<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-15960
U.S. Technologies Inc.
(Exact name of Registrant as specified in its charter.)
<TABLE>
<S> <C>
State of Delaware 73-1284747
(State of Incorporation) (I. R. S. Employer
Identification No.)
</TABLE>
3901 Roswell Road, Suite 300
Marietta, Georgia 30062
(Address of principal executive offices.)
Registrant's telephone number,
including area code: (770) 565-4311
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [..] No [X]
The number of shares outstanding of the Registrant's common stock, par value
$0.02, at July 30, 1999, was 28,795,278 shares.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
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U.S. TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30,
1999 December 31,
(Unaudited) 1998
----------- ------------
<S> <C> <C>
Current assets:
Cash in bank $ 34,744 $ 110,140
Trade Accounts receivable, net of reserves of
$140,000 at June 30, 1999 and December 31, 1998 365,300 572,975
Inventories 293,425 585,855
Prepaid expenses 31,408 29,831
------------ ------------
Total current assets 724,877 1,298,801
------------ ------------
Property and equipment, net of accumulated depreciation
of $1,263,267 and $1,208,991 at June 30, 1999 and
December 31, 1998 508,566 499,749
------------ ------------
Other assets:
Net investment in and advances to subsidiary to be sold -- 524,558
Note receivable - USV Partners 611,968 --
Note receivable - sale of subsidiary 238,339 --
Other assets 5,748 44,425
------------ ------------
Total other assets 856,055 568,983
------------ ------------
Total assets $ 2,089,498 $ 2,367,533
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 861,489 $ 844,173
Accrued expenses 436,693 626,937
Accrued severance expenses 154,978 124,469
Current portion of long-term debt and capital leases 31,534 16,050
------------ ------------
Total current liabilities 1,484,694 1,611,629
------------ ------------
Long- term debt and capital leases less current portion 30,086 31,862
------------ ------------
Total liabilities 1,514,780 1,643,491
------------ ------------
Stockholders' equity:
Series A convertible preferred stock (net):
$0.02 par value; 10,000,000 shares authorized;
5,000,000 subscribed, none issued or outstanding 5,000,000 3,648,682
Common stock; $.02 par value; 40,000,000 shares
authorized; 29,195,278 issued and 28,795,278
shares outstanding 583,906 583,906
Additional paid-in capital 12,605,029 12,605,029
Accumulated deficit (17,236,328) (15,735,686)
Stock receivable (150,205) (150,205)
Treasury stock (227,684) (227,684)
------------ ------------
Total stockholders' equity 574,718 724,042
------------ ------------
Total liabilities and stockholders' equity $ 2,089,498 $ 2,367,533
============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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U.S. Technologies Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months Ended June 30, Six months ended June 30,
------------------------------- -------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net Sales $ 820,470 $ 1,154,147 $ 2,690,754 $ 2,664,711
------------ ------------ ------------ ------------
Operating costs and expenses:
Cost of sales 1,206,292 793,516 3,242,933 1,791,106
Selling expense 7,290 29,271 25,679 66,402
General and administrative expense 229,641 463,909 826,331 850,661
Impairment of assets 366,834 -- 416,834 --
Severance expenses -- -- 228,275 --
------------ ------------ ------------ ------------
Total operating costs and expenses 1,810,057 1,286,696 4,740,052 2,708,169
------------ ------------ ------------ ------------
Income (loss) from operations (989,587) (132,549) (2,049,298) (43,458)
Other income (expense)
Gain on sale of subsidiary -- -- 1,168,994 --
Other (80,577) 93,785 (93,290) 118,829
Interest expense (1,667) (38) (35,923) (2,262)
------------ ------------ ------------ ------------
Total other income (expense) (82,244) 93,747 1,039,781 116,567
------------ ------------ ------------ ------------
Net earnings (loss) $ (1,071,831) $ (38,802) $ (1,009,517) $ 73,109
Preferred dividend 336,484 -- 336,484 --
Accretive dividend 154,641 -- 154,641 --
------------ ------------ ------------
Net earnings (loss) available
to common shareholders $ (1,562,956) $ (38,802) $ (1,500,642) $ 73,109
============ ============ ============ ============
Net earnings (loss) per share:
Basic $ (0.05) $ (0.00) $ (0.05) $ 0.00
============ ============ ============ ============
