<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1999
Commission file number: 33-20323
GlobeNet International I, Inc.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2224643
(State of Incorporation) (IRS Employer ID No.)
2301 Crown Court, Irving, Texas 75038
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-893-4000
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 Act of 1934 during the past
12 months and (2) has been subject to such filing requirements for the past 90
days.
X YES NO
----- -----
Shares of common stock outstanding at June 30, 1999:
13,862,205
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page Number
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of June 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of
Operations for the quarters ended June 30, 1999
and 1998 4
Condensed Consolidated Statements of
Operations for the six months ended June 30,
1999 and 1998 5
Condensed Consolidated Statements of
Cash Flows for the six months ended June 30, 1999
and 1998 6
Notes to Condensed Consolidated Financial
Statements 7-11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 12-16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16-17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security
Holders 17
Item 5. Other Information 17
</TABLE>
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,151,576 $ 382,409
Accounts receivable 456,003 439,501
Inventories 2,792,200 2,668,407
Deferred tax asset 121,169 121,169
Prepaids and other 149,105 138,201
------------ ------------
Total current assets 4,670,053 3,749,687
Property & equipment, net 1,709,753 1,275,508
Goodwill, net 2,598,959 2,680,974
Other assets 209,263 217,728
------------ ------------
$ 9,188,028 $ 7,923,897
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 446,569 $ 494,145
Notes payable 8,557 51,589
Accounts payable 936,567 852,888
Accrued liabilities 2,523,049 1,667,944
Payable - related parties 100,000 100,000
------------ ------------
Total current liabilities 4,014,742 3,166,566
Long term debt, net of current portion 395,281 510,782
Shareholders' equity:
Common stock, $0.001 par value;
50,000,000 shares authorized;
13,862,205 and 13,862,205 shares
issued and outstanding, respectively 13,862 13,862
Paid in capital 12,106,870 12,106,872
Accumulated deficit (7,345,957) (7,868,733)
Cumulative translation adjustment 3,230 (5,452)
------------ ------------
4,778,005 4,246,549
------------ ------------
$ 9,188,028 $ 7,923,897
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE> 4
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarter Ended June 30,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Sales $ 8,450,346 $ 6,641,100
Cost of goods sold 2,010,554 1,680,736
------------ ------------
Gross margin 6,439,792 4,960,364
Operating expenses
Distributor commissions 3,523,851 2,647,254
Selling, general and administrative 2,576,078 2,152,325
------------ ------------
Total operating expenses 6,099,929 4,799,579
------------ ------------
Income (loss) before income taxes 339,863 160,785
Provision for income taxes 101,000 --
------------ ------------
Income (loss) from continuing operations 238,863 160,785
(Loss) from discontinued operations -- (103,125)
------------ ------------
Net income (loss) $ 238,863 $ 57,660
============ ============
Income (loss) per share:
Income (loss) from continuing operations per share $ 0.02 $ 0.01
Income (loss) from discontinued operations per share -- (0.01)
------------ ------------
Net income (loss) per share $ 0.02 $ --
============ ============
Weighted average common shares outstanding 13,862,205 13,593,397
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 5
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Sales $ 16,591,666 $ 11,299,871
Cost of goods sold 3,975,986 2,946,599
------------ ------------
Gross margin 12,615,680 8,353,272
Operating expenses
Distributor commissions 6,972,337 4,411,252
Selling, general and administrative 4,898,567 3,940,945
------------ ------------
Total operating expenses 11,870,904 8,352,197
------------ ------------
Income (loss) before income taxes 744,776 1,075
Provision for income taxes 222,000 --
------------ ------------
Income (loss) from continuing operations 522,776 1,075
(Loss) from discontinued operations -- (149,283)
------------ ------------
Net income (loss) $ 522,776 $ (148,208)
============ ============
Income (loss) per share:
Income (loss) from continuing operations per share $ 0.04 $ --
Income (loss) from discontinued operations per share -- (0.01)
------------ ------------
Net income (loss) per share $ 0.04 $ (0.01)
============ ============
Weighted average common shares outstanding 13,862,205 13,565,188
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 6
GLOBENET INTERNATIONAL I, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) 522,776 (148,208)
Add loss from discontinued operations $ -- $ 149,283
------------ ------------
Income (loss) from continuing operations 522,776 1,075
