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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ________
COMMISSION FILE NUMBER: 1-12694
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SOLIGEN TECHNOLOGIES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
WYOMING 95-4440838
(STATE OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
19408 LONDELIUS ST., NORTHRIDGE, CALIFORNIA 91324
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (818) 718-1221
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SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK WITHOUT PAR VALUE NONE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
NONE
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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. YES [X] NO [
]
CHECK IF DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]
THE ISSUER'S REVENUES FOR THE FISCAL YEAR ENDED MARCH 31, 2000 WERE
$7,153,000.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE
BID AND ASKED PRICE OF SUCH STOCK, AS OF JUNE 16, 2000 WAS APPROXIMATELY
$12,507,000
AS OF JUNE 16, 2000, THERE WERE 36,383,054 SHARES OF COMMON STOCK, NO PAR
VALUE, OUTSTANDING.
THE INDEX TO EXHIBITS APPEARS ON PAGE 16 OF THIS DOCUMENT.
--------------
DOCUMENTS INCORPORATED BY REFERENCE
THE REGISTRANT HAS INCORPORATED INTO PART III OF THIS FORM 10-KSB BY
REFERENCE PORTIONS OF ITS PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF
SHAREHOLDERS.
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SOLIGEN TECHNOLOGIES, INC.
FORM 10-KSB
FOR THE YEAR ENDED MARCH 31, 2000
TABLE OF CONTENTS
PAGE
PART I
Item 1. Description of Business ...................................... 1
Item 2. Description of Properties .................................... 8
Item 3. Legal Proceedings ............................................ 8
Item 4. Submission of Matters to a Vote of Security Holders .......... 8
PART II
Item 5. Market for Common Equity and Related Stockholder Matters ..... 9
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................... 9
Item 7. Financial Statements .......................................... 15
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure .................................... 15
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ........... 16
Item 10. Executive Compensation ........................................ 16
Item 11. Security Ownership of Certain Beneficial Owners
and Management .............................................. 16
Item 12. Certain Relationships and Related Transactions ................ 16
Item 13. Exhibits and Reports on Form 8-K .............................. 16
Signatures .................................................................. 35
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
THE FOLLOWING DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. SEE
ITEM 6, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS."
The Company is a Wyoming corporation that was organized in 1993. The
Company's wholly-owned subsidiary, Soligen, Inc. ("Soligen"), is a Delaware
corporation that was organized in 1991 and commenced operations in 1992. The
Company's principal executive office is located at 19408 Londelius Street,
Northridge, California 91324, telephone (818) 718-1221. References to the
Company include Soligen Technologies, Inc., its subsidiary and predecessors
unless the context indicates otherwise.
During fiscal 2000, the Company's revenues increased 25% as a result of
increased sales and marketing activities in furtherance of the Company's stated
goals to fully utilize the Company's proprietary DSPC(R) process. By completing
the transition from primarily a supplier of cast and machined prototype parts to
becoming a preferred supplier of short run and bridging production (Parts Now
programs) as well as prototypes, the Parts Now product line revenues increased
72% over fiscal 1999. The Company continues to invest heavily in R&D so as to
accommodate changing industry demands and, as a result, may find it necessary to
continue to raise additional capital in order to fund future expansion and
operations. See Part II, Item 6, "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Sources of Liquidity."
BUSINESS OF COMPANY
MIT granted Soligen an exclusive, world-wide license until October 1,
2006 to develop, manufacture, market and sell products utilizing certain
patented technology and processes for the production of ceramic casting molds
for casting metal parts. The license continues on a non-exclusive basis
thereafter until the expiration of the last patent relating to the licensed
technology. The exclusive period may be extended by mutual agreement of both
parties.
Based upon the MIT patent, the Company developed a proprietary technology
known as Direct Shell Production Casting ("DSPC(R)"), a process that is
distinguished from typical rapid prototype systems that are characterized by the
ability to rapidly produce non functional three dimensional representations of
parts from Computer Aided Design ("CAD") files. The DSPC technology is dedicated
to metal casting; this technology enables the Company to produce functional cast
metal parts thereby providing a substantial competitive advantage over existing
producers by eliminating the need of time and labor spent on patterns and core
boxes.
The Company uses CAD files obtained from customers to produce ceramic
casting molds. Metal is then cast into the ceramic molds at a foundry to yield
metal parts identical to the customer's CAD files. The parts are cast either at
the Company's aluminum foundry, or at other foundries. Since the casting molds
are made directly from the customer's CAD files, the customer is free to
concurrently experiment with different designs or alloys. To better and more
quickly service its customers, the Company has established a Parts Now on-line
service on the Company's interactive Web site (www.partsnow.com) on the
Internet. The Company also joined the automotive Intranet ANX which enables
Soligen direct access to CAD data at the big 3 automotive companies in the USA
and some of their Tier 1 suppliers. Customer's CAD file can also be transmitted
by modem, Internet FTP protocols or delivery of a standard data disk or tape.
DSPC also provides for a paradigm shift by enabling customer's engineers to
postpone the design and/or the fabrication of a production casting tooling that
is normally used for manufacturing a limited number of metal parts. Functional
metal parts provided by DSPC accomplish not only cost savings for the customer's
engineer but will also allow him to functionally test a metal part in the
shortest time possible before going into production. This testing and proof of
design of production tooling with very little chance of error provides
significant time savings which in turn accomplishes a prime goal of the
manufacturer, i.e., the reduction in "Time to Market."
In addition to capitalizing on the advantages of DSPC prototypes and
rapidly produced bridging production, the DSPC system can also produce high
volume production tooling (usually made of steel). Future plans for the
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Company include establishment of rapid response production facilities either
owned by the Company or licensed third parties for small to medium sized runs as
well as a network of alliances or joint ventures with mass production foundries
operating licensed DSPC centers. These DSPC centers will enable mass
manufacturers to better participate in concurrent engineering programs with
their customers together with their ability to cast near net shape production
tooling for efficient manufacturing of production tooling. By establishing these
networks of DSPC centers, the Company will provide manufacturers a seamless
transition from CAD file to finished production parts. This network will operate
under the trade name Parts Now(R). The Company's first rapid response production
facility consists of its aluminum foundry and machine shop located in Santa Ana,
California and a DSPC production center located at the Company's headquarters in
Northridge, California.
CORE TECHNOLOGY
DSPC is based on Three Dimensional Printing ("3DP(TM)"), a technology
invented at the Massachusetts Institute of Technology in Cambridge,
Massachusetts. 3DP automatically generates solid objects directly from CAD files
by selectively bonding together particles of powdered material with a liquid
binder.
