<PAGE> 1
Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-26599
SIMEX Technologies, Inc.
(Exact name of Small Business Issuer as specified in its charter)
Delaware 58-2465647
(State or other Jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification No.)
Suite 995, 3475 Lenox Road, NE
Atlanta, Georgia 30326
(Address of principal executive offices)
Issuer's telephone number,
including area code: (404) 812-3130
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 [X] No [ ]
The number of shares outstanding of the Registrant's common stock, par value
$0.001, at May 1, 2000, was 12,814,473 shares.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, 2000
--------------
(Unaudited)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 180
Trade accounts receivable, less allowance for
doubtful accounts of $60 5,082
Costs and estimated earnings in excess of billings on
uncompleted contracts 1,384
Inventories 1,252
Other receivables 309
Prepaid expenses and other current assets 2
--------
Total current assets 8,209
Notes receivable - officers 300
Investments 20
Investments in affiliated companies 259
Property, plant and equipment, net 3,043
Goodwill, net 2,904
Note receivable 1,003
--------
Total assets $ 15,738
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable - bank $ 1,495
Current portion of long-term debt 356
Accounts payable 2,199
Accrued salaries and wages 811
Accrued taxes other than income 1,629
Accrued income taxes 112
Deferred income taxes 258
Other current liabilities 192
--------
Total current liabilities 7,052
Long-term debt, less current portion 4,804
Deferred income taxes 256
Other liabilities 91
--------
Total liabilities 12,203
--------
Shareholders' equity:
Preferred stock, $.001 par value. Authorized 5,000
shares, none issued or outstanding --
Common stock, $.001 par value. Authorized 50,000
shares; 12,814 shares issued and outstanding 13
Additional paid-in capital 6,464
Accumulated deficit (1,790)
Treasury stock, 10 shares at cost (30)
Accumulated other comprehensive loss - foreign
currency translation adjustment (1,122)
--------
Total shareholders' equity 3,535
--------
Total liabilities and shareholders' equity $ 15,738
========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months Ended March 31
---------------------------
2000 1999
---- ----
<S> <C> <C>
Revenues $ 6,650 8,265
Cost of revenues 6,002 6,747
-------- -------
Gross profit 648 1,518
Selling, general and administrative expenses 1,068 1,567
-------- -------
Operating loss (420) (49)
Other income (expense):
Interest income 24 13
Interest expense (157) (113)
-------- -------
Total other expense (133) (100)
-------- -------
Loss before income taxes (553) (149)
Income tax expense (benefit) (95) 15
-------- -------
Net loss $ (458) (164)
======== =======
Loss per share (note 2):
Basic $ (0.04) (0.01)
======== =======
Diluted $ (0.04) (0.01)
======== =======
Shares used in per share calculation (note 2):
Basic 12,814 12,824
======== =======
Diluted 12,814 12,824
======== =======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (458) (164)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 190 211
Deferred income taxes (126) --
Changes in operating assets and liabilities:
Trade accounts receivable 684 (254)
Inventories and uncompleted contracts (53) 150
Prepaid expense and other current assets 38 246
Other assets 285 (5)
Accounts payable (1,337) 560
Accrued salaries and wages 129 277
Accrued taxes other than income 198 (56)
Accrued income taxes 26 --
Other current liabilities (5) (517)
------- -------
Net cash provided by (used in)
operating activities (429) 448
------- -------
Cash flows from investing activities:
Acquisitions of property, plant and equipment (532) (211)
Proceeds from investments -- 96
------- -------
Net cash used in investing activities (532) (115)
------- -------
Cash flows from financing activities:
Proceeds from (repayments of) note payable -
bank, net (638) 285
Proceeds from long-term debt 4,724 --
Payments on long-term debt (2,813) (383)
------- -------
Net cash provided by (used in)
financing activities 1,273 (98)
------- -------
Effect of exchange rate changes in cash
and cash equivalents (416) (12)
------- -------
Net change in cash and cash equivalents (104) 223
Cash and cash equivalents beginning of period 284 877
------- -------
Cash and cash equivalents at end of period $ 180 $ 1,100
======= =======
</TABLE>
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Supplemental disclosure of cash flows information:
Cash paid during the periods for:
Interest $ 156 113
====== ===
Income taxes $ -- 70
====== ===
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
(Unaudited)
(In thousands, except per share data)
1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and 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 (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the SIMEX Technologies, Inc.'s Form 10-KSB for the year ended
December 31, 1999.
The results of operations for the periods presented are not necessarily
indicative of the operating results for the full year.
2. LOSS per Share
SIMEX Technologies, Inc. and subsidiaries (the "Company") applies the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share". Basic earnings per common share is based on the weighted average number
of common shares outstanding during the period. Diluted earnings per share
include the dilutive effect of potentially dilutive securities. For the three
months ended March 31, 2000 and 1999, the effects on diluted loss per share from
stock options have not been included since such effects would have been
anti-dilutive.
