<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1998
-----------------
Commission file number 0-16011
-------
USTMAN Technologies, Inc.
(Exact name of small business issuer as specified in its charter)
California
----------
(State or other jurisdiction of
incorporation or organization)
95-2873757
----------
(I.R.S. Employer Identification No.)
12265 W. Bayaud Ave #110
------------------------
Lakewood, CO
------------
(Address of principal executive offices)
80228
-----
(Zip Code)
(303) 986-8011
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 19,879,243 shares of Common Stock as of
February 5, 1999.
Transitional Small Business Disclosure Format (check one): [X] Yes [ ] No
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
USTMAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>
December
31,1998 June 30,
(unaudited) 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 24,000 $ 366,000
Accounts receivable, net 1,193,000 826,000
Inventory 166,000 112,000
Prepaid expenses and other current assets 125,000 70,000
------------ ------------
1,508,000 1,374,000
PROPERTY AND EQUIPMENT, NET 506,000 544,000
INTANGIBLES AND GOODWILL 7,902,000 9,699,000
------------ ------------
9,916,000 11,617,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, accrued expenses
and other liabilities 1,235,000 1,135,000
Current portion of long-term debt 1,000,000 875,000
------------ ------------
2,235,000 2,010,000
LONG-TERM DEBT AND OTHER LIABILITIES 2,250,000 9,784,000
DEFERRED EMPLOYEE BENEFITS 434,000 435,000
SHAREHOLDERS' EQUITY
Preferred Stock 8,676,000 --
Common stock 12,826,000 12,810,000
Additional paid-in capital 875,000 2,517,000
Accumulated deficit (17,380,000) (15,939,000)
------------ ------------
4,997,000 (612,000)
------------ ------------
$ 9,916,000 $ 11,617,000
============ ============
</TABLE>
2
<PAGE> 3
USTMAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three Months Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Sales $ 1,651,000 $ 1,521,000
Cost of sales 613,000 707,000
----------- -----------
Gross profit 1,038,000 772,000
Selling, general and administrative expenses 639,000 716,000
Depreciation and amortization 320,000 261,000
Interest expense, net of interest income 117,000 335,000
----------- -----------
Loss from operations before benefit for income taxes (38,000) (498,000)
Benefit for income taxes -- --
----------- -----------
Net loss $ (38,000) $ (498,000)
=========== ===========
Basic and diluted, net loss, per share $ (0.00) $ (0.03)
=========== ===========
</TABLE>
3
<PAGE> 4
USTMAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Six Months Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Sales $ 3,174,000 $ 3,081,000
Cost of sales 1,157,000 1,203,000
----------- -----------
Gross profit 2,017,000 1,878,000
Selling, general and administrative expenses 1,242,000 1,745,000
Depreciation and amortization 633,000 487,000
Interest expense, net of interest income 228,000 692,000
Write off of deferred debt cost 1,355,000 --
----------- -----------
Loss from operations before benefit for income taxes (1,441,000) (1,046,000)
Benefit for income taxes -- --
----------- -----------
Net loss $(1,441,000) $(1,046,000)
=========== ===========
Basic and diluted, net loss, per share $ (0.07) $ (0.05)
=========== ===========
</TABLE>
4
<PAGE> 5
USTMAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Operating Activities
Net loss $(1,441,000) $(1,046,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 651,000 659,000
Write off of deferred debt cost 1,355,000
Interest converted to long-term debt -- 358,000
Net Changes in operating assets and liabilities (439,000) (377,000)
----------- -----------
Cash flows provided by (used in) operating activities 126,000 (406,000)
Investing Activities
Net purchase of Advanced Tank Certification, Inc. (2,190,000)
Purchase of property and equipment (85,000) (79,000)
----------- -----------
Cash flows used in investing activities: (85,000) (2,269,000)
Financing Activities
Increase in deferred debt issuance cost (24,000) (58,000)
Proceeds from issuance of common stock and options 16,000 27,000
Repayments, net of borrowings (375,000) 2,719,000
----------- -----------
Cash flows provided by financing activities (383,000) 2,688,000
Change in cash (342,000) 13,000
Cash and equivalents, beginning of period 366,000 799,000
----------- -----------
Cash and equivalents, end of period $ 24,000 $ 812,000
=========== ===========
</TABLE>
5
<PAGE> 6
USTMAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. The interim financial information furnished herein has not been audited
by independent accountants; however, in the opinion of management, all
adjustments (only consisting of normal recurring accruals) necessary for
a fair presentation of the results of operations for the six month
period ending December 31, 1998 have been included.
