AG BAG INTERNATIONAL LTD
10-Q, 1999-07-20
PLASTICS PRODUCTS, NEC
Previous: APHTON CORP, 4/A, 1999-07-20
Next: BLACKROCK FUNDS, 497, 1999-07-20



                                  UNITED STATES
                       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 the quarterly period ended:          June 30, 1999


Commission file Number:  0-18259


                          AG-BAG INTERNATIONAL LIMITED
             (Exact name of registrant as specified in its charter)


         Delaware                                                93-1143627
(State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                           Identification No.)


2320 SE Ag-Bag Lane, Warrenton  OR                  97146
(Address of principal executive offices)          (Zip Code)


(503)861-1644
(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:

Common Stock,  $.01 par value per share - 12,061,991  shares  outstanding  as of
July 14, 1999


<PAGE>
                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          AG-BAG INTERNATIONAL LIMITED
                            CONDENSED BALANCE SHEETS



                                     ASSETS

                                       June 30           December 31
                                     (Unaudited)
                                  1999         1998         1998
                               ----------   ----------   ----------

Current assets:
 Cash and cash equivalents    $       656  $       656  $   361,614
 Accounts receivable            4,650,025    6,004,442    2,333,912
 Inventories                    7,893,077    5,871,385    5,940,289
 Other current assets             770,517      349,166      754,692
                               ----------   ----------    ---------


     Total current assets      13,314,275   12,225,649    9,390,507

 Deferred income tax               41,000      638,666       41,000
 Intangible assets, less
  accumulated amortization         45,224       92,199       54,954
 Property, plant and equipment
  less accumulated depreciation 3,994,671    4,117,460    3,934,382
 Other assets                     451,416      286,951      399,425
                                ---------   ----------    ---------

Total assets                  $17,846,586  $17,360,925  $13,820,268
                               ==========   ==========   ==========


                                   (Continued)

                                       2
<PAGE>
                          AG-BAG INTERNATIONAL LIMITED
                            CONDENSED BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                        June 30         December 31
                                      (Unaudited)
                                   1999        1998           1998
                                ---------   ----------    ---------
Current liabilities:
 Notes payable to bank         $2,191,674  $ 2,059,391  $       -
 Current portion of long term
  debt and capital lease
  obligations                     340,054      368,681      365,688
 Current portion of notes
  payable to shareholders'         15,532       15,876       15,876
 Accounts payable               2,072,778    1,739,126      831,922
 Accrued expenses and other
  current liabilities           1,369,999    1,215,088    1,320,010
 Income tax payable               328,942      521,836       39,636
                               ----------   ----------   ----------

   Total current liabilities    6,318,979    5,919,998    2,573,132

Long term debt and capital
  lease obligation, less
  current portion               2,033,194    2,370,563    2,201,388
 Notes payable to shareholders'
  less current portion               -          16,347        8,219
                                ---------   ----------    ---------
   Total liabilities            8,352,173    8,306,908    4,782,739
                                ---------   ----------    ---------
Commitments

Shareholders' equity:
 Preferred stock, $4LV 8 1/2%
  nonvoting                       696,000      696,000      696,000
 Common stock, $.01 par value     120,619      120,619      120,619
 Additional paid-in capital     9,210,211    9,210,211    9,210,211
 Retained earnings(deficit)    (  532,417)    (972,813)    (989,301)
                                ---------   ----------    ---------
   Total shareholders' equity   9,494,413    9,054,017    9,037,529
                                ---------    ---------    ---------
Total liabilities and
 shareholders' equity         $17,846,586  $17,360,925  $13,820,268
                               ==========   ==========   ==========

          See Notes to Condensed Financial Information

                                       3
<PAGE>
                          AG-BAG INTERNATIONAL LIMITED
                   CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                                                                    Other
                                Preferred Stock       Common Stock       Paid-In     Retained    Comprehensive
                                Shares   Amount     Shares     Amount    Capital     Earnings       Income     Total
                                ------   ------     ------     ------    -------     ----------     -------    ----------

