<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-17756
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CONSULIER ENGINEERING, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 59-2556878
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
169 TEQUESTA DRIVE - SUITE 31E, TEQUESTA, FL 33469
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(561) 745-9149
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if
changed since last report
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
AS OF NOVEMBER 8, 1999, THERE WERE 4,888,918 OUTSTANDING SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE.
<PAGE> 2
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
PAGE
----
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets at
September 30,1999 (Unaudited)
and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income at three
and nine month periods ended September 30,
1999 and 1998 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows at
nine month periods ended September 30,1999
and 1998 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial
Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis. . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
2
<PAGE> 3
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1999 1998
------------------ ------------------
(UNAUDITED)
<S> <C> <C>
CURRENT:
Cash $96,377 $265,952
Receivables, net (Note 2) 716,697 516,197
Receivables - related parties (Note 11(a)) 1,057,947 964,875
Inventories (Notes 1 and 3) 1,502,596 1,305,500
Other current assets 12,742 11,746
----------------- -----------------
TOTAL CURRENT ASSETS 3,386,359 3,064,270
Property and equipment, net (Notes 1 and 4) 2,155,881 2,142,388
Limited partnership interests (Notes 1 and 5) 2,314,215 2,337,073
Notes receivable - related parties (Note 11(c)) 2,172,357 2,172,355
Non-current inventory (Notes 1 and 3) 1,430,090 1,440,902
Patents and other assets 49,167 63,443
----------------- -----------------
$11,508,069 $11,220,431
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
CURRENT:
Accounts payable and accruals $379,861 $249,232
Income taxes (Notes 1 and 8) 28,332 51,489
Notes payable - banks (Note 6(a)) 3,185,365 1,777,697
Note payable - related parties (Note 6(c)) 0 946,278
----------------- -----------------
TOTAL CURRENT LIABILITIES 3,593,558 3,024,696
Bonds payable (Note 6(b)) 855,000 1,275,000
Deferred income taxes (Notes 1 and 8) 14,766 14,766
----------------- -----------------
TOTAL LIABILITIES 4,463,324 4,314,462
----------------- -----------------
STOCKHOLDERS' EQUITY: (NOTES 1 AND 9)
Common stock of $.01 par value:
Authorized ---25,000,000 shares;
Issued---5,136,066 shares in 1999 and 1998 51,361 51,361
Additional paid-in capital 2,955,082 2,955,082
Retained earnings 4,506,665 4,367,889
----------------- -----------------
7,513,108 7,374,332
Less treasury stock at cost - 247,148 shares
in 1999 and 1998 (468,363) (468,363)
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 7,044,745 6,905,969
----------------- -----------------
$11,508,069 $11,220,431
================= =================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- ---------------------------------
1999 1998 1999 1998
--------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $823,665 $680,188 $2,369,794 $2,071,744
--------------- ---------------- ---------------- -------------
OPERATING COSTS AND EXPENSES:
Cost of goods sold 454,526 390,757 1,272,895 1,158,305
Selling, general and administrative 599,265 663,085 1,813,914 1,683,975
Research and development expense 0 3,450 11,545 41,783
--------------- ---------------- ---------------- -------------
1,053,791 1,057,292 3,098,354 2,884,063
--------------- ---------------- ---------------- -------------
Operating loss (230,126) (377,104) (728,560) (812,319)
--------------- ---------------- ---------------- -------------
OTHER INCOME (EXPENSE):
Investment income - related party (Note 5) 218,377 370,655 925,810 874,439
Interest income - related parties 53,443 56,800 153,472 171,258
Interest expense - other (79,046) (79,010) (200,066) (205,539)
Other income 62,490 32,649 72,138 64,718
Loss on investment-HRO 0 (150,242) 0 (150,242)
--------------- ---------------- ---------------- -------------
255,264 230,852 951,354 754,634
--------------- ---------------- ---------------- -------------
Income (loss) before income taxes 25,138 (146,252) 222,794 (57,685)
Income taxes (Notes 1 and 8) 9,639 (33,328) 84,017 0
--------------- ---------------- ---------------- -------------
Net income (loss) $15,499 ($112,924) $138,777 ($57,685)
=============== ================ ================ =============
Basic and diluted earnings per share (Note 13) $ 0.00 ($0.02) $ 0.03 ($0.01)
=============== ================ ================ =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE> 5
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Note 10)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $138,777 ($57,685)
Adjustments to reconcile net income to net
cash used in operations:
Depreciation 86,490 77,604
Amortization 14,274 18,834
Investment income - related party (925,810) (856,994)
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets (270,439) 157,862
(Increase) decrease in inventories (186,284) 76,699
Decrease in other assets 13,278 25,669
Increase in accounts payable and accruals 130,629 103
(Decrease) in income taxes payable (23,157) (2,744)
--------------- --------------
NET CASH USED IN OPERATIONS (1,022,242) (560,652)
--------------- --------------
INVESTING ACTIVITIES:
Property and equipment additions, net of dispositions (114,257) (589,619)
Distributions from partnership interest 902,676 968,951
Investment in limited partnerships 22,858 (147,273)
Loans to related parties 0 (80,113)
--------------- --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 811,277 151,946
--------------- --------------
FINANCING ACTIVITIES:
Net borrowings and repayments of bank and other loans 1,407,668 (1,459,971)
Net borrowings, related parties (946,278) 2,067,600
Repayment of bonds (420,000)
Sales of common stock 0 5,250
Disgorgement of stock sale profits 0 93,750
--------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 41,390 706,629
--------------- --------------
(DECREASE) INCREASE IN CASH (169,575) 297,923
CASH, BEGINNING OF PERIOD 265,952 7,013
--------------- --------------
CASH, END OF PERIOD $96,377 $304,936
=============== ==============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have been
included. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1998.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform with the financial statement presentation of the
current period.
The consolidated financial statements include Consulier Engineering, Inc. (the
"Company") and its wholly-owned subsidiaries, Southeast Automotive Acquisition
Corporation, Consulier Business Services, Inc., and C-6 Products Inc. All
intercompany balances and transactions have been eliminated.
All per share data and numbers of shares of the Company's common stock, par
value $.01 per share ("common stock") for all periods included in the financial
statements and notes thereto have been adjusted to reflect a two-for-one stock
split in the form of a 100% stock dividend that became effective April 15, 1998.
6
<PAGE> 7
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out
basis, or market. Major classes of inventory are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Raw materials $ 49,766 $ 169,956
CRA-Z Soap 132,000 156,000
Finished goods 1,364,830 1,023,544
Obsolescence reserve (44,000) (44,000)
----------- -----------
$ 1,502,596 $ 1,305,500
=========== ===========
Non-Current Inventory $ 1,430,090 $ 1,440,902
=========== ===========
</TABLE>
The non-current portion of inventory consists of $1,430,090 of CRA-Z soap
which the company believes will take longer than one year to sell.
7
<PAGE> 8
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. LIMITED PARTNERSHIP INTEREST
The limited partnership interest consists of Consulier's investment in Adams,
Viner & Mosler, Ltd. ("AVM") This investment is accounted for under the equity
method. Following is a summary of the operations of AVM (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ----------------------
1999 1998 1999 1998
---------- --------- --------- ---------
Revenues $ 7,419 $14,493 $28,437 $34,674
Costs and expenses 3,740 6,520 11,531 16,843
---------- --------- --------- ---------
Net income $ 3,679 $ 7,973 $16,906 $17,831
========== ========= ========= =========
Company's share of
Net income $ 218 $ 371 $ 926 $ 857
========== ========= ========= =========
Consulier owned approximately 10% and 7% of AVM's capital as of September 30,
1999 and 1998, respectively. Based on capital and earnings distributions
provided in the partnership agreement, Consulier was allocated approximately 5%
of AVM's earnings at September 30, 1999 and 1998, respectively.