Adjustment for non-cash items:
Depreciation and amortization 217,797 164,800
(Increase) decrease in accounts receivable (16,135) (189,010)
(Increase) decrease in inventory (95,020) (603,174)
(Increase) decrease in prepaids and other (8,649) (83,585)
(Increase) decrease in other assets 8,466 (52,386)
Increase (decrease) in accounts payable
and accrued expenses 877,642 1,503,037
Increase (decrease) in notes payable -- (47,307)
------------ ------------
Cash flows from continuing operations 1,506,877 693,450
Cash flows from discontinued operations -- (312,518)
------------ ------------
Total cash provided by (used for) operating activities 1,506,877 380,932
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment (417,780) (171,889)
Investing activities of discontinued operations -- 38,584
------------ ------------
Total cash provided by (used for) investing activities (417,780) (133,305)
------------ ------------
Cash flows from financing activities:
Proceeds from private placement -- 237,500
Payments of long term debt and capital leases (314,020) (41,188)
------------ ------------
Total cash provided by (used for) financing activities (314,020) 196,312
------------ ------------
Effect of exchange rate changes on cash flows (5,910) 814
------------ ------------
Net increase (decrease) in cash 769,167 444,753
Cash, beginning of period 382,409 10,405
------------ ------------
Cash, end of period $ 1,151,576 $ 455,158
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-6-
<PAGE> 7
GLOBENET INTERNATIONAL I, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
The accompanying condensed consolidated financial statements were prepared by
management without audit. These financial statements have not been examined by
independent public accountants. Management believes that these financial
statements present fairly, in all material respects, the information set forth
therein. However, certain disclosures required by generally accepted accounting
principles have been omitted or condensed. These financial statements should be
read in conjunction with the Company's Form 10-K for the year ended December 31,
1998.
NOTE 2 - BUSINESS HISTORY:
HISTORY - The Company was organized February 12, 1988 as Jason Ray Corporation
("JRC") for the purpose of combining with other businesses. In April 1988, JRC
filed an initial public offering registration statement on Form S-1 with the
Securities and Exchange Commission ("SEC"). JRC changed its name to Seven Oaks
Farms, Ltd. ("Seven Oaks") on July 1, 1988. From May 1991 until October 1995
Seven Oaks was a dormant entity, conducting no business activities. Effective
November 1, 1995 Seven Oaks merged with Mighty Power, Inc. ("MPI"). The merger,
a purchase under Accounting Principles Board Opinion 16, was accounted for as a
reverse merger with MPI being the acquirer. Seven Oaks then changed its name to
Mighty Power USA, Inc. ("Mighty Power").
Effective April 1, 1997, Mighty Power merged with GlobeNet Inc. ("Globenet")
(the "Merger"). In connection with the Merger, Mighty Power effected a one for
seven reverse stock split (all share figures have been adjusted to reflect this
reverse split). Mighty Power then issued 7,886,415 new shares to the
shareholders of GlobeNet in exchange for 100% of the outstanding stock of
GlobeNet. In addition, under the terms of the Merger agreement, certain
shareholders of Mighty Power transferred an additional 2,541,427 shares of
common stock to the GlobeNet shareholders. As a result, the shareholders of
GlobeNet obtained 86% of the then outstanding common stock of Mighty Power. In
connection with these transactions, Mighty Power changed its name to GlobeNet
International I, Inc. ("GNI").
The Merger, a purchase under Accounting Principles Board Opinion 16, has been
accounted for as a reverse merger with GlobeNet being the acquirer. Therefore,
GlobeNet's historical financial statements are now the Company's historical
financial statements.
Concurrent with the Merger, an affiliate of Mighty Power, Great Xpectations
Marketing, Inc.("GXI"), acquired all the assets and liabilities of two other
affiliates of Mighty Power for $100,000 in notes payable. The Company then
purchased all the outstanding common stock of GXI for an additional $100,000
note payable. These transactions were also accounted for as purchases.
-7-
<PAGE> 8
OPERATIONS - The Company is engaged in the marketing of nutritional supplements
and personal care products. The Company operates its business through the Royal
BodyCare Division, which represents the separate business strategies and product
lines of GlobeNet preceding the Merger described above. The operations conducted
by Mighty Power and its affiliates prior to the Merger are presently conducted
by GXI. As described in Note 3, in June 1998, the Company announced plans to
spin off GXI to the Company's shareholders. As a result, the operations of GXI
are classified in the accompanying financial statements as discontinued
operations.
