<PAGE> 1
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission file
June 30, 1999 Number 0-26150
MILEMARKER INTERNATIONAL, INC.
------------------------------
(Exact Name Of Small Business Registrant As Specified In Its Charter)
New York 11-2128469
- -------- ----------
(State or other (IRS Employer
jurisdiction of Identification
incorporation) Number)
1450 S.W. 13th Court, Pompano Beach, Florida 33069
--------------------------------------------------
(Address of principal executive offices)
Registrant's Telephone Number: (954) 782-0604
Indicate by check mark whether the Registrant (1) has filed all documents
and reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or 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
On June 30, 1999, the Registrant had outstanding 10,684,354 shares of
common stock, $.001 par value.
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MILEMARKER INTERNATIONAL, INC.
FORWARD-LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-QSB or in future filings by the
Company (as hereinafter defined) with the Securities and Exchange Commission, in
the Company's press releases or other public or shareholder communications, or
in oral statements made with the approval of an authorized executive officer,
the words or phrases "will likely result," "are expected to," " will continue,"
"is anticipated," "plan," "estimate," "project," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak as of the date made, and to advise readers that various factors,
including regional, national and international economic conditions, substantial
changes in levels of market interest rates, credit and other risks of
manufacturing, distributing or marketing activities, and competitive and
regulatory factors could affect the Company's financial performance and could
cause the Company's actual results for future periods to differ materially from
those anticipated by any forward-looking statements.
The Company does not undertake and specifically disclaims any obligation to
update any forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.
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MILEMARKER INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets, June 30, 1999 and
December 31, 1998 ......................................................... 4
Consolidated Statements of Operations, Three months ended
June 30, 1999 and June 30, 1998 .......................................... 5
Consolidated Statements of Operations, Six months ended
June 30, 1999 and June 30, 1998 .......................................... 6
Consolidated Statements of Cash Flows, Six months ended
June 30, 1999 and June 30, 1998 ........................................... 7
Notes to Consolidated Financial Statements ................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................... 9-11
PART II OTHER INFORMATION
Item 1. Legal Proceedings .......................................................... 11
Item 2. Changes in Securities ...................................................... 11
Item 3. Defaults Upon Senior Securities ............................................ 11
Item 4. Submission of Matters to a Vote of Security Holders ........................ 11
Item 5. Other Information .......................................................... 11
Item 6. Exhibits and Reports on Form 8-K ........................................... 12
SIGNATURES ............................................................................. 13
</TABLE>
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<PAGE> 4
MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1999 1998
--------------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 112,811 $ 62,726
Accounts Receivable, net of allowance for doubtful
accounts of $6,869 and $7,000, respectively 822,411 834,660
Inventory 1,854,669 1,885,530
Other Receivables 21,296 --
Prepaid Expenses 16,423 23,806
----------- -----------
Total Current Assets 2,827,610 2,806,722
PROPERTY AND EQUIPMENT, NET 114,895 140,456
OTHER ASSETS
Unamortized Patent Costs, net 88,805 73,805
Deferred Financing Costs, net 11,740 23,254
Other 39,291 36,510
----------- -----------
Total Other Assets 139,836 133,569
Total Assets
----------- -----------
$ 3,082,341 $ 3,080,747
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable - Line of Credit $ 1,250,744 $ 1,413,814
Term Loan - Current 79,314 128,239
Current Maturities of Notes Payable 22,893 25,061
Accounts Payable 446,640 315,674
Accrued Liabilities 53,474 38,588
----------- -----------
Total Current Liabilities 1,853,065 1,921,376
LONG-TERM NOTES PAYABLE
Notes Payable - Shareholder 45,000 45,000
Other Notes Payable 2,268 12,712
----------- -----------
Total Long-Term Notes Payable 47,268 57,712
----------- -----------
Total Liabilities 1,900,333 1,979,088
=========== ===========
SHAREHOLDERS' EQUITY
Common Stock, $.001 par value; 20,000,000 shares
authorized, 10,684,354 shares issued and
outstanding in 1999 and 1998, respectively 10,684 10,684
Paid-in Capital 1,546,165 1,546,165
Accumulated Deficit (374,841) (455,190)
----------- -----------
Total Shareholders' Equity 1,182,008 1,101,659
Total Liabilities & Shareholders' Equity $ 3,082,341 $ 3,080,747
=========== ===========
</TABLE>
The accompanying Notes are an integral part of these financial statements.
