<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Commission file number 0-17756
Consulier Engineering, Inc.
- -------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Florida 59-2556878
- ---------------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
169 Tequesta Drive, Suite 31E
Tequesta, FL 33469
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(407) 745-9149
- -------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
----- -----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ x ]
---
The Issuer's revenues for the fiscal year ended December 31, 1995 totaled
$2,701,259.
As of March 22, 1996 the aggregate market value of the Issuer's voting stock
held by non-affiliates of the Issuer (639,600 shares of common stock) was
approximately $1,918,800. Such aggregate market value is estimated and
determined solely for the purposes of this calculation. Directors, executive
officers and persons whom the Issuer believes are beneficial owners of 10% or
more of the outstanding common stock of the Issuer are treated as affiliates
for these purposes. Such a determination is not necessarily appropriate for
any other purpose.
As of March 22, 1996, the number of shares outstanding of the Issuer's common
stock was 2,501,717.
1
<PAGE> 2
CONSULIER ENGINEERING, INC.
1995 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I Page
------ ----
<S> <C> <C>
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II
-------
Item 5. Market for Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART III
--------
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a)
of the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 11. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 12. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>
2
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Consulier Engineering, Inc. ("Consulier") was incorporated in June 1985 in
Florida. Its principal businesses are the distribution of automobile and truck
parts in the automotive and truck after-market, the development of advanced
engineering products, and investment activities. The automobile and truck
parts distribution business is conducted through a wholly-owned subsidiary,
Southeast Automotive Acquisition Corporation ("Southeast"), which is based in
Miami, Florida. Consulier's Corporate headquarters are located in Tequesta,
Florida.
From inception until March 31, 1990, Consulier was engaged in research and
development and manufacturing activities relating to a high performance sports
car, the Consulier GTP. These operations were not profitable. In April 1990,
Consulier sold this business at net book value to Mosler Auto Care Center, Inc.
("MACC"), a corporation wholly owned by Warren B. Mosler ("Mosler"),
Consulier's Chairman and majority stockholder. Consulier retained the right to
repurchase this business at fair value for a five year period. On October 31,
1993, MACC sold the business for restricted stock and production royalty
rights. In exchange for waiving its repurchase option, Consulier was granted
an option to purchase the restricted stock, and receive all royalty payments
(see "Description of Business Segments" - "Discontinued Automobile
Manufacturing Segment").
On April 1, 1990, Consulier purchased a $3,000,000 limited partnership interest
in Adams, Viner & Mosler, Ltd. ("AVM"), a government securities broker/dealer
located in West Palm Beach, Florida. This purchase was financed through a
$3,000,000 loan from Mosler, who was a founder of AVM, and is a general partner
of AVM Associates, the general partner of AVM.
Consulier acquired Southeast Automotive Parts, Inc. of Dade ("Southeast
Automotive") on April 1, 1991 through a merger of Southeast Automotive into
Southeast Acquisition Corp ("Southeast"). Prior to this acquisition, Southeast
Automotive was 50% owned by Mosler.
DESCRIPTION OF BUSINESS SEGMENTS
(1) AUTOMOTIVE AND TRUCK PARTS DISTRIBUTION
BACKGROUND
Southeast is located in Miami, Florida. It is engaged in research and
development, manufacturing and distribution to the automotive and truck
wholesale markets.
3
<PAGE> 4
PRODUCTS
Southeast's primary products are transmission, engine and torque strut mounts.
The Company sells approximately one hundred and eighty-five different
after-market mounts for domestic and imported vehicles. Thirty-five new
products were developed in 1995, and an additional forty to fifty new products
are planned for development in 1996. Development efforts are directed towards
developing mount or strut products which replace two or more original equipment
products. For example, the Southeast 2000 mount replaces nine existing General
Motors' mounts used in eighty-five percent of GM's rear wheel drive vehicles
produced from 1954 to 1994.
Other products include over one hundred sixty automotive flywheels and
flexplates, specialty tools and bushings for transmission repair, automotive
springs, speedometer gears, accelerator detente and clutch cables, linkage
parts, thrust washers, electrical connector plugs and sensor switches,
specialty machine shop products and over fifty plastic parts related to
transmissions. Southeast is also developing foreign flywheel applications, and
is beginning to manufacture aluminum parts for transmission and other
automotive applications using three and four axis CNC machining.
Mounts are imported from one primary source and are manufactured to Southeast's
specifications, which meet or exceed original equipment specifications. Due to
shipping schedules, Southeast attempts to maintain a three months supply of
mounts in inventory to fully service customers.
Flywheels are purchased from American sources, and therefore quantities held in
inventory are maintained at minimum levels. The specialty tools for
transmission repair are manufactured by Southeast at its Miami facilities.
Other products are purchased from a variety of domestic and foreign sources, or
are manufactured by Southeast.
Southeast's mount supplier increased prices by approximately 10% early in 1995.
This represents the first such price increase in seven years. Other prices
have remained fairly constant during 1995 and management does not anticipate
any other significant price increases in 1996.
SALES AND MARKETING
Automotive parts are distributed primarily to specialty transmission parts
distributors located throughout the United States and in several foreign
countries. Southeast competes with other importer/distributors and original
equipment manufacturers and estimates that it has approximately 30% of the
automatic transmission mount after-market and 4-5% of the general automotive
mount market.
In the sale of its automotive parts products, Southeast competes with a number
of other automotive after-market suppliers, many of which are larger than
Southeast in terms of sales, financial resources, product development
facilities and channels of distribution. The sale of automotive parts is
extremely competitive, with prices and warranty provisions comparable
throughout the industry. Management believes it can compete profitably in
various product niches. As of March 26, 1996, Southeast had approximately
$350,000 in sales backlog.
4
<PAGE> 5
Southeast completed the development of a new 120 page mount catalog for
distributors in March 1995. Distributors are now able to provide this catalog
to their customers under their name. Part numbers have been simplified and to
the extent possible made generic.
RESEARCH AND DEVELOPMENT EXPENDITURES
Product development costs for Southeast's transmission mounts are being funded
primarily by the supplier. Approximately $30,000 per year is spent on tooling
for plastic parts. Other research and development expenditures, including
design of specialty tools, are not significant.
EMPLOYEES
Southeast has twelve employees. Four employees are involved in manufacturing,
two in shipping and receiving, and six in marketing and administration.
2) INVESTMENTS SEGMENT
INVESTMENT IN ADAMS, VINER & MOSLER, LTD.
In April 1990, the Board of Directors of Consulier approved a resolution
authorizing a $3,000,000 loan from Mosler and the simultaneous reinvestment of
the entire proceeds of the loan in a limited partnership interest in Adams,
Viner & Mosler, Ltd. ("AVM"). The loan and limited partnership investment
transactions were made effective April 1, 1990. The loan was reduced during
1990 and 1991 and fully retired during 1992.
AVM, a broker/dealer in U.S. Government securities formed in October 1983, is
an Illinois limited partnership located in West Palm Beach, Florida. AVM is
registered with the Commodity Futures Trading Commission as a Futures
Commission Merchant (FCM) and conducts its FCM business with other
broker/dealers on a fully disclosed basis. AVM is also registered as a
broker/dealer with the Securities and Exchange Commission, and is a member of
the National Association of Securities Dealers, Inc. The firm is generally
engaged in the brokerage of U.S. Government securities, other fixed income
instruments, and arbitrage transactions and presently employs 36 people in
addition to the three general partners of its general partner. Mosler is one
of the founders of AVM and is a general partner of the general partner of AVM.
As of December 31, 1995 and 1994, Consulier's limited partnership interest
represents approximately 15.4% and 17.0% of AVM's total partnership capital.
Allocation of the partnership's income to its partners varies based on amounts
of appreciation of the partnership's assets and operating profits of the
partnership. Based on earnings distributions provided in the partnership
agreement, Consulier was allocated approximately 8% of AVM's earnings during
1995, and 9% of earnings during 1994.
Under the partnership agreement, Consulier may withdraw all or any portion of
its capital account upon thirty days written notice. AVM's general partner may
also cause withdrawal of Consulier
5
<PAGE> 6
from the partnership, with 30 day written notice, through payment of the
balance of Consulier's capital account.
(3) CORPORATE SEGMENT
GENERAL
Consulier's Corporate segment includes Corporate management and finance
activities as well as a developing engineering products business, a newly
formed consulting business, and a small leasing business. It formerly included
a high performance engine repair and overhaul business which was discontinued
in March 1994.
