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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 September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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COMMISSION FILE NUMBER: 0-16011
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UST Liquidating Corporation (f/k/a USTMAN Technologies, Inc.)
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(Exact name of small business issuer as specified in its charter)
California 95-2873757
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
536 Pacific Avenue San Francisco, California 94133
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 989-7770
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Former name, former address and former fiscal year, if changed since last
report:
USTMAN Technologies, Inc.
12265 West Bayaud Avenue, Suite 300
Lakewood, CO 80228
Indicate by check mark whether the issuer (1) has filed all annual, quarterly
and other 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. X Yes No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 13, 2000, were 22,298,598 shares, no par value.
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INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors and Shareholders
UST Liquidating Corporation
We have reviewed the accompanying condensed consolidated balance sheet of UST
Liquidating Corporation and subsidiaries (f/k/a USTMAN Technologies, Inc.) as of
September 30, 2000, and the related condensed consolidated statements of
operations and cash flows for the three-month period then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
November 15, 2000
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UST Liquidating Corporation
Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30,
2000
(unaudited)
------------
<S> <C>
Assets:
Current assets:
Cash and cash equivalents $ 1,887,000
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Total current assets 1,887,000
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Deferred income taxes 585,000
Receivable from purchaser ( net of reserve of $150,000) 1,350,000
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1,935,000
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$ 3,822,000
============
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable $ 81,000
Income tax payable 163,000
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Total current liabilities 244,000
Deferred gain on sale 1,500,000
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Total liabilities 1,744,000
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Shareholders' equity:
Series A preferred stock, no par value; 1,000,000 shares
authorized; none issued and outstanding at September 30,
2000; remaining liquidation preference, $6,298,000 2,078,000
Common stock, no par value; 40,000,000 shares authorized;
22,298,598 shares issued and outstanding at September 30,
2000 11,228,000
Class A common stock, no par value; 15,000,000 shares
authorized, none issued and outstanding --
Class B common stock, no par value; 15,000,000 shares
authorized, none issued and outstanding --
Additional paid-in capital
Accumulated deficit (11,228,000)
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Total shareholders' equity 2,078,000
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$ 3,822,000
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</TABLE>
See accompanying notes.
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UST Liquidating Corporation
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
(unaudited) (unaudited)
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<S> <C> <C>
Net sales $ 1,451,000 $ 1,710,000
Cost of sales 553,000 559,000
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Gross profit 898,000 1,151,000
Selling, general and administrative expenses 1,913,000 958,000
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(1,015,000) 193,000
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Other income (expense):
Gain on sale of assets 7,867,000 --
Interest expense (60,000) (86,000)
Interest income 2,000 1,000
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7,809,000 (85,000)
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Income before income tax expense 6,794,000 108,000
Income tax expense 2,288,000 --
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Net income $ 4,506,000 $ 108,000
============ ============
Basic and diluted net income per share applicable to common
shareholders $ 0.00 $ 0.01
============ ============
Weighted average shares outstanding 22,298,598 19,879,243
============ ============
</TABLE>
See accompanying notes.
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UST Liquidating Corporation
Condensed Consolidated Statements of Cash Flows
Three Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
(unaudited) (unaudited)
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<S> <C> <C>
Operating activities:
Net income $ 4,506,000 $ 108,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 49,000 58,000
Amortization of intangible assets 228,000 228,000
Amortization included in interest expense 16,000 10,000
Decrease in deferred income taxes 2,150,000 --
Gain on sale of assets (7,867,000) --
Loss on sale of equipment -- 1,000
Net changes in operating assets and liabilities 47,000 (46,000)
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Net cash (used in) provided by operating activities (871,000) 359,000
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Investing activities:
Purchase of property and equipment (67,000) (33,000)
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Net cash used in investing activities: (67,000) (33,000)
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Financing activities:
Proceeds from sale of assets 15,115,000
Distributions to shareholders (11,277,000) --
Principal payments on long-term debt (1,750,000) (125,000)
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Net cash provided by (used in) financing activities: 2,088,000 (125,000)
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Increase in cash and cash equivalents 1,150,000 201,000
Cash and cash equivalents, beginning of period 737,000 411,000
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Cash and cash equivalents, end of period $ 1,887,000 $ 612,000
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Supplemental disclosure of non-cash investing and
financing activities:
Sale of Company assets to Veeder Root Service Company:
Assets sold $ 7,943,000
Liabilities assumed by Veeder Root (695,000)
Cash received from Veeder Root (15,115,000)
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Gain on sale $ (7,867,000)
============
</TABLE>
See accompanying notes.
