<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
For the Quarter Ended Commission File
August 31, 2000 Number 0-19796
AIRTECH INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in charter)
Wyoming 98-0120805
-------------------- ------------------
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
15400 Knoll Trail, Ste 200
Dallas, Texas 75248
(address of Principal Executive Offices)
972-960-9400
(Registrant's telephone number including area code)
Check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the exchange Act 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
--- ---
The Registrant has 22,367,740 shares of common stock,
par value $0.05 per share issued and outstanding as
of August 31, 2000.
Traditional Small Business Disclosure Format
Yes X No
--- ---
<PAGE>
Airtech International Group, Inc.
Table of Contents
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
<S> <C>
Item 1. Airtech International Group, Inc.
Financial Statements (Unaudited)
Balance Sheet as of August 31, 2000 and 1999 3
Statement of Operations for the three months
ended August 31, 2000 and 1999 5
Statement of Cash Flows for the three months
ended August 31, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities None
Item 3. Defaults upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K None
SIGNATURE PAGE 14
</TABLE>
<PAGE>
[LETTERHEAD OF TURNER, STONE & COMPANY]
INDEPENDENT ACCOUNTANT'S REPORT
Board of Directors and Stockholders
Airtech International Group, Inc.
and subsidiaries
Dallas, Texas
We have reviewed the accompanying consolidated balance sheet of Airtech
International Group, Inc. and subsidiaries as of August 31, 2000 and the
related statement of operations stockholders' equity and cash flows for the
three months then ended. These consolidated 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 August 31, 2000 consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.
/s/ Turner, Stone & Company, LLP
Certified Public Accountants
October 20, 2000
<PAGE>
Part 1-Financial Information
Item 1 Financial Statements
AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
August 31, 2000 AND AUGUST 31, 1999
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS 2000 1999
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<S> <C> <C>
Cash $302,169 $20,106
Trade accounts receivables, net of allowance
for doubtful accounts of $20,000 and $20,000 540,096 292,139
Other 87,135
Notes receivable, current portion 437,250 -
Inventory 1,330,198 242,665
Prepaid expenses and other assets 82,823 -
--------- -------
Total current assets 2,692,536 785,795
PROPERTY AND EQUIPMENT - net of accumulated deprec-
iation of $182,374 and $219,758 respectively 176,290 80,327
NOTES RECEIVABLE - net of current portion, net of
Allowance for doubtful accounts of $0 and $0,
respectively 1,125,000 431,250
OTHER ASSETS
Goodwill, net of $40,810 and $81,621 of accum-
ulated amortization,respectively 102,432 162,155
Intellectual properties, net of $153,300 and 933,597 1,010,195
$45,060 of accumulated amortization,
respectively
Other, Prepaid Royalties 361,981 515,208
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Total other assets 1,398,010 1,687,558
--------- ---------
$5,391,836 $2,984,930
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2000 AND AUGUST 31, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CURRENT LIABILITIES
Notes payable - current portion $ 277,185 $ 277,185
Accounts payable, trade 554,990 704,209
Advances from officers 210,338 216,488
Accrued payroll and payroll taxes 457,134 357,644
Other accrued expenses 488,938 373,622
----------- -----------
Total current liabilities 1,988,585 1,929,148
LONG-TERM LIABILITIES
Notes payable
Deferred revenue 340,000 400,000
Product Marketing Obligation 430,000 405,000
Convertible Debenture 2,600,000 -
----------- -----------
Total long-term liabilities 3,370,000 805,000
Total liabilities 5,358,585 2,734,148
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Series M cumulative, convertible preferred,
990,625 and 1,143,750 respectively;
outstanding,liquidation preference of $1.00
per share 991 1,144
Common stock - $.05 par value, 50,000,000
shares authorized, 22,367,740 and 14,654,332
shares issued and outstanding,respectively 1,118,387 732,716
Additional paid-in capital 7,893,981 5,686,575
Retained deficit (8,980,108) (6,169,653)
----------- -----------
Total stockholders' equity 33,251 250,782
----------- -----------
$ 5,391,836 $ 2,984,930
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31,2000 AND AUGUST 31,1999
<TABLE>
<CAPTION>
REVENUES 2000 1999
---- ----
<S> <C> <C>
