<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Under Section 13 or 15(D)
of the Securities Exchange Act of 1934
May 31, 1999 0-8880
(For the fiscal year ended) (Commission file no.)
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
New York 11-2196303
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1535 Memphis Junction Road
Bowling Green, KY 42101
(Address of principal office) (Zip code)
(502) 781-8453
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
Indicate by check mark whether 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 registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes____ No X
$1,088,285 as of September 13, 1999
(Aggregate market value of the voting stock
held by non-affiliates of registrant)
14,787,955 shares, $.01 par value, as of May 31, 1999
(Number of shares outstanding of each of the issuer's classes of common stock,
as of the latest practicable date)
<PAGE> 2
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
FAX (973) 790-8845
To the Shareholders and Board of Directors
Maritime Transport & Technology, Inc.
I have audited the accompanying consolidated balance sheets of Maritime
Transport & Technology, Inc. and Subsidiaries as of May 31, 1998 and 1999 and
the related consolidated statements of operations, cash flows and shareholders'
equity for the year ended August 31, 1997, for the nine months ended May 31,
1998, and for the year ended May 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Maritime Transport & Technology, Inc. and Subsidiaries as of May 31, 1998 and
1999 and the consolidated results of their operations and their cash flows for
the year ended August 31, 1997, for the nine months ended May 31, 1998 and for
the year ended May 31, 1999, in conformity with generally accepted accounting
principles.
/s/ Thomas P. Monahan
Thomas P. Monahan, CPA
September 8, 1999
Paterson, New Jersey
<PAGE> 3
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
MAY 31, 1998 AND 1999
<TABLE>
<CAPTION>
May 31, May 31,
1998 1999
---- ----
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 75,589 $ 122,161
Accounts receivable 310,085 397,467
Prepaid expenses 1,200 1,600
Inventory 170,795 508,017
Federal corporate incomes tax receivable 8,925 8,925
---------- ----------
Current assets 566,594 1,038,170
Property and equipment-net 44,043 35,702
Other assets
Deferred offering costs 45,108
Loan receivable - shareholder 91,352
Loan receivable - non affiliate 40,699 30,490
Security deposits 805 805
---------- ----------
Total other assets 177,964 31,295
---------- ----------
Total assets $ 788,601 $1,105,167
========== ==========
Current liabilities
Accounts payable and accrued expenses $ 199,991 $ 245,622
Customer deposits payable 61,406 70,123
Bank loans payable 109,338 7,268
Officer loan payable 174,527
Investor loans payable 131,500 38,400
---------- ----------
Total current liabilities 502,235 535,940
Long term liabilities
Bank loans payable - net of short term portion 13,855 8,274
---------- ----------
Total liabilities 516,090 544,214
Stockholders' equity
Common stock authorized 80,000,000 shares, $0.01 Par value each.
At May 31, 1998 and 1999, there are 15,130,705 and 14,787,955 shares
outstanding respectively 151,307 147,880
Additional paid in capital 313,201
Retained earnings 121,204 99,872
---------- ----------
Total stockholders' equity 272,511 560,953
---------- ----------
Total liabilities and stockholders' equity $ 788,601 $1,105,167
========== ==========
</TABLE>
See accompanying notes to financial statements.
F1
<PAGE> 4
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the
For the year nine months For the year
ended ended ended
August 31, May 31, May 31,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Revenue $ 1,401,301 $ 1,065,802 $ 1,933,737
Costs of goods sold 700,494 465,015 999,847
------------ ------------ ------------
Gross profit 700,807 600,787 933,890
Operations:
General and administrative 606,916 637,315 705,638
Non cash payments for consulting fees 200,000
Depreciation and amortization 33,208 45,938 46,367
------------ ------------ ------------
Total expense 640,124 683,253 952,005
Profit (loss) from operations $ 60,683 $ (82,466) $ (18,115)
Other income and expenses
Interest income 2,107 2,646 3,220
Interest expenses (3,710) (6,922) (6,437)
------------ ------------ ------------
Total (1,603) $ (4,276) (3,217)
Net income (loss) $ 59,080 $ (86,742) $ (21,332)
============ ============ ============
Net income (loss) per share -basic $ 0.00 $ (.01) $ (.00)
============ ============ ============
Number of shares outstanding-basic 15,130,705 15,130,705 14,899,455
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
F2
<PAGE> 5
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the
For the year nine months For the year
ended ended ended
August 31, May 31, May 31,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 59,080 $ (86,742) $ (21,332)
Non cash consulting fees 200,000
Depreciation and amortization 33,208 45,938 46,367
Accounts receivable (62,542) (127,907) (87,382)
Prepaid expenses (1,200) (400)
Inventory (39,698) (9,404) (138,650)
Federal corporate taxes receivable 8,009 618
Accounts payable and accrued expenses 127,668 22,152 45,631
Customer deposits payable (9,171) 12,853 8,717
--------- --------- ---------
TOTAL CASH FLOWS FROM OPERATIONS 116,554 (143,692) 52,951
CASH FLOWS FROM FINANCING ACTIVITIES
Officer loan payable 3,000 108,006
Bank loans payable (45,425) 122,368 (107,651)
Investor loans payable 86,392 61,782
--------- --------- ---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES (42,425) 208,760 62,137
CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable shareholder (11,080)
Purchase of fixed assets (41,130) (39,682) (38,026)
Notes receivable affiliate (16,055)
Note receivable non affiliated party (13,422) (4,423) (30,490)
--------- --------- ---------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (65,632) (60,160) (68,516)
NET INCREASE IN CASH 8,497 4,908 46,572
CASH BALANCE BEGINNING OF PERIOD 62,184 70,681 75,589
--------- --------- ---------
CASH BALANCE END OF PERIOD $ 70,681 $ 75,589 $ 122,161
========= ========= =========
Non cash activities
Issuance of shares of common stock
for conversion of investors loans
payable $ 154,882
Increase in investor loans payable
in consideration for consulting
fees $ 45,108
Purchased inventory in exchange for (i)
assignment of due from shareholder of
$91,352; (ii) assignment of loan
receivable of $40,699; and (iii)
incurrence of officer loan payable of
$66,561 as of May 31, 1999.