GlobeNet was incorporated in Texas in June 1995 by Clinton H. Howard, to serve
as a holding company for certain companies affiliated with Mr. Howard. In July
1995, all of the outstanding capital stock of these affiliated companies was
contributed to GlobeNet by Mr. Howard and his immediate family.
GNI's principle U.S. marketing operations are conducted through Royal BodyCare,
Inc. ("RBC-US"), formed by Mr. Howard in 1991. In 1992 Mr. Howard formed Royal
BodyCare, Inc. (Canada) ("RBC-Canada") to market products in Canada through a
network of independent distributors. RBC-Canada owns all of the outstanding
stock of Pure Life International Products, Inc. ("Pure Life") which it purchased
in 1992. Pure Life has been in business since 1982.
In 1995, the Company entered into separate agreements to license the exclusive
rights to sell its products in Indonesia and Sweden through office/warehouse
facilities owned and operated by third parties in the respective countries.
Since 1995, the Company has entered into five similar arrangements with a third
party licensees to market the Company's products internationally. Under these
agreements distributors in these countries are compensated according to the same
compensation plan as that is used for the Royal BodyCare Division independent
distributors.
NOTE 3 - GXI SPIN-OFF:
In June 1998, the Company announced plans to spin off GXI to the Company's
shareholders. The spin-off was accomplished through the issuance of one share of
GXI for each two shares of the Company to shareholders of record of the Company
as of June 5, 1998. For accounting purposes, this spin-off was effective at the
close of business on June 30, 1998. The Company is in process of registering the
GXI shares for trading with the SEC. The Company has classified the operations
of GXI as discontinued operations in the accompanying financial statements.
NOTE 4 - EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share ("EPS") are calculated in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS 128"). Basic
EPS is computed by dividing income (loss) available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted EPS is not presented since it would be anti-dilutive or not represent a
material change.
-8-
<PAGE> 9
NOTE 5 - INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Finished goods $ 1,518,886 $ 1,577,022
Packaging materials and other 1,273,314 1,091,385
------------ ------------
$ 2,792,200 $ 2,668,407
============ ============
</TABLE>
NOTE 6 - PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Furniture and fixtures $ 2,313,978 $ 1,789,503
Warehouse equipment 267,926 236,950
Leasehold improvements 102,837 87,181
------------ ------------
2,684,741 2,113,634
Less - accumulated depreciation (974,988) (838,126)
------------ ------------
$ 1,709,753 $ 1,275,508
============ ============
</TABLE>
NOTE 7 - GOODWILL:
Goodwill was recorded in connection with the acquisition of Pure Life in 1992
and Light Force, Inc. ("Light Force") in June 1996 as follows:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- ----------------
<S> <C> <C>
Pure Life $ 843,622 $ 843,622
Light Force 2,378,727 2,378,727
------------ ------------
3,222,349 3,222,349
Less - accumulated amortization (623,390) (541,375)
------------ ------------
$ 2,598,959 $ 2,680,974
============ ============
</TABLE>
Goodwill is amortized over 20 years and is reviewed for impairment on an annual
basis.
NOTE 8 - ACCRUED LIABILITIES:
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Distributor commissions $ 1,638,111 $ 1,307,337
Sales and other taxes 476,303 150,215
Salaries 235,387 118,287
Interest 9,794 10,956
Other 163,454 81,149
------------ ------------
$ 2,523,049 $ 1,667,944
============ ============
</TABLE>
-9-
<PAGE> 10
NOTE 9 - LONG TERM DEBT:
Long term debt consists of the following:
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Notes payable - banks $ 81,214 $ 69,356
Convertible notes payable 274,000 508,000
Debentures 25,000 25,000
Capital leases 461,636 402,571
------------ ------------
841,850 1,004,927
Less - current portion (446,569) (494,145)
------------ ------------
$ 395,281 $ 510,782
============ ============
</TABLE>
Included in notes payable-banks are three notes assumed in connection with the
acquisition of Light Force in June 1996. These notes bear interest at prime plus
5% and are due in monthly payments aggregating $3,311 plus interest through
November 2000. One note was assumed at the time of the acquisition and two
additional notes were assumed in 1997 in lieu of a cash payment for commissions
payable.