By using ceramic materials similar to those traditionally used for high
precision castings, 3DP technology can be applied to directly fabricate a
ceramic casting mold, or "shell." This process is known as Direct Shell
Production Casting.
DIRECT SHELL PRODUCTION CASTING SYSTEM
Soligen's Direct Shell Production Casting system is a computer-controlled
system that generates ceramic casting molds. The geometry of the ceramic casting
mold is generated from the CAD file of the part.
To create a typical cast part, the part is first designed by the customer
using commercially available CAD software. This CAD file is transferred to the
Company, and used to design a casting mold by using proprietary software and
then adding a gating or "plumbing" system for distributing molten metal from a
central pouring cup to the cavities of the casting mold. As with all metal
casting processes, several parts may be cast at once by joining individual molds
with gating into a "tree" or multi-cavity structure. With DSPC, the part or tree
is constructed on the screen of Soligen's CAD system, appearing as a graphical
representation, and where the design may be adjusted as needed to ensure
distribution of the molten metal.
Once a satisfactory mold has been designed, the computer file is used to
automatically generate the mold. The DSPC system includes a bin that contains
powder. The bin is fitted with a piston, which can be moved vertically in
precise increments under computer control. Above the piston is a hopper
containing finely divided ceramic powder. A roller located at the upper edge of
the bin rotates while moving across the powder. Above the bin containing powder
is a continuous-jet printhead. The printhead is supplied with a liquid binder
and is moved across the powder surface under computer control, ejecting tiny
drops of binder downward in a pattern that corresponds to the layer
cross-section of the mold.
The binder bonds the powder particles together. Once a given layer is
completed, the computerized model of the mold is sectioned again, and the cycle
is repeated until all layers of the mold are formed. The ceramic mold is then
fired after which the unbound ceramic powder is removed and the mold then filled
with molten metal. Once the metal has solidified, the mold is broken away, the
gating system is removed, and the cast metal part is then finished (sanded,
machined or sandblasted) and inspected.
A DSPC mold may contain integral ceramic cores, allowing a hollow metal
part to be produced. Virtually any molten metal can be cast in DSPC molds. Parts
have already been manufactured in such materials as aluminum, iron (including
ductile iron), steel, stainless steel, magnesium, brass, bronze, copper, zinc,
cobalt-chrome, and inconel (a high-performance nickel alloy).
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MARKETS
The total annual market size for production of raw metal cast parts is
approximately $120 billion worldwide, according to the American Foundrymen's
Society. The Company concentrates on producing cast metal parts with complex
geometry and core cavities, thin walls and high dollar value per part. Some of
the Company's primary customers include companies in industries such as
automotive, construction equipment, aerospace, and other Original Equipment
Manufacturers ("OEMs"). Customers who could maximize the employment of Soligen's
technological competitive advantage typically consist of companies that
experience rapid rates of technological innovation, frequent design changes, and
requirements to dramatically reduce "time to market." Their products consist of
metal parts that frequently contain complex geometric configurations, especially
in the interior of the part. The Company has focused on five market segments:
o The primary and aftermarket automotive markets with focus on engine
blocks, cylinder heads, transmission cases, steering columns,
manifolds and other cast metal parts with complex core cavities and or
geometry. The Company has established repeat business with Ford Motor
Company, General Motors Corporation, DaimlerChrysler Corporation and
some of their tier 1 and tier 2 suppliers such as Delphi Automotive
Systems and Visteon Automotive Systems.
o The marine, off-road, motorcycle and construction equipment
manufacturers. In this market segment the Company has established
repeat business with Caterpillar, Inc., Deere & Company,
Harley-Davidson Motor Company, Mercury Marine, Inc. and other engine
manufacturers.
o The military and aerospace industries focus on parts with complex
geometry and core cavities. In this market segment the Company has
established repeat business with Boeing, Rockedyne, the US Navy as
well as some of their main suppliers. Presently the Company does not
produce parts that are used for actual flight tests, or for critical
parts for airplanes, since the DSPC is not a flight certified
manufacturing process. The Company has not yet undertaken an effort to
certify its facilities to comply with military and aerospace
specifications.
o The pump, valve and turbine industries with focus on hydraulic,
pneumatic and ground base compressors, turbochargers, turbines and
power generators. The Company has established repeat business with
such companies as Goulds Pump, Inc., Reda, Sulzer Turbo GmbH.,
Capstone Turbine Corporation and others.
o In the fifth market segment the Company includes all other casting
customers with various applications.
DISTRIBUTION
Sales and distribution activities for the Company are managed from the
Company's facilities in California. Direct sales and technical support services
customers locally from offices in Detroit, Michigan, Columbus, Ohio, and
Northridge, California. The Company plans to open additional regional offices,
initially in the U.S. and later, internationally. In certain territories that
are not currently covered by the Company's direct sales staff, the Company has
engaged independent manufacturer's representatives.
The Company launched its Parts Now on-line service during fiscal 1996.
Parts Now on-line is available on the Internet. In addition, the Company joined
the automotive Intranet ANX which gives access to CAD files at Ford, GM,
DaimlerChrysler and some of their tier one suppliers. This service allows the
Company to enter the electronic commerce environment and enables customers to
receive price quotations and order parts electronically.
CURRENT STATUS
In the three years ending fiscal 1995, the Company focused its efforts on
the commercialization of the DSPC equipment. During the development program, the
Company sold and installed developmental DSPC machines as well as several
commercial DSPC 300 machines. Since 1995, the Company has continually enhanced
the performance of the DSPC machines. In January 1995, the Company established
the first DSPC center at the Company's headquarters in Northridge, California.
At present it operates eight DSPC machines. The Company plans to have ten DSPC
machines operational during fiscal 2001.
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INTERNATIONAL
During fiscal 1997, Soligen entered the European market through the license
of a DSPC machine with Centre De Transfert De Technologie Du Mans ("CTTM"). CTTM
formed a consortium with several French companies including Renault, Peugeot,
Snecma, Aerospatiale, Dassault and Thomson Electricite to launch the use of DSPC
within the consortium. CTTM has accomplished its goal of successfully operating
DSPC in France. The parties plan to spin off the DSPC center to a Parts Now
center, i.e., a full manufacturing center. The planned upgrade would include
additional DSPC machines as well as other additional investments. At the present
time the proposed spin off is being negotiated with local groups in Le Mans
France.
