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Form 10QSB for GLOBAL REALTY DEVELOPMENT CORP
August 10, 2007 | Press Release 10-Aug-2007 Quarterly Report ITEM 2. MANGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION INTRODUCTION The following discussion should be read in conjunction with the Financial Statements and Notes thereto. Our fiscal year ends December 31. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. (See "Factors Which May Affect Future Results"). These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include (i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; (ii) unanticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which the Company operates; and (iv) various competitive market factors that may prevent us from competing successfully in the marketplace. Overview The primary objective of the Company's management is to maximize shareholder value. The Company attempts to accomplish this objective by acquiring companies in the entertainment and gaming areas. Management believes revenues and earned income can be increased by (1) acquiring Pachinko Parlors and entertainment companies. The Company to date has been primarily a commercial and residential land development company with properties located in Australia. The principal activities of the Company and its consolidated subsidiaries include: obtaining zoning and other entitlements for land it owns or controls through purchase or purchase options and improving the land for commercial and residential development by building roads, putting in utilities and subdividing the land. Once the land owned by the Company is entitled, the Company may either sell unimproved land to other developers or homebuilders or sell improved land to other developers or homebuilders. During the third quarter of 2006, the United States operations of the Company directed its attention toward building an entertainment and gaming company. To that end on August 29, 2006 the Company purchased MJD Films and on October 4, 2006 the Company purchased a 51% interest in the TFM Group, a newly-formed joint venture formed to develop television, film and music production projects. Entertainment The Company acquired MJD Films ("MJD"). In exchange for all of the outstanding common stock of MJD Films, the Company issued to MJD Shareholders an aggregate of 4,000,000 shares of common stock and 2,000,000 Warrants to purchase common stock at market price, exercisable up to three years. Such shares and warrants are restricted securities (as such term is defined in Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"). MJD has produced the full feature documentary "Seed of Faith". The film provides a portrait into the life of Pope John Paul II. "SEED of Faith" is finished and packaged (DVD) and offered in both English and Spanish. It's supporting CD Soundtrack features Grammy Award winning artist Yanni, Academy Award winning composer Ennio Marriconne and many other contributing musical artists. Second, MJD is in the process of producing a Horror/Thriller film "The Devil Exists" based on The Manson Family. On October 4, 2006, the Company entered into an Operating Agreement for the formation of TFM Group, L.L.C., a Delaware limited liability company, along with the Roy Sciacca Group and Mariano Rivera. The Company received 51% of TFM Group, L.L.C. for an initial contribution of 6,000,000 shares of common stock of the Company to the Roy Sciacca Group and 3,000,000 warrants to purchase shares of the Company's common stock, with an exercise price of $1.00 per share. Such shares and warrants are restricted securities (as such term is defined in Rule 144 under the Securities Act. This joint venture entity was created to develop television, film and music productions including a new reality television show, "Battle of the Americas". Real Estate The Company currently has on-going Australian projects on various seaboard cities of the Eastern coastal regions of Australia. The Company plans to sell off its real estate to provide cash flow for its gaming and entertainment businesses. Real estate held for current development or sale and land held for future development (real estate properties) are carried at the lower of cost or fair market value. The Company's real estate properties are subject to a number of uncertainties which can affect the values of those assets. These uncertainties include litigation or appeals of regulatory approvals and availability of adequate capital, financing and cash flow. In addition, future values may be adversely affected by increases in property taxes, increases in the costs of labor and materials and other development risks, changes in general economic conditions, including higher mortgage interest rates, and other real estate risks such as the general demand for housing and the supply of competitive products. Real estate properties do not constitute liquid assets and, at any given time, it may be difficult to sell a particular property for an appropriate price. CRITICAL ACCOUNTING POLICIES The Securities and Exchange Commission ("SEC") defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition. Revenue and Cost Recognition Revenue on product sales is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from the customer, the price is fixed, title to the goods has changed and there is a reasonable assurance of collection of the sales proceeds. The Company obtains written purchase authorizations from its customers for a specified amount of product at a specified price and considers delivery to have occurred at the time of shipment. Revenue is recognized at shipment and the Company records a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. Revenues from research and development activities relating to firm fixed-price contracts are generally recognized on the percentage-of-completion method of accounting as costs are incurred (cost-to-cost basis). Revenues from research and development activities relating to cost-plus-fee contracts include costs incurred plus a portion of estimated fees or profits based on the relationship of costs incurred to total estimated costs. Contract costs include all direct material and labor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates. These rates are subject to audit by the other party. Amounts can be billed on a bi-monthly basis. Billing is based on subjective cost investment factors. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, and the realizability of other intangible assets, accruals, income taxes, inventory realization and other factors. Management has exercised reasonable judgment in deriving these estimates; however, actual results could differ from these estimates. Consequently, change in conditions could affect our estimates. Fair Value of Financial Instruments: The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. All cash and short-term investments are classified as available for sale and are recorded at market value using the specific identification method; unrealized gains and losses (excluding other-than-temporary impairments) are reflected in other income.
THREE MONTHS ENDED JUNE 30, 2007 VS. THREE MONTHS ENDED JUNE 30, 2006 Revenues of $1,872,856 for the three month period ended June 30, 2007 as compared to $ 4,564,616 for the three month period ended June 30, 2006 reflect the results principally from the sale of property. The cost of sales of $1,257,580 for the three month period ended June 30, 2007 as compared to the cost of sales of $3,287,874 for the three month period ended June 30, 2006 represents the cost of sales of land. Expenses from operations were $937,105 for the three month period ended June 30, 2007 as compared with $1,864,705 for the respective prior year period. The decrease from 2007 to 2006 is due primarily to decreases in expenses related to the amortization of pre-paid consulting services and stock based compensation. During the three month period ended June 30, 2007 the Company had net interest expense of $83,646 as compared with net interest expense of $658,206 during the three month period ended June 30, 2006, respectively. This was due to the retirement of a convertible subordinated note. The Company had taxes of 261,795 for the three month period ended June 30, 2007 as compared to taxes of $0 for the three month period ended June 30, 2006. During the three month period ended June 30, 2007 the Company had a net loss of $669,916 as compared to a net loss of $1,248,594 for the three month period ended June 30, 2006. The Company had $24,357,017 in accounts payable and other liabilities for the period ended June 30, 2007 as compared to $41,673,312 in accounts payable and other liabilities for the period ended June 30, 2006. Stockholders' equity was $11,476,852 for the period ending June 30, 2007 compared to $7,845,809 for the period ended June 30, 2006. SIX MONTHS ENDED JUNE 30, 2007 VS. SIX MONTHS ENDED JUNE 30, 2006 Revenues of $10,998,392 for the six month period ended June 30, 2007 as compared to $4,608,739 for the six month period ended June 30, 2005 reflect the results from the sale of properties. The cost of sales of $9,367,831 for the six month period ended June 30, 2007 as compared to the cost of sales of $3,337,032 for the six month period ended June 30, 2006 represents the cost of sales of properties sold. Expenses from operations were $3,232,225 for the six month period ended June 30, 2007 as compared with $2,596,882 for the respective prior year period. The increase from 2007 to 2006 is due primarily to increases in employees, consulting fees and related costs including legal and accounting fees. During the six month period ended June 30, 2007 the Company had net interest expense of $172,957 as compared with net interest expense of $727,722 during the six month period ended June 30, 2006, respectively. This was due to the retirement of a convertible subordinated note. The Company has $261,795 in income taxes for the six month period ended June 30, 2007 as compared to income taxes of $0 for the six month period ended June 30, 2006. During the six month period ended June 30, 2007 the Company had a net loss of $2,041,577 as compared to a net loss of $2,057,573 for the six month period ended June 30, 2006. The Company had a $5,139,155 decrease in accounts payable and other liabilities for the period ended June 30, 2007 as compared with a $3,698,429 decrease in accounts payable and other liabilities for the period ended June 30, 2006. Stockholders' equity decreased by $1,853,276 to $11,476,852 for the period ending June 30, 2007 compared to an increase of $651,706 for the period ended June 30, 2006. LIQUIDITY AND CAPITAL RESOURCES The Company's ability to meet its obligations in the ordinary course of business is dependent upon its ability to establish profitable operations. For the 6 month period of 2007, the Company had limited operating abilities, and, as a result, had negative cash flow from operations. The Company sold a property on January 5, 2007 which resulted in approximately $5.3 million in net cash flow. The Company used $2.6 million of these funds to pay the Sapphire Note. The Company is seeking to raise additional financing through private equity financing for the purposes of acquiring entertainment related companies; financing existing entertainment related projects; acquisition of Pachinko parlors and further development of its existing properties. Global also intends to sell properties to increase cash flows. We cannot predict whether we will be successful in obtaining sufficient capital to fund the further development of existing real estate projects, the acquisition of