Included in notes payable-banks is a note made in January 1995 by RBC-Canada
whereby it borrowed funds for a three-year term payable in monthly principal
installments of $600, plus interest, with interest calculated at prime plus
1.5%. Proceeds of this borrowing were used to purchase leasehold improvements at
RBC-Canada's office/warehouse facility in Vancouver, B.C.
In 1997, the Company sold convertible notes aggregating $730,000. The notes bear
interest at 10% payable quarterly, and are due two years from the date of
issuance. The notes are convertible into common stock of the Company at any time
prior to maturity at the option of the holder based on a per share conversion
price of $1.32. As of June 30, 1999, $247,000 of these notes had been converted
into shares of the Company's common stock and $234,000 had been repaid. The
maturity dates for notes aggregating $249,000 were extended one year from the
original maturity under the same terms as the original notes.
In 1994, RBC-US sold a $25,000 debenture, the proceeds of which were used for
working capital. The principal portion of this debenture is due upon maturity in
2002. Interest on the debenture is payable monthly at a rate of 15%.
Certain purchases of telephone and computer equipment by RBC-US have been
financed through capital leases. Such leases have terms ending in 2003 and have
various interest rates approximating 15%.
-10-
<PAGE> 11
NOTE 10 - SHAREHOLDERS' EQUITY:
In connection with private placements of its common stock in October 1997, June
1998 and July 1998, the Company issued to the purchasers five-year warrants to
purchase an aggregate of 1,216,931 shares of unregistered common stock of the
Company at an exercise price of $2.00 per share. The investors also received
certain registration rights covering the private placement and warrant shares
exercisable under certain circumstances described in the stock purchase
agreements.
In addition, the Company has granted, to employees and distributors, options to
purchase an additional 1,430,400 shares of common stock at exercise prices
ranging from $.812 to $2.40 through 2003. All options were issued at or above
market price at the time of issuance.
NOTE 11 - INCOME TAXES:
The Company has adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". This statement requires the use of an asset and
liability approach for the accounting and financial reporting of income taxes.
The Company files a consolidated tax return with its subsidiaries. Deferred
income taxes are the result of net operating loss carry forwards expected to be
fully utilized in 1999.
-11-
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Quarter Ended June 30, 1999 Compared with the Quarter Ended June 30, 1998
Sales for the quarter ended June 30, 1999 were $8,450,000 compared with same
quarter sales in the prior year of $6,641,000, an increase of $1,809,000 or 27%.
The increase in RBC sales was mainly the result of growth in RBC's independent
distributor base in the U. S. This growth in the distributor base was mainly
attributable to a successful direct mail campaign conducted mainly during the
fourth quarter of 1997 and the first two quarters of 1998 that centered on the
Company's leading product, Microhydrin(R). Microhydrin(R) is an antioxidant
product that was introduced by the Company in September 1997. It currently
accounts for approximately 33% of the Company's sales.
Cost of goods sold for the quarter ended June 30, 1999 was $2,011,000 compared
with same quarter cost of goods sold in the prior year of $1,681,000, an
increase of $330,000 or 20%. As a percentage of sales, cost of goods sold was
24% in the second quarter of 1999 compared with 25% in the second quarter of
1998. The improvement in the percentage of cost of goods sold was mainly
attributable to the change in product sales mix. Microhydrin(R) has a lower cost
of goods sold percentage than the average of the Company's other products. In
addition, the Company realized some improvement in gross margin due to increased
volumes.
Distributor commissions for the quarter ended June 30, 1999 were $3,524,000
compared with same quarter distributor commissions in the prior year of
$2,647,000, an increase of $877,000 or 33%. As a percentage of sales,
distributor commissions in the second quarter of 1999 were 42% compared with 40%
in the second quarter of 1998. The increase in distributor commissions as a
percentage of sales was primarily attributable to the change in product sales
mix. A higher percentage of commission is paid on Microhydrin(R) than the
average of the Company's other products. The increase in distributor commissions
in 1998 was also due to an increase in the percentage of the Company's
distributors who qualified to receive maximum commission percentages under the
distributor compensation plan.
Selling, general and administrative expenses ("S,G&A") for the quarter ended
June 30, 1999 were $2,576,000 compared with same quarter S,G&A in the prior year
of $2,152,000, an increase of $424,000 or 20%. As percentage of sales, S,G&A in
the second quarter of 1999 was 30% compared with 32% in the second quarter of
1998. The increase in G&A was due to increases in personnel and other expenses
required to support the additional distributors who have joined the Company and
related sales growth.