Conversion of investor loans payable
to common stock $ 93,100
</TABLE>
See accompanying notes to financial statements.
F3
<PAGE> 6
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
paid in Retained
Common Stock Common Stock capital earnings Total
<S> <C> <C> <C> <C> <C>
Balances September 1, 1996 11,282,250 $ 112,822 -0- $ 148,866 $ 261,688
Net profit 59,080 59,080
----------- ----------- ----------- ----------- -----------
Balances August 31, 1997 11,282,250 112,822 -0- 207,946 320,768
Issuance of shares in connection
with acquisition 3,848,455 38,485 -0- -0- 38,485
Net loss (86,742) (86,742)
----------- ----------- ----------- ----------- -----------
Balances May 31, 1998 15,130,705 151,307 -0- 121,204 272,511
Issuance of shares for consulting
fees 100,000 1,000 199,000 200,000
Conversion of debt into shares 232,250 2,323 107,451 109,774
Cancellation of shares (675,000) (6,750) 6,750 -0-
Net loss (21,332) (21,332)
----------- ----------- ----------- ----------- -----------
Balances May 31, 1999 14,787,955 $ 147,880 $ 313,201 $ 99,872 $ 560,953
=========== =========== ========= =========== ===========
</TABLE>
See accompanying notes to financial statements.
F4
<PAGE> 7
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
NOTE 1 - FORMATION OF COMPANY AND ISSUANCE OF COMMON STOCK
a. Formation and Description of the Company
Maritime Transport & Technology, Inc. ("Maritime") was formed under the
laws of the State of New York on June 26, 1968 and authorized to issue to
80,000,000 shares of common stock, $.01 par value. On May 31, 1998, Maritime
completed the acquisition of B.G. Banking Equipment, Inc. ("B.G. Banking") and
Financial Building Equipment Exchange, Inc. ("FBEE"), Kentucky corporations, in
exchange for 11,282,250 shares of its common stock. The aforementioned
transaction has been accounted for as a reverse merger involving a shell
company, effectively a recapitalization of B.G. Banking Equipment, Inc. and
Financial Building Equipment Exchange, Inc. (the operating companies/accounting
acquirers). Accordingly, the historical financial statements of the operating
companies are presented as the historical financial statements of the
registrant. The results of operations of Maritime (legal acquirer) are included
in the consolidated financial statements since May 31, 1998, the date of the
merger. The Company is in the business of buying, selling, trading and
refurbishing of financial equipment for banks and other financial institutions.
b. Issuance of Common Stock
In December 1998, the Company issued an aggregate of 100,000 shares
of common stock pursuant to an S-8 Stock option plan as follows: 50,000 shares
of common stock to Irv Fisher and 50,000 shares to Allen Sanders in
consideration for consulting services valued at an aggregate of $200,000.
In January 1999, the Company received for cancellation 675,000
shares of common stock that were issued as part of the acquisition of B.G.
Banking and FBEE and to be distributed to Andrew Seim, Alexander C. Brosda and
George Berglietner.
As of May 31, 1999, the Company sold through two private placement
offerings an aggregate of 232,250 shares of common stock for an aggregate net
consideration of $109,774 consisting of 42,500 shares of common stock sold for
an aggregate of $42,500 or $1.00 each per share and 189,750 shares of common
stock sold for an aggregate of $67,274 or $0.67 each per share.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Financial Statement Presentation
The acquisition of B.G Banking and FBEE by Maritime (collectively, the
"Company") has been accounted for as a reverse merger involving a shell company,
effectively a recapitalization of B.G. Banking and FBEE (the operating
companies/accounting acquirers). Accordingly, the historical financial
statements of the operating companies are presented as the historical financial
statements of the registrant. The results of operations of Maritime (legal
acquirer) are included in the consolidated financial statements since May 31,
1998, the date of the merger.