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MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
UNAUDITED
1999 1998
----------------------------
SALES $ 935,314 $ 852,128
COST OF SALES 536,105 491,894
----------------------------
GROSS PROFIT 399,209 360,234
SELLING EXPENSES 83,269 104,412
GENERAL AND ADMINISTRATIVE EXPENSES
Salaries and Wages 126,299 80,993
Professional Fees 16,614 10,862
Rent 19,349 18,721
Depreciation and Amortization 20,954 38,021
Insurance 8,243 12,224
Vehicle Expenses 8,889 13,057
Research & Development 778 2,107
Other 41,542 21,199
----------------------------
Total General and Administrative Expenses 242,668 197,184
----------------------------
Total Expenses 325,937 301,596
----------------------------
INCOME FROM OPERATIONS 73,272 58,638
OTHER EXPENSES
Interest Expense (43,760) (48,203)
Licensing Costs (11,180) (14,936)
----------------------------
Total Other Expenses (54,940) (63,139)
Income/(Loss) before Income Taxes 18,332 (4,501)
Provision for Income Taxes (Benefit) -- --
----------------------------
NET INCOME/(LOSS) $ 18,332 $ (4,501)
============================
Per Share Data:
Weighted Average Shares Outstanding 10,684,350 10,684,350
Net Income/(Loss) per Common Share - Basic $ 0.00 $ (0.00)
The accompanying Notes are an integral part of these financial statements.
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<PAGE> 6
MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
UNAUDITED
1999 1998
----------------------------
SALES $ 2,109,226 $ 1,864,281
COST OF SALES 1,194,818 1,110,097
------------ ------------
GROSS PROFIT 914,408 754,184
SELLING EXPENSES 199,189 207,254
GENERAL AND ADMINISTRATIVE EXPENSES
Salaries and Wages 247,197 154,191
Professional Fees 50,797 45,818
Rent 38,697 37,159
Depreciation and Amortization 58,729 69,764
Insurance 20,354 9,944
Vehicle Expenses 15,456 22,626
Research & Development 2,108 4,625
Other 79,769 57,771
------------ ------------
Total General and Administrative Expenses 513,107 401,898
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Total Expenses 712,296 609,152
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INCOME FROM OPERATIONS 202,112 145,032
OTHER EXPENSES
Interest Expense (91,955) (92,892)
Licensing Costs (29,808) (33,707)
------------ ------------
Total Other Expenses (121,763) (126,599)
Income before Income Taxes 80,349 18,433
Provision for Income Taxes -- --
------------ ------------
NET INCOME $ 80,349 $ 18,433
============ ============
PER SHARE DATA:
Weighted Average Shares Outstanding 10,684,350 10,512,930
NET INCOME PER COMMON SHARE - BASIC $ 0.01 $ 0.00
The accompanying Notes are an integral part of these financial statements.
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<PAGE> 7
MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
UNAUDITED
1999 1998
----------------------
OPERATING ACTIVITIES:
Net income $ 80,349 $ 18,433
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 58,729 69,764
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 12,249 345,470
Inventories 30,861 (194,344)
Prepaid expenses 7,383 (19,220)
Other receivables (21,296) 39,685
Other assets (2,781) (14,188)
(Decrease) increase in:
Accounts payable 130,966 17,084
Accrued liabilities 14,886 (56,823)
----------------------
Net cash provided by operating activities 311,346 205,861
INVESTING ACTIVITIES:
Capital equipment acquisitions -- (6,317)
Patent costs (21,000) (623)
----------------------
Net cash used in investing activities (21,000) (6,940)
FINANCING ACTIVITIES:
Proceeds from sale of common stock -- 140,000
Repayment of short term borrowing (163,070) (228,611)
Deferred financing costs (15,654) (26,407)
Repayment of shareholder loans -- (79,043)
Principal payments on long-term debt (61,537) (27,963)
----------------------
Net cash used by financing activities (240,261) (222,024)
Increase (Decrease) in Cash 50,085 (23,103)
Cash at Beginning of Period 62,726 102,568
----------------------
Cash at End of Period $ 112,811 $ 79,465
======================
Supplementary Disclosure of Cash Flow Information:
Cash paid during the period for Interest $ 93,888 $ 92,892
The accompanying Notes are an integral part of these financial statements.
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MILEMARKER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts of
MileMarker International, Inc. and its wholly-owned subsidiary, MileMarker, Inc.