INDUSTRY/COMPETITION
For most metal parts, the two major fabrication alternatives are machining
and casting. Machining involves the removal of metal from the surface of a part
or a metal block (billet) using high-speed cutting tools, whereas casting
involves pouring molten metal into a specially-shaped mold and letting it cool
and solidify. Casting is usually used to form parts with complex geometries and
complex internal cavities (which could not be machined due to the lack of access
for the cutting tool). Most of the cast parts are then machined to make them
"ready for assembly."
Except for die casting which is limited to low melting temperature alloys,
casting involves creating a pattern and sometimes core boxes, (collectively
called "tooling" or "casting tools") which are used to create sand or ceramic
molds. The patterns are used to form the cavity for the external shape of the
cast part whereas the core boxes are each used to create a sand object (core)
that reflects a cavity. These cores are then assembled into the sand mold and
together they form the cavity that is to be filled with molten metal. For some
parts having a complex geometry and complex core cavity structure, a sand
casting mold consisting of many sections requires a lengthy assembly process.
Molten metal is poured into these molds and the molds are destroyed after the
metal solidifies. Casting provides geometrical flexibility and allows for the
production of parts from virtually any metal with relatively little material
waste. As volume requirements increase, the casting process followed by
machining becomes the fabrication process of choice since the machining from
billet method incurs costs, which are normally prohibitive.
Metal part designers are heavily constrained by conventional casting
methods, due to long lead times and high costs of production tools (patterns and
core boxes). The main constraint is the need to first produce patterns, or
production tooling, prior to creating a first article part. For cast parts with
complex core cavity structure, this is an expensive and time consuming process,
since the geometry of the part needs to be analyzed and each separate core needs
to be extracted and a proper core box designed and produced. Any design change
in the part is a multi-step process that requires modifying or often redoing the
tooling thereby increasing the probability of making mistakes. The key to
competitiveness in the parts production market is the ability to create the
production tooling (patterns, molds or dies) quickly and cost effectively. One
way to accomplish quick and cost effective tooling is to utilize methods that
will enable the cast parts manufacturer to produce the production tooling once
and correctly on the first attempt. However, since casting requires tooling even
for making a single mold (and therefore casting a single part), the only method
to accomplish this goal is to eliminate the need for casting tools during the
several design cycles. The DSPC technology eliminates the need for patterns and
core boxes. Functional cast parts can be made without tools for testing, thus
enabling foundries to produce casting tools in a timely and cost effective
manner.
To shorten the time to market and remain competitive in an environment of
constant change and innovation, end users of metal parts such as the automotive,
marine, and construction equipment industries and other mass producers, have
started to implement concurrent engineering. In concurrent engineering, the mass
producer is selected at the beginning of the program of designing a new product.
At the same time as the design engineers are designing a new product and
building and testing a prototype, manufacturing engineers, who are working
closely with the selected vendor, are designing the casting production line and
the casting tools. Often, in order to verify the production casting method and
processes, prototype production tools (sometimes referred to as "soft tools")
which are less expensive than production tools, will be made. The experience
gained by using "soft tools" to manufacture prototype castings is also used to
assist the design team in their efforts to lower the production cost of the
part.
The customer expects the part vendor to take responsibility for tool
making, and also demands short run production prior to proceeding with high
volume production, thus forcing the mass producer to produce parts on an
alternate casting line since costs associated with setting up a volume
production line for short runs are prohibitive.
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DSPC, being an automated, patternless casting process that permits the
production of parts without tooling, obsoletes the conventional casting
techniques used to make functional parts. The combination of DSPC technology,
together with traditional casting and machining, perfectly positions the Company
through its Parts Now service to competitively address the growing need for
carrying a new design smoothly from an idea to production. DSPC as part of the
Company's Parts Now service significantly reduces the time to market. By
employing the Company's Parts Now service program, the customer can realize the
following advantages:
o MULTIPLE DESIGN ITERATIONS AT THE SAME TIME AND WITHIN BUDGET
CONSTRAINTS: Designer can rapidly incorporate design changes and
concurrently produce and test several versions of any design.
o THE ABILITY TO TEST DIFFERENT ALLOYS TO OPTIMIZE THE PART'S
PERFORMANCE: Designer can request the same part to be made from
different alloys (which otherwise require a different tool for each
alloy).
o CAD - CASTING: Designer can now elect to use the casting process even
for short runs.
o CASTING PROCESS VERIFICATION: Different gating systems could be
explored without the need to create casting tooling or to commit to a
specific casting technique.
o CASTING TOOL OPTIMIZATION: Design and fabrication of production tools
can be delayed until after the final design is verified.
o TOOLING ITERATIONS: The number of production tooling design and
manufacturing iterations can be reduced and even eliminated and the
goal of designing production tooling directly from the CAD file of the
approved part can be attained.
Since DSPC creates a usable part directly and automatically from the
designer's CAD file, it is the only existing fabrication method in which "what
you see (on the computer screen) is what you get (as a cast part)." Management
believes that by eliminating tooling, this unique ability reduces the
possibility of errors introduced during the course of normal production, thereby
improving process quality.
DSPC is loosely related but significantly different from another technology
called rapid prototyping, pioneered several years ago by 3D Systems, Inc. of
Valencia, California. Rapid prototyping allows the production of
three-dimensional models or prototypes directly from CAD files. DSPC is similar
to rapid prototyping in the sense that a solid object is produced directly from
a computer-generated model. Such models could be used as patterns. However, with
DSPC, ceramic casting molds with integral cores of virtually any shape are
directly generated from CAD designs by a fast, automated process. These molds
are then used to cast metal (such as aluminum or steel) functional parts. In the
case of rapid prototyping, the end product is not a usable part, but a plastic,
wax or paper model or pattern. For metal casting, DSPC provides direct linkage
from CAD to cast metal parts while rapid prototyping, at best, assists pattern
making.
It is management's opinion that the Company's competitive environment
involves foundries, differentiated in accordance with the size of the required
production runs.
Mass production is defined as annual production quantities in excess of a
few thousand identical parts. Industries which require mass production runs
include automotive and consumer product OEM suppliers. Mass production contracts
are generally awarded during the design phase of a part, and include services
ranging from first article parts through toolmaking, short pilot runs and,
ultimately, mass production runs. The Company competes with either captive or
independent short run foundries servicing the mass production foundries that
typically employ traditional toolmakers.
Certain industries, such as aerospace and capital equipment manufacturing,
typically utilize medium scale production vendors. For certain customers in this
category, especially for aerospace companies, certification of compliance with
military and federal aerospace standards are required as a pre-requisite to
become a vendor; this requirement represents a temporary barrier for competing
with foundries who are already certified and approved as vendors to such
companies. Currently the Company is limiting itself to producing non-flight
certified parts.