CORPORATE EMPLOYEES
As of December 31, 1995, the Corporate segment of Consulier's business has six
employees engaged in marketing, engineering, management and finance activities,
and four product development engineers retained for different engineering
projects on a consulting basis.
(3)a ENGINEERING PRODUCTS
BACKGROUND
Most of Consulier's patents and engineering technology were developed by a
former employee, James Shaffer, who left the Company in September 1992. In May
1994, Consulier hired George E. Mount as President and Chief Executive Officer
to develop a program to bring to market products based on this and other
technology. After directing Consulier's development programs for a year and a
half Mr. Mount resigned his position at Consulier in February 1996 to pursue
other opportunities.
Consulier currently has four patented products under active development. They
are : 1) a torque multiplying device, 2) the "Hyper-Roll" ball screw, 3) the
"Tiger Tail" (TM) pocket winch, and 4) the "Consulier Actuator Motor."
Management hopes that these and other Consulier patents can be developed into
product lines which will deliver significant returns to Consulier and its
investors.
STAGE OF DEVELOPMENT
As of December 31, 1995, the engineering product segment of Consulier has been
engaged in research and development of a variety of automotive and industrial
products. Twelve U.S. Patent Letters and/or Notice of Allowance of Patent have
been received with three other patent applications filed and almost twenty
other products in varying stages of development. Research and development
costs are expensed as incurred. Patent costs are capitalized and amortized
over five years.
6
<PAGE> 7
Consulier incurred direct research and development costs, including product
development and patent amortization, totaling $317,061 and $193,709 in 1995 and
1994, respectively.
PRODUCTS
Products under development have a wide variety of consumer uses and industrial
applications. They generally involve motion transfer and torque
multiplication, and incorporate new mechanical wave technologies. Consulier's
mechanical wave concepts involve a modification of traditional gearing
mechanisms which substantially improve efficiency, speed, durability and are
inexpensive to produce.
Consulier has developed a torque multiplying device as a low cost, compact tool
for use in loosening automobile lug nuts. This consumer oriented tool is
designed to fit a variety of lug nut and wheel sizes, and is small enough to
hold in one hand. During tests the device has loosened a lug nut tightened to
175 foot pounds (which most individuals could not remove with a standard lug
wrench). This tool multiplies one's strength by almost a six to one torque
ratio. In 1993, a licensing agreement was signed with Florida Pneumatic
Manufacturing Corporation ("FP") of Jupiter, Florida. This agreement was
suspended in April 1995 pending further refinement of the product. Consulier
is presently refining its design in an effort to reduce product cost and
improve its appearance.
The design of the "Tiger Tail" (TM) pocket winch closely parallels the torque
multiplying device in that it employs the same mechanical wave gear technology.
The winch is small enough to fit in a standard sized tool box, and is designed
to lift in excess of 600 pounds. In 1993 a licensing agreement was also signed
with FP. This agreement was also suspended in 1995 pending further refinement
of the product to reduce costs.
Consulier's "Hyper-Roll" ball screw utilizes a unique ball circulating system
with no return tubes or jogs in the nut raceways. The balls move inside a
closed circular course directly on the thread surfaces. This action results in
a high-speed, efficient and durable product which can potentially be
manufactured at a low cost. The ball screw should have many industrial
applications, particularly in the area of high speed linear control.
In March 1995, Consulier received a Notice of Allowance of Patent from the U.S.
patent office for the "Consulier Actuator Motor". This potential product is a
variable speed, variable torque, electric actuator with electronic control
which can be used in many applications. The motor can be locked in less than
one degree increments with reduced current draw and without the oscillation
(spring effect) inherent in existing stepper motors. This design eliminates
the need for gear reducers, brakes, clutches and anti back-drive units.
Potential applications for this product include electric motor power steering,
industrial controls and positioning equipment.
7
<PAGE> 8
ENGINEERING PRODUCTS SALES AND MARKETING ACTIVITIES
Sales and marketing activities of the engineering products are currently being
performed by one employee primarily through direct marketing efforts.
Consulier is attempting to establish licensing agreements with various
companies to generate royalty revenues. As the different products near
commercial marketability, Consulier intends to commit additional personnel and
resources to its sales and marketing effort.
(3)b CONSULTING ACTIVITIES
BACKGROUND
During the fourth quarter of 1994, Consulier established a consulting division
utilizing product development engineers to provide engineering and drafting
services to outside clients. To date these activities have not been
profitable. Consulier is not actively pursuing consulting work at the present
time.
(3)c CONSULIER BUSINESS SERVICES, INC.
Consulier Business Services, Inc. is a wholly owned subsidiary involved in the
leasing of four vehicles and various machinery and equipment previously used in
the engine repair and overhaul business (see (3)d below). Assets and revenues
are not material, and the business is operated by Corporate staff.
(3)d DISCONTINUED AUTOMOBILE MANUFACTURING SEGMENT
Although Consulier was founded as an automobile manufacturer, management
recognized that the development of an effective automotive sales and marketing
program required a much longer period of time than originally anticipated. In
view of projected capital requirements, management considered it imprudent to
continue to commit a majority of Consulier's resources to the long-range
operating needs of its automobile manufacturing business segment. Accordingly,
in March 1990, the Board of Directors approved a sale of the automobile
business to MACC, with Consulier retaining a five year option to repurchase the
business. The sale price of $750,000 resulted in no gain or loss to Consulier.
On October 31, 1993 MACC sold the automobile business to U.S. Electricar, Inc.
("Electricar") of Santa Rosa, California in exchange for 1,000,000 shares of
Electricar restricted common stock, and production royalties payable over a
fifteen year period. MACC retained the right to produce special order GTP cars
and WSC (World Sports Car) class race cars.
At the time of the sale, Consulier held an option to repurchase the car
business at net book value. In exchange for waiving this purchase option, MACC
granted Consulier the right to purchase the 1,000,000 shares of Electricar
restricted stock at a price of $.50 per share. Consulier will also receive all
royalty payments arising out of the sale which are based upon production of
composite
8
<PAGE> 9
vehicles by Electricar. U.S. Electricar is currently under reorganization. No
royalty payments have been received to date.
ITEM 2. DESCRIPTION OF PROPERTY
Consulier occupies approximately 2,250 square feet in a building owned by AVM
Properties Ltd. ("Properties"), a Mosler affiliate, located at 169 Tequesta
Drive; Tequesta, Florida. The space is leased month-to-month with a monthly
rental of $1,987.
Southeast leases two warehouse units of a building in Miami, month-to-month, at
a cost of $2,700 per month. One unit of approximately 3,200 square feet houses
Southeast's tool manufacturing operations. The remaining unit of approximately
10,000 square feet consists of warehouse space for Southeast's automotive
distribution business and offices for its financial and administrative
personnel.
Consulier's facilities are believed to be suitable for present requirements and
anticipated future uses.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Consulier did not submit any matters to its shareholders for a vote during the
fourth quarter of the year ended December 31, 1995.
9
<PAGE> 10
PART II
ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICE AND DIVIDENDS
Consulier's common stock trades on The Nasdaq SmallCap MarketSM tier of The
Nasdaq Stock Market(SM) under the symbol CSLR. The following table sets forth,
for the periods indicated, the high and low bid prices for Consulier's common
stock as reported by NASDAQ.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1994:
First quarter $4.6875 $3.4375
Second quarter 3.4375 2.8125
Third quarter 3.1250 2.8125
Fourth quarter 2.8125 2.5000
YEAR ENDED DECEMBER 31, 1995:
First quarter $2.9375 $2.125
Second quarter 2.750 2.375
Third quarter 2.875 2.750
Fourth quarter 3.625 2.625
</TABLE>
The above prices have been adjusted for a one-for-ten reverse stock split
approved by Consulier shareholders on January 31, 1995, effective February 1,
1995 (see Financial Statements, Note 1 - Per Share Data).
As of March 24, 1996, there were approximately 750 record holders of
Consulier's common stock. To date, Consulier has not paid dividends on its
common stock. Because of the financial requirements of the company, the Board
of Directors has no current intention to commence paying dividends. Future
dividend policy will depend upon Consulier's profitability, capital
requirements and other factors.
