-----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, WAvCFIQ2VpVVBTwU+8B3Y1x/QrTkjVekn/0y8Kl1Ay63LEzWvFMKCkkV27g/1AL4 72FBESUzwFFjly7OgNfJ6w== 0000927797-99-000150.txt : 19991018 0000927797-99-000150.hdr.sgml : 19991018 ACCESSION NUMBER: 0000927797-99-000150 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GC INTERNATIONAL INC /CA CENTRAL INDEX KEY: 0000841708 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 942278595 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-17259 FILM NUMBER: 99726715 BUSINESS ADDRESS: STREET 1: 156 BURNS AVE CITY: ATHERTON STATE: CA ZIP: 94027 BUSINESS PHONE: 4153228449 MAIL ADDRESS: STREET 1: 156 BURNS AVENUE CITY: ATHERTON STATE: CA ZIP: 94027 10KSB 1 FORM 10KSB FOR JUNE 30, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K (Mark One) _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1999 ------------- 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 000-17259 --------- GC INTERNATIONAL, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2278595 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 156 Burns Avenue, Atherton, California 94027 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 322-8449 -------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class registered - ----------------------------------------------------------------------------- None None ---- ---- Securities registered pursuant to Section 12(g) of the Act: Common Stock, Without Par Value ------------------------------- (Title of class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] [Cover page 1 of 2 pages] The aggregate market value of voting stock held by non-affiliates of the registrant at September 22, 1999 (2,399,773 shares), was approximately $311,970. Since these are only a few trading the Company's Stock, this is based on an estimate average of the bid and asked price of $.13/share during the quarter ended 6/30/99. Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances provided that the assumptions are set forth in this form. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes...... No...... (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The total shares outstanding at September 22, 1999, are as follows: Common Stock 5,423,191 shares --------- DOCUMENTS INCORPORATED BY REFERENCE NONE [Cover page 2 of 2 pages] Part I Item 1. Business General - ------- GC International, Inc. (the "Company") manufactures metal products, primarily for inclusion in products sold by electronics, computer and aerospace companies and for the production of audio recording master discs. Description of Business - ----------------------- GC's business units generally manufacture their own products from raw materials, such as aluminum ingots, castings, or discs, or semi-finished metal components purchased from third parties. Except for certain materials used by the A. L. Johnson division ("ALJ") which are available from only one vendor (but for which replacements are readily available), raw materials and critical components are generally available from more than one source. All of GC's business units generally compete with many companies, many of which are larger and have greater resources. In all cases, competition is generally based upon technical competence, price, quality and delivery times. None of GC's business units has any patent protection. None of GC's businesses is seasonal and only one division has significant foreign sales. The following table sets forth certain financial information with respect to GC's business units. Approximately 80% of the backlog is expected to be shipped in the year ending June 30, 2000. A substantial portion of the backlog may be canceled at any time without penalty. The decrease in the backlog is believed to be due primarily to the continuing efforts of the Company to ship product on-time and reduce overdue shipments to a minimum. Backlog Backlog June 30, 1999 June 30, 1998 ------------- ------------- Total Backlog $1,250,417 $1,852,052 The backlog decrease is due primarily to a general business decline in the casting industry and the completion of a large contract. GC's sales for the last three fiscal years are as follows: Year Ended June 30 -------------------------------------------------- 1999 1998 1997 ---- ---- ---- Net sales $5,207,664 $5,590,365 $5,406,840 A. L. Johnson ("ALJ") Division - ------------------------------ ALJ and its predecessor have been in business for over 44 years. Located in Camarillo, California, ALJ utilizes a Rubber/Plaster Mold ("RPM") process and equipment to produce precision, high-strength, thin-walled aluminum castings, primarily for the computer, electronics and aerospace industries. The parts are used in many applications, including medical electronics, computer housings and camera parts. 1 The RPM process is particularly cost effective when the customer's production requirement is for low numbers of units. GC believes that the RPM process is most applicable if the production run is between 10 and 200 units per month. Customers sometimes select ALJ for pre-production runs before expensive hard tooling is cost justified. ALJ's direct competition in RPM castings is composed generally of a few companies believed to be larger than ALJ and several smaller competitors. ALJ's primary competition is from competing processes, such as investment, sand, permanent mold and die casting. ALJ generally services over 250 customers each year. Apollo Masters Division ("Apollo") - ---------------------------------- In 1988 GC purchased, from Capitol Records, the assets used in its lacquer master manufacturing business and moved those assets to a plant leased by the Company in Banning, California. Located in Banning, California, Apollo processes precision, highly polished aluminum substrates by applying a filtered lacquer coating to the discs in a clean room environment. After drying and inspection, the masters are sold to audio recording engineers who use specialized equipment to cut grooves in the lacquer. The masters are then used to make additional pressing masters, ultimately resulting in vinyl records. The Company expects the vinyl record industry volume to continue to decline as compact discs and audio cassettes replace vinyl records. Therefore, Apollo's future business and profitability will depend on Apollo's ability to gain market share from its competitors. Currently, approximately 50% of Apollo's market is in the U.S. and 50% is in the rest of the world, with the European market being the largest foreign market. Apollo does not expect the current decline of the vinyl record business to be precipitous for the Company, because to produce a single vinyl record takes a minimum of two masters, and the Company believes that there will continue to be a reasonable demand for vinyl records for the immediate future. However, a rapid decline in the market for lacquer masters may require that the Company reevaluate the viability of Apollo. There is no guarantee that Apollo can remain profitable in the future. If in future years, Apollo turns unprofitable and the decision is made to discontinue the operation, the Company could incur significant losses. As of June 30, 1999, Apollo has established 7 distributors and has made deliveries to over 122 customers in 29 countries worldwide. Apollo also imports and distributes stylus. Sales and Marketing - ------------------- The Company markets ALJ castings through a Sales Manager, and a network of independent sales representatives. ALJ may, from time to time, pay commissions to other independent sales representatives on a per customer order basis. Apollo does not have direct salesmen, and contracts with independent sales representatives and distributors. ALJ is currently planning to add direct salespersons in California. Major Customers Over 10% - ------------------------ One customer, Teledyne Controls, accounted for approximately 12.8% of consolidated sales in 1999. 