Diluted$ (0.05) $ (0.00) $ (0.05) $ 0.00
============ ============ ============ ============
Shares used in per share calculation:
Basic 28,795,278 29,195,278 28,795,278 29,012,810
============ ============ ============ ============
Diluted 28,795,278 29,195,278 28,795,278 29,164,596
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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U.S. Technologies Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months Ended June 30,
---------------------------
1999 1998
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $(1,009,517) $ 73,109
Adjustments to reconcile net earnings (loss)
to net cash used in operating activities:
Depreciation and amortization 54,275 27,089
Gain on sale of Subsidiary (1,168,994)
Impairment of assets 416,834
Changes in certain assets and liabilities:
Accounts receivable 29,182 (130,038)
Inventories 292,430 (169,409)
Prepaid expense (1,577) (118,455)
Accounts payable 17,316 253,651
Accrued expenses (159,735) (24,201)
----------- ---------
Net cash used in operating activities (1,529,786) (88,254)
----------- ---------
Investing activities:
Equipment purchases (63,092) (69,058)
Advances, net of deficit in operating
results to subsidiary prior to sale (570,318)
Proceeds from sale of subsidiary 876,000
Change in other assets 1,415 (32,061)
----------- ---------
Net cash provided by (used in) investing activities 244,005 (101,119)
----------- ---------
Financing activities:
Proceeds from issuance of common stock -- 224,277
Proceeds from convertible preferred stock
subscriptions 1,196,677
Proceeds from notes payable 28,628 --
Payments of notes payable (14,920) (18,887)
----------- ---------
Net cash provided by financing activities 1,210,385 205,390
----------- ---------
(Decrease) increase in cash (75,396) 16,017
Cash, beginning of period 110,140 489
----------- ---------
Cash, end of period $ 34,744 $ 16,506
=========== =========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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U.S. Technologies Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. These statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 1998 Form 10-K as filed with the Securities and
Exchange Commission.
The results of operations for the periods presented are not necessarily
indicative of the operating results for the full year.
2. EARNINGS PER SHARE
The Company has adopted the provisions of Statements of Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share", which is effective for fiscal
years ending after December 15, 1997. Basic earnings per common share is based
on the weighted average number of common shares outstanding during the period.
Diluted earnings per share includes the dilutive effect of common stock
equivalents. For the six months ended June 30, 1999, diluted earnings per share
have not been presented because stock options and warrants which comprised
common stock equivalents would have been anti-dilutive.
<TABLE>
<CAPTION>
Per
(Loss) Shares share
(Numerator) (Denominator) amount
----------- ------------- ------
<S> <C> <C> <C>
Six months ended June 30, 1999:
Net (loss) $(1,500,642) 28,795,278 $(0.05)
Effect of dilutive potential common shares:
Stock options -- --
Warrants -- --
----------- ----------
Diluted earnings (loss) per share:
Net earnings (loss) available to
common shareholders $(1,500,642) 28,795,278 $(0.05)
=========== ========== ======
</TABLE>
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2. EARNINGS PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
Per
Earnings Shares share
(Numerator) (Denominator) amount
----------- ------------- ------
<S> <C> <C> <C>
Six months ended June 30, 1998:
Net earnings $73,109 29,012,810 $0.00
Effect of dilutive potential common shares:
Stock options -- 151,786
Warrants -- --
------- ----------
Diluted earnings per share:
Net earnings available to common shareholders
plus assumed conversions $73,109 29,164,596 $0.00
======= ========== =====
</TABLE>
3. INVENTORIES
At June 30, 1999, and December 31, 1998, inventories consisted of the following:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Raw materials $238,609 $285,766
Work in progress 29,488 239,243
Finished Goods 25,328 60,846
-------- --------
$293,425 $585,855
======== ========
</TABLE>
4. NOTE RECEIVABLE - SALE OF SUBSIDIARY
The note receivable - sale of subsidiary at June 30, 1999, represents an
obligation of the former President and CEO of the Company, Mr. Kenneth H. Smith.
