<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
March 31, 2000 Number 0-26150
MILEMARKER INTERNATIONAL, INC.
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(Exact Name Of Small Business Registrant As Specified In Its Charter)
New York 11-2128469
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(State or other (IRS Employer
jurisdiction of Identification
incorporation) Number)
1450 S.W. 13TH COURT, POMPANO BEACH, FLORIDA 33069
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(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 March 31, 2000, the Registrant had outstanding 10,684,357 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," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements." 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
and national 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.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheet, March 31, 2000 and
December 31, 1999 ..................................................... 4
Consolidated Statement of Operations, Three months ended
March 31, 2000 and March 31, 1999 ..................................... 5
Consolidated Statement of Cash Flows, Three months ended
March 31, 2000 and March 31, 1999 ..................................... 6
Notes to Consolidated Financial Statements ............................ 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................. 8-9
PART II OTHER INFORMATION
Item 1 Legal Proceedings ..................................................... 10
Item 2 Changes in Securities ................................................. 10
Item 3 Defaults Upon Senior Securities ....................................... 10
Item 4 Submission of Matters to a Vote of Security Holders ................... 10
Item 5 Other Information ..................................................... 10
Item 6 Exhibits and Reports on Form 8-K ...................................... 10
SIGNATURES ...................................................................... 11
</TABLE>
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<PAGE> 4
MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets
UNAUDITED
<TABLE>
<CAPTION>
March 31 December 31,
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 37,083 $ 187,830
Accounts Receivable, net of allowance for doubtful
accounts of $19,000 and $14,000, respectively 1,146,670 943,510
Inventory 1,671,849 1,749,865
Other Receivables 13,293 13,293
Deferred Tax Asset 16,855 94,010
Prepaid Expenses 22,474 16,289
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Total Current Assets 2,908,224 3,004,797
PROPERTY AND EQUIPMENT, NET 171,620 131,596
OTHER ASSETS 153,695 161,813
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Total Assets $3,233,539 $3,298,206
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable - Line of Credit $1,164,510 $1,369,845
Current Maturities of Notes Payable -- 31,726
Note Payable - Shareholder -- 45,000
Accounts Payable 203,922 216,076
Income Taxes Payable 43,322 --
Accrued Liabilities 37,098 51,344
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Total Current Liabilities 1,448,852 1,713,991
DEFERRED TAX CREDIT 16,010 16,010
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Total Liabilities 1,464,862 1,730,001
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SHAREHOLDERS' EQUITY
Common Stock, $.001 par value; 20,000,000 shares
authorized, 10,684,357 shares issued and
outstanding in 2000 and 1999, respectively 10,684 10,684
Paid-in Capital 1,546,165 1,546,165
Retained Earnings 211,828 11,356
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Total Shareholders' Equity 1,768,677 1,568,205
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Total Liabilities & Shareholders' Equity $3,233,539 $3,298,206
========== ==========
</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 March 31, 2000 and 1999
UNAUDITED
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Sales $ 1,778,913 $ 1,173,911
Cost of Sales 940,856 658,712
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Gross Profit 838,057 515,199
Selling Expenses 145,838 115,920
General and Administrative Expenses
Salaries and Wages 143,601 120,898
Professional Fees 64,714 34,183
Rent 19,349 19,349
Depreciation and Amortization 25,482 37,775
Insurance 10,705 12,111
Vehicle Expenses 6,753 6,567
Research & Development 1,841 1,330
Other 43,171 38,226
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Total General and Administrative Expenses 315,616 270,439
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Total Expenses 461,454 386,359
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Income from Operations 376,603 128,840
Other Expenses
Interest Expense (41,544) (48,195)
Licensing Costs (10,985) (18,628)
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Total Other Expenses (52,529) (66,823)
Income before Provision for Income Taxes 324,074 62,017
Provision for Income Taxes (123,602) --
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Net Income $ 200,472 $ 62,017
============ ============
Per Share Data:
Weighted Average Shares Outstanding:
Basic 10,684,357 10,684,357
Diluted 10,934,357 10,934,357
Net Income per Common Share:
Basic $ 0.02 $ 0.01
Diluted $ 0.02 $ 0.01
</TABLE>
The accompanying Notes are an integral part of these financial statements.