2 Foreign Sales - ------------- Approximately 50% of Apollo's sales are to foreign markets, and such sales in 1999 represented approximately 11.6% of GC's consolidated sales. ALJ has no material foreign sales. Competition - ----------- ALJ competes in the U.S. on the basis of quality, delivery and price in markets where there are substantial numbers of competitors offering similar products and services, and many of these competitors are larger than ALJ. Apollo competes in a world wide market where the Company believes there is only one U.S. competitor and one Japanese competitor. Employees - --------- At June 30, 1999, GC had 47 employees. The Company believes its relations with its employees, none of whom is currently represented by any labor union, are good. From time to time, GC may experience a shortage of suitably trained applicants. GC maintains health, disability and life insurance programs for full-time employees. During 1999, GC paid a discretionary Christmas holiday bonus of approximately $31,400. Item 2. Properties ---------- As of June 30, 1999, GC leases two separate manufacturing facilities. The two leases aggregate approximately 75,864 square feet, under leases that expire at various times. The Company believes its current facilities are adequate and suitable for its operations for the foreseeable future. One of the facilities is leased from a related party; see "Item 13--Certain Relationships and Related Transactions." The leases are subject to rental escalation provisions. Management believes that, as leases expire, GC will be able to negotiate satisfactory leases with the present lessors or relocate to satisfactory alternative facilities. Item 3. Legal Proceedings ----------------- As of June 30, 1999, there is no litigation of which the Company is aware and/or is not insured. With the exception of the potential litigation on claims explained below, the Company does not know of any litigation likely to be asserted directly against the Company which would not be insured or which, if decided adversely to the Company, would, in the opinion of management, materially affect the financial condition of the Company. Bankruptcy Filing and Discharge from Chapter 11 - ----------------------------------------------- On March 26, 1990, Registrant and its Subsidiaries each filed for protection under Chapter 11 of the Federal Bankruptcy Code. On April 23, 1991, the Second Amended Plan of Reorganization was approved by the court. As a result of the settlement with unsecured creditors, the Company has been required to make certain payments to these creditors over a period of seven years at no interest. During 1999, the Company made payments and/or settlements with several of these creditors. The Company anticipates continuing this program in 2000. The 3 creditor notes generally do not provide for any specific remedies or for acceleration in the event of non-payment. EPA Claim for OII Superfund Site Cleanup - ---------------------------------------- In 1996, the Company settled an interim claim with the EPA under a partial consent decree for an amount of $100,000 plus interest for a Superfund Site cleanup in connection with waste generated in the 1970's by the Company's former Raytee division. As of August 1998, the Company has paid $60,000 of such amount and is obligated to pay $20,000 plus interest in August 1999 and August 2,000. Based on the settlement reached with the EPA in August 1996 for the interim claim, the Company believes its reserve for any future liability in the amount of $120,000, as of June 30th, 1999, is adequate to cover any final claim. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matters were submitted to a vote of security holders during 1999. PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters -------------------------------------------------------------------- Market Information - ------------------ The Company's stock is traded over-the-counter. Trading is extremely isolated and sporadic. The table below sets forth the bid and asked prices for the Company's common stock as reported by the Company's market maker. The Company does not believe that the bid and asked quotations are indicative of the actual market if a person wished to purchase or sell any significant number of common shares. 4
Common Shares 1999 1998 1997 ---- ---- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st 2nd 3rd 4th (In Quarters) Bid $.25 $.18 $.23 $.10 $1.25 $.187 $.187 $.312 $.625 $.75 $.75 $.625 Asked $.375$.25 $.30 $.16 $.375 $.50 $.50 $.625 $.125 $.25 $.25 $.125
During 1999, the company purchased from stockholders and retired 125,710 shares at prices ranging from $.19 to $.10/share. Holders - ------- The number of holders of record of the Company's common stock as of June 1998, were approximately 150. Dividend Policy - --------------- GC has not paid cash dividends on its Common Stock since its incorporation and does not anticipate paying dividends on its Common Stock in the foreseeable future. 4 Item 6. Selected Financial Data ----------------------- The following financial data has been derived from the financial statements of the registrant. The selected financial data should be read in conjunction with the financial statements and notes thereto, management's discussion and analysis of results of operations and financial condition included elsewhere in this report on Form 10-K.
SELECTED FINANCIAL DATA Year ended June 30 ------------------------------------------------------------------- 1999 1998 1997 1996 1995 ------------------------------------------------------------------- Statement of Operations Data - ---------------------------- Net Sales ............. $ 5,207,664 $ 5,590,365 $ 5,406,840 $ 5,277,155 $ 4,413,210 Gross Profit .......... 1,764,904 1,925,917 1,774,430 1,709,813 1,179,031 Selling and Administrative ...... 1,588,512 1,390,638 1,313,091 1,209,139 1,206,167 Income (loss) from Operations ........... 176,392 535,638 461,339 500,574 (27,136) Net Income (Loss) per share .... $ .02 $ .07 $ .04 $ .02 $ .02 Weighted average shares outstanding ........ $ 5,423,191 $ 5,548,401 $ 5,727,122 $ 5,748,499 $ 5,748,499 Balance Sheet Data - ------------------ Working Capital ....... $ 406,413 $ 383,645 $ 142,671 $ (148,884) $ (944,209) Total Assets .......... 2,250,329 2,340,293 2,312,944 2,433,456 1,822,598 Long Term Debt ........ $ 501,193 $ 492,726 $ 466,307 $ 513,620 $ 273,240 Net Stockholders' Equity (Deficit) .... $ 806,452 $ 753,093 $ 391,140 $ (158,206) $ (836,835)
5 Item 7. Management's Discussion and Analysis of Financial Condition and Results ------------------------------------------------------------------------ of Operations ------------- Liquidity and Capital Resources - ------------------------------- As of June 30, 1999, the Company had cash balances of approximately $371,085. Management believes that this balance and the cash flow from operations are sufficient to adequately fund ongoing operations. However, there is no assurance that these funds will prove adequate if the Company is unable to maintain positive cash flow operations in the future. The Company has no bank line and does not plan to obtain any. Capital Equipment Requirements and Equipment Leases - --------------------------------------------------- The Company, from time to time, has satisfied certain of its capital equipment requirements by entering into equipment leases with third parties or purchase arrangements with the equipment manufacturers. During 1998 and 1999, the Company has been able to arrange satisfactory equipment and automobile leases or purchase contracts. The Company anticipates that additional capital equipment will be required for the Company's operating divisions during 2000. The Company anticipates paying for any such equipment from cash flow or cash reserves or arranging equipment financing with the supplier. If sufficient cash or purchase terms are not available, the Company could be materially adversely affected. Results of Operations - --------------------- The following table sets forth a percentage comparison of the Company's statement of operations. Percentage of Sale -------------------- Years Ended June 30, -------------------- 1999 1998 1997 ---- ---- ---- Net Sales 100% 100% 100% Cost of sales 66 66 67 Selling and Administrative Expenses 31 25 24 Interest Expense (net of interest income) 0 0 0 Income before income taxes, discontinued operations and extraordinary item 1 7 9 Net Income 2 6 4 Comparison of Fiscal year ended June 30, 1999, and June 30, 1998 - ---------------------------------------------------------------- In 1999, the company's sales decreased $382,701 or (7%). This decrease is a result of the decline of business in the casting industry in 1999 as compared with the increase ALJ experienced in 1998. In addition, ALJ completed large contracts with our largest customer in 1998 and 1999. Unfortunately, ALJ was not able to find new business to replace the lost business. As a result, administrative expense increased from 25% of sales to 31% resulting in commensurate decrease in operating income from $535,638 in 1998 to $176,392 in 1999. The company is re-structuring its sales force and plans to add direct salespersons in Northern and Southern California. While this addition will increase ALJ's Sales and Marketing costs, management believes that direct salespersons will prove to be superior to using independent sales representatives. 6 Comparison of Fiscal year ended June 30, 1998, and June 30, 1997 - ---------------------------------------------------------------- In 1998, the Company's sales increased by $183,525 or 3.4% over 1997. Sales remained relatively constant due to the Company's continued selling efforts. During 1998, the Company's cost of sales continued to decrease from 67% in 1997 to 66% in 1998. As a result, income from operations increased from $461,339 in 1997 to $535,639 in 1998. Comparison of fiscal year ended June 30, 1997 and June 30, 1996 - --------------------------------------------------------------- In 1997, the Company's sales increased by $129,685 or 2% over 1996 due to continuing aggressive sales efforts and the improving economy. Sales expense increased to $243,487 from $166,640 resulting from continued investment in the sales representative program. During 1997, the Company's cost of sales continued to decrease from 68% in 1996 to 67% in 1997 reflecting the continuing management efforts on improving productivity and quality. As a result, income before taxes and extraordinary items increased $80,743 over 1996. In 1997, net income increased to $232,934 or $.04/share after provision for taxes of $260,295. Most of the tax provision was for the net operating federal loss benefit. In 1997 the Company exhausted its net operating loss carry forward for California income tax, but the Federal carry forward eliminated all but a nominal Federal tax of approximately $1250. Factors Affecting Future Results - -------------------------------- During 1999, order rates from customers were slow resulting in a decreased backlog at June 30. The Company anticipates further slowing during 2000. This will make it difficult to continue the performance of the past year. The Company has reviewed its internal computer systems for year 2000 compliance and is satisfied that all of its internal computer systems are either already year-2000 compliant or can be made year-2000 compliant through simple upgrades. The Company does not expect the costs of achieving full year-2000 compliance to be material for the internal systems. However, there can be no assurance that coding errors or other defects will not be discovered in the future. In addition, since the Company is very small in relation to many of its customers and suppliers, the Company has been unable to ascertain if any of its suppliers and customers are year-2000 compliant. Therefore, there can be no assurances that the Company's cash flow and materials from suppliers will not be interrupted, which could result in severe disruptions in the Company's operations. 7 Item 8. Financial Statements and Supplementary Data ------------------------------------------- Index to Financial Statements Page No. Financial Statements Balance Sheets at June 30, 1999 and June 30, 1998 18 Statements of Operations for each of the Three Fiscal Years: June 30, 1999, 1998, and 1997 19 Statements of Stockholders' Equity for each of the Three Fiscal Years: June 30, 1999, 1998, and 1997 20 Statements of Cash Flows for each of the Three Fiscal Years: June 30, 1999, 1998, and 1997 21 Notes to Financial Statements 22 Financial Statement Schedules for each of the Three Fiscal Years: June 30, 1999, 1998, and 1997 V. Property, Plant and Equipment 30 VI. Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment 31 VIII. Valuation and Qualifying Accounts and Reserves 32 IX. Short-Term Borrowings 33 X. Supplementary Income Statement Information 33 Financial statement schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or Notes thereto. Item 9. Changes in and Disagreements With Accountants on Accounting and ---------------------------------------------------------------------- Financial Disclosure -------------------- None 8 PART III Item 10. Directors and Executive Officers -------------------------------- The directors and executive officers of GC, their ages and positions with the Company are set forth below: Served as Name Age Position Director Since ---- ------------------------------------------------------- F.Willard Griffith II 67 Chairman, CEO, CFO, Secretary, and Assistant Treasurer 1975 Richard R. Carlson 70 President, Chief Operating Officer, Treasurer, Assistant Secretary; Director 1975 Carol J. Carlson 70 Director 1987 Carol Q. Griffith 65 Director 1987 Served as Officers Age Position Officer Since -------- ----------------------------------------------------- Served as H. J. Jackson 63 President and General Manager, Apollo Masters Division. 1989 Michael Shoemaker 58 President and General Manager, A. L. Johnson Division. 1979 F. Willard Griffith II co-founded GC in March 1975 and has been Chairman and Chief Executive Officer since that date and has been Secretary and Assistant Treasurer of the Corporation since 1981. Mr. Griffith is a graduate of Purdue University with a BS degree in Electrical Engineering. Mr. Griffith is also Chairman of Zephyr-Tec Corp. Richard R. Carlson co-founded GC in March 1975 and has been President, Chief Operating Officer and a director of GC since that date and has been Treasurer and Assistant Secretary since 1981. Prior to founding GC, Mr. Carlson was President and a Director of A. L. Johnson Co., Inc., a wholly owned subsidiary of Consyne Corporation. Mr. Carlson is a graduate of the University of Minnesota with a BS and MS in Industrial Engineering. Carol Griffith is the spouse of F. Willard Griffith II, and from March 1975 to July 1981, Mrs. Griffith was Vice President, Secretary of the Corporation and a Director. Mrs. Griffith was re-elected a Director in November 1987. Mrs. Griffith is also a Director of Zephyr-Tec Corp. Carol Carlson is the spouse of Richard Carlson, and from March 1975 to July 1981, Mrs. Carlson was Vice President, Treasurer of the Corporation and a Director. Mrs. Carlson was re-elected a Director in November 1987. H.J. Jackson joined GC as Vice President of Corporate Marketing in March 1989 and was appointed to the position of Vice President and General Manager of Apollo in January 1991 and in 1997 was made President of the Division. Prior to joining GC, Mr. Jackson was Vice President of Marketing of Capitol Magnetics, a division of Capitol Records, EMI, since 1976 and Senior Vice President from 1984 to 1988. Michael Shoemaker joined GC in 1975 as an employee of ALJ, where he had been employed since 1960. Since July 1995, Mr. Shoemaker has been Vice President and General Manager of ALJ, Camarillo and in 1997 was made President of the Division. Since 1979, Mr. Shoemaker had been Vice President and General Manager of the ALJ North. 9 Item 11. Executive Compensation ---------------------- Executive Compensation - ---------------------- The remuneration of each of the five most highly compensated executive officers and directors of GC whose cash and cash-equivalent remuneration exceeded $100,000 and of all directors and officers of GC as a group for services in all capacities to GC during the fiscal year ended June 30, 1999, was as follows:
SUMMARY COMPENSATION TABLE Annual Compensation Long-Term Compensation Accrual Awards Payouts Other All Name & Principal Annual Restricted Other Position Compen- Stock Options LTIP Compen- Year Salary Bonus sation Awards Sales Payouts sation Paid ($) ($) ($) ($) ($) ($) ($) (1) (2) (3) 1999 274,194 10,300 7,102 -0- -0- -0- 55,000 F.Willard Griffith II ............... 1998 215,696 10,300 36,470 -0- -0- -0- -0- Chairman & CEO ...................... 1997 215,789 200 38,120 -0- -0- -0- -0- 1996 204,488 -0- 28,979 -0- -0- -0- -0- 1999 274,194 10,300 7,102 -0- -0- -0- 55,000 Richard R. Carlson .................. 1998 215,696 10,300 36,470 -0- -0- -0- -0- President & COO ..................... 1997 215,789 200 38,120 -0- -0- -0- -0- 1996 204,488 -0- 28,979 -0- -0- -0- -0- 1999 125,744 5,300 -0- -0- -0- -0- -0- Michael Shoemaker ................... 1998 114,054 7,500 -0- -0- -0- -0- -0- President & General Mgr ............. 1997 129,716 2,000 -0- -0- -0- -0- -0- ALJ Division ........................ 1996 96,843 -0- 12,000 -0- -0- -0- -0-
