 2. Acquisitions
During 1998 Golden Genesis acquired the following companies:
Utility Power Group ("UPG") on January 23, 1998; Remote Power,
Inc. ("RPI") on July 21, 1998; Golden Genesis do Brazil ("GGB")
on September 4, 1998 and Solartec, S.A. ("Solartec") on September
4, 1998.
The following unaudited pro forma information has been prepared
assuming that the Solartec acquisition had occurred on January 1,
1998. The pro forma information does not include the effects of
the acquisitions of UPG, RPI and GGB. The effect of these
acquisitions was not material to the Company's 1998 financial
statements. The pro forma information includes an adjustment for
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 Solartec transaction actually been effected on
January 1, 1998, nor is it necessarily indicative of the results
of operations which may occur in the future.
(In thousands Three months ended
except per share data) March 31,1998
(unaudited)
--------
Sales, net $ 10,973
=======
Net income (loss) $ (79)
=======
Net income (loss) per basic and
diluted share of common stock $ (0.01)
=======
<PAGE> 8
Note 3. Segments
The Company's reportable segments are organized by its method of
internal reporting, which is based on a combination of product
category and geographic location. The Company's reportable
segments are Distribution, Industrial and International.
The accounting policies of the segments are the same as those
described in Note 1 of the Company's 1998 Annual Report on Form
10-K. The Company evaluates the performance of its segments and
allocates resources to them based primarily on operating income.
Asset and depreciation and amortization information is not
reported as the Company does not produce such information by
segment for internal purposes.
The table below summarizes information about reported segments as
of and for the three months ended:
(In thousands) Net Operating
Sales Income (Loss)
March 31, 1999
Distribution $ 7,222 $ 591
Industrial 2,433 (63)
International 1,875 (70)
Other 155 24
Segment total 11,685 482
Corporate - (643)
Other reconciling items (129) -
Consolidated total $11,556 $ (161)
======= ======
March 31, 1998
Distribution $ 3,282 $ (35)
Industrial 5,675 685
International 805 (2)
Other 317 (6)
Segment total 10,079 642
Corporate - (472)
Other reconciling items (287) -
Consolidated total $ 9,792 $ 170
======= ======
Other reconciling items in each period are intersegment sales.
These sales are recorded based on the total overhead applied to
each manufacturing segment.
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations
Business Overview
The Company markets, engineers, manufactures and distributes
<PAGE> 9
solar electric systems utilized primarily in remote areas. Areas
generally include those where electric power is needed but access
to electricity is inconvenient, not available or costs are
relatively high. Three primary markets compose the majority of
the Company's results from operations: the industrial market, the
distribution market and the international 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 800 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 a system integration
and mail-order design division, and direct sales to end users of
pre-packaged solar systems for recreational vehicles and boats
and water pumping systems for small residential customers or
large agricultural and village applications.
The Company operates subsidiaries internationally in Australia,
Brazil and Argentina. These subsidiaries service customers in
the industrial and distribution market segments within their
respective countries.
Results of Operations
Three months ended March 31, 1999 versus three months ended March
31, 1998.
Sales: Sales for the first quarter of 1999 were $11,556,000, an
18% increase over the $9,792,000 for the first quarter of 1998.
First quarter revenue included a decrease in base business
operations of $134,000 or 1% and increased sales of $1,898,000
from the recently acquired Solartec, Golden Genesis do Brazil and
Remote Power, Inc.
The Company's sales mix in the first quarter of 1999 was
approximately 21% industrial products, 63% distribution and 16%
international sales as compared to 58% industrial products, 34%
distribution and 8% international during the first quarter of
1998. The shift in sales mix was largely due to increased
marketing efforts in the distribution segment including sales of
Y2K backup power systems, the addition of Solartec and Golden
Genesis do Brazil within the international segment and weaker
demand within the industrial geophysical markets along with
unfavorable timing of project awards within the industrial
telecommunication markets.
<PAGE> 10
Gross Profit: Gross Profit increased 14% from $1,888,000 in the
first quarter of 1998 to $2,156,000 in the first quarter of 1999.
Gross profit margins remained constant at 19% in each quarter.
The Company was able to maintain its margin even with the
significant decrease in higher margin industrial sales.
Selling, General and Administrative Expenses ("SG&A"): SG&A
expenses increased 35% from $1,718,000 in the first quarter of
1998 to $2,317,000 in the first quarter of 1999. The $599,000
increase was mainly due to the SG&A of recently acquired
subsidiaries totaling $461,000. SG&A as a percentage of sales
increased from 18% in the first quarter of 1998 to 20% in the
first quarter of 1999. The increase in SG&A as a percentage of
sales is a result of the decreased sales in the industrial market
and the addition of new international subsidiaries.
Other Income (Expense): The Company's non-operating income and
expense is primarily comprised of interest expense.
Income Tax: The Company recognized foreign income tax expense of
$61,000 and state income tax expense of $9,000 for a total
$70,000 of income tax expense in the three months ended March 31,
1999. The Company did not recognize any income tax benefit or
expense for the three months ended March 31, 1998. The expense
recognized relates to taxable income generated by the recently
acquired subsidiaries Solartec and Utility Power Group.
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 $492,000,
or $0.03 per diluted common share, for the first quarter of 1999
versus net income of $68,000, or $0.004 per diluted common share,
for the first quarter of 1998. Increased SG&A and decreased
sales in the industrial market are primarily responsible for the
net loss.
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 March 31, 1999, the
Company's working capital (current assets minus current
liabilities) was $7,650,000 with a current ratio (current assets
divided by current liabilities) of 1.63 to 1.
<PAGE> 11
The Company has established an unsecured, $4,750,000 line of
credit with ACX Technologies, Inc., 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 March 31, 1999, the Company had borrowed
$4,750,000 under this line to fund working capital needs, capital
expenditures, and acquisitions.
On September 3, 1998, the Company entered into a one year
$3,600,000 note payable with Golden Technologies Company, Inc.
("GTC"), the Company's majority shareholder. This note was given
for the purchase of GGB and Solartec and bears interest, payable
quarterly, at 6%. The principal balance is due September 4, 1999.
As shown in the Consolidated Statements of Cash Flows, net cash
used by operations was $219,000 and $636,000 for the first quarter
of 1999 and 1998, respectively. A decrease in accounts receivable
resulting from the Company's collection efforts and an increase in
accounts payable account for the majority of the decrease in the
use of cash for operations between the first quarter of 1998 and
the first quarter of 1999.
During the first quarter of 1999, the Company invested $33,000 in
capital expenditures to upgrade equipment. This represents an
decrease of $123,000 compared to capital expenditures in the first
quarter of 1998. The Company had no acquisitions in the first
quarter of 1999 compared to an investment of $369,948 net of cash
acquired for the purchase of UPG in the first quarter of 1998.
Although no assurances can be made, the Company currently expects
that cash flows from operations, access to its line of credit and
the possibility of refinancing related party indebtedness will be
sufficient to meet the Company's needs for working capital and
temporary financing for capital expenditures.
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 Readiness
The Year 2000 issue arose because many existing computer programs
use only the last two digits to refer to a year. Therefore, these
computer programs do not properly recognize a year that begins
with "20" instead of the familiar "19". If not corrected, many
computer applications could fail or create erroneous results
disrupting normal business operations.
Management has implemented an enterprise-wide program to prepare
the Company's financial, manufacturing, and other critical systems
and applications for the Year 2000. The program includes a task
<PAGE> 12
force established in September 1998 that has the support and
participation of upper management and includes individuals with
expertise in information technologies, accounting, legal and
engineering. The Board of Directors monitors the progress of the
program on a periodic basis. The task force's objective is to
ensure an uninterrupted transition to the year 2000 by assessing,
testing, and modifying all information technology (IT) and non-IT
systems, interdependent systems, and third parties such as
suppliers and customers.
The Year 2000 task force has taken an inventory of all IT and non-
IT systems. This inventory categorizes potential systems date
failures into three categories: "major" (critical to production
and potentially threatening to business with no short-term
alternatives available); "limited" (disrupting to the business
operations with short-term solutions available); and "minor"
(inconsequential to the business operations). The task force has
prioritized the program to focus first on "major" systems. It is
the Company's goal to have all systems Year 2000 compliant no
later than August 1, 1999.
IT Systems: The Company is primarily using internal resources to
remediate IT systems. External resources are used to assist in
testing compliance of IT systems. The Company does not rely on
any one IT system. The majority of the IT systems have been
recently purchased from third party vendors. These systems were
already Year 2000 compliant or had Year 2000 compliance upgrades.
As of March 31, 1999, approximately 70% of the Company's IT
systems were Year 2000 compliant.
Non-IT Systems: The Company has only three manufacturing
facilities and eight sales facilities, none of which have a
significant number of non-IT systems. Two of the three
manufacturing facilities are located in North America. To ensure
Year 2000 compliance for non-IT systems, the Year 2000 task force
has contacted the suppliers of these non-IT systems and obtained
statements that the systems are Year 2000 compliant and is in the
process of testing Year 2000 compliance. The majority of these
non-IT systems use time intervals instead of dates, thus, the
Company believes that potential disruptions of such systems due to
the Year 2000 issue should be minimal. As of March 31, 1999,
approximately 75% of the Company's "major" and "limited" non-IT
systems are Year 2000 compliant. The "minor" non-IT systems are
in various stages of compliance.
Third Parties: The Year 2000 task force has been in contact with
key suppliers and customers to minimize potential business
disruptions related to the Year 2000 issue between the Company and
these third parties. The task force has focused on suppliers and
customers that are classified as "major" and "limited." While
the Company cannot guarantee compliance by third party suppliers,
the Company is in the process of developing contingency plans to
ensure the availability of inventory supplies in the event a
<PAGE> 13
supplier is not Year 2000 compliant.
Contingency Plans: The Company is in the process of forming
contingency plans in the event there are Year 2000 failures
related to the Company's IT and non-IT systems and/or key third
parties. The Company's manufacturing facilities are not
interdependent in terms of non-IT systems, and its facilities
utilize a diverse range of non-IT systems. In addition, no one
manufacturing facility accounts for a significant amount of
revenue. Thus, for non-IT systems the contingency plan includes
the transfer of production between facilities and manufacturing
equipment. Currently, the Company believes that there is enough
manufacturing capacity to accommodate the contingency plan.
The Company's IT systems are somewhat interdependent between
locations, however the Company still utilizes a diverse range of
IT systems. The contingency plan for IT systems includes the
ability to transfer transaction processing, record keeping, and
compliance work between facilities in addition to maintaining
"hard" copies of critical information.
The Company is not dependent on any one supplier. The Company has
established back-up suppliers and will maintain adequate inventory
levels at December 31, 1999 to minimize the potential business
disruption in the event of a Year 2000 failure by a supplier.
Costs: Through March 31, 1999, the Company has spent
approximately $44,000 out of an estimated total of $120,000
related to the Year 2000 issue. These costs include the costs
incurred for external consultants and professional advisors and
the costs for software and hardware. The Company has not
separately tracked internal costs such as payroll related costs
for its information technologies group and other employees working
on the Year 2000 project. The Company expenses all costs related
to the Year 2000 issue as incurred. These costs are being funded
through operating cash flows.
The Company's current estimate of the time and costs related to
the remediation of the Year 2000 issue are based on the facts and
circumstances existing at this time. New developments could
affect the Company's estimates to remediate the Year 2000 issue.
These developments include, but are not limited to: (i) the
availability and cost of personnel trained in this area; (ii) the
ability to identify and remediate all IT and non-IT systems; (iii)
unanticipated failures in IT and non-IT systems; and (iv) the
planning and Year 2000 compliance success that key customers and
suppliers attain.
Other
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, 1998. The accompanying financial
<PAGE> 14
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 period ended March 31, 1999 may not be indicative
of results that may be expected for the year ending December 31,
1999.
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.
PART II. OTHER INFORMATION
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).
<PAGE> 15
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 Photocomm, Inc. Stock Option Plan, Non-Statutory
Stock Option Agreement and Incentive Stock Option
Agreement (filed as Exhibit 10-K to the Company's
Quarterly Report on Form 10-QSB for the quarter ended
May 31, 1990 and incorporated herein by reference).
10.2 Promissory Notes, Loan Agreement, Deed of Trust,
Security Agreement dated February 4, 1991 for the
Arizona Department of Commerce loans for the
construction of the 10,000 square foot addition to
the corporate headquarters and the purchase and
construction of additional module manufacturing
equipment (filed as Exhibit 10-S to the Company's
Quarterly Report on Form 10-QSB for the quarter
ended February 28, 1991 and incorporated herein by
reference).
10.3 Convertible Preferred Stock Subscription and
Purchase Agreement with Powers, Preferences and
Rights of the Series AA Private issue in April and
May of 1993 (filed as Exhibit 10-X to the Company's
Quarterly Report on 10-QSB for the quarter ended
May 31, 1993 and incorporated herein by reference).
10.4 Agreement and Plan of Reorganization between
Photocomm, Inc., Sunelco, Inc. and Daniel M.
Brandborg and Rebecca M. Brandborg dated October
3, 1995 (filed as Form 8-K, on October 18, 1995
and incorporated herein by reference).
<PAGE> 16
10.5 Agreement and Plan of Reorganization between
Photocomm, Inc., Jadco Manufacturing and James C.
Allen dated January 31, 1996 (filed as Form 8-K on
February 14, 1996 and incorporated herein by
reference).
10.6 Executive Compensation Agreement between Photocomm,
Inc. and Myron Anduri dated November 20, 1996
(filed as Exhibit 10.12 to the Company's Annual Report
on Form 10-KSB for the year ended August 31, 1996 and
incorporated herein by reference).
10.7 Executive Compensation Agreement between Photocomm,
Inc. and Donald Anderson dated November 20, 1996
(filed as Exhibit 10.13 to the Company's Annual Report
on Form 10-KSB for the year ended August 31, 1996 and
incorporated herein by reference).
10.8 Stock Purchase Agreement dated November 15, 1996
among Golden Technologies Company, Inc., The New
World Power Corporation and Photocomm, Inc. (filed
as Exhibit 10.17 to the Company's Annual Report on Form
10-KSB for the year ended August 31, 1996 and
incorporated herein by reference)
10.9 Photocomm, Inc. 1996 Stock Option Plan and Non-
Statutory Stock Option Agreement dated September
16, 1996 and November 19, 1996, respectively
(filed as Exhibit 3.3 to the Company's Annual Report
on Form 10-KSB for the year ended August 31, 1996 and
incorporated herein by reference).
10.10 Agreement and plan of merger between Photocomm,
Inc. and Silicon Energy Corporation dated January
23, 1998 (filed as Form 8-K on February 18, 1998
and incorporated herein by reference).
10.11 Loan agreement and promissory note between
Photocomm, Inc. and ACX Technologies, Inc. dated
November 30, 1997 (filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by
reference).
10.12 Settlement agreements and mutual releases between
Photocomm, Inc. and Robert R. Kauffman and Thomas C.
LaVoy dated June 18, 1997 (filed as Exhibits 10.1
and 10.2 to the Company's Quarterly Report on Form
10-QSB for the Quarter ended June 30, 1997 and
incorporated herein by reference).
10.13 Agreement and Plan of Merger between Photocomm, Inc. and
<PAGE> 17
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).
10.14 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).
10.15 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).
10.16 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).
10.17 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).
10.18 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).
10.19 Photocomm, Inc. d/b/a Golden Genesis Company 1998 Stock
Option and Incentive Plan (filed as Exhibit 10.19 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by
reference).
27 Financial Data Schedule 19
(b) Reports on Form 8-K
None
<PAGE> 18
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: May 14, 1999
Golden Genesis Company
By: /s/ J. Michael Davis By: /s/ Jeffrey C. Brines
J. Michael Davis Jeffrey C. Brines
Chief Executive Officer Chief Financial Officer
(Duly Authorized Officer
and Principal Financial
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at December 31, 1998 and the Consolidated Statement
of Operations for the Twelve Months Ended December 31, 1998, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-1-1999
<PERIOD-END> MAR-31-1999
<CASH> $ 1,506
<SECURITIES> 0
<RECEIVABLES> 9,498
<ALLOWANCES> 85
<INVENTORY> 6,818
<CURRENT-ASSETS> 19,795
<PP&E> 4,305
<DEPRECIATION> 2,073
<TOTAL-ASSETS> 27,770
<CURRENT-LIABILITIES> 12,145
<BONDS> 0
<COMMON> 1,715
0
0
<OTHER-SE> 8,256
<TOTAL-LIABILITY-AND-EQUITY> 27,770
<SALES> 11,556
<TOTAL-REVENUES> 11,556
<CGS> 9,400
<TOTAL-COSTS> 9,400
<OTHER-EXPENSES> 25
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 236
<INCOME-PRETAX> (422)
<INCOME-TAX> 70
<INCOME-CONTINUING> (492)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (492)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