Product sales $ 518,637 $ 345,441
Franchisee fees - 15,000
----------- -----------
Total revenues 518,637 360,441
COSTS AND EXPENSES
Salaries and wages 340,650 169,295
Research and Development 75,250 46,875
Cost of sales 284,472 322,549
Advertising 123,604 24,640
Depreciation and amortization 78,187 38,473
Other general & administrative expense 250,505 67,793
----------- -----------
Total costs and expenses 1,152,668 669,625
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LOSS FROM OPERATIONS (634,031) (309,184)
Interest expense (62,610) (18,596)
----------- -----------
NET LOSS BEFORE INCOME TAXES (696,641) (327,780)
Income taxes _ _
----------- -----------
NET LOSS $ (696,641) $ (327,780)
=========== ===========
LOSS PER COMMON SHARE - BASIC $ (0.03) $ (0.02)
=========== ===========
LOSS PER COMMON SHARE - DILUTED $ (0.03) $ (0.02)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (696,641) $ (327,780)
Adjustments to reconcile net income to cash
Depreciation and amortization 78,187 38,473
Stock payments to employees and consults 211,950
Changes in operating assets and liabilities
Accounts receivable (270,125) (195,324)
Inventory (791,246) -
Accounts payable 294,880 194,016
Accrued expenses 80,045 56,963
Other Receivables 50,000 (20,000)
----------- -----------
Net cash used in operating activities (1,254,900) (286,078)
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for other assets (35,789) -
----------- -----------
Net cash used in investing activities (35,789)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 106,798 -
----------- -----------
Net cash provided by financing activities (106,798)
DECREASE IN CASH (1,185,477) (41,702)
----------- -----------
CASH, BEGINNING OF PERIOD 1,487,646 61,808
=========== ===========
CASH, END OF PERIOD $ 302,169 $ 20,106
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC.
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Airtech International Group, Inc. (the Company), formerly Interactive
Technologies Corporation (ITC), was incorporated in the state of Wyoming on
August 8,1991. As of May 31, 1998, in connection with the acquisition discussed
below, the Company manufactures and sells a full line of air purification
products.
On May 31, 1998, the Company acquired all of the outstanding common stock
shares of Airtech International Corporation (AIC), which through its
subsidiaries manufactures and sells various air filtration and purification
products. The total purchase price of $22,937,760 was funded through the
issuance of 10,500,000 shares of common stock valued at $.625 per share, the
issuance of 11,858,016 shares of Series A convertible preferred stock shares
valued at $.625 per share and the issuance of $9,000,000 of convertible
debentures.
However, because these convertible securities were converted into common stock
within two months following acquisition, the shareholders of AIC obtained
control of the company. As a result, AIC became the acquiror for financial
reporting purposes.
The transaction was accounted for using the purchase method of accounting with
AIC for accounting and reporting purposes the acquiror. Accordingly, the
purchase price of the net assets acquired has been allocated among the net
assets based on their relative fair value of zero.
Principles of consolidation
The accompanying consolidated financial statements include the general accounts
of the Company and its subsidiaries, AIC, Airsopure, Inc., Airsopure
International Group, Inc. and McCleskey Sales and Service, Inc.,(dormant) each
of which has a fiscal year ended May 31, and AIC's investment in Airsopure
999LP, a Texas Limited Partnership with a December 31 year end. All material
intercompany accounts and balances have been eliminated in the consolidation.
Turner, Stone & Company, the Company's independent accountants, have
performed limited reviews of the interim financial information included
herein. Their report on such reviews accompanies this filing.
Amortization
Intellectual property is allocated to the Company's air filtration products
based on expected sales as a percent of total sales by product. The Company
records amortization beginning when the product is initially inventoried for
sale. Amortization is recorded ratably over a ten-year term.
Goodwill recorded in the financial acquisition of ITC, is being amortized under
the straight-line method over 50 years.
<PAGE>
A prepaid royalty fee, paid pursuant to a December 1995 agreement and related to
the Company's portable medical unit, is being amortized using the straight-line
method over 24 months beginning January 2000.