b. Cash and Cash Equivalents
The Company treats cash equivalents, which includes temporary
investments with a maturity of less than three months as cash when purchased
with cash.
c. Inventory
<PAGE> 8
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
Inventory has been recorded at the lower of cost or market under the
first-in-first-out method. Inventory components for B.G. Banking and FBEE as of
May 31, 1999 were goods available for sale.
d. Earnings per share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share
("Statement No. 128"). Statement No. 128 applies to entities with publicly held
common stock or potential common stock and is effective for financial statements
issued for periods ending after December 15, 1997. Statement No. 128 replaces
APB Opinion 15, Earnings per Share ("EPS"). Statement No. 128 requires dual
presentation of basic and diluted earnings per share by entities with complex
capital structures. Basic EPS includes no dilution and is computed by dividing
net income by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution of securities that could
share in the earnings of the Company such as common stock which may be issuable
upon exercise of outstanding common stock options or the conversion of debt into
shares of common stock. As of May 31, 1999, there were no dilutive securities.
e. Revenue recognition
Revenue is recognized when products are shipped or services are
rendered.
f. Customer Deposits
Customer deposits represent monies advanced by customers at the time
orders were placed. The amount of the deposit is used to reduce the customer's
accounts receivable balance at the time of shipment of the order. At May 31,
1998 and 1999, there were $61,406 and $70,123, respectively, in advance deposits
received from customers for orders to be filled.
g. Federal Corporate Incomes Tax Receivable
The balance of taxes receivable consists of amounts that were overpaid
to the United States government with the Federal Income Tax return filed for
August 31, 1997. This amount was received subsequent to May 31, 1999.
h. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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.
i. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long-lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of.
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that full
recoverability is questionable. There was no effect of such adoption on the
Company's financial position or results of operations.
<PAGE> 9
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
j. Significant Concentration of Credit Risk
At May 31, 1999, the Company has reduced its credit risk by maintaining
deposits in several banks. The maximum loss that could have resulted from this
risk totaled $-0- which represents the excess of the deposit liabilities
reported by the banks over the amounts that would have been covered by the
federal insurance.
k. Income taxes:
The Company accounts for income taxes pursuant to the asset and
liability method which requires deferred income tax assets and liabilities to be
computed for temporary differences between the financial statement and tax
bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The income tax provision or credit
is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.
l. Recent Accounting Standards
Accounting for Derivative Instruments and Hedging Activities
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) was issued in June
1998. It is effective for all fiscal years beginning after June 15, 1999. The
new standard requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivatives and whether they qualify for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
The Company does not currently engage in derivative trading or hedging activity.
The Company will adopt SFAS 133 in the fiscal year ending December 31, 2000,
although no impact on operating results or financial position is expected.
Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use
In March of 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". SOP 98-1 requires
computer software costs associated with internal use software to be charged to
operations as incurred until certain capitalization criteria are met. SOP 98-1
is effective beginning January 1, 1999. The Company is currently assessing the
impact that adoption of this statement will have on consolidated financial
position and results of operations.
NOTE 3 - ACQUISITION OF SUBSIDIARIES
On May 3, 1998, the Company entered into an Agreement with B.G. Banking
and FBEE, pursuant to which the Company and an affiliated entity controlled by
Paul and Roberta Clark exchanged all the issued and outstanding shares of common
stock of these entities for 11,282,250 shares of Maritime's common stock. The
shares of common stock were released from escrow on May 31, 1998.
The transaction has been accounted for as the issuance of shares of
common stock by a private company for the net assets of Maritime, accompanied by
a recapitalization. Accordingly, the financial statements of the registrant,
Maritime, became the consolidated financial statements of B.G. Banking and FBEE.
NOTE 4 - NOTES RECEIVABLE
a. Loans receivable - nonaffiliates
As of May 31, 1998 and 1999, the Company is due an aggregate of $40,699
and $30,490, respectively, from various parties as follows:
<PAGE> 10
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
As of May 31, 1998 and 1999, a balance of $36,789 and $26,580
respectively due from Morgan Glass & Mirror ("Morgan") consisting of monies
advanced to Morgan on January 1, 1997 with interest of 10.5% and payable
on demand. This amount is collateralized by the underlying accounts receivable
of Morgan.
A balance of $3,910 from Mr. James Howel due on demand with interest of
10%.
b. Loan receivable - shareholder
As of May 31, 1998, Paul Clark was obligated to repay monies advanced
to him by the Company. This amount is due without interest and on demand. Such
amount was repaid to the Company in 1999.
NOTE 5 - RELATED PARTY TRANSACTIONS
a. Leased Office Space
The Company has entered into a three-year lease with Paul Clark,
President of the Company beginning August 1, 1998, for the lease of an aggregate
of 23,976 square feet of office and warehouse space located at Building 1535
Memphis Junction Road, Bowling Green, Kentucky, 42101 for a monthly rent of $
5,000 per month.
Rent paid pursuant to this lease agreement for the year ended May 31,
1999 is $60,000.
b. Officer Salaries
Mr. Paul Clark, President of the Company received an aggregate salary
of $129,600 consisting of cash payments of $33,600.
