SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-17430
DANZER CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-3431486
(State of other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
17500 York Road 21740
Hagerstown, MD (Zip Code)
(Address of principal executive offices)
(301) 582-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 ____
------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Common Stock April 30, 2001
$.0001 par value 17,760,015 shares
DANZER CORPORATION AND SUBSIDIARY
INDEX
PAGE(s)
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PART I - CONSOLIDATED FINANCIAL STATEMENTS:
Review by Independent accountants 3
Consolidated Balance Sheets - April 30, 2001 and October 31, 2000. 4
Consolidated Statements of Operations - 5
Three Months and Six Months Ended April 30, 2001 and 2000
Consolidated Statements of Cash Flows - 6
Three Months Ended April 30, 2001 and 2000
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION: 13
2
Review by Independent Accountants
---------------------------------
The consolidated statement of financial position as of April 30, 2001, the
consolidated statements of operations for the three-month and six-month periods
ended April 30, 2001 and 2000, and the consolidated statements of cash flows for
the six-month period ended April 30, 2001 and 2000, have been reviewed by the
registrant's independent accountants, Linton, Shafer & Company, P.A., whose
report covering their review of the financial statements follows.
Independent Accountants' Report
-------------------------------
Board of Directors
Danzer Corporation
We have reviewed the accompanying condensed consolidated balance sheets of
Danzer Corporation and Subsidiary as of April 30, 2001, and the related
condensed consolidated statement of operations for the three-month and six-month
periods ended April 30, 2001 and the consolidated statement of cash flows for
the six-month period ended April 30, 2001 and 2000. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of the Company as of October 31,
2000, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated December 13, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated statement of financial position as of
October 31, 2000, is fairly stated, in all material respects, in relation to the
consolidated statement of financial position from which it has been derived.
/s/ Linton, Shafer & Company, P.A.
June 6, 2001
Frederick, Maryland
3
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
APRIL 30, OCTOBER 31,
2001 2000
---------------- ----------
( Unaudited ) ( Audited )
CURRENT ASSETS
Cash and cash equivalents $ 25,958 -0-
Accounts receivable, less allowance for doubtful
accounts of $21,315 and $ 22,221 respectively 839,231 988,194
Inventories 482,121 699,524
Prepaid expenses and other 23,440 38,155
------- ---------
Total current assets 1,370,750 1,725,873
--------- ---------
PROPERTY, PLANT AND EQUIPMENT 4,074,925 3,941,593
Less - accumulated depreciation and amortization (2,662,204) (2,536,090)
--------- ---------
Total property, plant and equipment, net 1,412,721 1,517,955
--------- ---------
OTHER ASSETS
Other, net 54,876 62,034
Morrison License 60,004 80,004
----------- ---------
Other Total Assets 114,880 142,038
TOTAL ASSETS $ 2,898,351 $ 3,385,866
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 728,112 $ 767,015
Accounts payable 428,656 651,728
Accrued salaries and wages 80,401 81,160
Accrued expenses, other 55,446 167,953
----------- -----------
Total current liabilities 1,292,615 1,667,856
LONG-TERM DEBT, net of current portion 664,697 782,442
----------- -----------
STOCKHOLDERS' EQUITY 941,039 935,568
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 2,898,351 $ 3,385,866
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
4
DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED APRIL 30, SIX MONTHS ENDED APRIL 30,
---------------------------------- --------------------------------
2001 2000 2001 2000
------------- -------------- -------------- --------------
NET SALES $ 1,559,929 $ 2,284,021 $ 2,983,815 $ 3,486,747
COST OF GOODS SOLD 1,257,554 1,807,279 2,396,570 2,819,179
----------- ----------- ------------ ------------
GROSS PROFIT 302,375 476,742 587,245 667,568
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 265,322 350,640 512,861 655,944
----------- ----------- ------------ ------------
INCOME (LOSS) FROM OPERATIONS 37,053 126,102 74,384 11,624
----------- ----------- ------------ ------------
INTEREST EXPENSE, NET 39,184 51,875 77,946 92,100
OTHER (INCOME) NET (4,980) (7,805) (9,033) (16,141)
----------- ----------- ----------- ------------
NET INCOME (LOSS) 2,849 82,032 5,471 (64,335)
PER COMMON SHARE DATA:
NET INCOME (LOSS) per SHARE $ .00 $ 0 $ .00 ($ .00 )
=========== =========== ============ ============
WEIGHTED AVERAGE
SHARES OUTSTANDING 17,760,015 17,738,348 17,760,015 17,738,348
============ =========== ============ ============
The accompanying notes are an integral part of
the consolidated financial statements.