<S>                            <C>      <C>       <C>         <C>       <C>         <C>           <C>          <C>
Balance December 31, 1998      174,000  $696,000  12,061,991  $120,619  $9,210,211  $  (989,301)  $      -     $9,037,529

Preferred stock dividends                                                               (14,790)                  (14,790)
Net loss                                                                               (180,083)                ( 180,083)
Other comprehensive income,
  Net of tax                                                                                             -             -
                               -------   -------  ----------   -------   ---------   -----------  ----------   ----------
Balance March 31, 1999         174,000   696,000  12,061,991   120,619   9,210,211   (1,184,174)         -      8,842,656

Preferred stock dividends                                                               (14,790)                  (14,790)
Net income                                                                              666,547                   666,547
Other comprehensive income,
  Net of tax                                                                                             -             -
                               -------   -------  ----------   -------   ---------   -----------  ----------   ----------
Balance June 30, 1999          174,000  $696,000  12,061,991  $120,619  $9,210,211   $ (532,417)  $      -     $9,494,413
                               =======   =======  ==========   =======   =========   ===========  ==========   ==========

</TABLE>































                  See Notes to Condensed Financial Information




                                       4
<PAGE>
                          AG-BAG INTERNATIONAL LIMITED
                       CONDENSED STATEMENTS OF OPERATIONS

                                                          Three Months
                                                          Ended June 30
                                                          (Unaudited)
                                                     ----------------------
                                                        1999         1998
                                                        ----         ----

Net sales                                            $10,790,073  $ 9,723,185
Cost of sales                                          7,998,675    7,066,236
                                                       ---------    ---------
Gross profit from operations                           2,791,398    2,656,949

Selling expenses                                         865,583      792,305
Administrative expenses                                  707,218      621,888
Research and development expenses                         74,918       19,941
                                                       ---------    ---------
Income from operations                                 1,143,679    1,222,815

Other income (expense):
  Interest income                                          5,099       24,408
  Interest expense                                      (108,349)    (134,674)
  Miscellaneous                                           44,118      123,955
                                                       ---------    ---------
Income before provision for
 income taxes                                          1,084,547    1,236,504

Provision for income taxes                               418,000      470,200
                                                       ---------    ---------
 Net income                                           $  666,547   $  766,304

Other comprehensive income, net of tax:                      -            -
                                                      ----------    ---------
  Total comprehensive income                          $  666,547   $  766,304
                                                      ==========    =========
Basic and diluted net income
 per common share                                     $      .05   $      .06
                                                      ==========    =========
Basic and diluted weighted average
 number of common shares outstanding                  12,061,991   12,061,991
                                                      ==========   ==========


















                  See Notes to Condensed Financial Information

                                      5
<PAGE>
                           AG-BAG INTERNATIONAL LIMITED
                          CONDENSED STATEMENTS OF OPERATIONS

                                                           Six Months
                                                          Ended June 30
                                                          (Unaudited)
                                                     ----------------------
                                                        1999         1998
                                                        ----         ----

Net sales                                            $15,535,665  $14,493,481
Cost of sales                                         11,699,694   10,665,908
                                                       ---------    ---------
Gross profit from operations                           3,835,971    3,827,573

Selling expenses                                       1,619,155    1,450,021
Administrative expenses                                1,295,434    1,039,790
Research and development expenses                         98,404       46,934
                                                       ---------    ---------
Income from operations                                   822,978    1,290,828

Other income (expense):
  Interest income                                          2,039       46,869
  Interest expense                                      (158,942)    (233,918)
  Miscellaneous                                          111,389      169,728
                                                       ---------    ---------
Income before provision for
 income taxes                                            777,464    1,273,507

Provision for income taxes                               291,000      482,200
                                                       ---------    ---------
Net income                                           $   486,464  $   791,307

Other Comprehensive Income, net of tax:                      -            -
                                                       ---------     --------
Total Comprehensive Income                           $   486,464  $   791,307
                                                       =========    =========
Basic and diluted net income
 per common share                                    $       .04  $       .06
                                                       =========    =========
Basic and diluted weighted average
 number of common shares outstanding                  12,061,991   12,061,991
                                                      ==========   ==========

