Income from continuing operations for the quarter ended June 30, 1999 was
$239,000, or $.02 per share, compared with a same quarter income from continuing
operations in the prior year of $161,000, or $.01 per share. The Company
recorded a provision for income taxes of $101,000 in the quarter ended June 30,
1999 since its net operating loss carry forwards are expected to be fully
utilized during 1999.
-12-
<PAGE> 13
Discontinued operations represent the operations of GXI. The loss from
discontinued operations for the quarter ended June 30, 1998 was $103,000, or
$.01 per share. This loss was due to a decline in GXI sales that was
attributable to a decline in GXI's distributor base.
Net income for the quarter ended June 30, 1999 was $239,000, or $.02 per share,
compared with same quarter net income in the prior year of $58,000, or $.00 per
share. This improvement was due to the factors described above.
Six Months Ended June 30, 1999 Compared with the Six Months Ended June 30, 1998
Sales for the six months ended June 30, 1999 were $16,592,000 compared with same
period sales in the prior year of $11,300,000, an increase of $5,292,000 or 47%.
The increase in RBC sales was mainly the result of growth in RBC's independent
distributor base in the U. S. This growth in the distributor base was mainly
attributable to a successful direct mail campaign conducted mainly during the
fourth quarter of 1997 and the first two quarters of 1998 that centered on the
Company's leading product, Microhydrin(R). Microhydrin(R) is an antioxidant
product that was introduced by the Company in September 1997. It currently
accounts for approximately 33% of the Company's sales.
Cost of goods sold for the six months ended June 30, 1999 was $3,976,000
compared with same period cost of goods sold in the prior year of $2,947,000, an
increase of $1,029,000 or 35%. As a percentage of sales, cost of goods sold was
24% in the first six months of 1999 compared with 26% in the first six months of
1998. The improvement in the percentage of cost of goods sold was mainly
attributable to the change in product sales mix. Microhydrin(R) has a lower cost
of goods sold percentage than the average of the Company's other products. In
addition, the Company realized some improvement in gross margin due to increased
volumes.
Distributor commissions for the six months ended June 30, 1999 were $6,972,000
compared with same period distributor commissions in the prior year of
$4,411,000, an increase of $2,561,000 or 58%. As a percentage of sales,
distributor commissions in the first six months of 1999 were 42% compared with
39% in the first six months of 1998. The increase in distributor commissions as
a percentage of sales was primarily attributable to the change in product sales
mix. A higher percentage of commission is paid on Microhydrin(R) than the
average of the Company's other products. The increase in distributor commissions
in 1998 was also due to an increase in the percentage of the Company's
distributors who qualified to receive maximum commission percentages under the
distributor compensation plan.
Selling, general and administrative expenses ("S,G&A") for the six months ended
June 30, 1999 were $4,899,000 compared with same period S,G&A in the prior year
of $3,941,000, an increase of $958,000 or 24%. As percentage of sales, S,G&A in
the first six months of 1999 was 30% compared with 35% in the first six months
of 1998. The increase in G&A was due to increases in personnel and other
expenses required to support the additional distributors who have joined the
Company and related sales growth.
-13-
<PAGE> 14
Income from continuing operations for the six months ended June 30, 1999 was
$523,000, or $.04 per share, compared with a same period income from continuing
operations in the prior year of $1,000, or $.00 per share. The Company recorded
a provision for income taxes of $222,000 in the six months ended June 30, 1999
since its net operating loss carry forwards are expected to be fully utilized
during 1999.
Discontinued operations represent the operations of GXI. The loss from
discontinued operations for the six months ended June 30, 1998 was $149,000, or
$.01 per share. This loss was due to a decline in GXI sales that was
attributable to a decline in GXI's distributor base.
Net income for the six months ended June 30, 1999 was $523,000, or $.04 per
share, compared with same period net loss in the prior year of $148,000, or $.01
per share. This improvement was due to the factors described above.
There have been no economic events or changes that have materially effected the
sales or operating results of the Company and the Company is not aware of any
economic trends or uncertainties that would have a material impact on future
sales or operating results. The Company believes that it has purchased its
products at the best price available and that any price increases in the
foreseeable future will be small. Any such price increases would be passed
through to the Company's customers. In addition, the Company does not believe at
this time that inflation will have a material impact on its operating results.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1999, the Company had a net increase in cash of
$769,000. This increase in cash resulted primarily from net cash provided by
operating activities of $1,507,000 that was partially offset by the net cash
used by investing and financing activities of $418,000 and $314,000,
respectively. The net cash used by investing activities represented purchases by
the Company of property and equipment. These purchases were related primarily to
the upgrade of the software used to manage its distributor network. This upgrade
will provide the Company with increased capacity to manage the growth of its
distributor network and enhance its capabilities to provide customer service and
market its products to its distributors. Cash used by financing activities
represented payment of long term debt, principally the repayment of convertible
notes as described in Note 9 to the Condensed Consolidated Financial Statements.
Consistent with industry practice, most of the Company's sales are paid at the
time of order. Therefore, the Company's primary working capital need is to fund
the increases in inventory necessary to support sales growth. Because the
Company's sales are generated through independent distributors who do not
maintain a significant inventory, it is necessary for the Company to have
products on hand when the distributors place their orders. During periods of
sales growth, the Company must purchase the inventory in anticipation of sales,
which creates the need for additional working capital.
-14-
<PAGE> 15
The Company believes that it will be able to fund further moderate sales
increases through its operations. Should sales growth increase beyond the
Company's ability to finance its growth internally, the Company will again seek
outside sources of capital including bank borrowings, other types of debt
financing or an equity offering. There is no assurance, however, that the
Company would be able to obtain any additional outside financing. The Company
presently has available to it $400,000 in credit lines of which less than
$10,000 was utilized as of June 30, 1999.
During the last half of 1999, the Company will require additional capital to
complete the upgrade of the software used to manage its distributor network
described above. The Company plans to finance the remainder of this upgrade
through cash flow from operations and existing credit lines. The Company has no
plans or requirements for any other significant capital expenditures during the
next twelve months.
Other than those factors already described, the Company is not aware of any
trends or uncertainties that would significantly effect its liquidity or capital
resources in the future.
YEAR 2000
In an effort to ensure the Company's information systems as well as all other
systems are Year 2000 ("Y2K") compliant, the Company is actively engaged in
assessing and correcting any potential problems. During 1998, the Company formed
a committee to review all systems and correct any potential problems. After an
initial review of all internal systems, the Company has determined that all
significant systems are currently Y2K compliant.
The Company anticipates that risks related to its information and
non-information systems will be mitigated by current efforts being made in
conjunction with ongoing testing and review of its systems. However, the primary
Y2K risk to the Company's operation is potential service disruption from
third-party providers. These services include but are not limited to providers
that supply telephone, electrical, banking, shipping and raw materials for the
Company's manufacturing operations. Any disruption of these critical services
would hinder the Company's ability to receive, process and ship orders. In the
event of a temporary disruption in the supply of raw materials, the Company
believes it currently maintains an adequate supply of finished goods and raw
material inventories to sustain manufacturing and distribution of finished
product until alternative sources become available. Although in the past, the
Company has been able to locate alternative sources, there can be no assurance
the Company will be successful in locating such sources in the future. The
Company also believes that a temporary disruption of communication services
would seriously impact the Company's ability to receive and process orders.
Efforts are currently underway to verify Y2K compliance of the Company's major
service providers.
Notwithstanding the foregoing, there can be no assurance that the Company will
not experience operational difficulties as a result of Y2K issues, either
arising out of internal operations or caused by third-party service providers,
which individually or collectively could have an adverse impact on business
operations and require the Company to incur anticipated expenses to remedy any
problems. The Company is currently evaluating what contingency plans, if any,
may need to be made in the event the Company or third party providers with whom
the Company does business experience Y2K problems.
-15-
<PAGE> 16
FORWARD LOOKING STATEMENTS
Important Considerations Related to Forward-Looking Statements. It should be
noted that this discussion contains forward looking statements, which are
subject to substantial risks and uncertainties. There are a number of factors,
which could cause actual results to differ materially from those anticipated by
statements made herein. Such factors include, but are not limited to, changes in
general economic conditions, the growth rate of the market for the Company's
products and services, the timely availability and market acceptance of these
products and services, and the effect of competitive products and pricing, as
well as a number of other risk factors which could effect the future performance
of the Company.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Don Whigham and Whigham & Associates, Inc., plaintiffs vs. Clinton H.