(1) Cash bonuses were paid in 1999, as shown. A Christmas bonus was also paid to all employees. Officers of the corporation receive standard benefits of medical and other group insurance available to at least 80% of all other employees. Executives and salesmen of the Company also receive the use of a Company automobile and reimburse the Company for personal or commuting use. (2) Other annual compensation includes contractual amounts and accrued salary not paid. The Company is currently paying certain prior year salary accruals. (3) Pay-outs include bonuses previously accrued but not paid. The Company has not included in the table above the value of incidental personal perquisites furnished by the Company to its executive officers, since such incidental personal value did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonuses reported for the named executive officers in the table above. 10 Directors' Compensation - ----------------------- Directors of the Company do not receive any compensation for performing their duties as directors. Employee Cash Bonus - ------------------- The Company paid a Christmas bonus to all employees in 1999 totaling approximately $31,400 and expects to pay a Christmas bonus in 2000, in addition to the Company's contribution to the 401K Plan. Employment Contracts - -------------------- Pursuant to their employment contracts, expiring in 2008, Mr. Griffith and Mr. Carlson are each entitled to receive a base salary ($5,381/week) increased by a cost-of-living adjustment each year, plus an incentive performance bonus equal to five percent of the Company's pretax, pre-bonus profit as defined in employment contracts. In addition, Messrs. Griffith and Carlson are entitled to a fixed payment of $10,000 per year. The contracts have an acceleration provision in the event of early termination. The employment contracts also provide for salary continuation in the event of disability and under a Death Benefit Agreement, in the event of death of the employee, the Company is obligated to pay first the employee's contract obligations until the end of the contract and to thence employee's designated beneficiary, a death benefit of approximately $15,488 per month in 1999, increased by an annual cost-of-living adjustment factor until the death of that beneficiary or July 1, 2008, whichever is later. Mr. Shoemaker has an employment contract expiring in July 2008 entitling Mr. Shoemaker to receive in salary of $2,435/week increased by the cost of living and a death benefit agreement which requires the company, in the event of the death of Mr. Shoemaker, to pay to his designated beneficiary $5,000/month until the earliest of March 15, 2008 or the death of the employee and the subsequent death of the employee's designated beneficiary. See material contracts items 10.34, 10.35 and 10.36 The Company owns and is the beneficiary of a key man life insurance policy in the face amount of $1,000,000 each on the lives of Messrs. Griffith and Carlson and in the amount of $500,000 on Mr. Shoemaker. The Company believes that the key man life insurance would provide sufficient funds to the Company for payments of the death benefit and for other corporate purposes in locating and training a replacement for the deceased. The Company had no retirement or deferred compensation plan until April 1996 (see 401K Plan). 1988 Stock Option Plan - ---------------------- In September 1988, GC adopted the 1988 Stock Option Plan pursuant to which GC may grant Incentive Stock Options (ISO), Non Qualified Stock Options (NQSO), and Stock Appreciation Rights (SAR) to purchase up to 1,700,000 shares of the Company's stock. The purchase price of common stock upon exercise of options granted under the Plan may not be less than the fair market value of the common stock at the date of grant as determined by the Board of Directors. In 1979, GC adopted a Non-Qualified Stock Option Plan and with the adoption of the 1988 Plan, all 1979 options were integrated into the 1988 Plan. Options to purchase a total of 1,360,000 shares of GC's common stock have been granted. 11 The following chart sets forth all of the options held as of June 30, 1999, by each of the officers or directors of GC and by all option holders as a group. All options are currently exercisable. Options Held As of June 30, 1998 ------------------- Value of Average Unexercised Per Share In-the-Money No. of Exercise Options at Shares Price June 30, 1999 ------ ----- ------------- F. W. Griffith II ........... 500,000 $ .06 $35,000 Richard R. Carlson .......... 500,000 $ .06 $35,000 H. J. Jackson ............... 130,000 $ .06 $ 9,100 Michael Shoemaker ........... 50,000 $ .06 $ 3,500 80,000 $ .15 -0- --------- All officers and directors .. 1,260,000 Total options outstanding ... 1,360,000 $ .08 $82,600 No options were exercised in 1999. The value of unexercised options is based on the average of the bid and asked price as of June 30, 1999 at $.13/ share. By virtue of holding such options, the above described persons possess the opportunity to profit from a rise in the share market price, and the exercise of such options would dilute the interests of shareholders. The Company will obtain additional equity capital upon exercise of such options, but it is possible that the terms of such options will not be as favorable as those which could then be obtained by the Company from other sources of capital. The Board of Directors, the current administrators of the 1988 Stock Option Plan, in its discretion, determines which employee is eligible to receive options, the amount of shares, and the terms on which the option is granted. The primary criteria used by the Board in determining the size of the option is the importance to the Company of the skills of the employee receiving the issuance. The Board of Directors may not issue any options to any member of the Board without engaging an impartial outside Committee who determines the appropriateness of the issuance. 1999 Stock Option Plan - ---------------------- In 1999, GC's Board of Directors adopted the 1998 Stock Option Plan which will be presented for approval by the stockholders at the annual meeting to be held November 1999. 12 401K Retirement Plan - -------------------- In April 1996, the Company's Board of Directors authorized the adoption of the Company's 401K Retirement Plan to enable employees the opportunity to save for future retirement. The Board has authorized a Company matching contribution of up to $300 on a $1 matching for each $3 contributed by the employee. The matching contribution is determined by the Board of Directors and may be changed at any time. At July 31, 1999, 36 employees are participating and the Company's contribution in 1999 was $18,776. Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- The following table sets forth certain information regarding GC's Common Stock owned on August 31, 1999 (I) by each person or entity who is known by GC to own beneficially more than five percent of GC's Common Stock. (ii) by each of GC's directors and (iii) by all directors and officers of GC as a group:
Name Amount Title of and Address and Nature of Percent Class of Beneficial Beneficial of Class Owner Ownership Common The Griffith Family Trust(3)(5) 1,466,119 27.03% c/o GC International, Inc. 4671 Calle Carga, Camarillo, CA 93012 Common Carol Q. Griffith (5) 16,279 30% c/o GC International, Inc. 4671 Calle Carga, Camarillo, CA 93012 Common The Carlson Family Trust 1,478,150 27.26% (5)(2)(3) c/o GC International, Inc., 4671 Calle Carga, Camarillo, CA 93012 All officers and directors as a group(3)(4) 3,023,418 (6 persons) - ------------ (1) Includes 37,409 shares held for the Griffith children and a grandchild. (2) Includes 33,200 shares held by Trusts for the Carlson children and grandchildren. (3) Excludes presently exercisable options to purchase 500,000 shares each held by Messrs. Griffith and Carlson. (4) Excludes presently exercisable options to purchase 360,000 shares held by officers and key managers. (5) Excludes shares beneficially owned by spouse disclosed elsewhere herein.