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DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
SIX MONTHS ENDED APRIL 30,
----------------------------
2000 2001
------------ ------------
OPERATING ACTIVITIES:
Net (Loss) income ($ 64,335) 5,471
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 161,150 153,272
Net (increase) decrease in non-cash current assets:
Accounts receivable ( 403,063) 154,917
Inventories ( 149,796) 217,403
Prepaid expenses and other 24,217 14,115
Provision for bad debt 11,423 (5,954)
Net increase (decrease) in non-debt current liabilities:
Accounts payable 249,269 ( 223,073)
Accrued commissions, salaries and wages 6,172 ( 35,735)
Accrued expenses, other ( 25,706) ( 77,527)
(Increase) decrease in other assets, net 47,752 600
---------- -----------
Net cash provided by (used in) operating activities ( 142,917) 203,489
---------- -----------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 79,814) ( 20,880)
Proceeds from sale of equipment -0- -0-
---------- -----------
Net cash used in investing activities ( 79,814) ( 20,880)
FINANCING ACTIVITIES:
Deferred Financing Fees ( 72,624) -0-
Net borrowings (repayments) under revolving loan agreement 437,276 ( 32,157)
Payments of long-term debt ( 645,661) ( 124,494)
Proceeds from issuance of long term debt 600,000 0
---------- -----------
Net cash provided by (used in) financing activities 318,991 ( 156,651)
---------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS 96,260 25,958
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -0- -0-
---------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 96,260 $ 25,958
========== ===========
The accompanying notes are an integral part of
the consolidated financial statements.
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DANZER COPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
SIX MONTHS ENDED APRIL 30,
-----------------------------
2001 2000
--------------- ------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 77,946 $ 92,100
=============== ============
Income taxes $ 0 $ 0
=============== ============
The accompanying notes are an integral part of
the consolidated financial statements
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DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Description of Business
Danzer Corporation (the "Company") was incorporated on October 6, 1987.
Effective August 1, 1998, Danzer Corporation acquired all of the issued and
outstanding common shares of Global Environmental Holdings, Inc. ("Global
Holdings"), Danzer Industries, Inc. ("Danzer"), a wholly owned subsidiary of
Danzer Corp., that is principally engaged in the design and manufacture of truck
bodies. Danzer's revenues represent approximately 100% of the Company's revenues
and are generated throughout the United States.
The accompanying consolidated financial statements present the accounts of
Danzer Corporation and its wholly owned subsidiary. The entities are
collectively referred to herein as the "Company". All significant inter-company
transactions and balances have been eliminated in consolidation. The Company is
on an October 31, fiscal year. The Company has filed all required filings for
its year ending October 31,2000 and incorporates by reference those filings. The
reader should read the audit and accompanying footnotes in conjunction with this
document. The figures as of April 30, 2001 and April 30, 2000 are unaudited.
The Company uses the equity method of accounting for a 49% owned interest
in a joint venture. The original investment is recorded at cost, adjusted for
the Company's share of undistributed earnings or losses. The operations of the
joint venture are presently immaterial.
Inventories
Inventories are stated at the lower of cost (first in, first - out) or market
and are comprised of the following components:
April 30, October 31,
2001 2000
----- ----
Raw materials $ 224,227 $ 335,037
Work-in-process 222,862 234,447
Finished goods 35,032 130,040
-------------- --------------
Total $ 482,121 $ 699,524
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
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DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
NOTE 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
Major Customers
The following is a list of the Company's customers that represent 10% or more of
consolidated net sales (from continuing operations):
TOTAL PERCENTAGE OF NET SALES
April 30 YEAR ENDED OCTOBER 31
----------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Elevator Manufacturer 0% 0% 0% 4% 13%
Truck Body Manufacturer 56% 57% 63% 55% 41%
The Company's decision to exit the manufacturing of elevator parts and focus
exclusively on the manufacturing of truck bodies resulted in the loss of
revenues from sales of this division.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require Management to make estimates and
assumptions that effected the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
NOTE 2. FINANCING ARRANGEMENTS
On January 21, 2000, Danzer closed on a financing arrangement with
Banc of America Commercial Finance Corporation ("BACFC). As part of this
financing arrangement, BACFC extended a $600,000 term loan secured by its land
and building terms of the loan call for monthly installments due over 7 years
with interest calculated at BACFC's prime rate plus 2.25%. Additionally BACFC is
providing a revolving line of credit up to $1.15 million secured by accounts
receivables and inventory. BACFS and Danzer agreed upon advance rates, annual
fees, audit fees covenants and other terms customary with this type of
financing. Danzer used proceeds from these loans to repay certain indebtedness.
