10QSB 1 form10qsb_sep302002.txt United States Securities and Exchange Commission Washington D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended: September 30, 2002 Commission file number: 0-14692 Global MAINTECH Corporation --------------------------- (Exact name of registrant as specified in its charter) Minnesota 41-1703940 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7836 Second Avenue South, Suite 1 Bloomington. MN 55420 --------------------- (Address of principal executive offices) (Zip code) (952) 887-0092 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether 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 registrant's classes of common stock at the latest possible date: As of November 1, 2002, 10,509,655 shares of common stock, no par value per share. Global MAINTECH Corporation and Subsidiaries FORM 10-QSB QUARTERLY PERIOD ENDED September 30, 2002 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet (Unaudited) - September 30, 2002 .............3 Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended September 30, 2002 and 2001.......4 Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2002 and 2001.................5 Notes to Consolidated Financial Statements............................6-11 Item 2 - Management's Discussion and Analysis or Plan of Operations..12-15 Item 3 - Control and Procedures.........................................15 PART II - OTHER INFORMATION Item 1 - Legal Proceedings..............................................16 Item 2 - Changes in Securities and Use of Proceeds......................16 Item 4 - Submission of Matters to a Vote of Security Holders............16 Item 6 - Exhibits and Reports on Form 8-K...............................17 Signatures..............................................................17 Certifications ......................................................18-19 -2- GLOBAL MAINTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET September 30, 2002 (Unaudited) ASSETS CURRENT ASSETS: Cash ........................................................... $ 4,091 Accounts receivable, net ....................................... 47,876 Inventories .................................................... 144,826 Prepaid expenses and other ..................................... 4,613 ------------ Total current assets ......................................... 201,406 ------------ Property and equipment, net ..................................... 25,154 Intangibles assets, net ......................................... 5,864 ------------ Total assets .............................................. $ 232,424 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable .............................................. $ 39,226 Current portion of notes payable ............................. 23,898 Accrued liabilities, compensation and payroll taxes ........... 984,179 Accrued dividends ............................................. 1,140,193 Deferred revenue .............................................. 318,981 Net liabilities of discontinued operation ..................... 1,577,398 ------------ Total current liabilities ................................. 4,083,875 ------------ STOCKHOLDERS' DEFICIT: Voting, convertible preferred stock - Series A, no par value; 887,980 shares authorized; 63,956 shares issued and outstanding; total liquidation preference of outstanding shares-$32,586 .............................................. 30,012 Voting, convertible preferred stock - Series B, no par value; 123,077 shares authorized; 51,023 shares issued and outstanding total liquidation preference of outstanding shares-$1,678,040 ........................................... 1,658,270 Convertible preferred stock - Series D, no par value; 2,775 shares authorized; 1,563 shares issued and outstanding total liquidation preference of outstanding shares-$1,563,000 ........................................... 1,080,252 Convertible preferred stock - Series E, no par value; 2,675 shares authorized; 1,702 shares issued and outstanding total liquidation preference of outstanding-$1,702,000 ...................................... 1,352,775 Convertible preferred stock - Series F, no par value; 2,000 shares authorized; 2,000 shares issued and outstanding total liquidation preference of outstanding-$2,000,000 ...................................... 1,373,475 Convertible preferred stock - Series G, no par value; 1,000 shares authorized; 600 shares issued and outstanding total liquidation preference of outstanding shares-$600,000 ............................................. 562,500 Common stock, no par value; 18,500,000 shares authorized; 10,509,655 shares issued and outstanding .................... - Additional paid-in-capital .................................... 40,692,034 Accumulated deficit ........................................... (50,600,769) ------------ Total stockholders' deficit .................................. (3,851,451) ------------ Total liabilities and stockholders' deficit .................. $ 232,424 ============ See accompanying notes to consolidated financial statements. 3