<TABLE>
<CAPTION>
Three months ended
March 31
2000 1999
-----------------------------
<S> <C> <C>
Numerator for basic and diluted
loss per share - net loss $ (458) (164)
======== =======
Denominator:
Denominator for basic earnings (loss) per share -
weighted average shares outstandings 12,814 12,824
Effect of dilutive securities - stock options -- --
Denominator for diluted -------- -------
loss per share
12,814 12,824
======== =======
</TABLE>
3. SEGMENT INFORMATION
The Company applies the provisions of SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS 131 establishes standards for the
manner public business enterprises report information about operating segments
in their financial statements. The standard defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision makers in
deciding how to allocate resources and in assessing the performance. Based on
the quantitative thresholds specified in SFAS 131, the Company has determined
that it has four reportable segments. The four reportable segments are
construction, maintenance and service, production and post tensioning.
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Construction consists of all of the Company's operations involved in the design,
engineering, installation and maintenance of HVAC, plumbing and electrical
products and services, both onshore and offshore.
Maintenance and service consists of operations related to service and
maintenance contracts worldwide.
Production consists of design, engineering and production of various technical
and nontechnical products, such as SIM Ducts.
Post-Tensioning consists of construction reinforcing techniques for concrete oil
and gas production platforms, bridges, tunnels and other post and bolt
tensioning operations.
Summary information by segment for the three months ended March 31, 2000 and
1999 follows (in thousands):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CONSTRUCTION MAINTENANCE AND PRODUCTION POST- OTHER AND TOTAL
SERVICE TENSIONING ELIMINA-
TIONS
- ------------------------------------------------------------------------------------------------------
2000
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 3,903 1,165 2,197 249 (864) $6,650
Gross profit 841 196 407 90 (886) 648
1999
Revenues $4,298 708 1,581 1,514 164 $8,265
Gross profit 371 84 265 702 96 1,518
- ------------------------------------------------------------------------------------------------------
</TABLE>
8
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4. COMPREHENSIVE LOSS
The Company had other comprehensive loss for the three months ended March 31,
2000 and 1999 of $(796) and $(273), respectively. Adjustments to net loss to
determine other comprehensive loss are due to foreign currency translation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(B) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the consolidated
financial statements of the Company (including the notes thereto) included in
the Company's Form 10-KSB for the year ended December 31, 1999.
General
SIMEX Technologies, Inc. and subsidiaries (the "Company") principally operates
through its wholly owned subsidiary, Simex AS, located in Norway. The Company is
engaged in construction and services, including design, engineering,
fabrication, production, installation, and maintenance for the offshore oil and
gas industry and onshore in commercial, industrial and government projects. In
addition, the Company is engaged in concrete and post tensioning construction
for offshore oil and gas drilling platforms. The Company has derived its
revenues primarily from customers in Norway and the United Kingdom.
Results of Operations
The following analysis compares the results of operations for the three-month
period ended March 31, 2000 to the comparable period ended March 31, 1999.
Revenues during the three months ended March 31, 2000 were $6,650, compared
to $8,265 during the three months ended March 31, 1999. The decrease in
revenues in the amount of $1,615, was primarily
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due to a $1,265 decline in revenues for the Post-Tensioning segment.
This decrease in sale for the Post-Tensioning segment is due to the
completion of the South Arne platform project during the quarter ended
March 31, 1999, which was not replaced by a comparable project during
the quarter ended March 31, 2000.
In the three months ended March 31, 2000, cost of revenues was $6,002, which
represented 90% of revenues. During the three months ended March 31, 1999,
cost of revenues was $6,747, which represented 82% of revenues. The increase
in the cost of revenues percentage was due to the reduced sales in the
Post-Tensioning segment whose cost of revenues % for the quarter ended March
31, 1999, was approximately 54%, compared to the average of the other
segments combined of 88%.
Selling, general and administrative expenses during the three months ended
March 31, 2000 were $1,068, which represented 16% of revenues. During the
three months ended March 31, 1999, general and administrative expenses were
$1,567 , which represented 19% of revenues. The decrease in general and
administrative expenses is the result of decreased expenses at the Company's
Atlanta, Georgia executive offices and the absence, in 2000, of legal,
accounting and other professional fees, incurred in both the United States
and Norway, related to the filing of the Company's registration statement in
1999.
During the three months ended March 31, 2000, the Company had a net loss of
$(458) or $(0.04) per diluted share. During the three months ended March 31,
1999, the Company reported net loss of $(164) or $(0.01) per diluted share.