This obligation resulted from the purchase by Mr. Smith, in February 1999, of
the Company's wholly-owned subsidiary, GWP, Inc. ("GWP"), and GWP's 51% interest
in Technology Manufacturing & Design, Inc. ("TMD"). The total purchase price for
GWP of approximately $2.64 million was paid with cash of approximately $876,000
and a promissory note from Mr. Smith in the amount of approximately $1.76
million. During the quarter ended June 30, 1999, Mr. Smith tendered 3,000,000
shares of the Company's common stock. The market value of these tendered shares,
$1,050,000 was applied to Mr. Smith's promissory note to the Company. These
shares were simultaneously purchased by USV Partners, LLC ("USV Partners") by
creation of a note receivable from USV Partners in the amount of $1,050,000.
During the quarter ended June 30, 1999, the Company took a reserve of $238,340
against the remaining value of the promissory note from Mr. Smith. The reserve
was taken to recognize an impairment in the value of the collateral securing the
note, Mr. Smith's common stock representing his 51% ownership of TMD. The net
carrying value of the note receivable from Mr. Smith was $238,339 as of June 30,
1999.
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5. NOTE RECEIVABLE - USV PARTNERS
The note receivable - USV Partners at June 30, 1999, represents an obligation of
USV Partners to purchase all of the 3,000,000 shares of Mr. Smith's common
stock, which was tendered in partial payment of his promissory note. During the
quarter ended June 30, 1999, the note was reduced by amounts received from USV
Partners. As of June 30, 1999, the net amount, including accrued interest, due
to the Company from USV Partners was $611,968. As of July 30, 1999, the amount
due from the USV Partners note was approximately, $337,000, due to additional
payments received by the Company. Gregory Earls the President and Chief
Executive Officer of the Company, is the sole member of USV Management, LLC, the
manager of USV Partners.
6. CONVERTIBLE PREFERRED STOCK
In July 1998, the Company entered into an investment agreement with USV Partners
pursuant to which the Company is to issue 500,000 shares of Series A Convertible
Preferred Stock ("Preferred Stock") and a warrant to purchase 500,000 shares of
the Company's common stock. The aggregate purchase price of the Preferred Stock
and warrants was $5 million. The Company has received the final payment from USV
Partners in connection with the sale of the Preferred Stock. With the $5 million
having now been invested, the Company will issue the Preferred Stock and
warrants. The aggregate net proceeds, of approximately $4.9 million (after
payment of associated legal and professional fees), have been used primarily for
corporate purposes and working capital. Gregory Earls the President and Chief
Executive Officer of the Company, is the sole member of USV Management, LLC, the
manager of USV Partners.
The Preferred Stock has a dividend rate of nine percent, payable annually on
April 1, beginning retroactively in 1999. The dividend, at the discretion of the
Board of Directors of the Company, was paid in the amount of $336,484,
representing the accumulated dividend due to USV Partners, through June 30,
1999. The dividend rate will increase to 11% upon certain "triggering events",
as defined, which are generally events of default. During the quarter ended June
30, 1999, the Company recognized $154,641 as an accretive dividend as a result
of completion of the subscription of the preferred stock.
Shares of the Preferred Stock are convertible into shares of common stock from
issuance through January 12, 2004. The preferred shares can be converted into
that number of common stock shares determined by dividing the stated value of
$10.00 per share plus accrued and unpaid dividends, by a conversion price of
$.41 and multiplied by a Conversion Factor, as defined. The Conversion Factor is
initially 1.00, is adjusted from time to time, so as not to dilute the number of
shares of common stock that would be received upon conversion of the Preferred
Stock. The Company is required to reserve 12.2 million shares of common stock
for conversion of the Preferred Stock. The Company, at its option, may redeem
the Preferred Stock in the event that the daily average closing price of the
common stock is $2.50 or greater for 20 consecutive trading days. The redemption
price is equal to the stated value of $10.00 per share plus accumulated and
unpaid dividends.
