SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-17430
DANZER CORP.
(Exact name of registrant as specified in its charter)
New York 13-3431486
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
17500 York Road 21740
Hagerstown, Maryland (Zip Code)
(Address of principal executive offices)
(301) 582-2000
(Registrant's telephone number, including area code)
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 NO __X__
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Common Stock April 30, 1998
$.0001 par value 15,870,272 shares
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
INDEX
PAGE(s)
PART I - CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets - April 30, 1998 and October 31, 1997. 3 - 4
Consolidated Statements of Operations -
Three Months and Six Months Ended April 30, 1998 and 1997 5
Consolidated Statements of Cash Flows -
Six Months Ended April 30, 1998 and 1997 6 - 7
Notes to Consolidated Financial Statements 8 - 16
Management's Discussion and Analysis of Financial Condition and
Results of Operations 17 - 18
2
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
APRIL 30, OCTOBER 31,
1998 1997
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ -0- $ 68,933
Accounts receivable, less allowance for doubtful
accounts of $326,040 and $346,000 respectively 1,170,553 1,419,870
Inventories 748,005 662,989
Prepaid expenses and other 50,464 37,165
------------ ---------------
Total current assets 1,969,022 2,188,957
---------- -------------
PROPERTY, PLANT AND EQUIPMENT
Land 25,797 25,797
Building and improvements 1,440,527 1,440,527
Equipment 2,181,218 2,286,085
3,647,542 3,752,409
Less - accumulated depreciation and amortization (2,217,598) (2,271,753)
----------- ------------
Total property, plant and equipment, net 1,429,944 1,480,856
---------- ------------
OTHER ASSETS
Note Receivable, less reserve of $178,000 60,000 -0-
Other, net 48,180 53,850
------------ -----------
Total Other Assets 108,180 53,850
$ 3,507,146 $ 3,723,463
=========== =============
</TABLE>
3
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
APRIL 30, OCTOBER 31,
1998 1997
------------- -------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $ 727,759 $ 581,876
Accounts payable 771,168 859,764
Accrued salaries and wages 179,787 173,603
Accrued expenses, other 436,788 441,136
------------ ------------
Total current liabilities 2,115,502 2.056.379
LONG-TERM DEBT, net of current portion 1,273,691 1,595,269
---------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $.0001 per share; 1,587 1,587
20,000,000 shares authorized; 15,870,272 and 13,815,603
shares issued in 1998 and 1997.
Additional paid-in capital 5,047,803 5,047,803
Retained Earnings Prior ( 4,978,094) (4,977,575)
Retained Earnings Current 46,657 -0-
117,953 71,815
Total stockholders' equity $ 3,507,146 $3,723,463
=========== ==========
</TABLE>
4
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
1998 1997 1998 1997
<S> <C> <C> <C> <C>
NET SALES $ 2,025,587 $ 2,492,310 $ 3,723,929 $ 4,305,707
COST OF GOODS SOLD 1,540,221 1,969,106 2,720,535 3,448,884
----------- ------------ ------------ ------------
GROSS PROFIT 485,366 523,204 1,003,394 856,823
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 438,645 374,343 862,921 714,624
----------- ------------ ------------ -------
GAIN (LOSS) FROM OPERATIONS 46,721 148,861 140,473 142,199
----------- ------------- ------------ ----------
INTEREST EXPENSE, NET (61,433) (48,184) (109,694) (106,053)
OTHER INCOME 23,283 11,874 46,258 48,058
----------- ------------- ------------ ----------
INCOME (LOSS) FROM CONTINUING
OPERATIONS 8,571 112,551 77,037 84,204
INCOME (LOSS) FROM SALE OF
DISCONTINUED OPERATIONS ASSETS (32,380) -0- (30,380) -0-
------------ ------------- ------------ ---------
NET INCOME (LOSS) ($ 23,809) $ 112,551 $ 46,657 $ 84,204
============ ============= ============ =========
PER COMMON SHARE DATA:
NET INCOME (LOSS) ($ .00 ) $ .01 $ .01 $ .00
============ ============ ============ ==========
WEIGHTED AVERAGE
SHARES OUTSTANDING 15,870,272 13,815,603 15,870,272 13,815,603
============== =========== =============== ===========
</TABLE>
5
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED APRIL 30,
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) Income $ 46,657 $ 842,045
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 108,845 110,445
Net (increase) decrease in non-cash current assets:
Accounts receivable 224,315 (226,325)
Inventories (85,016) (3,248)
Prepaid expenses and other (13,299) 13,324
Provision for bad debt 25,002 -0-
Net increase (decrease) in non-debt current liabilities:
Accounts payable (98,760) (40,572)
Accrued salaries and wages 6,184 (63,815)
Accrued expenses, other 5,816 101,540
(Increase)decrease in other assets, net (54,330)
Discontinue operations, liabilities net of assets ___________ __________
Net cash provided by (used in) operating activities 165,414 (24,447)
----------- --------------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (40,900) (57,481)
Proceeds from sale of equipment 64,000 -0-
----------- -------------
Net cash used in investing activities 23,100 (57,481)
----------- -------------
FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving loan agreement (286,197) 224,265
Payments of long-term debt (121,250) (63,577)
Proceeds from issuance oflong term debt 150,000 -
----------- -------------
Net cash provided by (used in) financing activities (257,447) 160,688
----------- -------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (68,933) 78,760
CASH AND CASH EQUIVALENTS BEGINNING 68,933 50,008
----------- -------------
CASH AND CASH EQUIVALENTS ENDING $ -0- $ 128,768
=========== =============
</TABLE>
6
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED APRIL 30,
1998 1997
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 111,638 $ 106,053
=============== ================
Income taxes $ - $ -
=============== ================
7
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Description of Business
Global Environmental Corp. (the "Company".) was incorporated on October 6,
1987. Effective August 1, 1988, Global Environmental Corp. acquired all of the
issued and outstanding common shares of Global Environmental Holdings, Inc.