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MILEMARKER INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2000 and 1999
UNAUDITED
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 200,472 $ 62,017
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 25,482 37,775
Deferred income taxes 77,155 --
Bad debts 5,227 --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (202,933) (142,950)
Inventories 78,016 120,358
Prepaid expenses (18,053) 12,688
Other assets 5,118 (748)
(Decrease) increase in:
Accounts payable (12,154) (3,979)
Income taxes payable 43,322 --
Accrued liabilities (14,246) 12,549
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Net cash provided by operating activities 187,406 97,710
INVESTING ACTIVITIES
Capital equipment acquisitions (56,092) --
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Net cash used in investing activities (56,092) --
FINANCING ACTIVITIES
(Repayment of) proceeds of short term borrowing (282,061) 45,776
Principal payments on long-term debt -- (31,403)
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Net cash (used)/provided by financing activities (282,061) 14,373
(Decrease)/Increase in Cash (150,747) 112,083
Cash at Beginning of Period 187,830 62,726
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Cash at End of Period $ 37,083 $ 174,809
========= =========
Supplementary Disclosure of Cash Flow Information:
Cash paid during the period for Interest $ 58,303 $ 46,520
Cash paid during the period for Income Taxes $ 6,141 --
</TABLE>
The accompanying Notes are an integral part of these financial statements
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<PAGE> 7
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 financial 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, 1999 of MileMarker International, Inc.,
as filed with the Securities and Exchange Commission. The summary December 31,
1999 balance sheet was derived from audited consolidated financial statements,
but does not include all disclosures required by generally accepted accounting
principles at December 31, 1999.
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 neces- sarily 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 quarters ended March
31, 2000 and 1999.
NOTE 2: RECLASSIFICATION
Certain amounts in prior periods have been reclassified for comparative
purposes.
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<PAGE> 8
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 three months ended March 31, 2000, and 1999:
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Sales 100.0% 100.0%
Cost of Sales 52.9% 56.1%
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Gross Profit 47.1% 43.9%
Selling, General and
Administrative Expenses 25.9% 32.9%
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Income from Operations 21.2% 11.0%
Other Expense (0.6)% (1.6)%
Interest Expense (2.4)% (4.1)%
--------- ---------
Pre-Tax Income 18.2% 5.3%
Income Taxes (6.9)% 0.0%
--------- ---------
Net Income 11.3% 5.3%
</TABLE>
Sales of $1,778,913 for the three months ended March 31, 2000, were
$605,002, or approximately 52% more than comparable 1999 sales of $1,173,911.
All of this sales increase was due to approximately $765,000 of military winch
sales, which were offset by a decrease of approximately $180,000 in hub sales.
Domestic and foreign winch sales were about the same in both years. The Company
believes that its winch sales continue to be adversely affected in large part by
unfair competition in the U.S. market from a major competitor (see Part II -
"Legal Proceedings"),
The Company's quarterly gross profit margin continued to improved by
another 3.2% of sales in the March 2000 quarter from the same period in 1999,
reflecting an increase in profit margins on the sale of winches. Selling costs,
however, increased by about $30,000 in the first three months of 2000 to
$145,838 from $115,920 Most of this selling cost increase was due to sales
commissions on military sales.
General and administrative expenses for the three months ended March 31,
2000 increased by $45,176, or about 17%, from $270,439 in 1999 to $315,615 in
2000. The most significant increase in general and administrative expenses from
the first three months
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<PAGE> 9
of 1999 related primarily to salaries and professional fees, which increased by
$22,705 and $30,531, respectively, over 1999 levels. These increases were offset
by a decrease of about $17,000 in loan amortization costs over the same period
in 1999 resulting from the restructuring the Company's financing. Relative to
sales, the 2000 first quarter's total general and administrative costs decreased
by about 5% of sales from the comparable period in 1999.