GLOBAL MAINTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Net sales ........................................... $ 274,952 $ 263,420 $ 1,072,346 $ 1,645,456 Cost of sales ....................................... 1,803 118,381 56,324 592,948 ------------ ------------ ------------ ------------ Gross profit ............................... 273,149 145,039 1,016,022 1,052,508 ------------ ------------ ------------ ------------ Operating expenses: Payroll and related benefits ...................... 225,409 166,326 734,210 566,625 Other selling, general and administrative ......... 51,680 161,136 351,939 483,349 ------------ ------------ ------------ ------------ Total operating expenses ................... 277,089 327,462 1,086,149 1,049,974 ------------ ------------ ------------ ------------ Income (loss) before other income (expense) (3,940) (182,423) (70,127) 2,534 Other income (expense): Interest and penalty income (expense) ............. - 132 (364) 132 ------------ ------------ ------------ ------------ Income (loss) from continuing operations ............ (3,940) (182,291) (70,491) 2,666 Discontinued operations: Income (loss) from discontinued operations, net of tax .......................... 171,812 169,975 (27,662) 161,909 ------------ ------------ ------------ ------------ Income (loss) before extraordinary item ............. 167,872 (12,316) (98,153) 164,575 Extraordinary item: Gain from change in management estimate related to accrued liablities of discontinued operations - - 4,300,000 - Forgiveness of debt, net of income taxes .......... - - 490,000 - ------------ ------------ ------------ ------------ Total extraordinary items .................. - - 4,790,000 - ------------ ------------ ------------ ------------ Net income (loss) ................................... 167,872 (12,316) 4,691,847 164,575 Forgiveness (accrual) of cumulative dividends on preferred stock - net ............................. (908) (153,232) 176,916 (454,698) ------------ ------------ ------------ ------------ Net income (loss) attributable to common stockholders $ 166,964 $ (165,548) $ 4,868,763 $ (290,123) ============ ============ ============ ============ Basic and diluted income (loss) per common share: Continuing operations ............................. $ (0.00) $ (0.03) $ 0.01 $ (0.05) Discontinued operations ........................... 0.02 0.02 (0.00) 0.02 Extraordinary item ................................ - - 0.46 - ------------ ------------ ------------ ------------ Net income (loss) per common share ................ $ 0.02 $ (0.01) $ 0.47 $ (0.03) ============ ============ ============ ============ Shares used in calculations: Basic and diluted ................................. 10,509,655 10,052,155 10,430,831 10,052,155 ============ ============ ============ ============ See accompanying notes to consolidated financial statements. 4
GLOBAL MAINTECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, --------------------------- 2002 2001 ----------- ----------- Cash flows from operating activities: (Loss) income from continuing operations ...................................... $ (70,491) $ 2,666 Adjustments to reconcile (loss) income from continuing operations to net cash provided by (used in) operating activities: Extraordinary gain on forgiveness of debt ................................. 490,000 - Gain from change in management estimate - accrued liabilities of of discontinued operations ........................................... 4,300,000 - Loss on disposal of property and equipment ................................ 40,793 - Depreciation and amortization ............................................. 38,120 118,636 Changes in operating assets and liabilities: Accounts receivable ................................................... 662,698 75,067 Inventories ........................................................... 442,664 (230,497) Prepaid expenses and other ............................................ 67,067 22,276 Accounts payable ...................................................... (404,756) (167,836) Accrued liabilities, compensation and payroll taxes ................... (389,024) 100,913 Accrued interest and penalties ........................................ (490,030) - Deferred revenue ...................................................... (422,162) 12,879 ----------- ----------- Cash provided by (used in) continuing operating activities ................ 4,264,879 (65,896) ----------- ----------- Income (loss) from discontinued operations .................................... (27,662) 161,909 Adjustments to reconcile income (loss) from discontinued operations to net cash used in discontinued activities: Net decrease in net liabilities of discontinued operations ................ (4,208,489) (25,000) ----------- ----------- Cash (used in) provided by discontinued operating activities .............. (4,236,151) 136,909 ----------- ----------- Cash provided by operating activities ..................................... 28,728 71,013 ----------- ----------- Cash flows from investing activities: Purchase of property and equipment .......................................... (18,167) (15,540) ----------- ----------- Cash used in investing activities ......................................... (18,167) (15,540) ----------- ----------- Cash flows from financing activities: Proceeds from exercise of stock options ...................................... 1,171 - Proceeds from long-term debt ................................................. - 2,006 Payments of long-term debt ................................................... (80,541) (8,229) ----------- ----------- Cash used in financing activities ......................................... (79,370) (6,223) ----------- ----------- Net increase (decrease) in cash .......................................... (68,809) 49,250 Cash and cash equivalents at beginning of period .............................. 72,900 35,752 ----------- ----------- Cash and cash equivalents at end of period .................................... $ 4,091 $ 85,002 =========== =========== Supplemental disclosure of cash flow information: Cash paid for: Interest .................................................... $ - $ - =========== =========== Income taxes ................................................ $ - $ - =========== =========== NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for debt ......................................... $ 95,250 $ - =========== =========== Foreginess of cumulative dividends on preferred stock - net ............... $ 178,720 $ - =========== =========== See accompanying notes to consolidated financial statements. 5
Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 1 - BASIS OF PRESENTATION Global Maintech Corporation and subsidiaries (the "Company"), principally through its Virtual Command Center business, supply world class systems and services to data centers; manufactures and sells event notification software and provides professional services to help customers implement enterprise management solutions; and manufactures and sells printed circuit board design software and plotters. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The accompanying consolidated financial statements for the interim periods are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. The consolidated financial statements include the accounts of Global MAINTECH Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended December 31, 2001 appearing in the most recent annual report on Form 10-KSB. Certain reclassifications have been made to the September 30, 2001 amounts to conform to the current presentation. The results of operations for the nine months ended September 30, 2002 are not necessarily indicative of the results for the full fiscal year ending December 31, 2002. The financial statements in this report conform to generally accepted accounting principles ("GAAP"). The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from these estimates. NOTE 2 - INCOME (LOSS) PER SHARE Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. -6- Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 3 - RECENT PRONOUNCEMENTS In August 2001, the FASB issued Statement No. 144 (SFAS 144) "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS 144 is effective for fiscal years beginning after December 15, 2001. The Company does not believe the adoption of SFAS No. 144 will have a material effect on its consolidated financial position or results of operations. In November 2001, the FASB EITF reached a consensus to issue a FASB Staff Announcement Topic No. D-103 (re-characterized in January 2002 as EITF Issue No. 01-14), "Income Statement Characterization of Reimbursement Received for `Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements received for out-of-pocket expenses incurred should be characterized as revenue in the statement of operations. This consensus should be applied in financial reporting periods beginning after December 15, 2001. Upon application of this consensus, comparative financial statements for prior periods should be reclassified to comply with the guidance in this consensus. The adoption of this consensus did not have a material effect on the Company's consolidated financial position or results of operations. In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting for Costs Associated with Exit or Disposal Activities." This Standard supercedes the accounting guidance provided by Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity" (including "Certain Costs Incurred in a Restructuring"). SFAS No. 146 requires companies to recognize costs associated with exit activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company is currently evaluating this Standard. NOTE 4 - DISPOSITION OF ASSETS On June 3, 2002, the Company's board of directors determined it necessary to discontinue all the operations of its Lavenir subsidiary due to continuing development problems with its technology and continuing operating losses. For the nine months ended September 30, 2002, the Company has recorded losses from discontinued operations of $244,638 due to the disposition of this subsidiary. The remaining assets of the Lavenier subsidiary were liquidated. The funds were used to pay its employees for unpaid wages and to partially pay a secured creditor on an outstanding loan. -7- Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 5 - STOCKHOLDERS' DEFICIT In January 2002, the Company issued 350,000 shares of its common stock in connection with a prior acquisition dated November 20, 2000 for its Global Watch product. In March 2002, the Company signed a Modification Agreement (the "Agreement") with its preferred series stock holders (the "Holders"). At the time of entry into the Agreement, the Company was in default of the Preferred Documents (as defined in the Agreement) for certain series of Preferred Shares, which defaults include, but were not limited to, (i) the Company's failure to register some or all of the shares of common stock into which the Preferred Shares are convertible and its failure to maintain the effectiveness of its registration statement which was declared effective on July 24, 2000, (ii) the Company's failure to authorize 200% of the shares of common stock into which, from time to time, the Preferred Shares were convertible into based on the Company's common stock price and (iii) the Company's failure to honor all of the conversion notices delivered by the Holders pursuant to the Preferred Documents (collectively the "Defaults"). In consideration for the Company's release of any and all claims against the Holders, the Holders have agreed to (A) rescind outstanding redemption and conversion notices delivered with respect to the Preferred Shares, (B) waive the Company's defaults (arising prior to the date of the Agreement) under each and every Preferred Document applicable to each Holder and waive any penalties accruing in connection with any such default, (C) waive any penalties accrued under the Registration Rights Agreements (the "Registration Agreements") (whether or not related to a default) and (D) amend the Preferred Documents applicable to each Holder as set forth below. The amendment to the Preferred Documents as set forth below and all waivers of defaults and penalties are conditional on the Company's compliance with the terms of the Agreement and the Preferred Documents as modified, and shall be null and void if the Company defaults under any of the terms and conditions of the Preferred Documents as modified by the Agreement. 1) The parties to the Agreement have agreed that the requirement to maintain authorized shares pursuant to the Preferred Agreements shall be satisfied (and the Company's default for failure to maintain sufficient authorized shares shall be waived) if the Company notices a shareholders' meeting to increase its authorized common stock as required by the Preferred Agreements on or before 60 days from the effective date of the Agreement, and obtains approval for such authorization from its shareholders on or before 180 days from the effective date of the Agreement. The Company's failure to either call said shareholders' meeting or obtain necessary shareholder authorization within the time frame stated shall be deemed a default, absent waiver. -8- Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 5 - STOCKHOLDERS' DEFICIT (Continued) 2) The Holders have agreed that (i) they shall suspend conversions of the Preferred Shares for a period of six months from the date of the Agreement, (ii) during the period from six months to nine months after the date of the Agreement each Holder shall not convert more than one-third (1/3) of the Preferred Shares initially held by such Holder, (iii) during the period from nine (9) months to twelve (12) months after the date of the Agreement each Holder shall not convert more than an additional one-third (1/3) of the Preferred Shares initially held by such Holder, and (iv) commencing twelve (12) months after the date of the Agreement, there shall be no further restrictions on any Holder's right to convert Preferred Shares. However, shares issuable and relating to accrued dividends due shall not be convertible for two years from the date of the Agreement unless the Company is sold to a third party in which case such dividends shall become due and payable immediately and any and all other time restrictions agreed to by any party to the Agreement shall cease to exist. 3) The Holders have agreed that notwithstanding anything to the contrary in the Preferred Documents, the conversion formula for the Preferred Shares shall be modified as follows (all prices referred to below are being based upon the formula set forth in each of the applicable Preferred Documents for determining the "current market price" of the stock on the date a conversion notice is delivered by a Holder to the Company and for such purposes the current market price is deemed to be a minimum of one dollar ($1.00)): If the current market price is from: $1.00 to $1.24 the conversion discount shall equal 5% $1.25 to $1.49 the conversion discount shall equal 10% $1.50 to $1.74 the conversion discount shall equal 15% $1.75 to $2.00 the conversion discount shall equal 20% $2.00 and up the conversion discount shall equal 25% 4) Each Holder (individually and not in the aggregate) must limit its daily sales of the Company's common shares as follows: If the previous day's closing price for the Company's common stock is from: $1.00 to $1.24, each Holder's sales shall not exceed 15% of the previous three trading days average daily volume $1.25 to $1.74, each Holder's sales shall not exceed 20% of the previous three trading days average daily volume $1.75 and up, each Holder's sales shall not exceed 25% of the previous three trading days average daily volume -9- Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 5 - STOCKHOLDERS' DEFICIT (Continued) 5) The Holders agreed to waive the accrual of dividends on the Preferred Shares and penalties which accrue from and after June 15, 2001. In connection with the Agreement, the Company recorded net income attributable to common shareholders due to the forgiveness of cumulative dividends on preferred stock amounting to $178,720 and an extraordinary gain from the forgiveness of penalties and interest of $490,000. 6) The Company has the right to exercise its redemption rights at a price per preferred share equal to (i) 110%, multiplied by (ii) the stated value plus accrued dividends through June 15, 2001. Redemptions shall occur pro rata among the different classes of preferred shares and pro rata among different holders of the same class of preferred shares. Except for the price adjustment provided for in the Agreement, the terms and conditions of any redemption shall otherwise be subject to each of the terms and conditions contained in the Preferred Documents Currently, the Company is default of this Modification Agreement. During January 2002, the Company granted options to purchase 155,000 shares of common stock to certain of its employees. The options are exercisable at a per share price of $.56, which was the fair market value of the common stock at the grant date. Accordingly, under APB 25, no compensation expense was recognized. These options vest 50% one year from the date of grant and 50% two years from the date of grant. On April 25, 2002, the Company filed a Form S-8 Registration Statement with the SEC for its Broadly Based 2002 Non-Statutory Stock Option Plan (the "Plan") dated March 19, 2002. Pursuant to the Plan, the Company registered 1,500,000 shares of its common stock underlying the up to 1,500,000 options, which may be granted pursuant to the Plan. With respect to the term "Broadly Based" it was the intention of the Company that the Plan comply, in all respects, with what is referred to as a "Broadly Based Plan" in NASDAQ Marketplace Rule 4350(i)(1)(A) and such other sections in the NASDAQ Marketplace Rules as may be applicable to "Broadly Based Plans". In that respect, it is understood and agreed as follows: a. Less than fifty percent (50%) of all options issued under the Plan may be issued to officers and directors of the Company; "officers" and "directors" being defined in the same manner as defined in Section 16 of the Securities Exchange Act of 1934 and; b. "Broadly Based" as defined means that at the end of three (3) years from the date of the Plan as amended at least fifty one percent (51%) of all options granted there under shall have been granted to "rank and file" personnel of the Company (i.e., persons who are not officers and directors as defined in "a" above) and that at the anniversary date of each succeeding year no less than 51% of all options granted shall have been granted to the aforesaid "rank and file". -10- Global MAINTECH Corporation and Subsidiaries Notes to Consolidated Financial Statements NOTE 5 - STOCKHOLDERS' DEFICIT (Continued) During March 2002, pursuant to the Plan, the Company granted and immediately exercised stock options for 100,000 shares of common stock in consideration of legal services rendered in connection with the Agreement. The Company did not receive any cash for the exercise of these options, and according reduced an accounts payable in the amount of $62,000 based on the fair market value of the common shares issued. In July 2002, 7,500 options to purchase shares of the Company's stock were exercise at $0.156 per share aggregating proceeds of $1,171. NOTE 6 - EXTRAORDINARY GAIN On December 27, 1999, the Company approved a formal plan with regards to the disposal of its Breece Hill Technologies, Inc. subsidiary ("BHT"), which was acquired on April 14, 1999 and which formerly represented the Company's tape storage products business segment. As a result of the Company approving a formal plan with regards to the disposal of BHT on December 27, 1999, the Company reported BHT's financial position, results of operations and estimated loss on disposal as discontinued operations in 2001 and 2000. On December 22, 2000, the Company signed a foreclosure agreement with Hambrecht & Quist Guaranty Finance, LLC ("H&QGF"). In summary, the Company transferred all of the assets of BHT to the H&QGF in satisfaction of BHT's obligation to H&QGF in the amount of approximately $5,900,000. As of December 31, 1999, the Company had accrued estimated liabilities related to this discontinued operation of $4,300,000. As of June 2002, no demands for payment have been received by the Company. Additionally, there have been no claims made against the Company relating to this estimated liability. Accordingly, the Company reversed this estimated liability and recorded an extraordinary gain of $4,300,000 during the quarter ended June 30, 2002. -11- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended December 31, 2001 appearing in our most recent annual report on Form 10-KSB as filed with the United States Securities and Exchange Commission. RESULTS OF OPERATIONS We supply world-class systems (device and system consolidation, systems and network management, professional services and storage products) and network management products primarily to computer data centers and provide professional services to aide our customers implement enterprise system management solutions. These products and services provide solutions that enable companies to better use their IT management tools. Our subsidiaries produce the Global MAINTECH Virtual Command Center ("VCC"), a master console that provides simultaneous control, operation, and monitoring and console consolidation for mainframe, midrange, UNIX, Microsoft NT and networks. On June 3, 2002, our board of directors determined it necessary to discontinue all the operations of our Lavenir subsidiary due to continuing development problems with its technology and continuing operating losses. For the nine months ended September 30, 2002, we have recorded losses from discontinued operations of $244,638 due to the disposition of this subsidiary. The remaining assets of the Lavenir subsidiary were liquidated. The funds were used to pay its employees for unpaid wages and to partially pay a secured creditor on an outstanding loan. The consolidated financial statements that accompany this discussion show the operating results from continuing operations of the Company for the nine months ended September 30, 2002 and 2001. This report on Form 10-QSB contains forward-looking statements that are subject to risks and uncertainties, which could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2001 Net sales from continuing operations for the nine months ended September 30, 2002 were $1,072,346 as compared to net sales of $1,645,456 for the nine months ended September 30, 2001. Net sales consist of the following items: 1) Systems sales were $271,831 for the nine months ended September 30, 2002 compared to $596,054 for the nine months ended September 30, 2001. The decrease in systems sales during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001 was primarily due to decreased sales of VCC systems of $324,223. Sales cycles are estimated to take approximately nine months. Due to current economic conditions and a lack funds to implement our sales plans, sales of our VCC systems were substantially less than anticipated. -12- 2) For the nine months ended September 30, 2002, maintenance revenue was $797,940 as compared to $856,469 for the nine months ended September 30, 2001. The decrease in maintenance fees in 2002 is related to a decrease in renewals of our maintenance contracts with certain customers. We expect our maintenance revenue to increase in 2003 with increases in hardware sales. 3) Other revenues, which include consulting fees, late fees collected, software sales, and other items was $2,575 for the nine months ended September 30, 2002 as compared to $192,933 for the comparative period ended September 30, 2001. The decrease was attributable to a decrease in our software sales, consulting and training attributable to a downturn in the sale of our core products. Cost of sales as a percentage of sales was 5% for the nine months ended September 30, 2002 from 36% in the comparative period. Gross margin from continuing operations for the nine months ended September 30, 2002 was 95% compared to 64% for the nine months ended September 30, 2001. The increase in gross margin was attributable to change in our revenue mix. For the nine months ended September 30, 2002, maintenance revenue accounted for 74% or our revenue as compared to 52% for the nine months ended September 30, 2001. Payroll and related benefit costs for the nine months ended September 30, 2002 were $734,210 compared to $566,625 for the nine months ended September 30, 2001. The increase of $167,585 is related primarily to hiring of new sales personnel relating to the implementation of our current marketing plans. For the nine months ended September 30, 2002, other selling, general and administrative expenses were $351,939 compared to $483,349 for the nine months ended September 30, 2001. The decrease of $131,410 was primarily attributable to decreases in settlements related to patents, depreciation expense and travel and entertainment. For the nine months ended September 30, 2002, we had a loss from discontinued operations of $27,662 compared to income from discontinued operations of $161,909 for the nine months ended September 30, 2001, which is attributable to gains on the settlement of debt offset by losses from the discontinuation of our Lavenier subsidiary. For the nine months ended September 30, 2002, we recorded a gain from the forgiveness of accrued penalties related to our preferred stock amounting to $490,000. Additionally, we reversed an estimated liability relating to a subsidiary which was discontinued in 1999, and recorded an extraordinary gain of $4,300,000 during the nine months ended September 30, 2002. We reported net income attributable to common shareholders for the nine months ended September 30, 2002 of $4,868,763 compared to net loss attributable to common shareholders of $(290,123) for the nine months ended September 30, 2001. This translates to an overall per-share income of $0.47 for the nine months ended September 30, 2002 compared to a per share loss of $(0.03) for the nine months ended September 30, 2001. -13- LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2002, we had negative working capital of $3,882,469 compared to negative working capital of $9,313,029 as of December 31, 2001. The decrease in negative working capital is related primarily to the settlement of debt and an extraordinary gain of $4,300,000. Our operations have been funded by loans from third parties, the sale of preferred stock and common stock. These funds were used for working capital, capital expenditures, and the acquisition of certain subsidiaries, which were subsequently divested. Additionally, in March 2002, we entered into a Modification Agreement with our preferred stockholders (see Note 5 to Consolidated Financial Statements), whereby we recorded an extraordinary gain of $490,000 and reduced our dividends payable to preferred stockholders in the amount of $177,824. We have no other material commitments for capital expenditures. Other than cash generated from our operations, we have no external sources of liquidity. Our future operations and growth is dependent on our ability to raise capital for expansion, seek additional revenue sources, and to seek additional revenue generating opportunities. Net cash provided by operating activities for the nine months ended September 30, 2002 was $28,728 compared to $71,013 provided by such activities during the nine months ended September 30, 2001. Cash used in investing activities for the nine months ended September 30, 2002 was $18,167 for the purchase of property and equipment. Cash used in investing activities during the nine months ended September 30, 2001 was $15,540 for the purchase of property and equipment. Net cash used in financing activities for the nine months ended September 30, 2002 and 