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Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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)
State of Delaware 58-2465647
(State of incorporation) (I. R. S. Employer
Identification No.)
Suite 995, 3475 Lenox Road, NE
Atlanta, Georgia 30326
(Address of principal executive office)
Issuer's telephone number,
including area code: (404) 812-3130
Indicate by check mark whether the registrant (1) has 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 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 November 8, 2000, was 12,814,473 shares.
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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>
September 30, 2000
------------------
(Unaudited)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 84
Trade accounts receivable, less allowance for
doubtful accounts of $60 4,019
Costs and estimated earnings in excess of billings on
uncompleted contracts 520
Inventories 997
Prepaid expenses and other current assets 125
----------
Total current assets 5,745
Notes receivable - officers 89
Investments 28
Property, plant and equipment, net 3,010
Goodwill, net 2,749
Note receivable 953
----------
Total assets $ 12,574
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable - bank $ 2,737
Current portion of long-term debt 317
Accounts payable 1,976
Accrued salaries and wages 513
Accrued taxes other than income 675
Other current liabilities 267
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Total current liabilities 6,485
Long-term debt, less current portion 4,286
Deferred income taxes 29
Other liabilities 120
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Total liabilities 10,920
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Shareholders' equity:
Preferred stock, $.001 par value. Authorized 5,000
shares, none issued or outstanding --
Common stock, $.001 par value. Authorized 50,000
shares; 12,824 shares issued 13
Additional paid-in capital 6,531
Accumulated deficit (3,346)
Treasury stock, 10 shares at cost (30)
Accumulated other comprehensive loss - foreign
currency translation adjustment (1,514)
----------
Total shareholders' equity 1,654
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Total liabilities and shareholders' equity $ 12,574
==========
</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 Nine months Ended
September 30, September 30,
--------------------------- ---------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 4,641 $ 7,116 $ 16,296 $ 23,291
Cost of revenues 3,576 5,698 13,607 18,805
---------- ---------- ---------- ----------
Gross profit 1,065 1,418 2,689 4,486
Selling, general and administrative expenses 1,353 1,624 4,873 4,552
---------- ---------- ---------- ----------
Operating loss (288) (206) (2,184) (66)
Other income (expense):
Interest income 15 48 92 204
Interest expense (136) (164) (432) (579)
Other (18) (12) (27) (143)
---------- ---------- ---------- ----------
Total other expense (139) (128) (367) (518)
---------- ---------- ---------- ----------
Loss before income taxes (427) (334) (2,551) (584)
Income tax expense (benefit) (40) (28) (537) 89
---------- ---------- ---------- ----------
Net loss $ (387) $ (306) $ (2,014) $ (673)
========== ========== ========== ==========
Loss per share:
Basic $ (0.03) $ (0.02) $ (0.16) $ (0.05)
========== ========== ========== ==========
Diluted $ (0.03) $ (0.02) $ (0.16) $ (0.05)
========== ========== ========== ==========
Shares used in per share calculation:
Basic 12,814 12,824 12,814 12,824
========== ========== ========== ==========
Diluted 12,814 12,824 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>
Nine months ended September 30,
-------------------------------
2000 1999
--------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,014) $ (673)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 585 759
Deferred income taxes (611) 82
Gain on sale of subsidiary (12) --
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable 1,349 324
Inventories and uncompleted contracts 1,196 (21)
Prepaid expense and other current assets 93 1
Other assets 591 (23)
Accounts payable (1,560) 549
Accrued salaries and wages (169) (33)
Accrued taxes other than income (756) (98)
Accrued income taxes (78) (207)
Other current liabilities 66 (1,173)
-------- --------
Net cash used in operating activities (1,320) (513)
-------- --------
Cash flows from investing activities:
Acquisitions of property, plant and equipment (747) (512)
Proceeds from the sale of
property, plant and equipment 1 (32)
Proceeds from the sale of subsidiary 410 --
Acquisition of investments -- (176)
Proceeds from investments -- 15
-------- --------
Net cash used in investing activities (336) (705)
-------- --------
Cash flows from financing activities:
Proceeds from note payable 604 1,313
Proceeds from long-term debt 4,369 --
Payments on long-term debt (2,772) (737)
-------- --------
Net cash provided by financing activities 2,201 576
-------- --------
Effect of exchange rate changes in cash (745) (18)
-------- --------
Net change in cash and cash equivalents (200) (660)
Cash and cash equivalents beginning of period 284 877
-------- --------
Cash and cash equivalents at end of period $ 84 $ 217
======== ========
Supplemental disclosure of cash flows information:
Cash paid during the periods for:
Interest $ 383 $ 443
======== ========
Income taxes $ 115 $ 218
======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 and 1999
(Unaudited)
(In thousands, except per share data)
1. 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, if any, of potentially dilutive securities, if any.
