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, 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, 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, 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 - January 31, 1998 and October 31, 1997. 3
Consolidated Statements of Operations -
Three Months Ended January 31, 1998 and 1997 5
Consolidated Statements of Cash Flows -
Three Months Ended January 31, 1998 and 1997 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,
1998 1997
------------------ --------------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ -0- $ 68,933
Accounts receivable, less allowance for doubtful
accounts of $314,289 and $346,000 respectively 1,097,009 1,419,870
Inventories 773,720 662,989
Prepaid expenses and other 38,465 37,165
Total current assets $ 1,909,194 $ 2,188,957
----------- -------------
PROPERTY, PLANT AND EQUIPMENT
Land 25,797 25,797
Building and improvements 1,440,527 1,440,527
Equipment 2,081,113 2,286,085
3,547,437 3,752,409
Less - accumulated depreciation and amortization (2,177,553) (2,271,753)
----------- ------------
Total property, plant and equipment, net 1,369,884 1,480,656
---------- ------------
OTHER ASSETS
Other, net 51,015 53,850
Note Receivable, $238,000 Less Reserve ($178,000) 60,000 -0-
---------
Other Total Assets 111,015 53,850
TOTAL ASSETS $ 3,390,093 $3,723,463
=========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1998 1997
----------------- -------------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $ 648,217 $ 581,876
Accounts payable 826,122 859,764
Accrued salaries and wages 141,155 173,603
Accrued expenses, other 447,016 441,136
--------- ---------
Total current liabilities 2,062,510 2,056,379
LONG-TERM DEBT, net of current portion 1,185,821 1,595,269
--------- ---------
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
and $13,815,603 shares issued and outstanding in 1998 and 1999.
Additional paid-in capital 5,047,803 5,047,803
Retained Earnings Prior ( 4,978,094) ( 4,977,575)
Retained Earnings Current 70,466
- -
--------- ---------
Total stockholders' equity 141,762 71,815
--------- ---------
$ 3,390,093 $ 3,723,463
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
1998 1997
<S> <C> <C>
NET SALES $ 1,698,342 $ 1,813,397
COST OF GOODS SOLD 1,180,314 1,479,778
------------- ------------
GROSS PROFIT 518,028 333,619
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 424,276 340,281
------------- ------------
GAIN (LOSS) OPERATIONS 93,752 ( 6,662)
------------- ------------
INTEREST EXPENSE, NET ( 48,261) ( 57,869)
OTHER INCOME ( 22,975) 36,184
------------- ------------
GAIN (LOSS) FROM CONTINUING OPERATIONS 68,466 ( 28,347)
------------ -------------
GAIN (LOSS) SALE OF ASSETS 2,000 -
------------ -------------
NET GAIN (LOSS) $ 70,466 ($ 28,347)
=========== ============
PER COMMON SHARE DATA:
GAIN (LOSS) PER SHARE $ .00 ($ .00)
========== ============
WEIGHTED AVERAGE SHARES OUTSTANDING 15,870,272 13,815,603
========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
1997 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) income ($ 28,347) ($ 70,466)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 54,645 52,800
Write-off of deferred financing fees -
Net (increase) decrease in non-cash current assets:
Accounts receivable 211,857 310,361
Inventories (48,442) (110,731)
Costs and estimated earnings in excess of
billings on uncompleted contracts -0-
Prepaid expenses and other 75,307 (1,300)
Provision for bad debt -0- 12,501
Net increase (decrease) in non-debt current liabilities:
Accounts payable (202,466) (48,635)
Billings in excess of costs and estimated earnings
on uncompleted contracts - -0-
Accrued commissions, salaries and wages (70,313) (32,448)
Accrued expenses, other 153,937 16,044
(Increase) decrease in other assets, net (11,323) (52,855)
--------------- ------------
Net cash provided by (used in) operating activities (134,855) (216,203)
--------------- --------------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (22,236) (5,208)
Proceeds from sale of equipment -0- 63,000
----------------- -------------
Net cash used in investing activities (22,236) 57,792
FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving loan agreement (124,755) (356,562)
Payments of long-term debt (20,825) (57,546)
Payment of dividends on preferred stock (58,874) -0-
Proceeds from issuance of long term debt -0- 71,000
----------------------------
Net cash provided by (used in) financing activities (145,600) (343,108)
---------------- ------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (32,981) (126,905)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 50,068 68,933
--------------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,027 $ -0-
=============== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED JANUARY 31,
1997 1998
-------------- -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 57,869 $ 49,393
============== ============
Income taxes $ - $ -
============== ============
7
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 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. (formerly Affiliated National, Inc.) 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) (Note 2).
