FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For Quarterly Period Ended December 31, 1998
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 No. 0-17757
W-W CAPITAL CORPORATION
(exact name of Registrant as specified in its charter)
Nevada 93-0967457
(State or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication Number)
3500 JFK Parkway Suite 202 Ft. Collins, CO 80525
(Address of principal executive offices, including zip code)
(970) 207-1100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, 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 the filing
requirements for the past 90 days. Yes _X_ No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether Registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes ___ No ___ NOT APPLICABLE _X_
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Number of Shares Outstanding
- ------------------- at October 27, 1998
Common stock -------------------
$0.01 Par Value 5,540,661
<PAGE>
W-W CAPITAL CORPORATION
Index
-----
PART I FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
Item 1 Balance Sheets
- ------ December 31, 1998 and June 30, 1998 1
Statements of Operations
Three and Six Months Ended
December 31, 1998 and 1997 3
Statements of Cash Flows
Six Months Ended
December 31, 1998 and 1997 4
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 1 LEGAL PROCEEDINGS 11
- ------
Item 2 CHANGES IN SECURITIES 11
- ------
Item 3 DEFAULTS UPON SENIOR SECURITIES 11
- ------
Item 4 SUBMISSION OF MATTERS TO VOTE OF
- ------
SECURITY HOLDERS 11
Item 5 OTHER INFORMATION 11
- ------
Item 6 EXHIBITS AND REPORT ON FORM 8-K 11
- ------
SIGNATURES 12
<PAGE>
Part 1-FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
W-W CAPITAL CORPORATION
-----------------------
<TABLE>
<CAPTION>
Balance Sheets
December 31, June 30,
1998 1998
---- ----
(Unaudited)
<S> <C> <C>
Assets
- ------
Current assets:
Cash ........................................ $ (90,118) $ 281,449
----------- -----------
Trade accounts receivable ................... 2,128,232 1,990,476
Less allowance for doubtful accounts ........ (89,296) (104,500)
----------- -----------
Net accounts receivable ................. 2,038,936 1,885,976
----------- -----------
Accounts receivable, other .................. 43,726 60,593
Inventories:
Raw materials ........................... 334,763 390,607
Work-in-process ......................... 175,462 207,079
Finished goods .......................... 2,721,247 2,559,813
----------- -----------
Total inventories .................. 3,231,472 3,157,499
----------- -----------
Prepaid expenses ............................ 132,551 19,262
Current portion of notes receivable
from related parties .................... -- 893
Current portion of notes receivable, other .. 21,031 20,342
----------- -----------
Total current assets .................... 5,377,598 5,426,014
----------- -----------
Property and equipment, at cost .................. 4,782,428 4,665,178
Less accumulated depreciation
and amortization ............................ (2,655,459) (2,561,929)
----------- -----------
Net property and equipment .............. 2,126,969 2,103,249
----------- -----------
Other Assets:
Long-term notes receivable from
related parties, net of current portion . 22,600 22,135
Long-term notes receivable, other, net
of allowance for doubtful accounts
of $10,000 and current portion .......... 79,565 99,752
Other assets ................................ 19,261 29,428
----------- -----------
Total other assets ...................... 121,426 151,315
----------- -----------
TOTAL ASSETS ................................ $ 7,625,993 $ 7,680,578
=========== ===========
</TABLE>
(Continued on following page)
See accompanying notes to financial statements.
1
<PAGE>
W-W CAPITAL CORPORATION
-----------------------
<TABLE>
<CAPTION>
Balance Sheets, Continued
December 31, June 30,
1998 1998
---- ----
(Unaudited)
<S> <C> <C>
Liabilities
Current Liabilities:
Accounts Payable ................................ $ 1,864,590 $ 1,714,738
Accrued property taxes .......................... 35,812 29,646
Accrued payroll and related taxes ............... 202,556 225,154
Accrued interest payable ........................ 16,853 25,158
Current portion of long-term payables ........... 483,000 300,000
Current portion of capital lease obligation ..... 21,000 --
Other current liabilities ....................... 21,738 14,542
----------- -----------
Total current liabilities ................... 2,645,549 2,309,238
----------- -----------
Other Liabilities:
Long-term note payable, net of current portion .. 2,505,634 2,860,930
Long-term capital lease obligation, net
of current portion .......................... 68,617 --
----------- -----------
Total other liabilities ..................... 2,574,251 2,860,930
----------- -----------
TOTAL LIABILITIES ........................... 5,219,800 5,170,168
----------- -----------
Stockholders' Equity
Preferred stock: $10.00 par value, 400,000 shares
authorized -- --
Common stock, $0.01 par value, 15,000,000
shares authorized; 5,540,661 shares issued
and outstanding at Dec. 31, 1998
and June 30, 1998 ........................... 55,406 55,406
Capital in excess of par value .................. 3,304,629 3,304,629
Accumulated Deficit ............................. (904,936) (800,719)
----------- -----------
2,455,099 2,559,316
Less 20,264 shares of treasury stock at cost .... ( 48,906) (48,906)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY .................. 2,406,193 2,510,410
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ........................ $ 7,625,993 $ 7,680,578
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
W-W CAPITAL CORPORATION
-----------------------
<TABLE>
<CAPTION>
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales ............................... $ 3,819,669 $ 3,490,659 $ 7,841,139 $ 7,672,238
Cost of goods sold ...................... 3,231,425 2,991,378 6,569,336 6,260,747
----------- ----------- ----------- -----------
Gross profit ...................... 588,244 499,281 1,271,803 1,411,491
----------- ----------- ----------- -----------
Operating expenses:
Selling expenses .................. 317,320 288,345 618,094 583,485
General and administrative expenses 339,061 354,793 656,536 702,305
----------- ----------- ----------- -----------
Total operating expenses ..... 656,381 643,138 1,274,630 1,285,790
----------- ----------- ----------- -----------
Operating earnings (loss) .... (68,137) (143,857) (2,827) 125,701
----------- ----------- ----------- -----------
Other income (expenses):
Interest income ................... 16,990 20,282 36,005 44,444
Interest expense .................. (70,779) (86,230) (153,261) (170,857)
Gain (loss) on sale of assets ..... 1,500 (71,754) 153 (71,754)
Other income (expense), net ....... 8,336 37,104 15,713 58,077
----------- ----------- ----------- -----------
Total other income (expense) . (43,953) (100,598) (101,390) (140,090)
----------- ----------- ----------- -----------
Loss before income taxes ......... ( 112,090) (244,455) (104,217) (14,389)
Provision for deferred income taxes -- -- -- --
----------- ----------- ----------- -----------
Net loss .......................... $ (112,090) $ (244,455) $ (104,217) $ (14,389)
=========== =========== =========== ===========
Basic loss per common share ............. (.02) (.04) (.02) (.00)
=========== =========== =========== ===========
Diluted loss per common share ........... (.02) (.04) (.02) (.00)
=========== =========== =========== ===========
Weighted-average number of
common shares outstanding ............... 5,560,794 5,549,544 5,560,794 5,549,544
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
W-W CAPITAL CORPORATION
-----------------------
<TABLE>
<CAPTION>
Statements of Cash Flows
(Unaudited)
Six Months Ended
December 31,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss ......................................... $(104,217) $ (14,389)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ................ 171,077 196,433
Gain on sale of property and equipment ....... (153) (600)
Loss on sale of real estate .................. -- 72,354
--------- ---------
Change in assets and liabilities:
Accounts receivable .......................... (152,960) 397,501
Inventories .................................. (73,973) ( 8,472)
Other current and non-current assets ......... (86,254) ( 77,377)
Accounts payable ............................. 149,852 (671,754)
Accrued expenses and other current liabilities (17,541) ( 35,969)
--------- ---------
Net cash used in operating activities ... (114,169) (142,273)
--------- ---------
Cash flows from investing activities:
Proceeds from sale of property and equipment ..... 1,500 600
Proceeds from sale of real estate ................ -- 198,681
Purchase of property and equipment ............... (67,906) (71,615)
Increase in other notes receivable ............... (5,771) --
Proceeds from other notes receivable ............. 25,268 4,232
Proceeds from stockholders' notes receivable ..... 428 9,285
--------- ---------
Net cash provided by (used in) investing
activities .......................... $ (46,481) $ 141,183
--------- ---------
</TABLE>
(Continued on following page)
4
<PAGE>
W-W CAPITAL CORPORATION
-----------------------
<TABLE>
<CAPTION>
Statements of Cash Flows, Continued
(Unaudited)
Six Months Ended
December 31,
------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from financing activities:
Payments on lines-of-credit .................................... $ -- $(150,000)
Payments on notes payable, related parties ..................... -- (2,907)
Payments on notes payable, financial
institutions and government entities ....................... (243,805) (161,476)
Payment on capital leases ...................................... (7,860) --
Proceeds from notes payable .................................... 40,748 19,400
--------- ---------
Net cash used in financing activities ...................... (210,917) (294,983)
--------- ---------
Net decrease in cash ........................................... (371,567) (296,073)
Cash at beginning of period .................................... 281,449 357,373
--------- ---------
Cash at end of period .......................................... $ (90,118) $ 61,300
========= =========
Supplemental schedule of non cash investing and financing activities:
Sold investment in real estate held for sale:
Receipt of note receivable ................................. $ -- $ 110,000
========= =========
Installment loans to acquire property
and equipment .............................................. $ 128,238 $ --
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest ....................... $ 161,567 $ 181,434
========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
W-W CAPITAL CORPORATION
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements include the accounts of
W-W Capital Corporation (the Company) and its three wholly-owned subsidiaries
W-W Manufacturing Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc.
All significant intercompany accounts and transactions have been eliminated.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. They do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and changes in cash
flows in conformity with generally accepted accounting principles for full-year
financial statements. However, except as disclosed herein, there has been no
material change in the information disclosed in the notes to W-W Capital
Corporation's financial statements included in its Annual Report on Form 10-K
for the year ended June 30, 1998. In the opinion of management, all adjustments
(consisting of normal recurring accrual basis adjustments) considered necessary
for a fair presentation have been reflected in the accompanying financial
statements. Operating results for the three and six month periods ended December
31, 1998, are not necessarily indicative of the result that may be expected for
the year ended June 30, 1999.
NOTE 2 - NET BASIC EARNINGS PER SHARE
- -------------------------------------
The net basic loss per share amount included in the accompanying
statement of operations have been computed using the weighted-average number of
shares of common stock outstanding and the dilative effect, if any, of common
stock equivalents existing during the applicable three and six month periods.
NOTE 3 - RELATED PARTY TRANSACTION
- ----------------------------------
The Company has a number of related party transactions. See the
footnotes to W-W Capital Corporation financial statements for the year ended
June 30, 1998, included in its Annual Report on Form 10-K for the nature and
type of related party transactions.
6
<PAGE>
A summary of the related party transactions that effect the Company's
statement of operations for the three and six month periods ended December 31,
1998 and 1997, respectively, is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
Transactions with
Related parties 1998 1997 1998 1997
- --------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Rent expense $ 15,000 $ 15,000 $ 30,000 $ 30,000
Interest income -- 56 -- 267
Interest expense 475 629 989 1,293
</TABLE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
The business of the Company is carried on within two segments by a
number of operating units. The livestock handling equipment segment is composed
of W-W Manufacturing (W-W Manufacturing) and Eagle Enterprises (Eagle), and the
water and environmental product segment is represented by Titan Industries
(Titan).
(A) Analysis of Results of Operations
---------------------------------
The Company incurred net losses of $112,090 and $104,217, for the three
and six month periods ended December 31, 1998, as compared to net losses of
$244,455 and $14,389 in 1997. The losses are attributable to the normal slowdown
in orders in all segments for the holiday season as well as manufacturing
inefficiencies and labor problems at the W-W Manufacturing plant.
Net sales increased to $7,841,139 for the six months ended December 31,
1998, compared to $7,672,238 for 1997. The following table represents actual
sales by segment group.
<TABLE>
<CAPTION>
Sales by segment group: Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Livestock Handling Equipment $2,154,000 $2,012,340 $4,271,371 $4,375,862
Water and Environmental Products 1,665,669 1,478,319 3,569,768 3,296,376
--------- --------- --------- ---------
$3,819,669 $3,490,659 $7,841,139 $7,672,238
========= ========= ========= =========
</TABLE>
7
<PAGE>
The sales in the water and environmental product segment increased to
$3,569,768 as compared to $3,296,376 for the corresponding period of 1997. The
increase of $273,392 is attributable to strong demand in the fall months of
September and October for its custom manufactured products. In mid-November and
December, Titan experienced its usual slowdown in sales during the holiday
season. However, the slow down experienced was not as severe as in past years
due to steps taken to find new manufactured products to sell during the winter
months. As we move into spring and weather improves, sales are expected to be
above normal levels. Management will continue to find new products and develop
markets that will keep sales at break-even levels and above. The company
continues to see strong acceptance of its new products developed and introduced
over the past year. These products include Ver-Ta-Slot PVC, Enviroflex well
screen, slotted high-density polyethylene pipe and others. The water well supply
aspect of the business continues to remain competitive in pricing and margin,
while the advanced techniques developed for slotting, perforating, and threading
offer the company tremendous opportunity for growth. The Company continues to
lead the way with innovative products used in the water, horizontal drilling,
waste treatment, and mining industries. New products introduced include
Enviroflex well screens used to solve the problem of sedimentation in horizontal
wells or drainage screens. The unique feature of the Enviroflex product is a
porous polyethylene filter inside the PVC/steel pipe or screen. The benefit of
the Enviroflex screen is the installation of bore holes is safer and easier, and
it can be joined in a variety of ways. Another new innovation of the Company is
the custom mega screen product. This product is an affordable high open area
plastic screen with precision drilled round holes. The Company feels the custom
nature of this product, allowing for short or long length, various hole
diameters and spacing, allows it to be used in various applications and markets.
Titan's Ver-Ta-Slot product continues to show strong acceptance. This product
was developed for heavier wall applications found in landfills, highway
construction, and various mining applications. Vertical slotted openings are
available in various diameters, schedules, and types of pipe. The Company has
developed the Ver-Ta-Slot for all applications and material including belled
end, gasket end, plain end, or flush joint material.
Sales in the livestock equipment segment decreased $104,491 to
$4,271,371 for the six months ended December 31, 1998 compared to $4,375,862 in
the same period of 1997. However for the three month period of December 31,
1998, sales are on the increase. As can be seen from the sales chart, sales
increased $141,660 for the three months ended December 31, 1998 to $2,154,000 as
compared to $2,012,340. This increase is attributable to improved sales in
cattle equipment, but more dramatically, sales improved in equine and rodeo
equipment. The Company has been aggressively trying to become less dependent on
the sale of cattle equipment by improving sales in other equipment.
The Company has experienced problems with labor in the Dodge City plant
causing inefficiencies in production, therefore, delaying shipments to
customers. Management has taken steps to improve this by building products at
the Weatherford, Oklahoma plant and transferring personnel from the Oklahoma
location to the Dodge City plant. The Company is analyzing how to combat the
labor problem in the Dodge City plant and is taking all the necessary steps to
solve the problems (see discussion related to movement of the plant in the
liquidity and capital resources section). New products, as well as product
improvements and enhancements, continue to be a top priority for the Company.
8
<PAGE>
The Company has completed a new solid sheeted working area and will be
introducing several new horse products in the spring market. The Company
continues to expand its market area in the west and upper midwest. The east
coast market serviced by Eagle (Livingston, Tennessee) continues to show
improvements, as this market continues to accept and appreciate a higher quality
of equipment, replacing the lighter weight products previously offered in this
market. As market conditions improve through the winter months and spring of
1999, the Company expects to see improved sales in the cattle related products.
The Company expects strong equine and rodeo products sales throughout the
balance of the year.
Gross profit margins declined for the six months ended December 31,
1998 to 16.2% from 18.4% during the same six month period of 1997. The decrease
is due to the manufacturing inefficiencies realized at the Dodge City location,
which are due to the labor problem previously discussed and the cost related to
extra freight and labor required to have the Oklahoma location help production
shortfalls of the Dodge City location. Also, there were several large projects
and shipments of products that needed reworked and repainted due to quality
issues. This led to increased costs which effected the gross margins severely.
Margins in the Livingston plant (Eagle) also declined during the three months
ended December 31, 1998. This decrease was mainly due to some sales credits
given to a dealer that was attributable to a prior year and booked during this
period. It is expected that margins in the livestock equipment segment will
improve as sales improve in the third quarter. Also, as the
quality and labor inefficiencies are improved, the gross profit margins will
return to prior levels. Gross margins showed only a slight decline compared to
prior periods in the water and environmental product segment. This is due to the
cost of introducing new manufactured products and R&D cost related to these
products. As the sale of the new manufactured and custom fabricated products
improve, the Company should see strengthening gross margins. Margins on the
resale of water well products continue to be very competitive and the Company is
continuing its effort to lower cost on the resale side of the business. On a
Company wide basis, management is reviewing why the margins have dropped along
with putting plans in place to reduce manufacturing cost to enable margins to
return to normal levels.
Selling expenses, as a percentage of sales, increased only slightly,
from 7.6% in 1997 as compared to 7.9% for the six months ended December 31,
1998. This increase is associated with the development of new products and sales
territories in both segments. As sales continue to improve during the spring
selling season, selling costs should remain in line with present levels.
However, management is planning to increase selling cost to aggressively attack
new markets during the summer and fall selling seasons.
General and administrative expenses declined $45,769 during the six
month period ended December 31, 1998, and as a percentage of sales, declined to
8.4% from 9.2% in the corresponding quarter of 1997. The decrease is
attributable to cost cuts taken at the corporate and subsidiary level as well as
lower expenses due to the settlement of various lawsuits of previous years.
Interest expense continues to decline as overall borrowings are
reduced. The new credit arrangement with Norwest Business Credit has helped
reduce cost. Interest rates negotiated with Norwest are on an average 2% lower
than those with the previous lender. Interest expense decreased to $153,261 from
$170,857 for the six months ended December 31, 1998 as compared to 1997.
9
<PAGE>
The Company had an operating loss for the six months ended December 31,
1998 of $104,217 as compared to $14,389 for the same period of 1997. However,
the Company reduced the loss during its second and traditionally weakest
quarter. The loss for the three months ended December 31, 1998 was $112,090 as
compared to $244,455 for the same period of 1997. As the Company moves into its
strongest period, it is anticipating that the Company will be profitable and
surpass previous years.
(B) Liquidity and Capital Resources
-------------------------------
The Company incurred a loss of $104,217 for the six months ended
December 31, 1998 as compared to $14,389 for the same period of 1997. The loss
for the three months ended December 31, 1998 compared to 1997 has been reduced
from $244,455 to $112,090. The Company continues to maintain a positive cash
flow of $66,860 even with a realized loss of $104,217 for the period ended
December 31, 1998.
The Company used $114,169 cash in operating activities for the six
months ended December 31, 1998 as compared to $142,273 for the same period of
1997. With the increase in sales, the Company used cash to increase accounts
receivables $152,960 and inventory increased $73,973. With the continued strong
sales demand, management anticipates cash will be used to finance the growth in
sales and accounts receivable. The Company is making every effort to maintain
current inventory levels as sales increase. Management will continue to work
with vendors to find ways of shortening led times and put the pressure of
carrying increased inventories for our companies at their locations.
The Company used net cash of $46,481 from investing activities
primarily for the purchase of equipment. The Company had a net reduction of
borrowings from financial institutions of $210,917 for the six months ended
December 31, 1998, and anticipates overall debt to continue to decrease over the
balance of fiscal 1999. In November 1998, management successfully completed new
banking arrangements with Norwest Business Credit of Denver. This will allow the
Company the necessary capital to continue to grow and meet its obligations. The
details of the arrangement calls for a three-year commitment from the Bank on
various revolving lines and an equipment line for purchases of equipment.
To give W-W Manufacturing the opportunity to grow and eliminate its
manufacturing and labor deficiencies, management has entered into a
letter-of-intent agreement to move the Dodge City location to Thomas, Oklahoma.
The agreement calls for the construction of a new 75,000 sq. foot manufacturing
facility. The facility will be owned by the City of Thomas and financed through
various federal, state, and local grants as well as low interest loans over a
twenty year period. The Company will receive various state and local tax
incentives and the cost of moving to be provided by the City of Thomas.
Management believes the final agreement will be signed in the spring of 1999
with the expected move date to be December of 1999.
Management believes that with net cash provided from cash flow,
available lines of credit, and funds provided from earnings, it will have
adequate sources to meet its current obligations.
10
<PAGE>
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not Applicable
ITEM 2. CHANGES IN SECURITIES
---------------------
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------
On December 18, 1998, the Company held its annual meeting of stockholders,
and the following matters were voted upon.
A) Election of Board of Directors which included the following:
Nominee For Withheld
------- --- --------
Millard T. Webster 3,561,303 684,614
David L. Patton 3,511,365 734,552
Steve D. Zamzow 3,511,103 734,814
James H. Alexander 4,198,241 47,676
Loyd T. Fredickson 4,198,241 47,676
B) Election of the Company's independent auditors, Brock and Company
of Ft. Collins, Colorado.
For Against Abstained
--- ------- ---------
4,185,312 3,395 57,210
ITEM 5. OTHER INFORMATION
-----------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27 Financial Data Schedule
11
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
W W CAPITAL CORPORATION
(Registrant)
Dated: May 06, 1999 By:/s/ Steve D. Zamzow
-----------------------------------
Steve D. Zamzow, President & CEO
Dated: May 06, 1999 By:/s/ Mike Dick
-----------------------------------
Mike Dick, Controller
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF
OPERATIONS FOUND ON PAGES 1, 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR
THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> (90,118)
<SECURITIES> 0
<RECEIVABLES> 2,128,232
<ALLOWANCES> (89,296)
<INVENTORY> 3,231,472
<CURRENT-ASSETS> 5,377,598
<PP&E> 4,782,428
<DEPRECIATION> (2,655,459)
<TOTAL-ASSETS> 7,625,993
<CURRENT-LIABILITIES> 2,645,549
<BONDS> 2,574,251
0
0
<COMMON> 55,406
<OTHER-SE> 2,350,787
<TOTAL-LIABILITY-AND-EQUITY> 7,625,993
<SALES> 7,841,139
<TOTAL-REVENUES> 7,841,139
<CGS> 6,569,336
<TOTAL-COSTS> 6,569,336
<OTHER-EXPENSES> 1,274,630
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (153,261)
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