The Company's income from operations for the first three months of 2000
was almost triple that earned in the same period in 1999 - $376,603 versus
$128,840 due to higher sales and improved profit margins. Other expenses,
consisting primarily of interest, were approximately 21% less than in the first
three months of 1999 due to reduced borrowings and the cessation of licensing
costs during the first quarter of 2000. Net income before taxes of $324,074 for
the quarter ended March 31, 2000 was more than five times the $62,017 income
before tax earned in the same period in 1999. The Company earned net income of
$200,472 after taxes in the first quarter of 2000. This represents earnings per
share of $.02 for the first quarter of 2000 compared to earnings per share of
$0.01 for the first three months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital increased by $168,566 to $1,459,372 on March 31,
2000 from $1,290,806 on December 31, 1999, and the Company's current ratio
increased to 2.01 at March 31, 2000, compared to 1.75 at December 31, 1999. The
Company's current assets decreased by $96,573 to $2,908,224 at March 31, 2000,
compared to $3,004,797 at December 31, 1999. Most of this decrease was due to
reduced cash balances resulting from more efficient cash management relating to
the Company's new credit facility. Accounts receivable increases of $203,160
from military orders were offset with reductions of $78,016 in inventory levels.
Borrowings under the Company's line of credit decreased by $205,335 from
December 31, 1999 levels. At the same time, the Company's remaining term loan
balance of $31,726 and its shareholder loan of $45,000 were both repaid during
the March 2000 quarter.
The Company funds its operations chiefly through the collection of its
trade receivables, supplemented with periodic short-term borrowings. On March 7,
2000, the Company replaced its $1,750,000 asset-based line of credit with a
$1,750,000 working capital line of credit from another lender on substantially
more favorable terms. This credit facility has a maturity of one year, is
secured by substantially all of the Company's assets and bears interest at a
rate approximating the prime interest rate.
The Company has no material commitments outstanding for major capital
expenditures during 2000.
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<PAGE> 10
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 the Com-
pany's sales and profits. The Company is seeking considerable, yet undetermined
damages, both of a compensatory and a punitive nature. Considerable discovery
has been completed and is continuing. In response to the Company's legal action,
Peterson Pub- lishing has filed a counterclaim for alleged defamation by the
Company and the Company's Chief Executive Officer. The Company's attorney fees
for this action are limited by con- tingency agreements. The Company's
management is unable at this time to quantify the effects of this action and the
counter-claim upon the Company's finances or its 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
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8K
None
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<PAGE> 11
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)
May 5, 2000 /s/ Richard E. Aho, President
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(Date) Richard E. Aho, President and
Principal Accounting Officer
May 5, 2000 /s/ Leslie J. Aho
- ------------------------- ------------------------------------
(Date) Leslie J. Aho, Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 37,083
<SECURITIES> 0
<RECEIVABLES> 1,179,145
<ALLOWANCES> 19,182
<INVENTORY> 1,671,849
<CURRENT-ASSETS> 2,908,224
<PP&E> 928,077
<DEPRECIATION> 756,457
<TOTAL-ASSETS> 3,233,539
<CURRENT-LIABILITIES> 1,448,852
<BONDS> 16,010
0
0
<COMMON> 10,684
<OTHER-SE> 1,757,993
<TOTAL-LIABILITY-AND-EQUITY> 3,233,539
<SALES> 1,778,913
<TOTAL-REVENUES> 1,778,913
<CGS> 940,856
<TOTAL-COSTS> 1,086,694
<OTHER-EXPENSES> 321,374
<LOSS-PROVISION> 5,227
<INTEREST-EXPENSE> 41,544
<INCOME-PRETAX> 324,074
<INCOME-TAX> 123,602
<INCOME-CONTINUING> 200,472
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 200,472
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