                  See Notes to Condensed Financial Information


                                       6
<PAGE>
                          AG-BAG INTERNATIONAL LIMITED
                         CONDENSED STATEMENTS OF CASH FLOWS

                                          Six Months Ended June 30
                                                    (Unaudited)
                                         --------------------------
                                             1999          1998
                                             ----          ----
Cash flows from operating activities:
 Net income                               $   486,464  $   791,307
 Adjustments to reconcile net income
  to net cash used in operating activities:
   Depreciation and amortization              268,271      299,428
   Inventory obsolescence reserves             51,000       15,000
   Loss on disposition of fixed assets            643          769
Changes in assets and liabilities:
    Accounts receivable                    (2,316,113)  (3,812,760)
    Inventories                            (2,123,597)    (163,405)
    Other current assets                      (15,825)   1,818,957
    Accounts payable                        1,240,856      789,757
    Accrued expenses and other current
     liabilities                               49,989      174,617
    Income tax payable                        289,306      482,200
    Other assets                              (51,991)    (106,978)
                                            ----------   ----------
Net cash provided(used)in operating
 activities                                (2,120,997)     288,892
                                            ----------   ----------
Cash flows from investing activities:
 Capital expenditures                        (208,352)    (231,610)
 Proceeds from disposition of fixed assets      8,000       10,000
                                            ----------   ----------
Net cash used in investing activities        (200,352)    (221,610)
                                            ----------   ----------
Cash flows from financing activities:
 Net proceeds from line of credit           2,191,674      342,128
 Principal payments on debt                  (193,828)    (372,293)
 Payment of shareholders' notes                (7,875)      (7,537)
 Payment of preferred dividends               (29,580)     (29,580)
                                            ----------   ----------
Net cash provided(used)in financing
 activities                                 1,960,391      (67,282)
                                            ----------   ----------
Net decrease in cash                         (360,958)      - 0 -

Cash and cash equivalents at beginning
 of period                                    361,614          656
                                           ----------   ----------
Cash and cash equivalents at end of period $      656  $       656
                                            =========   ==========


             See Notes to Condensed Financial Information

                                       7
<PAGE>


                   AG-BAG INTERNATIONAL LIMITED
              Notes to Condensed Financial Information
                           (Unaudited)

Note 1 - Description of Business and Summary of Significant
Accounting Policies
- --------------------------------------------------------------------------------

The Company's financial statements reflect all adjustments which, in the opinion
of  management,  are necessary for a fair statement of the results of operations
for the periods  presented.  Due to the  seasonal  nature of the  business,  the
operating results of the Company's quarterly financial information should not be
taken as  indicative  of the  results of its  operations  for a full  year.  The
financial  statements  presented  for the  six-month  period  should  be read in
conjunction  with the financial  statements and notes thereto for the year ended
December 31, 1998  included in the  Company's  annual  report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 1999.

Reclassifications
- -----------------

Certain  reclassifications  have been made to the financial  statements  for the
periods   presented   from   amounts   previously   reported  to  conform   with
classifications  currently  adopted.  Such  reclassifications  had no  effect on
previously reported shareholders' equity or results of operations.


























                                       8
<PAGE>


Item 2.  Management's Discussion And Analysis Of Financial Condition
And Results Of Operations.

      The  information  set  forth  below  relating  to  matters  that  are  not
historical facts are "forward-looking  statements" within the meaning of Section
21E of the Securities  Exchange Act of 1934 and involve risks and  uncertainties
which  could  cause  actual  results to differ  materially  from those set forth
below.  Such  risks and  uncertainties  include,  but are not  limited  to,  the
following:

      o  The economic health of the U.S. dairy industry including milk and grain
         feed  prices  and the  ability  of the dairy  farmers  to make  capital
         expenditures

      o  Adverse  weather  conditions  which  affect  farmers'  crops and reduce
         demand for the Company's products

      o  Market acceptance of the Company's composting system and technology

      o  Consolidations within the farming sector and reduction in the number of
         dairy cows

         Reference is made to Item 7 of "Management's Discussion and Analysis of
Financial Condition and Results of Operations"  included in the Company's annual
report on Form  10-K for the year  ended  December  31,  1998,  on file with the
Securities  and  Exchange  Commission.  The  following  discussion  and analysis
pertains to the Company's results of operations for the three-month period ended
June 30, 1999,  compared to the results of operations for the three-month period
ended June 30, 1998, and to the results of operations  for the six-month  period
ended June 30, 1999,  compared to the results of  operations  for the  six-month
period ended June 30, 1998, and to changes in the Company's  financial condition
from December 31, 1998 to June 30, 1999.