Inventories
Inventories are carried at the lower of cost or net realizable value (market)
and include component parts used in the assembly of the Company's line of air
purification units, filters and finished goods comprised of completed products.
The costs of inventories are based upon specific identification of direct costs
and allocable costs of direct labor, packaging and other indirect costs.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation of property and equipment is currently being provided by straight
line and accelerated methods for financial and tax reporting purposes,
respectively, over estimated useful lives of five years.
Product marketing obligation
Product marketing obligations pursuant to Statement of Financial Accounting
Standards, "SFAS" No. 68, the Company has recorded funds raised in an
arrangement to develop, produce and market the Model S-999 as a product
marketing obligation.
Revenue recognition
Revenues from the Company's operations are recognized at the time products are
shipped or services are provided. Revenue from franchise sales are recognized at
the time all material services relating to the sale of a franchise have been
performed by the Company.
Management estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash flow
For purposes of the statement of cash flows, cash includes demand deposits,
short term cash equivalent investments and time deposits with maturities of less
than three months. None of the Company's cash is restricted.
<PAGE>
Loss per share
The basic and diluted loss per share are based upon 21,647,192 and 14,654,332,
respectively, weighted average shares of common stock outstanding over the three
month period ending August 31, 2000 and 1999. No effect has been given to the
assumed conversion of convertible preferred stock, convertible debentures and
the assumed exercise of stock options and warrants as the effect would be
antidilutive.
Convertible debentures (6%)
On February 22, 2000, we entered into a securities purchase agreement with PK
Investors LLC ("PKI") to raise up to $5,000,000 through the sale to PKI of up to
$5,000,000 in principal amount of our 6% Convertible Debentures ("Debentures")
and Warrants to purchase up to 500,000 shares of our Common Stock ("Warrants").
Upon execution of the securities purchase agreement, PKI purchased $2,500,000 in
principal amount of the Debentures and Warrants to purchase 250,000 shares of
Common Stock for a purchase price of $2,500,000. Under the terms of the
securities purchase agreement, the Company also issued to PKI a Conditional
Warrant to purchase the remaining $2,500,000 in principal amount of Debentures
and the remaining Warrants to purchase 250,000 shares of our Common Stock. The
Debentures, Warrants, and Conditional Warrant were sold and issued to PKI in a
private transaction exempt from registration under Section 4 (2) of the
Securities Act of 1933.
Convertible Debentures (12%)
During the year ended May 31, 2000, the Company issued $350,000 of convertible
debentures maturing on September 1, 2004. Interest is payable at 12%
semi-annually. The debentures are convertible at the holder's option at any time
beginning one year after issuance at a conversion price of $1.00 per share. The
debentures include warrants to purchase 350,000 common shares at a price of
$2.00 per share. The warrants expire two years from the date of issuance.
Convertible Preferred Stock
During the year ended May 31, 1998, the Company, from the 5,000,000 shares,
authorized, issued 1,143,750 of convertible preferred stock for $1 per share.
The shares have a par value of $.001, do not pay dividends, are convertible at
the holder's option for one share of the Company's common stock, and receive up
to 20%, if totally subscribed, of the gross proceeds from the Company's sales of
its portable individual air purifier for a two-year period. As of August 31,
2000 and 1999, there were 990,625 and 1,143,750 shares of preferred stock
outstanding, respectively.
COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company is currently obligated under noncancellable operating leases for its
Dallas office and warehouse facilities which expire in December 2003.
Minimum future rental payments required under the above operating lease is as
follows.
<PAGE>
<TABLE>
<CAPTION>
Year ending May 31
<S> <C>
2001 $ 106,275
2002 73,566
2003 16,080
2004 9,380
------------------
$ 205,301
==================
</TABLE>
Financial instruments
The Company's financial instruments consist of its cash, accounts and notes
receivable, and trade payables.
Cash
The Company maintains its cash in bank deposit and other accounts, which, at
times, may exceed federally insured limits. The Company invests excess cash not
required for operations in US Treasury repurchase agreements in connection with
its cash management account with its primary bank. The Company has not
experienced any losses in such accounts, and does not believes it is subject to
any credit risks involving its cash.
Accounts and notes receivable, trade
The Company accounts and notes receivables are unsecured and represent sales not
collected to date. Management believes these accounts and notes receivables are
fairly stated at estimated net realizable amounts.
