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, 2000
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 CORPORATION
(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 X NO
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, 2000
$.0001 par value 17,588,348 shares
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
INDEX
PAGE(s)
------
PART I - CONSOLIDATED FINANCIAL STATEMENTS:
Review by Independent Accountants 3
Consolidated Balance Sheets -
January 31, 2000 and October 31, 1999. 4
Consolidated Statements of Operations -
Three Months Ended
January 31, 2000 and 1999 5
Consolidated Statements of Cash Flows -
Three Months Ended January 31,
2000 and 1999 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION: 12
2
<PAGE>
Review by Independent Accountants
The consolidated statement of financial position as of January 31, 2000, the
consolidated statements of operations for the three-month period ended January
31, 2000 and 1999, and the consolidated statements of cash flows for the
three-month period ended January 31, 2000 and 1999, have been reviewed by the
registrant's independent accountants, Linton, Shafer & Company, P.A., whose
report covering their review of the financial statements follows.
Independent Accountants' Report
Board of Directors
Danzer Corporation
We have reviewed the accompanying condensed consolidated balance sheets of
Danzer Corporation and Subsidiary as of January 31, 2000, and the related
condensed consolidated statements of operations and cash flows for the
three-month periods ended January 31, 2000 and 1999. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of the Company as of October 31,
1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated January 13, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated statement of financial position as of
October 31, 1999, is fairly stated, in all material respects, in relation to the
consolidated statement of financial position from which it has been derived.
/s/ Linton, Shafer & Company, P.A.
March 14, 2000
Frederick, Maryland
3
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
2000 1999
---------------- ----------------
( Unaudited ) ( Audited )
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ -0- $ -0-
Accounts receivable, less allowance for doubtful
accounts of $80,538 and $75,000 respectively 749,478 828,812
Inventories 861,523 594,698
Prepaid expenses and other 22,476 52,240
------------ ------------
Total current assets $1,633,477 $1,475,750
------------ ------------
PROPERTY, PLANT AND EQUIPMENT 3,970,300 3,941,593
Less - accumulated depreciation and amortization ( 2,340,771 ) ( 2,277,521 )
------------ ------------
Total property, plant and equipment, net 1,629,529 1,664,072
------------ ------------
OTHER ASSETS
Other, net 89,563 41,170
Morrison License 110,004 120,004
------- -------
Other Total Assets 199,567 161,174
TOTAL ASSETS $ 3,462,573 $ 3,300,996
=========== =============
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C> <C>
Current portion of long-term debt $ 584,044 $ 859,278
Accounts payable 580,233 390,903
Accrued salaries and wages 84,884 173,481
Accrued expenses, other 273,266 254,042
----------- -------
Total current liabilities 1,522,427 1,677,704
LONG-TERM DEBT, net of current portion 1,371,946 908,725
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIENCY) 568,200 714,567
----------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,462,573 $ 3,300,996
=========== ===========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
4
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED JANUARY 31,
------------------------------
2000 1999
------------- ------------
NET SALES $ 1,202,726 $1,678,451
COST OF GOODS SOLD 1,011,900 1,223,109
------------- ---------
GROSS PROFIT 190,826 455,342
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 305,304 348,328
------------- ----------
GAIN (LOSS) OPERATIONS $ (114,478) $ 107,014
------------- ----------
INTEREST EXPENSE, NET 40,225 53,628
OTHER (INCOME) Expense ( 8,336 ) ( 20,754 )
------------- ----------
NET GAIN (LOSS) $ (146,368) $ 74,140
============= ===========
PER COMMON SHARE DATA:
GAIN (LOSS) PER SHARE $ ( .00) $ .00
============= ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 17,588,348 15,870,272
============ ==========
The accompanying notes are an integral part
of the consolidated financial statements
5
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
--------------------------------
2000 1999
------------- ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net (Loss) income $ ( 146,368 ) $ 74,140
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 75,750 71,400
Write-off of deferred financing fees -0- -0-
Net (increase) decrease in non-cash current assets:
Accounts receivable 73,796 413,300
Inventories ( 266,825 ) ( 27,710 )
Prepaid expenses and other 15,362 ( 1,300 )
Provision for bad debt 5,538 12,600
Net increase (decrease) in non-debt current liabilities:
Accounts payable 189,331 ( 321,070 )
Accrued commissions, salaries and wages ( 74,633 ) ( 1,051 )
Accrued expenses, other 5,261 95,527
(Increase) decrease in other assets, net ( 10,491) 12,834
------ ------
Net cash provided by (used in) operating activities ( 133,279 ) 358,032
------------ ---------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 28,707 ) ( 15,872 )
Proceeds from sale of equipment -0- -0-
------------ ---------
Net cash used in investing activities ( 28,707 ) ( 15,872 )
FINANCING ACTIVITIES:
Deferred financing costs ( 26,000 )
Net borrowings (repayments) under revolving loan agreement 140,696 ( 290,499 )
Payments of long-term debt ( 552,710 ) ( 51,661 )
Proceeds from issuance of long term debt 600,000 -0-
------------ ------------
Net cash provided by (used in) financing activities 161,986 ( 342,160 )
------------ -------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS -0- -0-
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -0- -0-
-------------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -0- $ -0-
==================== ==========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
6
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 31,
-------------------------------
2000 1999
------------ -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
<S> <C> <C>
Cash paid for -
Interest $ 40,225 $ 53,628
============ ===========
Income taxes $ -0- $ -0-
============ ===========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
7
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
PART I.
