-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZ5A1ELGFECdTc1j4/yRHex2wTCL+NG3RwWU5n4xd3djUxIN2QYbQB1QdeeYbci7 fYPYrW1rDhPR1PGEOIfYuA== 0000783738-95-000003.txt : 19951215 0000783738-95-000003.hdr.sgml : 19951215 ACCESSION NUMBER: 0000783738-95-000003 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951214 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MAINTECH CORP CENTRAL INDEX KEY: 0000783738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 411523657 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14692 FILM NUMBER: 95601506 BUSINESS ADDRESS: STREET 1: 9220 JAMES AVE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 6128850400 MAIL ADDRESS: STREET 1: 9220 JAMES AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: MIRROR TECHNOLOGIES INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER AIDED TIME SHARE INC DATE OF NAME CHANGE: 19900122 10QSB/A 1 U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB/A-1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1995 Commission File Number 0-14692 ______________________________________________ GLOBAL MAINTECH CORPORATION f/k/a Mirror Technologies, Incorporated Minnesota 41-1523657 State of Incorporation I.R.S. Employer Identification No. 9220 James Avenue South, Bloomington, MN 55431 Telephone Number: (612)885-0400 ______________________________________________ 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______ ______________________________________________ On October 18, 1995 there were 47,851,806 shares of the Registrant's no par value common stock outstanding. Transitional small business issuer format: No Page 1 of 7 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GLOBAL MAINTECH CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS
September 30, December 31, 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 116,295 $ 24,309 Accounts receivable, less allowances for doubtful accounts and sales returns 297,203 222,439 Other receivables 9,728 29,090 Inventories 420,630 573,612 Prepaid expenses and other 29,917 19,551 ____________ ____________ Total current assets 873,773 869,001 PROPERTY AND EQUIPMENT, NET 66,203 849,932 ____________ ____________ $ 939,976 $ 1,718,933 The accompanying notes are an integral part of these consolidated statements.
Page 2 of 7 GLOBAL MAINTECH CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
September 30, December 31, 1995 1994 CURRENT LIABILITIES Accounts payable $ 652,841 $ 857,400 Current portion interest bearing obligations 624,788 588,304 Mortgage note payable 0 620,000 Accrued liabilities Compensation and payroll taxes 8,097 19,992 Interest 26,565 24,163 Other 29,948 73,895 Deferred revenue 0 148,000 ____________ ____________ Total current liabilities 1,342,239 2,331,754 LONG-TERM OBLIGATIONS Notes payable and other interest bearing obligations 98,000 490,531 Subordinated notes payable to officers 0 400,000 Convertible subordinated debentures 296,750 0 ____________ ____________ Total liabilities 1,736,989 3,222,285 STOCKHOLDERS' EQUITY (DEFICIT) Voting, convertible preferred stock - Series A, convertible into one common stock share for each preferred share, no par value; 4,439,900 shares authorized;4,439,370 shares issued and outstanding; total liquidation preference of outstanding shares-$1,665,000 416,400 0 Common stock, no par value; 245,560,100 shares authorized; 47,851,806 shares issued and outstanding 0 800 Additional paid in capital 250,671 79,200 Accumulated deficit (1,464,084) (1,583,352) ____________ ____________ (797,013) (1,503,352) ____________ ____________ $ 939,976 $ 1,718,933 The accompanying notes are an integral part of these consolidated statements.
Page 3 of 7 GLOBAL MAINTECH CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1995 1994 1995 1994 Net sales $ 730,754 $ 6,470,919 $ 5,999,012 $ 18,842,258 Cost of sales 601,468 6,021,181 5,045,940 17,792,633 ____________ ____________ ____________ ____________ Gross profit 129,286 449,738 953,072 1,049,625 Operating expenses Selling, general and administrative 375,230 466,603 1,131,252 1,554,979 ____________ ____________ ____________ ____________ Income (loss) from operations (245,944) (16,865) (178,180) (505,354) Other income/(expense) Interest expense (30,395) (88,560) (104,074) (288,955) Interest income 65 0 5,952 0 Amortization (2,359) 0 (7,077) Other, principally debt reduction 300,000 0 406,947 0 ____________ ____________ ____________ ____________ Total other income/(expense) 267,311 (88,560) 301,748 (288,955) ____________ ____________ ____________ ____________ Pre-tax Income/(Loss) 21,367 (105,425) 123,568 (794,309) Provision for income taxes 1,800 0 4,300 0 ____________ ____________ ____________ ____________ NET INCOME/(LOSS) $ 19,567 $ (105,425) $ 119,268 $ (794,309) Net earnings/ (loss) per common and common equiva- lent share: $ 0.00 $ (0.00) (1) $ 0.00 $ (0.02)(1) ____________ ____________ ____________ ____________ Weighted average number of common and common equivalent shares out- standing 46,221,371 46,221,371 (1) 42,776,381 42,776,381 (1) Net earnings/(loss) per share and weighted average number of common and common equivalent shares outstanding at March 31 and June 30, 1994 assume the merger between Global MAINTECH, Inc. and Global MAINTECH Corporation had occurred on January 1, 1994 for presentation purposes. The accompanying notes are an integral part of these consolidated statements
Page 4 of 7 GLOBAL MAINTECH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 1995 1994 Cash flows from operating activities: Net income (loss) $ 119,268 $ (614,309) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 50,872 88,521 Debt forgiveness (400,000) 0 (Gain) on sale of equipment (8,173) 0 Changes in operating assets and liabilities: (Increase)/decrease in:accounts receivable (55,403) (120,278) (Increase)/decrease in:inventories 152,982 132,375 (Increase)/decrease in:prepaid expenses (3,827) 16,331 Increase/(decrease) in:accounts payable (205,497) (88,552) Increase/(decrease) in:accrued expenses (23,275) (84,738) Increase/(decrease) in:deferred revenue (148,000) 0 Increase/(decrease) in:other 33,710 0 ____________ ____________ Cash used by operating activities (487,343) (670,650) Cash flows from investing activities: Proceeds/(payment) from sale/ (purchase) ofproperty and equipment 743,389 (77,793) Net cash received in merger 637,071 0 ____________ ____________ Cash provided/(used) by investing activities 1,380,460 (77,793) ____________ ____________ Cash flows from financing activities: Proceeds from issuance of Common Stock 150,000 0 Increase/(decrease) in short-term notes payable (62,641) 373,000 Principal payments on mortgage note payable (620,000) 0 Increase/(Reduction) of long-term notes payable (268,490) 306,589 Dividend distribution 0 (90,000) ____________ ____________ Cash provided/(used) by financing activities (801,131) 589,589 Net increase/(decrease) in cash 91,986 (158,854) Cash at beginning of period 24,309 149,103 ____________ ____________ Cash at end of period $ 116,295 $ (9,751) The accompanying notes are an integral part of these consolidated statements.
Page 5 of 7 FOOTNOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Merger Effective January 1, 1995, MAINTECH, a company which brokers and sells parts for IBM mainframe computers as well as computer systems for monitoring large data centers, merged into the Company pursuant to the terms of an Agreement and Plan of Merger (the "Agreement") dated December 6, 1994, as amended. While the Company is the legal surviving entity, MAINTECH is considered the surviving entity for accounting and reporting purposes. Under the terms of the Agreement, each of the 80,000 shares of MAINTECH common stock outstanding was converted into 358.75 shares of the Company's common stock. As a result, the Company issued 28,700,001 shares of common stock in exchange for all the outstanding capital stock of MAINTECH. The merger has been accounted for as though MAINTECH had issued 16,651,805 shares of its common stock and 4,439,370 of preferred stock to the Mirror shareholders for all of Mirror's net assets, principally cash. In addition, in connection with the merger, outstanding options of MAINTECH to purchase 68,214 shares of MAINTECH's common stock converted into the right to purchase approximately 24,472,006 shares of the Company's common stock at an exercise price of $.03 per share. Options covering 24,200,001 shares of the Company's common stock will vest on June 1, 1999, or earlier, subject to the Company attaining certain earnings levels. As a result of this merger, the former shareholders of MAINTECH hold unregistered stock comprising approximately 58 percent of the common stock and common stock equivalents of the Company and if the options to purchase common stock are exercised, these shareholders will hold approximately 70 percent of the outstanding shares of the Company. Two of the officers of MAINTECH were elected to the Board of Directors of the Company subsequent to the consummation of the merger. Basis of Presentation As a result of the merger described above, the consolidated financial statements represent the historical financial information of MAINTECH and include the accounts of Mirror since the date of the merger. The interim consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary for a fair presentation of results for such periods. All such adjustments are of a normal recurring nature The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1994. The audited financial statements of MAINTECH are presented in Form 8-K/A-1 dated January 4, 1995. Reclassifications Certain reclassifications have been made to the fiscal 1994 data to conform with the fiscal 1995 presentation. Common Equivalent Shares Outstanding The preferred stock is, because of its terms and the circumstances under which it was issued, in substance a common stock equivalent. The preferred stockholders can convert, at their option, to common stock on a one-for-one basis and accordingly can expect to participate in the appreciation of the value of the common stock. Accordingly, the weighted average common and common equivalent shares outstanding include the 47,851,806 common stock outstanding and the preferred stock of 4,439,370 outstanding since its issuance on September 13, 1994. Page 6 of 7 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL MAINTECH CORPORATION December 14, 1995 By:/s/ James Geiser Chief Financial and Chief Accounting Officer In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. December 14, 1995 By: /s/ David McCaffrey Chief Executive Officer Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----