2. On May 22, 1997, the Company, then doing business as Watson General
Corporation (Watson) completed the private placement of $7 million 10%
Senior Subordinated Notes Due 2002 and 7,304,520 shares of its common
stock (the Private Placement) with Sagaponack Partners, L.P., and
Sagaponack International Partners, L.P. (the "Investors"). In connection
with the valuation of the common stock issued in the transaction, an
original issue discount of $1,000,000 was recorded. Approximately
$17,000 of the discount is amortized into interest expense monthly
during the 1998 fiscal year.
Interest on the Senior Subordinated Notes is 10% per annum for the first
year, payable quarterly, and increases by one percent each year during
the term of the Notes. As of December 31, 1997 the interest rate was
10%. At the option of the Company, interest payments due can be
converted to debt under the same terms as the original principal. During
the six month period ended December 31, 1997, the Company converted
interest due of $358,000 to long term debt.
On February 11, 1999 the Investors agreed to convert all of the Private
Placement and accrued interest totaling $7,296,000 to Series A Preferred
Stock ("Preferred Stock") effective July 1, 1998. The Preferred Stock
will have an aggregate allocation amount (the "Allocation Amount") of
$15,000,000 for the purposes of liquidation priority and dividends. The
Preferred Stock will bear an annual 8% cumulative dividend if and when
declared by the Board of Directors. The Allocation Amount will increase
by the amount of any dividends not declared for payment by the Company.
The Preferred Stock has no mandatory redemption or voting rights and is
not convertible into Common Stock. As a result of the conversion, the
Company recorded an additional loss of $1,355,000 related to the write
off of the deferred debt cost related to the Private Placement.
On December 17, 1997, the Company obtained $3.75 million in financing
from BankBoston and used the proceeds to, among other things, acquire
all of the outstanding common stock of Advanced Tank Certification, Inc.
(ATC), pursuant to stock purchase agreements between the Company and all
of the shareholders of ATC. The ATC acquisition was accounted for using
the purchase method.
3. Inventory consists of tank gauge equipment and is accounted for using
the weighted average method.
4. Included in interest expense on the Statements of Operations is
amortization of deferred debt costs. These amounts are shown as
depreciation and amortization on the Statements of Cash Flows.
5. Certain amounts for the prior period have been reclassified to conform
to the current quarter presentation.
6. Due to the Company's loss position, diluted net loss per share is the
same as basic earnings per share as the result would be antidilutive.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED
TO THE THREE MONTHS ENDED DECEMBER 31, 1997
In the second quarter of fiscal 1999 the Company reported a net loss of
$38,000 as compared to a net loss of $498,000 for the corresponding quarter
of the preceding year. This decrease in loss is primarily attributable to a
decrease in interest expense and an increase in sales. Interest expense
decreased 65% to $117,000 from $335,000. This decrease is a result of the
conversion of the Private Placement to Preferred Stock effective July 1,
1998. The conversion resulted in less interest and amortization related to
intangibles, which was included in interest in the prior year. Sales for the
quarter were $1,651,000 compared with $1,521,000 in the prior year. Sales
increased approximately 9% as the December 22 EPA deadline approached. These
requirements require, among other things, some form of permanent monthly
monitoring of underground storage tanks. In addition, additional customers
were added while the Company maintained costs related to analyzing data. The
Company has also achieved higher sales of its Extreme (TM) and SIRSend (TM)
software and tank gauges. The software has a very high gross margin as there
are few costs directly attributable to the installation and implementation.
These factors resulted in a 63% gross margin, up from 51% in the prior year.
Selling, general and administrative expenses decreased by 11% due to the
reduction of expenses incurred in the prior year related to the merger of
USTMAN Industries, Inc. and Watson General Corporation and the Advanced Tank
Certification, Inc. acquisition. These expenses consisted primarily of fees
for relocating offices, severance of terminated employees, exit costs,
attorneys' fees, and accounting fees. All operations were integrated as of
June 30, 1998 eliminating duplication of costs and resulting in more
efficient operations. Management believes the selling, general and
administrative expenses will continue throughout the fiscal year at the
lower level.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED
TO THE SIX MONTHS ENDED DECEMBER 31, 1997
The Company reported a net loss of $1,441,000 or $0.07 per share as compared
to a net loss of $1,046,000 or $0.05 per share for the corresponding period
of the prior year. The write off of deferred debt cost related to the
Private Placement in the amount of $1,355,000 in the first quarter of the
fiscal year significantly contributed to the year to date loss. The Company
wrote off certain intangible assets related to the Private Placement when,
effective July 1, 1998, the Investors agreed to convert the Private
Placement Notes to Preferred Stock. In addition, interest expense decreased
as a result of the conversion. Not only did the Company incur less interest,
amortization of the intangible assets related to the Private Placement which
in prior year was included in interest expense was eliminated.