On October 2, 2000, BACFC sold these notes to Wells Fargo Business Credit
("Wells Fargo"). Wells Fargo continues to service the loans just as BACFC did.
To provide additional availability under the BACFC revolving loan,
Danzer entered into an agreement with Duncan-Smith Investments, Inc.
(Duncan-Smith) whereby Duncan-Smith pledged a $150,000 certificate of deposit to
provide additional availability to Danzer. Under terms of this agreement Danzer
paid Duncan-Smith an origination fee of $7,500 and on a quarterly basis paid a
fee to Duncan-Smith if the Company utilized this excess availability. Goodhue W.
Smith III is a principal in Duncan-Smith and is Chairman of the Board of the
Company. Through October 31, 2000 the Company made only limited use of this
facility. This facility matured in January 2001. Danzer was desirous of
extending this arrangement. In January 2001 the Company entered into a new
agreement with Duncan-Smith. Under the new agreement, Danzer pays a quarterly
fee of $2,000, pays no utilization fee and has the right to terminate this
arrangement on 90 days written notice to Duncan-Smith. On April 30, 2001, the
Company had $457,947 in availability under the line of credit. This availability
does not include any availability under the advance from Duncan-Smith.
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DANZER COPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
Note 3. Management's discussion and analysis of financial condition and Results
of Operations
The following discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the non-audited
financial statements and related notes of the Company included elsewhere in this
report. This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other parts of this Quarterly Report on Form 10-Q
contain forward-looking statements that involve risks and uncertainties.
The Company's ability to increase sales depends on many factors not within the
Company's control including planned capital expenditures by end users, general
economic conditions and pricing policies by competitors. The Company's decision
to focus exclusively on truck body sales also increases the risk of selling to
only on industry segment.
As a result, the actual results realized by the Company could differ materially
from the results discussed in or contemplated by the forward-looking statements
made herein. Words or phrases such as "will," "expect," "believe," "intend,"
"estimates," "project," "plan" or similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements made in this Quarterly Report on Form 10-Q.
Results of Operations
---------------------
Three Months
------------
For the quarter ended April 30, 2001 the Company reported sales of
$1,559,929 versus sales of $2,284,021 for the quarter ended April 30, 2000. This
31.7% decrease was primarily a result of a reduction of $354,596 in shipments to
its largest customer. Danzer shipped $884,176 to this customer in the quarter
ending April 30, 2001 versus $1,238,772 in the quarter ending April 30, 2000.
Gross profits for the quarter ending April 30, 2001 were $302,375 versus
gross profits of $476,742 in the quarter ending April 30, 2000. The decrease is
primarily due to the higher fixed cost component of manufacturing overhead being
spread over fewer units being sold. The gross profit margin for the three months
ending April 30, 2000 was 20.9% versus 19.4% in the April 30, 2001 quarter.
Management of Danzer recognizes this gross profit margin to be below acceptable
levels, but believes that with increased units sold margins will increase to
more acceptable levels. Danzer is reviewing all aspects of the manufacturing
process to identify potential savings.
10
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
Note 3 Management's discussion and analysis of financial condition and Results
of Operations (Continued)
Selling, general and administrative expenses for the quarter ending April 30,
2001 totaled $265,322 versus $350,640 for the quarter ending April 30, 2000. Of
this $85,318 decrease, $66,486 is attributable to lower administrative expenses.
A portion of this lower administrative expense is a result of lower salary and
bonuses for administrative staff. The Company did lose a salesman in one of its
territories and has subsequently filled this position after the end of the
second quarter.
Interest expense for the three months ending April 30, 2001 was $39,184 or
$12,691 lower than for the comparable three-month period in 2000. This reduction
is a result of a lower interest rates and lower amounts borrowed on the line of
credit. This trend is expected to continue for the full fiscal year.
For the quarter ending April 30, 2001 the Company earned $2,849 versus
$82,032 for the quarter ending April 30, 2000.
Six Months
----------
For the six months ended April 30, 2001 Danzer realized revenues of
$2,983,815 versus $3,486,747 in revenues for the six months ending April 30,
2000. Of this $ 502,932 decrease $439,951 were OEM sales and $62,981 were sales
of the Morrison line. The Company increased prices on its OEM service bodies
effective November 1, 2000. In addition, due to the lower purchase order
received from the Company's major customer certain volume purchase discounts
were not earned by this customer.
While gross profits decreased from $667,568 in the April 30, 2000 quarter
to $587,245 in the April 30, 2001 quarter, the gross profit margins were higher
19.6% versus 19.1%. This increase is attributed to the previously mentioned
price increases to its largest customer.
Selling, general and administrative expenses for the April 30, 2001 quarter
were $512,861 versus $655,944 in the quarter ending April 30, 2000. This
decrease is a result of an aggressive cost containment program by management.
Administrative salaries, commissions, travel, fringe benefits and bank finance
fees were all less than in the previous quarter. Accruals for management bonuses
were less then in prior year accruals. Interest expense for the quarter ending
April 30, 2001 was $14,154 lower than in the same quarter of the prior year with
a total expense of $77,946. This lower interest expense was a result of smaller
outstanding balances on the line of credit and lower interest rates. Danzer was
negatively impacted by a requirement to pay a certain minimum amount of interest
to its lender.
11
For the six months ending April 30, 2001 the Company reported an income of
$ 5,471 versus a loss of $64,335 in the quarter ending April 30, 2000.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
Note 3 Management's discussion and analysis of financial condition and Results
of Operations (Continued
Liquidity and Capital Resource
------------------------------
Cash flow from operations increased during the six months ending April 30,
2001 by $203,489 over the October 31,2000 figures. This improvement was the
result of the lower revenues requiring substantially less accounts
receivable, lower accrued expenses and lower inventories. Even though
accounts payable were lower the reduction in the current assets was
greater. The Company made a concerted effort to minimize inventories during
this period by reducing the amount of finished goods inventory by $95,008.
Also because of the lower revenues, the amount borrowed on the line of
credit was substantially below the figures at year-end.
Investing activities utilized for capital items $20,880 in cash for fiscal
quarter April 30, 2001. Capital expenditures were made to purchase a die to
form a new style drip edge on all our truck bodies manufactured. This
compares to $79,814 invested in the same six-month period the prior year.
Effective January 21, 2000, the Company and Banc of America Commercial
Finance Corporation ("BOACFC") entered into a loan agreement whereby BOACFC
agreed to lend the Company $600,000 pursuant to a 7 year term loan and
arrange a $1.15 million working capital credit facility (the "BOACFC
Loan"). Upon closing, the BOACFC Loan replaced the Company's facility with
Finova and paid off the Duncan Smith Company Note in full. The Company has
received indications from its largest customer that there requirements for
product will be at a greater levels. Accordingly Danzer is anticipating
that its working capital requirements will increase dramatically in its
third quarter. The Company believes it will be able to meet these needs by
utilizing its line of credit and increasing its payables and accrued
liabilities.
12
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED APRIL 30, 2001
PART II OTHER INFORMATION
Danzer has entered into a preliminary agreement with Obsidian Capital
Partners, L.P. and two of its principals ("Obsidian") with regard to a
business combination with four entities of Obsidian. It is anticipated that
the transaction will close in June 2001. Once all of the entities are
combined with Danzer, Obsidian will have effective control of Danzer. The
combination will be effected with Danzer issuing convertible preferred
stock. Although a tentative agreement has been reached with the principals
of Obsidian, there can be no assurances that a final agreement will be
negotiated and approved by all the necessary parties, or that all the
necessary approvals of any regulatory bodies or lenders will be obtained.
13
SIGNATURES
Pursuant to 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 thereunto duly authorized.
DAZNER CORPORATION
(Registrant)
Date: June 12, 2001 /S/ Mark McGlaughlin
-----------------------------------------
Mark McGlaughlin, Chief Financial Officer
14