Messrs Carlson and Griffith, together with their spouses and families, control 2,960,548 shares or 54.6% of the total of 5,423,191 shares outstanding and have the ability to control the company. 13 Item 13. Certain Relationships and Related Transactions ---------------------------------------------- Certain Transactions - -------------------- The Company leases from CJ Squared LLC, a limited liability Company formed by F. Willard Griffith II, Richard R. Carlson, Carol Q. Griffith and Carol J. Carlson who are officers and director/stockholders, for $13,097 per month in 1999 under a lease expiring December 31, 2004. The lease contains an annual increase based on the Consumer Price Index. Mr. Griffith and Mr. Carlson are parties to employment contracts. See "Item Executive Compensation--Employment Contracts." Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 1. (a). Financial statements listed in Item 8 above are incorporated herein by reference. (b). Financial statement schedules listed in Item 8 above are incorporated herein by reference. 2. Reports on Form 8-K. Reference Exhibits, Material Contracts 10.29, 10.30, 10.31, 10.32 and 10.33 and F, G, H, I and J below. 3. Exhibits Index to Exhibits (14c) DESCRIPTION REFERENCE 3.1 Articles of Incorporation A 3.1.1 Restated Articles of Incorporation A 3.2 By-Laws A 10. Material Contracts A 10.1 1988 Stock Option Plan A 10.2 GCI ESOP Plan and Amendment A 10.2.1 ESOP Trust Agreement with Imperial Trust A 10.2.2 IRS Determination Letter A 10.3 Employment Contract with F. Willard Griffith II A 10.4 Employment Contract with Richard R. Carlson A 10.5 Promissory Note from F. Willard Griffith II A 10.6 Promissory Note from Richard R. Carlson A 10.7.1 Building Lease 1255 Birchwood Drive, Sunnyvale, Ca. and Amendments A 10.7.2 Building Lease 101 N. Lincoln, Banning, Ca. and Amendments A 10.7.3 Building Lease 901 Magnolia, Monrovia, Ca. and Amendments A 10.7.4 Building Lease 907 Magnolia, Monrovia, Ca. and Amendments A 10.7.5 Building Lease 12833 Simms Avenue, Hawthorne, Ca. and Amendments A 14 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K --------------------------------------------------------------- DESCRIPTION REFERENCE 10.7.6 Building Lease 320 W. Duarte, Monrovia, Ca. and Amendment A 10.8 Letter of Intent with Everest and Jennings International, Inc. for purchase of Aero Alloys Division A 10.9 Purchase Agreement with Capitol Magnetics Division of EMI International A 10.10 Lease Agreement with McDonnell Douglas Finance Corp. A 10.11 Lease Agreement with Sovran Leasing A 10.12 Bank Loan Agreement and Amendments with Bank of California A 10.13 Form of Directors Indemnification Agreement A 10.14 Employee Bonus Plan A 10.15 MDFC Lease Agreement B 10.16 Building Lease, Duarte Lease Extension B 10.17 Building Sublease, Aero Alloys B 10.18 Comerica Loan Agreements B 10.19 Building Sublease Ventura A 10.20 Comerica Loan Agreement A 10.21 Comerica Loan Agreement Modification A 10.22 Bankruptcy Filing GC International C 10.23 Bankruptcy Filing Apollo Masters Corp. C 10.24 Bankruptcy Filing GCI/Aero, Inc. C 10.25 Letter Agreement with Annandale Securities D 10.26 Not Used 10.27 Not Used 10.28 Debtors Joint Plan of Reorganization for GC International, Inc. LA 90-07128LF E 10.29 Debtors Joint Seconded Amended Plan of Reorganization for GC International, Inc. LA 90-07128LF F 10.30 Order of Court Confirming Discharge and Approval of the Second Amended Joint Plan of Reorganization F 10.31 Lease Agreement for 12946 Park Street, Santa Fe Springs, California G 10.32 Lease Agreement for 4671 Calle Carga, Camarillo, California H 10.33 Lease Agreement extension for 4671 Calle Carga, Camarillo, Ca I 10.34 Amendment to amend and restate the employment contract of J Richard R. Carlson. 10.35 Amendment to amend and restate the employment contract of F. Willard Griffith. J 10.36 Employment contract with Michael Shoemaker J 15 22. Subsidiaries of the Registrant NONE Index to Exhibits Reference Legend A Incorporated by reference to the Company's Registration Statement on Form 10 filed October 19, 1988. B Incorporated by reference to the Company's Form 8-K filed on or about January 6, 1989. C Incorporated by reference to the Company's Form 8-K filed on or about April 5, 1990. D Incorporated by reference to the Company's Form 8-K filed on or about January 2, 1990 E Incorporated by reference to the Company's Form 8-K filed on or about November 9, 1990 F Incorporated by reference to the Company's Form 8-K filed on or about April 30, 1991 G Incorporated by reference to the Company's Form 8-K filed on or about July 17, 1991 H Incorporated by reference to the Company's Form 8-K filed on or about September 9, 1991 I Incorporated by reference to the Company's Form 10K filed on or about September 20, 1997 J Incorporated by reference to the Company's Form 10K filed on or about October 15, 1998 16 INDEPENDENT AUDITOR'S REPORT - ---------------------------- To the Board of Directors and Stockholders GC International, Inc. We have audited the accompanying balance sheet of GC International, Inc. as of June 30, 1999 and 1998 and the related statements of income, retained earnings, and cash flows for each of the three years in the period ended June 30, 1999. These financial statements are the responsibility of GC International, Inc.'s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GC International, Inc. as of June 30, 1999 and 1998 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. The statements of income, retained earnings, and cash flows for the years ended June 30, 1996 were compiled by management. We have not audited or reviewed the 1996 financial statements and, accordingly do not express an opinion or any other form of assurance on them. Finocchiaro & Company Pasadena, California August 25, 1999 GC INTERNATIONAL, INC.
BALANCE SHEETS June 30, 1999 and 1998 June 30, 1999 June 30, 1998 ------------- ------------- ASSETS Current Assets Cash ............................................. $ 371,085 $ 323,920 Accounts receivable, net of allowance for doubtful of $______ in 1999 and $6,464 in 1998 ... 508,214 639,886 Inventories ...................................... 472,931 479,772 Prepaid expenses ................................. 6,787 4,277 Prepaid income taxes ............................. 26,561 4,219 Deferred tax benefit .................................. 18,395 26,044 -------------------------- Total current assets ................ 1,403,973 1,478,118 Property and equipment ........................... 548,106 545,251 Other assets Deposits & deferred expenses ..................... 35,999 35,760 Deferred tax benefit ............................. 336,734 281,164 -------------------------- Total other assets ................. 372,733 316,924 -------------------------- Total Assets .......................................... 2,324,812 $ 2,340,293 -------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable ................................. $ 68,776 $ 130,858 Accrued expenses ................................. 646,409 696,903 Income taxes payable ............................. -- -- Note payable ..................................... 258,188 266,713 -------------------------- Total current liabilities .................... 973,373 1,094,474 Other Liabilities Note payable, net of current portion ............. 181,194 172,725 Liability reserve ................................ 120,000 120,000 Liability reserve ................................ 200,000 200,000 -------------------------- Total other liabilities ...................... 501,194 492,725 -------------------------- Total liabilities ............................ 1,474,567 1,587,199 Commitments and contingencies Stockholders' equity: Common stock, without par value. 30,000,000 shares authorized, 5,548,401 shares in 1999 and in 1998 issued and outstanding ............... 1,770,007 1,791,590 Accumulated deficit .............................. (916,762) (1,038,496) -------------------------- Total stockholders' equity ................... 850,245 753,094 -------------------------- Total Liabilities and Stockholders' Equity ... $ 2,324,812 $ 2,340,293 --------------------------
The accompanying notes are an integral part of these financial statements. 18 GC INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS For the Years Ended June 30, 1999, 1998 and 1997 1999 1998 1997 ---- ---- ---- Net sales ............................. $ 5,207,664 $ 5,590,366 $ 5,406,840 Cost of sales ......................... 3,442,760 3,664,447 3,632,410 ----------- ----------- ----------- Gross profit .......................... 1,764,904 1,925,919 1,774,430 Operating expenses: Selling ............................. 259,730 234,888 243,487 General & Administrative ............ 1,328,785 (1,155,392) 1,069,604 ----------- ----------- ----------- Income from operations ................ 176,389 535,639 461,339 Other income (expense) Interest, net ........................ (8,164) (7,320) (5,163) Other ................................ (121,211) (120,920) 19,798 ----------- ----------- ----------- Income before income taxes & extraordinary items .................. 47,014 407,397 475,974 Loss from discontinued operations ..... -0- -0- 55,670 Provision for income taxes ............ (71,720) 174,650 258,547 ----------- ----------- ----------- Income before extraordinary item ...... 118,734 232,747 161,757 Extraordinary item .................... 129,207 71,177 ----------- ----------- Net income ............................ $ 118,734 $ 361,954 $ 232,934 ----------- ----------- ----------- Earnings per common share Basic earnings per share Income from continuing operations .... $ 0.02 $ 0.04 $ 0.04 Loss from discontinued operations .... -- -- $ (0.01) ----------- ----------- ----------- Income before extraordinary item ..... $ 0.02 $ 0.04 $ 0.03 Extraordinary item ................... -- $ 0.03 $ 0.01 - --------------------------------------- ----------- ----------- ----------- Net income ................... $ 0.02 $ 0.07 $ 0.04 ----------- ----------- ----------- Diluted earnings per share Income from continuing operations $ 0.02 $ 0.04 $ 0.04 Loss from discontinued operations -- -- 0.01 ----------- ----------- ----------- Income before extraordinary item 0.02 $ 0.04 $ 0.03 Extraordinary item .............. -- $ 0.02 $ 0.01 ----------- ----------- ----------- Net income ................... $ 0.02 $ 0.06 $ 0.04 ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements. 19 GC INTERNATIONAL, INC.
STATEMENTS OF STOCKHOLDERS'EQUITY For the Years Ended June 30, 1998, 1997 and 1996 Common Stock Number Dollar Accumulated of Shares Value Deficit Total 1997 Stockholders' equity at June 30, 1996 5,748,499 1,791,590 (1,633,384) 158,206 Net Income .......................... -- -- 232,934 232,934 Retirement of common stock .......... (200,098) -- -- -- -------- -------- ------------ ----------- Stockholders' equity at June 30, 1997 5,548,401 $ 1,791,590 $(1,400,450) $ 391,140 1998 Net Income .......................... -- -- 361,954 361,954 ---------- ----------- ------- ------- Stockholders' equity at June 30, 1998 5,548,401 $ 1,791,590 $(1,038,496) $ 753,094 --------- ----------- ----------- ----------- 1999 Net Income .......................... -- -- 118,734 118,734 Retirement of common stock .......... (125,210) (21,583) -- $ 21,583 -------- ------- ----------- ----------- Stockholders' equity at June 30, 1999 5,423,191) $ 1,770,007 $ (919,762) $ 850,245 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements. 20 GC INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS For the Years ended June 30, 1999, 1998 and 1997 (Unaudited) 1999 1998 1997 ---- ---- ---- Cash flows from operating activities: Net income ..................................... $ 118,734 $ 361,954 $ 232,934 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ............... 141,290 121,192 87,332 Gain on sale of property, plant & equipment . (1,881) (1,500) (1,317) Changes in operating assets & liabilities: Receivables decrease ........................ 131,672 14,525 (5,975) Inventory (increase) decrease ............... 6,841 101 59,524 Accounts payable increase (decrease) ........ (62,082) (7,361) (15,507) Accrued liabilities increase (decrease) ..... (42,494) (37,738) (103,539) Income taxes payable increase ............... -- (59,854) 54,835 Reserve liability decrease .................. -- -- (32,337) Deferred tax decrease ....................... (47,921) 136,472 209,727 Prepaid expenses (increase) decrease ........ (32,852) (944) (3,333) Other assets and deposits (increase) decrease (239) 1,637 19,634 --------- --------- --------- Net cash provided by operating activities ... 211,068 525,210 501,978 Cash flow from investing activities: Purchase of property, plant & equipment (144,145) (247,710) (143,661) Proceeds from sale of property, plant & equipment ......................... 1,881 1,500 1,317 --------- --------- --------- Net cash used by investing activities ....... (142,264) (246,210) (142,344) Cash flows from financing activities: Payments on short term borrowings ........... (2,821) -- (216,711) Payments on long term debt .................. (131,633) (345,075) (40,187) New long term borrowings .............. 134,398 111,204 -- Re-purchase of common stock ................. (21,583) -- -- --------- --------- --------- Net cash used by financing activities ....... (21,639) (233,871) (256,898) Increase in cash and cash equivalents .......... 47,165 45,129 102,736 Cash and cash equivalents, beginning ........... 323,920 278,791 176,055 --------- --------- --------- Cash and cash equivalents, ending .............. $ 371,085 $ 323,920 $ 278,791 --------- --------- --------- Cash paid during year for Interest ............................ $ 8,164 $ 7,320 $ 16,886 Income taxes ........................ 28,697 58,824 3,050
The accompanying notes are an integral part of these financial statements. 21 GC INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS (1) DESCRIPTION OF BUSINESS GC International, Inc. (the "Company") manufactures metal products, primarily for inclusion in products sold by electronics, computer and aerospace companies. In 1988, the Company established a subsidiary for the production of audio recording master discs. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Inventories - ----------- Inventories, consisting primarily of costs incurred on uncompleted contracts (work in process), are valued principally at the lower of average cost or market. In cases where losses are estimated on fixed-price contracts, the full provision for such losses is charged to current operations. Property and Equipment - ---------------------- Property and equipment are carried at cost. Depreciation is computed using the straight-line method. The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments are capitalized. Deductions are made for retirements resulting from renewals or betterments. Income Taxes - ------------ Income taxes are provided based upon income reported for financial statement purposes. Deferred income taxes are provided for timing differences principally in the recognition of depreciation expense and California franchise tax for financial reporting and tax purposes. Net Income Per Share - -------------------- Earnings per common and common equivalent share are based upon the weighted average number of shares outstanding during each period, adjusted for stock options which are considered common stock equivalents, when dilutive. Both Basic EPS and Dilutive EPS were calculated using Treasury Stock method. The 22 market value used is based on the average of bid and asked price at June 30, 1999 and was $ 0.207. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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 could differ from these estimates. Environmental Remediation Costs - ------------------------------- The Company accrues losses associated with environmental remediation obligations when they are probable and reasonably estimable. These accruals are adjusted as additional information is available or if circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Presentation - ------------ For financial statement reporting purposes, certain reclassifications of prior years' balances have been made to conform to the 1998 presentation. The financial statements for the years ended June 30, 1996 were restated to account for the recognition of deferred tax benefits that resulted primarily from net operating losses and deductible timing differences of accrued expenses. As a result of these changes, net income for the year ended June 30,1998 decreased by $207,448. Related Party Transactions - -------------------------- A building is leased from CJ Squared LLC, a Limited Liability Company, formed by F. Willard Griffith, Richard R. Carlson, Carol Q. Griffith and Carol J. Carlson who are officers and director/stockholders, for $13,097 per month under a lease expiring December 31, 2011. The lease contains an annual increase based upon the Consumer Price Index. 23 (3) INVENTORIES Inventories at June 30, 1999 and 1998 consisted of: 1999 1998 ---- ---- Raw material ........................... $ 72,679 $ 58,411 Work in process ........................ 400,252 421,361 -------- -------- $472,931 $479,772 -------- -------- (4) PROPERTY AND EQUIPMENT Property and equipment at June 30, 1999 and 1998 consisted of: Estimated 1999 1998 useful lives ---------- ---------- ------------- Machinery and equipment ........ $1,166,594 $1,036,186 5 to 15 years Automobile and trucks .......... 127,609 157,610 3 to 15 years Office equipment ............... 107,185 103,376 3 to 15 years Leasehold improvements ......... 180,508 180,508 2 to 10 years Idle Assets .................... 86,742 0 ---------- ---------- Less accumulated depreciation ............ 1,668,638 1,564,422 amortization .................... (1,120,532) (1,019,171) ----------- ----------- $ 548,106 $ 545,251 ----------- ----------- Depreciation expense for the years ended June 30, 1999 and 1998 totaled $_________ and $121,192 respectively. 24 GC INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS
(5) NOTES PAYABLE Notes payable at June 30, 1999 and 1998 consists of the following: 1999 1998 -------- ---------- Equipment purchase, 60-month note from a supplier at an interest rate of 10% and a monthly payment of $956 until September 1999. $ 0 $ 2,821 Equipment purchase, 48-month lease from a supplier at an interest rate of 9.66% and a monthly payment of $254 until February 1999. 0 1,963 Automobile purchase, 60 months from GMAC at an interest rate of 15.45% and a monthly payment of $991 until June 2001. 0 28,397 Forklift purchase, 60 months from a supplier at an interest rate of 12.27% and monthly payments of $340 until September 1998. 0 1,235 Automobile purchase, 60 months from GMAC at an interest rate of 11% and a monthly payment of $950 until June 2002. 29,015 36,753 Equipment purchase, 24 month lease from Pyrotek at An 0% interest rate and a monthly payment of $817 until October 1999. 3,270 13,079 Equipment purchase, 60 month lease from a supplier at And interest rate of 8.5% and a monthly payment of $1,879 until December 2002. 68,057 84,073 Automobile purchase, 60 months from Chase at an interest rate of 16.25% and a monthly payment of $444 until April 2002. 0 15,137 Auto Refinance, 36 month lease from Santa Barbara Bank & Trust at an interest rate of 11% and a monthly payment of $1333 until November 2001. 33,781 0
25 (6) STOCK OPTION PLAN The Company has a stock option plan which was adopted in June 1988 providing for the issuance of up to 1,700,000 shares of common stock to key employees. No options were granted in 1999 and 1998. The Plan provides that options be granted at exercise prices equal to market value on the date the options are granted. The options outstanding are all currently exercisable and expire in 2013. As of June 30, 1999, there were no stock options exercised and 1,360,000 options outstanding. The company plans to adopt a replacement plan in 1999. (7) COMPENSATION ARRANGEMENTS The Company has entered into employment contracts which expire in 2008 with two of its principal officers. The terms of each contract call for a base compensation and fixed payment totaling approximately $339,494 per annum plus an incentive bonus of 5% of the consolidated pretax profit of the Company. The bonus was accrued during 1999. (8) COMMITMENTS AND CONTINGENCIES Leases - Leases of Company facilities are classified as operating leases and expire on various years through 2006. Of the two building leases, at June 30, 1999, one was with related parties. With the exception of the lease described below, leases generally require the Company to pay most costs, such as property taxes, maintenance and insurance. In 1991, the Company signed a 10-year lease with a non-related party for a 45,864 square foot building. The lease was renegotiated in May 1996 and extended to expire on August 31, 2006 with extensions. The lease requires a 7% increase every 30 months. At June 30, 1998 the lease rate was $21,117 per month. 26 In 1983, the Company signed a 7-year, 9-month lease with a related party for a 30,000 square foot building. In 1994, the lease was extended to expire on December 31, 2004. The lease contains an annual increase based on the Consumer Price Index. At June 30, 1999 the lease rate was $13,097 per month. The following is a schedule of future minimum lease payments for those operating leases which have remaining terms in excess of one year: 2000 $ 410,569 2001 410,569 2002-2007 425,351 2003-2007 2,071,839 Rent expense charged to operations for the years ended June 30, 1999, and 1998 was approximately $383,367, and $379,154 respectively. Environmental Remediation Costs - In 1996, the Company settled an interim claim with the EPA under a partial consent decree for an amount of $100,000 plus interest for a Superfund Site cleanup in connection with waste generated in the 1970's by Raytee, a former division of the Company. The Company has made four principal payments of $20,000 each in August 1996, 1997, 1998, and 1999. The last payment is due August 2000. Based on the settlement reached with the EPA in August 1996 for the interim claim, the company believes its reserve for any future liability in the amount of $120,000, as of June 30, 1999, is adequate to cover any final claim. Litigation Reserves - The company has established a reserve for expected litigation costs in connection with the settlement of certain outstanding liabilities. The company believes that the $200,000 reserve at June 30, 1999 is sufficient to cover potential litigation expenses. 27 (9) EARNINGS PER SHARE The following data show the amounts used in computing earnings per share for the years ended June 30, 1999, 1998 and 1997.
1999 1998 1997 Income available to common stockholders basic and duluted ....................... $ 118,734 $ 232,747 $ 217,427 Weighted average number of common shares used in basic EPS ....................... $5,520,176 5,548,401 5,727,122 Effect of dilutive securities stock options 851,643 1,007,011 114,928 ---------- ---------- ---------- Weighted average number of common shares and dilutive potential common stock used in diluted EPS ............................. 6,371,819 6,555,412 5,842,050 ---------- ---------- ----------
28 (10) PROVISION FOR INCOME TAXES Provision for income taxes consists of the following: Federal State Total 1999 Current..................... Deferred ................... 1998 Current .................... $ -- 37,950 $ 37,950 Deferred ................... 158,497 (21,797) 136,700 1997 Current .................... $ 3,651 $ 45,169 $ 48,820 Deferred ................... 209,296 431 209,727 A reconciliation of the Federal and State statutory tax rate and the effective tax rate is as follows: 1999 1998 1997 ------ ------ ------ Statutory Federal and State tax rate ....... 16.4% 11.4% Utilization of net operating loss .......... 27.2 44.7 Other, net ................................. (9.0) (2.4) ----- ----- Effective income tax rates ................. 34.6% 53.6% ===== ===== As of June 30, 1999, the Company estimates that it has available for Federal income taxes purposes approximately $_________ of investment tax credit carry forwards which expire in the year 2006. The tax effects of temporary differences and carry forwards that give rise to significant portions of deferred assets and liabilities consist of the following: Deferred tax assets: 1999 1998 1997 ------ ------ ------ Net operating loss ......................... $ -- $156,968 Accrued expenses .......................... 370,301 341,682 Deferred tax liabilities: Depreciation tax basis of property & Equipment ................... $ 63,093 54,970 (11) EXTRAORDINARY ITEM The extraordinary gain of $145,634, less income taxes of $16,427, results from the Company's arrangement to restructure certain debt during the year ended June 30, 1998. 29 GC INTERNATIONAL, INC.
SCHEDULE V-- PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1999, 1998 and 1997 Transfer Other Balance at From Changes Balance Beginning Construction add at End Description of Period Additions Retirements In Progress (Deduct) of Period - ----------------------------------------------------------------------------------------------------------------------------------- Year ended June 30, 1999 Machinery and equipment ............. Office equipment...................... Automobiles and trucks ................ Leasehold improvements ............... Idle Assets .......................... Construction in Progress .............. Year ended June 30, 1998 Machinery and equipment ............. $ 810,066 $ 225,674 $ -- $ 446 $ -- $1,036,186 Office equipment .................... 88,811 14,565 -- -- -- 103,376 Automobiles and trucks .............. 183,485 -- 29,875 -- -- Leasehold improvements .............. 172,626 7,882 34,911 -- -- Idle Assets ......................... 121,652 -- -- -- -- Constriction in Progress ............ 446 -- -- (446) -- -- ---------- ---------- ---------- ---------- ---------- ---------- $1,377,086 $ 248,121 $ 60,786 $ -- $ -- $1,564,421 ========== ========== ========== ========== ========== ========== Year ended June 30, 1997 Machinery and equipment ............... $ 753,703 $ 48,241 (6,432) $ 14,554 $ -- $ 810,066 Office equipment ...................... 71,530 17,281 -- -- -- 88,811 Automobiles and trucks ................ 152,533 71,859 (40,907) -- -- 183,485 Leasehold improvements ................ 166,347 6,279 -- -- -- 172,626 Construction in Progress .............. 15,000 -- -- (14,554) -- 446 Idle Assets ........................... 121,652 -- -- -- -- 121,652 $1,280,765 $ 143,660 $ (47,339) $ -- $ -- $1,377,086 ========== ========== ========== ========== ========== ==========
30 GC INTERNATIONAL, INC.
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT For the Years Ended June 30, 1999, 1998 and 1997 Additions Charged to Other Balance at Costs Changes Balance Beginning and Retire- Add at End Description of Period Expenses ments Deduct of Period - ------------------------- ---------- -------- --------- -------- ---------- Year ended June 30, 1999 Machinery and equipment Office Equipment........ Automobiles and trucks.. Leasehold improvements.. Idle Assets............. Year ended June 30, 1998 Machinery and equipment $ 541,915 $ 86,798 $ -- $ -- $ 628,713 Office equipment ....... 65,142 7,140 -- -- 72,282 Automobiles and trucks . 76,048 23,536 (25,464) -- 74,120 Leasehold improvements . 155,711 3,719 -- -- 159,430 Idle Assets ............ 119,352 -- (34,911) -- 84,625 ---------- ---------- ---------- -------- ---------- $ 958,352 $ 121,193 $ (60,375) $ -- $1,109,170 ========== ========== ========== ======== ========== Year ended June 30, 1997 Machinery and equipment $ 479,015 $ 69,332 $ (6,432) $ -- $ 541,915 Office equipment ....... 60,548 4,594 -- -- 65,142 Automobiles and trucks . 106,301 10,655 (40,908) -- 76,048 Leasehold improvements . 152,960 2,751 -- -- 155,711 Idle Assets ............ 119,536 -- -- -- 119,536 ---------- ---------- ---------- -------- ---------- $ 918,360 $ 87,332 $ (47,340) $ -- $ 958,352 ========== ========== ========== ======== ==========
The accompanying notes are an integral part of these financial statements. 31 GC INTERNATIONAL, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES For the Years Ended June 30, 1999, 1998 and 1997 Other Balance at Charged to Charged to Charges Balance at Beginning Costs and Other Add End of Year Year Description of Year Expenses Accounts (Deduct) - ---- ----------- ------- -------- -------- ---------- 1999 Allowance for doubtful accounts 1998 Allowance for doubtful accounts $ 6,607 $ 5,195 $ (5,338) $ -- $ 6,464 ========= ======== ======== ====== ======== 1997 Allowance for doubtful accounts $ 6,361 $ 28,229 $(27,983) $ -- $ 6,607 ========= ======== ======== ====== ========
The accompanying notes are an integral part of these financial statements. 32 GC INTERNATIONAL, INC.
SCHEDULE IX--SHORT-TERM BORROWINGS For the Years Ended June 30, 1999, 1998 and 1997 Maximum Average Weighted Category Weighted Amount Amount Average Aggregate Balance Average Outstanding Outstanding Interest Short-Term at End of Interest During the During the During the Borrowings Period Rate Period Period(1) Period(2) ---------- ------ ---- ------ ------ ------ Year ended June 30, 1999..... Amounts payable to: Banks for borrowings Year ended June 30, 1998 .... $-- -% $ -- $ -- -% Amounts payable to: Banks for borrowings Year ended June 30, 1997 .... $-- 10.50% $171,499 $ 85,750 10.12% Amounts payable to: Banks for borrowings - ---------------- (1) The average amount of short-term borrowings is determined by using the average daily balances divided by 365. (2) The weighted average interest rate is computed by dividing total interest expense by the average short-term borrowings.
33 GC INTERNATIONAL, INC SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION For the Years Ended June 30, 1999, 1998 and 1997 Item Charged to Costs and Expenses ---- ------------------------------------------ 1999 1998 1997 ---- ---- ---- Repairs and Maintenance $88,255 $85,776 Other items are not set forth inasmuch as each such item does not exceed 1% of total sales as shown in the accompanying consolidated statements of operations or is disclosed elsewhere in the accompanying consolidated financial statements. The accompanying notes are an integral part of these financial statements. 34 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. GC International, Inc. (Registrant) Date: October 12, 1999 By: F. Willard Griffith II ----------------------------- F. Willard Griffith II Chairman and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: October 12, 1999 By: F. Willard Griffith II ------------------------------- F. Willard Griffith II Principal Executive Officer and Principal Financial Officer Date: October 12, 1999 By: Richard R. Carlson ------------------------------- Richard R. Carlson Director and President Date: October 12, 1999 By: Carol Q. Griffith ------------------------------- Carol Q. Griffith Director Date: October 12, 1999 By: Carol J. Carlson ------------------------------- Carol J. Carlson Director EX-27 2 FDS --
5 1 U.S. YEAR JUN-30-1999 JUL-01-1998 JUN-30-1999 1 371,085 0 513,347 (5,133) 472,931 1,403,973 1,668,637 (1,120,530) 2,324,812 973,373 0 0 0 1,770,007 (919,762) 850,245 5,207,664 5,207,664 3,442,760 3,442,760 1,709,726 0 8,164 47,014 (71,720) 118,734 0 0 0 118,734 .02 .02
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