U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
COMMISSION FILE NUMBER 0-17756
CONSULIER ENGINEERING, INC.
(Name of small business issuer in its charter)
Florida 59-2556878
------------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
2391 Old Dixie Highway
Riviera Beach, FL 33404-5456
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(561) 842-2492
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange On Which Registered
--------------------- -----------------------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK AND REDEEMABLE WARRANTS
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
The Issuer's revenues for the fiscal year ended December 31, 2001 totaled
$3,183,254.
As of April 18, 2002, there were 4,951,150 outstanding shares of common stock,
par value $0.01 per share. The aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant on April 18, 2002 based on
the average bid and asked price on such date was $1,482,968.
CONSULIER ENGINEERING, INC.
2001 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
----
Item 1. Description of Business....................................... 3
Item 2. Description of Property....................................... 6
Item 3. Legal Proceedings............................................. 6
Item 4. Submission of Matters to a Vote of
Security Holders.............................................. 6
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters........................................... 7
Item 6. Management's Discussion and Analysis or Plan of Operation .... 8
Item 7. Financial Statements.......................................... 12
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................... 12
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a)
of the Exchange Act........................................... 13
Item 10. Executive Compensation........................................ 14
Item 11. Security Ownership of Certain Beneficial Owners
and Management................................................ 16
Item 12. Certain Relationships and Related Transactions................ 17
Item 13. Exhibits and Reports on Form 8-K ............................. 17
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
In June 1985, Consulier Engineering, Inc. ("Consulier" or the "Company") was
incorporated in Florida. Its principal businesses are the distribution of
automobile parts in the automotive after-market, the development of household
and tool products, and corporate and investment activities. Consulier conducts
its automobile parts distribution business through a wholly owned subsidiary,
Southeast Automotive Acquisition Corporation (Southeast), which is based in
Miami, Florida. Consulier's corporate office is located in Riviera Beach,
Florida.
DESCRIPTION OF BUSINESS SEGMENTS
(1) AUTOMOTIVE PARTS DISTRIBUTION
BACKGROUND
Southeast is located in Miami, Florida. It is engaged in research, development
and distribution to the automotive wholesale market. It celebrates its 20th year
of existence in the automotive transmission industry, as a significant
contributor of OEM Quality Aftermarket Products, distributing automotive
flywheels, flex plates, transmission and engine mounts, torque struts, nylon
gears, plastic components, grommets, cables and repair kits.
PRODUCTS
The Southeast Logo features Premium Quality Mounts, which equal or exceed OEM
specifications with exacting automotive grade metals, torqued to P/F
Specification fasteners, and the use of natural or synthetic quality rubber
compounds and bonding agents. Southeast sells approximately 500 different
aftermarket mounts for both domestic and foreign applications. Development
efforts target mount and strut products, which will be able to replace two, or
more, original equipment products. The Southeast 2000 Mount replaces nine
existing General Motors' mounts, used in approximately 85% of its rear wheel
drive vehicles produced from 1954 to 1994. Foreign applications have been major
additions to our product list, including 60 new products developed since 1997,
introducing part numbers through year 1996 vehicles. Southeast also distributes
approximately 250 U.S. made automotive flywheels, flexplates, purchased from OEM
quality sources in the United States. Its plastic components from affiliates of
Parplast are QS 9000 and ISO 9002 compliant and make up a line of over 100 part
numbers. Products also include bushings for transmission repair, speedometer
gears, linkage parts, thrust washers, electrical connector plugs, sensor
switches, specialty machine shop products, a complete line of over 1000 part
numbers of detente, shift, accelerator and clutch cables for both foreign and
domestic applications, which also feature the highest quality available in the
market.
Southeast also manufactures its very own tools (Southeastools), designed to
bring new concepts to market. Southeast offers availability of product
development for tooling and manufacturing, aluminum injection and CNC
capabilities, and specialty parts in sintered powdered metals.