     The core  business  of the  Company  is  historically  seasonal  due to the
harvest seasons in North America and Europe. The Company's machinery tends to be
purchased in anticipation  of the next harvest  season,  so most of the sales of
machinery  occur in the spring and summer.  This  requires  the Company to carry
significant  amounts  of  inventory  to  meet  rapid  delivery  requirements  of
customers.  Bag sales  tend to occur as the  harvest  season  approaches  in the
summer, and during the harvest season in the fall.













                                       9
<PAGE>
     Approximately 95% of the Company's business is concentrated in the Northern
Hemisphere  resulting in between 66-75% of the Company's revenue being generated
during the  spring  and  summer  (2nd and 3rd  Quarters).  The  following  table
outlines the percentage of revenue over the past three years by quarter:

         Quarter               1996              1997*             1998
         -------               ----              ----              ----
         1st                   17%               14%               17%
         2nd                   30%               40%               35%
         3rd                   36%               35%               35%
         4th                   17%               11%               13%

* In addition to seasonal  factors,  revenues which normally would have occurred
in the first quarter of 1997 were not earned until the second quarter due to the
delay  in the  start up of the  Company's  new  production  facility  in  Blair,
Nebraska.


         Sales  for  the  quarter  ended  June  30,  1999  increased  10.97%  to
$10,790,073  compared to $9,723,185  for the quarter ended June 30, 1998.  Sales
for the  six-month  period ended June 30, 1999  increased  7.19% to  $15,535,665
compared to $14,493,481 for the six-month  period ended June 30, 1998. Sales for
the quarter and six month  period ended June 30, 1999 were up as a result of the
slightly higher U.S. BFP (Basic Formula Price) for milk over the first quarter's
sharp decline in BFP. In addition, continued low supplemental feed costs (grain)
have spurred capital expenditures for machinery and equipment. Recent university
research  articles  published on the benefits of bagging over the use of bunkers
continued  to help  increase  sales,  as farmers are  realizing  the benefits of
bagging their feed instead of storing it in bunkers or silos.  Machine sales for
the second  quarter were up over 28% compared to the second  quarter of 1998 and
bag sales were up 8% over the same  quarter of last year.  Machine and bag sales
for the six-month period were up over 13% compared to the same period in 1998.

         The Company  sells its  product  primarily  through a worldwide  dealer
network, however, some sales are made directly to large volume customers because
a dealer is not present in the  customer's  geographic  market.  For each of the
last 2 years,  the Company  estimates  direct  sales at between  30-33% of total
sales and the  Company  expects  this  historical  sales mix to  continue in the
future.  The gross margin  realized on the Company's  direct sales are typically
within 2 to 3 percent of those  sales  realized  through  the  Company's  dealer
network.  However, various economic, volume and market factors in the geographic
area impact the ultimate margin.

         Gross profit from sales for the quarter  ended June 30, 1999  increased
5.06% to $2,791,398  compared to $2,656,949  for the quarter ended June 30, 1998
due to increased sales volumes. Gross profit from sales for the six-month period
ended  June 30,  1999 was flat at  $3,835,971  compared  to  $3,827,573  for the
six-month  period  ended June 30, 1998.  Gross  profit as a percentage  of sales
declined for the

                                       10
<PAGE>
quarter and six-month period ended June 30, 1999 compared to the same periods in
1998.  The decline  resulted from lower  margins on bags in certain  geographic,
highly competitive,  volume areas of the U.S. market during the first six months
of 1999  compared to 1998.  The decline was also the result of lower  margins on
machines during the first quarter of 1999 which were offset by slightly improved
margins on  machinery  due to  production  efficiencies  being  realized  on the
seasonal machine production ramp-up during the second quarter of 1999.