(collectively "the Company"). All necessary adjustments to the financial
statements have been made, and significant inter-company accounts and
transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements, which are
for interim periods, do not include all disclosures provided in the annual
consolidated finan-cial statements. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the footnotes thereto contained in the Annual Report on Form
10-KSB for the year ended December 31, 1998 of Mile-Marker International, Inc.,
as filed with the Securities and Exchange Commission. The summary December 31,
1998 balance sheet was derived from audited consolidated financial statements,
but does not include all disclosures required by generally accepted accounting
principles at December 31, 1998.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the financial statements. The
results for interim periods are not necessarily indicative of results to be
expected for the complete fiscal year.
Per share data was computed by dividing net income by the weighted
average number of shares outstanding during the period. The difference between
basic and diluted earnings per share is immaterial for the periods ended June
30, 1999 and 1998.
NOTE 2: RECLASSIFICATION
Certain amounts in prior periods have been reclassified for comparative
purposes.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Financial Statements appearing elsewhere in this quarterly report on
Form 10-QSB.
RESULTS OF OPERATIONS
The following table summarizes the results of operations, stated as a
percentage of sales, for the six months and three months ended June 30, 1999,
and 1998:
<TABLE>
<CAPTION>
Six Months Three Months
-------------------- ---------------------
1999 1998 1999 1998
---- ----- ---- ----
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 56.6% 59.5% 57.3% 57.7%
-------------------- --------------------
Gross Profit 43.4% 40.5% 42.7% 42.3%
Selling, General and
Administrative Expenses 33.8% 32.7% 34.9% 35.4%
-------------------- --------------------
Income from Operations 9.6% 7.8% 7.8% 6.9%
Other Expenses (1.4)% (1.8)% (1.2)% (1.7)%
Interest Expense (4.4)% ( 5.0)% (4.7)% (5.7)%
-------------------- --------------------
Net Income 3.8% 1.0% 1.9% (.5)%
</TABLE>
Sales of $2,109,226 for the six months ended June 30, 1999, were
$244,945, or approximately 13%, more than comparable 1998 sales of $1,864,281.
Approximately 50% of this increase in sales was attributable to the Company's
building special order products that were neither hubs nor winches, with the
remainder of this increase due to military winch shipments. However, hub sales
during the first six months of 1999 were less than in 1998. Also, the Company
believes that non-military winch sales were adversely affected in large part due
to unfair competition in the U.S. market (see Part II - "Legal Proceedings").
Sales for the three months ending June 30, 1999 were $83,186, or approximately
10%, greater than the comparable period in 1998, with military winch sales
partially offsetting weak hub sales and non-military winch sales during the
second quarter of 1999.
The Company's gross profit margin improved by nearly 3% in the first six
months of 1999 compared to the same period in 1998, reflecting lower product
costs. Selling costs decreased from approximately 11% of sales in the first six
months of 1998 to approximately 9.4% of sales during the six months ended June
30, 1999 due to changes in the Company's product mix.
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<PAGE> 10
General and administrative expenses for the six months ended June 30,
1999 increased by $111,209, or about 28%, from $401,898 in 1998 to $513,107 in
1999; $93,006 of this increase related to salaries, which were significantly
less in 1998 due to refunds made by executive officers to meet certain loan
covenants. Other areas of significant expense increase over the first six months
of 1998 were insurance expense, professional fees and other expenses. However,
loan amortization and interest costs were lower in 1999 than in 1998. The
Company's general and administrative expenses represented 24.3% of sales in the
first six months of 1999, compared to 21.6% in the same period of 1998.
The Company's income from operations for the first six months ending
June 30, 1999 was approximately 39% more than the same period in 1998 - $202,112
versus $145,032, chiefly due to improved profit margins. Net income of $80,349
for the six months ended June 30, 1999 was considerably more than the $18,433 of
net income earned in the same period in 1998. Net income during the three months
ending June 30, 1999 was $18,332, compared to a net loss of $4,501 during the
same period in 1998. The Company's earnings per share in the first six months of
1999 were $.01 compared to an immaterial amount in the same period of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current assets increased by $20,888 to $2,827,610 at June
30, 1999, compared to $2,806,722 at December 31, 1998. Most of this increase is
reflected in the increased cash balance of $112,811. Trade accounts receivable
and inventory levels both decreased slightly at June 30, 1999 from December 31,
1998, but were offset by an increase in other receivables totaling $21,296. Net
working capital increased by $89,199 from $885,346 on December 31, 1998, to
$974,545 on June 30, 1999, and the Company's current ratio increased to 1.53 at
June 30, 1999, compared to 1.46 at December 31, 1998. Borrowings under the
Company's line of credit decreased seasonally by $163,070 from December 31,
1998, but this decrease was offset by a $130,966 increase in accounts payable.