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UST Liquidating Corporation
Notes to Condensed Consolidated Financial Statements
BASIS OF PRESENTATION
The condensed consolidated financial statements of UST Liquidating Corporation
formerly USTMAN Technologies, Inc. (the "Company") included in this Form 10-QSB
have been prepared by the Company without audit. Effective September 21, 2000
holders of the majority of the Company's issued and outstanding common stock
adopted a plan of liquidation, and accordingly the Company revalued its assets
and liabilities to the amounts expected to be collected and paid during the
liquidation period. Although certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted, the Company
believes that the disclosures are adequate to make the information presented not
misleading. The accompanying condensed consolidated financial 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
June 30, 2000.
In the opinion of management, all adjustments necessary for a fair presentation
of the results of operations for the three months ended September 30, 2000 and
1999 consist only of normal and recurring adjustments except for those described
below. The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
Certain amounts for the prior period have been reclassified to conform to the
current quarter presentation.
SALE OF COMPANY ASSETS AND PLAN OF LIQUIDATION
On July 21, 2000, the Company executed the definitive Asset Purchase Agreement
(the "Agreement") with Veeder-Root Service Company ("Veeder-Root"), a
wholly-owned subsidiary of Danaher Corporation (a publicly traded company) to
sell substantially all of the assets of the Company, net of certain liabilities,
to Veeder-Root for $17,158,000, subject to adjustment based on the terms of the
Agreement. Of the total purchase price, $1,500,000 is to be held back by
Veeder-Root to secure indemnity obligations of the Company. One-half of the
holdback is to be paid to the Company on April 1, 2002, and the remaining
portion is to be paid on April 1, 2003. The holdback bears interest at the
prevailing published money market rate available from Citibank in New York City.
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UST LIQUIDATING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SALE OF COMPANY ASSETS AND PLAN OF LIQUIDATION (CONTINUED)
The assets sold by the Company include all assets of the Company and its
subsidiaries except for cash and cash equivalents, the capital stock of the
Company's subsidiaries, and the assets of Toxguard Systems, Inc. (which have no
carrying value at September 30, 2000). In addition, Veeder-Root assumed
substantially all liabilities and obligations of the Company, except those of
Toxguard Systems, Inc., the unpaid principal and accrued interest due under the
Company's credit facility with BankBoston, N.A., the obligation under the Series
A Preferred Stock liquidation preference, and certain other liabilities
including transaction costs incurred in connection with the Veeder-Root
transaction, and income taxes.
On the Closing Date, the total sales price, as adjusted in accordance with the
terms of the agreement, was determined to be $16,614,700, of which $1,500,000
has been held back by Veeder-Root. The holdback bears interest at the prevailing
published money market rate available from Citibank in New York City. Proceeds
of $14,114,700 were used to repay the outstanding term loan and accrued interest
to BankBoston, N.A., pay costs incurred in connection with the Veeder-Root
transaction and partially pay the liquidation preference of the Series A
Preferred Stock. At September 30, 2000, the remaining liquidation preference
amount estimated to be paid to the Series A Preferred shareholders is
$2,078,000. Sagaponack Partners, L.P., a private investment firm based in San
Francisco and New York, and its foreign affiliate, Sagaponack International
Partners, L.P. (collectively, "Sagaponack", or the "Investors") own all of the
Series A Preferred Stock and beneficially own greater than 50% of the Company's
common stock. It is not expected that there will be funds available for
distribution to common stockholders. Any proceeds to be received upon the
release of the held back portion of the sales price are to be used to pay costs
associated with preserving the value of the Company's remaining assets
(primarily proceeds from the sale), to pay costs associated with winding up the
Company's business and to make additional distributions in accordance with the
Series A Preferred Stock liquidation preference.