NASDAQ LISTING
Consulier's common stock is listed on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") and has been traded on NASDAQ
since Consulier's initial public offering in May 1989. Effective March 2,
1992, NASDAQ changed its listing maintenance requirements, increasing the
minimum total assets from $750,000 to $2,000,000 and minimum net worth from
$375,000 to $1,000,000. Further, NASDAQ established a requirement of a minimum
bid price of $1.00 in order to maintain a national listing. If the $1.00 bid
price is not met, an exemption is allowed if a company maintains at least
$1,000,000 of public float and has at least $2,000,000 of capital and surplus.
At December 31, 1994, Consulier qualified under this
10
<PAGE> 11
exemption. Given the one-for-ten reverse stock split approved by shareholders
on January 31, 1995, Consulier no longer needs to qualify under this exemption.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
AUTOMOTIVE PARTS DISTRIBUTION - Net sales of the Company's Southeast automotive
parts distribution segment represent 97.7% of Consulier's net sales in 1995 and
95.0% of net sales in 1994. This segment's sales increased 42% to a record
$2,588,000 after increasing 20% to $1,825,000 in 1994 (the previous record).
Furthermore, drop shipments of mounts and other products directly from its
supplier to selected customers resulted in commission income of $52,000 in 1995
and $116,000 in 1994. The 1994-95 increases in sales are attributable to the
upgrading of product lines through the addition of mounts for newer vehicles,
the broadening of the company's line of flywheels and plastic parts, changes in
price structure for mounts, and the general improvement in economic conditions.
Although the customer base has remained fairly constant, Southeast also
benefited from competitor restructuring which reduced competition in the
flywheel after-market.
The distribution segment experienced operating profits of $395,200 in 1995 and
$195,800 in 1994 (both records). Gross profit on sales was 37.5% in 1995 and
35.0% in 1994. The 1995 improvement in operating profit was due to the 42%
increase in sales and the improved gross profit percentage offset in part by
increased Selling, General & Administrative expense and the decline in
commission income. Selling, general and administrative expenses increased by
$66,000 or 12% in 1995. Segment pretax income increased to a record $358,500
in 1995, bettering the 1994 prior record of $198,300 by 80%. Management
expects continued improvement in this segment in 1996.
CORPORATE RESEARCH AND DEVELOPMENT - During 1995 Consulier direct expenditures
on research and development totaled $317,061. This represents an increase of
64% over 1994 direct expenditures of $193,709. Management views expenditures
as an investment in Consulier's future, and hopes to begin bringing products to
market in 1996.
INVESTMENT IN AVM - Investment income from Consulier's AVM limited partnership
interest was $1,927,218 in 1995, a 12% increase over 1994 income of
$1,723,302. This represents annualized returns of 84.1% and 75.2%,
respectively, on Consulier's average investment during each year.
CONSOLIDATED OPERATING RESULTS - Consulier's consolidated net income for the
year ended December 31, 1995 was $942,403, or $.35 per share compared to
$858,472, or $.34 per share for 1994. These net income figures have been
adjusted for the one-for-ten reverse stock split effective February 1, 1995.
The income for 1995 and 1994 is attributable primarily to investment and
interest income, net of related interest expense, and to the continued record
operating performance of the Automotive Parts Distribution segment offset by
increased spending on
11
<PAGE> 12
research and development. Investment and interest income results from
Consulier's limited partnership interest in AVM and interest income on
promissory notes (see item 12). During the years ended December 31, 1995 and
1994, investment and other income totaled $2,118,000 and $1,806,000,
respectively, offset by operating losses of $590,000 in 1995 and $449,000 in
1994. These operating losses are due to continued spending on research and
development, and due to Corporate overhead.
PROSPECTS FOR 1996
Based on AVM's current operations and operating results over the past five
years, management expects continued good returns in 1996 on Consulier's limited
partnership investment. However, there is no guarantee that the returns of
84.1% and 75.2% in 1995 and 1994 respectively can be maintained. Sales in the
automotive parts distribution segment should continue to improve in 1996 due to
the introduction of new products and the strengthening of existing product
lines. Research and development expenditures are expected to continue at
current levels. No other significant fluctuations in costs or expenses are
anticipated in 1996.
Consulier will continue in its efforts to expose its engineering products and
technology to manufacturers as well as distributors. Management has developed
improved models of both the "torque multiplying device" and the "Tiger Tail"
(TM) pocket winch which it hopes to market in 1996. Development efforts
continue on the "Consulier Actuator Motor" and the "Hyper-Roll" ball screw, as
well as on an improved intake engine valve which Mosler has patented and which
the Company has an option to purchase at Mosler's cost of development.
LIQUIDITY AND CAPITAL RESOURCES
Consulier's cash and cash equivalents decreased $744,000 between years. During
the year the company retired $1,000,000 in long term debt. Net cash used in
operations increased $686,000 from $597,000 in 1994 to $1,283,000 in 1995.
This was primarily due to an increase in inventories of $81,000 during 1995 as
compared to an inventory decline of $149,000 in 1994, and due to a reduction in
taxes payable of $216,000 in 1995 compared to a decline of $129,000 in 1994.
The tax differences were principally due to the timing of tax payments.
Consulier does not anticipate any major capital expenditures in 1996.
Management believes that a positive cash flow will continue through at least
December 31, 1996, assuming continued interest income on the promissory notes
from Mosler and positive cash flow generated by Consulier's investment in AVM.
Continued positive cash flow may be used to continue reducing indebtedness, or
to invest in other business opportunities. During January 1996 Consulier
invested $100,000 in The High Risk Fund, a limited partnership formed to invest
in Russian treasury securities.
The ability of Consulier to continue to generate cash flow in excess of its
normal operating requirements depends almost entirely on the performance of its
limited partnership investment in AVM. Consulier cannot, with any degree of
assurance, predict whether there will be a
12
<PAGE> 13
continuation of the net return experienced in the period the limited
partnership interest has been owned. However, Consulier does not expect that
the rate of return will decline to the point where Consulier has negative cash
flow. Furthermore, although AVM has given Consulier no indication of any
intention on its part to request withdrawal of the partnership interest, there
can be no assurance that AVM will not make such a request sometime in the
future.
IMPACT OF INFLATION AND CHANGING PRICES
Management does not consider the impact of inflation on Consulier's operations
to be material. The operating segments of its businesses have inventories of
approximately $650,000 as of December 31, 1995. Considering the dollar value
of inventory and the gross profit margins generated by sales, moderate rates of
inflation should have little, if any, effect on the business. Product
development expenditures may continue at present levels, but such expenditures
should not be significantly affected by inflation. Interest rates on bond
indebtedness are fixed and, therefore, are not impacted by inflationary rate
increases, while rates on notes receivable are floating and should move with
inflation.
ITEM 7. FINANCIAL STATEMENTS
See index to Financial Statements in this report on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
<PAGE> 14
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS
<TABLE>
<CAPTION>
Positions and Offices Held
and Principal Occupation or
Director Other Employment during the
Name Age Since Past Five Years
- ---- --- ----- ---- ---- -----
<S> <C> <C> <C>
Warren B. 46 1985 Chairman of the Board, 1985 to present. President and
Mosler Chief Executive Officer, June 1985 to May 1994.
Principal in Adams, Viner & Mosler, Ltd., a
broker/dealer engaged in arbitrage and government
securities trading, 1983 to present.
Alan R. 45 1985 1982 to present, private practice of law, Boca Raton,
Simon, Esq. Florida.
Charles E. 71 1992 Project Engineer, Pratt & Whitney Aircraft, 1949 to
Spaeth 1990. Last position - responsible for directing product
design support functions in areas of structural analytical
methods, life prediction methods, mission definition
and component design verification.
Burck E. 65 1992 1991 to present, President, BG Consulting Group, Inc.
Grosse July 1987 to 1991, Senior Vice President, Lear Group,
Inc., general contracting firm. 1948 to 1987, General
Motors Corporation. Last position - General Director,
Technical Service; responsible for coordination of all
technical service functions for GM car and truck
divisions.
William R. 49 1992 1971 to present, First Federal of the Palm Beaches,
Locke currently Consumer Loan Officer and Coordinator of
Indirect Dealer Lending.
Richard N. 35 1995 1984 to 1989, floor trader at the Chicago Board of
Hornstrom Trade; 1989 to present, Vice President of Lutrell
Capital Management, a commodity trading advisor/
commodity pool operator located in Tampa, Florida.
