<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 June 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-17756
-------
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 AUGUST 10, 1999, THERE WERE 4,888,918 OUTSTANDING SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE.
1
<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
June 30, 1999 (Unaudited)
and December 31, 1998 ................................................................. 3
Consolidated Statements of Income at three
and six month periods ended June 30,
1999 and 1998 (Unaudited) ............................................................. 4
Consolidated Statements of Cash Flows at
six month periods ended June 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
JUNE 30, DECEMBER 31,
ASSETS 1999 1998
- ------------------------------------------------ ------------ ------------
(UNAUDITED)
CURRENT:
Cash $ 343,338 $ 265,952
Receivables, net (Note 2) 739,857 516,197
Receivables - related parties (Note 11(a)) 1,019,005 964,875
Inventories (Notes 1 and 3) 1,409,582 1,305,500
Other current assets 15,391 11,746
------------ ------------
TOTAL CURRENT ASSETS 3,527,173 3,064,270
Property and equipment, net (Notes 1 and 4) 2,165,367 2,142,388
Limited partnership interests (Notes 1 and 5) 2,314,215 2,337,073
Notes receivable - related parties (Note 11(c)) 2,172,355 2,172,355
Non-current inventory (Notes 1 and 3) 1,440,902 1,440,902
Patents and other assets 53,927 63,443
------------ ------------
$ 11,673,939 $ 11,220,431
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------
LIABILITIES:
CURRENT:
Accounts payable and accruals $ 443,696 $ 249,232
Income taxes (Notes 1 and 8) 105,867 51,489
Notes payable - banks (Note 6(a)) 3,075,365 1,777,697
Note payable - related parties (Note 6(c)) 0 946,278
------------ ------------
TOTAL CURRENT LIABILITIES 3,624,928 3,024,696
Long term debt, less current maturities 150,000 0
Bonds payable (Note 6(b)) 855,000 1,275,000
Deferred income taxes (Notes 1 and 8) 14,766 14,766
------------ ------------
TOTAL LIABILITIES 4,644,694 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 4,491,165 4,367,889
------------ ------------
7,497,608 7,374,332
Less treasury stock at cost - 247,148 shares
in 1999 and 1998 (Note 9(c)) (468,363) (468,363)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 7,029,245 6,905,969
------------ ------------
$ 11,673,939 $ 11,220,431
============ ============
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 SIX MONTHS ENDED
June 30, June 30,
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $ 823,058 $ 755,328 $ 1,546,129 $ 1,391,556
----------- ----------- ----------- -----------
OPERATING COSTS AND EXPENSES:
Cost of goods sold 427,259 433,266 818,369 767,548
Selling, general and administrative 632,196 536,134 1,214,649 1,020,890
Research and development expense 11,545 1,821 11,545 38,333
----------- ----------- ----------- -----------
1,071,000 971,221 2,044,563 1,826,771
----------- ----------- ----------- -----------
Operating loss (247,942) (215,893) (498,434) (435,215)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Investment income - related party (Note 5) 302,123 253,037 707,433 503,784
Interest income - related parties 49,531 56,566 100,029 114,458
Interest expense - other (70,031) (66,889) (121,020) (126,529)
Other income $ 15,831 $ 16,529 9,648 32,069
----------- ----------- ----------- -----------
297,454 259,243 696,090 523,782
----------- ----------- ----------- -----------
Income before income taxes 49,512 43,350 197,656 88,567
Income taxes (Notes 1 and 8) 28,644 16,313 74,378 33,328
----------- ----------- ----------- -----------
Net income $ 20,868 $ 27,037 $ 123,278 $ 55,239
=========== =========== =========== ===========
Basic and diluted earnings per share (Note 13) $ 0.00 $ 0.01 $ 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>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 123,278 $ 55,239
Adjustments to reconcile net income to net
cash used in operations:
Depreciation 57,661 51,736
Amortization 9,516 12,556
Investment income - related party (707,433) (503,784)
Changes in operating assets and liabilities:
(Increase) in receivables and other current assets (228,230) (40,949)
(Increase) decrease in inventories (104,082) 42,964
Decrease (increase) in patents and other assets 5,871 (53,586)
Increase (decrease) in accounts payable and accruals 194,464 (85,546)
Increase (decrease) in income taxes payable 54,378 (2,744)
----------- -----------
NET CASH USED IN OPERATIONS (594,577) (524,114)
----------- -----------
INVESTING ACTIVITIES:
Property and equipment additions, net of dispositions (90,156) (367,132)
Distributions from partnership interest 657,871 527,247
Investment in limited partnerships 22,858 (98,182)
Loans to related parties 0 (145,008)
----------- -----------
NET CASH PROVIDED (USED IN) INVESTING ACTIVITIES 590,573 (83,075)
----------- -----------
FINANCING ACTIVITIES:
Net borrowings and repayments of bank and other loans 1,447,668 573,353
Net borrowings, related parties (946,278) 0
Repayment of Bonds (420,000) 0
Sales of common stock 0 5,250
Disgorgement of stock sale profits 0 93,750
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 81,390 672,353
----------- -----------
INCREASE IN CASH 77,386 65,164
CASH, BEGINNING OF PERIOD 265,952 7,013
----------- -----------
CASH, END OF PERIOD $ 343,338 $ 72,177
=========== ===========
</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:
June 30, December 31,
1999 1998
----------- -----------
Raw materials $ 58,922 $ 169,956
CRA-Z Soap 101,647 156,000
Finished goods 1,293,013 1,023,544
Obsolescence reserve (44,000) (44,000)
----------- -----------
$ 1,409,582 $ 1,305,500
=========== ===========
Non-Current Inventory $ 1,440,902 $ 1,440,902
=========== ===========
The non-current portion of inventory consists of $1,440,902 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 and 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 Six Months Ended