("Global Holdings" ).
Danzer Industries, Inc. ("Danzer"), a wholly-owned subsidiary of Global, is
principally engaged in the design, manufacture and installation of fabricated
metal products. Products produced are normally based upon specifications
received from customers. Danzer's revenues ( subsequent to sale of the Company's
Rage subsidiary as described below) represent approximately 100% of the
Company's revenues and are generated throughout the United States.
Rage, Inc. ("Rage"), a wholly-owned subsidiary of Global Holdings through
April 30, 1996 and was engaged in the business of engineering and supplying
pneumatic material handling systems throughout the United States. Effective
April 30, 1996, Rage was sold to a third party. Accordingly, the results of
Rage's operations for the fiscal year ended October 31, 1996 are presented as
"discontinued operations" in the consolidated statement of operations. The
results of Rage's operations for the fiscal year ended October 31, 1995 and 1994
have been reclassified to conform with 1996 method of presentation.
The accompanying consolidated financial statements present the accounts of
Global Environmental Corp. and its wholly-owned subsidiary. The entities are
collectively referred to herein as the "Company". All significant intercompany
transactions and balances have been eliminated in consolidation. The Company is
on an October 31, fiscal year. The Company has filed all required filings for
its year ending October 31, 1997 and incorporates by reference those filings.
The reader should read the audit and accompanying footnotes in conjunction with
this document.
The Company uses the equity method of accounting for a 49% owned interest
in a joint venture. The original investment is recorded at cost, adjusted for
the Company's share of undistributed earnings or losses. The operations of the
joint venture are presently immaterial.
In the first quarter of fiscal year ending October 31, 1998, the Company
sold its Airline Division for cash and notes. In the same quarter, the Company
discontinued manufacturing operations which produced elevator parts and began
liquidating those assets.
8
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories
Inventories are stated at the lower of cost (first - in, first - out) or market
and are comprised of the following components:
April 30, October 31,
1998 1997
Raw materials 584,210 292,125
Work-in-process 72,932 301,277
Finished goods 90,863 64,587
-------- -------
$748,005 662,989
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
9
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Major Customers
The following is a list of the Company's customers which represent 10% or more
of consolidated net sales (from continuing operations):
TOTAL PERCENTAGE OF NET SALES
April 30, YEAR ENDED OCTOBER 31
1998 1997 1996 1995
Elevator Manufacturer 8% 13% 10% 11%
Truck Body Manufacturer 64% 41% 29% 32%
The Company's decision to exit the manufacturing of elevator parts and focus
exclusively on the manufacturing of truck bodies will result in the loss of
revenues from sales of this division.
10
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
NOTE 2. FINANCING ARRANGEMENTS
The Company entered into a borrowing arrangement with its largest shareholder.
Under this arrangement in the six month period ending April 30, 1998, the
Company had borrowed $150,000.
The interest rate on this note was 10% and called for interest payments to be
made at maturity. The entire principal is due on September 30, 1998. The Company
is current on all of its debt obligations at the end of the quarter.
11
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
In the quarter ending January 31, 1998 the Company sold its Airline Divisions to
a third party for $ 413,000. The Company received cash in the amount of $150,000
and a note for $ 263,000.
The note bears interest at 6%. Principal payments on the note are due as shown
below.
Date Amount
January 98 25,000
November 98 41,667
May 98 41,667
November 99 41,667
The Company created a reserved $178,000 against the note for collection risks.
12
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 1998
NOTE 3. STOCKHOLDERS' EQUITY
In connection with the resignation of the Company's President and Chief
Executive Officer in December 1997, the Company issued warrants to purchase
100,000 shares of common stock through March 2001 at $.25 per share, subject to
adjustment as defined. No compensation was recorded in connection with the
issuance of such warrants. No warrants were exercised through April 30, 1998.
In April 1998, the Company granted 600,000 stock options, excisable at $.10
per share to its new President. The options vest over two years and expire in
April 2004.