Upon effecting the transaction with Veeder-Root, the Company no longer has any
ongoing business operations, and subsequent to the Closing Date, the Company
terminated executive management and employee positions. Further, on August 16,
2000, in contemplation of and conditioned upon the closing of the Veeder-Root
transaction, the Company's board of directors unanimously approved a plan of
liquidation (the "Plan of Liquidation"). The Plan of Liquidation provides that
after the Closing Date, the Company will not engage in any business, except for
preserving the value of the Company's remaining assets (primarily proceeds from
the sale) in order to make distributions to the Series A Preferred shareholders
and wind up the Company's business, at which time the Company is to cease to
exist as an operating entity.
EARNINGS (LOSS) PER SHARE
For the three-months ended September 30, 2000, net income available to common
shareholders, used in calculating basic and diluted income (loss) per share,
applicable to common shareholders, is reduced to $0 due to the allocation of the
Series A Preferred Stock distributions in excess of the carrying value of the
Preferred Stock, which represents a return on investment to the preferred
shareholders and a reduction in earnings available to common shareholders.
Basic and diluted net income per share are the same for the three-months ended
September 30, 1999 because the exercise price on options outstanding exceeded
the Company's average price during the three months ended September 30, 1999.
EQUITY
During the three months ended September 30, 2000 and 1999, the Company incurred
$31,000 of stock-based compensation expense.
LITIGATION
On June 8, 2000, a complaint was filed against the Company and certain other
parties, on behalf of certain common shareholders of the Company, alleging that
the Company and other parties breached their fiduciary duty to the Company's
common shareholders in connection with the Veeder-Root sale. A status conference
has been scheduled by the Court for March 2001. The Company intends to contest
this case vigorously, and in the opinion of management, the ultimate resolution
of this matter is not expected to have a material adverse effect on the
Company's financial position, results of operations, or cash flows.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
This report contains certain statements which are "forward looking" statements
under federal securities laws that are based on the beliefs of management as
well as assumptions made by and information currently available to management.
Forward looking statements appear throughout Item 2 of Part I, "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
concerning UST Liquidating Corporation's Financial Condition and Liquidity.
Certain factors could cause actual results to differ materially from those in
the forward-looking statements including without limitation, (i) continuation of
historical patterns of demand for UST Liquidating Corporation's products and UST
Liquidating Corporation's ability to meet demand, (ii) actions by competitors,
including without limitation new product introductions (iii) and general
economic conditions. UST Liquidating Corporation does not intend to update these
forward looking statements.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 1999
On September 21, 2000 the Company closed the sale of substantially all of its
assets to Veeder-Root in accordance with the terms of the definitive asset
purchase agreement executed by the parties on July 21, 2000. Upon the closing of
the sale, the Company ceased day-to-day operations, all of which were assumed by
Veeder-Root. The Company is using the proceeds from the sale, $16,614,700 to pay
(i) all legal, accounting, investment banking and other fees and expenses
related to the transaction, (ii) the repayment in full of $1.7 million in
principal plus accrued interest and other charges of $253,467 to Fleet National
Bank (f/k/a BankBoston), and (iii) partial repayment of the approximately
$17,500,000 liquidation preference with respect to the Company's issued and
outstanding Series A Convertible Preferred Stock. As a consequence, there will
not be any proceeds available for distribution to the holders of the Company's
common stock. $1,500,000 of the sale proceeds are being held back to secure
indemnity obligations and will be released 50% on April 1, 2002 and 50% on April
1, 2003. The Company presently intends to eventually wind up its affairs and
liquidate and dissolve the Company. The Company believes that revenues and
expenses subsequent to the transaction will represent a minimal continuing
impact to the Company.
