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 January 31, 1999
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, MD (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 January 31, 1999
$.0001 par value 15,870,272 shares
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
INDEX
PAGE(s)
PART I - CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets - January 31, 1999 and October 31, 1998. 3
Consolidated Statements of Operations -
Three Months Ended January 31, 1999 and 1998 5
Consolidated Statements of Cash Flows -
Three Months Ended January 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
PART II - OTHER INFORMATION: 19
2
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1999 1998
------------- -------------
( Unaudited ) ( Audited )
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ -0- $ -0-
Accounts receivable, less allowance for doubtful
accounts of $178,207 and $168,266 respectively 531,308 957,208
Inventories 509,572 481,862
Prepaid expenses and other 47,342 75,404
Total current assets $ 1,088,222 $1,514,474
----------- ----------
PROPERTY, PLANT AND EQUIPMENT
Land 25,797 25,797
Building and improvements 1,440,527 1,440,527
Equipment 2,413,934 2,398,063
3,880,258 3,864,387
Less - accumulated depreciation and amortization (2,094,274) (2,022,874)
----------- ----------
Total property, plant and equipment, net 1,785,984 1,841,513
----------- ----------
OTHER ASSETS
Other, net 39,675 42,510
Morrison License 150,001 160,000
----------- ----------
Other Total Assets 189,676 202,510
TOTAL ASSETS $ 3,063,882 $ 3,558,497
=========== ===========
</TABLE>
3
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1999 1998
----------------- ------------
( Unaudited ) ( Audited )
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $ 726,391 $ 581,846
Accounts payable 347,851 658,757
Accrued salaries and wages 166,241 167,292
Accrued expenses, other 505,607 420,244
----------- ----------
Total current liabilities 1,746,090 1,778,139
LONG-TERM DEBT, net of current portion 996,597 1,533,303
----------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, par value $.0001 per share; 1,587 1,587
20,000,000 shares authorized; 15,870,272
shares issued and outstanding in 1998 and 1997.
Additional paid-in capital 5,047,803 5,047,803
Retained Earnings Prior (4,802,335) (4,802,335)
Retained Earnings Current 1-31-1999
-
Total stockholders' equity 321,195 247,055
------------ ----------
Total liabilities and shareholders equity $ 3,063,882 $ 3,558,497
=========== ===========
</TABLE>
4
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
1999 1998
----------- ------------
<S> <C> <C>
NET SALES $ 1,678,451 $ 1,698,342
COST OF GOODS SOLD 1,223,109 1,180,314
----------- ------------
GROSS PROFIT 455,342 518,028
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 348,328 424,276
----------- ------------
GAIN OPERATIONS 107,014 93,752
----------- ------------
INTEREST EXPENSE, NET 53,628 48,261
OTHER (INCOME) Expense (20,754) (22,975)
----------- ------------
GAIN FROM CONTINUING OPERATIONS 74,140 68,466
----------- ------------
GAIN SALE OF ASSETS -0- 2,000
NET GAIN $ 74,140 $ 70,466
=========== ============
PER COMMON SHARE DATA:
GAIN PER SHARE $ .00 $ .00
=========== ============
WEIGHTED AVERAGE SHARES OUTSTANDING 15,870,272 15,870,272
=========== ============
</TABLE>
5
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
1999 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) income $ 74,140 $ 70,466
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 71,400 52,800
Write-off of deferred financing fees -
Net (increase) decrease in non-cash current assets:
Accounts receivable 413,300 310,361
Inventories (27,710) (110,731)
Prepaid expenses and other 28,062 (1,300)
Provision for bad debt 12,600 12,501
Net increase (decrease) in non-debt current liabilities:
Accounts payable (321,070) (48,635)
Accrued commissions, salaries and wages (1,051) (32,448)
Accrued expenses, other 95,527 16,044
(Increase) decrease in other assets, net 12,834 (52,855)
---------- ----------
Net cash provided by (used in) operating activities 358, 032 216,203
---------- ----------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (15,872) (5,028)
Proceeds from sale of equipment -0- 63,000
---------- ----------
Net cash used in investing activities (15,872) 57,972
FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving loan agreement (290,499) (356,562)
Payments of long-term debt (51,661) (57,546)
Proceeds from issuance of long term debt -0- 71,000
---------- ----------
Net cash provided by (used in) financing activities (342,160) (343,108)
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS ( ) (68,933)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -0- 68,933
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -0- $ -0-
========== ==========
</TABLE>
6
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
THREE MONTHS ENDED JANUARY 31,
1999 1998
----------- -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 53,628 $ 49,393
=========== ===========
Income taxes $ - $ -
=========== ===========
7
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1999
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 of truck
bodies. Danzer's revenues represent approximately 100% of the Company's revenues
and are generated throughout the United States.
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 inter-company
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, 1998 and incorporates by reference those filings.
The reader should read the audit and accompanying footnotes in conjunction with
this document. The figures as of January 31, 1999 and January 31, 1998 are
unaudited.
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.
8
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1999
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:
January 31, October 31,
1999 1998
Raw materials $ 313,594 $ 411,288
Work-in-process 56,301 18,060
Finished goods 139,677 52,514
---------- ----------
$ 509,572 $ 481,862
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 THREE MONTHS ENDED JANUARY 31, 1999
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
January 31 YEAR ENDED OCTOBER 31
1999 1998 1997 1996 1995
Elevator Manufacturer 0% 4% 13% 10% 11%
Truck Body Manufacturer 70% 55% 41% 29% 32%
The Company's decision to exit the manufacturing of elevator parts and focus
exclusively on the manufacturing of truck bodies resulted in the loss of
revenues from sales of this division.
