12
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 July 31, 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 July 31, 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 -July 31, 1998 and October 31, 1997. 3 - 4
Consolidated Statements of Operations -
Three Months and Nine Months Ended July 31,1998 and 1997 5
Consolidated Statements of Cash Flows -
Nine Months Ended July 31, 1998 and 1997 6 - 7
Notes to Consolidated Financial Statements 8 - 10
Management's Discussion and Analysis of Financial Condition and
Results of Operations 10 - 11
PART II - OTHER INFORMATION 12
2
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JULY 31 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 $226,291 and $346,000 respectively 784,968 1,419,870
Inventories 418,115 662,989
Prepaid expenses and other 69,006 37,165
------------ ---------------
Total current assets 1,272,089 2,188,957
---------- ---------------
PROPERTY, PLANT AND EQUIPMENT
Land 25,797 25,797
Building and improvements 1,440,527 1,440,527
Equipment 2,184,953 2,286,085
3,651,277 3,752,409
Less - accumulated depreciation and amortization (2,274,449) (2,271,753)
------------ -------------
Total property, plant and equipment, net 1,376,828 1,480,656
---------- -------------
OTHER ASSETS
Notes Receivable $238,000 less reserve $178,000 45,345 53,850
Other, net 60,000
----------- -------------
Total Other Assets 105,345 53,850
Total Assets $ 2,754,262 $ 3,723,463
=========== ============
</TABLE>
3
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1998 1997
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $ 748,136 $ 581,876
Accounts payable 363,160 859,764
Accrued salaries and wages 171,292 173,603
Accrued expenses, other 511,566 441,136
------------ ------------
Total current liabilities 1,794,154 2,056,379
LONG-TERM DEBT, net of current portion 950,424 1,595,269
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $.0001 per share;
20,000,000 shares authorized; 15,870,272
shares issued in 1998 and 1997 1,587 1,587
Additional paid-in capital 5,047,803 5,047,803
Deficit (4,978,094) (4,977,575)
Retained Earnings Current $ 61,612 -0-
-------------- ------------
Total stockholders' equity 9,684 71,815
Total Liability and Shareholder's Equity
$ 2,754,262 $ 3,723,463
============== ============
</TABLE>
4
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31, NINE MONTHS ENDED JULY 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
NET SALES $ 1,769,871 $ 2,255,522 $ 5,493,800 $ 6,561,229
COST OF GOODS SOLD 1,421,749 1,803,000 4,142,284 5,251,884
--------- ----------- ----------- -----------
GROSS PROFIT 348,122 452,522 1,351,516 1,309,345
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 422,079 335,000 1,285,000 1,049,624
---------- ----------- ----------- -----------
INCOME FROM OPERATIONS (73,957) 117,522 66,516 259,721
----------- ----------- ----------- ------------
INTEREST EXPENSE, NET (41,376) (53,000) (151,070) (159,053)
OTHER INCOME 7,064 27,000 53,322 75,058
----------- ----------- ---------- -----------
INCOME (LOSS) FROM CONTINUING
OPERATIONS (108,269) 112,551 (31,232) 175,726
----------- ----------- ------------ -----------
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS -0- -0- (30,380) -0-
----------- ----------- ------------ ----------
NET INCOME (LOSS) ($108,269) $ 91,522 ($61,612) $ 175,726
=========== =========== ============== =============
PER COMMON SHARE DATA:
CONTINUING OPERATIONS ($ .01) $ .01 ($ .00) $ .01
=========== ========== ============ ============
DISCONTINUED OPERATIONS $ .00 $ .00 ($ .00) $ .00
=========== ========== ============ ============
NET INCOME (LOSS) ($ .01) $ .01 ($ .00) $ .01
----------- ========== ============ ============
WEIGHTED AVERAGE
SHARES OUTSTANDING 15,870,272 15,214,693 15,870,272 15,214,693
=========== ========== ============ ============
</TABLE>
5
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JULY 31,
1997 1998
.
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) Income $ 175,726 ($ 61,612)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 165,668 165,695
Net (increase) decrease in non-cash current assets:
Accounts receivable (50,288) 601,566
Inventories (33,242) 244,874
Prepaid expenses and other 63,717 (31,841)
Provision for bad debt 33,336
- - Net increase (decrease) in non-debt current liabilities:
Accounts payable 13,604 (496,604)
Accrued salaries and wages (12,807) (2,311)
Accrued expenses, other (221,910) 70,430
(Increase) decrease in other assets, net (46,591) (42,249)
Discontinue operations, liabilities net of assets
Net cash provided by (used in) operating activities (497,697) 481,284
--------- ------------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (57,481) (44,642)
Proceeds from sale of equipment 64,000
----------- -----------
Net cash used in investing activities (57,481) 19,358
FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving loan agreement 374,885 (537,502)
Proceeds from long - term debt financing 650,000 150,000
Payments of long-term debt (310,077) (182,073)
-
Net cash provided by (used in) financing activities (34,962) (569,575)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 405,254 (68,933)
CASH AND CASH EQUIVALENTS BEGINNING 50,008 68,933
--------- --------
CASH AND CASH EQUIVALENTS ENDING $ 455,262 $ -0-
========== ========
</TABLE>
6
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
NINE MONTHS ENDED JULY 31,
1997 1998
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 159,053 $ 153,406
============= ==============
Income taxes $ - $ -
============= ==============
7
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 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"), was 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 nine months ended July 31, 1997 are
presented as "discontinued operations" in the consolidated statement of
operations.