Sales increased approximately 3% compared to prior year, this is a result of
an increase in the customer base as the December 22 EPA deadline approached
and increases in software and tank gauge sales. The increase in year to date
sales is not as great as the quarterly results due primarily to the sale of
Toxguard Fluid Technologies, Inc. ("Toxguard") which was divested as part of
the Company's strategic plan in January 1998. The Company's strategic plan
calls for it to reposition itself in pursuit of its most significant market
opportunity, leak detection/monthly monitoring of underground storage tanks.
The increase in customers and software and tank gauge sales in the second
quarter exceeded the prior quarters decrease.
General and administrative expenses decreased by 29%. This is a result of
the elimination of expenses related to the merger of USTMAN Industries, Inc.
and Watson General Corporation and the Advanced Tank Certification, Inc.
acquisition. These expenses consisted primarily of fees for relocating
offices, severance of terminated employees, exit costs, attorneys' fees, and
accounting fees. All operations were integrated as of June 30, 1998
eliminating duplication of costs and resulting in more efficient operations.
7
<PAGE> 8
FINANCIAL CONDITION AND LIQUIDITY
At December 31, 1998 the Company's current liabilities exceeded current
assets by $727,000 compared to $636,000 at June 30, 1998. This is a result
of the current portion of long term debt on the BankBoston term loan. The
Company's business does not require material ongoing capital expenditures.
The Company's management believes that it has adequate resources for the
next twelve months of operations.
The Company is not in compliance with the net tangible assets/market
capitalization/net income requirement for continued listing on the Nasdaq
Stock Market. Nasdaq has agreed to a hearing before a Qualifications Panel
of Nasdaq to consider the Company's status.
Except for historical information contained herein, the statements in this
report are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the actual results in future periods to differ materially
from forecasted results. These risks and uncertainties include, among other
things, product demand, customers' strategies regarding the December 22,
1998 EPA compliance requirements, and market competition.
YEAR 2000 ASSESSMENT
The following disclosure is made pursuant to the Year 2000 Information and
Readiness Disclosure Act. The following disclosure originated from the
Company and concerns (1) assessments, projections, or estimates of Year 2000
processing capabilities; (2) plans, objectives or timetables for
implementing or verifying Year 2000 processing capabilities; (3) test plans
dates or results; and/or (4) reviews and comments concerning Year 2000
processing capabilities as defined by the Act.
The Company has assessed Year 2000 compliance matters and has determined
that it has potential for exposure regarding Year 2000 compliance in three
areas of its internal and external business activities. These areas include
(1) its own internal hardware and software systems which are utilized to
process and provide the Company's operations and accounting information, (2)
the hardware and software systems it has provided to its clients for
automation of the SIR process and (3) clients' hardware and software systems
which are utilized to provide data to the Company. The following discusses
management's assessment of those risks and the steps it is taking to
minimize them.
Internal hardware and software
Over the last three years, the Company has purchased computers, servers and
other equipment which are certified by the vendor as being Year 2000
compliant. Because of this, the telephone system, servers and the majority
of the Company's workstations are Year 2000 compliant. As of September 30,
1998, the Company has gathered an inventory of current revisions needed on
older workstations. Those computers which were not compliant will be
thoroughly tested in the upcoming months and have the needed revisions by
December 31, 1999.
