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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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For the quarterly period ended August 31, 2000
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OR
(_) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-13328
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SENTEX SENSING TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2333899
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 East Ninth Street, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 687-9133
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(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 of 15(d) of the Securities and 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.
Yes No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 100,514,911.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 1999 AND AUGUST 31, 2000
<TABLE>
<CAPTION>
NOVEMBER 30, AUGUST 31,
1999 2000
(AUDITED) (UNAUDITED)
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ASSETS
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 15,280 $ 382,159
Accounts receivable 649,034 34,786
Inventories 962,390 262,100
Other Current Assets 89,488 29,202
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TOTAL CURRENT ASSETS 1,716,192 708,247
EQUIPMENT AND IMPROVEMENTS - [NET
OF ACCUMULATED DEPRECIATION AND
AMORTIZATION] 123,793 --
OTHER ASSETS
Goodwill and other tangibles 350,192 --
Investment in Metrisa -- 379,200
Note Receivable - Metrisa -- 425,655
Consulting contracts and other assets 303,145 10,195
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TOTAL ASSETS $2,493,322 $1,523,297
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</TABLE>
See Notes to Consolidated Financial Statements.
3
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 1999 AND AUGUST 31, 2000
<TABLE>
<CAPTION>
NOVEMBER 30, AUGUST 31,
1999 2000
(AUDITED) (UNAUDITED)
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable:
Bank $ 2,000,000 $ 2,000,000
Related party 1,705,232 2,304,899
Accounts payable 628,881 527,598
Accrued expenses and other current liabilities 589,683 351,933
Convertible subordinated notes payable 11,348 11,348
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TOTAL CURRENT LIABILITIES 4,935,144 5,195,778
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LONG-TERM DEBT
Consulting contracts payable 160,550 85,600
STOCKHOLDERS' EQUITY:
Common stock, no par value, authorized
100,514,911 shares, issued 100,514,911
and 87,865,762 shares, outstanding
78,919,762 and 78,919,762 shares,
respectively 2,880,079 2,880,079
Accumulated deficit (5,199,658) (6,404,931)
Treasury shares at cost, 8,946,000 shares (313,218) (313,218)
Cumulative translation adjustment 30,425 79,989
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TOTAL STOCKHOLDERS' EQUITY (2,602,372) (3,758,081)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,493,322 $ 1,523,297
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</TABLE>
See Notes to Consolidated Financial Statements.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
[UNAUDITED]
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
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AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net sales $ 270,837 $ 1,098,639 $ 1,937,266 $ 3,505,068
Cost of sales 156,942 597,089 1,021,903 1,808,313
------------- ------------- ------------- -------------
Gross profit 113,895 501,550 915,363 1,696,755
Selling, General and Admin 305,346 715,527 1,454,498 2,095,935
Research and Development 10,370 44,572 71,290 134,961
------------- ------------- ------------- -------------
Operating loss (201,821) (258,549) (610,425) (534,141)
Other income(expense)
Gain on sale of Monitek 243,441 0 243,441 0
Other income(expense) 1,156 (740) 4,501 10,416
Interest expense (119,323) (61,089) (283,525) (164,775)
Foreign currency transaction loss 9,031 (6,383) (72,381) (66,304)
------------- ------------- ------------- -------------
Loss before income tax expense (554,398) (326,761) (1,205,271) (754,804)
Provision for income taxes 0 0 0 0
------------- ------------- ------------- -------------
Net Loss $ (554,398) $ (326,761) $ (1,205,271) $ (754,804)
============= ============= ============= =============
Net loss per share $ 0.00 $ 0.00 $ (0.01) $ (0.01)
Weighted average number of
Shares outstanding 100,514,911 78,919,762 100,514,911 78,919,762
</TABLE>
See Notes to Consolidated Financial Statements.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
AUGUST 31, 2000 AND AUGUST 31, 1999 [UNAUDITED]
NINE MONTHS ENDED
<TABLE>
<CAPTION>
AUGUST 31, AUGUST 31,
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2000 1999
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OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $(1,205,271) $ (754,804)