NOTE 4. UNAUDITED FINANCIAL STATEMENTS
The accompanying financial statements of the Company are unaudited and have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and financial disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Accordingly, these unaudited condensed financial statements should
be read in conjunction with the audited financial statements included in the
Company's Form 10-K for the year ended October 31, 1998. These statements
include all adjustments consisting only of normal recurring accruals, which are,
in the opinion of management, considered necessary for a fair presentation of
financial position and results of operations.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the unaudited
financial statements and related notes of the Company included elsewhere in this
report. This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other parts of this Quarterly Report on Form 10-Q
contain forward-looking statements that involve risks and uncertainties.
The Company's ability to increase sales depends on many factors not within the
Company's control including planned capital expenditures by end users, general
economic conditions and pricing policies by competitors. Additionally, the
Company is dependent on sales to one purchaser that represent 63% of total sales
in the six month period ending April 30, 1998. The Company's decision to focus
exclusively on truck body sales also increases the risk of selling to only one
industry segment.
As a result, the actual results realized by the Company could differ materially
from the results discussed in or contemplated by the forward-looking statements
made herein. Words or phrases such as "will," "expect," "believe," "intend,"
"estimates," "project," "plan" or similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements made in this Quarterly Report on Form 10-Q.
13
<PAGE>
Results of Operations
For the six months ended April 30, 1998, management increased its focus on plant
layout and labor utilization. Although revenue declined to $3.7 million from
$4.3 million in the six months ended April 30, 1997, gross profit increased to
just over $1 million and gross profit margin increased from 19.9% for the six
months ended April 30, 1997 to 26.94% for the six months ended April 30, 1998.
The decrease in revenue and increase in margins are primarily a result of the
Company's decision in October, 1997 to exit the manufacture of elevator parts
and air handling louvers. Selling, general and administrative expenses increased
$ 148,297 to $ 862,921 due to a $76,000 increase in consultant fees, a $16,000
increase in recruitment expense, and a $25,000 expense for the management
incentive plan. Net interest expense increased $3,641 due to new debt incurred
by the Company. In the six month period ending April 30, 1998, the Company sold
assets creating a loss of $30,380 from discontinued operations.
For the three months ending April 30, 1998 the Company reported sales of
$2,025,587 versus $2,492,310 for the same period ending April 30, 1997. The
decrease was a result of the Company's decision in October, 1997 to exit the
manufacture of elevator parts and air handling louvers. Gross profits for the
three months ending April 30, 1998 were approximately $485,000 versus
approximately $523,000 for the three months ending April 30, 1997.
Selling, general and administrative expenses increased $64,302 to $438,645 in
the three month period ending April 30, 1998 versus the same time period ending
April 30, 1997. Net interest expense increased $13,249 to $61,433 in the April
30, 1998 three month time period compared to the same time period ending April
30, 1997.
For the three months ending April 30, 1998, the Company experienced a loss of
$108,269 as compared to a profit of $91,522 in the three month time period
ending April 30, 1997.
Discontinued Operations
In the quarter ending January 31, 1998 the Company decided to focus
exclusively on the manufacturer and sales of truck bodies. The Company
liquidated its elevator parts inventory and sold its Airline division. The
Company believes this decision will allow it to become more focused on it's
truck body business and this truck body business can be expanded with the
introduction of new products that compliment the tuck body line.
Liquidity and Capital Resources
As of April 30, 1998, the Company's working capital declined to
($146,480). In the quarter, the Company used cash to reduce accounts payable and
also to reduce outstanding balances on the Company's line of credit with its
secured lender. The current portion of the long term debt increased $145,883.
This increase is primarily the result of the Company borrowing $150,000 from
it's largest shareholders. At April 30, 1998 the Company had $ 113,000 available
to it under its secured line of credit.
The Company believes cash flows generated by operating activities and
availability on its line of credit will be sufficient to fund the Company's
operations if there are no material changes in it's ability to book sales. The
Company's backlog at April 30, 1998 was approximately $ 1.5 million.
Management
In April 1998, the Company hired Mel Williams as President. Mr.
Williams replaced an interim President who had held that position for
approximately 4 months during the period in which the Company performed a job
search. Mr. Williams comes to the Company with extensive experience in the
manufacturing business.
14
<PAGE>
PART II OTHER INFORMATION
NONE
15
<PAGE>
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.
GLOBAL ENVIRONMENTAL CORP.
(Registrant)
Date: November 19, 1999 /S/ Terry Moore
------------------------------
Terry Moore, Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 1,170,553
<ALLOWANCES> 600,153
<INVENTORY> 748,005
<CURRENT-ASSETS> 1,969,022
<PP&E> 3,647,542
<DEPRECIATION> 2,217,598
<TOTAL-ASSETS> 2,507,146
<CURRENT-LIABILITIES> 2,115,502
<BONDS> 1,273,691
0
0
<COMMON> 117,953
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,507,146
<SALES> 3,723,929
<TOTAL-REVENUES> 3,723,929
<CGS> 2,720,535
<TOTAL-COSTS> 862,921
<OTHER-EXPENSES> 46,258
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 109,694
<INCOME-PRETAX> 77,037
<INCOME-TAX> 0
<INCOME-CONTINUING> 77,037
<DISCONTINUED> (30,380)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,657
<EPS-BASIC> 0.01
<EPS-DILUTED> 0
</TABLE>