8
<PAGE> 9
CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss),
numerator for basic and diluted
Earnings per share 15,499 (112,924) 138,777 (57,685)
Denominator:
Denominator for basic Earnings
per share, weighted-average shares 4,888,918 4,888,918 4,888,918 4,884,962
Effect of dilutive securities:
Stock options 11,258 49,539 717 57,831
Warrants 0 11,045 3,235 12,788
---------- ---------- ---------- ----------
Dilutive potential common shares 11,258 60,584 3,952 70,619
Denominator for diluted Earnings
per share, adjusted weight-
average shares 4,900,176 4,949,502 4,892,870 4,955,581
========== ========== ========== ==========
Basic earnings per share 00 (.02) .03 (.01)
Diluted earnings per share 00 (.02) .03 (.01)
</TABLE>
Options to purchase 35,000 shares of common stock at prices ranging from $2.19
to $2.50 per share were not included in the computation of diluted earnings per
share because the options exercise price was greater than the average market
price of the common shares and, therefore, the effect would be antidilutive.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Consulier Engineering, Inc. ("Consulier") experienced an increase in net income
for the nine month period of 1999 conpared to 1998. Year to date, net income
increased $196,462 or 341% to $138,777 from a loss of $57,685 in 1998. For the
third quarter, quarter-to-quarter comparison showed an increase in net income of
$128,423 from a loss of $112,924 in 1998 to a net income of $15,499 in 1999.
Net sales of the Company's Southeast Automotive parts distribution segment
represent 98% of Consulier's net sales. Sales for this segment increased
$261,940 or 13% to $2,316,164 for the ninth month period in 1999 compared to
$2,054,224 in 1998. Sales for the third quarter of 1999 increased $143,556
compared to the third quarter of 1998. Gross profit on sales increased to 46% of
sales in 1999 compared to 44% of sales in 1998. Selling, General and
Administrative expenses were $1,130,058 for the nine months of 1999 compared to
961,846 in 1998, an increase of $168,212 or 17%. The major items of the increase
in expenses were sales related, an increase in payroll of $85,736, sales
commission $48,407, advertising and trade show expenditures $15,380, travel and
entertainment $10,042, and an increase in office and telephone expenses of
$49,525. The automotive parts distribution segment experienced a loss before
taxes of $207,396 in the nine month period of 1999 compared to a loss before
taxes of 261,663 in 1998's period. For the third quarter of 1999 the before
taxes loss was $29,561 compared to a loss of $124,025 in the third quarter of
1998.
In April 1997 Consulier contracted to purchase six patents for tool and ladder
related products. A wholly owned subsidiary was formed, C-6 Products, Inc., to
develop, manufacture, sell and distribute the products. This is the Household
and Tool Products segment. In the nine month period of 1998 this segment lost
$374,190. During this period it had no revenues and its major expenditures were
for research and development, marketing, and travel. In the nine month period of
1999 this segment recorded revenues of $47,353, Cost-of-Goods-Sold of $30,615
for a Gross Profit of $16,738. Selling, General and Administrative expenses were
$330,761 for the nine months resuling in a $404,798 loss before taxes for this
segment. The losses before taxes for this segment for the third quarter of 1999
and 1998 were $146,688 and $161,896, respectively.
Investment income from Consulier's AVM limited partnership interest was $925,810
in the first nine months of 1999, an 8% increase from 1998 income of $856,995.
For the third quarter of 1999, investment income was $218,377 compared to
$370,655 in the third quarter of 1998.
10
<PAGE> 11
YEAR 2000 ISSUES - Consulier is aware of the issues associated with the
programming code in existing computer systems as the millennium (year 2000)
approaches. The "year 2000" problem is pervasive and complex as virtually every
computer operation will be affected in some way by the rollover of the two digit
year value to 00. The issue is whether computer systems will properly recognize
date sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail.