Adjustments to reconcile net [loss] income to net cash
Provided by [used in] operating activities:
Depreciation and amortization 62,327 58,417
Loss on sale to Metrisa 243,441 0
Change in assets and liabilities:
[Increase] decrease in:
Accounts receivable 177,709 80,765
Inventories (8,979) (7,772)
Other assets 21,863 59,116
Increase [decrease] in:
Accounts payable 57,060 22,067
Accrued expenses and other current liabilities 130,502 (245,442)
Currency translation adjustment 49,564 (792)
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TOTAL ADJUSTMENTS 472,483 (33,641)
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NET CASH USED BY OPERATING ACTIVITIES 732,788 (788,445)
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INVESTING ACTIVITIES:
Proceeds on sale to Metrisa 500,000 0
Acquisition of equipment and improvements 0 (656)
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NET CASH USED BY INVESTING ACTIVITIES 500,000 (656)
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FINANCING ACTIVITIES:
Net proceeds on note payable - bank 0 119,600
Net proceeds on note payable - related party 599,667 628,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES
599,667 747,600
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 366,879 (41,501)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS 15,280 111,133
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CASH AND CASH EQUIVALENTS - END OF PERIODS $ 382,159 $ 69,632
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</TABLE>
See Notes to Consolidated Financial Statements.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
[1] In the opinion of management, the unaudited financial statements contain all
adjustments [consisting of only normal recurring accruals and repayments]
necessary to present fairly the financial position at August 31, 2000 and the
results of operations and cash flows for the three months ended August 31, 2000
and August 31, 1999.
These interim statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended November 30, 1999 (Commission File No.
2-13328).
[2] The results of operations for the three months ended August 31, 2000 and
August 31, 1999 are not necessarily indicative of the results to be expected for
the full year.
[3] INVENTORY
Inventories consist of:
AUGUST 31,
2000
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Finished Goods $ 262,100
[4] EARNINGS PER SHARE
Earnings [loss] per share are based on the weighted average number of common
shares outstanding for the periods presented, after adjustment for the shares
issued in the stock acquisition.
[5] PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Sentex Sensing
Technology, Inc. and its wholly-owned subsidiaries [the "Company"]. All material
inter-company accounts and transactions have been eliminated in consolidation.
[6] STOCKHOLDERS' EQUITY
On May 15, 1998, Clarion Capital Corporation ("Clarion") converted two
convertible notes in the aggregate principal amount of $609,558 into an
aggregate number of 16,569,404 Common Shares of the Company. Immediately
thereafter, CPS Capital Ltd. ("CPS") purchased all 16,569,404 Common Shares from
Clarion for $230,000.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [CONT'D]
In addition, on May 15, 1998, CPS and the Company entered into the Second
Amended and Restated Management Services Agreement, pursuant to which CPS agreed
to accept 5,025,745 Common Shares in lieu of accrued management fees equaling
$196,900. Such shares have not been issued by the transfer agent. All the shares
acquired by CPS were acquired for investment purposes.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company formed two wholly owned subsidiaries, Sentex Systems, Inc.,
("Systems") and Sentex Acquisitions Corp. on May 31, 1991, to separate the
present operations of the Company into a subsidiary to continue the business of
designing, developing and marketing gas chromatographic devices, and a
subsidiary to develop and acquire new investment opportunities. On September 4,
1998, all of the outstanding capital stock of Systems was sold to the ALR Group,
Incorporated ("ALR") and the Company is no longer in the gas chromatography
business.
Effective November 30, 1996, Monitek Technologies, Inc., a Delaware corporation
("Monitek") became a wholly owned subsidiary of the Company, pursuant to a
merger (the "Merger") of Sentex Merger Corp., a Delaware corporation and wholly
owned subsidiary of the Company, with and into Monitek. Monitek is now being
operated as a wholly owned subsidiary of the Company. Monitek also operates a
portion of its business through a wholly owned German subsidiary of Monitek
named Monitek GmbH, which over the last three years has accounted for over 60%
of Monitek's total revenues.
Hereinafter the "Company" shall refer to Sentex Sensing Technology, Inc. and its
wholly owned subsidiary, Monitek.