</TABLE>
14
<PAGE> 15
No family relationships exist among the directors and officers of Consulier.
Messrs. Mosler and Simon have been directors since the inception of the
company.
EXECUTIVE OFFICERS
The principal occupation of each executive officer of Consulier is set forth
below. All of the executive officers are elected annually, or until their
successors have been duly elected.
Warren B. Mosler, 46, is the Chairman of the Board of Directors. Mosler has
served as Chairman since the inception of Consulier and as Chief Executive
Officer from inception to March 1989 and from August 1989 to May 1994. From
1983 to the present, Mosler has been a principal in Adams, Viner & Mosler,
Ltd., a broker/dealer engaged in arbitrage and government securities trading in
West Palm Beach, Florida.
George E. Mount, 56, is the President and Chief Executive Officer. Mr. Mount
was elected to these positions effective May 16, 1994. Prior to joining
Consulier Mr. Mount was a Senior Project Engineer at Pratt & Whitney Aircraft.
Mr. Mount resigned his positions with the company in February 1996. Mr.
Charles Spaeth, a member of the Board of Directors, is serving as acting
President and CEO pending the replacement of Mr. Mount.
Thomas G. Weber, 49, is Consulier's Vice President - Finance, Secretary,
Treasurer and Chief Financial Officer. He was elected to these offices in
January 1994. Prior to joining Consulier, Mr. Weber was employed by Adams,
Viner & Mosler, Ltd. from 1986 to 1994.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid to Consulier's
Chief Executive Officer and each of Consulier's other executive officers with
respect to the three years ended December 31, 1995:
<TABLE>
<CAPTION>
Long Term
Compensation
Annual - Number of
Name and Fiscal Compensation Options
Principal Position Year - Salary Granted
- ------------------- ---- ----------- ------------
<S> <C> <C> <C>
Warren B. Mosler 1995 $ 75,000 -
Chairman of the Board 1994 $ 75,000 -
1993 $ 75,000 -
George E. Mount 1995 $102,000 210,000(2)
President and Chief 1994 $102,000
</TABLE>
15
<PAGE> 16
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Executive Officer
Thomas G. Weber 1995 (1) -
Vice President 1994 (1) 5,000(3)
Secretary/Treasurer
Chief Financial Officer
David S. Mauroner 1993 (1) 5,000(3)
Vice President
Secretary Treasurer
Chief Financial Officer
Peter H. Magnuson 1994 (1) -
Vice President 1993 (1) -
</TABLE>
(1) Total annual salary and bonus was less than $100,000.
(2) The options were granted as part of an employment contract dated May 16,
1994. Strike prices range from $.10 to $20.00 per share. These options
expired upon the resignation of Mr. Mount in February 1996.
(3) The options were granted under Consulier's Tandem Stock Option Plan and
have a term of ten years and exercise prices of $4.50 to $5.00 per share.
Certain columns have been omitted from the above table because there is no
compensation required to be reported in such columns. All option grants and
strike prices appearing in this table and elsewhere in this Report have been
restated to retroactively adjust for a one-for-ten reverse stock split
effective February 1, 1995 (see Financial Statements, Note 1 - Per Share Data).
OPTION GRANTS TABLE
There were no stock options granted to named executive officers during 1995
requiring disclosure.
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning unexercised,
in-the-money stock options held by the Named Executive Officers as of the end
of the 1995 fiscal year. No stock options were exercised by any of the Named
Executive Officers during 1995. All options presented are exercisable.
However, since Mr. Mount left the employ of Consulier in February 1996, his
options are no longer excercisable.
16
<PAGE> 17
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
Name at 1995 Year-End at 1995 Year-End
---- ------------------ --------------------
<S> <C> <C>
Warren B. Mosler 3,510 $ 1,097
George E. Mount 5,000 13,563
</TABLE>
LONG-TERM INCENTIVE AND PENSION PLANS
Consulier does not have any long-term incentive or pension plans.
COMPENSATION OF DIRECTORS
Directors are compensated $100 for attendance at each Board of Directors'
meeting.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
Amount and Percent of
Title Nature of Class at
of Name and Address Beneficial December 31,
Class of Beneficial Owner Ownership 1995
- ---------- ------------------- ---------- ------------
<S> <C> <C> <C>
Common Warren B. Mosler 1,880,090 (1) 74.7%
Stock 483 S. Beach Road
Hobe Sound, FL 33455
Common George E. Mount 210,000 (2) 7.6%
Stock 170 River Drive
Tequesta, FL 33469
</TABLE>
(1) Includes stock options to acquire 3,510 shares of Consulier Common Stock.
(2) The options were granted as part of an employment contract dated May 16,
1994. Strike prices range from $.10 to $20.00 per share. They expired in
February 1996 upon the resignation of Mr. Mount.
17
<PAGE> 18
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following officers and directors of Consulier beneficially own the
indicated number of shares of Common Stock of Consulier as of December 31,
1995:
<TABLE>
<CAPTION>
Amount and Percent of
Title Nature of Class at
of Name and Address Beneficial December 31,
Class of Beneficial Owner Ownership 1995
- ----- ------------------- --------- ------------
<S> <C> <C> <C>
Common Warren B. Mosler 1,880,090 (1) 74.7%
Stock 483 S. Beach Road
Hobe Sound, FL 33455
Common George E. Mount 210,000 (4) 7.6%
Stock 170 River Drive
Tequesta, FL 33469
Common Alan R. Simon 120,000 (2) 4.8%
Stock 7777 Glades Rd., 204
Boca Raton, FL 33434
Common Richard N. Hornstrom 15,950 .6%
Stock 15607 Cochester Rd.
Tampa, Florida 33647
Common Burck E. Grosse 12,500 (3) .5%
Stock 11 Huntly
Palm Beach Gardens,
FL 33418
Common Charles Spaeth 5,000 (3) .2%
Stock 13 Paddock Circle
Tequesta, FL 33469
Common Thomas G. Weber 5,000 (3) .2%
Stock 2581 Village Blvd. - #206
W. Palm Beach, FL 33409
Common William R. Locke 5,000 (3) .2%
</TABLE>
18
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
Stock P.O. Box 3515
W. Palm Beach, FL 33402
Common All directors and 2,133,540 77.5%
Stock executive officers
as a group, excluding
duplications (7 people)
</TABLE>
(1) Includes stock options to acquire 3,510 Consulier shares at $.10 per
share.
(2) Consists of stock options to acquire Consulier's shares from Mosler at
prices ranging from $2.50 to $5.00 per share.
(3) Consists of stock options granted under Consulier's Tandem Stock Option
Plan. Exercise prices for the options range from $.10 to $5.00 per
share.
(4) The options were granted as part of an employment contract dated May 16,
1994. Strike prices range from $.10 to $20.00 per share. These options
expired in February 1996 upon the resignation of Mr. Mount.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM PROPERTIES LIMITED PARTNERSHIP LOANS AND LEASE OF OFFICE SPACE
In April 1994, Consulier made a 6% loan of $216,000 to AVM Properties
("Properties"). This loan was fully repaid by October 1994. In January 1996
Consulier made an additional 7% loan of $107,343 to Properties. This second
loan was reduced to $7,343 on February 1, 1996. Both loans were collateralized
by paid for real estate owned by Properties.
In June 1994 Consulier leased approximately 1,300 square feet of office space
located in Tequesta, Florida from Properties on a month-to-month basis. An
additional 1,000 square feet were added to the lease in January 1995, also on a
month-to-month basis. This property is leased at competitive market rates.
SALE OF AUTOMOBILE OPERATIONS
In consideration of the sale of Consulier's automobile manufacturing business
in 1990, MACC executed a promissory note for $750,000, which note was
personally guaranteed by Mosler. This note had an interest rate of 12%, and
provided for the monthly payment of interest only ($7,500) for a period of one
year. Monthly principal and interest payments of $16,338 were required over
the following five year period. In January 1993 the rate on this note was
reduced to prime plus 1%.
19
<PAGE> 20
In October 1993, MACC sold the automobile business to U.S. Electricar, Inc. in
return for restricted common stock and future royalties. Consulier waived its
option to reacquire the business in consideration for the future royalties and
an option to purchase the stock. Also, principal payments on the MACC note
were suspended in November 1993 and the interest rate was further reduced to
the one month U.S. Dollar London Interbank Offering Rate ("LIBOR"). The note
is payable on May 11, 1996. It has unpaid balance of $430,558 at December 31,
1995, and it is guaranteed by Mosler.