Roberta Clark, Secretary to the Company received a salary of $21,600
plus vacation and health benefits.
No other officer has received a salary in excess of $100,000.
<PAGE> 11
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
c. Officer Loan Payable - Purchase of Inventory from Paul Clark
In May 1999, the Company purchased inventory that was personally owned
by Paul Clark aggregating $295,067. This purchase price represents the cost
price paid by Paul Clark for the inventory. Monies owed to the Company by Mr.
Clark aggregating $83,294 and offsetting various non-performing loans receivable
by two entities aggregating $37,246 offset the purchase price owed to Mr. Clark.
The balance due Mr. Clark as an Officer Loan Payable at May 31, 1999 is
$174,527.
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at:
<TABLE>
<CAPTION>
May 31, May 31,
1998 1999
---- ----
<S> <C> <C>
Equipment and tools $ 90,492 $116,443
Vehicles and trucks 165,569 165,569
Furniture and fixtures 33,563 33,563
Leasehold improvements 13,745 18,822
-------- --------
Total 303,369 334,397
Less accumulated depreciation 259,326 298,695
and amortization -------- --------
Property and equipment, net $ 44,043 $ 35,702
======== ========
</TABLE>
NOTE 7 - BANK LOANS PAYABLE
a. Loans Due South Central Bank of Bowling Green, Inc.
<TABLE>
<S> <C>
Total amount due banks for vehicle loans at May 31, 1999 $ 15,542
Less current portion due 7,268
--------
Long term amount due $ 8,274
========
Total amount due banks for vehicle loans at May 31, 1998 $123,193
Less current portion due 109,338
--------
Long term amount due $ 13,855
========
</TABLE>
Bank loans aggregating $15,542 at May 31, 1999 are as follows:
FBEE is obligated to repay a loan payable to the South Central Bank of
Bowling Green, Inc. in the principal amount of $8,052 in 36 equal monthly
installments of $263.54 beginning January 16, 1998 with interest at 11%. The
balance due at May 31, 1998 and 1999 is $7,076 and $4,570, respectively. The
loan is secured by a 1992 Ford truck.
<PAGE> 12
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
FBEE is obligated to repay a loan payable to the South Central Bank of
Bowling Green, Inc. in the principal amount of $14,052 in 40 equal monthly
installments of $342.66 beginning June 20, 1998 with interest at 7.75%. The
balance due at May 31, 1999 and 1998 is $10,972 and $14,052 respectively. The
loan is secured by a 1995 Buick Park Avenue.
FBEE is obligated to repay a loan payable to the South Central Bank of
Bowling Green, Inc. having the principal loan balance amount of $1,564 at May
31, 1998 with monthly installments of $343. The loan is secured by a Ford F250
truck.
b. First American National Bank
FBEE has a $150,000 line of credit with the First American National
Bank with interest at prime plus 2%. As of May 31, 1998 and 1999, FBEE is
obligated to repay a balance of $100,500 and $-0- respectively. Interest is
billed monthly. The line of credit is secured personally by the residence of
Paul and Roberta Clark.
NOTE 8 - INCOME TAXES
As of May 31, 1998 and 1999, the Company had no material current tax
liability, deferred tax assets, or liabilities to impact on the Company's
financial position because the deferred tax asset related to the Company's net
operating loss carry forward and was fully offset by a valuation allowance.
At May 31, 1999, the Company has net operating loss carry forwards for
income tax purposes of $196,892. These carryforward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carryforward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent. Federal corporate income taxes receivable of
$8,925 at May 31, 1999 and 1998 was collected subsequent to May 31, 1999.
The components of the net deferred tax asset as of May 31, 1999 are as
follows:
<TABLE>
<S> <C>
Net operating loss carry forward $ 66,943
Valuation allowance (66,943)
--------
Net deferred tax asset $ --
========
</TABLE>
The Company recognized no income tax benefit for the loss generated for
the years ended May 31, 1998 and 1999.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
a. Private Placement - B.G. Banking
<PAGE> 13
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
Prior to Maritime's reverse acquisition of B.G. Banking and FBEE,
B.G. Banking offered and received subscriptions for 126,500 shares of its common
stock at $1.00 per share. Subsequent to the date of the Company's acquisition,
the purchasers of shares of common stock were offered and received shares of
common stock in the Company at a ratio of 1 share of B.G. Banking to 1.5 shares
of the Company's common stock. The Company has issued 189,750 shares of common
stock in satisfaction of the subscription agreements at a value of $0.67 per
share.
Two of the Company's directors, Andrew Seim and Alexander Brosda,
acting and individually and acting as principals of Taurus Investments
International, Inc. (a Bermuda corporation) (together "Taurus"), acting as
Directors of B.G. Banking prior to its acquisition by the Company and subsequent
to the acquisition becoming Directors of the Company, offered and sold on behalf
of B.G. Banking what Taurus has admitted to being an aggregate of 304,500 shares
of common stock of B.G. Banking for an aggregate consideration of $304,500.