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The Southeast logo on Southeast's mounts is recognized as a quality standard in
the automotive transmission industry. It provides a replacement warranty on any
item of its product line assessed as defective. Also, Southeastools come with a
limited lifetime warranty for materials and craftsmanship.
SALES AND MARKETING
Automotive transmission parts are distributed primarily to specialty
transmission part distributors in the US and abroad. Southeast estimates that it
holds a approximately 40% of the automatic transmission mount aftermarket
industry and about 10% of the general automotive transmission mount market.
In the sale of automotive parts products, Southeast competes with a number of
other automotive aftermarket suppliers, many of which are considerably larger
than Southeast in terms of sales, financial resources, product development
facilities and channels of distribution. Automotive parts sales is an extremely
competitive market and prices and warranty provisions are comparable throughout
the industry.
Southeast Catalogs were developed and are edited annually for its distributors,
providing a space for distributors to include their own information to their
customer database. Part numbers have been simplified and drawings included.
Southeast's part number system is well recognized in the industry and utilized
by many as generic. Mount and flywheel drawings, copyrighted by Southeast and
Consulier are included in numerous industry catalogs, as authorized by
Southeast.
Published Wall ID Charts, featuring Southeast's mounts and flywheels, have
become a popular item in the industry, providing information on applications and
specifications. The recent inclusion of the Southeast Wall Product ID Charts in
Gears Magazine, the most widely distributed magazine in the industry has reached
over 25,000 transmission specialists world-wide. The Southeast Year 2002 Parts
Catalog is available both in printed form and electronically. Edition of the
Year 2002 Catalog is expected to provide an interactive database of crossovers
in part number systems in an easy to use format, including drawings. A
graphic-specialized university is developing an impressive web site with
Southeast, which will include a master database, e-commerce capable, providing
each distributor with its own login and password.
RESEARCH AND DEVELOPMENT EXPENDITURES
Primarily, the suppliers are funding product development costs for Southeast's
transmission mounts. Other research and development expenditures, including
design of specialty tools, are not significant.
EMPLOYEES
Southeast has 12 employees in various categories, including shipping and
receiving, sales, marketing, management, and administration.
(2) INVESTMENTS SEGMENT
INVESTMENT IN AVM, L.P.
Consulier owns a 10% equity interest in AVM, L.P. (AVM), a broker/dealer in U.S.
Government securities formed in October 1983 as an Illinois limited partnership
and located in West Palm Beach, Florida. AVM is registered with the Commodity
Futures Trading Commission as an Introducing Broker (IB) and conducts its IB
business with other broker/dealers on a fully disclosed basis. AVM is also
registered as a broker/dealer with the Securities and Exchange Commission, and
is a member of the
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National Association of Securities Dealers, Inc. The firm is generally engaged
in the brokerage of U.S. Government securities, other fixed income instruments,
and arbitrage transactions and presently employs 59 people in addition to the
four members of its general partner. Warren B. Mosler ("Mosler"), Consulier's
Chairman and majority shareholder is one of the founders of AVM and is a member
of the general partner of AVM.
As of both December 31, 2001 and 2000, Consulier's limited partnership interest
represented approximately 10% of AVM's total partnership capital. Allocation of
the partnership's income to its partners varies based on amounts of appreciation
of the partnership's assets and operating profits of the partnership. Based on
earnings distributions provided in the partnership agreement, Consulier was
allocated approximately 8% of AVM's earnings in both 2001 and 2000.
Under the partnership agreement, Consulier may withdraw all or any portion of
its capital upon 30 days written notice. AVM's general partner may also expel
Consulier from the partnership, on 30 days written notice, through return of the
balance of Consulier's capital.
BIOSAFE SYSTEMS, LLC
Consulier owns a 40% equity interest in BioSafe Systems, LLC., a Connecticut
limited liability corporation (BioSafe). BioSafe develops and markets
environmentally safe products, alternatives to traditionally toxic pesticides.
Consulier is entitled to representation on BioSafe's Board of Managers.
BioSafe had revenues of approximately $3,300,000 for fiscal 2001 and $2,800,000
for fiscal 2000. Steady and consistent progress has been made with respect to
establishing an algaecide/fungicide product into the commercial
greenhouse/nursery market. Slower progress has been experienced with respect to
introducing such products to the golf course industry.
(3) CORPORATE SEGMENT
GENERAL
Consulier's Corporate Segment includes management and finance activities as well
as consulting, engineering, new product development and business management.
Wholly owned subsidiaries include Southeast, C-6 and a small leasing company
named Consulier Business Services, Inc.
(3)(a) CONSULIER BUSINESS SERVICES, INC.
Consulier Business Services, Inc. is a wholly owned subsidiary involved in the
leasing of various machinery and equipment used in the engine repair and
overhaul business. Assets and revenues are not material, and corporate staff
operates the business.
(4) HOUSEHOLD AND TOOL PRODUCTS
Consulier is presently working with a new U.S. based manufacturer of soap and
other cleaning products on a new and improved formula for its Captain CRA-Z
Soap. The Company expects this formula to be ready for sale in June, 2002. The
Company has also developed a new single bar, and a wall mounted dispenser for
the soap. Additionally, a combination brush/soap holder has been manufactured
and is expected to be packaged with the 200gm size bar of Captain CRA-Z Soap.
Consulier has now received Federal trademark registrations for Captain CRA-Z and
Captain CRA-Z Hand and All Purpose Soap. The
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Company has made design changes to the packaging to better serve the industrial
as well as retail markets. These changes will be implemented and launched along
with the new formula.
Consulier is working with Norpak Manufacturing ("Norpak") and its affiliated
company, Veridien Corp. ("Veridien") on the sale of Captain CRA-Z Soap to soap
brokers, distributors, and regional/national retail establishments utilizing the
existing network developed by Norpak and Veridien for their line of cleaning and
personal care products. The Company expects to achieve an increase in sales
volume as a result of this relationship, when the new packaging, dispenser, and
formula are available.
Consulier has engaged a European agent to handle the sales and marketing of
Captain CRA-Z Soap, with offices in Vienna, Austria and the Czech Republic. A
great deal of interest was generated in Europe for the new products through
trade show attendance and personal contact with distribution companies. The
Company expects to achieve an increase in sales volume in Europe during 2002.
ITEM 2. DESCRIPTION OF PROPERTY
In May 2000, Consulier moved its headquarters to Riviera Beach, Florida
occupying approximately 500 square feet of office space in a building owned by
Mosler.
Southeast owns a 47,000 square foot industrial warehouse in Medley, Florida. Its
automotive distribution business occupies approximately 35,000 square feet and
offices for its financial, marketing and administrative personnel occupy 2,000
square feet. Southeast leases approximately 10,000 square feet of the building
to an automotive engine component manufacturer as a distribution center. In
March, 1998 a three-year lease was entered into at $4,200 per month which was
renewed, in March 2001, for three years at $4,500 per month.
ITEM 3. LEGAL PROCEEDINGS
The Company, from time to time, is involved in routine litigation arising in the
ordinary course of business. While the outcome of litigation can never be
predicted with certainty, the Company does not believe that any existing
litigation, individually or in aggregate, will have a material adverse effect
upon the Company.
On March 22, 2001, the District Court for the Southern District of Florida
entered an omnibus Order Granting Plaintiff's Motion for Summary Declaratory
Judgment and a Final Declaratory Judgment in favor of the Company's subsidiary,
Southeast Automotive Acquisition Corporation, against American States Insurance
Company, declaring that the subject insurance contract between the parties
covers the loss due to all damages, including water damage caused by Hurricane
Irene on October 15, 1999. In June 2001, Consulier reached settlement, which
resulted in a $1.75 million recovery.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The election of five directors and the approval of independent auditors were
submitted to a vote of shareholders at the Company's Annual Meeting held
February 5, 2002. Warren B. Mosler, Alan R. Simon, Charles E. Spaeth, Burck E.
Grosse and Skender Fani were elected upon receipt of the following votes: for
4,701,748, against -0-, and 80 shares abstaining. BDO Seidman, LLP was approved
as independent auditors by a vote for of 4,701,748, against -0-, and 80 shares
abstaining.
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PART II
ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICE AND DIVIDENDS
The following table sets forth, for the periods indicated, the high and low bid
prices for Consulier's common stock, as reported by NASDAQ.
YEAR ENDED DECEMBER 31, 2001:
High Low
---- ---
First quarter $2.25 $1.625
Second quarter 2.19 2.00
Third quarter 2.20 2.00
Fourth quarter 2.24 2.09
YEAR ENDED DECEMBER 31, 2000:
High Low
---- ---
First quarter $2.8750 $1.1560
Second quarter 2.3750 1.2500
Third quarter 1.7660 1.4380
Fourth quarter 2.0000 1.4380
As of March 18, 2002 there were approximately 62 record holders of Consulier's
common stock. To date, Consulier has not paid any dividends on its common stock.
Because of the financial requirements of the Company, the Board of Directors has
no current intention to commence paying dividends. Future dividend policy will
depend upon Consulier's profitability, capital requirements and other factors.
NASDAQ LISTING
Consulier's common stock (Symbol: CSLR) is listed on the NASDAQ SmallCap Market
and has been traded thereon since Consulier's initial public offering in May
1989.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was recently released by the
U.S. Securities and Exchange Commission, encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 to the Company's consolidated financial statements
includes a summary of the significant accounting policies and methods used in
the preparation of Consulier's consolidated financial statements.
Management believes the following critical accounting policies affect
the significant judgments and estimates used in the preparation of the financial
statements:
PARTNERSHIP INVESTMENTS AND LIMITED LIABILITY COMPANY
The Company's Partnership and Limited Liability Company investments, all of
which are less than 50% interests, are accounted for using the equity method.
Income or loss is allocated by the investee to Consulier based on the
partnership and LLC agreements.
REVENUE RECOGNITION
Sales are recorded upon shipment of goods to customers.
Shipping and handling costs are billed to customers, included in sales, and
recorded when goods are shipped to customers. Shipping costs are classified as
selling expense.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
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 could differ from those estimates.
RESULTS OF OPERATIONS
CONSOLIDATED OPERATING RESULTS - During the twelve months ended December 31,
2001, sales increased $140,844, to $3,183,254, over the prior twelve months.
Cost of goods sold decreased $193,283, to $1,917,951, from the comparable
amounts recorded during the twelve months ended December 31, 2000. Gross profit
for the twelve months ended December 31, 2001 increased $334,127 over the twelve
months ended December 31, 2000. The reductions in selling, general and
administrative costs were as a result of reducing the number of employees at
Southeast Automotive from 20 to 12 employees. The impairment loss in 2000 of
$472,727 was not repeated in 2001. When these factors are combined they resulted
in a $955,797 decrease in operating loss, from $1,552,096 in 2000 to $596,299 in
2001.
The effective tax rate increased to approximately 37%in 2001 from 25% in 2000
due to the prior utlization of net operating loss carryforward amounts. Interest
expense declined $235,598 due to the reduction in notes payable banks and the
partial redemption of bonds payable.
8
Other income, consisting primarily of investment income, interest
income/expense, and insurance recovery increased $2,246,818, from $854,410 in
2000 to $3,101,228 in 2001. Income before income taxes increased $3,202,615 from
a loss of $697,686 in 2000 to income of $2,504,929 in 2001.
Consulier's consolidated income for the year ended December 31, 2001 was
$1,589,629, or $0.32 basic and diluted loss per share compared to a loss of
($522,066), or ($0.11) basic and diluted loss per share for 2000.
AUTOMOTIVE PARTS DISTRIBUTION - Net sales of Consulier's Southeast automotive
parts distribution segment represented 96% and 99% of Consulier's net sales in
2001 and 2000 respectively. This segment's sales increased 1% or $32,654 in 2001
to $3,060,414 compared to $3,027,760 in 2000.
The automotive parts distribution segment had income before income taxes of
$1,581,067 in 2001 compared to a loss before income taxes of $576,462 in 2000.
This segment recovered $1,750,000 in 2001 as a result of the casualty loss in
the amount of $1,092,586 caused by Hurricane Irene, which made landfall in Miami
(location of Southeast) on October 15, 1999. The Company suffered extreme
hurricane damage resulting in destruction of a large portion of its inventory,
damage to its equipment and physical plant, and suffered other damage. The
majority of the damage was to the CRA-Z Soap inventory, as a direct result of
the intense rain that caused substantial flooding. Upon further inspection and
evaluation during the latter part of April 2000, management estimated that the
remaining CRA-Z Soap located at Southeast was unsaleable. The $506,937 change in
estimate, representing the remaining CRA-Z Soap inventory held at Southeast,
plus additional disposal costs, was recorded as a casualty loss during the three
months ended March 31, 2000.
In October 2000, excessive rains flooded Southeast's warehouse. The Company
suffered damage to inventory items, furniture and the building. Expenses were
recorded for clean-up and an insurance claims consultant that handled the filing
of the claim.
HOUSEHOLD AND TOOL PRODUCTS - During the second quarter of 2000, based upon the
lack of significant product sales of the C-6 Products, Inc. product line (Tool
Topper Laddertop Workstation), management determined that the remaining
inventory should be written down by $266,255 and the tooling for the product had
suffered an impairment loss of $472,727. The write-down was based upon the
unit's failure to meet expected sales and income goals.
INVESTMENT IN AVM - Investment income from Consulier's AVM limited partnership
interest was $1,186,343 in 2001, a 5.5% increase from 2000 income of $1,124,247.
This represents annualized returns of 57% and 55%, respectively, on Consulier's
average investment during each year.
INVESTMENT IN BIOSAFE - Equity in income of BioSafe was $39,861 in 2001, a 64%
decrease over 2000 income of $111,912. This represents the Company's 40%
interest in BioSafe's net income of approximately $100,000 in 2001, compared to
$280,000 in 2000.
OUTLOOK FOR 2002
Based on AVM's recent operations and operating results over the past five years,
management expects continued annualized returns in 2002 on Consulier's limited
partnership investment. However, there is no guarantee that the returns of 57%
and 55% in 2001 and 2000, respectively, will be maintained. Sales in the
automotive parts distribution segment are expected to increase in 2002 due to
the reorganization of the sales department and training of salespeople,
strengthening of existing product lines, and increased marketing and promotion.
Southeast is scheduled to attend numerous trade shows in key locations around
the world to promote and sell its products.
9
In December 2000, Consulier entered into a multi-year strategic alliance and
distribution agreement with Norpak Manufacturing Inc. (Norpak) of Toronto,
Canada and its related company Veridien Corp. (Veridien) of St. Petersburg,
Florida. Veridien has a full line of top quality cleaning products that they
manufacture and distribute to national and regional retailers and distributors.
Norpak also with a full line of cleaning products and retail as well as
distribution sources, has been contracted to be the main distributor for the
soap in Canada. Norpak is responsible for the sales, marketing, retailing and
distribution of the soap in Canada.
Veridien and Norpak are working with Consulier to launch the product to national
and regional retailers and major distributors.
In addition to the above, Consulier maintains a sales and marketing department
developing new retail and distribution outlets nationally and internationally.
There are several trade shows scheduled for marketing the soap throughout 2002
and the internet web site continues to be a good lead generator with
applications for distribution being received through the site from countries all
over the world.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2001, Consulier's cash totaled $150,032 as compared to $418,634
at December 31, 2000, a decrease of $268,602. Net cash provided in operations
was $1,322,796 in 2001, compared to net cash used of $231,322 in 2000. The
increase in cash provided by operations is due primarily to a change from a net
loss of $522,066 in 2000 to net income of $1,589,629 in 2001, of which
$1,750,000 is the of am insurance recovery.