         Selling expenses for the quarter ended June 30, 1999 increased 9.25% to
$865,583  compared to  $792,305  for the quarter  ended June 30,  1998.  Selling
expenses  for the  six-month  period  ended June 30,  1999  increased  11.66% to
$1,619,155  compared to $1,450,021 for the six-month period ended June 30, 1998.
The  increase for the quarter and  six-month  period was the result of increased
sales  personnel  costs,  commissions  and related  benefits  from higher  sales
volumes, coupled with increased travel and meeting expenses.

         Administrative  expenses for the quarter ended June 30, 1999  increased
13.72% to  $707,218  compared to $621,888  for the period  ended June 30,  1998.
Administrative  expenses for the six-month  period ended June 30, 1999 increased
24.59% to $1,295,434  compared to $1,039,790 for the six-month period ended June
30, 1998.  The increase for the quarter and  six-month  period was the result of
increased  general and  administrative  operating  overhead  coupled with higher
professional fees relating to ongoing litigation.

         Research and  development  expenses for the quarter ended June 30, 1999
increased  275.69% to $74,918 compared to $19,941 for the quarter ended June 30,
1998. Research and development  expenses for the six-month period ended June 30,
1999 increased  109.66% to $98,404  compared to $46,934 for the six-month period
ended June 30, 1998.  The increase for the quarter and six-month  period was the
result of  increased  research  costs  related to new  silage and  environmental
machine  development,  coupled with new silage and nutritional studies of bagged
feed and their effects on animal production.

         Interest  expense for the quarter ended June 30, 1999 decreased  19.55%
to $108,349  compared to $134,674 for the period  ended June 30, 1998.  Interest
expense  for the  six-month  period  ended  June 30,  1999  decreased  32.05% to
$158,942  compared to $233,918 for the six-month period ended June 30, 1998. The
decrease  for the  quarter  and six- month  period was the result of the Company
utilizing  a  smaller  portion  of  its  credit   facilities  due  to  increased
collections of accounts receivable.

         Net income for the  quarter  ended June 30,  1999  decreased  13.02% to
$666,547 compared to $766,304 for the period ended June 30, 1998. Net income for
the six-month period ended June 30, 1999 decreased  38.52% to $486,464  compared
to $791,307 for the six-month  period ended June 30, 1998.  The decrease for the
quarter was the result of lower bag margins in certain high volume areas coupled
with  increased

                                       11
<PAGE>
selling and  administrative  expenses,  which were  offset by slightly  improved
machine margins and lower interest costs.  The decrease for the six-month period
was the  result of the above  mentioned  factors,  coupled  with  lower  machine
margins and volume during the first  quarter  caused by the sharp decline in the
U.S. BFP (Basic Formula Price) for milk.

Year 2000
- ---------

         The Year 2000 issue exists because many computer programs use two digit
date fields to define the  applicable  year rather than four digit date  fields.
Because of this,  computer  equipment  and  software  (sometimes  referred to as
"information   technology"  or  "IT")  and  devices  with  embedded   technology
(sometimes referred to as "non-IT") that are time-sensitive may recognize a date
using "00" as the year 1900  rather than the year 2000.  This could  result in a
system failure or miscalculations causing disruptions of operations,  including,
among other things,  production delays or breakdowns,  a temporary  inability to
process  transactions,  send  invoices,  or  engage  in  other  normal  business
activity.  Incomplete  or  untimely  resolution  of the Year  2000  issue by the
Company  or  important  suppliers  or  customers  of the  Company  could  have a
materially  adverse  effect on the Company's  business,  financial  condition or
results of operations.