For relatively small quantities (up to few thousand parts per year) the
Company competes with CNC (computer numerical control) job shops, model makers
and very small job shop foundries providing custom made parts and short
production runs. These competitors must still create tools and patterns for
small quantities of parts.
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The Company believes it offers distinct advantages in all three market
segments due to its ability to provide customers with a higher quality product
in less time, at a lower cost.
RAW MATERIAL AVAILABILITY AND SUPPLIERS
The Company generally attempts to procure materials and components for the
DSPC machine from multiple sources. However, the DSPC printhead, used in the
DSPC machine, is commercially available from a single U.S. ink-jet manufacturer.
The Company believes that if the supplier were to discontinue this line of
printheads, it could develop a printhead using available components from
alternative sources without having a material effect on the DSPC machine cost or
performance.
Raw materials used in the DSPC process are generally available from several
suppliers in the quantities needed. Multiple vendor sources for critical raw
materials and supplies have been established. Additional potential vendor
sources are being identified and qualified on an on-going basis.
The Parts Now service center generally obtains services and supplies for
metal castings from foundries and machine shops in southern California. Multiple
alternative vendor sources have been established over the last year. Multiple
vendor sources have also been established over the prior years for
post-processing of and nondestructive testing of parts. Raw materials for
castings used by Soligen's Santa Ana Division are generally available from
numerous suppliers in the quantities needed. Major suppliers for aluminum
include Alcoa Aluminum and Kaiser Aluminum.
MAJOR CUSTOMERS
During fiscal 2000 and 1999, the Company established repeat business with
companies of different sizes, in different industries and geographical areas.
Among companies with whom the Company has established repeat business are Ford
Motor Company, General Motors Corporation, Visteon Automotive Systems, Daimler
Chrysler Corporation, Meridian Magnesium Products, Honda, Delphi Automotive
Systems, Wright-K Technology, Inc., Kohler Company and Capstone Turbine
Corporation. The Company believes that maintaining and strengthening these
customer relations will play an important role in growing the business. Two
customers represented 16% and 10% and one customer represented 17% of total
revenues in fiscal 2000 and fiscal 1999, respectively. See Note 2 to the
Financial Statements.
PATENTS, TRADEMARKS, LICENSES AND ROYALTIES
Soligen's DSPC process is based on Three Dimensional Printing (3DP(TM)),
which is patented by MIT. Pursuant to the terms of a License Agreement dated
October 18, 1991, and amendments thereto (collectively referred to herein as the
"License"), MIT granted to Soligen the exclusive worldwide license to exploit
its proprietary 3DP technology for the metal casting field of use. Soligen
enjoys the exclusive benefits of the License until October 1, 2006. The License
continues on a non-exclusive basis after October 1, 2006, unless extended by
mutual agreement.
Under the terms of the License, MIT has the responsibility to apply for,
seek prompt issuance of, and maintain during the term of the License the patent
rights covered by the License in the United States, Canada, Japan and countries
covered by a patent filing in the European Patent Office. MIT has fulfilled its
responsibilities in this regard. The License provides that all costs associated
with these matters will be borne by licensees. Currently there are four other
licensees which apply MIT's 3DP technology in different fields of use, none of
which are related to metal casting. The License also provides that, with respect
to any improvements to the technology developed by Soligen, such improvements
will be the property of Soligen provided that Soligen will license such
improvements to MIT on a royalty-free non-exclusive basis. The license was
renegotiated and amended on August 8, 1996 and December 28, 1998.
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Under the terms of the amended License, Soligen is required to generate
cumulative sales according to the following schedule:
<TABLE>
<CAPTION>
PERIOD CUMULATIVE SALES
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<S> <C>
March 1996 - March 1997...................................................... $ 3,000,000
March 1997 - March 1998...................................................... $ 3,500,000
March 1998 - March 1999...................................................... $ 4,000,000
March 1999 - March 2000...................................................... $ 4,500,000
March 2000 - March 2001...................................................... $ 5,000,000
March 2001 - March 2002...................................................... $ 6,000,000
March 2002 - March 2003...................................................... $ 8,000,000
March 2003 - March 2004 and each year thereafter............................. $10,000,000
</TABLE>
The Company has met all the conditions to maintain its license and
exclusivity. For the rights, privileges and license granted under the License,
the Company pays royalties and fees to MIT until the License is terminated. The
License was further renegotiated and amended on December 28, 1998 to provide for
the fees and royalties as follows:
o "Running Royalties" in an amount equal to 4.5% of Net Sales of the
"Licensed Products," metal "End Products" and "Licensed Processes"
used, leased or sold by and/or for the Company; provided however that
during the period commencing January 1, 1997 and terminating on
December 15, 1999, MIT shall wave the first $150,000 of "Running
Royalties" due pursuant to this paragraph. In December 1999, MIT waved
$150,000 of "Running Royalties."
o After the payment of $500,000 in "Running Royalties" for the sale of
metal "End Products" made using "Licensed Products" and/or "License
Process," the royalty rate due for sale of metal "End Products" shall
be reduced from 4.5% to 2.25%.
o Beginning with calendar year 2000 and in each year thereafter, if the
Company shall not have paid MIT at least $50,000 in royalty payments,
then the Company shall, within 30 days of the end of the calendar
year, pay to MIT the difference between $50,000 and the amount paid to
MIT during preceding year.
The term "3DP" is a trademark of MIT. The terms "DSPC" and "Parts Now" are
trademarks of Soligen, registered in the U.S.
RESEARCH AND DEVELOPMENT EXPENDITURES
During fiscal years ended March 31, 2000 and 1999, the Company expended
$1,160,000 and $1,015,000 respectively on research and development to enhance
the Company's proprietary technology. Through the license from MIT, Soligen has
also obtained the benefit of continuing research and development expenditures at
MIT relating to the technology in Soligen's fields of use during these fiscal
years.
The Company plans to continue to devote time and allocate resources to
research and development programs thereby enhancing the original MIT based
technology as well as extending its capabilities in the course of developing new
applications.
COST AND EFFECT OF ENVIRONMENTAL REGULATIONS
The Company is in substantial compliance with all applicable federal, state
and local environmental regulations. The Company generates, as do all casting
manufacturers, certain waste materials it must dispose of, including materials
for which disposal requires compliance with environmental protection laws. The
Company complies with various environmental protection laws regarding disposal
of certain waste materials. The Company's cost of waste disposal is not
significant in comparison with the Company's revenues.
