<PAGE> 1
U.S.SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q/A
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended August 31, 1999.
[ ] Transition report pursuant to Section 13 or 15(d) of the Secturies
Exchange Act of 1934.
For the transition period from To
Commission File Number:0-8880
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 11-2196303
(State of jurisdiction of (L.R.S. Identification No.)
incorporation or organization)
1535 Memphis Junction Road, Bowling Green, Kentucky, 42101.
(Adress of principal executive offices)
(502)781-8453
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark, whether the registrant:: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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 No X
The Company had 14,826,455 shared of common stock outstanding as of
August 31, 1999.
<PAGE> 2
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
May 31, August 31,
1999 1999
---------- ----------
Unaudited
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 122,161 $ 140,492
Accounts receivable 397,467 482,778
Prepaid expenses 1,600 1,600
Inventory 508,017 525,257
Federal corporate incomes tax receivable 8,925 7,344
---------- ----------
Current assets 1,038,170 1,157,471
Property and equipment-net 35,702 38,239
Other assets
Security deposits 805 805
Notes receivable 30,490 41,137
---------- ----------
Total other assets 31,295 41,942
---------- ----------
Total assets $1,105,167 $1,237,652
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 245,622 $ 279,807
Customer deposits payable 70,123 65,574
Bank loans payable 7,268 7,268
Officer loan payable 174,527 175,490
Investor loans payable 38,400 57,000
---------- ----------
Total current liabilities 535,940 585,139
Long term liabilities
Bank loans payable - net of short term portion 8,274 14,298
---------- ----------
Total liabilities 544,214 599,437
Stockholders' equity
Common stock authorized 80,000,000 shares, $0.01 Par value each. At May 31,
1999 and August 31, 1999, there are 14,787,955 and
14,826,455 shares outstanding respectively. 147,880 148,265
Additional paid in capital 313,201 351,316
Retained earnings 99,872 138,634
---------- ----------
Total stockholders' equity 560,953 638,215
---------- ----------
Total liabilities and stockholders' equity $1,105,167 $1,237,652
========== ==========
</TABLE>
See accompanying notes to financial statements.
F1
<PAGE> 3
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
August 31, August 31,
1998 1999
------------ ------------
<S> <C> <C>
Revenue $ 357,611 $ 396,605
Costs of goods sold 121,301 202,123
------------ ------------
Gross profit 236,310 194,482
Operations:
General and administrative 217,819 144,859
Depreciation and amortization 11,000 12,000
----------- ------------
Total expense 228,819 156,859
Income from operations 7,491 37,623
Other income and expense
Gain on sale of assets 19,000
Interest income 83 1,842
Interest expense (2,176) (703)
------------ ------------
Total other income 16,907 1,139
------------ ------------
Net income $
24,398 $ 38,762
============ ============
Net income per share-basic $ .00 $ .00
============ ============
Weighted-average number of shares outstanding-basic 15,130,705 14,826,455
============ ============
</TABLE>
See accompanying notes to financial statements.
F2
<PAGE> 4
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
August 31, August 31,
1998 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 24,398 $ 38,762
Depreciation and amortization 11,000 12,000
Accounts receivable (194,357) (85,311)
Prepaid expenses (6,200)
Inventory 78,190 (17,240)
Federal corporate income taxes receivable 1,581
Accounts payable and accrued expenses 47,598 34,185
Customer deposits payable 27,400 (4,549)
--------- ---------
TOTAL CASH FLOWS FROM OPERATIONS (11,971) (20,572)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable-investors 18,600
Bank loans payable (2,082) 6,024
Sale of shares of common stock 38,500
Officer loan payable 8,485 963
--------- ---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 10,567 64,087
CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable (10,647)
Purchase of fixed assets (33,574) (14,537)
Deferred offering costs 45,108
Note receivable non affiliated party (20,120)
---------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (8,586) (25,184)
NET INCREASE (DECREASE) IN CASH (9,990) 18,331
CASH AND CASH EQUIVALENTS BALANCE
BEGINNING OF PERIOD 75,589 122,161
--------- ---------
CASH AND CASH EQUIVALENTS BALANCE
END OF PERIOD $ 65,599 $ 140,492
========= =========
Non cash activities
Purchase of inventory from related party $ 91,357
</TABLE>
See accompanying notes to financial statements
F3
<PAGE> 5
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common Common Additional Retained
Date Stock Stock paid in capital earnings Total
---- ----- ----- --------------- -------- -----
<S> <C> <C> <C> <C> <C>
Balances May 31, 1999 14,787,955 $ 147,880 $ 313,201 $ 99,872 $ 560,953
Conversion of debt into shares 38,500 385 38,115 38,500
Net profit 38,762 38,762
----------- ----------- ----------- ----------- -----------
Balances August 31, 1999 14,826,455 $ 148,265 $ 351,316 $ 138,634 $ 638,215
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
F4
<PAGE> 6
MARITIME TRANSPORT & TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Maritime Transport &
Technology, (the "Company"), reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results of the interim
periods presented. All such adjustments are of a normal recurring nature. The
financial statements should be read in conjunction with the notes to financial
statements contained in the Company's Annual Report on Form 10-KSB for the year
ended May 31, 1999.
2. NET INCOME 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 total number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution of securities that could dilute the
shares in computing 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 common stock. As of August 31, 1998 and 1999 and for the periods
then ended, there were no dilution securities outstanding.
3. ACCOUNTING FOR INCOME TAXES
The Company follows Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," which requires an asset and liability
approach of accounting for income taxes. Deferred tax assets and liabilities are
computed annually for differences between financial statement basis and tax
basis of assets, liabilities and available general business tax credit
carry-forwards. A valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized.
4. Private Placements
<PAGE> 7
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 and
claims the difference of $194,827 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 $194,827 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 stock 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.
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 such actions, if and when brought.
As of May 31, 1999, the Company has identified shareholders' representing
an aggregate of 232,250 shares with an aggregate consideration of $169,000
representing 126,500 shares of certificates in BG Banking's name sold by Taurus
and has converted those shares into 189,750 shares of the Company's common stock
valued at $126,500 and issued 42,500 shares of the Company's common stock in
consideration for $42,500 valued at $1.00 per share.
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 as an Investor
loan payable pending disposition.
<PAGE> 8
As of August 31, 1999, the Company has sold an additional 15,000 shares of
common stock for an aggregate consideration of $15,000 which was being held in
escrow as investor loans payable pending the issuance of the shares.
As of August 31, 1999, the balance of Investor loans payable was $57,000.
As of August 31, 1999, the Company has reserved 329,500 shares of common
stock pending possible issuance of shares in satisfaction of outstanding
subscription agreements.
The Company is offering 2,000,000 shares of common stock at $1.00 per
share on a "best efforts basis".
As of August 31, 1999, the Company has sold 15,000 shares of common stock
for an aggregate consideration of $15,000 which was being held in escrow as
investor loans payable pending the issuance of the shares.
The Company has reserved 1,942,500 shares of common stock pending the
completion of the private placement.
<PAGE> 9
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 (the "Company") was established in 1968.
The Company remained dormant for many years until the Company completed the
acquisition of B.G. Banking Equipment, Inc., ("B.G. Banking") and Financial
Building Equipment Exchange, Inc., ("FBEE"), Kentucky corporations. The Company
is now in the business of buying, selling, and trading both new 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 for
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 plans 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
<PAGE> 10
of shares of common stock in consideration for consulting expenses charged to
operations in lieu of the payment of cash for the year ended May 31, 1999.
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.
RESULTS OF OPERATIONS
The following table sets forth operating data as a percentage of net
sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 31,
-----------------------------
1998 1999
------ ------
<S> <C> <C>
Net sales ........................... 100.0% 100%
Cost of sales ....................... 33.9% 50.9%
------
Gross profit ........................ 66.1% 49.1%
Operating expenses:
Selling, general and administrative 60.9% 36.5%
Depreciation ...................... 3.1% 3.0%
------ ------
Total operating expenses ........ 64.0% 39.5%
Income from operations .............. 2.1% 9.6%
Other income, net ................... 4.7% 0.3%
------ ------
Net income .......................... 6.8% 9.9%
====== ======
</TABLE>
Results of operations for the three months ended August 31, 1999 as compared to
the three months ended August 31, 1998.
-------------------------------------------------------------------------------
Revenues were $396,605 for the three months ended August 31, 1999 as compared to
<PAGE> 11
$357,611 for the three months ended August 31, 1998 reflecting an increase of
$38,994 or 10.9% over the same period last year. Costs of goods sold and related
expenses for the three months ended August 31, 1999, were $202,123 or 51.0% as
compared to $121,301 or 33.9% for the three months ended August 31, 1998
representing a cost of goods sold of $194,482 or 49.0 % and $236,310 or 66.1%
respectively for the three months ended August 31, 1999 and 1998. The increase
in sales is the direct result of getting the Company's website up allowing
customers to see the items that are available for sale. Gross profit was
dramatically reduced based upon the ratio of new products sold to refurbished
products sold during the three months ended August 31, 1998. The sale of
refurbished or used items carries a much higher gross profit then the sale of
new items.
General and administrative costs for the three months ended August 31, 1999
were $144,859 a decrease of $81,844 over expenses of $226,703, for the three
months ended August 31, 1998. The expenses for the three months ended August 31,
1998 aggregating $226,703 include a charge for consulting fees essentially to
Taurus during the Company's first quarter ended August 31, 1998. The following
table reflects the major categories of this cost:
<TABLE>
<CAPTION>
Three months Three months
ended ended
August 31, 1998 August 31, 1999
Dollars % of sales Dollars % of sales
<S> <C> <C> <C> <C>
Salaries and payroll taxes $ 90,418 25.3% $ 86,300 21.8%
Commission 7,350 2.1%
Consulting 66,295 18.5%
Insurances 8,956 2.5% 14,647 3.7%
Promotion 4,167 1.2% 4,417 1.1%
Office expenses 1,532 .4% 3,229 .8%
Shop expenses 2,955 .8% 2,644 .7%
Travel expenses 5,355 1.5% 7,526 1.9%
Rent 10,045 2.8% 8,500 2.1%
Building repairs 1,042 .3% 727 .2%
Utilities 1,049 .3% 2,115 .5%
Telephone 5,251 1.5% 6,254 1.6%
Public expenses 1,488 .4%
Professional fees 20,800 5.8% 8,500 2.1%
-------- ---- -------- ----
Totals $226,703 63.4% $144,859 36.5%
</TABLE>
-------------------------------------------------------------------------------
<PAGE> 12
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 the net proceeds from the private
placements. Since its reorganization, the Company has raised over $222,500 in
cash proceeds from the private placement of equity securities and $175,490 from
officer loans.
During the three months ended August 31, 1999, the Company had negative
cash flow from operations of $20,572 primarily because of an increase in
accounts receivable of $85,311, inventory of $17,240, an increase in accounts
payable and accrued expenses of $34,185. Customer deposits payable decreased
$4,549.
Other significant business activities affecting cash included the purchase of
fixed assets of $14,537 and an increase of Notes receivable non affiliated party
of $10,647 and an increase in bank loans payable of $6,024; an increase in
officer loan payable of $963.
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
<PAGE> 13
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.
<PAGE> 14
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