For the three months and nine months ended September 30, 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 Nine months ended
September 30 September 30
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Numerator:
Net loss and numerator for
basic and diluted loss per share $ (387) (306) $ (2,014) (673)
========= ========= ========= =========
Denominator:
Denominator for basic loss per share -
weighted average shares outstandings 12,814 12,824 12,814 12,824
Effect of dilutive securities - stock options -- -- -- --
--------- --------- --------- ---------
Denominator for diluted loss per share 12,814 12,824 12,814 12,824
========= ========= ========= =========
</TABLE>
3. SEGMENT INFORMATION
The Company applies the provisions of SFAS No. 131, Disclosures about Segments
of an Enterprise and Related Information. SFAS No. 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 No. 131, the Company has
determined that it has four reportable segments. The four reportable segments
are construction, maintenance and service, production and post tensioning.
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.
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Maintenance and Service consists of operations related to service and
maintenance contracts worldwide. Effective July 1, 2000 the Company sold its
subsidiary Telefrost AS, which accounted for the majority of its Maintenance and
Service segment and explains the significant reduction in the segment's revenues
and gross profit from 1999 to 2000.
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 nine months and three months ended
September 30, 2000 and 1999 follows (in thousands):
<TABLE>
<CAPTION>
CONSTRUCTION MAINTENANCE & PRODUCTION POST- OTHER AND TOTAL
SERVICE TENSIONING ELIMINATIONS
------------ ------------- ----------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
NINE MONTHS ENDED
SEPTEMBER 30
2000
Revenues $ 9,801 $ 2,176 $ 2,832 $ 613 $ 874 $ 16,296
Gross profit 1,403 525 416 96 249 2,689
1999
Revenues $ 12,921 $ 3,540 $ 4,381 $ 1,978 $ 471 $ 23,291
Gross profit 2,492 572 636 741 45 4,486
THREE MONTHS ENDED
SEPTEMBER 30
2000
Revenues $ 2,958 $ 185 $ 962 $ 155 $ 381 $ 4,641
Gross profit (loss) 643 123 239 (30) 90 1,065
1999
Revenues $ 3,691 $ 1,864 $ 1,328 $ 192 $ 41 $ 7,116
Gross profit (loss) 787 527 286 67 (249) 1,418
</TABLE>
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4. COMPREHENSIVE LOSS
The Company had other comprehensive loss three months ended September 30, 2000
and 1999 of $(677) and $(177), respectively, and for the nine months ended
September 30, 2000 and 1999 of $(2,744) and $(866), respectively. Adjustments to
net loss to determine other comprehensive loss are due to foreign currency
translation.
5. SALE OF SUBSIDIARY
On July 1, 2000, the Company sold its subsidiary Telefrost AS. Proceeds from the
sale were $410. A gain of $12 was recognized on the sale.
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ITEM 2. 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 (In thousands)
The following analysis compares the results of operations for the three-month
and nine-month periods ended September 30, 2000 to the comparable periods ended
September 30, 1999.
Revenues during the three months ended September 30, 2000 were $4,641, compared
to $7,116 during the three months ended September 30, 1999. The decrease in
revenues in the amount of $2,475, was primarily due to the sale, in July 2000,
of the Company's Telefrost AS subsidiary, which accounted for approximately
$1,200 of revenues in the three months ended September 30, 1999, and the delay
of the start of several large construction projects until fourth quarter of
2000.
Revenues during the nine months ended September 30, 2000 were $16,296, compared
to $23,291 during the nine months ended September 30, 1999. The decrease in
revenues in the amount of $6,995, was primarily due to the delay of the start of
several large projects until fourth quarter of 2000 and the sale of the
Company's Telefrost AS subsidiary.
In the three months ended September 30, 2000, cost of revenues was $3,576, which
represented 77% of revenues. During the three months ended September 30, 1999,
cost of revenues was $5,698, which represented 80% of net sales. The decrease in
cost of revenues was due to reduction pricing pressures allowing improved profit
margins.
In the nine months ended September 30, 2000, cost of revenues was $13,607, which
represented 83% of revenues. During the nine months ended September 30, 1999,
cost of revenues was $18,805, which represented 81% of revenues. The increase in
cost of revenues, as a % of revenues, was due to decreased revenues in the
Post-Tensioning segment of approximately $1,365, or 69%, less in 2000 than the
comparable period in 1999. Post-Tensioning produces the lowest cost of revenues
% of any of the business segments.
Selling, general and administrative expenses during the three months ended
September 30, 2000 were $1,353, which represented 29% of revenues. During the
three months ended September 30, 1999, general and administrative expenses were
$ 1,624 , which represented 23% of revenues. The increase in selling, general
and administrative expenses, as a % of revenues, is primarily the result of a
35% reduction in revenues without a proportional reduction in general and
administrative expenses, which include significant fixed expenses.
Selling, general and administrative expenses during the nine months ended
September 30, 2000 were $4,873, which represented 30% of revenues. During the
nine months ended September 30, 1999, general
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and administrative expenses were $ 4,552, which represented 20% of revenues. The
increase in selling, general and administrative expenses, as a % of revenues, is
primarily the result of a 30% reduction in revenues without a proportional
reduction in general and administrative expenses, which include significant
fixed expenses.
During the three months ended September 30, 2000, the Company had a net loss of
$(387) or $(0.03) per weighted-average share. During the three months ended
September 30, 1999, the Company reported a net loss of $(306) or $(0.02) per
weighted-average share. The loss for the three months ended September 30, 2000,
was primarily due to decreased revenues.
During the nine months ended September 30, 2000, the Company had net loss of
$(2,014) or $(0.16) per weighted-average share. During the nine months ended
September 30, 1999, the Company reported a net loss of $(673) or $(0.05) per
weighted-average share. The net loss for the nine months ended June 30, 2000,
was primarily due to decreased revenues.
Liquidity and Capital Resources
During the nine months ended September 30, 2000, the Company experienced
negative operating cash flow of $(1,320). Negative operating cash flow in the
nine months ended September 30, 2000 resulted principally from a reduction in
accounts payable of $(1,560) and a net loss of $(2,014). These negative effects
on operating cash flows were partially offset by decreases in accounts
receivable and inventories and uncompleted projects of $1,349 and $1,196,
respectively. During the nine months ended September 30, 1999, the Company
experienced negative operating cash flows of $(513). Negative operating cash
flows in the nine months ended September 30, 1999` resulted principally from a
reduction in other current liabilities of $(1,173) and a net loss of $(673).
Net cash used by investing activities of $(336) during the nine months ended
September 30, 2000, was primarily the result of acquisitions of property, plant
and equipment, in the amount of $(747), offset by proceeds from the sale of a
subsidiary of $410. Net cash used of $(705) during the nine months ended
September 30, 1999 consisted primarily of $(512) used for the acquisitions of
property, plant and equipment and $(176) used to increase investments.
Net cash provided by financing activities of $2,201 during the nine months ended
September 30, 2000 was primarily due to increased borrowings under the Company's
long-term debt facilities of $4,369 less payments on long-term debt of $(2,772)
and an increase in short term borrowings of $604. Net cash provided by financing
activities of $576 during nine months ended September 30, 1999 was primarily due
to $1,313 in proceeds from short term bank borrowings partially offset by
payments of $(737) on long-term debt.
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.
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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 is not expected to have an
effect on the Company as the Company does not enter into any derivative
instruments or engage in any hedging activities.
SEC SAB No. 101, "Revenue Recognition in Financial Statements," is effective for
all fiscal quarters of fiscal years beginning after October 1, 2000. SAB No. 101
provides guidelines regarding reference to specific authoritative literature to
determine if revenue is realized or realizable and earned. This pronouncement is
not expected to have an effect upon adoption.
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.
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PART II. OTHER INFORMATION
ITEM 1. THROUGH ITEM 4. Not applicable.
ITEM 5. OTHER INFORMATION
On October 2, 2000, Arnold E. Johns resigned his positions as the Company's
President and a Director. Mr. Johns duties and responsibilities have been
assumed by Elmer Lunde, the Company's Chairman.
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 on Form 8-K during the quarter for
which this report is filed.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
27.1 Financial Data Schedule, submitted to the Commission in
electronic format (for SEC use only).
</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: November 14, 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 (for SEC use only).
</TABLE>
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