FORM 10QSB FOR MAGNUM RESOURCES INC /DE/ FILED ON FEB 15 2000 U. S. 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 quarterly period ended October 31, 1998 Commission File Number: 0-22990 MAGNUM RESOURCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 87-0368628 (State of incorporation) (I.R.S. Employer Identification No.) 1110 Pennington Ave S Thief River Falls, MN 56701 (218) 681-7130 (Address and telephone number, including area code, of Issuer's executive offices) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 15, 2000 - 10,354,337 Transitional Small Business Disclosure Format (Alternative 2): Yes X No 1 of 8 MAGNUM RESOURCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) October 31, July 31, ASSETS 1998 1998 ----------- ----------- CURRENT ASSETS Cash $ 73,000 $ 41,000 Accounts receivable, net 3,015,000 3,012,000 Inventories 2,364,000 2,780,000 Prepaid expenses and other 137,000 100,000 ----------- ----------- Total current assets 5,589,000 5,933,000 PROPERTY, PLANT AND EQUIPMENT, net 2,193,000 2,271,000 OTHER ASSETS 29,000 30,000 ----------- ----------- $ 7,811,000 $ 8,234,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Revolving note payable to bank $ 491,000 $ 2,800,000 Current maturities of long-term obligations 336,000 390,000 Accounts payable 1,809,000 1,802,000 Accrued liabilities 655,000 694,000 ----------- ----------- Total current liabilities 3,291,000 5,686,000 LONG-TERM OBLIGATIONS, less current maturities 3,287,000 593,000 DEFERRED INCOME TAXES 60,000 60,000 COMMITMENTS AND CONTINGENCIES -- -- STOCKHOLDERS' EQUITY Preferred stock, par value $.01 per share; 5,000,000 shares authorized; no shares issued or outstanding -- -- Common stock, par value $.01 per share; 50,000,000 shares authorized; shares issued and outstanding, 10,354,337 in 1998 and 1997 104,000 104,000 Additional paid-in capital 7,872,000 7,872,000 Accumulated deficit (6,803,000) (6,081,000) ----------- ----------- 1,173,000 1,895,000 ----------- ----------- $ 7,811,000 $ 8,234,000 =========== =========== The accompanying notes are an integral part of these statements. 2 of 8 MAGNUM RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended October 31, ----------------------------- 1998 1997 ------------ ------------ Net sales $ 2,713,000 $ 3,744,000 Cost of goods sold 2,512,000 3,046,000 ------------ ------------ Gross profit 201,000 698,000 Operating expenses Selling, general and administrative 705,000 518,000 Research, development and engineering 50,000 51,000 ------------ ------------ 755,000 569,000 ------------ ------------ Operating income (loss) (554,000) 129,000 Other income (expense) Interest expense (206,000) (96,000) Other 38,000 3,000 ------------ ------------ (168,000) (93,000) ------------ ------------ Earnings (loss) before income taxes (722,000) 36,000 Income tax benefit -- 3,000 ------------ ------------ NET EARNINGS (LOSS) $ (722,000) $ 39,000 ============ ============ Basic and diluted net earnings (loss) per common share $ (0.07) $ 0.00 ============ ============ Basic and diluted weighted average common shares outstanding 10,354,337 10,354,337 ============ ============ The accompanying notes are an integral part of these statements. 3 of 8 MAGNUM RESOURCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended October 31, ------------------------------ 1998 1997 ----------- ----------- Cash flows from operating activities: Net earnings (loss) $ (722,000) $ 39,000 Adjustments to reconcile net earnings (loss) to net cash from operating activities Depreciation and amortization 113,000 87,000 Deferred income taxes 0 (3,000) Changes in operating assets and liabilities: Accounts receivable (3,000) (380,000) Inventories 416,000 (117,000) Prepaid expenses and other (37,000) (18,000) Accounts payable (34,000) 257,000 Accrued liabilities (39,000) (8,000) ----------- ----------- Net cash provided by (used in) operating activities (306,000) (143,000) Cash flows from investing activities: Purchase of property, plant and equipment (33,000) (346,000) Other assets 0 (56,000) ----------- ----------- Net cash used in investing activities (33,000) (402,000) Cash flows from financing activities: Cash overdraft 41,000 39,000 Net borrowings on revolving note payable to bank (2,309,000) 261,000 Proceeds from issuance of long-term obligations 2,750,000 311,000 Payments on long-term obligations (111,000) (32,000) ----------- ----------- Net cash provided by financing activities 371,000 579,000 ----------- ----------- Net increase (decrease) in cash 32,000 34,000 Cash at beginning of period 41,000 7,000 ----------- ----------- Cash at end of period $ 73,000 $ 41,000 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 205,000 $ 73,000 Supplemental schedule of noncash investing and financing activities: Capital lease obligations incurred for machinery and equipment $ -- $ -- The accompanying notes are an integral part of these statements. 4 of 8 MAGNUM RESOURCES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include the accounts of Magnum Resources, Inc. and its wholly-owned subsidiaries ("Company"). These statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, for the fiscal year ended July 31, 1998. The following information reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the interim period results. Operating results for interim periods are not necessarily indicative of results which may be expected for the year as a whole. Use of Estimates Preparation of the Company's financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses. Actual results could differ from the estimates used by management. NOTE B - NET EARNINGS (LOSS) PER SHARE On January 31, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128 - "Earnings per Share." The effect of adopting SFAS No. 128 did not change the previously reported net earnings (loss) per common share and weighted average common shares outstanding. The Company's basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of outstanding common shares. The Company's diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of outstanding common shares and common share equivalents relating to stock options, when dilutive. 5 of 8 MAGNUM RESOURCES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) NOTE C - NEW ACCOUNTING PRONOUNCEMENT The Financial Accounting Standards Board has issued SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information", which is effective for fiscal years beginning after December 15, 1997. SFAS 131 requires a company to disclose financial and other information, as defined by the statement, about its business segments, their products and services, geographic areas, major customers, revenues, profits, assets and other information. The Company has not yet determined what impact this statement will have on the Company's consolidated financial statements. NOTE D - REVOLVING NOTE PAYABLE TO BANK In March 1998, The Company received notice of late reporting on its revolving note payable credit agreement. The notice informed the Company that in the event the Company failed to forward the reports in a timely manner as required by the revolving credit agreement, the lender would be forced to impose its default rate of interest which is approximately 3.5% above the Company's current interest rate. NOTE E - RECLASSIFICATIONS Certain fiscal 1997 amounts have been reclassified to conform with the fiscal 1998 presentation. 6 of 8 MAGNUM RESOURCES, INC. PART II - OTHER INFORMATION ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. - OTHER MATTERS During the quarter ended October 31, 1998, the Company utilized its line of credit and other financing instruments primarily to finance inventory and accounts receivable. The line of credit bears interest at Case Credit Corporation's prime rate plus 0.75%. In addition to the interest cost on the Company's funded debt, many of the Company's dealers purchased equipment utilizing Company supported finance options (floorplans). The combined interest cost associated with the funded debt and the dealer participation in the floorplan financing, caused interest expense to increase from $73,000 in the first quarter of 1998 to $206,000 in the first quarter of 1999. The Company expects interest expense to remain high in periods of revenue growth. ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits 27.1 Financial Data Schedule (B) Reports on Form 8-K None 7 of 8 SIGNATURE 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. MAGNUM RESOURCES, INC. (Registrant) Date: February 15, 2000 BY: /s/ Jerome W. Kutil --------------------- Jerome W. Kutil Chief Executive and Accounting Officer 8 of 8