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Description of Business
Danzer Corporation (the "Company") was incorporated on October 6, 1987.
Effective August 1, 1988, Danzer Corporation 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
Danzer Corp., 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
Danzer Corporation and its wholly owned subsidiary. 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, 1999. In connection with reviewing this
document, the reader should read the audit and accompanying footnotes set forth
in the Company's 10-K for the fiscal year ended October 31, 1999. The figures as
of January 31, 2000 and January 31, 1999 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.
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,
2000 1999
Raw materials 468,971 364,397
Work-in-process 177,319 39,548
Finished goods 215,233 190,753
------- -------
861,523 594,698
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
8
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
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
----------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Elevator Manufacturer -0- -0- 4% 13% 10%
Truck Body Manufacturer 48 % 63% 55% 41% 29%
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.
NOTE 2. FINANCING ARRANGEMENTS
On January 21, 2000 Danzer closed on a financing arrangements with Banc
of America Commercial Finance Corporation ("BACFC). As part of this financing
arrangements, BACFC extended a $600,000 term loan secured by its land and
building with terms of the loan calling for monthly installments due over 7
years with interest calculated at BACFC's prime rate plus 2.25%. Additionally
BACFC is providing a revolving line of credit up to $1.15 million secured by
accounts receivable and inventory. BACFS and Danzer have agreed upon advance
rates, annual fees, audit fees, covenants and other terms customary with this
type of financing. Danzer used proceeds from these loans to repay certain
indebtedness.
To provide additional availability under the BACFC revolving loan,
Danzer entered into an agreement with Duncan-Smith Investments, Inc.
(Duncan-Smith) whereby Duncan-Smith pledged a $150,000 certificate of deposit to
provide additional availability to Danzer. Under terms of this agreement Danzer
paid Duncan-Smith an origination fee of $7,500 and on a quarterly basis will pay
a fee to Duncan-Smith if the Company utilizes this excess availability. Goodhue
W. Smith is a principal in Duncan-Smith and is Chairman of the Board of the
Company.
9
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
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.
Results of Operations
Three Months Ended January 31, 2000 vs. January 31, 1999
For the quarter ended January 31, 2000 the Company reported sales of
$1,202,726 versus sales of $1,678,451 for the quarter ended January 31, 1999.
This decline of $475,725 was the result of a $682,981 decline in OEM truck body
sales offset by $207,255 increase in Morrison Service bodies sales. OEM sales
declined because of the completions of the contract in mid November versus mid
January of the prior year contract. The new contract has been received earlier
this year and shipments began in mid January versus mid May of the prior year.
This will improve the second quarter revenue over the same quarter in fiscal
1999. Morrison sales increased due to continued market growth plus improving
market penetration. In relationship to the plan, the revenues were off because
of a lost day of production due to weather conditions at its manufacturing plant
plus certain sales, which were not shipped because of credit holds placed on
certain of its customers.
Gross profit for the quarter ending January 31,2000 was $190,826
representing a drop of $246,516 from the $455,342 gross profit realized in the
quarter ending January 31, 1999. This decline in gross profits was a result of a
product mix change to higher Morrison sales than OEM sales plus heavier Morrison
discounting and higher product costs due to labor inefficiencies in the plant.