Stock options and warrants
Through the quarter ended August 31,2000 and 1999, the Company has issued
various stock options and warrants to employees and others and uses the
intrinsic value method of accounting for these stock options. Compensation cost
for options granted has not been recognized in the accompanying financial
statements because the amounts are not material and its exercise price exceeded
the common stock fair market value at the date of option. The options and
warrants expire between September 2000 and February 2003 and are exercisable at
prices from $0.20 to $10.00 per option or warrant. Exercise prices were set at
or above the underlying common stock's fair market value on the date of grant.
Part I. Item 2. MANAGEMENT DISCUSSION AND ANALYSIS
The Company restated and re-filed its Financial Statements for the
year ended May 31, 1999 and the comparable period ending May 31, 1998 in
conformance with the reverse merger with ITC. The Company originally filed
the May 31, 2000 10-K/SB and August 31, 2000 financial statements
incorporating this reverse merger. The August 31, 1999 comparable period
financial statements were also restated to reflect the reverse merger.
<PAGE>
1. Results of Operations
Revenues
The Company's Revenues increased forty-four per cent or
$158,196 to total $518,637 for the three months ended August 31, 2000
as compared to $360,441 for the three months ended August 31, 1999.
Included in the revenue number are the sales of air purification
products through the Company's franchise consumer stores. The total
product sales increased $173,196 over the comparable period. Sale of
franchise fee revenue decreased $15,000 over the comparable three-month
period. The sale of franchises increased by eight in number, however,
the sale of franchise territories were made with no fee income to jump
start the new franchise sales.
Costs and Expenses
The Cost of sales decreased $38,077 to $284,472 even though
sales of product increased $173,196. This is a decrease of cost of
sales as a percentage of product sales from 93% to 55% for the three
months ended August 31, 1999 and August 31, 2000 respectively.
As a result of the Company operating four franchise stores
during the three months ended August 31, 2000, the salaries and wages
expense and other general and administrative expenses increased
compared to the comparable three months ended August 31, 1999 where
there were no Company operated franchise stores. As of September 1,
2000 the Company has sold two of the four Company stores to third
parties and consolidated the two stores located in Dallas, Texas.
Salaries and wages increased $171,355 to $340,650 for the three months
ended August 31, 2000 compared to the three months ended August 31,
1999. The wages increased due to additional corporate personnel in the
franchise sales support area and the staff expenses for the Company
owned stores. Other general and administrative expenses also increased
$182,712 to $250,505 for the three months ended August 31, 2000
compared to the three months ended August 31, 1999. The increase is
attributable to the costs of the Company owned store overhead costs
as well as general corporate legal and accounting increased expenses.
Research and development increased $28,375 to $75,250 for the
three months ended August 31, 2000 compared to the three months ended
August 31, 1999. This increase was due to the development and testing
of the Company's new in-line product the Model S-30.
Likewise, the increase in advertising and promotional expenses
increased $98,964 to $123,604 for the three months ended August 31,
2000 as compared to the similar three months in 1999. The increase is
due to the advertising for the franchise consumer products and the new
Model S-30.
Depreciation and amortization increased $39,714 to $78,187 for
the three months ended August 31, 2000 compared to the $38,473 in
expense for the three months ended August 31, 1999. This increase is
due to the amortization of the Prepaid Royalties that was not required
in 1999.
Interest Expense
<PAGE>
Interest expense increased $44,014 to $62,610 for the three
months ended August 31, 2000 as compared to the $18,596 in interest
expense for the three months ended August 31, 1999. This increase is
due to the interest expense for the Convertible Debentures of
$2,600,000 outstanding during this three-month period compared to no
debenture interest for 1999.
In total, the net loss for the three months ended August 31,
2000 of $696,641, or $.03 per share is 112%, or $.01 per share greater
than the $327,780, or $.02 per share net loss for the three months
ended August 31, 1999.
