FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended Commission file
ended March 31, 1999. No. 33-17679-D
PIERCE INTERNATIONAL, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1067694
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer ID.)
incorporation or organization)
6746 S. Revere Parkway Ste 130, Englewood, CO 80112
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrants's telephone number, including area code (303)-792-0719
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 proceeding 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
----- -----
Class Outstanding at May 31, 1999
-------------------------- ---------------------------
Common Stock, no par value 7,225,703
1
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INDEX
PART I - FINANCIAL INFORMATION *
- ------------------------------
ITEM 1. Unaudited Financial Statements
Balance Sheets - March 31, 1999 (unaudited)
and June 30, 1998 3
Statements of Operations - Three Months Ended
September 30, 1996, 1997, 1998 and 1999 (Unaudited) 4
Consolidated Statement of Changes in Stockholders' Equity -
For The Three Months Ended March 31, 1999 (Unaudited)
and the Years Ended 1996, 1997, and 1998. 5
Statement of Cash Flows - Three Months Ended
September 30, 1995, 1996, 1997, 1998 and 1999 (Unaudited) 6, 7
Notes to Financial Statements 8
ITEM 2. Management's Discussion and Analysis 10
PART II - OTHER INFORMATION
- ---------------------------
ITEMS 1 THROUGH 6 11
Signature 12
* The accompanying financial statements are not covered by an independent
certified public accountants' report.
2
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<TABLE>
<CAPTION>
PIERCE INTERNATIONAL, INC.
BALANCE SHEETS
UNAUDITED
ASSETS March 31, June 30,
CURRENT ASSETS: 1999 1998
------------ ---------
<S> <C> <C>
Cash $ 574 $ 286
Investments and Stocks 1,127 1,126
Other (9,425) 12,000
--------- ---------
Total current assets (7,724) 13,412
PROPERTY AND EQUIPMENT:(Note 1)
Undeveloped land mineral property (Note 3) 434,918 434,918
Automobiles 18,881 --
Furniture and equipment 7,705 7,705
Strawboard equipment (Note 4) 57,120 57,120
--------- ---------
518,623 499,743
Less accumulated depreciation and
amortization (10,788) (6,557)
--------- ---------
Net property and equipment 507,835 493,186
--------- ---------
OTHER ASSETS 875 875
PREPAID MARKETING 12,000 --
--------- ---------
$ 512,986 $ 507,473
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES:
Bank Overdraft 0 0
Accounts payable and accrued
liabilities 141,186 148,516
Advances from officers/directors/
stockholders (Note 5) 0 0
--------- ---------
Total current liabilities 141,186 148,516
NOTES PAYABLE (Note 6) 447,764 401,612
STOCKHOLDERS' EQUITY (Notes 7 & 8)
Preferred stock, no par value;
400,000 shares authorized;
80,000 shares issued and outstanding
as of September 30, 1997 and June 30, 1997 20,000 20,000
Common stock, no par value;
30,000,000 shares authorized;
6,765,703 and 6,380,703 shares issued
and outstanding as of September 30,
1997 and June 30, 1997, respectively 864,482 864,482
Accumulated deficit (960,447) (927,137)
--------- ---------
TOTAL EQUITY (75,964) (42,655)
--------- ---------
$ 512,986 $ 507,473
========= =========
See notes to financial statements.