SALE AND LEASEBACK OF REAL ESTATE
In December 1989, the Board of Directors adopted a resolution approving sale
and partial leaseback of real estate to Mosler, subject to existing bond
indebtedness collateralized by the property. This real estate is located in
Riviera Beach, Florida. In consideration for the property, Mosler signed a
promissory note of $2,500,000. The note initially bore an annual rate of 12%,
with interest payable monthly. The interest rate was reduced to prime plus 1%
in January 1993. The note matures in December 1996.
Simultaneously with the execution of the sale, Consulier entered into a lease
with Mosler for approximately 25,000 square feet of space at an annual gross
rental of $4.00 per square foot. This lease was subsequently reduced to 6,000
square feet when Consulier sold its automobile operations. The lease was
terminated in 1994 when Consulier moved its principal executive offices to
Tequesta, Florida.
INTEREST RATE ADJUSTMENTS
In January 1993, the Affiliated Transaction Committee of the Board of Directors
reviewed the promissory notes receivable from MACC and Mosler described above.
At this review, the interest rates for the notes were adjusted to prime plus
one percent. In October 1993, the Committee further reduced the rate on the
MACC note to the one month LIBOR.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See index to Exhibits in this report on page E-1.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, Consulier Engineering, Inc. has caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CONSULIER ENGINEERING, INC.
(Registrant)
Date: March 26, 1996 /s/ Charles E. Spaeth
-----------------------
Charles E. Spaeth
Acting Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Warren B. Mosler
- -------------------------------
Warren B. Mosler Chairman of the Board, March 25, 1996
/s/ Charles E. Spaeth
- ---------------------------------
Charles E. Spaeth Acting President, March 25, 1996
Chief Executive Officer
/s/ Thomas G. Weber
- -------------------------------
Thomas G. Weber Vice President-Finance, March 25, 1996
Chief Financial Officer
/s/ Alan R. Simon
--- ---- -- -----
Alan R. Simon Director March 25, 1996
/s/ Charles E. Spaeth
--- ------- -- ------
Charles E. Spaeth Director March 25, 1996
/s/ Burck E. Grosse
--- ----- -- ------
Burck E. Grosse Director March 25, 1996
/s/ William R. Locke
--- ------- -- -----
William R. Locke Director March 25, 1996
</TABLE>
21
<PAGE> 22
<TABLE>
<S> <C> <C>
/s/ Richard N. Hornstrom
- -------------------------
Richard N. Hornstrom Director March 25, 1996
</TABLE>
22
<PAGE> 23
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
FORM 10-KSB ITEM 7 FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Financial Statements:
Report of the independent certified public
accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated balance sheets at December 31,
1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated statements of income for the
years ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated statements of stockholders' equity
for the years ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated statements of cash flows for the
years ended December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
</TABLE>
F-1
<PAGE> 24
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and
Board of Directors
Consulier Engineering, Inc.
Tequesta, Florida
We have audited the accompanying consolidated balance sheets of Consulier
Engineering, Inc. and subsidiaries as of December 31, 1995 and 1994 and the
related consolidated statements of income, stockholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Consulier
Engineering, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
West Palm Beach, Florida BDO Seidman, LLP
March 18, 1996
F-2
<PAGE> 25
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
ASSETS 1995 1994
- -------------------------- ------------ -------------
<S> <C> <C>
Current assets:
Cash (Note 1 and 5) $ 321,920 $1,066,146
Receivables (Note 2) 600,881 509,552
Receivables - related parties (Note 11(a)) 462,361 287,598
Notes receivable - related parties (Note 11(c)) 430,559 -
Inventories (Note 1 and 3) 650,126 569,543
Income taxes (Notes 1 and 8) 55,603 -
Other current assets 19,899 3,500
---------- ----------
Total current assets 2,541,349 2,436,339
Property equipment, net of
accumulated depreciation of $691,240
in 1995 and $573,593 in 1994 (Notes 4 and 6) 271,084 202,399
Limited partnership interest (Notes 1 and 5) 2,292,403 2,292,403
Notes receivable - related parties (Note 11(b)) 1,741,797 2,172,356
Patents and other assets 35,689 36,242
---------- ----------
$6,882,322 $7,139,739
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accruals $ 172,338 $130,493
Income taxes (Notes 1 and 8) - 160,771
Notes payable - banks (Note 6(a)) 6,855 48,841
---------- ----------
Total current liabilities 179,193 340,105
Bonds payable (Note 6(b)) 1,275,000 2,275,000
Deferred income taxes (Notes 1 and 8) 14,766 14,766
---------- ----------
Total liabilities 1,468,959 2,629,871
---------- ----------
Stockholders' equity: (Notes 1 and 9)
Common stock - par value $.01; shares
authorized 5,000,000, issued and
outstanding 2,562,033 shares 25,620 25,620
Additional paid-in capital (Note 9(c)) 2,881,823 2,899,127
Retained earnings 2,676,926 1,734,523
---------- ----------
5,584,369 4,659,270
Less treasury stock at cost - 50,316 shares
in 1995 and 42,460 shares in 1994 (Note 9(e)) (171,006) (149,402)
---------- ----------
Total stockholders' equity 5,413,363 4,509,868
---------- ----------
$6,882,322 $7,139,739
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 26
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1995 1994
---------- ----------
<S> <C> <C>
Revenues:
Net sales $2,649,184 $1,920,905
Commission income 52,075 116,302
---------- ----------
2,701,259 2,037,207
---------- ----------
Operating costs and expenses:
Cost of goods sold 1,807,638 1,359,659
Selling, general and
administrative 1,166,364 932,854
Research and development expense 317,061 193,709
---------- ----------
3,291,063 2,486,222
---------- ----------
Operating loss (589,804) (449,015)
---------- ----------
Other income (expense):
Investment income - related party 1,927,218 1,723,302
Interest income - related parties 337,466 265,365
Interest expense - other (149,277) (184,312)
Other income 2,800 1,500
---------- ----------
2,118,207 1,805,855
---------- ----------
Income before income taxes 1,528,403 1,356,840
Income taxes (Notes 1 and 8) 586,000 498,368
---------- ----------
Net income $ 942,403 $858,472
========== ==========
Net income per share $0.35 $0.34
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 27
CONSULIER ENGINEERING, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock (Note 1)
-----------------------------------------------------------
Treasury Stock
---------------------------
Shares Amount Shares Amount
--------- ------- ------------- ---------
<S> <C> <C> <C> <C>
Balance, January 1, 1994 2,562,046 $25,620 (3,300) ($13,582)
Net income for the year - - - -
Purchase of shares for
Treasury - - (39,160) (135,820)
--------- ------- ------- ---------
Balance, December 31, 1994 2,562,046 25,620 (42,460) (149,402)
Net income for the year - - - -
Purchase of shares for
the Treasury (Note 9(d)) - - (7,856) (21,604)
Purchase of
options (Note 9(c)) - - - -
Retirement of fractional shares
due to one-for-ten reverse
stock split Note 9(c)) (13) -
--------- ------- ------- ---------
Balance, December 31, 1995 2,562,033 $25,620 (50,316) ($171,006)
========= ======= ======= =========
</TABLE>
<TABLE>
<CAPTION>
Additional Retained Total
Paid-in Earnings Stockholders'
Capital (Deficit) Equity
---------- --------- ------------
<S> <C> <C> <C>
Balance, January 1, 1994 $2,899,127 $876,051 $3,787,216
Net income for the year - 858,472 858,472
Purchase of shares for
Treasury - - (135,820)
---------- ---------- ----------
Balance, December 31, 1994 2,899,127 1,734,523 4,509,868
Net income for the year - 942,403 942,403
Purchase of shares for
the Treasury (Note 9(d)) - - (21,604)
Purchase of
options (Note 9(c)) (17,262) - (17,262)
Retirement of fractional shares
due to one-for-ten reverse
stock split Note 9(c)) (42) (42)
---------- ---------- ----------
Balance, December 31, 1995 $2,881,823 $2,676,926 $5,413,363
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 28
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1995 1994
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 942,403 $ 858,472
Adjustments to reconcile net income to net
cash used in operations:
Depreciation 131,357 100,129
Provision for uncollectible accounts 5,999 11,404
Amortization 23,874 17,851
Investment income - related party (1,927,218) (1,723,302)
Changes in operating assets and liabilities:
Increase in receivables and other current assets (204,757) (102,942)
(Increase) decrease in inventories (80,583) 149,336
Increase (decrease) in accounts payable
and accruals 41,845 (36,810)
Increase (decrease) in income taxes payable (216,374) 128,614
---------- ----------
NET CASH USED IN OPERATIONS (1,283,454) (597,248)
---------- ----------
INVESTING ACTIVITIES:
Property & equipment additions, net of dispositions (200,043) (88,107)
Patent development (23,320) (7,084)
Distributions from partnership interest 2,018,248 1,623,262
Loans to related parties (174,763) (127,229)
---------- ----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,620,122 1,400,842
---------- ----------
FINANCING ACTIVITIES:
Repayment of bank and other loans (41,986) (75,043)
Early redemption of bonds due in 2004 (Note 6(b)) (1,000,000) -
Repayment of loans to related parties - 268,485
Purchase of stock for the treasury and stock options (Note 9(c)) (38,866) (135,820)
Retirement of fractional shares due to reverse stock split (Note 9(c)) (42) -
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,080,894) 57,622
---------- ----------
INCREASE (DECREASE) IN CASH (744,226) 861,216
CASH, BEGINNING OF PERIOD 1,066,146 204,930
---------- ----------
CASH, END OF PERIOD $321,920 $1,066,146
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 29
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consulier Engineering, Inc. ("Consulier") and its subsidiaries are engaged in
three primary businesses: the distribution of automobile and truck parts in
the automotive/truck after-market, investment activities, and the development
of advanced engineering products.