2. Liquidity and Capital Resources
During the three months ended August 31, 2000, the Company
continued to finance operations with the proceeds of private placements
of securities completed and received in February 2000, and long term
vendor payout schedules. During February 2000, the Company consummated
a $5,0000 Convertible Debenture sale with $2,500,000 invested to date,
to a New York City investment company. The debenture holder may
exercise the conditional warrant at any time prior to December 22,
2000. We can not assure you that the holders will exercise the
conditional warrant. The Company also has sold privately $350,000 of
12% Convertible Debentures during the previous fiscal year. The Company
has invested the proceeds in inventory, trade receivables and cash. The
Company expects to sell up to $5,000,000 in similar Private sale
convertible debentures and consummate an additional $2,500,000 to
$10,000,000 in convertible debentures or common stock based long-term
lines of credit, whichever is the most advantageous to the Company. The
Company has also started the sale of franchises for its consumer
products. The sale of the projected 50 to 100 franchises over the next
12 months could result in up to $1,875,000 in franchise fees for the
Company. A total of eight franchises have been sold as of August 31,
2000 along with the one Company store. The Company feels that these
resources along with increased sales of products, will enable the
Company to aggressively pursue the indoor air purification market with
adequate funding.
The Company does not have any plans for major capital outlays
over the next 12 months. Any increased expenditure will be based on
customer demand or made to order products thereby resulting in
predictable payoff periods.
Certain statements in this Form 10-QSB constitute
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995 (the "Act"). The words "believe,"
"expect," "anticipate," "intend," "estimate," and other expressions which are
predictions of or indicate future events and trends and which do not relate to
historical matters identify forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements and to note that
they speak only as of the date hereof. Although forward-looking statements
reflect management's good faith beliefs, reliance should not be placed on
uncertainties and other factors, which may cause the actual results,
performance, or achievements of the Company to differ materially from
anticipated future results, performance, or achievements expressed or implied by
such forward-looking statements. The Company undertakes
<PAGE>
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1
Legal Proceedings
The company has been named as a defendant in a number of
lawsuits arising in the ordinary course of business. In some of these cases a
judgment was rendered against the Company. The Company has answered these
routine causes of action where appropriate, negotiated settlements where
appropriate negotiated settlements where appropriate and agreed to a payment
schedule with respect to others. The Company has fully reserved for these claims
and causes of action in our consolidated financial statements in the aggregate
amount of $28,000.
In 1997, the Company was also named as a defendant in a cause of action
styled LLB REALTY, L.L.C. V INTERACTIVE TECHNOLOGIES, CORP., Cause No.
MER-L-1534-97, in the Superior Court of New Jersey, Mercer County. The complaint
alleges damages relating to a lease agreement entered into by the Company for
office facilities in New Jersey. The Company never occupied the space based upon
the plaintiff (lessor) failing to finish out the space pursuant to the Company's
specifications. The complaint alleges damages of approximately $607,000 for
remaining lease payments, finish-out costs and lost revenues. Although the
Company is currently in negotiations for a favorable settlement relating to the
complaint, the outcome of these negotiations is uncertain. The Company
established a reserve in our consolidated financial statements in the amount of
$200,000 in anticipation of a settlement.
The Company is also a defendant in a lawsuit filed March 2, 2000 called
H.A.A. INC. V. AIRTECH INTERNATIONAL GROUP, INC., Cause No. oo CV-1603 (KMW) in
the United States District Court for the Southern District of New York. The
plaintiff is seeking specific performance of an alleged contract providing for
our sale to the plaintiff of 1,854,386 shares of our common stock for a cash
purchase price of $419,000. The case is in the later stages of discovery and we
intend to vigorously defend against the plaintiff's claims. We have not
established any reserves for this action.
ITEM 2
Changes in Securities, None
ITEM 3
Defaults upon Senior Securities, None
ITEM 4
Submission of Matters To Vote of Security Holders
During the three months ended August 31, 2000 there were no submissions
of matters for shareholders' vote.
ITEM 5
Other Information,None
<PAGE>
ITEM 6
Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K, None
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, and in the capacity as the Registrant's
Chief Executive Officer and Chief Financial Officer, respectively.
Dated: October 20,2000
AIRTECH INTERNATIONAL GROUP, INC.
by: /s/ CJ Comu
----------------------------------------------
Chairman and Chief Executive Officer
by: /s/ James R. Halter
----------------------------------------------
Chief Financial and Accounting Officer