The loss for the three months ended March 31, 2000, was primarily due to
reduced revenues in the Company's Post-Tensioning which resulted in a
reduction in gross profit contribution of approximately $612 from this
segment when compared to the quarter ended March 31, 1999.
Liquidity and Capital Resources
During the three months ended March 31, 2000, the Company experienced negative
operating cash flows of $(429). Negative operating cash flows in the three
months ended March 31, 2000 resulted principally from a reduction in accounts
payable of $(1,337) and a net loss of $(458). These negative effects on
operating cash flows were partially offset by decreases in accounts receivable
and other assets of $684 and $285, respectively, and depreciation and
amortization of $190. Positive operating cash flows in the three months ended
March 31, 1999 resulted from increases in other accounts payable of $560,
accrued salaries of $277, a decrease in prepaid expenses of $246, depreciation
and amortization of $211 and a decrease in inventories of $150. These positive
effects were partially offset by a decrease in other current liabilities of
$(517), an increase in accounts receivable of $(254) and a net loss of $(164).
Net cash used by investing activities of $(532) during the three months ended
March 31, 2000, was primarily the result of acquisition of property, plant and
equipment. Net cash used of $(115) during the three months ended March 31, 1999
consisted of $(211) used for the acquisition of property, plant and equipment
partially offset by proceeds from investments of $96.
Net cash provided by financing activities of $1,273 during the three months
ended March 31, 2000 was primarily due to increased borrowings under the
Company's long-term debt facilities of $4,724 less payments on long-term debt of
$(2,813). The net increase in long-term debt was partially used to fund the
$(638) decrease in the Company's short-term borrowing line, as well as the
$(1,337) reduction in accounts payable. Net cash used in financing activities of
$(98), during three months ended March 31, 1999 was primarily due to payments of
$(383) on long-term debt, partially offset by proceeds of $285 from short-term
borrowings.
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The Company believes that its available cash resources and credit facilities,
combined with its cash flows from operations will be sufficient to meet its
anticipated working capital and capital expenditure requirements for at least
the next twelve months.
Inflation
Inflation has not had a material impact on the Company's operations.
New Accounting Pronouncements
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
SFAS No. 133 requires companies to recognize all derivative contracts as either
assets or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designed as a hedging instrument, the gain or loss is recognized
in income in the period of change. This pronouncement should not have an effect
on the Company as the Company does invest in any derivative instruments or
engage in any hedging activities.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements in this quarterly report on form 10-QSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, which statements can generally be identified by
use of forward-looking terminology, such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project," or "continue" or the
negatives thereof or other variations thereon or similar terminology, and are
made on the basis of management's plans and current analyses of the Company, its
business and the industry as a whole. These forward-looking statements are
subject to risks and uncertainties, including, but not limited to, economic
conditions, competition, interest rate sensitivity and exposure to regulatory
and legislative changes. The above factors, in some cases, have affected, and in
the future could affect, the Company's financial performance and could cause
actual results for 2000 and beyond to differ materially from those expressed or
implied in such forward-looking statements, even if experience or future changes
make it clear that any projected results expressed or implied therein will not
be realized.
11
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PART II. OTHER INFORMATION
ITEM 1. THROUGH ITEM 5. Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
A list of exhibits included as part of this report is
set forth in the Exhibit Index appearing elsewhere in
this report, and is incorporated by reference.
(b) Reports on form 8-K
Registrant did not file any reports of Form 8-K during the
quarter for which this report is filed.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule, submitted to the Commission in
electronic format
</TABLE>
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Signatures
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SIMEX TECHNOLOGIES, INC.
DATE: May 15, 2000 BY: /s/ Elmer Lunde
---------------
Elmer Lunde
Chairman
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule, submitted to the Commission in
electronic format
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 2000, UNAUDITED FINANCIAL STATEMENTS OF SIMEX TECHNOLOGIES, INC., AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN FORM
10-QSB FOR THE QUARTER ENDED MARCH 31, 2000. (IN THOUSANDS)
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 180
<SECURITIES> 0
<RECEIVABLES> 5,142
<ALLOWANCES> 60
<INVENTORY> 1,252
<CURRENT-ASSETS> 8,209
<PP&E> 5,418
<DEPRECIATION> 2,375
<TOTAL-ASSETS> 15,738
<CURRENT-LIABILITIES> 7,052
<BONDS> 4,804
0
0
<COMMON> 13
<OTHER-SE> 3,522
<TOTAL-LIABILITY-AND-EQUITY> 15,738
<SALES> 6,650
<TOTAL-REVENUES> 6,650
<CGS> 6,002
<TOTAL-COSTS> 6,002
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 157
<INCOME-PRETAX> (553)
<INCOME-TAX> (95)
<INCOME-CONTINUING> (458)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (458)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