10
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1999
NOTE 2. FINANCING ARRANGEMENTS
In December 1997, the Company entered into a borrowing arrangement with its
largest shareholder. Under this arrangement, the Company borrowed $150,000
pursuant to a Promissory Note secured by all the assets of the Company and had
accrued but unpaid interest on this obligation of $ 13,833 at January 31, 1999.
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 other debt obligations at the end of the quarter.
NOTE 3. 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.
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. 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.
11
<PAGE>
Results of Operations
In December 1998 the Company was informed by its largest customer that they
would not be giving the Company a purchase order for product to be delivered in
the four month period January through April 1999. Accordingly, the Company made
a number of operational changes during the first quarter of 1999. Administrative
positions were eliminated and the Company attempted to reduce manufacturing
expenses where possible. The impact on sales was not fully felt in this
quarter's operations.
Sales for the three months ending January 31, 1999 were $1,678,451 compared to
$1,698,342 for the three month period ending January 31, 1998. While sales
decreased $19,891, gross profits fell to $455,342 for the three months ending
January 31, 1999 from $518,028 for the three month period ending January 31,
1998. Management believes this decrease occurred because of the change to the
development of cost of goods sold. The methodology was changed from estimates
and closing of jobs to recording the change in monthly inventory balances. New
management felt a change was necessary after evaluating the book to physical
adjustments that were recorded each year. This change will provide management
and stockholders with better financial information to make decisions. Selling
general and administrative expenses were reduced significantly in anticipation
of lower sales. These expenses totaled $348,328 in the three month period ending
January 31, 1999 versus $424,276 for the three months ending January 31, 1998.
The primary areas of reduced expenses included consulting fees of $40,000,
stockholder expenses of $20,000 and travel of $10,000. Consulting fees are lower
because in 1998 the Company experienced consulting costs during the
implementation of a TQM program plus a one time fee to locate a purchaser for
the Airline product line. Stockholder expenses were lower because in 1998 the
annual meeting and report expenses were incurred. Travel expenses are lower
because in 1998 the interim President was traveling weekly between Texas and
Maryland.
Net interest expense for the three months ending January 31, 1999 totaled
$53,628. This was an increase of $5,367 over the $48,261 of net interest expense
experienced by the company in the first three months ending January 31, 1998.
Other income remained relatively comparable to the three months ending January
31, 1998 with the company reporting income of $20,754 for the three months
ending January 31, 1999. For the quarter, the company reported a gain of $74,140
for the three months ending January 31, 1999. For the three months ending
January 31,1998 the company reported earnings of $70,466.
Liquidity and Capital Resource
The Company's working capital declined to ( $ 657,868 ) from October 31, 1998 to
January 31, 1999. The primary reason for this decrease was due to account's
receivable declining by $425,900 to $531,308. At the same time inventories
increased by $27,710 to $509,572. Other significant changes included the current
portion of long-term debt increasing to $726,391 on January 31, 1999 from the
October 31,1998 amount of $581,846. This increase occurred due to the Company
drawing down on its line of credit in order to reduce accounts payable. The
accounts payable ended January 31, 1999 at $347,851. This represented a decrease
of $310,906 from the October 31, 1998 amount. Accrued expenses increased in this
three month period by the amount of $85,363 to end the quarter at $505,607. Also
during this three month period, long-term debt decreased significantly. At
January 31, 1999 the decrease was in the amount of $536,706. Part of this
decrease was due to the Company's reclassifying $150,000 in long-debt as a
current asset. The Company believes it will have adequate cash and cash
available in its line of credit to meet ordinary operating requirements.
Y2K Preparedness
The Company recognizes that arrival of the year 2000 poses certain one-time
unique challenges to the ability of systems to recognize the date change from
December 31, 1999 to January 1, 2000. In anticipation of this date, in January
1999 the Company performed an assessment of it's data processing equipment which
is utilized in its accounting systems. As a result, the Company completed an
updating of the UNIX platform of the INFISY SYSTEM. This vendor provided system
upgrade is designed to resolve the software challenges associated with this
potential problem. In addition the company purchased hardware which was
compatible with its existing system and the new software. The total cost of
implementation of these items is approximately $10,000. The Company is
continuing to review the status of its personal computers, manufacturing
equipment and phone system to ascertain that they are in a state of readiness
for the year end event.
12
<PAGE>
PART II OTHER INFORMATION
NONE
13
<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 29, 1999 /S/ Terry Moore
------------------------------
Terry Moore, Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> JAN-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 531,308
<ALLOWANCES> 178,201
<INVENTORY> 509,572
<CURRENT-ASSETS> 1,088,222
<PP&E> 3,880,258
<DEPRECIATION> 2,094,274
<TOTAL-ASSETS> 3,063,882
<CURRENT-LIABILITIES> 1,746,090
<BONDS> 996,597
0
0
<COMMON> 321,195
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,063,882
<SALES> 1,678,451
<TOTAL-REVENUES> 1,678,451
<CGS> 1,223,109
<TOTAL-COSTS> 348,328
<OTHER-EXPENSES> (20,754)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,621
<INCOME-PRETAX> 74,140
<INCOME-TAX> 0
<INCOME-CONTINUING> 74,140
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 74,140
<EPS-BASIC> 0.00
<EPS-DILUTED> 0
</TABLE>