Consulier initiated a program in 1998 to review all of the computer systems of
Consulier and its subsidiaries in order to determine whether the systems were
year 2000 compliant. This study not only involved identifying any required
modifications or replacement of certain hardware and software maintained by
Consulier, but also receiving assurance from vendors that the appropriate
actions have been taken or are being taken by them to remedy their year 2000
issues for computer systems that the vendors are responsible for maintaining and
that are relied upon by Consulier. The costs associated with this process relate
primarily to salaries and were expensed as incurred. Management believes the
year 2000 problem will not pose significant operational problems for Consulier.
Consulier's computer operational programs were converted to year 2000 compliant
software that use four digits to define the applicable year. Consulier believes
any future costs associated with Year 2000 compliance will be immaterial.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, Consulier's cash totaled $96,377 as compared to $265,952
at December 31, 1998. During the nine month period, Consulier's cash decreased
$169,575. The Company has relied on cash flows from its limited partnership
investment in AVM, supplemented, as necessary, by bank borrowings and loans from
Chairman of the Board and CEO Warren B. Mosler to finance working capital and
capital expenditures.
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 continuation of the net return
experienced in the period that the AVM 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 redeem the
partnership interest, there can be no assurance that AVM will not do so in the
future. Consulier believes that it may require additional financing to complete
agreements, which are currently in place. The timing and amount of Consulier's
additional
11
<PAGE> 12
financing needs will depend, among other things, upon the timing of Tool
Topper(TM) manufacturing and sales.
FUTURE OUTLOOK
Based on AVM's current operations and operating results, Consulier expects
continued returns in 1999 on its limited partnership investment. However, there
is no guarantee that the returns of the past can be maintained.
Consulier's automotive parts wholesale distribution business experienced an
increase in sales in the first nine months of 1999 and management is seeing an
improvement in sales. This business, Southeast Automotive, intends to expand its
business through the development of a wider customer base. At the end of 1998
Southeast had $1,568,000 of hand cleaner CRA-Z Soap in inventory. A large
portion, $1,430,090 of this inventory is classified as non-current because
Consulier believes it will take longer than one year to sell. Southeast's CRA-Z
soap retail presence is slowly growing. The Southeast CRA-Z Soap Web Site has
generated some brand recognition. Retail sales from the website have commenced
and distributors have been signed up to sell the product.
In 1997, Consulier entered into a contract for the purchase of six patents for
tools and related products. Several are related to work platform and tool
holding attachments to ladders tentatively being called our Tool Topper(TM) line
of products. The balance of the patents are related to powered hack saws powered
by 110/220 volt AC, pneumatic and battery power sources. A Florida corporation
was established to develop, manufacture, sell and distribute the patented
products. This corporation, C-6 Products, Inc. ("C-6"), is a wholly owned
subsidiary of Consulier.
In August 1998 the Tool Topper(TM) Workstation and related accessories were
launched at the National Hardware Show in Chicago, Illinois. In September 1998,
initial production of 10,000 units was completed. To date, approximately 6,000
units have been sold including sales to several large retail chains.
In October 1999, production of 5,000 units of the Paint and Decorating Ladder
Top Workstation was completed. This unit is similar to the original Tool
Topper(TM) except it does not have the toolbox included. No orders have been
placed for this item as of now.
Recent public concern over environmental practices and the effect of toxic
chemicals on the environment are producing increasing pressure on agricultural
concerns to limit their use. BioSafe uses peroxigen chemistry as a pesticide,
algaecide and fungicide. Peroxigen chemistry uses the power of free radical
oxidation to kill all forms of micro-organisms that may be pathogenic to
12
<PAGE> 13
plants, without causing harm to the plant. Peroxigens immediately biodegrade
upon reacting with either micro-organisms or organic material such as soil, into
components of oxygen and water leaving behind no toxic residues.
BioSafe's initial product, ZeroTol(TM), utilizes a formulation using peroxigens
as the principal active ingredients. No other company currently has or has
requested a US EPA registration for the use of peroxigens for these purposes.
BioSafe's federal EPA registration for its ZeroTol(TM) product was received in
1998 permitting its use on ornamental plants and turf applications.
Additionally, the U.S. Patent Office granted a patent for ZeroTol(TM).
ZeroTol has been well received by professional growers and golf course
superintendents across the country. BioSafe introduced a new class of pesticide
chemistry to these markets that utilizes the power of peroxygen oxidation to
"clean" plant tissue of both disease organisms and the spores that propagate
these organisms. ZeroTol is the only product labeled for Horticulture that is
capable of deactivating algae, bacterial and fungal spores on contact.
BioSafe has developed a well-established national distribution network, serving
the greenhouse and nursery marketplace. In additional, BioSafe has established
distribution in Central and South America. Product registrations have been
secured in Costa Rica, Colombia and Ecuador.
BioSafe will be introducing two new products in 1999 to both the horticultural
industry as well as general agriculture. The first product is trademarked as
OxiDate(TM) Bactericide/Fungicide and is labeled for applications to major
high value food crops such as potatoes, leafy vegetables, apples, citrus, stone
fruits, grapes and bananas. BioSafe will concentrate its efforts at expanding
its distribution network to cover a broad-spectrum distribution into the
agricultural markets and will utilize some of the already established
distributors who now carry ZeroTol to accomplish this.
BioSafe will also introduce TerraCare Algaecide/Fungicide for use in the
commercial greenhouse/nursery and turf markets. The granular formulation
introduces a new class of peroxygen chemistry that is capable of both killing
and inhibiting algae as well as bacterial and fungal organisms. The TerraCare
product is completely biodegradable into components of oxygen, carbon dioxide
and calcium carbonate (Lime). TerraCare will be distributed by the existing
distributors.
BioSafe expects an increase in sales with the introduction of the new products
as well as the eventual registration of ZeroTol and OxiDate(TM) in California.
13
<PAGE> 14
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained in this report, certain matters
discussed in Management's Discussion and Analysis are forward looking statements
which involve risks and uncertainties including, but not limited to statements
regarding Consulier's planned capital expenditure requirements, cash and working
capital requirements. Consulier's expectations regarding the adequacy of current
financing arrangements, product demand and market growth, other statements
regarding future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. It should be noted
that Consulier's actual results could differ materially from those contained in
such forward looking statements mentioned above due to adverse changes in any
number of factors that affect Consulier's business including, without
limitation, risks associated with investing in and the marketing of Consulier's
Tool Topper(TM) and CRA-Z Soap products, manufacturing and supply risks, risks
concerning the protection of Consulier's patents, reliance upon distributors,
regulatory risks, risks of expansion, product liability and other risks
described herein.
14
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of September 30, 1999, there were no legal proceedings pending against the
Company or its subsidiaries nor did the Company have any knowledge of any
proceedings which were being contemplated.
ITEM 2. CHANGES IN SECURITIES
During the third quarter of 1999 there were no changes in the instruments
defining the rights of the holders of any class of registered securities, nor
were the rights evidenced by any class of registered securities limited or
qualified by the issuance or modification of any other class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the third quarter of 1999, there have been no material defaults in the
payment of principal, interest, or any other material default with respect to
any indebtedness, nor has there been any arrearage in the payment of dividends
of any class of stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the third quarter of 1999, the Company did not submit any matters to a
vote of security holders.
ITEM 5. OTHER INFORMATION
The Company has no other information to report which might otherwise be reported
under Form 8-K.
15
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT DESCRIPTION
------- -----------
27 Financial Data Schedule (for SEC use
only)
(b) CURRENT REPORTS ON FORM 8-K
The Company did not file any reports on form 8-K during the three month period
ended September 30, 1999.
16
<PAGE> 17
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant, has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSULIER ENGINEERING, INC.
---------------------------
(Registrant)
By: /s/ Ralph D. Butler
----------------------------
Date: November 11,1999 Ralph D. Butler
Secretary/Treasurer
Chief Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 96
<SECURITIES> 0
<RECEIVABLES> 1,775
<ALLOWANCES> 44
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0
0
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</TABLE>