2001 was $79,370 and $6,223, respectively, due to the repayment of long-term debt. We believe that we have sufficient working capital to pay our current liabilities and are currently negotiating a settlement of liabilities related to our discontinued operations. Additionally, we have restructured our operations and are concentrating on our core business. We are currently increasing our marketing efforts and sales force. We believe that our working capital will improve as our profitability improves and as we settle certain debt. Additionally, we expect our profitability to improve as a result of further increases in sales and the continuing expense reduction programs. Nevertheless, we can provide no assurance as to our future profitability, access to capital markets, the completion of our projected asset and business sales, or positive results on negotiation of debt. RECENT PRONOUNCEMENTS In August 2001, the FASB issued Statement No. 144 (SFAS 144) "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS 144 is effective for fiscal years beginning after December 15, 2001. We do not believe the adoption of SFAS No. 144 will have a material effect on our consolidated financial position or results of operations. -14- In November 2001, the FASB EITF reached a consensus to issue a FASB Staff Announcement Topic No. D-103 (re-characterized in January 2002 as EITF Issue No. 01-14), "Income Statement Characterization of Reimbursement Received for `Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements received for out-of-pocket expenses incurred should be characterized as revenue in the statement of operations. This consensus should be applied in financial reporting periods beginning after December 15, 2001. Upon application of this consensus, comparative financial statements for prior periods should be reclassified to comply with the guidance in this consensus. The adoption of this consensus did not have a material effect on our consolidated financial position or results of operations. In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting for Costs Associated with Exit or Disposal Activities." This Standard supercedes the accounting guidance provided by Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity" (including "Certain Costs Incurred in a Restructuring"). SFAS No. 146 requires companies to recognize costs associated with exit activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. We are currently evaluating this Standard. CRITICAL ACCOUNTING POLICIES A summary of significant accounting policies is included in Note 1 to the audited financial statements included in our Annual Report on Form 10-KSB for the year ended December 31, 2001 as filed with the United States Securities and Exchange Commission. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 reporting period. Actual results may differ from those estimates. We account for stock transactions in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," we adopted the pro forma disclosure requirements of SFAS 123. ITEM 3. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90 days of the filing date of this Quarterly Report on Form 10-QSB (the "Evaluation Date"). Based on their evaluation, our chief executive officer and chief financial officer have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that all material information required to be filed in this Quarterly Report on Form 10-QSB has been made known to them in a timely fashion. -15- Changes in Internal Controls There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date set forth above. PART II - OTHER INFORMATION Item 1. Legal Proceedings As permitted by Commission Rule 12b-23, the response to this item is incorporated by reference from the corresponding item in our report of Form 10-KSB for the year ended December 31, 2001. Item 2. Changes in Securities and Use of Proceeds In July 2002, 7,500 options to purchase shares of the Company's stock were exercise at $0.156 per share aggregating proceeds of $1,171. Item 4. Submission of Matters to Vote of Security Holders None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 - Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 99.2 - Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K We filed an 8-K on September 13, 2002 reporting a change in our independent accountants. -16- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Global MAINTECH Corporation Dated: November 14, 2002 By: /S/ Dale Ragan --------------------------- Dale Ragan, Chief Executive Officer and President 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. Global MAINTECH Corporation Dated: November 14, 2002 By: /s/ Dale Ragan ------------------------------- Dale Ragan, Chief Executive Officer and President Dated: November 14, 2002 By: /s/ Sue Korsgarden ------------------------------- Sue Korsgarden Chief Accounting Officer Dated: November 14, 2002 By: /s/ William A. Erhart ------------------------------- William A. Erhart, Director -17- CERTIFICATION I, Dale Ragan, Chief Executive Officer of Global MAINTECH Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Global MAINTECH Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Dale Ragan ----------------------------------- Dale Ragan, Chief Executive Officer 18 CERTIFICATION I, Sue Korsgarden, Chief Accounting Officer of Global MAINTECH Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Global MAINTECH Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Sue Korsgarden ----------------------------------- Sue Korsgarden, Chief Accounting Officer 19