Net cash used in investing activities was $43,717 in 2001, compared to net cash
provided by investing activities of $2,712,625 in 2000. The decrease is
primarily the result of $1,812,331 of related party loan proceeds in 2000,
compared to an increase in due from principal shareholder of $1,232,182 in 2001.
Net cash used in financing activities was $1,547,681 primarily for partial
repayments of bonds payable of $500,000 and approximately $1,048,000 of bank
loan repayments compared to cash used of $2,142,766 in 2000, primarily due to
repayments of notes payable of $2,120,000.
The ability of Consulier to continue to generate cash flow in excess of its
operating requirements depends in the short term almost entirely on the
performance of its limited partnership investment in AVM. Consulier cannot, with
any degree of assurance, predict whether there will be a continuation of the net
return experienced in the period the AVM limited partnership interest has been
owned. However, Consulier does not expect that the rate of return will decline
to the point where Consulier has negative cash flow. Furthermore, although AVM
has given Consulier no indication of any intention on its part to redeem the
partnership interest, there can be no assurance that AVM will not do so in the
future.
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Below is a chart setting forth the Company's contractual cash payment
obligations, which have been aggregated to facilitate a basic understanding of
the Company's liquidity as of December 31, 2001.
PAYMENTS DUE BY PERIOD
Contractual Obligations Less Than 1 - 3 4 - 5 After 5
Total 1 Year Years Years Years
----- ------ ----- ----- -----
Bonds Payable $308,380 $ - $ 308,380 $ - $ -
-------- --- --------- --- ---
TOTAL CONTRACTUAL
CASH OBLIGATIONS $308,380 $ - $308,380 $ - $ -
======== === ======== === ===
On April 16, 2002, the Company entered into agreement granting a line of credit
of up to $900,000 to Asset Assistance Group, LLC. The line of credit expires one
year from April 16, 2002 and has $175,000 outstanding at April 16, 2002. Sources
for funding the line of credit will be investment income from AVM and repayments
by the principal shareholder.
The Company does not trade derivative instruments. The Company in invested in
AVM which does trade derivative instruments.
IMPACT OF INFLATION AND CHANGING PRICES
Management does not consider the impact of inflation on Consulier's operations
to be material. The operating segments of its businesses had inventories of
approximately $1.1 million as of December 31, 2001. Considering the dollar value
of inventory and the gross profit margins generated by sales, moderate rates of
inflation should have little, if any, effect on the business. Product
development expenditures will be significantly reduced, but such expenditures
should not be significantly affected by inflation. Interest rates on bond
indebtedness are fixed and, therefore, are not impacted by inflationary rate
increases, while rates on notes payable and notes receivable are floating and
should move with inflation.
FORWARD LOOKING STATEMENTS
Statements made in this Management's Discussion and Analysis and elsewhere in
this Annual Report that state Consulier's or management's intentions, hopes,
beliefs, expectations or predictions of the future contain forward looking
statements. Such forward looking statements include, without limitation,
statements regarding Consulier's planned capital expenditure requirements, cash
and working capital requirements, Consulier's expectations regarding the
adequacy of current financing arrangements, product demand and market growth,
other statements regarding future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. It should be noted that Consulier's actual results could differ
materially from those contained in such forward looking statements mentioned
above due to adverse changes in any number of factors that affect Consulier's
business including, without limitation, risks associated with investing in
BioSafe and AVM and the marketing of Consulier's Tool Topper(TM) and CRA-Z Soap
products, manufacturing and supply risks, risks concerning the protection of
Consulier's patents, reliance upon distributors, regulatory risks, risks of
expansion, product liability and other risks described herein.
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ITEM 7. FINANCIAL STATEMENTS
See index to Financial Statements on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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