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 represent 100% of the Company's total
revenues and are generated throughout the United States.
Effective June 20, 1989, Affiliated National, Inc. changed its name to Global
Environmental Corp. Effective November 22, 1995 Danzer Metal Works Company
changed its name to Danzer Industries, Inc.
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 these assets.
Summary of Significant Accounting Policies
Revenue Recognition
Revenues from the manufacture of sheet metal products and fabrications are
generally recognized when products are shipped to the customer.
8
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
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,
1998 1997
----------- --------------
Raw materials and supplies $556,286 $292,125
Work-in-process 143,277 301,277
Finished goods 64,157 64,587
-------- --------
$773,720 $662,989
======== ========
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
Property, Plant and Equipment
Property, plant and equipment placed in service are depreciated on the
straight-line method over the following estimated useful lives:
Building and improvements 10 to 30 years
Equipment 5 to 20 years
Cash Equivalents
Cash equivalents consist of all highly liquid investments purchased with an
original maturity of three months or less.
Income Taxes
The Company files a consolidated income tax return for Federal tax purposes.
Global Environmental Corp., Global and each of Global's subsidiaries file
separate state income tax returns. As discussed in Note 3, the Company adopted
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," effective November 1, 1993.
9
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
The Company maintains cash balances at a bank which, at various times during the
year, exceeded the Federal Deposit Insurance Corporation limit.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of management's estimates.
Recently Issued Accounting Standards
In March 1995, FASB issued Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("Statement").
The Statement established accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used, and for long-lived assets and certain identifiable
intangibles to be disposed of. The Statement requires that long-lived assets and
certain identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset. The Company has
not determined the effect, if any, that this Statement will have on its
financial position or results of operations.
In October 1995, FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," ("Statement") which provides an alternative method of accounting
for stock-based compensation arrangements, based on fair value of the
stock-based compensation utilizing various assumptions regarding the underlying
attributes of the options and the Company's stock, rather than the existing
method of accounting for stock-based compensation which is provided in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued To
Employees" (APB No. 25). FASB encourages entities to adopt the fair value-based
method but does not require adoption of this method. The Company anticipates
that it will continue its current accounting policy; however, if adopted, SFAS
No. 123 is not expected to have a material impact on its financial position or
its results of operations.
Both of the above standards would be effective for the Company's fiscal year
beginning November 1, 1996.
Major Customers
Total Percentage of Net Sales
January 31, October 31,
-------------------------------
1998 1997 1996 1995
---- ---- ---- ----
Elevator Manufacturer 11% 13% 10% 11%
Truck Body Manufacturer 54% 41% 29% 32%
The Company's decisions 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 THREE MONTHS ENDED JANUARY 31, 1998
NOTE 2. NOTE PAYABLE
Effective May 28, 1993, Danzer entered into a loan and security agreement (the
"Agreement") with Fremont Financial Corporation comprised of a revolving credit
facility (the "Facility"). The amount available under the Facility is based on a
defined percentage of eligible accounts receivable and inventory. The Company
had drawn $649,277 at January 31, 1998. The maximum amounts available under the
Facility and the term loan are $1,400,000. Borrowings under the Agreement accrue
interest at prime plus 3.5% (12% at January 31, 1998). The Agreement was amended
most recently on May 1, 1997, and by terms of the agreement it was automatically
extended to January 31,1999.
11
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 2. NOTE PAYABLE (Continued
Under the terms of the Agreement, borrowings are collateralized by Danzer's
accounts receivable, inventory and equipment. The Agreement provides for certain
restrictions including, but not limited to, that the Company shall not without
prior consent of the lender: a) sell, lease, transfer, exchange or otherwise
dispose of any assets except in the ordinary course of business; b) enter into
any merger, consolidation, or acquisition of any other business organization;
c)guaranty or otherwise become in any way liable with respect to the obligations
of any third party; or d) change its ownership by greater than 10%. The
Agreement also restricts: payment of compensation and loans and advances to
executives, officers, directors and certain others; capital expenditures to a
specified level; and distributions to Danzer's Parent. For the period ended
January 31, 1998 and the year ended October 31, 1997, the Company was in
compliance with these covenants.
12
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 3. LONG-TERM DEBT
Maturities on long-term debt as of October 31, 1997 are as follows:
1998 $ 581,876
1999 1,203,467
2000 128,912
2001 144,005
2002 118,885
-------
$2,177,145
See the Company's FORM 10K for its fiscal year ending October 31, 1997 for a
detail of the Long Term Debt.
NOTE 4. FINANCING ARRANGEMENTS, OPERATIONS AND MANAGEMENT'S PLANS
During the fourth quarter of fiscal 1993, the Company acquired the rights to
manufacture and sell a product line consisting of utility truck bodies
(Morrison) which is similar to a product currently manufactured by the Company.
The Company has begun production of the line and has in place a sales force and
distributor network to market the product. A portion of the sales of this
product, generally approximating 5%, will be paid as a royalty to the seller of
this product line to the Company.
13
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 5. FINANCING ARRANGEMENTS, OPERATIONS AND MANAGEMENT'S PLANS
(Continued)
During the first quarter of fiscal 1994, the Company entered into a joint
venture agreement (the "Agreement") with Cadema Corporation ("Cadema"). The
joint venture has been capitalized by Cadema with $350,000 in cash and by Global
with $1,000 in cash. The joint venture's principal objective is to provide the
partners with current income by contracting for the design and installation of
air pollution control equipment in its name in all areas of the world outside
the United States and its territories. The term of the Agreement expires
December 31, 1998. Income or loss from the joint venture will be allocated 51%
to Cadema and 49% to the Company. The Agreement allows Global, subject to
certain conditions, to acquire Cadema's interest in the joint venture for
875,000 shares of Global common stock or $350,000 in cash or an amount equal to
Cadema's capital account, whichever is greater, subject to certain antidilution
provisions. The Agreement also allows for quarterly distributions of income and
capital to the joint venture partners. The Company had borrowed approximately
$364,000 from the joint venture as of October 31, 1995. Management does not
believe that the joint venture will generate enough cash flow to repay its debt
at maturity.
In September 1994, the Company completed a 10% Cumulative Convertible Senior
Preferred Stock offering whereby 7,550 shares were issued. The Company realized
$662,150 of net proceeds, after placement fees and expenses of approximately
$93,000. The funds were used to expand the Company's new Morrison product line
and provide working capital for overall business activity. During 1996 and 1997,
all such shares and accrued dividends were converted to common stock at a
conversion rate note of $.25 per share.
14
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
FINANCING ARRANGEMENTS, OPERATIONS AND MANAGEMENT'S PLANS
(Continued)
NOTE 6. STOCKHOLDERS' EQUITY
On May 7, 1990, the Company's stockholders approved a stock option plan to issue
both "qualified" and "non-qualified" stock options. Under the Plan, 800,000
options to purchase shares of the Company's common stock may be issued at the
discretion of the Company's Board of Directors. The option price per share will
be determined by the Company's Board of Directors, but in no case will the price
be less than 85% of the fair value of the common stock on the date of grant.
Options under the Plan will have a term of not more than ten years with
accelerated termination upon the occurrence of certain events. As of October 31,
1995 there were 375,000 options outstanding. Exercise prices ranged from $.30 to
$.48 per share with 200,000 options, 150,000 options and 25,000 options
exercisable at $.30, $.35, and $.48 per share, respectively. At October 31,
1994, there were 305,000 options outstanding. Exercise prices at October 31,
1994 ranged from $.48 to $1.50 per share with 125,000 options, 30,000 options,
10,000 options, 100,000 options and 40,000 options exercisable at $.48, $.56,
$1.19, $1.27, and $1.50 per share, respectively. No options have been exercised
as of October 31, 1995. During the year ended October 31, 1995, 350,000 options
were granted and 280,000 options were terminated.
In connection with a legal settlement during 1994, the Company issued 30,770
shares of common stock, par value $.0001 per share, and warrants to purchase
75,000 shares of common stock through February 9, 1997 at $1.00 per share,
subject to adjustment as defined.
15
<PAGE>
GLOBAL ENVIRONMENTAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
NOTE 7. STOCKHOLDERS' EQUITY (Continued)
In connection with a consulting agreement effective November 2, 1994, the
Company issued warrants to purchase 100,000 shares of common stock through
November 1, 1999 at $.50 per share, subject to adjustment as defined.
During 1994, Global Environmental Corp. completed a private placement offering
by selling 7,550 shares of its 10,500 authorized shares of 10% Cumulative
Convertible Senior Preferred Stock (the "10% Senior Preferred Stock") at a
stated value of $100 per share. The Company raised $662,150, net of placement
fees of $92,850 as a result of the offering. Commencing September 30, 1994,
dividends are cumulative, payable quarterly in arrears at an annual rate of $10
per share. Total dividends declared during 1994 were $75,500, of which $28,794
were unpaid as of October 31, 1995. The 10% Senior Preferred Stock is voting and
convertible into the Company's Common Stock, $.0001 par value, at $.50 per share
subject to anti-dilution adjustment and is equivalent to approximately 1,510,000
common shares at October 31, 1995. The Senior Preferred Stock is subject to
redemption, at a price of $100 per share plus accrued but unpaid dividends, at
the option of the Company provided certain conditions are met. Effective April
30, 1995, the Company registered the shares of common stock issuable upon
conversion of the Senior Preferred Stock under the Securities Act of 1933.
Effective December 31, 1994, Renaissance exchanged the $1,600,000 aggregate
amount of 1991 and 1992 Debentures (the "Debentures") (Note 5) for an aggregate
of 16,000 shares of the Company's Series B Cumulative Convertible Senior
Preferred Stock (the "Series B Stock"), par value $.001 per share, stated value
$100 per share. The Company raised $1,511,319 net of legal and other costs of
$88,681 incurred in connection with the offering. Commencing December 31, 1994,
dividends are cumulative, payable quarterly in arrears at an annual rate of $10
per share and accrued dividends were converted into common stock at the
conversion not eof .25 per share on October 31, 1996.
NOTE 8. 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.
16
<PAGE>
GLOBAL ENVIRONMENTAL CORP.
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 69% of total sales
in the nine month period ending January 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 For The Quarters Ended January 31, 1998 And
January 31, 1997
The Company's sales in the first quarter of fiscal 1998 were $1,698,342 compared
to $1,813,397 for the same period last year, a decrease of 6.37%. These results
reflect the loss of revenues from a division sold by the Company in November,
1997. Management believes that the sale of this division will allow it to focus
on its truck body business.
The Company's gross profit margin for the first quarter of fiscal 1998 increased
from 8.4% to 30.5%. The increase in margin from manufacturing operations was due
to a price increase and manufacturing efficiency.
Selling, general and administrative expenses increase $70,495 over the same
period last year. The increase was planned in expectation of expanding Danzer's
markets and revenue with additional attention to marketing and sales. The
Company's ratio of selling, general and administrative costs expressed as a
percentage of net sales was 24.2% for the first quarter vs. 18.8% for the same
period last year . The Company continues to monitor its costs in an effort to
improve this ratio.
Interest expense during the first quarter of fiscal 1998 decrease by $8,476 due
to lower utilization of its line of credit.
The Company's draft during the first quarter was $70,466, a increase of $98,813
over the same period last year.
Liquidity and Capital Resources
Cash and cash equivalents during the first quarter ended January 31, 1998
decreased by $68,933. This was caused by the net loss ($2,000) and an increase
in inventory.
The Company has a working capital deficit of $153,316 at January 31, 1998 from a
surplus of $132,578 at October 31, 1997. The Company's current cash position has
led to tighter credit terms with some of its vendors. The Company's focus on one
line of business appears to be adding to greater production efficiency which is
expected to improve cash flow over the next several quarters
It is anticipated that additional working capital may be required in order to
efficiently execute the Company's work in progress and backlog. The Company's
weakened financial condition has, in turn, led to tighter credit terms with
certain vendors and has therefore further strained the Company's working
capital.
In light of the Company's backlog at January 31, 1998, its projected cash flow
from operations and the market for capital equipment, it is anticipated that the
Company will be dependent on increased sales, higher profit margins and/or
further infusions of capital in order to sustain its operations.
17
<PAGE>
If it becomes likely that the Company is unable to meet its scheduled interest
and principal payments on its debt securities, the Company may need to examine
the restructuring of these instruments or the sale of certain assets to satisfy
all or a portion of these outstanding liabilities.
In December 1997, the Company appointed Steve Davis as interim President and
CEO. Mr. Davis has a strong metal manufacturing background and is expected to
lead the Company in its focus on steel body production. The Board is in the
process of performing an executive search to locate a permanent President and
CEO.
PART II OTHER INFORMATION
NONE
18
<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
19
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> JAN-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 1,097,009
<ALLOWANCES> 314,289
<INVENTORY> 773,720
<CURRENT-ASSETS> 1,909,194
<PP&E> 3,547,437
<DEPRECIATION> 2,177,533
<TOTAL-ASSETS> 3,390,093
<CURRENT-LIABILITIES> 2,062,510
<BONDS> 1,185,821
0
0
<COMMON> 141,762
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,390,093
<SALES> 1,698,342
<TOTAL-REVENUES> 1,698,342
<CGS> 1,180,314
<TOTAL-COSTS> 424,276
<OTHER-EXPENSES> 25,286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,261
<INCOME-PRETAX> 68,466
<INCOME-TAX> 0
<INCOME-CONTINUING> 68,466
<DISCONTINUED> 2,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70,466
<EPS-BASIC> 0.00
<EPS-DILUTED> 0
</TABLE>