As long as at least 45% of the Preferred stock that was issued remains
unconverted, the holders of the Preferred Stock have the right to elect at least
one member and up to one-third of the members of the board of directors. The
holders of Preferred Stock are also entitled to vote together as a single class
with the holders of common stock on certain corporate matters submitted to a
vote of stockholders. The holders of Preferred stock have one vote for each
share of common stock that could then be acquired on conversion of the Preferred
Stock.
8
<PAGE> 9
6. CONVERTIBLE PREFERRED STOCK (continued)
Upon any dissolution, liquidation or winding-up of the Company, before any
payments are made to any holders of common stock or any other class or series of
the Company's capital stock then outstanding, the holders of the Preferred Stock
are entitled to receive an amount equal to the stated value of $10.00 per share
of Preferred Stock plus accrued and unpaid dividends. There is no sinking fund
in respect to the Preferred Stock.
7. SEGMENT INFORMATION
During 1998, the Company adopted SFAS 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS 131 establishes standards for the way
that public business enterprises report information about operating segments in
their financial statements. The standard defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision makers in
deciding how to allocate resources and in assessing the performance. The
Company's chief operating decision makers aggregate operating segments based on
the location of the segment and whether it is prison-based or free-world. Based
on the quantitative thresholds specified in SFAS 131, the Company has determined
that it has four reportable segments. The four reportable segments are USXX
(Marietta, Georgia), LTI (Lockhart, Texas) ("LTI Lockhart), TMD (Georgetown,
Texas) and LTI (Blythe, California) ("LTI Blythe"). USXX is the corporate
office, LTI Lockhart is a prison-based manufacturer of computer circuit boards,
TMD is a free-world manufacturer of computer circuit boards and LTI Blythe is a
prison-based manufacturer of modular office furniture components. Segment
amounts disclosed are prior to any elimination entries made in the
consolidation.
Summary information by segment for the six months ended June 30, 1999 and 1998
follow (in thousands):
<TABLE>
<CAPTION>
LTI
USXX Lockhart TMD (1) Blythe Other Total
---- -------- ------- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
1999
Net sales $ -- $ 1,335 $ 948 $ 378 $ 30 $ 2,691
Operating Profit (loss) (1,109) (524) (66) (257) (93) (2,049)
Total Assets 3,445 465 -- 435 183 4,528
1998
Net sales $ -- $ 2,661 $ -- $ -- $ 4 $ 2,665
Operating Profit (loss) (593) 564 -- -- (14) (43)
Total Assets 3,050 811 -- -- 136 3,997
</TABLE>
(1) TMD was sold by the Company on February 12, 1999. The operating results
include activity through that date.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the consolidated
financial statements of the Company (including the notes thereto) included in
the Company's form 10-K for the year ended December 31, 1998.
General
The Company is an "outsourcing company" soliciting manufacturing, assembly,
repair, kitting and customer call center services from Fortune 1000 and other
select businesses. The Company performs its services utilizing prison labor
under the Prison Industry Enhancement Program ("PIE"). Congress created the PIE
program in 1979 to encourage states and local units of government to establish
employment opportunities for prisoners that approximate private sector work
opportunities. The program is designed to place inmates in a realistic working
environment, pay them the local prevailing wage for similar work, and enable
them to acquire marketable skills to increase their potential for successful
rehabilitation and meaningful employment upon release. The PIE Program has two
primary objectives:
To generate products and services that enable prisoners to make a
contribution to society, help offset the cost of their incarceration,
compensate crime victims, and provide inmate family support.
To provide a means of reducing prison idleness, increasing inmate job
skills, and improving the prospects for successful inmate transition to
the community upon release.
To serve its clients the Company has established U.S. Technologies Inc. as the
parent organization to provide management and financial resources to its wholly
owned operating subsidiaries. The operating subsidiaries are Labor-to-Industry
Inc. ("LTI"), which operates the Company's manufacturing outsourcing operations,
and Service-to-Industry Inc. ("STI"), formed in March 1998, which will operate
the Company's service outsourcing operations. Each subsidiary negotiates an
agreement with a prison under which facilities and participants are available to
the Company.
In January 1997, the Company was acquired by a group of individuals led by the
Company's former Chairman and CEO, Mr. Kenneth H. Smith. As a part of the
acquisition the preceding management and Board of Directors resigned. During
1997 a new management team was assembled, the Company's mission statement was
revised, and the Company's operations were restructured.
On February 12, 1999, concurrent with his purchase of GWP and GWP's 51% interest
in TMD, Mr. Smith resigned his position as an officer and director of the
Company. On and since that date Mr. Smith has tendered or forfeited all of his
approximately 6.3 million shares of the Company's common stock in partial
payment for his purchase of GWP. Mr. Smith was replaced as the Company's
President and Chief Executive Officer by Gregory Earls, the President of USV
Partners that has entered into an agreement with the Company to purchase $5
million of the Company's preferred stock. Mr. Earls is working with the
Company's management personnel to reorganize the Company.
10
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Results of Operations
The following analysis compares the results of operations for the three-month
and six-month periods ended June 30, 1999 to the comparable periods ended June
30, 1998.
Net sales during the three months ended June 30, 1999 were $ 820,470,
compared to $ 1,154,147 during the three months ended June 30, 1998. The
decrease in net sales in the amount of $ 333,677, was due to a decline in
sales in the Company's LTI Lockhart facility, as a result of the
reorganization of the facility. This reorganization includes the hiring of a
new plant manager and the installation of equipment, which will replace
tasks, which were previously performed manually.
Net sales during the six months ended June 30, 1999 were $ 2,690,754,
compared to $2,664,711during the six months ended June 30, 1998. The increase
in net sales in the amount of $ 26,043, includes $948,176 from the Company's
interest in TMD, which was sold in February 1999. Without regard to the sales
from TMD, the Company's sales for the six-month period ended June 30, 1999,
declined by $922,133, as a result of the reorganization mentioned above.
In the three months ended June 30, 1999, cost of goods sold was $ 1,206,292,
which represented 147% of net sales. During the three months ended June 30,
1998, cost of goods sold was $ 793,516 , which represented 69% of net sales.
The increase in cost of goods sold was a result inventory adjustments to
reflect loss of certain customers and not reducing manufacturing payroll and
fixed costs to match the decline in sales.
In the six months ended June 30, 1999, cost of goods sold was $ 3,242,933,
which represented 120% of net sales. During the six months ended June 30,
1998, cost of goods sold was $ 1,791,106, which represented 67% of net sales.
The increase in cost of goods sold was a result inventory adjustments to
reflect loss of certain customers and not reducing manufacturing payroll and
fixed costs to match the decline in sales.
Selling expenses during the three months ended June 30, 1999 were $ 7,290,
representing 1% of net sales. During the three months ended June 30, 1998,
selling expenses in the amount of $29,271 represented 3.0% of net sales.
These expenses decreased primarily due to the decrease in sales revenue
mentioned above.
Selling expenses during the six months ended June 30, 1999 were $ 25,679,
representing 1% of net sales. During the six months ended June 30, 1998,
selling expenses in the amount of $66,402 represented 3% of net sales. These
expenses decreased primarily due to the decrease in sales revenue mentioned
above.
General and administrative expenses during the three months ended June 30,
1999 were $229,641, which represented 27% of net sales. During the three
months ended June 30, 1998, general and administrative expenses were $
463,909 , which represented 40% of net sales. The decrease in general and
administrative expenses is the result of the downsizing of the Company's
corporate staff, which occurred in the quarter ended March 31, 1999. The
downsizing resulted in the recognition of $228,275 in severance costs in the
quarter ended March 31, 1999.
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<PAGE> 12
General and administrative expenses during the six months ended June 30, 1999
were $826,331, which represented 31% of net sales. During the six months
ended June 30, 1998, general and administrative expenses were $ 850,661,
which represented 32% of net sales. Decreases in general and administrative
staffing costs during the six months ended were offset by legal and
accounting expenses related to the reorganization and the write-off of
certain costs associated with the proposed acquisition of Affordable Interior
Systems.
During the three months ended June 30, 1999, the Company recognized operating
expenses of $366,834, due to the impairment of certain assets. The expenses
consisted of a $238,340 reserve against collectability the note receivable -
sale of subsidiary and a write off of $128,494 of goodwill which had been
recognized as a result of purchasing certain production assets for the LTI
Blythe facility at less than their fair value. There were no comparable
charges during the three months ended June 30, 1998.
During the six months ended June 30, 1999, the Company recognized $228,275,
in severance costs related to the downsizing of the Company's corporate
staff. There were no comparable charges during the six months ended June 30,
1998.
During the three months ended June 30, 1999, the Company had a net loss
available to common shareholders of $ (1,562,956) or $ (0.05) per
weighted-average share. During the three months ended June 30, 1998 the
company reported a net loss available to common shareholders of $ (38,802)or
$ (0.00) per weighted-average share. The loss for the three months ended June
30, 1999, includes a $336,484 dividend on the Company's convertible preferred
stock and an accretive dividend of $154,641 as a result of completion of the
subscription of the Company's convertible preferred stock.
During the six months ended June 30, 1999 the Company had net loss available
to common shareholders of $ (1,500,642) or $(0.05) per weighted-average
share. During the six months ended June 30, 1998, the Company reported a net
income of $ 73,109 or $0.00 per weighted-average share. The loss for the six
months ended June 30, 1999, includes a $336,484 dividend on the Company's
convertible preferred stock and an accretive dividend of $154,641 as a result
of completion of the subscription of the Company's convertible preferred
stock.
Liquidity and Capital Resources
During the six months ended June 30, 1999 and 1998, the Company experienced
negative operating cash flows of $ 1,529,786 and $ 88,254 respectively. Negative
operating cash flows in the six months ended June 30, 1999 resulted principally
from the operating loss incurred during that period and reductions in accrued
expenses of $159,735, offset by a non-cash charge of $416,834 due to impairment
of certain assets and reductions in inventories of $292,430. Negative operating
cash flows in the six months ended June 30, 1998 resulted primarily from
increases in accounts receivable of $ 130,038, and inventory of $169,409,
attributable to increased sales volume.
Net cash provided by investing activities of $244,005 during the six months
ended June 30, 1999, was primarily the result of cash advances to TMD offset by
cash proceeds from the sale of TMD. Net cash used of $101,119 during the six
months ended June 30, 1998 was to make equipment purchases and increase other
assets.
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Net cash provided by financing activities of $1,210,385 during the six months
ended June 30, 1999 was primarily due to the receipt of net proceeds from the
subscription of preferred stock. Net cash provided by financing activities of
$205,390, during the six months ended June 30, 1998 was primarily due to the
issuance of common stock. On January 12, 1998, the Company issued 4% convertible
subordinated debentures and 275,000 common stock purchase warrants exercisable
at $1.00 per share, through a private placement to certain foreign investors
pursuant to a claim of exemption under Regulation "S" promulgated by the
Securities and Exchange Commission under the Securities Act of 1933. The net
proceeds to the Company, after legal and other costs, was $224,277, which was
used to liquidate certain 1996 liabilities at a substantial discount and provide
working capital to support the Company's operations. On February 25, 1998 and
March 5, 1998, the holders of the debentures converted the amounts outstanding
into 563,215 shares of the Company's common stock. All of the warrants remain
outstanding.