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 filing for its
year ending October 31, 1997 and incorporates by reference those filings. The
Company has also filed its 10-Q reports for the quarters ending January 31, 1998
and April 30, 1998. The reader should read the audit and accomparrying footnotes
and 10-Q filings 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 fiscal quarter of fiscal year ending October 31, 1997 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 NINE MONTHS ENDED JULY 31, 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 0 in, first - out) or market
and are comprised of the following components:
July 31, October 31,
1998 1997
Raw materials 325,040 $ 292,125
Work-in-process 32,709 301,277
Finished goods 60,366 64,587
--------- ---------
418,115 $662,989
9
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 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
JULY 31, 1998 OCTOBER 31,
1997 1996 1995
---- ---- ----
Elevator Manufacturer 6% 13% 10% 11%
Truck Body Manufacturer 69% 41% 29% 32%
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
effected the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2. 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.
10
<PAGE>
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 69% of total sales
in the nine month period ending July 31, 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.
Results of Operations
In the nine months ended July 31, 1998, the Company increased its focus
on plant layout and labor utilization. The primary reason for this focus was to
increase productivity and reduce unit costs. As part of this process, the
Company acquired through a lease purchase arrangement certain production
equipment which allowed it to more efficiently cut and drill many of the
components for truck bodies.
Sales for the nine months ending July 31, 1999 decreased $1,067,429 or
16.3% to $5,493,800 versus the same period the year before. In spite of the
sales decrease, gross profits increased $42,717 to $1,351,516 for this same
period of time. The Company believes that this increase was a result of its
efforts to increase productivity. Selling, general and administrative expenses
increased to $1,285,000 in the July 31, 1998 nine month period versus $1,049,624
for the nine month period ending July 31, 1997. The primary increases in
expenses were for one time expenses for recruiting and relocating the President
and CFO, the recording of management incentive bonus program expenses plus the
management fees for Snyder Capital and Duncan - Smith, and the severance pay to
the past President and CFO.
Net interest expense for the nine months ending July 31, 1998 and July
31, 1997 was $151,070 and $159,053, respectively. The Company experienced a loss
from discontinued operations of $30,380 for the nine month period ending July
31, 1998. For the nine month period ending July 31, 1997 the Company reported no
income or loss from discontinued operations. For the nine month period ending
July 31, 1997 the Company reported a profit of $175,726 and for the same time
period ending July 31, 1998 the Company reported a loss of $61,612.
For the three months ending July 31, 1998 the Company reported sales of
$1,769,871 versus $2,255,522 for the same period ending July 31, 1997. The
decrease was a result of the Company's decision in October, 1997 to exit the
manufacturer of elevator parts and the manufacturer of air handling louvers.
Gross profits for the three months ending July 31, 1998 were $348,122 versus
$452,522 for the three months ending July 31, 1997.
Selling, general and administrative expenses increased $87,079 to
$422,079 in the three month period ending July 31, 1998 versus the same time
period ending July 31, 1997. Net interest expense decreased $11,624 to $41,376
in the July 31, 1998 three month time period compared to the same time period
ending July 31, 1997.
For the three months ending July 31, 1998, the Company experienced a
loss of $108,269 as compared to a profit of $91,522 in the three month time
period ending July 31, 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 July 31, 1998, the Company's working capital declined $386,487
from its year ending October 31, 1997 level. During this same period of time the
Company shrank inventories $244,874 to $418,155 and receivables by $634,902 to
$784,968. These proceeds were used to primarily to reduce accounts payable to
$363,160 from $859,764 at October 31, 1997. The current portion of long term
debt increased $166,260 at July 31, 1998 over the prior year ending level of
$580,876. Of this increase $150,000 come from an advance made by the Company's
largest shareholder.
11
<PAGE>
PART II OTHER INFORMATION
NONE
12
<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
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> JUL-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 784,968
<ALLOWANCES> 226,291
<INVENTORY> 418,115
<CURRENT-ASSETS> 1,272,089
<PP&E> 3,651,277
<DEPRECIATION> 2,274,449
<TOTAL-ASSETS> 2,754,262
<CURRENT-LIABILITIES> 1,794,154
<BONDS> 950,424
0
0
<COMMON> 9,684
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,754,262
<SALES> 5,493,800
<TOTAL-REVENUES> 5,493,800
<CGS> 4,142,284
<TOTAL-COSTS> 1,285,000
<OTHER-EXPENSES> 97,748
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 151,070
<INCOME-PRETAX> (31,232)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,232)
<DISCONTINUED> (30,380)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61,612)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