The parts distribution business is conducted through a wholly-owned subsidiary,
Southeast Automotive Acquisition Corporation ("Southeast").
Consulier's investment income is derived from a limited partnership interest
(see Notes 5 and 12(b)) in Adams, Viner & Mosler, Ltd. ("AVM"), an Illinois
limited partnership. AVM is a government securities broker/dealer.
Consulier's Chairman and majority stockholder, Warren B. Mosler ("Mosler"), is
a general partner of the general partner of AVM.
Consulier conducts research and development activities relating to a variety of
consumer, automotive and industrial engineering products. As of December 31,
1995, patents and/or notice of patent allowances have been obtained for eleven
products; patent applications have been filed with respect to four products;
and thirteen others are in varying stages of development.
BASIS OF PRESENTATION
The consolidated financial statements include Consulier and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated.
On January 31, 1995 Consulier shareholders authorized a one-for-ten reverse
split of the Company's common stock, and a change in the par value from $.001
to $.01 per share. Accordingly, the 1994 consolidated financial statements and
related notes to consolidated financial statements have been restated to give
effect to this reverse split.
CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
F-7
<PAGE> 30
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line and declining balance methods over estimated
useful lives or related lease terms, as appropriate. Depreciation for income
tax purposes is computed using declining balance methods over statutory lives.
LIMITED PARTNERSHIP INVESTMENT
The Company's investment in AVM is recorded using the equity method. Income or
loss is allocated to Consulier based on the AVM partnership agreement.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are for product development These costs are
expensed in the period incurred with the exception of thelegal cost of
obtaining patents which are amortized over 60 months.
INCOME TAXES
Deferred income taxes are provided for temporary differences arising from
differences between financial statement and income tax bases of assets and
liabilities.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
PER SHARE DATA
Net income per share is based on the weighted average number of common and
common equivalent shares outstanding during each year as follows: 1995 -
2,664,431; 1994 - 2,561,313. In both 1995 and 1994, shares issuable upon
exercise of dilutive common stock equivalents (outstanding stock options) are
included in the computation using the treasury stock method.
F-8
<PAGE> 31
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On January 31, 1995 shareholders approved a one-for-ten reverse stock split,
effective February 1, 1995. Accordingly, 1994 per share data has been adjusted
to reflect this reverse stock split.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board issued its Statement of
Financial Accounting Standards No. 121 ("SFAS 121") "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." SFAS
121 addresses the accounting and reporting for the impairment of long-lived
assets, certain intangibles, and goodwill related to those assets to be held
and used and for long-lived assets and certain identifiable intangibles to be
disposed of. SFAS 121 is effective for fiscal years beginning after December
15, 1995.
In October 1995, the Financial Accounting Standards Board issued its Statement
of Financial Accounting Standards No. 123 ("SFAS 123") "Accounting for
Stock-Based Compensation." SFAS 123 establishes accounting and reporting
standards for stock-based employee compensation plans and for transactions in
which an entity issues its equity instruments to acquire goods or services from
nonemployees. SFAS 123 is effective for transactions entered into in fiscal
years that begin after December 15, 1995.
Adoption of SFAS 121 and SFAS 123 is not expected to have a material effect on
Consulier's financial position or results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Consulier's financial instruments approximate estimated fair value as of
December 31, 1995.
RECLASSIFICATIONS
Certain amounts presented for 1994 have been reclassified to conform to 1995
presentation.
F-9
<PAGE> 32
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - RECEIVABLES
<TABLE>
<CAPTION>
Receivables consist of the following:
1995 1994
--------- ----------
<S> <C> <C>
Capital and income
distribution due from AVM $ 71,069 $ 162,099
Trade accounts 509,268 357,453
Employee advances 35,544 -
615,881 519,552
--------- ---------
Less allowance for doubtful
trade accounts 15,000 10,000
--------- ---------
$ 600,881 $ 509,552
========= =========
</TABLE>
NOTE 3 - INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Raw materials $ 46,947 $ 645
Work-in-process 32,773 37,940
Finished goods 570,406 530,958
--------- ---------
$ 650,126 $ 569,543
========= =========
</TABLE>
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
1995 1994
--------- ----------
<S> <C> <C>
Machinery and equipment $ 544,625 $ 512,734
Furniture and fixtures 107,406 101,122
Vehicles 257,850 137,481
Leasehold improvements 52,443 24,655
--------- ---------
962,324 775,992
Less accumulated depreciation
and amortization 691,240 573,593
--------- ---------
$ 271,084 $ 202,399
========= =========
</TABLE>
F-10
<PAGE> 33
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - LIMITED PARTNERSHIP INTEREST AND CONCENTRATION OF CREDIT RISK
5(a) The limited partnership interest consists of Consulier's investment in
AVM.
Following is a summary of financial position and results of operations of AVM
as of and for the years ended December 31:
<TABLE>
<CAPTION>
1995 1994
------------ --------------
<S> <C> <C>
Cash $ 6,767,735 $ 6,804,081
Due from brokers 4,281,850 5,181,340
Securities owned 57,574,921 66,947,135
Customer receivable - 12,028,439
Ownership interest in advisory account 2,000,000 -
Investment in affiliate & other assets 3,425,787 3,345,873
------------ --------------
Total assets $ 74,050,293 $ 94,306,868
============ =============
Due to brokers $ 11,353,505 $ 284,099
Securities sold under
agreements to repurchase 36,669,325 58,173,035
Securities sold but
not yet purchased - -
Customer payables 5,411,530 17,817,380
Other liabilities 819,851 503,027
Anticipated partners'
withdrawals 2,123,066 1,768,119
------------- -------------
Total liabilities $ 56,377,277 $ 78,545,660
============= =============
Partners' capital $ 17,673,016 $ 15,761,208
============= =============
Revenue $ 36,768,083 $ 29,133,983
============= =============
Net income $ 24,448,352 $ 19,520,626
============= =============
Consulier's share of
earnings $ 1,927,218 $ 1,723,302
============= =============
</TABLE>
Consulier owned approximately 13% and 15% of AVM's capital as of December 31,
1995 and 1994, respectively. Based on capital and earnings distributions
provided in the partnership agreement, Consulier was allocated approximately 8%
and 9% of AVM's earnings during 1995 and 1994, respectively.
F-11
<PAGE> 34
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Under the partnership agreement, Consulier may withdraw all or any portion of
its capital account upon thirty days written notice. AVM's general partner may
also cause withdrawal of Consulier from the partnership through payment of the
balance of Consulier's capital account.