3
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<CAPTION>
PIERCE INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS YEAR TO DATE
ENDED MARCH 31, MARCH 31,
(UNAUDITED) (UNAUDITED)
1999 1998 1999 1998
REVENUE: --------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 0 $ 5,500 1,661 40,500
Cost of goods sold 0 750 180 1,100
--------------------------------------- -------------------------------------
GROSS MARGIN 0 4,750 1,480 39,400
EXPENSES:
Administrative 12,000 13,886 36,000 52,627
Bad debt reserve 0 0 0 0
Outside services 10,300 7,234 47,309 37,271
Advertising and promotion 727 0 2,325 5,114
--------------------------------------- -------------------------------------
Total expenses 23,027 21,120 85,634 119,003
NET OPERATING INCOME(LOSS) (23,027) (16,370) (84,154) (79,603)
Other income 0 18,000 0 54,000
Recovery of bad debt 0 0 50,832 61,606
Foreign exchange loss 0 0 0 0
Loss on investment 0 (2,093) 0 (25,841)
Other expenses 0 (1,532) 0 (4,374)
--------------------------------------- -------------------------------------
NET INCOME(LOSS) BEFORE MINORITY INTEREST (23,027) (1,995) (33,322) 5,788
MINORITY INTEREST 0 0 0 0
--------------------------------------- -------------------------------------
NET INCOME (LOSS) ($ 23,027) ($1,995) (33,322) 5,788
======================================= =====================================
NET INCOME(LOSS) PER COMMON SHARE ($ 0.0032) $ 0.000 ($ 0.005) $0.001
======================================= =====================================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,225,703 6,765,703 7,225,703 6,765,703
--------------------------------------- -------------------------------------
4
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<CAPTION>
PIERCE INTERNATIONAL, INC.
STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
AND THE YEARS ENDED JUNE 30, 1996 AND 1997
Total
Common Stock Referr Accumulated Stockholder
Shares Shares Amount Deficit Equity
------ ------ ------ ------- -----------
<S> <C> <C> <C> <C> <C>
BALANCES, JUNE 30, 1995 149,517,572 0 $844,542 ($713,631) $130,911
25 for 1 Reverse split
March 13, 1996 (143,536,869) 0 0 0 0
Net Loss 0 0 0 (6,778) (6,778)
-------------------------------------------------------------------------------
BALANCES, JUNE 30, 1996 5,980,703 0 844,542 (720,409) 124,133
Issuance of common stock
in lieu of compensation 400,000 0 0 0 0
Issuance of 80,000 shares of
preferred stock 0 80,000 20,000 0 20,000
Net loss 0 0 0 (106,414) (106,414)
-------------------------------------------------------------------------------
BALANCES, JUNE 30, 1997 6,380,703 80,000 864,542 (826,823) 37,719
Issuance of 300,000 shares of
common stock in lieu of prepaid
expenses 300,000 0 12,000 0 12,000
Issuance of 160,000 shares at $.10
and 385,000 shares at $.01, in
lieu of services 545,000 0 7,940 0 7,940
Net loss 0 0 0 0 (101,283)
-------------------------------------------------------------------------------
BALANCES, JUNE 30, 1998 7,225,703 80,000 $884,482 ($826,823) ($43,624)
-------------------------------------------------------------------------------
Net loss for the quarter
Ended MARCH 31, 1999 0 0 0 (33,322) (33,322)
BALANCES, MARCH 31, 1999 7,225,703 80,000 $884,482 ($860,145) ($76,946)
-------------------------------------------------------------------------------
5
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<CAPTION>
PIERCE INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
FOR THE Nine MONTHS ENDED March
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $5,788 (86,750) ($28,563)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization 662 662 662
Changes in operating assets
and liabilities:
Decrease (Increase) in
accounts receivable -- (8,967) 1,098
Decrease (Increase) in
related party receivable -- -- (13,142)
(Increase) in other assets (21,609) -- --
Increase in bank overdraft -- -- (12,682)
(Decrease) Increase in accounts
payable and accrued expenses 4,623 48,575 26,143
Increase (Decrease) in deferred revenue
Gain(Loss) on sale of investments -- -- (3,273)
-------- -------- -------
Net cash used in operating
activities (10,536) (46,480) 5,387
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase)decrease in property and equipment (11,205) -- --
(Increase) decrease in investments (6,270) 10,312 5,421
-------- -------- --------
Net cash used in investing
activities (17,475) 10,312 5,421
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts/payments on advances from officers/
directors/stockholders 17,783 (9,854) (3,255)
Proceeds from private placement -- 15,000 --
-------- -------- --------
Net cash provided by
financing activities 17,783 24,752 (3,882)
(DECREASE) INCREASE IN CASH (10,228) (6,143) 380
CASH, beginning of period 10,846 13,004 808
-------- -------- --------
CASH, end of period $ 618 $ 6,861 $ 1,188
======== ======== ========
6
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PIERCE INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
9 MONTH PERIOD ENDING
March 31, 1998
Net Cash Flow From Operating Activities
Net income ($33,322)
Adjustments for differences between
income and cash flows from operating activities:
Additions:
Decrease Automobile 3,569
Decrease Yorkton Securities 64
Depreciation Furn/Fixt 662
Increase in Household Bank M/C 348
Increase Automobile Loan 16,917
Increase in Parker Consulting 12,000
Increase AT&T Universal Card 560
Increase in Campney & Murphy Note Pay 42,080
Decrease Accounts Receivable C. Henry 9,425
Deductions:
Increase Unreal Gain/Loss (64)
Decrease in Accounts Payable-Trade (19,971)
Decrease in MBNA NFL Card (268)
Decrease in Pierce Partners (12,844)
-------
Net cash provided by operating activities 19,156
Cash Flow from Investment Activity
Payments for Automobile (18,881)
-------
Net cash provided by investment activities (18,881)
------
Cash flow from Financing Activities
Proceeds from Beginning Retained Earnings 13
--------
Net cash provided by financing activities 13
------
Net increase in Cash 288
Cash, 7-01-98 286
------
Cash, 3-31-99 $574
------
7
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PIERCE INTERNATIONAL, INC.
UNAUDITED
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
--------------
1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
---------------------------------------------------------
Operations - Pierce International, Inc. (PI) was incorporated under the
laws of the State of Colorado on July 22, 1987, for the purpose of
obtaining capital to seek potentially profitable business opportunities.
Currently, PI has business interests in two industries, natural resources
and industrial development.
Net Income Per Common Share - Net income (loss) per common share is
computed based upon the weighted average number of shares outstanding
during the period. Common stock equivalents were not considered (for losses
only), as their effect would be anti-dilutive.
Property, Equipment, Depreciation and Amortization - Property and equipment
are stated at cost. Depreciation is being provided by the straight-line
method over estimated useful lives of three to five years. All costs
related to the acquisition (including associated legal and other costs),
exploration, evaluation, and development, of the mineral properties have
been capitalized. These costs will be amortized by the units-of-production
method of accounting based upon estimated recoverable reserves.
Continuing Operations - The accompanying financial statements have been
prepared on a going concern basis, which contemplates continuity of
operations and realization of assets and satisfaction of liabilities in the
normal course of business. The continuation of the Company as a going
concern is dependent upon the Company raising additional capital, and
attaining and maintaining profitable operations. The Company has suffered
recurring losses from operations that raise substantial doubt about its
ability to continue as a going concern.
2. UNAUDITED INFORMATION:
---------------------
The information furnished herein was taken from the books and record of the
Company without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary to reflect properly the results of the interim
periods presented. Results of operations for the periods presented are not
necessarily indicative of the results to be expected for the year. These
interim financial statements should be read in conjunction with the
Company's annual report and report on Form 10-K for the year ended June 30,
1998.
8
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PIERCE INTERNATIONAL, INC.
UNAUDITED
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
--------------
3. UNDEVELOPED MINERAL PROPERTY:
----------------------------
On June 11, 1996, PI reclaimed the "Como" property from Pierce
International Discovery, Inc. (PIDI). PIDI, a 17.24% owned subsidiary,
failed to comply with the stock purchase agreement. Como consists of gold
and gravel mining leases, and claims on a property situated approximately
50 miles southwest of Denver, Colorado, near Como, Colorado in Park County.
4. STRAWBOARD INVESTMENT:
---------------------
The Company purchased strawboard equipment for $57,120. This equipment is
seen as an investment and the Company intends to resell the equipment.
5. RELATED PARTY PAYABLE AND RELATED PARTY TRANSACTIONS:
----------------------------------------------------
Advances include $153,254 due Piece D. Parker, officer and director, or his
company, Parker Consulting Services, and $75,000 is accrued consulting fees
due Pierce D. Parker.
6. COMMITMENTS:
-----------
As of March 31, 1999, PI had the following long term note payable:
PCS Profit Sharing Plan $388,767
PI is obligated to pay $388,767 to Parker Consulting Services Profit
Sharing Plan, owned by Pierce D. Parker, for funds it pledged for the
purpose of funding the Como project. This debt is to be paid from net
profits generated by the Como property.
7. STOCKHOLDERS' EQUITY:
--------------------
As of March 31, 1999, PI had 7,225,703 common shares issued and
outstanding. There are 30,000,000 shares authorized. A reverse split of 1
for 25 shares was approved on March 13, 1996.
Of the total shares outstanding, 160,000 shares were issued as part of PI's
initial public offering and are free trading stock. All other shares have
been held a minimum of 1 year and could be sold under Rule 144.
9
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PIERCE INTERNATIONAL, INC.
UNAUDITED
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
--------------
7. STOCKHOLDERS' EQUITY:(continued)
-------------------------------
The Company issued 80,000 shares of convertible Series I preferred stock.
The stock was issued in conjunction with a private placement conducted by
the Company. There are 400,000 shares of preferred stock authorized and may
be determined by the Board of Directors as to dividend rights, dividend
rate, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, the number of shares constituting the series and
the designation of each series.
The Series I Convertible Preferred Stock holders are entitled to dividends
when and as declared by the Company's Board of Directors from funds which
are legally available. The Series I Preferred Stock is convertible, at any
time into an identical number of shares of the Company's Common Stock.
Holders of the Series I Convertible Preferred Stock are entitled to one
vote per share on all matters submitted to a vote of the Company's
shareholders. Series I Convertible Preferred Stock does not have preemptive
rights and it is not redeemable.
8. INCENTIVE STOCK OPTION PLAN:
---------------------------
On August 10, 1987, the Company adopted an Incentive Stock Option Plan (the
"Plan") under which options granted are intended to qualify as "incentive
stock options" under Section 422A of the Internal Revenue code of 1954, as
amended (the "Code"). Pursuant to the Plan, options to purchase up to
400,000 shares of the Company's Common Stock may be granted to employees of
the Company. The Plan is administered by the Board of Directors which is
empowered to determine the terms and conditions of each option, subject to
the limitation that the exercise price cannot be less than the market value
of the Common Stock on date of the grant (110% of the market value in the
case of options granted to an employee who owns 10% or more of the
Company's outstanding Common Stock) and no option can have a term in excess
of 10 years (5 years in the case of options granted to employees who own
10% or more of the company's Common Stock).
As of the date of this report, no options have been granted under this
Plan.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Quarter Ended March 31, 1999.
- --------------------------------------------------------------------------------
Introduction
- ------------
The Company is concentrating on its two major industries, natural resources
and industrial development. The Company is making a concentrated effort to sell
strawboard equipment, and to presell strawboard.
Liquidity
- ---------
Working capital at March 31, 1999 was a negative $131,438. A significant
portion of current liabilities are advances from stockholders. Cash flow
continues to be irregular and the Company will continue to rely heavily on its
current investments to produce future cash flow.
Results of Operations
- ---------------------
During the quarter ended March 31, 1999, the Company had net income of
$23,027. The Company had an operating loss of $33,322. The Company was able to
recover a portion of bad debt it had allowed for in an earlier period. The
payment was made in marketable securities. In addition, the Company received
payment of fees related to it's strawboard business and there was not any cost
of goods associated with these fees. Although the Company produce income for the
quarter, it continues to struggle to develop reoccurring revenue.
11
<PAGE>
PART II - OTHER INFORMATION
ITEMS #1 THROUGH #6 (a) - No response required.
ITEM 6 (b) - No reports were filed on the Form 8-K during the quarter ended
March 31, 1999.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PIERCE INTERNATIONAL, INC.
Dated: May 5, 1999 BY: /s/ Pierce D. Parker
--------------------------------
Pierce D. Parker,
President (Chief Financial and
Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 574
<SECURITIES> 1,127
<RECEIVABLES> (9,425)
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 531,498
<DEPRECIATION> (10,788)
<TOTAL-ASSETS> 512,986
<CURRENT-LIABILITIES> 588,950
<BONDS> 0
0
20,000
<COMMON> 864,482
<OTHER-SE> (960,446)
<TOTAL-LIABILITY-AND-EQUITY> 512,986
<SALES> 52,493
<TOTAL-REVENUES> 52,493
<CGS> 180
<TOTAL-COSTS> 180
<OTHER-EXPENSES> 81,969
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,665
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,321)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