Monitek designs, develops, assembles and markets instruments for the measurement
of clarity (turbidity), suspended solids content, color and purity of liquids in
industrial and waste water environments. Monitek's current line of products,
which are based on optical and acoustic technologies, have been specially
adapted for various applications in the chemical and petrochemical, food and
beverage, water treatment, pulp and paper, and bio-technology and pharmaceutical
industries, where their abilities to withstand high temperature, extremes in
pressure and corrosive environments are important factors. Monitek's products
are currently sold world-wide.
In March 1998, the Company purchased Cypress Instruments, Inc. ("Cypress") for
the purpose of acquiring a new product line that has subsequently been folded
into the Monitek product line. The acquisition was not material to the overall
business of the Company.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONT'D)
FINANCIAL CONDITION
-------------------
Working capital decreased to a negative $4,488,000 at August 31, 2000, as
compared to a negative $3,219,000 as of November 30, 1999. The decrease in
working capital is primarily due to the losses sustained by the Company during
the first half of Fiscal 2000. Cash and cash equivalents equaled approximately
$382000 as of August 31, 2000, compared with $15,000 as of November 30, 1999. As
set forth in the independent auditors' report and notes to consolidated
financial statements that accompanied the Company's Form 10-KSB for the fiscal
year ended November 30, 1999, the Company's recurring losses from operations and
the resulting effect on cash flow have reduced the Company's liquidity to its
current level, which raises substantial doubt about the Company's ability to
continue as a going concern.
To address the Company's working capital needs, the Company, in July 1998,
established a bank line of credit of $2,000,000, which was fully drawn on as of
February 29, 2000. This line of credit is secured by the personal guarantee of
Robert S. Kendall, the Chairman of the Company. From time to time, CPS has
provided the Company with temporary working capital loans and, as of August
31, 2000, there was an outstanding borrowing of $230,500 on such loans. As a
result of the acquisition of Cypress, the Company became obligated to make
payments to the shareholders of Cypress (for payment of shares and performing
future consulting services) of approximately $535,000 over four years. As of
August 31, 2000, payments of $420,000 had been made to the Cypress shareholders.
Without continued financial support from CPS or Mr. Kendall, the Company would
not generate sufficient cash in the next 12 months to meet its working capital
needs.
Net Operating Losses; IC-DISC
The Company has approximately $12,057,000 in net operating losses as of August
31, 2000, which will expire at various dates through the year 2018 that are
mainly attributable to losses incurred by Monitek. Federal tax law imposes
restrictions on the use of net operating loss carry-forwards in the event of a
change in ownership, such as a merger. Due to the Merger, approximately
$6,265,000 of the $12,057,000 net operating losses may be subject to these
limitations and potentially may not be able to provide any economic benefit to
the Company.
As of April 1, 1991, Monitek's IC-DISC, Monitek International, Inc., was
effectively terminated. As a result, Monitek had begun repatriation of the
undistributed earnings of the IC-DISC as of April 1, 1991. The undistributed
earnings of approximately $780,000 has been and will continue to be recognized
as income, for tax return purposes, over the 10-year period ending March 31,
2001.
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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONT'D)
RESULTS OF OPERATIONS
---------------------
Nine Months Ended August 31, 2000 Compared to Nine Months Ended August 31, 1999
The Company's net sales decreased by 45%, from $3,505,000 for the nine months
ended August 31, 1999 ("Fiscal 1999 Nine Months") to $1,937,000 for the nine
months ended August 31, 2000 ("Fiscal 2000 Nine Months"). Both the sales and
earnings decrease for the first nine months of fiscal 2000 was primarily due to
the sale of Monitek and Monitek GmbH.
Net losses increased to $1,205,271 for the Fiscal 2000 Nine Months from
$754,804 for the Fiscal 1999 Nine Months, primiraly as a result of the increase
in operating losses, the increase in foreign currency exchange losses and the
increase in interest expense. The loss was also impacted by the write-offs
incurred in the Monitek sale.
CHANGES IN ACCOUNTING STANDARDS
In June 1997, SFAS No. 131, Disclosures About Segments of an Enterprise and
Related Information, was issued. SFAS No. 131 changes the standards for
reporting financial results by operating segments, related products and
services, geographic areas and major customers. The Company must adopt the new
standard no later that November 30, 1999.
In June 1998, SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, was issued. SFAS 133 establishes accounting and reporting standards
for derivative instruments and hedging activities. SFAS 133 is effective for
fiscal years beginning after June 15, 1998. Management believes this
pronouncement will have no effect on the financial statements.
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II. OTHER INFORMATION
ITEM 2
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
ITEM 5
CAUTIONARY STATEMENT FOR PURPOSES OF THE
"SAFE HARBOUR" OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain statements in the Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements included in
this Quarterly Report on Form 10-QSB, in the Company's press releases and in
oral statements made by or with the approval of an authorized executive officer
of the Company constitute "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995. These may include
statements projecting, forecasting or estimating Company performance and
industry trends. The achievement of the projections, forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those projected, forecasted or estimated. The applicable risks
and uncertainties include general economic and industry conditions that affect
all businesses, as well as matters that are specific to the Company and the
markets it serves.
General risks that may impact the achievement of such forecasts include
compliance with new laws and regulations; significant raw material price
fluctuations; currency exchange rate fluctuations; business cycles; and
political uncertainties. Specific risks to the Company include an inability of
the Company to finance its working capital needs; an inability of the Company to
curtail its recurring losses; an inability of the Company to successfully
integrate the business of Sentex and Monitek; a risk of recession in the
economies in which its products are sold, such as the Chemical or Petroleum
industries; and new or emerging products from current competitors. In light of
these and other uncertainties, the inclusion of a forward-looking statement
herein should not be regarded as a representation by the Company that the
Company's plans and objectives will be achieved.
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ITEM 6 - SALE OF MONITEK ASSETS
On July 6, 2000, Sentex Sensing Technology, Inc. (the "Registrant") sold
substantially all of its Monitek and Monitek GmbH assets to Metrisa for cash,
notes, the assumption of selected liabilities and Metrisa common stock. No
dividends or distributions will be a available to make payments to the
shareholders resulting from the sale. Monitek manufactures a wide range of
environmental and process control instrumentation to monitor and analyze fluids
of all types. Metrisa makes scientific and process control equipment for markets
worldwide.
At the closing, Metrisa issued 160,000 shares of Metrisa common stock to the
Registrant and paid the Registrant $1,248,000 for substantially all the assets
of Monitek and Monitek GmbH, which was based on the net book value of certain
assets of those companies at July 1, 2000. The payment of the non-stock
consideration was made by the assumption of various liabilities of Monitek and
Monitek GmbH in the amount of $322,000, payment in cash of approximately
$500,000, reduced by $50,000 reflecting the amount of cash Metrisa advanced to
the Registrant prior to closing, and delivery of a promissory note in the amount
of approximately $426,000. A final adjustment to the purchase price has been
made.
For a period of five years following the closing date, Metrisa and Metrisa GmbH
will pay Monitek, on a monthly basis, a royalty on the amounts received from the
United States Department of Defense by Metrisa or Metrisa GmbH from the sale of
acoustic products of Monitek for measurement of water in jet fuel, net of
discounts and returns and uncollectible accounts.
There is currently no agreement with the United States Department of Defense and
no assurance can be made that Metrisa will make any sales to the United States
Department of Defense.
Prior to the closing, the operation of Monitek and Monitek GmbH contributed
substantially all of the Registrant's total revenues and constitute
substantially all of the Registrant's total assets. Accordingly, the
Registrant's operations currently substantially consist of settling its
liabilities and managing and holding Metrisa shares and promissory notes. The
Registrant may purchase additional assets in other lines of business, which at
this time have not been determined. No assurance can be given that the
Registrant will be able to acquire other lines of business.
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SIGNATURE
Pursuant to the requirements of section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized:
Date: July 17, 2000 SENTEX SENSING TECHNOLOGY, INC.
By: /s/ Robert S. Kendall
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Robert S. Kendall, Chief Executive Officer
/s/ James S. O'Leary
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James S. O'Leary, Chief Financial Officer
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