June 30, June 30,
-------------------- --------------------
1999 1998 1999 1998
------- ------- ------- -------
Revenues $ 9,431 $ 9,057 $21,019 $20,181
Costs and expenses 3,783 4,466 7,792 10,322
------- ------- ------- -------
Net income $ 5,648 $ 4,591 $13,227 $ 9,859
======= ======= ======= =======
Company's share of
Net income $ 360 $ 242 $ 765 $ 486
======= ======= ======= =======
Consulier owned approximately 9% and 7% of AVM's capital as of June 30, 1999 and
1998, respectively. Based on capital and earnings distributions provided in the
partnership agreement, Consulier was allocated approximately 6% and 5% of AVM's
earnings at June 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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Net income,
Numerator for basic and diluted
Earnings per share $ 20,868 $ 27,037 $ 123,278 $ 55,239
Denominator:
Denominator for basic Earnings
per share, weighted-average shares 4,888,918 4,887,072 4,888,918 4,882,951
Effect of dilutive securities:
Stock options -- 57,657 -- 61,542
Warrants 10,617 12,752 5,742 13,567
---------- ---------- ---------- ----------
Dilutive potential common shares 10,617 70,409 5,742 75,109
Denominator for diluted Earnings
per share, adjusted weight-
average shares 4,899,535 4,957,481 4,894,660 4,958,060
========== ========== ========== ==========
Basic earnings per share .00 .01 .03 .01
Diluted earnings per share .00 .01 .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 six month period of 1999 conpared to 1998. Year to date, net income
increased $68,039 or 123% to $123,278 from $55,239 in 1998. For the second
quarter, quarter-to-quarter comparison showed a decrease in net income of $6,169
from $27,037 in 1998 to $20,868 in 1999.
Net sales of the Company's Southeast Automotive parts distribution segment
represent 97% of Consulier's net sales. Sales for this segment increased
$118,384 or 9% to $1,495,540 for the six month period in 1999 compared to
$1,377,156 in 1998. Sales for the second quarter of 1999 increased $52,522
compared to the second quarter of 1998. Gross profit on sales increased to 47%
of sales in 1999 compared to 44% of sales in 1998. Selling, General and
Administrative expenses were $763,414 for the six months of 1999 compared to
625,217 in 1998, an increase of $138,197 or 22%. The major items of the increase
in expenses were sales related, an increase in payroll of $49,809, sales
commission $34,391, advertising and trade show expenditures 11,349, travel and
entertainment $25,802, and an increase in office and telephone expenses of
$29,178. The automotive parts distribution segment experienced a loss before
taxes of $177,835 in the six month period of 1999 compared to a loss before
taxes of 137,638 in 1998's period. For the second quarter of 1999 the before
taxes loss was $87,254 compared to a loss of $88,144 in the second 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 six month period of 1998 this segment lost
$212,294. During this period it had no revenues and its major expenditures were
for research and development, marketing, and travel. In the six month period of
1999 this segment recorded revenues of $46,220, Cost-of-Goods-Sold of $29,635
for a Gross Profit of $16,585. Selling, General and Administrative expenses were
$274,695 for the six months resuling in a $258,110 loss before taxes for this
segment. The losses before taxes for this segment for the second quarter of 1999
and 1998 were $134,078 and $88,0781, respectively.
10
<PAGE> 11
Investment income from Consulier's AVM limited partnership interest was $707,433
in the first six months of 1999. In the six month period of 1998, investment
income was $503,784; $486,340 from AVM and $17,444 from The High Risk
Opportunity Fund. For the second quarter of 1999 investment income was $302,123
compared to $253,037, in the second quarter of 1998.
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 June 30, 1999, Consulier's cash totaled $343,338 as compared to $265,952 at
December 31, 1998. During the six month period, Consulier's cash increased
$77,386. 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
11
<PAGE> 12
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 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 six 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, $1,441,000 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.
12
<PAGE> 13
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 1997, Consulier purchased a minority equity interest in BioSafe
Systems, LLC., a New Jersey limited liability corporation ("BioSafe"). Biosafe
develops and markets environmentally safe products, alternatives to
traditionally toxic pesticides.
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 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.
13
<PAGE> 14
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.
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 June 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 second 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 second 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 second 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 June 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: August 11, 1999 Ralph D. Butler
Secretary/Treasurer
Chief Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 343
<SECURITIES> 0
<RECEIVABLES> 1,803
<ALLOWANCES> 44
<INVENTORY> 1,410
<CURRENT-ASSETS> 3,527
<PP&E> 2,899
<DEPRECIATION> (734)
<TOTAL-ASSETS> 11,674
<CURRENT-LIABILITIES> 3,625
<BONDS> 855
0
0
<COMMON> 51
<OTHER-SE> 6,978
<TOTAL-LIABILITY-AND-EQUITY> 11,674
<SALES> 1,546
<TOTAL-REVENUES> 1,546
<CGS> 818
<TOTAL-COSTS> 818
<OTHER-EXPENSES> 1,226
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121
<INCOME-PRETAX> 197
<INCOME-TAX> 74
<INCOME-CONTINUING> 123
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