EMPLOYEES
On March 31, 2000, Soligen's Northridge facility employed 67 full time
engineers, scientists, managers and staff; Soligen's Santa Ana facility employed
35 full time employees. The Company also has an agreement with one independent
sales representative. No employees are currently covered by collective
bargaining agreements or are
7
<PAGE>
members of any labor organizations. The Company has not experienced any work
stoppages and believes that its employee relations are one of its important
assets in furthering its continual growth objectives.
ITEM 2. DESCRIPTION OF PROPERTIES
Soligen's corporate headquarters, marketing and sales, CAD, printing, post
processing and engineering activities are located in Northridge, California in a
17,000 square foot facility. The Company's foundry and machine shop are located
in Santa Ana in a 20,000 square foot facility. These facilities are leased by
the Company from unrelated third parties under leases expiring between June 2002
and June 2005.
ITEM 3. LEGAL PROCEEDINGS
As of the date of this report, the Company is not subject to any legal
proceedings. From time to time the Company becomes involved in routine legal
proceedings incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of the Company's security holders
during the quarter ended March 31, 2000.
8
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock was formally listed for trading on the American
Stock Exchange's (the "AMEX") Emerging Company Marketplace under the symbol
"SGT" and on the Canadian Venture Exchange (the "CDNX"), formally the Vancouver
Stock Exchange, under the symbol "SGT." On May 24, 1999, the AMEX notified the
Company that its common stock listing did not meet their minimum listing
guidelines of stockholders' equity in an amount greater than Two Million Dollars
($2,000,000), and a per share market price of greater than One Dollar ($1.00).
As a result of the action taken by the AMEX, the last day of trading for the
Company's common stock on the AMEX was September 3, 1999. The Company's common
stock began trading on the Over-the-Counter Market (OTC Bulletin Board) on
September 7, 1999 under the symbol "SGTN."
On March 3, 2000, the Company approved plans to delist its common shares
from trading on the CDNX. The Company acted to delist its shares because of the
very low volume trading on that market. The last day of trading for the
Company's common stock on the CDNX was April 28, 2000.
The following table sets forth, for the periods indicated, the high and low
sales prices of the Company's common stock and the high and low bid prices of
the Company's common stock, as applicable.
<TABLE>
<CAPTION>
HIGH SALES PRICE LOW SALES PRICE
FISCAL QUARTER ENDED ($U.S.) (1) ($U.S.) (1)
--------------------------------- ------------------------------- --------------------------------
<S> <C> <C>
Jun 30, 1998.................... 0.81 0.50
Sep 30, 1998.................... 0.88 0.38
Dec 31, 1998.................... 0.56 0.25
Mar 31, 1999.................... 0.44 0.19
Jun 30, 1999.................... 0.36 0.19
Sep 30, 1999.................... 0.47 (2) 0.19 (2)
Dec 31, 1999.................... 0.38 (2) 0.20 (2)
Mar 31, 2000.................... 0.81 (2) 0.28 (2)
</TABLE>
--------------
Sources for sales prices:
(1) American Stock Exchange.
(2) High ask and low bid prices as reported by the National Quotation Bureau
(which reflects inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions).
As of June 16, 2000, the Company had 2,325 holders of record of its common
stock and 36,383,054 shares outstanding.
No dividends have been declared or paid for the last two fiscal years. As a
condition of concluding the acquisition of Soligen, STI gave an undertaking to
the CDNX not to declare or pay any dividends on its common stock for the period
of time expiring at the earlier of the date upon which the last of the escrow
shares are earned out of escrow or canceled. (see Part III, Item 11).
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON THE COMPANY'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES.
INCLUDING, AMONG OTHERS (I) CUSTOMER ACCEPTANCE OF THE COMPANY'S "ONE STOP SHOP"
PARTS NOW PROGRAM; (II) THE POSSIBLE EMERGENCE OF COMPETING TECHNOLOGIES; AND
(III) THE COMPANY'S ABILITY TO OBTAIN ADDITIONAL FINANCING REQUIRED TO SUPPORT
ITS PROJECTED REVENUE GROWTH. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE
FORWARD-LOOKING STATEMENTS. IN VIEW OF THESE RISKS AND UNCERTAINTIES, THERE CAN
BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL
REPORT ON FORM 10-KSB WILL IN FACT TRANSPIRE.
9
<PAGE>
The following discussion should be read in conjunction with the
accompanying Financial Statements of Soligen Technologies, Inc. ("STI") and its
wholly-owned subsidiary Soligen, Inc. ("Soligen") (collectively referred to
herein as the "Company") including the notes thereto, included elsewhere in this
Annual Report. On December 31, 1998, Altop, Inc., a wholly-owned subsidiary of
Soligen Technologies, Inc., was merged into Soligen, Inc. and operates as
Soligen--Santa Ana Division.
OVERVIEW
The Company's revenues are classified as four major revenue-generating product
lines:
1. PARTS NOW SERVICE: This product line includes the "one stop shop"
production services from receipt of the customer's CAD file through
production. Parts Now programs include any contract which may consist
of a combination of DSPC, conventional casting and CNC machining
expertise. Each Parts Now program is handled by a program / project
engineer who oversees the transition from CAD to first article, to
tooling, to conventional casting, finish machining and later, when
applicable, to mass production.
2. DSPC PRODUCTION SERVICE: Revenues for this product line result from
using the DSPC process in the production and sale of first article
prototypes and short run quantities of cast metal parts made
exclusively by DSPC directly from the customer's CAD file.
3. CONVENTIONAL CASTING PRODUCTION PARTS SERVICE: Revenues for this
product line are limited to conventional casting and machining of
aluminum parts at the Company's aluminum foundry and machine shop in
Santa Ana, CA. Production parts service line does not utilize DSPC or
DSPC made tooling, and does not involve program engineers. In this
category the Company is able to apply lower overhead margins and
therefore capture additional business.
4. DSPC TECHNOLOGY SERVICE: Revenues for this product line result from
the sale, lease, license or maintenance of DSPC machines and from
participation in research and development projects wherein the Company
provides technological expertise.
RESULTS OF OPERATIONS
FISCAL 2000 COMPARED TO FISCAL 1999
REVENUES
Revenues increased 25% to $7,153,000 in fiscal year ended March 31, 2000
from $5,721,000 in the fiscal year ended March 31, 1999. Combined revenues for
Parts Now and DSPC for fiscal 2000 increased to $6,225,000 from $4,706,000 or
32% over fiscal 1999 reflecting acceptance of the Company's core business in the
market place. Within the Company's core business, Parts Now increased to
$5,044,000 in fiscal 2000 from $2,857,000 or 77% over fiscal 1999 while DSPC
production revenues decreased 36% to $1,181,000 in fiscal 2000 from $1,849,000
in fiscal 1999. The increase in Parts Now revenues demonstrates the customer's
acceptance of the Company's business model of revenue growth resulting from the
DSPC/Parts Now program. Conventional Production Parts revenues at the Company's
Santa Ana Division were relatively flat increasing to $875,000 in fiscal 2000
from $871,000 in fiscal 1999. DSPC Technologies Center revenues decreased 63% to
$53,000 in fiscal 2000 from $144,000 in fiscal 1999.