5(B) As of December 31, 1995 and 1994, there were no concentrations of credit
risk other than the investment in AVM. Furthermore, as of December 31, 1995
substantially all of Consulier's cash was held by AVM in a special reserve
account for the benefit of customers at a major national bank. In January 1996
Consulier did invest $100,000 in The High Risk Fund, a limited partnership
formed to invest in Russian treasury securities.
NOTE 6 - NOTES AND BONDS PAYABLE
(A) CURRENT NOTES PAYABLE - BANKS
Current notes payable to banks consist primarily of a 7.5% note payable. A
9.50% note payable . was retired in 1995.
(B) BONDS PAYABLE
Bonds payable are due in 2004 with interest of 8% per annum, payable quarterly.
As part of an agreement with the holders of $175,000 of these bonds, the
interest rate was reduced to 6% in the second quarter of 1993. In exchange for
this interest rate reduction warrants to purchase the Company's common stock at
a price of $3.4375 were extended for five years to December 31, 1999 (see note
9(b)).
No principal payments are due until maturity. The bonds are redeemable by
Consulier at face value after June 30, 1994. They are collateralized by land
and building owned by Mosler (see Note 12(c)(1)), and machinery and equipment,
personal property, and leasehold improvements owned by the Company. A total of
$1,000,000 of bond principal was retired during 1995.
NOTE 7 - LEASES
Consulier leases office and operating facilities under various month-to-month
leases. Rent expense charged to operations was $57,888 in 1995 and $48,151 in
1994.
F-12
<PAGE> 35
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - INCOME TAXES
Provisions for federal and state income taxes in the consolidated statements of
income consist of the following:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------
1995 1994
---- ----
<S> <C> <C>
Current:
Federal $500,000 $442,342
State 86,000 75,429
-------- --------
586,000 517,771
-------- --------
Deferred:
Federal - (18,909)
State - (494)
-------- --------
- (19,403)
-------- --------
Total income taxes $586,000 $498,368
======== ========
</TABLE>
Deferred taxes result from the difference of accelerated depreciation for tax
purposes compared to depreciation computed for financial reporting purposes.
Applicable income taxes for financial reporting purposes differ from the amount
computed by applying the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1995 1994
-------- -------
<S> <C> <C>
Tax at statutory rate $519,657 $461,326
State income tax net of
federal tax benefits 55,485 49,289
Other 10,858 (12,247)
-------- --------
Income taxes $586,000 $498,368
======== ========
</TABLE>
NOTE 9 - STOCKHOLDERS' EQUITY
(A) STOCK OPTION AND RESTRICTED STOCK PLANS
Consulier has established a Tandem Stock Option Plan (Tandem Plan) covering
current employees and former employees who currently work for Mosler Auto Care
Center, Inc. ("MACC") (see note 12(c)(2)). Under the Tandem Plan, qualified
and non-qualified options may be granted.
F-13
<PAGE> 36
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Tandem Plan provides that an aggregate of 100,000 shares of Consulier's
common stock may be optioned to officers, directors and other key employees of
Consulier and MACC. The options are exercisable after two years of continuous
employment or service and have a maximum life of ten years from the date of
grant. The Tandem Plan terminates in March 2000.
As of December 31, 1995 a total of 66,755 options are outstanding under the
Tandem Plan with exercise prices ranging from $.10 to $5.00 per share. No
options have been exercised under the plan. The following schedule details
outstanding Tandem Plan Options at December 31, 1995:
<TABLE>
<CAPTION>
Tandem Stock Option Plan
------------------------
Options Outstanding at December 31, 1995
----------------------------------------
Option # of
Price Shares
----- ------
<S> <C> <C>
$ .10 5,000
2.50 46,755
4.50 5,000
5.00 10,000
------
66,755
======
</TABLE>
In addition, a total of 210,000 options at prices ranging from $.10 to $20.00
per share were granted to George E. Mount, Consulier President and Chief
Executive Officer, as part of his employment contract dated May 16, 1994.
These options expire whenever Mr. Mount ceases to be an employee of the
Company. Mr. Mount resigned from his position at Consulier in February 1996.
Accordingly, his options expired at that time.
In addition, two former employees employed by Mosler Auto Care Center, Ltd.
held options to purchase 3,640 shares and 2,810 shares respectively at a total
cost of $.01. Consulier purchased these options from the employees during the
first quarter of 1995.
During 1994 a total of 40,000 options were issued to Bernardo Davila, general
manager of the Company's Southeast Automotive subsidiary, at a strike price of
$3.00 with an expiration date of December 31, 1999. These options were issued
in consideration for Mr. Davila's agreement to meet certain warrant obligations
of the Company pursuant to its 1989 underwriting agreement with GK Scott & Co.
(B) COMMON STOCK WARRANTS
In connection with the issuance of the bonds payable (see Note 6(b)), Consulier
issued warrants to purchase 455,000 shares of its common stock at a purchase
price of $3.4375 per share. A total of 400,000 of these warrants expired
December 31, 1994. The remaining 55,000 warrants were extended to December 31,
1999 in exchange for a reduction in interest rate from 8% to 6%. During 1995
an additional 20,000 warrants were retired in conjunction with the early
retirement
F-14
<PAGE> 37
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of bonds. A total of 35,000 warrants remain outstanding. No warrants have
been exercised to date.
(C) RECLASSIFICATIONS AND CHARGES AGAINST ADDITIONAL PAID-IN CAPITAL
As stated above in note 9(a) two employees of Mosler Auto Care Center, Ltd.
held options to purchase 6,450 shares of Consulier stock at $.01 per share.
Consulier purchased these options from the employees at a cost of $17,262 which
was charged to Additional Paid-In Capital. Also, on January 31, 1995
shareholders adopted a one-for-ten reverse stock split. As a result of this
reverse split a total of 13 fractional shares were retired at a cost of $42
which was charged to Additional Paid-In Capital.
(D) TREASURY STOCK
During 1994 Consulier acquired 39,160 shares of Treasury stock at a cost of
$135,820. An additional 7,856 shares were purchased from an employee during
1995 at a cost of $21,604.
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the years ended December 31, 1995 and 1994 totaled
approximately $154,000 and $184,000, respectively. Income taxes paid during
1995 and 1994 totaled approximately $803,000 and $409,000 respectively.
NOTE 11 - RELATED PARTY TRANSACTIONS
(A) CASH ADVANCES
During 1995, Mosler and Consulier continued to share certain costs and expenses
incurred in the normal course of business. Mosler owed Consulier $462,359 and
$287,448 at year ends 1995 and 1994 resulting from these transactions.
Interest is paid on the outstanding balance at the rate of 6.00%.
In April 1994 Consulier advanced $216,000 to AVM Properties, Ltd. Interest
accrued on this short term advance at the rate of 6.00%. This advance was
retired in October 1994. A second advance of $107,343 was made in January 1996
with a 7.00% rate of interest. This advance was reduced to $7,343 in February
1996. Both advances were collateralized by unemcumbered real estate owned by
AVM Properties, Ltd.
(B) NOTES RECEIVABLE - RELATED PARTIES
Notes receivable - related parties consist of the following:
F-15
<PAGE> 38
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Mosler (see Note 12(c)(1)) $ 2,500,000 $ 2,500,000
Mosler Auto Care Center,
Inc. (see Note 12(c)(2)) 430,558 430,558
----------- -----------
2,930,558 2,930,558
Less excess of face
amount of note over
carrying cost of
real estate 758,202 758,202
----------- -----------
Notes receivable $ 2,172,356 $ 2,172,356
=========== ===========
</TABLE>
Interest income relating to the above notes totaled $271,467 in 1995 and
$222,145 in 1994.
(C)(1) SALE AND LEASEBACK OF REAL ESTATE
In 1989, Consulier sold and partially leased-back real estate to Mosler. The
property was transferred, subject to a pledge on bond indebtedness, in exchange
for Mosler's promissory note for $2,500,000. The note originally paid interest
at 12%. This rate was reduced to prime plus 1% (9.5% at December 31, 1994).
Principal on the note is payable at maturity in December 1996. Simultaneously
with the execution of the deed, Consulier entered into a lease with Mosler for
approximately 6,000 square feet of the property. This lease was terminated in
1994 when the Company's principal offices were moved to Tequesta, Florida.
The transaction resulted in a sales price of $758,202 in excess of the carrying
cost of the building and has been accounted for as a sale leaseback with a
related party. Accordingly, the excess has been offset against the note
receivable from Mosler. The excess will be recorded as a capital contribution
to the extent of any reduction in the principal balance of the note receivable.
(C)(2) SALE OF AUTOMOBILE OPERATIONS
In 1990, Consulier sold its automobile manufacturing business to Mosler Auto
Care Center, Inc. ("MACC"), a company wholly- owned by Mosler. As
consideration for the purchase, MACC executed a promissory note for $750,000,
which note was personally guaranteed by Mosler. This promissory note accrued
interest at an annual rate of 12% until November 1993 when the rate was reduced
to the one month U.S. Dollar London Interbank Offering Rate (one month U.S.
Dollar Libor - 5.62891 at January 2, 1996). The note provided for monthly
payment of interest only for the first year. Monthly principal and interest
payments of $16,338 were to be paid over the following five year period.
On October 31, 1993 MACC sold the automobile business to U.S. Electricar, Inc.
("Electricar") of Santa Rosa, California in exchange for 1,000,000 shares of
Electricar restricted common stock,
F-16
<PAGE> 39
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and production royalties payable over a fifteen year period. At the time of
the sale, Consulier held an option to repurchase the automobile business at net
book value. In exchange for waiving this option, MACC granted Consulier an
option to purchase the 1,000,000 shares of Electricar restricted stock at a
price of $.50 per share. Consulier will also receive any production royalty
payments arising out of the sale.
Principal payments on the MACC note were suspended in October 1993 when MACC
sold the automobile business to Electricar. The note is payable on May 11,
1996, and has an outstanding balance of $430,559.
NOTE 12 - SEGMENT INFORMATION
Information related to Consulier's operations in its different industry
segments is as follows:
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------
1995 1994
---------- ----------
<S> <C> <C>
REVENUES AND INVESTMENT INCOME:
Automotive parts
distribution $2,639,715 $1,941,260
Investments 1,927,218 1,723,302
Corporate 61,544 95,947
---------- ----------
$4,628,477 $3,760,509
========== ==========
OPERATING PROFITS (LOSSES):
Automotive parts
distribution $ 395,200 $ 195,800
Investments 1,927,218 1,723,302
Corporate (985,003) (658,983)
---------- ----------
1,337,415 1,260,119
Interest, net 188,188 95,221
Other 2,800 1,500
---------- -----------
Income before income taxes $1,528,403 $1,356,840
========== ==========
IDENTIFIABLE ASSETS:
Automotive parts
distribution $1,526,937 $1,065,849
Investments 2,370,329 2,454,502
Corporate 2,985,056 3,619,388
---------- ----------
$6,882,322 $7,139,739
========== ==========
</TABLE>
F-17
<PAGE> 40
CONSULIER ENGINEERING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------
1995 1994
---------- -----------
<S> <C> <C>
DEPRECIATION AND AMORTIZATION:
Automotive parts
distribution $ 30,553 $ 33,193
Investments - -
Corporate 124,678 84,787
---------- ----------
$ 155,231 $ 117,980
========== ==========
CAPITAL ADDITIONS:
Automotive parts
distribution $ 60,148 $ 6,929
Investments - -
Corporate 139,895 81,178
---------- ---------
$ 200,043 $ 88,107
========== =========
</TABLE>
F-18
<PAGE> 41
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
FORM 10-KSB ITEM 13(a) EXHIBITS
The following exhibits are incorporated by reference to prior filings by
Consulier in an effective registration statement under the Securities Act or in
reports filed pursuant to the Exchange Act, except as referenced to pages filed
herein.
<TABLE>
EXHIBIT DESCRIPTION
<S> <C>
1(a) Underwriting Agreement (1)
1(b) Warrant Exercise Fee Agreement (1)
1(c) Financial Advisory Agreement (1)
3(a) Articles of Incorporation of Consulier (1)
3(b) Amendments to Articles of Incorporation of Coulier (2) (3)
3(c) By-Laws of Consulier (1)
4(a) Form of Warrant Agreement (1)
4(b) Form of Underwriters Warrant (1)
4(c) Form of common stock certificate (1)
4(d) Form of specimen warrant (1)
4(e) Form of preferred stock certificate (2)
10(a) Escrow Agreement
10(b) Lease Agreement
10(c) Agreement of Plan of Merger between Southeast Automotive Parts, Inc. of Dade,
Inc. into Southeast Automotive Acquisition Corporation (6)
10(d) Articles of Merger, Southeast Automotive Parts of Dade, Inc. into Southeast
Automotive Acquisition Corporation (6)
10(e) Promissory Note of Consulier for $3,000,000 dated April 1, 1990 (5)
10(f) Security Agreement between Consulier and Mosler dated April 16, 1990 (5)
10(g) Purchase and Sale Agreement between Consulier and Mosler Auto Care Center,
Inc., regarding sale of automobile business (7)
10(h) Promissory Note of Mosler Auto Care Center, Inc., dated March 31, 1990,
regarding sale of automobile business (2)
10(i) Research and Development Funding Agreement between Mosler Auto Care Center,
Inc., and Consulier dated April 1, 1990 (3)
10(j) Agreement of Merger between Consulier and WBM Engines, Inc., effective
December 31, 1989 (2)
10(k) Purchase and Sale Agreement between Consulier and Warren B. Mosler regarding
sale of real estate (2)
10(m) Promissory Note of Warren B. Mosler for $2,500,000 dated December 31, 1989
regarding sale of real estate (2)
10(n) Mortgage Indenture regarding Bonds and Class B Warrants dated June 30, 1989 (8)
</TABLE>
E-1
<PAGE> 42
<TABLE>
<S> <C>
10(o) Agreement between Mosler Auto Care Center, Inc., and Consulier dated October
31, 1993, relinquishing Consulier's option to repurchase the automobile business in
exchange for option to purchase U.S. Electricar, Inc. restricted stock at $.50 per
share, and for the right to future royalty payments (9)
10(p) Royalty Agreement, Covenant Not to Compete and Security Agreement between
Mosler Auto Care Center, Inc., and U.S. Electricar, Inc., dated October 31, 1993 (9)
10(q) Employment Agreement dated May 16, 1994, between George E. Mount and
Consulier wherein George E. Mount is hired as President and CEO for a term of
two years (10)
11 Statement regarding computation of earnings per share (see page E-4)
20 Notice of corporate action regarding election of new directors (4)
22 List of subsidiaries of Consulier (see page E-5)
27 Financial Data Schedule (for SEC use only)
99(a) Limited Partnership Agreement of Adams, Viner & Mosler, Ltd. (5)
</TABLE>
- -------------------------------------------------------------
<TABLE>
<S> <C>
1 - Incorporated by reference to Registrant's Registration Statement on Form S-18, effective
May 25, 1989
2 - Incorporated by reference to Registrant's Current Report on Form 8-K filed December 31,
1989 and March 31, 1990
3 - Incorporated by reference to Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1992
4 - Incorporated by reference to Registrant's Current Report on Form 8-K filed April 16, 1990
5 - Incorporated by reference to Registrant's Current Report on Form 8-K filed March 1, 1991
6 - Incorporated by reference to Registrant's Annual Report on Form 10-KSB filed for the year
ended December 31, 1989
7 - Incorporated by reference to Registrant's Annual Report on Form 10-KSB filed for the year
ended December 31, 1991
8 - Incorporated by reference to Registrant's Annual Report on Form 10-KSB filed for the year
ended December 31, 1993.
9 - Incorporated by reference to Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1994.
</TABLE>
E-2
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 321
<SECURITIES> 0
<RECEIVABLES> 1,494
<ALLOWANCES> 15
<INVENTORY> 650
<CURRENT-ASSETS> 2,541
<PP&E> 962
<DEPRECIATION> 691
<TOTAL-ASSETS> 6,882
<CURRENT-LIABILITIES> 179
<BONDS> 1,275
0
0
<COMMON> 26
<OTHER-SE> 5,388
<TOTAL-LIABILITY-AND-EQUITY> 6,882
<SALES> 2,649
<TOTAL-REVENUES> 2,701
<CGS> 1,807
<TOTAL-COSTS> 1,181
<OTHER-EXPENSES> 1,483
<LOSS-PROVISION> 6
<INTEREST-EXPENSE> 149
<INCOME-PRETAX> 1,528
<INCOME-TAX> 586
<INCOME-CONTINUING> 942
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 942
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