The Company's  approach to the Year 2000 issue is discussed below. In discussing
the Year 2000 issue,  the Company  necessarily  makes  certain  forward  looking
statements.  There can be no  assurance  that  actual  results  will not  differ
materially  from the projections  contained in the forward  looking  statements.
Factors which may cause actual results to differ materially include, but are not
limited to:

o  failure of Company  personnel and outside  consultants to properly assess and
   address the Company's Year 2000 issues,

o  inaccurate or incomplete responses to questionnaires sent to third parties or
   inaccurate disclosure by third parties regarding the Year 2000 issue,

o  failure to address the Year 2000 issue with all  vendors,  including  utility
   vendors, and customers,

o  infrastructure  failures,  such as disruptions in the supply of  electricity,
   gas, water or communications  services,  or major  institutions,  such as the
   government and banking systems, and

o  failure of the  Company to  accurately  predict the costs to address the Year
   2000 issue or the lost revenues  related to  interruption in the Company's or
   its customers' businesses.

State of Readiness.  The Company, in conjunction with outside  consultants,  has
made an  assessment  of the  effect of the Year 2000  issue on its IT and non-IT
systems.  The Company has  identified  certain  modifications  to its IT systems
which are  necessary  to address  the Year 2000 issue and has fully  implemented
those

                                       12
<PAGE>
modifications.  The Company has determined there are no necessary  modifications
to its  non-IT  systems.  Based on this  assessment  and  implementation  of the
modifications  discussed  above,  the Company believes its IT systems and non-IT
systems will properly recognize calendar dates beginning in the year 2000.

In addition, the Company has evaluated, through conversations and questionnaires
sent to its  critical  vendors  and  customers,  the IT  systems  of most of its
outside  vendors and  customers.  The Company has not  evaluated its vendors and
customers non-IT systems.  The Company has received responses from approximately
95% of its vendors and 90% of its customers. The Company has, however,  received
replies  from  what  the  Company  considers  to be  its  critical  vendors  and
customers. Based on the responses received to date, the Company does not believe
the Year 2000 issue will have a material adverse effect.

Costs to Address Year 2000 Issue.  To date,  the Company has  incurred  costs of
approximately  $40,000 and the Company  estimates  its total cost to become Year
2000 compliant will be approximately $45,000.  Accordingly,  the Company expects
the  costs to  address  the Year 2000  issue  will not have a  material  adverse
financial impact on the Company's  financial condition or results of operations.
However,  there can be no assurance that  additional  remediation and costs will
not be identified,  especially since the Company has not received responses from
all third parties.

Risks of the Company's Year 2000 Issue.  The most  reasonably  likely worst case
scenario for the Company would involve an extended shutdown in production and/or
lost revenue caused by interruption in the Company's customers' businesses.  The
Company  is unable to  quantify  the  effect of such a  scenario.  However,  the
Company has identified  its critical  vendors and customers and does not believe
that any such vendors or customers  represent a  significant  risk. In addition,
the first month of the fiscal year is not a critical production period or period
of  customer  demand and  therefore  the  Company  believes  it would be able to
recover from a temporary  interruption  without a material adverse effect on the
Company's operations.

Company's  Contingency Plan. Based on the Company's  assessment of the Year 2000
issue,  the  Company  has not  developed  and  does  not  intend  to  develop  a
contingency plan to address the reasonably likely worst case scenario.






                                       13

<PAGE>
Liquidity and Capital Resources
- -------------------------------

     The  seasonal  nature of the  northern  hemisphere  farming  industry,  the
production  time for  equipment  and the time  required to prepare  bags for use
requires  the  Company  to  package  and carry  high  inventories  to meet rapid
delivery  requirements.  In particular,  the Company must maintain a significant
level of bags  during  the  spring  and early  summer to meet the sales  demands
during the harvest season.  The Company uses working capital and trade credit to
increase its inventory so that it has sufficient inventory available to meet its
sales demands through the spring and summer months.

     The Company  relies on its  suppliers to provide trade credit to enable the
Company to build its inventory. The Company's suppliers have provided sufficient
trade  credit  to meet the  demand  to date and  management  believes  this will
continue.  No assurance  can be given that  suppliers  will  continue to provide
sufficient trade credit in the future.

     Accounts receivable decreased 22.56% as of June 30, 1999 to $4,650,025 from
the June 30, 1998 level of $6,004,442.  The decrease in accounts  receivable was
the result of strong collections during the quarter.