FINANCIAL CONDITION AND LIQUIDITY
On July 21, 2000, the Company executed the definitive Asset Purchase Agreement
with Veeder-Root to sell substantially all of the assets of the Company, net of
certain liabilities, to Veeder-Root for $17,158,000, subject to adjustment based
on the terms of the Agreement. Of the total purchase price, $1,500,000 is to be
held back by Veeder-Root to secure indemnity obligations of the Company. The
holdback bears interest at the prevailing published money market rate available
from Citibank in New York City. One-half of the holdback is to be paid to the
Company on April 1, 2002, and the remaining portion is to be paid on April 1,
2003.
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The assets sold by the Company pursuant to the Agreement include all assets of
the Company and its subsidiaries except for cash and cash equivalents, the
capital stock of the Company's subsidiaries, and the assets of Toxguard Systems
(which have no carrying value at June 30, 2000). In addition, Veeder-Root is to
assume substantially all liabilities and obligations of the Company, except
those of Toxguard Systems, the unpaid principal and accrued interest due under
the Company's credit facility with BankBoston, N.A., the obligation under the
Series A Preferred Stock liquidation preference, and certain other liabilities
including transaction costs incurred in connection with the Veeder-Root
transaction, and income taxes.
On August 16, 2000, the Company's board of directors unanimously approved a Plan
of Liquidation. The Plan of Liquidation provides that after the sale, the
Company will not engage in any business, except for preserving the net value of
the Company's remaining assets (primarily proceeds from the sale) in order to
make distributions to the Series A Preferred shareholders and wind up the
Company's business, at which time the Company is to cease to exist as an
operating entity.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 8, 2000, a class action complaint was filed by Stourbridge Investments
Ltd. against the Company, Barry S. Rosenstein, Marc A. Weisman, Dan R. Cook,
Danaher Corporation, Veeder-Root Service Company and RSP Capital, L.L.C.
alleging breach of fiduciary duty in connection with the proposed sale of
substantially all of the assets of the Company to Veeder-Root Service Company.
On August 24, 2000, the complaint was amended to including the allegation of
corporate waste, and change the name of plaintiffs and defendants. Specifically,
Joseph Dilillo and David L. Timmons replaced Stourbridge Investments Ltd. as the
named plaintiffs, and David Shapiro, Michael Lerner, Sagaponack Partners, Ltd,
Sagaponack International Partners, L.P. and Sagaponack International Holdings,
LLC had been added as named defendants. In addition, plaintiffs filed a motion
for a preliminary injunction on August 25, 2000. On September 18, 2000 a hearing
with respect to the plaintiff's motion for a preliminary injunction was held in
Los Angeles Superior Court and at such hearing plaintiff's motion was denied. On
November 8, 2000, a hearing was held on a demurrer to plaintiffs' amended
complaint filed by Defendants USTMAN, Rosenstein, Weisman, Lerner, Shapiro,
Cook, RSP Capital, LLC, Sagaponack Partners, Ltd., Sagaponack International
Partners, LP, and Sagaponack International Holdings, LLC. The Court sustained
the demurrer without leave to amend as to plaintiffs' direct cause of action
against defendants, which was brought as a purported class action on behalf of
all individual shareholders excluding defendants. The Court sustained the
demurrer as to plaintiffs' derivative cause of action brought on behalf of the
corporation, but allowed plaintiffs 20 days leave to amend the complaint. The
Court set a further status conference on this matter on March 12, 2001.
ITEM 5. OTHER INFORMATION
In accordance with its post-closing obligations under the Agreement, on October
12, 2000, the Company amended its articles of incorporation to change its name
from "USTMAN Technologies, Inc." to "UST Liquidating Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
10
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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.
UST LIQUIDATING CORPORATION
(Registrant)
Date: 11/17/00 By /s/ Marc A. Weisman
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Marc A. Weisman
Director
Date: 11/17/00 By /s/ Barry S. Rosenstein
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Barry S. Rosenstein
Director
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EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule
