UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _______________ TO _______________.
333-83123
(Commission File Numbers)
TALISMAN ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
ONTARIO 3600
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
</TABLE>
2330 Southfield Road, Unit 3-4
Mississauga, Ontario
Canada L5N 2W8
(Address of principal executive offices)
(905) 826-3995
(Registrants' telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]
As of September 30, 2000, 3,035,187 shares of Common Stock, par value $.001
per share, of Talisman Enterprises Inc. were issued and outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Financial Statements of
TALISMAN ENTERPRISES INC.
Three MONTHS ended SEPTEMBER 30, 2000 - Unaudited
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Consolidated Balance Sheets as at September 30, 2000 and December 31, 1999 3
Consolidated Statements of Loss and Deficit for the three and nine months ended September 30, 2000 and 4
September 30,1999
Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2000 and 5
September 30,1999
Notes to Consolidated Financial Statements 6-7
</TABLE>
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
TALISMAN ENTERPRISES INC.
September 30, 2000
November 10, 2000
<PAGE>
Talisman Enterprises Inc.
Incorporated under the laws of Ontario
CONSOLIDATED BALANCE SHEET
[in U.S. dollars and prepared in accordance with accounting principles
generally accepted in the United States]
Unaudited
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<CAPTION>
Unaudited Audited
Sept. 30, Dec. 31,
2000 1999
$ $
-------------------------------------------------------------------------------------------------------------------
ASSETS
Current
<S> <C> <C>
Cash -- 16,557
Accounts receivable 266,441 400,672
Inventories [note 2] 1,171,641 1,035,006
Prepaid expenses 71,295 511,193
Deferred financing costs 44,678 366,505
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Total current assets 1,554,055 2,329,933
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Capital assets 3,193,180 3,430,218
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4,747,235 5,760,151
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current
Bank operating line 136,445 539,872
Accounts payable and accrued liabilities 698,489 1,622,594
Note payable -- 358,003
Convertible promissory note -- 5,073,135
Current portion of long-term debt 124,857 130,368
------------------------------------------------------------------------------------------------------------------
Total current liabilities 959,791 7,723,972
------------------------------------------------------------------------------------------------------------------
Long-term debt 207,697 314,640
Deferred income tax liability 425,790 491,111
Shareholders' equity (deficiency)
Share capital 12,708,133 4,277,540
Warrants 101,463 101,463
Contributed surplus 284,233 284,233
Deficit (9,546,418) (7,279,842)
Accumulated other comprehensive loss (393,454) (152,966)
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Total shareholders' equity (deficiency) 3,153,957 (2,769,572)
------------------------------------------------------------------------------------------------------------------
4,747,235 5,760,151
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</TABLE>
See accompanying notes
On behalf of the Board:
Director Director
November 10, 2000
<PAGE>
Talisman Enterprises Inc.
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
[in U.S. dollars and prepared in accordance with accounting principles
generally accepted in the United States]
Unaudited
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<CAPTION>
3 months 3 months 9 months 9 months
ended ended ended ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2000 1999 2000 1999
$ $ $ $
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<S> <C> <C> <C> <C>
Revenues 454,611 412,924 793,628 479,455
Operating expenses [exclusive of
amortization shown separately below] 696,383 703,355 1,434,822 1,340,208
------------------------------------------------------------------------------------------------------------------
Gross profit (241,772) (290,431) (641,194) (860,753)
------------------------------------------------------------------------------------------------------------------
Expenses
Selling, general and administrative 500,367 444,714 1,277,438 1,325,936
Amortization 115,668 347,730 338,602 709,700
Interest and bank charges 23,476 57,186 55,072 160,036
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639,511 849,630 1,671,112 2,195,672
------------------------------------------------------------------------------------------------------------------
Loss before income taxes (881,283) (1,140,061) (2,312,306) (3,056,425)
Income taxes - deferred (15,105) (14,536) (45,730) (43,228)
------------------------------------------------------------------------------------------------------------------
Loss for the period (866,178) (1,125,525) (2,266,576) (3,013,197)
Deficit, beginning of period (8,680,240) (5,126,654) (7,279,842) (3,238,982)
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Deficit, end of period (9,546,418) (6,252,179) (9,546,418) (6,252,179)
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Loss per share (.29) (1.07) (.81) (2.90)
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</TABLE>
See accompanying notes
November 10, 2000
<PAGE>
Talisman Enterprises Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
[in U.S. dollars and prepared in accordance with accounting principles
generally accepted in the United States]
Unaudited
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<CAPTION>
3 months 3 months 9 months 9 months
ended ended ended ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2000 1999 2000 1999
$ $ $ $
-------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Loss for the period (866,178) (1,125,525) (2,266,576) (3,013,197)
Charges to income not affecting cash
Amortization 115,668 347,730 338,602 709,700
Deferred income taxes (15,105) (14,536) (45,730) (43,228)
Change in non-cash working
capital items 337,788 199,506 (513,434) (798,890)
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Cash used in operating activities (427,827) (592,825) (2,487,138) (3,145,615)
------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITY
Purchase of capital assets (7,680) (55,229) (224,483) (726,901)
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FINANCING ACTIVITIES
Issue of convertible promissory note and warrants -- -- -- 5,174,473
Deferred financing costs -- (109,736) -- (907,413)
Repayment of long-term debt (31,739) -- (96,097) (126,435)
Issue of common shares -- 63,075 3,299,956 63,075
Bank operating line 142,974 295,913 (384,014) (40,471)
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Cash provided by financing activities 111,235 249,252 2,819,845 4,163,229
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Effect of exchange rate changes on cash 1,466 (170,749) (124,781) (214,741)
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Increase (decrease) in cash during
the period (322,806) (569,551) (16,557) 75,972
Cash, beginning of period 322,806 662,224 16,557 16,701
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Cash, end of period -- 92,673 -- 92,673
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NON-CASH FINANCING ACTIVITIES
Conversion of promissory note -- -- (5,073,135) --
Conversion of note payables -- -- (356,349) --
Deferred financing costs -- -- 299,022 --
-------------------------------------------------------------------------------------------------------------------
-- -- (5,130,462) --
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SUPPLEMENTARY INFORMATION
Cash interest paid 19,089 21,960 51,754 58,775
Cash income taxes paid -- -- -- --
</TABLE>
See accompanying notes
November 10, 2000
<PAGE>
Talisman Enterprises Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[in U.S. dollars and prepared in accordance with accounting principles
generally accepted in the United States]
Unaudited
September 30, 2000 Unaudited
November 10, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information in the United States and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
Operating results for the nine months period ended September 30, 2000 are not
necessarily indicative of the results that are expected for the year ending
December 31, 2000. For further information, refer to the consolidated financial
statements and footnotes included in the Talisman Enterprises Inc. annual report
on Form 10-KSB for the year ended December 31, 1999.
For purposes of these consolidated financial statements, the company has adopted
the U.S. dollar as the reporting currency. This improves investors' ability to
compare the company's results with those of most other publicly traded
businesses in the industry. These consolidated financial statements have been
translated from Canadian dollars to U.S. dollars by translating assets and
liabilities at the rate in effect at the respective balance sheet date and
revenues and expenses at the average rate for the period. Any resulting foreign
exchange gains or losses are recorded in accumulated other comprehensive loss.
2. NATURE OF OPERATIONS
Talisman Enterprises Inc. is a company incorporated to primarily produce premium
private label alkaline batteries. The consolidated financial statements have
been prepared by management in accordance with accounting principles generally
accepted in the United States on a going concern basis, which contemplates the
realization of assets and the discharge of liabilities in the normal course of
business for the foreseeable future. The company has incurred significant losses
and negative cash flow from operations and has an accumulated deficit of
$9,546,418 at September 30, 2000 [December 31, 1999 - $7,279,842]. The company's
ability to continue as a going concern is in substantial doubt and is dependent
upon achieving a profitable level of operations and, if necessary, obtaining
additional financing. Management of the company has undertaken steps as part of
a plan to improve operations with the goal of sustaining company operations for
the next twelve months and beyond. These steps include (i) focusing sales and
marketing on specific markets and customers and (ii) controlling overhead and
expenses. There can be no assurance the company can attain profitable operations
in the future. These consolidated financial statements do not give effect to any
adjustments which would be necessary should the company be unable to continue as
a going concern and therefore, be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial
statements.
1
<PAGE>
Talisman Enterprises Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[in U.S. dollars and prepared in accordance with accounting principles
generally accepted in the United States]
Unaudited
September 30, 2000 Unaudited
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<CAPTION>
3. INVENTORIES
September 30, December 31,
2000 1999
$ $
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<S> <C> <C>
Raw materials and packaging 383,772 316,829
Finished goods 787,869 718,177
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1,171,641 1,035,006
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</TABLE>
4. LOSS PER SHARE
The calculation of loss per common share is based on the reported net loss
divided by the weighted average number of shares outstanding during the period.
The weighted average number of common shares outstanding for the three months
ended September 30, 2000 was 3,035,187 [three months ended September 30, 1999 -
1,056,560], and nine months ended September 30, 2000 was 2,815,229 [nine months
ended September 30, 1999 - 1,038,740].
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future. Forward-
looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report. The discussion is based upon such financial
statements which have been prepared in accordance with U.S. Generally Accepted
Accounting Principles and are presented in United States dollars ($).
General
Talisman was incorporated in July 1978 and for almost 20 years carried on
business as a junior mineral exploration company in the Province of Ontario,
Canada. In September 1997, Talisman (then known as Firesand Resources Ltd.)
entered into a share exchange agreement with Talisman International Inc.
pursuant to which Talisman acquired all of the issued and outstanding shares of
common stock of Talisman International in exchange for shares of Talisman. Upon
completion of the share exchange, Firesand Resources Ltd. changed its name to
its current name, Talisman Enterprises Inc. The share exchange was accounted for
as a reverse takeover and accordingly, the results of Talisman (formerly
constituted as Firesand) have been included with those of Talisman International
from the date of the share exchange.
Talisman, through our wholly-owned operating subsidiary, Talisman
International Inc., manufacturers high-quality AA size disposable alkaline
batteries for private label sale by retailers. We are currently, to our
knowledge, the only North American-based battery manufacturer that focuses
primarily on the private label market. Our objective is to leverage our unique
strategic position to build market share in the private label battery market and
capitalize on the significant growth in private label battery sales in North
America.
Results of Operations
Three month period ended September 30, 2000 and September 30, 1999
Revenues
Revenues for the three month period ended September 30, 2000 increased
$41,687 to $454,611, a 10.1% increase over revenues of $412,924 during the three
month period ended September 30, 1999. Gross sales for the three month period
ended September 30, 2000 were slightly ahead of prior year sales by
approximately $3,000. The remaining improvement for the quarter was attributable
to a one time customer return in the prior year and reduced customer deductions
in the current quarter.
3
<PAGE>
Operating Expenses and Gross Margins
Operating expenses for the three month period ended September 30, 2000
decreased $6,972 to $696,383, a 1.0% decrease from operating expenses of
$703,355 during the three month period ended September 30, 1999. This reflects
consistent fixed and variable overhead spending relative to comparative flat
sales volume.
Gross margins, as a percentage of revenues improved to (53.2%) for the
three month period ended September 30, 2000, as compared to (70.3%) for the
three month period ended September 30, 1999. The improvement was attributable to
the improved net revenue position due to reduced customer deductions.
Selling, General and Administrative Expense
Selling, general and administrative expense for the three month period
ended September 30, 2000 increased $55,653 to $500,367, a 12.5% increase over
selling, general and administrative expenses of $444,714 during the three month
period ended September 30, 1999. The increase is primarily attributable to
incremental costs associated with being a publicly traded company on the Nasdaq
SmallCap Market (attorneys fees, investor relations, D&O insurance), along with
increased marketing costs to establish programs for new and potential customers.
Amortization Expense
Amortization expense for the three month period ended September 30, 2000
decreased $232,062 to $115,668, a 66.7% decrease from amortization expense of
$347,730 during the three month period ended September 30, 1999. The decrease in
amortization expense is due to the fact that the three month period ended
September 30, 1999 included amortization of deferred financing costs related to
the 1999 private placement.
Interest Expense and Other Financing Charges
Interest expense and other financing charges for the three month period
ended September 30, 2000 decreased $33,710 to $23,476, a 58.9% decrease from
interest expense and other financing charges of $57,186 during the three month
period ended September 30, 1999. The decrease in interest expense and other
financing charges was primarily attributable to a one time financing charge,
recorded in the three month period ended September 30, 1999, relating to the
establishment of operating facilities with General Electric Capital Canada Inc.
Foreign Exchange
For the three months ended September 30, 2000, Talisman had a foreign
exchange gain of approximately $1,998, which was included in the results from
operations on U.S. purchases/payables from U.S. dollar suppliers offset by
losses on U.S. sales/receivables and funds on deposit. During the three months
ended September 30, 1999, Talisman experienced a foreign exchange gain of
$3,103. Currently, a majority of revenues from sales are in U.S. dollars and a
majority of expenses from goods purchased for resale are purchased in U.S.
dollars. Since Talisman is based in Ontario, Canada, approximately 80% of
Talisman's combined operational and selling, general and administrative expenses
for the period ended September 30, 2000, were incurred in Canadian dollars.
Variations in the value of the Canadian dollar, as compared to the value of the
U.S. dollar, could adversely affect Talisman's results.
4
<PAGE>
Stock Based Compensation
We account for our stock options and warrants under APB Opinion 25. If
Talisman was required to account for the stock options and warrants using the
fair value method, the pro forma net loss for the three months ended September
30, 2000 would be ($862,890). The pro forma loss per share for the three months
ended September 30, 2000 would be $(0.28). Such amounts represent the fair value
of options and warrants at the time they vested. Since some of the options vest
over a period of time there will be future charges to income with respect to the
options granted in 1999 of $234,388 over the next 7 years. There were no
employee stock options or warrants issued in the three months ended September
30, 2000.
Inflation
Talisman has experienced minimal impact from inflation and changing prices
on its net sales and on its income from continuing operations for the periods it
has been engaged in business.
Liquidity And Capital Resources
For the three month period ended September 30, 2000, the Company's cash
position decreased by $322,806 from $322,806 to $0. The principal uses of cash
were $427,827 that was used for operating activities, $7,680 that was used to
purchase capital assets and $31,739 that was used to pay down the Company's
borrowing facility.
Talisman has financing facilities in place with General Electric Capital
Canada Inc., which currently consist of (1) a Cdn.$940,800 term loan; (2) a
revolving credit line of up to Cdn.$7,500,000, and (3) a "capex" loan of up to
Cdn.$2,059,200. The term loan is due and payable on or before June 30, 2002.
Interest charged on the General Electric Capital facilities is, (i) with respect
to funds advanced in Canadian dollars, calculated at the average rate per annum
established by the Royal Bank of Canada at its discount rate for 30-day Canadian
bankers acceptances plus 4.0% per year, and (ii) with respect to funds advanced
in U.S. dollars, the latest rate for 30-day dealer placed commercial paper,
which normally is published in the "Money Rates" section of the Wall Street
Journal. Furthermore, all indebtedness of Talisman under the General Electric
Capital facilities is secured by Talisman's assets.
Except for the existing financing arrangements with General Electric
Capital Canada Inc., Talisman has no other current arrangements in place with
respect to financing. If additional financing arrangements are not obtained, we
may be unable to fully fund our operations, pursue our business strategy, take
advantage of new opportunities, develop or enhance our products, or respond to
competitive pressures and financial or marketing hurdles. Such inability could
have a materially adverse effect on Talisman's business, operating results and
financial condition. Moreover, the estimated cost of the proposed expansion of
our production and marketing activities is subject to numerous uncertainties,
including the problems, expenses, difficulties, complications and delays, many
of which are beyond our control, frequently encountered in connection with the
establishment and development of new business activities, and may be affected by
the competitive environment in which we are operating. Accordingly, there can be
no assurance that we will complete the proposed expansion of our production and
marketing activities.
5
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three month
period ended September 30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the project to be signed on its behalf by the
undersigned thereto duly authorized.
TALISMAN ENTERPRISES INC.
November __, 2000 By: /s/ Thomas O'Dowd
Thomas O'Dowd
Chief Financial Officer