     Inventory  at June 30, 1999 was  $7,893,077,  which was 34.43%  higher than
inventory at June 30, 1998 of  $5,871,385.  The  increase in inventory  resulted
from  increased  production  during the  quarter  in order to meet the  seasonal
backlog and new seasonal ordering programs.

     Other  current  assets at June 30, 1999  increased to $770,517  compared to
$349,166 at June 30, 1998. The increase was the result of increased deposits and
current deferred taxes.

     Intangible assets at June 30, 1999 decreased to $45,224 compared to $92,199
at  June  30,  1998.   The  decrease  was  the  result  the  of  the   Company's
implementation  of  SOP  (Statement  of  Position)  98-5  requiring  unamortized
start-up  costs to be  written-off  at December  31,  1998,  coupled with normal
amortization expense for the quarter.

     The  Company  has a  domestic  operating  line of  credit  with a limit  of
$5,000,000,  secured by accounts receivable and inventory.  As of June 30, 1999,
$2,191,674 had been drawn under the credit line. Management believes that, along
with funds generated from  operations and its operating line of credit,  it will
be able to meet the Company's cash requirements through 1999.




                                       14
<PAGE>
                           PART II - OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders.

     (a) An Annual Meeting of Stockholders was held on June 7, 1999.

     (b) Michael W.  Foster and Stan  Vinson were  elected as  directors  of the
         Company.  Michael B. Leahy,  Arthur P.  Schuette,  Rolf E.  Soderstrom,
         Larry R. Inman,  Lemuel E. Cunningham and Robert N. Thurston  continued
         as directors of the Company after the Annual Meeting of Stockholders.

     (c) The only matter voted upon at the Annual  Meeting of  Stockholders  was
         the election of Michael W. Foster and Stan  Vinson.  The results of the
         election were as follows:

                             Votes
                          Against or                   Broker
   Nominee     Votes For   Withheld    Abstentions    Nonvotes
   -------     ---------   --------    -----------    --------
Michael W.     8,599,968      0        210,620           0
 Foster
Stan Vinson    8,599,768      0        210,820           0


     (d) None.


Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibit 27, Financial Data Schedule (Edgar Only)

     (b) No  reports on Form 8-K were filed by the  Company  during the  quarter
         ended June 30, 1999.










                                       15
<PAGE>
                           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.


                             AG-BAG INTERNATIONAL LIMITED,
                             a Delaware corporation
                                 (Registrant)



Date: July 20, 1999          By: /s/ Michael R. Wallis
                                 ----------------------
                                 Michael R. Wallis
                                 Chief Financial Officer and
                                 Vice President, Finance




















                                       16

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
                               This    schedule    contains    summary
                               financial  information  extracted  from
                               the  Company's  report on Form 10-Q for
                               the period ended June 30, 1999,  and is
                               qualified  in its entirety by reference
                               to such financial information.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-END>                    JUN-30-1999
<CASH>                                                  0
<SECURITIES>                                          656
<RECEIVABLES>                                   4,933,024
<ALLOWANCES>                                      282,999
<INVENTORY>                                     7,893,077
<CURRENT-ASSETS>                               13,314,275
<PP&E>                                          8,177,248
<DEPRECIATION>                                  4,182,577
<TOTAL-ASSETS>                                 17,846,586
<CURRENT-LIABILITIES>                           6,318,979
<BONDS>                                         2,033,194
                                   0
                                       696,000
<COMMON>                                          120,619
<OTHER-SE>                                      8,677,794
<TOTAL-LIABILITY-AND-EQUITY>                   17,846,586
<SALES>                                        15,535,665
<TOTAL-REVENUES>                               15,649,093
<CGS>                                          11,699,694
<TOTAL-COSTS>                                  14,614,283
<OTHER-EXPENSES>                                   98,404
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                158,942
<INCOME-PRETAX>                                   777,464
<INCOME-TAX>                                      291,000
<INCOME-CONTINUING>                               486,464
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      486,464
<EPS-BASIC>                                         .04
<EPS-DILUTED>                                         .04


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission