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: June 30, 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)
3 Greenwich Office Park, Greenwich, CT 06831
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-8014
191 Mason Street, Greenwich, CT 06830
(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 August 11, 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 - June 30, 1994
and December 31, 1993 3
* Statements of Operations - Three and
Six Months Ended June 30, 1994 and 1993 4
* Statements of Cash Flows -
Six Months Ended June 30, 1994 and 1993 5
* Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders 8
Item 6 - Exhibits and Reports on Form 8-K 8
Signature 9
GEV Corporation
BALANCE SHEETS
(In thousands, except share data)
June 30,
1994 December 31,
(unaudited) 1993
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 1,036 $ 104
Due from unconsolidated subsidiary - 75
---------- ----------
Total current assets 1,036 179
Property and equipment, net 35 38
Deferred tax asset - -
---------- ----------
Total assets $ 1,071 $ 217
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable and accrued expenses $ 281 $ 290
Deferred income and other liabilities - 150
---------- ----------
Total current liabilities 281 440
---------- ----------
Stockholders' equity (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 (1,126) (1,012)
---------- ----------
790 (223)
---------- ----------
Total liabilities and stockholders'
equity (deficiency) $ 1,071 $ 217
========== ==========
See notes to financial statements.
GEV Corporation
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1994 1993 1994 1993
-------- ------- ------- -------
<S> <C> <C> <C> <C>
General and administrative expenses, net $ 93 $ 153 $ 119 $ 214
-------- ------- ------- -------
Operating loss (93) (153) (119) (214)
Interest income (expense) 5 (9) 5 (17)
-------- ------- ------- -------
Net loss (88) (162) (114) (231)
======= ======= ======= =======
Loss per share: $ (.01) $ (.01) $ (.01) $ (.02)
======= ======= ======= =======
Average number of shares of
common stock outstanding 18,152 13,677 18,152 13,677
====== ====== ====== ======
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
GEV Corporation
STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
Six Months Ended
June 30,
----------------
1994 1993
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (114) $ (231)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 3 4
Increase (decrease) in accounts payable and accrued expenses (83) 185
Other 24 -
-------- --------
Net cash used in operating activities (170) (42)
-------- --------
Cash flows from financing activities:
Loan payable to unconsolicated subsidiary 156
Proceeds from Private Placement of Class A Common Stock 1,102 -
-------- --------
Net cash provided by financing activities 1,102 156
-------- --------
Increase in cash and cash equivalents 932 114
Cash and cash equivalents at beginning of period 104 237
-------- --------
Cash and cash equivalents at end of period $ 1,036 $ 351
======= =======
<FN>
See notes to financial statements.
</TABLE>
GEV CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(In thousands, except share and per share data)
The accompanying unaudited financial statements at June 30, 1994 and for the six
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 six months ended June 30, 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.
Note 2. Supplemental Information
During the first quarter of 1994, the Company issued 63,996 shares of Class A
Common Stock (total value of $24,000) in settlement of the 1993 Directors' fees
as authorized under the Non-Employee Directors' Stock Plan.
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 six months ended June 30, 1994 and
1993.
Results of Operations
GEV reported a net loss of $114,000, or $.01 per share, for the six months of
1994 as compared to a net loss of $231,000, or $.02 per share, in 1993. General
and administrative expenses were $95,000 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
In 1992, GEV reduced the size of its corporate headquarters staff. GEV has
since been evaluating acquisitions or start-up opportunities in new businesses.
GEV intends to use its best efforts to remain in operation through such new
businesses. However, it may not be able to obtain the necessary capital to
acquire or establish such new businesses. In addition, GEV may have tax loss
carryforward benefits, anticipataed to be approximately $80,000,000, available
to it. These anticipated tax benefits (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.
In early 1994, GEV completed a private placement offering 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 Company received net proceeds totalling approximately $1,102,000 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 4 Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on May 23, 1994. William
R. Berkley was elected to the Company's Board of Directors to serve until the
1997 annual meeting and until his successor is duly chosen. 13,254,063 shares
were voted for Mr. Berkley and 37,451 were voted against Mr. Berkley. The
Company's shareholders were also asked to ratify the selection of Deloitte &
Touche as the Company's independent public accountants for the fiscal year
ending December 31, 1994. 13,173,613 shares were voted for the approval of
Deloitte & Touche, 115,800 shares were voted against such proposal and 2,101
shares abstained.
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: August 11, 1994 By: /s/ Nelson A. Barber
Nelson A. Barber
Vice President and
Chief Financial Officer