Howard, Royal BodyCare, Inc. and GlobeNet International, Inc., defendants, in
the County Court at Law No. 3, Dallas County, Texas, Cause No. 97-08040-C. On
August 28, 1997, plaintiffs, former distributors of Registrant's products, sued
defendants asserting causes of action for, inter alia, breach of contract and
fraud in connection with their dealings with Registrant as distributors.
Plaintiffs have not specified the amount of actual damages, exemplary damages or
other damages sought by them in this action. Defendants have filed an answer
denying all the material allegations of the complaint and asserting
counter-claims for breach of contract, negligence and tortuous interference with
business relations. The parties are currently engaged in discovery. The trial is
currently set to begin in October 1999.
Naterra International, Inc., plaintiff, vs. Royal BodyCare, Inc.,
defendant, in the 68th Judicial District Court of Dallas County, Texas, Cause
No. 98-5504. On July 17, 1998 Plaintiff, a former manufacturer of RBC products,
sued RBC-US and Arlington Laboratories asserting causes of action for breach of
contract and suit on sworn account without specifying the amount of damages
sought. Defendants have answered denying all of the material allegations by
Plaintiff, and RBC-US has asserted affirmative defenses, as well as filing a
counterclaim against Plaintiff for breach of contract, negligence and breach of
warranties. The parties are currently engaged in discovery. The trial date is
currently set for December 7, 1999.
Royal BodyCare, Inc., Plaintiff, vs. Royal BodyCare Japan, Defendant,
in the 193rd District Court, Dallas County, Texas, Cause No. 99-02016. On March
24, 1999, RBC-US filed suit against Royal BodyCare Japan, a former licensee of
the RBC line of products in Japan, asserting causes of action for breach of
contract and suit on sworn account.
Royal BodyCare Japan, Dudley A. Olsen and Duane Engholm, Plaintiffs,
vs. Royal BodyCare, Inc. and Clinton Howard, Defendants, U. S. District Court
for the Northern District of Texas, Dallas Division, Cause No. 3:99-CV-0686. On
March 29, 1999, Plaintiffs filed an action in federal court against RBC-US and
Mr. Howard based upon essentially the same issues asserted by RBC-US against RBC
Japan in state court case. Plaintiffs in this federal case alleged causes of
action for breach of contract, fraud, misrepresentation and violations of
-16-
<PAGE> 17
the Texas Deceptive Trade Practices Act and seek actual and compensatory damages
of $2,868,000 and punitive damages of $10,000,000. RBC-US and Mr. Howard will
seek to have this federal case held in abeyance while the prior state case
involving the same facts and issues proceeds to trial.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on July 24, 1999.
At this meeting, certain matters were submitted to a vote of shareholders. The
results of shareholder voting were as follows:
a. The following persons were elected to serve as directors until
the 2000 Annual Meeting of Shareholders:
Clinton H. Howard
Andrew V. Howard
Steven E. Brown
Frank E. Franasiak
b. The shareholders approved a proposal to change the name of the
Company from GlobeNet International I, Inc. to Royal BodyCare
International, Inc. As of the date of this report, the name
change had not been completed.
c. The shareholders approved the appointment of Swalm, Thomas &
Associates, P. L. L. C. as the Company's independent public
accountants.
Item 5. Other Information.
None
-17-
<PAGE> 18
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.
Globenet International I, Inc.
Registrant
By: /s/ Clinton H. Howard
-------------------------------
Its: President
DATE: August 13, 1999
Irving, Texas
-18-
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,151,576
<SECURITIES> 0
<RECEIVABLES> 456,033
<ALLOWANCES> 0
<INVENTORY> 2,792,200
<CURRENT-ASSETS> 4,670,053
<PP&E> 2,684,741
<DEPRECIATION> 974,988
<TOTAL-ASSETS> 9,188,028
<CURRENT-LIABILITIES> 4,014,742
<BONDS> 395,281
0
0
<COMMON> 13,862
<OTHER-SE> 4,764,143
<TOTAL-LIABILITY-AND-EQUITY> 9,188,028
<SALES> 16,591,666
<TOTAL-REVENUES> 16,591,666
<CGS> 3,975,986
<TOTAL-COSTS> 3,975,986
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 744,776
<INCOME-TAX> 222,000
<INCOME-CONTINUING> 522,776
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 522,776
<EPS-BASIC> .04
<EPS-DILUTED> .04
</TABLE>