Danzer has not been discounting as much and has announced a modest price
increase on all shipments after March 31, 2000.
The Company's selling general and administrative expenses declined
$43,025 to $305,303 in the January 31,2000 quarter versus $348,328 in the
January 31, 1999 quarter. The primary reasons for this decline are
Administrative expenses are down $56,000 due to lower management fees, lower bad
debt expense, lower accounting fees, lower salaries, and lower misc. exp.
Management fees are lower due to the expiration of the Snyder Capital agreement.
Bad Debt expense is lower due to the improving credit approval process and
collection methods. Lower accounting fees are the result of a change in CPA
firms. Salaries are lower due to reduced headcount. Higher selling expenses
offset these savings. Selling salaries were unfavorable because of higher
Morrison revenues and changes the Company made to the commission plan.
Advertising expense is also higher due to a planned process to update Morrison
literature.
10
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
Three Months Ended January 31, 1999 vs. January 31, 1998
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.
11
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
Liquidity and Capital Resources
Cash flow from operations decreased in fiscal quarter January 31, 2000
to a negative $159,279 versus a positive $358,032 in fiscal quarter January 31,
1999. This reduction was the result of the operating loss, lower accounts
receivable, lower accrued expenses and higher inventories offset by higher
accounts payable The lower accounts receivable balance was due to lower quarter
sales and improved collections. Accrued expenses were lower due to larger legal
and accounting fees plus the Morrison buyout agreement was in the prior year's
expenses. Higher inventories were required to support the higher backlog of
Morrison products plus the earlier production of OEM sales than prior year.
Higher payables were the result of higher purchases and continued improvements
made in the managing of the payments.
During the three-month period ending January 31, 2000 the Company
increased its working capital position. At the end of the October 31, 1999, the
Company had a deficiency of $201,954. Working capital has increased to a
positive $111,050 at January 31, 2000. The primary reasons for the change were
an increase in current assets generated by an increase in inventory and a
decrease in current liabilities generated from lower current portion of
long-term debt and accrued salaries.
Investing activities utilized $28,707 in cash for fiscal quarter
January 31, 2000. Capital expenditures were made to purchase a new air
compressor due to the failure and expense to repair the old air compressor.
Effective January 21, 2000, the Company and Banc of America Commercial
Finance Corporation ("BOACFC") entered into a loan agreement whereby BOACFC
agreed to lend the Company $600,000 pursuant to a 7 year term loan and arrange a
$1.15 million working capital credit facility (the "BOACFC Loan"). Upon closing,
the BOACFC Loan replaced the Company's facility with Finova and paid off the
Duncan Smith Company Note in full. The note with Renaissance remains outstanding
and is in default. Renaissance has waived its rights to utilize default remedies
on a limited basis through February 29, 2000, and Management intends to repay
the Renaissance indebtedness in full using the proceeds of the BOACFC Loan.
In light of the Company's backlog at January 31, 2000, its projected
cash flow from operations, the market for the Company's products, its reliance
on a single customer for over 60% of its sales, and the amount of debt on the
balance sheet, it is anticipated that the Company may need increased sales, an
increase in its profit margin and/or an infusion of capital in order to sustain
its operations. The Company's ability to meet certain interest and principal
payments, as well as its working capital needs to execute its backlog and
generate sales volume during fiscal 2000, will be dependent upon the success of
the Company's efforts to increase sales volume and attain profitability on new
product lines.
12
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2000
PART II OTHER INFORMATION
NONE
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.
DANZER CORPORATION
(Registrant)
Date: March _____,2000 /S/ Terry Moore
------------------------------
Terry Moore, Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 749,478
<ALLOWANCES> 80,538
<INVENTORY> 861,523
<CURRENT-ASSETS> 1,633,477
<PP&E> 3,970,300
<DEPRECIATION> 2,340,771
<TOTAL-ASSETS> 3,462,573
<CURRENT-LIABILITIES> 1,522,427
<BONDS> 1,371,946
0
0
<COMMON> 568,200
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,462,573
<SALES> 1,202,726
<TOTAL-REVENUES> 1,202,726
<CGS> 1,011,900
<TOTAL-COSTS> 305,304
<OTHER-EXPENSES> 8,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40,225
<INCOME-PRETAX> (146,368)
<INCOME-TAX> 0
<INCOME-CONTINUING> (146,368)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (146,368)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0
</TABLE>