The Company's software consists primarily of three distinct areas: network
operating system, commercial software and proprietary software. The network
operating system has been certified by the vendor to be Year 2000 compliant
subsequent to the completion of certain patches which the Company completed
applying as of September 30, 1998. The commercial software the Company runs
is very diverse. The Company has identified over thirty types of commercial
software that are currently used both internally and externally. Over the
next five months, the Company will contact the manufacturers to determine if
the software is Year 2000 compliant. For those software packages which will
not be Year 2000 compliant, the Company will make a determination to either
replace the software with a different vendor or continue to use the software
in a "quarantined" environment. Until responses from all vendors are
received, it is not
8
<PAGE> 9
possible to estimate costs associated with the new software. However it is
not anticipated that any new software other than that discussed below will
be a material capital expenditure. All assessments required and the related
determinations are expected to be made prior to June 30, 1999. The Company
will contract for the replacement of its accounting and information computer
software. One criterion in the selection of the new accounting software will
be a warranty that the software is Year 2000 compliant. Management is
currently evaluating systems. It is estimated that the system will be
installed and functional by August 1999. The cost of this system is expected
to be approximately $50,000 including software, hardware and implementation
expense. The Company runs internal software developed by the Company's
software engineers. The Company does not believe that the software code will
have to be rewritten or recompiled because most of the software is simply a
front end to well known commercial software which has Year 2000 compliance
built into the core software.
In order to ensure that all software and hardware will function properly in
the Year 2000, the Company has planned to construct a separate testing
facility. This facility will be dedicated entirely to Year 2000 testing on
live customer data. This facility will have a server and other hardware to
mirror the Company's. The Company plans to set the internal date at this
facility to December 31, 1999 and run analysis for two months to verify that
no Year 2000 issues occur as the clock approaches, reaches and passes the
century mark. The equipment has been purchased for this facility and the
facility is expected to be in use some time after March 1999.
Hardware and software provided to customers
Over the past couple of years, the Company has provided to its customers
Extreme(TM), TankTrax(TM), and SIRSend(TM) software for use by its customers
in providing data to the Company. The Company has tested and believes the
Extreme(TM) software is Year 2000 compliant but the TankTrax(TM) and
SIRSend(TM) software packages are not. The Company believes the TankTrax(TM)
software can be corrected with few programming changes. The Company is
currently evaluating the specific changes needed. The Company has obtained,
but not applied, the programming revision needed for the SIRSend(TM)
software. These revisions are expected to be complete by June 30, 1999.
Because the Company's software engineers will do these revisions, the cost
to the Company is expected to be minimal.
In addition to software the Company has furnished computer equipment to run
the above-mentioned software and tank gauges. The Company believes all
computer equipment sold to current customers is Year 2000 compliant. The
Company has made provisions with customers so that the Company will not be
responsible for any Year 2000 issues due to customers moving the proprietary
software from the machine provided by the Company to other equipment without
the signed consent of the Company. The Company has obtained a written
warranty from the manufacturer of its tank gauge that the tank gauge is Year
2000 compliant.
Clients' hardware and software
In order to assess the preparedness of its customers, the Company requested
that its top two hundred customers complete a Year 2000 survey to determine
the status of Year 2000 compliance of the customers' software and the data
provided to the Company. The Company has received several responses and is
currently evaluating the survey responses. The Company does not believe that
any data received either electronically or in hard copy which is not Year
2000 compliant will have a negative affect on the systems, but may affect
services provided due to additional manual labor required to correct
problems with the data. The Company will be working closely with its
customers known to generate data from legacy equipment which is not Year
2000 compliant to determine what the customers' own Year 2000 compliance
program encompasses. The Company believes by working together with these
customers potential problems will be avoided.
9
<PAGE> 10
\
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description of Document
-------------- -----------------------
Exhibit 27 Financial Data Schedule
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
USTMAN TECHNOLOGIES, INC.
(Registrant)
Date: 2/12/99 By /s/ DAN R. COOK
--------- -----------------------------------
Dan R. Cook
President and CEO
Date: 2/12/99 By /S/ HEATHER MURPHY
--------- -----------------------------------
Heather Murphy
Controller
10
<PAGE> 11
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 24,000
<SECURITIES> 0
<RECEIVABLES> 1,193,000
<ALLOWANCES> 0
<INVENTORY> 166,000
<CURRENT-ASSETS> 1,508,000
<PP&E> 506,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,916,000
<CURRENT-LIABILITIES> 2,235,000
<BONDS> 0
0
8,676,000
<COMMON> 12,810,000
<OTHER-SE> (16,505,000)
<TOTAL-LIABILITY-AND-EQUITY> 9,916,000
<SALES> 1,651,000
<TOTAL-REVENUES> 1,651,000
<CGS> 613,000
<TOTAL-COSTS> 959,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 117,000
<INCOME-PRETAX> (38,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,000)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
