SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 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 April 30, 2000
$.0001 par value 17,738,348 shares
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DANZER CORPORATION AND SUBSIDIARY
INDEX
PAGE(s)
------
PART I - CONSOLIDATED FINANCIAL STATEMENTS:
Review by Independent accountants 3
Consolidated Balance Sheets - April 30, 2000
and October 31, 1999. 4
Consolidated Statements of Operations - 5
Three Months and Six
Months Ended April 30, 2000 and 1999
Consolidated Statements of Cash Flows - 6
Three Months Ended April 30,
2000 and 1999
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II - OTHER INFORMATION: 13
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Review by Independent Accountants
The consolidated statement of financial position as of April 30, 2000, the
consolidated statements of operations for the three-month and six-month periods
ended April 30, 2000 and 1999, and the consolidated statements of cash flows for
the six-month period ended April 30, 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 April 30, 2000, and the related
condensed consolidated statement of operations for the three-month and six-month
periods ended April 30, 2000 and the consolidated statement of cash flows for
the six-month period ended April 30, 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.
May 19, 2000
Frederick, Maryland
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DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
APRIL 30, OCTOBER 31,
2000 1999
---------------- --------------------
( Unaudited ) ( Audited )
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 96,260 -0-
Accounts receivable, less allowance for doubtful
accounts of $82,723 and $75,000 respectively 1,231,875 828,812
Inventories 744,494 594,698
Prepaid expenses and other 26,121 52,240
---------- ------
Total current assets 2,098,750 1,475,750
---------- ---------
PROPERTY, PLANT AND EQUIPMENT 4,021,406 3,941,593
Less - accumulated depreciation and amortization ( 2,404,021 ) ( 2,277,521 )
Total property, plant and equipment, net 1,617,385 1,644,072
--------- ---------
OTHER ASSETS
Other, net 87,944 41,170
Morrison License 100,004 120,004
--------- -------
Other Total Assets 187,948 161,174
TOTAL ASSETS $ 3,904,083 $ 3,300,996
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 578,372 $ 859,278
Accounts payable 650,335 390,903
Accrued salaries and wages 165,689 173,481
Accrued expenses, other 232,135 254,042
---------- -------
Total current liabilities 1,626,531 1,677,704
LONG-TERM DEBT, net of current portion 1,619,819 908,725
--------- ---------
STOCKHOLDERS' EQUITY 657,733 714,567
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,904,083 $ 3,300,996
================ ===========
</TABLE>
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DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30, SIX MONTHS ENDED APRIL 30,
---------------------------------- ------------------------------------------
2000 1999 2000 1999
-------------- ------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
NET SALES $ 2,284,021 $ 987,857 $ 3,486,747 $ 2,666,308
COST OF GOODS SOLD 1, 807,279 841,193 2,819,179 2,064,302
---------- --------- ------------ ---------
GROSS PROFIT 476,742 146,664 667,568 602,006
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 350,640 318,998 655,944 667,326
-------------- -------- -------- ---------
INCOME (LOSS) FROM OPERATIONS 126,102 ( 172,334 ) 11,624 ( 65,320 )
-------------- ------- ------------ ----------------
INTEREST EXPENSE, NET ( 51,875 ) ( 58,560 ) ( 92,100 ) ( 112,188 )
OTHER INCOME NET 7,805 12,555 16,141 33,309
-------------- ----------- ------------ --------
NET INCOME (LOSS) 82,032 ( 218,339 ) ( 64,335 ) ( 144,199 )
PER COMMON SHARE DATA:
NET INCOME (LOSS) per SHARE $ .00 . 01 ( $ .00 ) ( $ .01 )
============== ============ ============= ============
WEIGHTED AVERAGE
SHARES OUTSTANDING 17,738,348 16,428,711 17,738,348 16,149,492
=========== ========== =============== ============
</TABLE>
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DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED APRIL 30,
-------------------------------
2000 1999
---------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) income ($ 64,335 ) ($ 144,199)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 161,150 142,800
Net (increase) decrease in non-cash current assets:
Accounts receivable ( 403,063 ) 424,699
Inventories ( 149,796 ) ( 221,923 )
Prepaid expenses and other 24,217 22,242
Provision for bad debt 11,423 25,200
Net increase (decrease) in non-debt current liabilities:
Accounts payable 249,269 ( 256,290 )
Accrued commissions, salaries and wages 6,172 14,621
Accrued expenses, other ( 25,706 ) 86,481
(Increase) decrease in other assets, net 47,752 25,668
---------- ---------
Net cash provided by (used in) operating activities ( 142,917 ) 119,299
--------- ---------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 79,814 ) ( 22,688 )
Proceeds from sale of equipment -0- -0-
--------- -----------
Net cash used in investing activities ( 79,814 ) ( 22,688 )
FINANCING ACTIVITIES:
Deferred Financing Fees ( 72,624 ) -0-
Net borrowings (repayments) under revolving loan agreement 437,276 10,551
Payments of long-term debt ( 645,661 ) ( 132,162 )
Proceeds from issuance of long term debt 600,000 25,000
---------- -----------
Net cash provided by (used in) financing activities 318,991 ( 96,611 )
-------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS 96,260 -0-
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -0- -0-
------------ ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 96,260 $ -0-
============ ===========
</TABLE>
<PAGE>
DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED APRIL 30,
-----------------------------------------
2000 1999
---------------- -----------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 92,100 $ 112,188
=============== =================
Income taxes $ - $ -
=============== =================
</TABLE>
<PAGE>
DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2000
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, 1998, 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., that is principally engaged in the design and 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. 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 31,1999 and incorporates by reference those filings. The
reader should read the audit and accompanying footnotes in conjunction with this
document. The figures as of April 30, 2000 and April 30, 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:
April 30, October 31,
2000 1999
----- ----
Raw materials $ 505,663 $ 364,397
Work-in-process 75,335 39,548
Finished goods 163,496 190,753
--------- ---------
Total $ 744,494 $ 594,698
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
<PAGE>
DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2000
NOTE . 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 that represent 10% or more of
consolidated net sales (from continuing operations):
TOTAL PERCENTAGE OF NET SALES
YEAR ENDED OCTOBER 31
April 30 --------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Elevator Manufacturer -0- -0- 4% 13% 10%
Truck Body Manufacturer 54% 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 arrangement 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 terms of the loan call 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 receivables 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
extended 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 organization 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. Through April 30, 2000 the Company has made only limited use of this
facility. At April 30, 2000 the Company had $ 116,000 of available under the
line of credit exclusive of the Duncan-Smith amount.
DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2000
Note 3 Management's discussion and analysis of financial condition and
Results of Operations
Results of Operations
Three Months
For the quarter ended April 30, 2000 the Company reported sales of
$2,284,021 versus sales of $987,857 for the quarter ended April 30, 1999. This
131.2% increase was primarily a result of an increase of $ 938,000 in shipments
to its largest customer. Last year Danzer shipped only $ 360,000 to this
customer in the quarter ending April 30, 2000.
Gross profits for the quarter ending April 30, 2000 were $476,742 versus
gross profits of $146,664 in the quarter ending April 30, 1999. The increase is
primarily due to the increase in revenue that allowed the manufacturing costs to
be spread over more units. The gross profit margin for the three months ending
April 30, 2000 was 20.9%. Even with this improvement, management of Danzer
believes this gross profit margin to be below acceptable levels and is reviewing
all aspects of the manufacturing cycle to identify potential savings.
Selling, general and administrative expenses for the quarter ending April
30, 2000 totaled $350,640 versus $318,998 for the quarter ending April 30, 1999.
Of this $31,642 increase, $25,000 is attributable to higher selling expenses. A
portion of this higher selling expense is a result of charges to the Company
made to the commission plan for the Morrison product line. Travel and
Entertainment expenses increased due to the President making numerous sales
trips during the period. The Company also replaced the salesman in one of three
territories causing a small amount of additional expense.
Interest expense for the three months ending April 30, 2000 was $51,875 of
$6,685 lower than for the comparable six months in 1999. This reduction is a
result of a lower interest rate due to the change in lender that occurred
January 2000. This trend is expected to continue for this fiscal year.
For the quarter ending April 30, 2000 the Company earned $82,032 versus a
$218,329 loss for the quarter ending April 30, 1999.
Six Months
For the six months ended April 30, 2000 Danzer realized revenues of
$3,486,747 versus $2,666,308 in revenues for the six months ending April 30,
1999. Of this $ 820,439 increase $ 290,000 were OEM sales and $ 530,000 were
sales of the Morrison line. The Company implemented a small price increase for
its Morrison line. The Company did not increase prices on its OEM service bodies
but did begin manufacturing other items for OEM that contributed to overall
revenues.
DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2000
Note 3 Management's discussion and analysis of financial condition and
Results of Operations (Continued)
While gross profits increased from $602,006 in the April 30, 1999 quarter
to $667,568 in the April 30, 2000 quarter, the gross profit margins were lower
19.1% versus 22.6%. This decrease is attributed mostly to the change in the mix
of products sold, higher Morrison. The Company also had a contractual labor rate
increase in February 2000.
Selling, general and administrative expenses for the April 30, 2000 quarter
were $655,949 versus $667,326 in the quarter ending April 30, 1999. While this
is a small decrease, there were changes in sales commission (an increase of $
14,000 ), consulting fees (a decrease of $ 9,000 ) bad debt expense ( a decrease
of $ 14,000 ), accounting expense ( a decrease of $ 12,000 ) along with other
minor variations. Interest expense for the quarter ending April 30, 2000 was
$20,088 lower than in the same quarter of the prior year with a total expense of
$92,100.
For the six months ending April 30, 2000 the Company reported a loss of $
64,335 versus a loss of $144,199 in the quarter ending April 30, 1999.
Liquidity and Capital Resource
Cash flow from operations decreased in fiscal quarter April 30, 2000 to a
negative $142,917 versus a positive $119,299 in fiscal quarter April 30, 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 April 30, 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 $472,219 at
April 30, 2000. The primary reasons for the change were an increase in current
assets generated by an increase in accounts receivable plus inventory.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30
Note 3 Management's discussion and analysis of financial condition and
Results of Operations (Continued)
Investing activities utilized $79,814 in cash for fiscal quarter April 30, 2000.
Capital expenditures were made to purchase a new air compressor due to the
failure and expense to repair the old air compressor. The Company invested in
new CAD software.
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.
In light of the Company's backlog at April 30, 2000, its projected cash flow
from operations, the market for the Company's products, its reliance on a single
customer for over 50% 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.
<PAGE>
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30
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.
DAZNER CORPORATION
(Registrant)
Date: June 13,2000 /S/ Terry Moore
------------------------------
Terry Moore, Chief Financial Officer
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