The Company's revenues for fiscal 2000 and fiscal 1999, classified by
product lines, are as follows:
<TABLE>
<CAPTION>
FISCAL FISCAL
2000 1999
---------- ----------
<S> <C> <C>
Parts Now(R)........................................................... $5,044,000 $2,857,000
DSPC(R)production..................................................... 1,181,000 1,849,000
Conventional production parts........................................ 875,000 871,000
DSPC(R)technology..................................................... 53,000 144,000
---------- ----------
Total revenues.................................................... $7,153,000 $5,721,000
========== ==========
</TABLE>
10
<PAGE>
GROSS PROFIT
Gross profit increased to $2,068,000 in fiscal 2000 from $1,351,000 in
fiscal 1999 while gross margin increased to 29% from 24% for the comparable
period a year ago. The increase in gross margin was primarily the result of
increased revenues. In fiscal 2000 the Company entered into the field of
internal combustion multi cylinder heads. The gross margins for fiscal 2000 were
adversely affected by incurring extraordinary expenses for tools and services
needed to meet customer benchmark criteria for these complex cast parts.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased $145,000 or 14% to $1,160,000
in fiscal 2000 from $1,015,000 in fiscal 1999. The continued high research and
development expenditures are related to the Company's penetration into a broader
market base for its products thereby requiring further enhancement of the
processes based on the DSPC technology.
SELLING EXPENSES
Selling expenses decreased $99,000 or 12% to $698,000 in fiscal 2000 from
$797,000 in fiscal 2000. The decrease in selling expenses was the result of the
recovery of a bad debt.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased $110,000 or 10% to $966,000
in fiscal 2000 from $1,076,000 in fiscal 1999. The decrease was primarily the
result of non-cash compensation decreasing $79,000 to $73,000 in fiscal 2000
from $152,000 in fiscal 1999.
INTEREST EXPENSE
Interest expense decreased to $189,000 in fiscal 2000 from $200,000 in
fiscal 1999. During fiscal 2000 and fiscal 1999 the Company issued common stock
purchase warrants in connection with private placement loans to the Company and,
according to SFAS 123, non-cash interest expense is to be recognized over the
expected period of benefit. As a result of SFAS 123, the Company incurred
$76,000 non-cash interest expense during fiscal 2000 and $97,000 during fiscal
1999. An additional $113,000 of interest was for other notes and leases for
fiscal 2000 and $103,000 for fiscal 1999.
OTHER INCOME
In fiscal 2000, the Company recognized other miscellaneous income of $4,000
compared with $9,000 in fiscal 1999.
BENEFICIAL CONVERSION
In fiscal 2000, the Company recorded a beneficial conversion of $139,000
resulting from the issuance of 404,697 shares of common stock to the holders of
the Series A preferred shares as an incentive to convert their preferred shares.
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
Net loss in fiscal 2000, after giving recognition to the $139,000
beneficial conversion granted on conversion of preferred stock, decreased
$670,000 to $1,048,000 from $1,718,000 in fiscal 1999. Basic and diluted loss
per share decreased to $0.03 in fiscal 2000 from a basic and diluted loss per
share of $0.05 in fiscal 1999.
SOURCES OF LIQUIDITY
Since the Company's inception, it has financed its operating activities
primarily from private offerings of equity, convertible preferred shares,
short-term debt securities and accounts receivable financing from financial
institutions.
11
<PAGE>
OPERATING ACTIVITIES
As of March 31, 2000, the Company had $1,761,000 in cash and accounts
receivable, representing an increase of $515,000 as compared to $1,246,000 at
March 31, 1999. Working capital increased to $726,000 at March 31, 2000 from
$(55,000) at March 31, 1999. The increase in net cash used in operating
activities in fiscal 1999 was $835,000 compared to $618,000 for the prior fiscal
year. Although the net loss before beneficial conversion decreased to $909,000
from 1,718,000 for the prior fiscal year, the net cash used was partially
attributable to an increase in accounts receivable of $453,000.
INVESTING ACTIVITIES
Net cash used in investing activities for capital expenditures was $357,000
in the fiscal year ended March 31, 2000, as compared to cash used in investing
activities for capital expenditures of $172,000 in the prior fiscal year.
FINANCING ACTIVITIES
During the fiscal year ended March 31, 2000, the Company financed its
business activities primarily through the issuance of redeemable convertible
preferred stock and accounts receivable financing.
During the prior fiscal year, the Company financed its business activities
primarily though the issuance of convertible preferred stock, extension of
short-term subordinated promissory notes and accounts receivable financing.
SERIES A CONVERTIBLE PREFERRED STOCK ISSUANCE
In April 1998, the Company received net proceeds of $775,000 from the sale
of 1,600 shares of Series A Convertible Preferred Stock ("Series A Preferred")
to two private investors. The Series A Convertible Preferred Stock Purchase
Agreement, as amended, between the Company and these investors, permitted
additional sales of Series A Preferred to be completed prior to September 8,
1998. In July 1998, the Company received additional net proceeds of $88,000 from
the sale of 200 shares of Series A Preferred to the same two private investors
pursuant to the Series A Convertible Preferred Stock Purchase Agreement. In
addition, in September 1998, the Company received additional net proceeds of
$94,000 from the sale of 200 shares of Series A Preferred to a third investor
pursuant to the Series A Convertible Preferred Stock Purchase Agreement.
In conjunction with a Series B Preferred financing completed on November
24, 1999, the Company entered into a Conversion Agreement with the holders of
the Company's Series A Preferred. Pursuant to this Agreement, all outstanding
shares of Series A Preferred were converted into 2,372,388 shares of the
Company's Common Stock in accordance with the Company's Articles of
Incorporation. In consideration of the agreement of holders of Series A
Preferred to make such conversion, the Company issued 404,697 additional shares
of Common Stock to the holders of Series A Preferred and, in connection with the
transaction, the Company recorded a beneficial conversion of $139,000. These
shares are entitled to the same registration rights granted to the holders of
Series B Preferred.