The Company's term loan decreased by $48,925 during 1999, representing
continuing principal payments.
The Company funds its operations principally through the daily collection of its
trade receivables, supplemented with asset-based borrowings. On March 31, 1999,
the Company renewed and increased its asset-based line of credit from $1,500,000
to $1,750,000 and extended the maturity of both its line of credit and term loan
to March 31, 2000. The entire credit facility includes an interest rate of 3.5%
above prime in addition to certain banking fees and requires as collateral a
security interest in all of the assets of MileMarker, Inc., including its
inventory and accounts receivable, as well as the pledge of all of the stock
held by MileMarker International, Inc. in MileMarker, Inc. and the key man life
insurance on the Company's President/Chairman.
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<PAGE> 11
The Company has no material commitments outstanding for major capital
expenditures during 1999. The Company has converted its computer system to be
Year 2000 compliant at a cost of approximately $16,000, which was allocated to
the purchase of new computer hardware and software.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is a party to business disputes arising
in the normal course of its business operations. The Company's management
believes that none of these actions, standing alone, or in the aggregate,
currently are material to the Company's operations or finances.
On March 4, 1999, the Company filed suit against Peterson Publishing and
Warn Industries, Inc. in Broward Circuit Court for defamation, civil conspiracy
and interference with business practices in connection with a November 1997
published test of its hydraulic winch and power source. The Company alleges that
Peterson Publishing conspired with its advertiser, Warn Industries, to
deliberately misrepresent the quality and performance of the Company's product
to potential consumers, thereby adversely affecting sales and profits. The
Company is seeking significant, yet undetermined, damages. Therefore, the
Company's management is unable at this time to quantify the effects of this
action upon the Company's finances or operations.
ITEM 2 CHANGES IN SECURITIES
None.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 OTHER INFORMATION
On April 15, 1999, the Company received notice from the United States
Army that it had been awarded an initial contract for the purchase of 289
hydraulic winch/ bumper assemblies, valued at $557,230. On July 25, 1999, the
Company received notice that it had been awarded an additional contract for 454
hydraulic winch/bumper assem-blies valued at $867,839. On July 30, 1999, the
Company received notice that options for an additional 464 units valued at
$1,087,119 were being ordered. The Company anticipates that it will be receiving
substantial additional military orders for its patented hydraulic winch as the
U.S. military replaces electric winches on its existing Humvee vehicles and
equips its new Humvee vehicles with the MileMarker winch.
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<PAGE> 12
ITEM 6 EXHIBITS AND REPORTS ON FORM 8K
SEC Form 8K filed on April 20, 1999 by the Company announcing receipt
of an initial military order for 289 of the Company's hydraulic winch/bumper
assemblies valued at $557,230.
SEC Form 8K filed on July 28, 1999 by the Company announcing receipt of
an additional military order for 454 of the Company's hydraulic winch/bumper
assemblies valued at $867,839
SEC Form 8K filed on August 2, 1999 by the Company announcing receipt
of an additional military order for 464 of the Company's hydraulic winch/bumper
assemblies valued at $1,087,119.
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<PAGE> 13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, duly authorized.
MILEMARKER INTERNATIONAL, INC.
- ------------------------------
(Registrant)
8-6-99 /s/ Richard E. Aho
- ------------------------- ----------------------------
(Date) Richard E. Aho, President and
Principal Accounting Officer
8-6-99 /s/ Leslie J. Aho
- ------------------------- ----------------------------
(Date) Leslie J. Aho, Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 112,811
<SECURITIES> 0
<RECEIVABLES> 850,576
<ALLOWANCES> 6,869
<INVENTORY> 1,854,669
<CURRENT-ASSETS> 2,827,610
<PP&E> 829,560
<DEPRECIATION> 714,665
<TOTAL-ASSETS> 3,082,341
<CURRENT-LIABILITIES> 1,853,065
<BONDS> 47,268
0
0
<COMMON> 10,684
<OTHER-SE> 1,171,324
<TOTAL-LIABILITY-AND-EQUITY> 3,082,341
<SALES> 2,109,226
<TOTAL-REVENUES> 2,109,226
<CGS> 1,194,818
<TOTAL-COSTS> 1,394,007
<OTHER-EXPENSES> 537,915
<LOSS-PROVISION> 5,000
<INTEREST-EXPENSE> 91,955
<INCOME-PRETAX> 80,349
<INCOME-TAX> 0
<INCOME-CONTINUING> 80,349
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80,349
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