As identified by the above discussion and analysis, regardless of the impairment
of assets charge, the Company did not produce a profit from operations in the
quarter ended June 30, 1999. Management has initiated steps to reorganize the
Company, increase sales and reduce unnecessary costs. However, to return the
Company to profitability will require additional working capital. To provide for
this working capital, the Company is negotiating with private investors to raise
$2 to $3 million through a convertible preferred stock subscription, similar to
the $5 million convertible preferred stock subscription completed with USV
Partners in the quarter ended June 30, 1999. While the Company is using its best
efforts to complete the negotiations for this investment, a successful outcome
can not be assured. Without the infusion of additional working capital the
ability of the Company to return to profitability during the year ended December
31, 1999 will be substantially impaired.
Inflation
Inflation has not had a material impact on the Company's operations.
New Accounting Pronouncements
None applicable.
Year 2000
In 1999, the Company assessed its computer systems and those of its subsidiaries
and determined that much of the software used for order entry, billing,
inventory management, job costing and other accounting functions would either
need to be upgraded or replaced in order to be year 2000 compliant. To date, the
Company has incurred expenses of approximately $2,000 in connection with
software upgrades. Although the Company is still in the process of determining
the most cost-effective means of upgrading or replacing its remaining non-year
2000 compliant software, it anticipates that these additional expenses will not
exceed $10,000. The Company estimates that all of its critical software will be
year 2000 compliant before the end of the third quarter of 1999. Should the
Company not be able to successfully convert its computer hardware and operating
systems to be year 2000 compliant, the Company would be able to operate manually
for some period of time without experiencing a significant negative impact on
its operations.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements in this quarterly report on form 10-Q contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, which statements can generally be identified by
use of forward-looking terminology, such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project," or "continue" or the
negatives thereof or other variations thereon or similar terminology, and are
made on the basis of management's plans and current analyses of the Company, its
business and the industry as a whole. These forward-looking statements are
subject to risks and uncertainties, including, but not limited to, economic
conditions, competition, interest rate sensitivity and exposure to regulatory
and legislative changes. The above factors, in some cases, have affected, and in
the future could affect, the Company's financial performance and could cause
actual results for 1999 and beyond to differ materially from those expressed or
implied in such forward-looking statements, even if experience or future changes
make it clear that any projected results expressed or implied therein will not
be realized.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The following exhibit is filed with this report:
Exhibit No. Description
27.1 Financial Data Schedule (for SEC use only)
On April 29, 1999, the Company filed an amendment to a February 26, 1999, report
on form 8-K revising the discussion of certain terms of the TMD sale and
describing certain related recent events.
14
<PAGE> 15
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
U.S. TECHNOLOGIES INC.
DATE: August 16, 1999 BY: /s/ Gregory Earls
------------------------------
Gregory Earls
President and CEO
15
<PAGE> 16
Exhibit Index
Exhibit No. Description
27.1 Financial Data Schedule (for SEC use only)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1999, UNAUDITED FINANCIAL STATEMENTS OF US TECHNOLOGIES, INC., AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN FORM 10-Q FOR THE
QUARTER ENDED JUNE 30, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 34,744
<SECURITIES> 0
<RECEIVABLES> 505,000
<ALLOWANCES> 140,000
<INVENTORY> 293,425
<CURRENT-ASSETS> 724,877
<PP&E> 1,771,833
<DEPRECIATION> 1,263,267
<TOTAL-ASSETS> 2,089,498
<CURRENT-LIABILITIES> 1,484,694
<BONDS> 0
0
5,000,000
<COMMON> 583,906
<OTHER-SE> (5,009,188)
<TOTAL-LIABILITY-AND-EQUITY> 2,089,498
<SALES> 2,690,754
<TOTAL-REVENUES> 2,690,754
<CGS> 3,242,933
<TOTAL-COSTS> 4,740,052
<OTHER-EXPENSES> (1,039,781)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,923
<INCOME-PRETAX> (1,500,642)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,500,642)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,500,642)
<EPS-BASIC> (0.05)
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