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK
On November 24, 1999, the Company entered into a Series B Redeemable
Convertible Preferred Stock Purchase Agreement providing for the private
placement of 8,425,000 shares of a newly authorized series of preferred stock
("Series B Preferred"). The Company received net proceeds of $1,538,000 from the
sale of 8,425,000 shares of Series B Preferred to thirty-three (33) private
investors (all of whom were accredited investors as defined in Regulation D)
pursuant to the Stock Purchase Agreement. The purchasers of Series B Preferred
also received Common Stock purchase warrants exercisable for a cumulative total
of 3,622,750 shares of the Company's Common Stock at an exercise price of $0.20
per share. These warrants are exercisable for a period of one year, commencing
November 24, 1999. The financing was completed in accordance with the exemption
provided by Rule 506 of Regulation D.
In connection with the Series B financing, the Company paid a cash finder's
fee in the approximate amount of $100,000. In addition, the finders received
warrants exercisable for 498,750 shares of common stock at a price of $0.20 per
share. These warrants are exercisable for a period of one year, commencing
November 24, 1999.
12
<PAGE>
At a special stockholders meeting held on April 20, 1998, the Company's
stockholders approved an amendment to the Company's Articles of Incorporation
authorizing the issuance of up to 10,000,000 shares of preferred stock. This
amendment authorizes the Company's Board of Directors to issue preferred stock
in one or more series on terms approved by the Board of Directors without the
necessity of further action or approval by the stockholders. Pursuant to this
authority, the Company's Board of Directors has authorized the issuance of up to
8,425,000 shares of Series B Preferred Stock having rights and preferences as
set forth in a Statement of Rights and Preferences filed with the Secretary of
State of Wyoming on November 23, 1999. The following is a summary of certain
terms of the Series B Preferred, and reference is made to the Statement for a
complete description of the rights and preferences of the Series B Preferred.
The Series B Preferred is not entitled to any fixed or guaranteed dividend.
Upon a liquidation of the Company, the Series B Preferred is entitled to receive
a distribution of $0.20 per share in preference to any distribution to holders
of common stock or junior preferred stock. The approval of the holders of at
least two-thirds of the outstanding shares of Series B Preferred is required for
certain significant corporate actions, including mergers and sales of
substantially all of the Company's assets.
Each share of Series B Preferred is initially convertible into one share of
the Company's Common Stock, subject to adjustment for recapitalizations, stock
splits and similar events. Subject to certain exceptions, the Series B
conversion ratio is subject to adjustment in the event the Company issues shares
of Common Stock for no consideration or for a consideration less than the fair
market value of the Common Stock as of the date of such issuance. The Series B
Preferred automatically converts into common stock in the event the average
trading price of the Company's common stock over 60 consecutive trading days is
greater than $1.00 per share and the cumulative trading volume during such 60
day period is at least 1,000,000 shares, if traded on a national securities
exchange, or 1,500,000 shares if traded on NASDAQ or over-the-counter. The
Series B Preferred also automatically converts into common stock in the event
the Company completes an underwritten public offering in which the Company
receives gross proceeds of at least $10,000,000 and at a per share price of at
least $1.00 per share (subject to adjustment for stock splits,
recapitalizations, etc.).
The holders of Series B Preferred may tender their shares for redemption at
a per share price equal to 150% of the liquidation preference in the event of a
Change of Control (as defined in the Statement). In addition, the Company may,
at its option, redeem the Series B Preferred at a per share price equal to 150%
of the liquidation preference in the event that, from and after November 24,
2000, the common stock trades above $0.75 per share for sixty (60) consecutive
trading days.
Purchasers of Series B Preferred are also parties to an Investor Rights
Agreement which grants certain demand and "piggyback" registration rights. The
holders of Series B Preferred, voting as a separate class, are entitled to elect
one member of the Company's Board of Directors.
SHORT-TERM SUBORDINATED PROMISSORY NOTE AND WARRANT FINANCING
In December 1997, the Company's Board of Directors approved a short-term
subordinated promissory note and warrant financing. The offering was completed
in a private placement transaction to accredited investors only pursuant to
Regulation D and Rule 506 thereunder. A total of six investors loaned a total of
$220,000 to the Company in December 1997, and one investor loaned an additional
$40,000 to the Company in January 1998. Each investor received a promissory note
in the principal amount of the amount loaned, bearing interest at the rate of
12% per annum and due six months from the date of the promissory note. In
addition, for each dollar loaned to the Company the investors received a common
stock purchase warrant exercisable for two shares of the Company's common stock
(resulting in the issuance of warrants exercisable for a cumulative total of
520,000 shares of the Company's common stock). The warrants are exercisable for
a period of five years at $0.50 per share. A finder's fee in the amount of
$17,000 was paid to a non-employee member of the Company's Board of Directors in
consideration of services provided in connection with the financing. One of the
investors was a non-employee member of the Company's Board of Directors, one
investor was an employee member of the Company's Board of Directors, and the
remaining five investors were unaffiliated private investors. On June 12, 1998,
the Company extended $220,000 notes payable under the same terms and conditions
for an additional 45 days. In connection with this extension, warrants
exercisable for 110,000 shares of the Company's common stock were issued to the
investors. On July 27, 1998, the Company extended $210,000 notes payable under
the same terms and conditions for an additional 90 days. In connection with this
extension, warrants exercisable for 210,000 shares of the Company's common stock
were issued to the investors. On October 25, 1998, the Company extended $140,000
notes payable
13
<PAGE>
for an additional six months under the same terms and conditions except for a
change in the exercise price of the issued warrants. In connection with this
extension, warrants exercisable for 330,000 shares of the Company's common stock
exercisable at $0.375 per share were issued to the investors.
In December 1998, the Company's Board of Directors approved an additional
subordinated promissory note and warrant financing in the principal amount of up
to $500,000. The offering is for accredited investors only pursuant to
Regulation D and Rule 506 thereunder. Such notes are to bear interest at 12% per
annum and to be due April 25, 1999 and each such note purchaser to receive
warrants to purchase four shares of the Company's Common Stock exercisable at
$0.375 per share for each dollar of principal loaned to the Company per year of
the term of the note, pro-rated to the stated term of the note. Pursuant to this
financing, one investor loaned $30,000 to the Company in November 1998,
resulting in the issuance of warrants exercisable for a total of 50,000 shares
of the Company's common stock. The warrants are exercisable for a period of five
years. On April 25, 1999, the Company extended $170,000 notes payable for an
additional six months under the same terms and conditions except for a change in
the exercise price of the issued warrants. In connection with this extension,
warrants exercisable for 340,000 shares of the Company's common stock
exercisable at $0.1875 per share were issued to the investors. On October 24,
1999, the Company extended $170,000 notes payable for an additional 36 days
under the same terms and conditions except for a change in the exercise price of
the issued warrants. In connection with this extension, warrants exercisable for
68,000 shares of the Company's common stock exercisable at $0.28125 were issued
to the investors. The Company repaid the notes in December 1999 from proceeds of
the Series B Preferred financing.