Taurus has remitted to B.G. Banking and the Company net proceeds of $109,673 (of
which $86,391 was received in 1998 and $23,282 was received in 1999) and claims
the difference of $194,826 be retained by Taurus as payment for expenses and
commissions. Taurus has refused to disclose the names and numbers of shares of
common stock and refused to remit to the Company the proceeds of the shares
sold.
The Company intends to enter into a lawsuit with Taurus demanding the
balance of $194,826 that was improperly withheld be remitted to the Company and
that Taurus disclose the names of the persons and the number of shares of common
stock sold to these individuals. As of May 31, 1999, Taurus has failed to turn
over the balance of money, provide the names of the stock subscribers and the
number of shares of common purchased.
Based upon the accounting provided by Taurus to the Company, the
Company may be liable for the issuance of up to 329,500 shares of common stock
if and when Taurus substantiates their representation as to the number of shares
of common stock sold and the aggregate consideration. This number of shares
represents the number of shares admittedly sold by Taurus for which the
purchasers have as yet remained unidentified.
The Company may also be forced to defend itself against actions to be
brought by unknown subscribers to shares of common stock of B.G. Banking whose
purchase price has never been disclosed or delivered to the Company. The Company
is aware of one alleged purchaser who claims to have delivered funds to Taurus
and whose funds where apparently not turned over to the Company. In the opinion
of management, the Company has no liability to such purchasers and intends to
vigorously defend and such actions, if and when brought.
Subsequent to the date of the financial statements, the Company has
received approximately $42,000 from Taurus relating to the purchase of shares by
an unknown investor. The Company is holding this money in escrow pending
disposition.
As of May 31, 1999, the Company has reserved 329,500 shares of common
stock pending possible issuance of shares in satisfaction of outstanding
subscription agreements.
b. Private Placement and Investor Loans Payable
As of May 31, 1998 and 1999, Investor loans payable were $131,500 and
$38,400 respectively. These amounts represent shares of common stock sold at
$1.00 per share sold as of these dates, but remain undelivered by the Company.
The Company offered 2,000,000 shares of common stock at $1.00 per share
on a "best efforts basis."
As of May 31, 1998, the Company had sold 131, 500 shares of common
stock for an aggregate consideration of $131,500 for which delivery of the
shares representing 93,100 shares or an aggregate of $93,100 was effectuated in
the next fiscal year.
<PAGE> 14
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998 AND 1999
As of May 31, 1999, the Company sold an aggregate of 80,900 shares of
common stock for an aggregate consideration of $80,900 of which 42,500 shares
were issued as of May 31, 1999 and 38,400 shares were issued subsequent to the
date of the financial statements. The $38,400 representing the sale of 38,400
shares of common stock has been reflected as Investor Loans Payable until such
time as the shares of common stock have been issued. Subsequent to the date of
the financial statements, the 38,400 shares of common stock were issued.
The Company has reserved 1,957,500 shares of common stock pending the
completion of the private placement.
c. Consulting Agreement Al Sander
On November 15, 1998, the Company entered into a consulting agreement
with Mr. Al Sander to provide advisory services relating to certain financial,
management and public relations matters for a period of six months. As
compensation for these services, Mr. Sanders will receive the right to
participate in the Company's Employee Stock Option Program and receive the right
to purchase 90,000 shares of common stock at a price of $0.01 per share 50,000
shares of common stock were issued and registered on January 21, 1999 on Form
S-8. The Company recognized a charge to operations of $100,000 or $2.00 per
share as the value of the services rendered.
d. Consulting Agreement with Comprehensive Capital
On December 15, 1998, the Company entered into a consulting agreement
with Irving Fisher of Comprehensive Capital to provide advisory services
relating to certain financial, management and public relations matters for a
period of six months. As compensation for these services, Mr. Sanders will
receive the right to participate in the Company's Employee Stock Option Program
and receive the right to purchase 10,000 shares of common stock at a price of
$0.01 per share. These shares will be deemed earned when issued and received by
Mr. Sanders. The agreement was subsequently amended to award Mr. Sanders 50,000
shares as compensation for the services rendered. On January 21, 1999, 50,000
shares of common stock were issued and registered on Form S-8. The Company
recognized a charge to operations of $100,000, or $2.00 per share as the value
of the services rendered.
NOTE 10 - BUSINESS AND CREDIT CONCENTRATIONS
The amount reported in the financial statements for cash and trade
accounts receivable approximates fair market value.
Financial instruments that potentially subject the company to credit
risk consist principally of trade receivables. Collateral is generally not
required.
<PAGE> 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE MATTERS DISCUSSED IN THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONTAIN FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE
SECTIONS ENTITLED "BUSINESS" AND "RISK FACTORS," AS WELL AS THOSE DISCUSSED
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. THE COMPANY DISCLAIMS, ANY INTENT
OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
OVERVIEW
Maritime Transport & Technology, Inc. ("Maritime") was established in
1968. Maritime remained dormant for many years until it entered into an
Agreement with B.G. Banking Equipment, Inc. ("B.G. Banking") and Financial
Building Equipment Exchange, Inc. ("FBEE"), Kentucky corporations,controlled by
Paul and Roberta Clark, pursuant to which Maritime exchanged 11,282,250 shares
of common stock for all the issued and outstanding shares of common stock of
these entities. The aforementioned transaction has been accounted for as a
reverse merger involving a shell company, effectively a recapitalization of B.G.
Banking and FBEE (the operating companies/accounting acquirers). Accordingly,
the historical financial statements of the operating companies are presented as
the historical financial statements of the registrant. The results of operations
of Maritime (legal acquirer) are included in the consolidated financial
statements since May 31, 1998, the date of the merger. The Company (which
consists of B.G. Banking, FBEE, and Maritime) is now in the business of buying,
selling, trading and refurbishing of financial equipment for banks and other
financial institutions. The Company markets the products throughout the United
States primarily through direct sales to financial institutions and other
distributors supported by the Company's direct sales force and soliciting new
contacts through its presence on the Internet.
The Company anticipates that its results of operations may fluctuate in
the foreseeable future due to several factors, including whether and when new
products at competitive prices are obtained and sources of good used banking and
banking related equipment and furniture available at favorable prices; market
acceptance of current or new products, delays, or inefficiencies, shipment
problems, seasonal customer demand, the timing of significant orders,
competitive pressures on average selling prices and changes in the mix of
products sold.
Operating results would also be adversely affected by a downturn in the
market for the Company's current and future products, order cancellations or
order rescheduling or remanufacturing or delays. The Company purchases and
resells new merchandise and remanufactures and ships its other products shortly
after receipt of orders and has not developed a significant backlog for such
products and does not anticipate it will develop a material backlog for such
products in the future.
Because the Company is continuing to increase its operating expenses,
primarily for personnel and activities supporting newly-introduced products, new
product development and entering new markets, the Company's operating results
would be adversely affected if its sales did not correspondingly increase or if
its product development efforts are unsuccessful or are subject to delays. The
Company has incurred losses due to the payment of consulting fees and the
issuance of shares of common stock in consideration for consulting expenses
charged to operations in lieu of the payment of cash.
<PAGE> 16
The Company may not sustain revenue growth or return to profitability
on a quarterly or annual basis and its operating results may not be consistent
with predictions made by securities analysts.
LITIGATION
As of the date of these financial statements, the Company was not
involved in any litigation.
RESULTS OF OPERATIONS
The following table sets forth operating data as a percentage of net
sales:
<TABLE>
<CAPTION>
August 31, May 31, May 31,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Cost of sales 50.0% 43.6% 51.7%
--------- --------- ---------
Gross profit 50.0% 56.4% 48.3%
--------- --------- ---------
Operating expenses:
Selling, general and administrative 43.3% 59.8% 36.5%
Non cash payments for consulting services 0.0% 0.0% 10.3%
Depreciation and amortization 2.4% 4.3% 2.4%
--------- --------- ---------
Total operating expenses 45.7% 64.1% 49.2%
--------- --------- ---------
Income (loss) from operations 4.3% (7.7)% (0.9)%
Other expense, net 0.1% 0.4% 0.2%
--------- --------- ---------
Net income (loss) 4.2% (8.1)% (1.1)%
========= ========= =========
</TABLE>
Results of operations for the nine months ended May 31, 1998 as
compared to the year ended August 31, 1997.
The fiscal year ended May 31, 1998 consisted of nine months resulting
from B.G. Banking Equipment, Inc., and Financial Building Equipment Exchange,
Inc., changing its fiscal year end from August 31 to May 31 to conform to the
fiscal year end of the Company.
For the nine months ended May 31, 1998, the Company generated net sales
of $1,065,802 as compared to $1,401,301 for the year ended August 31, 1997
representing a decrease of $335,499. The Company's cost of goods sold for the
nine months ended May 31, 1998 was $465,015 as compared to $700,494 for the year
ended August 31, 1997. The Company's gross profit on sales was $600,787 for the
nine months ended May 31, 1998 as compared to $700,807 for the year ended August
31, 1997. The decrease in sales is the direct result of the change in the fiscal
year ends creating shortfall of 3 months in sales for the fiscal year end May
31, 1998. The ratio in gross profit was reduced from 50.0% for the year end
August 31, 1997 as compared to a gross profit percentage of 56.4%. The reduction
is a direct result of the product mix for the products sold being higher in
refurbished equipment than new equipment sales. The cost of purchasing and
refurbishing equipment for resale is significantly lower then the cost of
purchasing new equipment.
General and administrative costs for the nine months ended May 31, 1998
was $637,315 as compared to $606,916 for the year ended August 31, 1997
representing an increase of $30,399. These increased general and administrative
costs were undertaken to create the infrastructure necessary to meet the
Company's marketing and
<PAGE> 17
production goals. As an outgrowth of increasing equipment sales the Company
expects general and administrative costs to continue to increase but at a slower
rate. As a percent of sales, this cost increased during the current year and is
expected to continue it's increase with anticipated sales growth through the
fiscal year.
Results of operations for the year ended May 31, 1999 as compared to
the nine months ended May 31, 1998.
For the year ended May 31, 1999, the Company generated net sales of
$1,933,737 as compared to $1,065,802 for the nine months ended May 31, 1998
representing a increase of $867,935. The Company's cost of goods sold for the
year ended May 31, 1999 was $999,847 as compared to $465,015 for the nine months
ended May 31, 1998. The Company's gross profit on sales was $933,890 for the
year ended May 31, 1999 as compared to $600,787 for the nine months ended May
31, 1998. The increase in sales is the direct result of increase market
penetration and having established an internet presence allowing customers to
have direct on-line access to inventory availability and have access to images
of the products they are interested in purchasing. Costs of good sold was
slightly higher than then the costs of goods sold for the previous period as a
result of a higher ratio of the sale of new equipment to used equipment sold for
the period. Gross profit correspondingly decreased. The cost of purchasing and
refurbishing equipment for resale is significantly lower than the cost of
purchasing new equipment.
General and administrative costs for the year ended May 31, 1999 was
$705,638 as compared to $637,315 for the nine months ended May 31, 1998
representing an increase of $68,323. These increased general and administrative
costs were undertaken to create the infrastructure necessary to meet the
Company's marketing and production goals. As an outgrowth of increasing
equipment sales the Company expects general and administrative costs to continue
to increase but at a slower rate. As a percent of sales, this cost increased
10.7% during the current year and is expected to continue its increase with
anticipated sales growth. General and administrative expenses were further
increased with payments for financial consulting fees and legal fees associated
with the sale of the Company's private placement
BENEFIT (PROVISION) FOR INCOME TAXES
As a result of the pre-tax loss recorded for 1999, the Company did not
recorded a benefit for Federal income taxes. Instead the Company recognized no
income tax benefit from the losses generated in the year ended May 31, 1999.
SFAS No. 109 requires that a valuation allowance be provided if it is more
likely than not that some portion or all of a deferred tax asset will not be
realized. The Company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income. Because the Company has
yet to recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided. The Company will
continue to assess the likelihood of realization of such assets; however, if
future events occur which make the realization of such assets more likely than
not, the Company will record a tax benefit. The Company is liable for the
payment of a Corporate Kentucky State on tangible assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations through revenues
from operations, private and public placements of equity securities, debt and
capital lease financing and interest income earned on net proceeds from the
private placements. Since its reorganization, the Company has raised over
$169,000 in cash proceeds from the private placement of equity securities and
$174,527 from officer loans. The Company also has a $150,000 line of credit with
a bank with interest at prime plus 2.0%, guaranteed by certain stockholders. No
amounts were outstanding under this line at May 31, 1999.
During the year ended May 31, 1999, $52,951 was provided by operating
activities, principally due to an increase in inventory and accounts receivable,
offset by non cash expenses. Financing activities provided $62,137 consisting of
offsetting changes in borrowings and the sale of common stock. Investing
activities used $68,516 of cash, consisting principally of purchases of fixed
assets and advances to non-affiliates.
<PAGE> 18
The Company is evaluating various alternatives in addressing its future
facilities expansion needs. The alternatives being evaluated include
negotiations with various parties for the leasing of additional facility space
and the purchase of additional property to build a new or additional office and
warehousing facility. Relocation to a new facility or leasing of additional
facility space would be expected to result in an increase in rent upon
occupancy.
The Company believes that its available cash, cash from operations and
funds from existing credit arrangements will be sufficient to satisfy its
funding needs for at least the next 12 months. Thereafter, if cash generated
from operations is insufficient to satisfy the Company's working capital and
capital expenditure requirements, the Company may be required to sell additional
equity or debt securities or obtain additional credit facilities. There can be
no assurance that such additional capital, if needed, will be available on
satisfactory terms, if at all. Furthermore, any additional equity financing may
be dilutive to stockholders, and debt financing, if available, may include
restrictive covenants. The Company's future liquidity and capital funding
requirements will depend on numerous factors, including the extent to which the
Company's new products and products under consideration are successfully
developed, gain market acceptance and become and remain competitive, the timing
and results of regulatory actions in the banking industry, the costs and timing
of further expansion of sales, marketing and manufacturing activities,
facilities expansion needs. The failure by the Company to raise capital on
acceptable terms when needed could have a material adverse effect on the
Company's business, financial condition and results of operations.
IMPACT OF YEAR 2000 ("Y2K") ISSUE
The Company is implementing a plan to ensure its system, software and
facilities infrastructure will function properly with respect to dates in the
year 2000 and thereafter. Key financial, information and operational systems
have been assessed and approximately 90% of them have been verified as being
compliant. The Company is on schedule to have all remaining systems verified as
compliant by November 30, 1999. All key suppliers, distributors, financial
institutions and others with whom it does business have been contacted by the
Company to assess their Y2K readiness, and approximately 60% have stated that
they are compliant or will be compliant before December 31, 1999. The Company is
continuing to communicate with key suppliers, distributors, financial
institutions and others and believes that their readiness will not pose
significant operational problems for the Company, nor have a material adverse
effect on the Company's business. To date the Company has expended less than
$5,000 addressing the Y2K Issue and estimates the total cost of the project and
contingency plans, if necessary, to be under $10,000. The Company anticipates
that the Company will be in compliance with Y2K requirements by the end of
December 15, 1999.
