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 January 31, 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 January 31, 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 - January 31, 2001 and October 31, 2000. 4
Consolidated Statements of Operations -
Three Months Ended January 31, 2001 and 2000 5
Consolidated Statements of Cash Flows -
Three Months Ended January 31, 2001 and 2000 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II - OTHER INFORMATION: 12
Review by Independent Accountants
The consolidated statement of financial position as of January 31, 2001, the
consolidated statements of operations for the three-month period ended January
31, 2001 and 2000, and the consolidated statements of cash flows for the
three-month period ended January 31, 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 January 31, 2001, and the related
condensed consolidated statements of operations and cash flows for the
three-month periods ended January 31, 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.
February 26, 2001
Frederick, Maryland
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
JANUARY 31, OCTOBER 31,
2001 2000
---------------- --------------
( Unaudited ) ( Audited )
CURRENT ASSETS
Cash and cash equivalents $ -0- $ -0-
Accounts receivable, less allowance for doubtful
accounts of $ 22,823 and $ 22,221 respectively 675,359 988,194
Inventories 690,869 699,524
Prepaid expenses and other 20,103 38,155
---------- -----------
Total current assets $1,386,331 $1,725,873
---------- -----------
PROPERTY, PLANT AND EQUIPMENT 4,054,045 4,054,045
Less - accumulated depreciation and amortization (2,598,799) (2,536,090)
------------- -----------
Total property, plant and equipment, net 1,455,246 1,517,955
----------- -----------
OTHER ASSETS
Other, net 58,455 62,034
Morrison License 70,004 80,004
------- ----------
Other Total Assets 128,459 142,038
TOTAL ASSETS $2,970,036 $3,385,866
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 741,993 $ 767,015
Accounts payable 413,626 651,728
Accrued salaries and wages 54,281 81,160
Accrued expenses, other 97,824 167,953
---------- -----------
Total current liabilities 1,307,724 1,667,856
LONG-TERM DEBT, net of current portion 724,123 782,442
---------- -----------
STOCKHOLDERS' EQUITY (DEFICIENCY) 938,189 935,568
---------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $2,970,036 $3,385,866
========== ===========
The accompanying notes are an integral part of the consolidated financial
statements
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
THREE MONTHS ENDED JANUARY 31,
------------------------------
2001 2000 .
--------------- ------------
NET SALES $ 1,423,886 $ 1,202,726
COST OF GOODS SOLD 1,139,016 1,011,900
------------- -----------
GROSS PROFIT 284,870 190,826
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 247,539 305,304
-------------- -----------
GAIN (LOSS) OPERATIONS $ 37,331 $ (114,478)
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INTEREST EXPENSE, NET 38,762 40,225
OTHER (INCOME) Expense ( 4,053 ) ( 8,337 )
-------------- ------------
NET GAIN (LOSS) $ 2,622 $ (146,368)
============== ============
PER COMMON SHARE DATA:
GAIN (LOSS) PER SHARE $ .00 $ (.00)
============== ============
WEIGHTED AVERAGE SHARES OUTSTANDING 17,760,015 17,588,348
============ ============
The accompanying notes are an integral part of the consolidated financial
statements
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
THREE MONTHS ENDED JANUARY 31,
------------------------------
2001 2000
--------------- -------------
OPERATING ACTIVITIES:
Net (Loss) income $ 2,622 $ (146,368)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 76,288 75,750
Write-off of deferred financing fees -0- -0-
Net (increase) decrease in non-cash current assets:
Accounts receivable 314,756 73,796
Inventories 8,655 (266,825)
Prepaid expenses and other 18,051 15,362
Provision for bad debt (1,921) 5,538
Net increase (decrease) in non-debt current liabilities:
Accounts payable (238,102) 189,331
Accrued commissions, salaries and wages (26,879) (74,633)
Accrued expenses, other (70,129) 5,261
(Increase) decrease in other assets, net -0- (10,491)
Net cash provided by (used in) operating activities 83,340 (133,279)
------------ -------------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment -0- (28,707)
Proceeds from sale of equipment -0- -0-
------------ -------------
Net cash used in investing activities -0- (28,707)
FINANCING ACTIVITIES:
Deferred financing costs -0- (26,000)
Net borrowings (repayments) under revolving loan agreement (25,021) 140,696
Payments of long-term debt (58,319) (552,710)
Proceeds from issuance of long term debt -0- 600,000
------------ -------------
Net cash provided by (used in) financing activities (83,340) (161,986)
------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS -0- -0-
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -0- -0-
------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -0- $ -0-
============ =============
The accompanying notes are an integral part of the consolidated financial
statements
DANZER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
THREE MONTHS ENDED JANUARY 31,
------------------------------
2001 2000 .
------------- -------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for -
Interest $ 38,762 $ 40,225
============= =============
Income taxes $ -0- $ -0-
============= =============
The accompanying notes are an integral part of the consolidated financial
statements
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2001
PART I.
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, 1988, 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., is principally engaged in the design, 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 January 31, 2000 and January 31, 2001 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:
January 31, October 31,
2001 2000
---- ----
Raw materials 353,222 335,037
Work-in-process 269,865 234,447
Finished goods 67,782 130,040
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690,869 699,524
Work-in-process and finished goods include purchased materials, direct labor and
allocated overhead.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2001
NOTE . 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, which represent 10% or more
of consolidated net sales (from continuing operations):
TOTAL PERCENTAGE OF NET SALES
January 31 YEAR ENDED OCTOBER 31
----------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Elevator Manufacturer -0- -0- -0- 4% 13%
Truck Body Manufacturer 55% 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 requires 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 with terms of the loan calling 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 receivable and inventory. BACFS and Danzer have 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.
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 will pay
a fee to Duncan-Smith if the Company utilizes this excess availability. Goodhue
W. Smith III is a principal in Duncan-Smith and is Chairman of the Board of the
Company.
Effective October 2, 2000 the loan agreement with BACFC was purchased
by Wells Fargo Business Credit, Inc. ("Wells Fargo"). At January 31, 2001 the
Company had $296,895 availability under its revolver secured by inventory and
accounts receivables.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2001
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 unaudited
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 one 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
For the quarter ended January 31, 2001 the Company reported
sales of $1,423,886 versus sales of $1,202,726 for the quarter ended January 31,
2000. This increase of $221,160 was the result of a $289,934 increase in OEM
truck body sales and a $68,774 decrease in Morrison Service bodies sales. The
increase in OEM truck body sales from the prior year is attributable to the OEM
customer's purchase order not expiring in mid-December as it had in 1999.
Morrison Service bodies sales were less due to the economical affects of an
election year and chassis availability from the major changeovers at the truck
manufacturers.
Gross profit for the quarter ending January 31, 2001 was
$284,870 representing an increase of $94,044 from the $190,826 gross profit
realized in the quarter ending January 31, 2000. This increase in gross profits
was primarily a result of increase of shipments to its largest customer.
Additionally, Danzer implemented a modest price increase to its largest customer
in October, 2000.
The Company's selling general and administrative expenses
declined $57,764 to $247,539 in the January 31, 2001 quarter versus $305,303 in
the January 31, 2000 quarter. The primary reasons for the reduction were the
turnover of sales personnel in the northeast territory, reduction in
advertising, no requirements for literature reproduction, fewer warranty claims,
and reduced headcount in administrative positions.
At January 31, 2001 Danzer had a backlog of $687,218 versus a
backlog of approximately $1,034,200 at October 31, 2000. The primary reason for
the backlog decline is a reduced level of orders from the Company's largest
customer. This order is usually received in December. Due to changes in the
purchasing department of the end user of this product the order for the full
year has not been received. To date Danzer has received small quantity purchase
orders from the customer, but is anticipating the total sales of this product in
fiscal 2001 to be equal to or better than in fiscal 2000.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2001
Liquidity and Capital Resource
------------------------------
Cash flow from operations in fiscal quarter January 31, 2001 improved to a
positive $83,340 versus a negative $133,279 in fiscal quarter January 31, 2000.
This improvement reduction was the result of the increase in sales and the
resulting increase in gross margin and the reduction in Selling, General and
Administrative expenses.
During the three-month period ending January 31, 2001 the Company increased its
working capital position marginally. At the end of the October 31, 2000, the
Company had working capital of $58,017. Working capital increased to $78,607 at
January 31, 2001. The primary changes were a decrease in current accounts
receivables of $314,756, a decrease of $238,102 in accounts payable and a
decrease of $70,129 in accrued expenses caused by revised management estimates
during the first quarter of FY2001. In the quarter ending January 31,2001 the
Company made no capital expenditures. Long term debt of $58,319 was repaid.
.
In light of the Company's backlog at January 31, 2001, its projected cash flow
from operations, the market for the Company's products, its reliance on a single
customer for over 55% of its sales, and the amount of debt on the balance sheet,
it is anticipated that the Company may need increased sales, an increase in its
profit margin and/or an infusion of capital in order to sustain its operations.
The Company's ability to meet certain interest and principal payments, as well
as its working capital needs to execute its backlog and generate sales volume
during fiscal 2001, will be dependent upon the success of the Company's efforts
to increase sales volume, attain profitability on new product lines and receive
the full year order from its major customer.
DANZER CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2001
PART II OTHER INFORMATION
Previously, Danzer announced it had entered into discussions with Canron
Corporation ("Canron") about the possibility of a merger. In February 2001, the
Board of Directors discontinued all discussions with Canron. The Board, however,
has received a new proposal from Obsidian Capital Partners, L.P. ("Obsidian") to
consider a business combination with three entities controlled by Obsidian.
Pursuant to the proposal, Danzer and Obsidian have agreed to discuss an
agreement whereby Danzer would acquire from Obsidian its equity ownership in
three separate operating companies in exchange for convertible preferred stock
of Danzer representing not less than 77.88% of the issued and outstanding equity
interests of Danzer on a fully diluted and as converted basis. Obsidian,
headquartered in Indianapolis, Indiana, is a private equity leveraged buyout
fund that specializes in buying controlling positions in small companies. The
three entities whose ownership is to be exchanged for Danzer shares had
approximately $54 million in gross revenues and nearly $4 million in operating
profit for fiscal 2000 on a consolidated basis.
Although the parties are engaged in discussions with regard to the proposal
by Obsidian, no agreement with regard to the material terms of any transaction
has been reached. Any transaction between Obsidian and Danzer would be subject
to the negotiation, execution and delivery of definitive documentation, the
approval of Danzer's Board of Directors, the satisfaction of any regulatory
requirements, completion of the parties respective due diligence and the
obtaining of any necessary approvals from third parties. None of the convertible
preferred stock of Danzer proposed to be issued in exchange for equity
securities of Obsidian has been or will be registered under the Securities Act
of 1933, as amended, or the securities laws of any state and none of such
securities may be offered or sold in the United States of America absent
registration under the Securities Act of 1933, as amended, and any applicable
state securities laws or the availability of an exemption from such registration
requirements. No assurance can be given that any definitive agreement relating
to a proposed transaction among Danzer and Obsidian will be reached, what the
material terms of any such agreement will be, or if the transactions
contemplated in any such agreement, if reached, will ultimately be consummated.
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.
DANZER CORPORATION
(Registrant)
Date: March 12,2001
/s/Mark McGlaughlin
------------------------------
Mark McGlaughlin, Chief Financial Officer