Pachinko Parlors, or the further development of our entertainment properties. If we are unable to obtain sufficient funds in the near future, such event will delay the further development of existing properties, the acquisition of Pachinko Parlors, and the further development of our entertainment projects and likely will have a material adverse impact on us and our business prospects. Global's cash and cash equivalents decreased $55,064 during the six months ended June 30, 2007. Cash flows provided by operating activities of $4,731,493 plus the effect of the exchange rate of $152,187 were less than cash flows used by financing activities of $4,938,744. Cash flows from operating activities increased primarily from the sale of the Eggersdorf and Mountain Top properties for the six months ended June 30, 2007. Financing activities used $2,400,000 in cash flow to pay off the Sapphire convertible secured note and $2,708,066 of these funds to reduce mortgages payable. The Company increased by $169,322 loans from related parties. EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN 48"). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. Recently issued literature also provides guidance on the de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company expects to adopt the provisions of FIN 48 beginning in the first quarter of 2007. The Company adopted the provisions of FIN 48 with no material impact. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which defines fair value, establishes a framework for measuring fair value under other accounting pronouncements that permit or require fair value measurements, changes the methods used to measure fair value and expands disclosures about fair value measurements. In particular, disclosures are required to provide information on the extent to which fair value is used to measure assets and liabilities; the inputs used to develop measurements; and the effect of certain of the measurements on earnings (or changes in net assets). SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption, as of the beginning of an entity's fiscal year, is also permitted, provided interim financial statements have not yet been issued. The Company expects to adopt the provisions of FIN 48 beginning in the first quarter of 2008. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS No. 157 will have on its consolidated financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Standards No. 87, 88, 106, and 132 (R)." which requires an employer to recognize the overfunded or underfunded status of a defined benefit plan as an asset or liability in its condensed consolidated balance sheet. Under SFAS No. 158, actuarial gains and losses and prior service costs or credits that have not yet been recognized through earnings as net periodic benefit cost will be recognized in other comprehensive income, net of tax, until they are amortized as a component of net periodic benefit cost. SFAS No. 158 is effective as of the end of the fiscal year ending after December 15, 2006 and shall not be applied retrospectively. The Company believes at this time that the adoption of SFAS No. 158 will not have a material impact on its condensed consolidated financial statements as the Company does not have any defined benefit pension or other postretirement plans. In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 provides guidance on how prior year misstatements should be considered when quantifying misstatements in the current year financial statements. SAB No. 108 requires registrants to quantify misstatements using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB No. 108 does not change the guidance in SAB No. 99, "Materiality," when evaluating the materiality of misstatements. SAB No. 108 is effective for fiscal years ending after November 15, 2006. Upon initial application, SAB No. 108 permits a one-time cumulative effect adjustment to beginning retained earnings. The Company adopted SAB No. 108 for the fiscal year ended December 31, 2006. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 allows entities to measure at fair value many financial instruments and certain other assets and liabilities that are not otherwise required to be measured at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We have not determined what impact, if any, that adoption will have on our results of operations, cash flows or financial position. « back to news list News Archive: 2008 | 2007 | 2006 | View All Media Kit » |
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