SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: March 31, 1994 Commission File No. 1-9859
GEV CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1215192
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
191 Mason Street, Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-8014
(Former Name, Former Address and Former Fiscal Year, if changed since last
report)
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
Number of Common Shares outstanding at May 15, 1994: 15,073,996 of Class A and
3,077,619 of Class B. Exhibit index located at sequential page no.
TABLE OF CONTENTS
Part I - Financial Information
Page No.
Item 1 - Financial Statements (unaudited)
* Balance Sheets - March 31, 1994
and December 31, 1993 3
* Statements of Operations -
Three Months Ended March 31, 1994 and 1994 4
* Statements of Cash Flows -
Three Months Ended March 31, 1994 and 1993 5
* Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K 8
Signature 9
GEV CORPORATION
BALANCE SHEETS
(In thousands, except share data)
March 31, December 31,
1994 1993
(unaudited)
Assets
Current assets:
Cash and cash equivalents $1,136 $ 104
Due from Dairy Holdings 75 75
------- -------
Total current assets 1,211 179
Property and equipment, net 37 38
Deferred tax asset - -
------- -------
Total assets $1,248 $ 217
======= =======
Liabilities and Stockholders'
Deficiency
Current liabilities:
Accounts payable and accrued expenses $ 295 $ 290
Deferred income and other liabilities 75 150
------- -------
Total current liabilities 370 440
------- -------
Stockholders' deficiency:
Preferred stock: $.01 par value,
authorized 10,000,000 shares; none
issued
Common stock: $.01 par value,
Class A authorized 21,000,000 shares
issued and outstanding 15,073,996 151 106
Class B authorized 4,000,000 shares
issued and outstanding 3,077,419,
convertible share-for-share into
Class A shares 30 30
Additional paid-in capital 1,735 653
Deficit (1,038) (1,012)
------- -------
878 (222)
------- -------
Total liabilities and stockholders'
deficiency $1,248 $ 217
======== ========
See notes to financial statements.
GEV CORPORATION
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
1994 1993
General and administrative expenses, net $ 26 $ 61
------- -------
Operating loss (26) (61)
Interest expense - 8
------- -------
Net loss (26) (69)
======== ========
Loss per share: $ (.01) $ (.01)
======== ========
Average number of shares of
common stock outstanding 14,492 13,677
======== ========
See notes to financial statements.
GEV CORPORATION
STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
1994 1993
Cash flows from operating activities:
Net loss $ (26) (69)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization: 1 2
Increase in operating assets and liabilities:
Accounts payable and accrued expenses (70) (25)
Net cash used in operating activities (95) (92)
------ ------
Cash flows from financing activities:
Loan payable to unconsolidated subsidiary - 156
Issuance of Class A Common Stock in accordance
with Directors Stock Plan 24 -
Proceeds from private placement of Class A Stock 1,103 -
------ ------
Net cash provided by financing activities 1,127 156
------ ------
Increase (decrease) in cash and cash equivalents 1.032 64
Cash and cash equivalents at beginning of period 104 237
------ ------
Cash and cash equivalents at end of period $1,136 $ 301
======= =======
See notes to financial statements.
GEV CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(In thousands, except share and per share data)
The accompanying unaudited financial statements at March 31, 1994 and for the
three months then ended have been prepared on a going concern basis. The
unaudited financial statements include adjustments of a normal recurring nature
which, in the opinion of management, are necessary for a fair presentation of
the results of operations for the three months ended March 31, 1994 and 1993.
They do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should GEV Corporation ("GEV") be unable to
continue in existence.
The accompanying unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in GEV's Annual Report
on Form 10-K for the year ended December 31, 1993.
Note 1. Private Placement
On February 18, 1994, GEV circulated a private placement document offering up to
8,000,000 shares of its Class A Common Stock. The shares were offered only to
accredited investors, as defined in the rules of the Securities Act of 1933, as
amended, at a price per share of $.25. The offering terminated on February 28,
1994. The Company received net proceeds totalling approximately $1,100,000 for
a total of 4,410,000 shares, which were sold to investors, including certain of
its directors and officers. The Company intends to use the net proceeds for
general corporate purposes and acquisitions.
ITEM 2, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and the notes thereto.
This item will discuss and analyze the financial condition and results of
operations of GEV Corporation ("GEV") for the three months ended March 31, 1994
and 1993.
Results of Operations
GEV reported a net loss of $26,000, or $.01 per share, in the first quarter of
1994 as compared to a net loss of $69,000, or $.01 per share, in 1993. General
and administrative expenses were $43,000 lower in 1994 than in 1993 primarily
from lower payroll costs in the 1994 period.
Interest expense was higher in 1993 than in 1994 because of the accrual of
interest on the loan from an unconsolidated subsidiary during the 1993 period.
The loan was forgiven in the second quarter of 1993.
Liquidity and Capital Resources
GEV reduced the size of its corporate headquarters staff and is evaluating
acquisitions or start-up opportunities in new businesses. GEV intends to use
its best efforts to remain in operation through such new businesses, and may
have tax loss carryforward benefits available to it. However, GEV may not be
able to obtain the necessary capital to acquire or establish any new business,
and the anticipated tax benefits of approximately $80,000,000 (the "NOL") are
subject to Internal Revenue Service challenge and may not be available. In
addition, under a tax sharing agreement, either Dairy Holdings, Inc. or GEV can
use 100% of the NOL. If Dairy Holdings, Inc. uses the NOL first, then GEV has
lost the use of this tax asset.
On February 18, 1994, GEV circulated a private placement document offering up to
8,000,000 shares of its Class A Common Stock. The shares were offered only to
accredited investors, as defined in the rules of the Securities Act of 1933, as
amended, at a price per share of $.25. The offering terminated on February 28,
1994. The Company received net proceeds totalling approximately $1,100,000 for
a total of 4,410,000 shares, which were sold to investors, including certain of
its directors and officers. The Company intends to use the net proceeds for
general corporate purposes and acquisitions.
The Company believes that available cash will be sufficient to meet anticipated
needs.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None.
(b) Reports on Form 8-K - None.
______________________________________________________________________________
Omitted from this Part II are items which are inapplicable or to which the
answer is negative for the period presented.
SIGNATURE
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.
GEV CORPORATION
Date: May 12, 1994 By: /s/ Nelson A. Barber
Nelson A. Barber
Vice President and
Chief Financial Officer