However, if such modifications and conversions are not made or are not
completed in a timely fashion, the Y2K Issue could have a material adverse
impact on the operations of the Company. Additionally, the systems of other
companies on which the Company's systems rely may not be timely converted, which
may have an adverse effect on the Company's systems. The most likely worst case
scenario is that customers would be unable to order products or pay invoices or
suppliers would be unable to manufacture or deliver product. This would result
in reduced orders of products and the inability of the Company to manufacture
product.
The Company currently does not have contingency plans in the event it
does not complete all phases of the Y2K program. However, management is
considering contingency plans which involve, among other actions, manual
workarounds, increasing inventories of key components to the refurbishing
process and validating alternate vendors. The Company plans to evaluate the
status of the contingency plans by October 1999 and determine whether such plans
are necessary.
This schedule contains summary financial information extracted from
financial statements for the twelve month period ended May 31, 1999 and is
qualified in its entirety by reference to such financial statements.
<PAGE> 19
MARITIME TRANSPORT & TECHNOLOGY, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited proforma condensed consolidated statement of operations
presents the acquisition of all outstanding shares of B.G. Banking and
Equipment, Inc. (B.G. Banking) and Financial Building Equipment Exchange, Inc.
(FBEE) by Maritime Transport & Technology, Inc. (Maritime) in exchange for
11,282,250 shares of Maritime.
The transaction has been reflected as a reverse acquisition of Maritime, a shell
company, effectively a recapitalization of B.G. Banking and FBEE (the operating
companies/accounting acquirers).
An unaudited proforma condensed consolidated balance sheet is not presented
herein as the consolidated balance sheet as of May 31, 1998 includes the
accounts of the accounting acquirers and Maritime.
The unaudited proforma condensed consolidated statement of operations gives
effect to the acquisition as if it occurred on August 1, 1997. The information
shown is based on numerous assumptions and estimates and is not necessarily
indicative of the results of future operations of the combined entities or the
actual results that would have occurred had the transactions occurred on August
1, 1997.
The accompanying unaudited proforma condensed consolidated statement of
operations should be read in conjunction with the consolidated financial
statements of the registrant included in the 1998 and 1999 Forms 10-K.
<PAGE> 20
MARITIME TRANSPORT & TECHNOLOGY, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MAY 31, 1998
<TABLE>
<CAPTION>
Maritime Financial Consolidated
Transport & B.G. Banking Building Maritime
Technology Equipment Equipment Transport &
Inc. Inc. Exchange Inc. Adjustments Technology
<S> <C> <C> <C> <C> <C>
Revenue $-0- $869,482 $196,320 $1,065,802
Costs of goods sold -0- 393,008 72,007 465,015
-------- -------- ----------
Gross profit -0- 476,474 124,313 600,787
Operations:
General and administrative 53 474,922 162,393 (53) 637,315
Depreciation and amortization -0- 24,983 20,955 45,938
---- -------- -------- ----------
Total expense 53 499,905 183,348 (53) 683,253
Profit (loss) from operations before corporate (53) (3,431) (59,035) (82,466)
income taxes
Corporate income taxes
Other income and expenses
Interest income 2,244 402 2,646
Interest expenses (6,922) (6,922)
-------- ----------
Total other income 2,244 (6,520) $(4,276)
Net income (loss) $(53) $(21,187) $(65,555) $53 $(86,742)
==== ======== ======== === ==========
Net income (loss) per share - basic $(.01)
=====
Number of shares outstanding - basic 15,130,705
==========
</TABLE>
See accompanying notes to financial statements.
F1
<PAGE> 21
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1998
NOTE 1 -- GENERAL
On May 3, 1998, the Company entered into an Agreement with B.G. Banking and
FBEE, pursuant to which the Company and an affiliated entity controlled by Paul
and Roberta Clark exchanged all the issued and outstanding shares of common
stock of these entities for 11,282,250 shares of Maritime's common stock. The
shares of common stock were released from escrow on May 31, 1998. The
accompanying unaudited proforma condensed consolidated statement of operations
presents the acquisition of all outstanding shares of B.G. Banking Equipment,
Inc. (B.G. Banking) and Financial Building Equipment Exchange, Inc. (FBEE) by
Maritime Transport & Technology, Inc. (Maritime) in exchange for 11,282,250
shares of Maritime.
The transaction has been reflected as a reverse acquisition of Maritime, a
shell company, effectively a recapitalization of B.G. Banking and FBEE (the
operating companies/accounting acquirers).
<PAGE> 22
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Maritime Transport & Technology, Inc.
(Registrant)
By: /s/ Paul Clark
---------------------
Paul Clark, President
Dated: December 7, 2000