Commencing in October 1998, the Company's officers and its Controller (a
total of five persons) elected to voluntarily defer a portion of their salaries.
These deferrals continued until October 1999, and the total amount deferred was
$108,039. In October 1999 the Company's Board of Directors determined that the
deferral should be discontinued and that the employees should be accorded the
same treatment as that given to the lenders under the debt financing described
in the preceding paragraph. Accordingly, in October 1999 the Company issued
promissory notes to each of the employees in the principal amount of the amount
deferred and bearing interest at the rate of 12% per annum. In addition, the
employees were issued warrants exercisable for the purchase of a cumulative
total of 108,039 shares of the Company's common stock. The warrants are
exercisable for a period of five years at an exercise price of $0.28125 per
share. In December 1999 a total of $48,328 was paid on these notes and the
entire remaining balance was repaid in January 2000.
ACCOUNTS RECEIVABLE FINANCING
In July 1998, the Company extended for an additional year an agreement to
provide $1 million revolving line of credit at an advance rate of 75% of
eligible accounts receivable. In August 1999, the Company entered into an
agreement with a new lender for one year to provide $1 million revolving line of
credit at an advance rate of 80% of eligible accounts receivable. On March 31,
2000, the credit facility provided $354,000 cash collateralized with $1,313,000
accounts receivable and, for the prior fiscal year, $395,000 cash collateralized
with $867,000 accounts receivable, both of which were net of the Santa Ana
Division's accounts receivable.
FISCAL YEAR 2000 LIQUIDITY OUTLOOK
The Company requires significant working capital to fund its business,
particularly to finance accounts receivable and for capital expenditures. The
Company's future cash requirements will depend on many factors, including the
extent of spending to support product development efforts, expansion of sales
efforts, and market acceptance of the Company's technology. The Company believes
that its current cash position and asset-based line of credit will be sufficient
to meet its working capital and capital expenditures requirements through March
2001.
YEAR 2000 DISCLOSURE
The Company reviewed its hardware and related software used for operations
and financial management and made necessary changes to become Year 2000
compliant. The incremental costs to become compliant did not have a material
effect on the Company's consolidated financial statements. The Company contacted
major vendors and other third parties that did business with the Company to
check on the status of their efforts to resolve any Year 2000 issues but was not
aware of any substantial issues.
To date, the Company has not encountered any Year 2000 problems with its
internal computer systems nor with its major vendors and other third parties.
Furthermore, the Company believes that any future costs associated
14
<PAGE>
with Year 2000 compliance efforts will not be material. The Company will
continue to monitor its computer systems and infrastructure throughout fiscal
year 2001.
ITEM 7. FINANCIAL STATEMENTS
See "Financial Statements and Notes to Financial Statements" set forth on
pages 18 through 34 of this Annual Report on Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
The Company received written notice on March 3, 2000 that Arthur Andersen
LLP ("AA") resigned as the Company's principal independent public accountants as
a result of AA's own limited resources and that the Company's size and
capitalization did not warrant further involvement on their part. AA's report on
the financial statements of the Company for the previous two years did not
contain an adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principles. During the Company's two
most recent fiscal years and the interim period preceding the resignation of AA,
there were no disagreements between the Company and AA on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which if not resolved to AA's satisfaction, would have
caused AA to make reference to the subject matter of the disagreement in
connection with its report.
On March 3, 2000, the Board of Directors of the Company approved the
engagement of Singer Lewak Greenbaum & Goldstein LLP to audit the Company's
financial statements for the fiscal year ending March 31, 2000.
15
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company will file a definitive proxy statement ("Proxy Statement")
relating to its 2000 Annual Meeting of Shareholders pursuant to and in
accordance with section 240.14a-101 within 120 days after the end of the fiscal
year covered by this form. The information required by this item is incorporated
by reference to the Proxy Statement under the headings "Management" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934."
ITEM 10. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the
Proxy Statement under the heading "Executive Compensation."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to the
Proxy Statement under the heading "Voting Securities and Principal Holders
Thereof."
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the
Proxy Statement under the heading "Related Party Transactions."
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: The following exhibits are filed as part of this report:
EXHIBIT
NUMBER DESCRIPTION
------- ------------
2.1 Share Exchange Agreement and Amendments (1)
2.2 MIT Share Acquisition Agreement (1)
2.3 Escrow Agreement (1)
3.1 Articles of Incorporation of Soligen Technologies, Inc. (1)
3.2 Bylaws of Soligen Technologies, Inc. (1)
3.3 First Amendment to Bylaws (2)
3.4 Second Amendment to Bylaws (5)
3.5 Statement of Rights and Preferences of Series B Preferred Stock (6)
4.1 Series B Preferred Stock Purchase Agreement (6)
4.2 Investor Rights Agreement (6)
4.5 Conversion Agreement (6)
4.6 Common Stock Purchase Warrant (6)
10.1 License Agreement and Amendments (1)
10.2 Amendment to M.I.T. License Agreement (3)
10.3 Consulting Agreement between the Registrant and Kenneth T Friedman (4)
10.4 1993 Stock Option Plan (1)
10.5 Amendment to Stock Option Plan, increasing shares to 5,000,000 (5)
11.1 Computation of Net Loss Per Share
16
<PAGE>
21.1 Subsidiary of the Registrant (6)
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Independent Public
Accountants
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24.1 Power of Attorney of Dr. Mark W. Dowley
24.2 Power of Attorney of Kenneth T. Friedman
24.3 Power of Attorney of David Hadley
24.4 Power of Attorney of Patrick J. Lavelle
24.5 Power of Attorney of William Spier
27 Financial Data Schedule for the Year Ended March 31, 2000
--------------
(1) Incorporated by reference to the Registration Statement on Form 10-SB (Reg.
No. 1-12694) filed by the Company on December 20, 1993.
(2) Incorporated by reference to Amendment No. 2 to the Registration Statement
on Form 10-SB (Reg. No. 1-12694) filed by the Company on February 22, 1994.
(3) Incorporated by reference to Form 10-KSB filed by the Company on June 16,
1995.
(4) Incorporated by reference to Form 10-KSB filed by the Company on July 11,
1997.
(5) Incorporated by reference to Form 10-QSB filed by the Company on June 26,
1998.
(6) Incorporated by reference to Form 8-K filed by the Company on December 16,
1999.
(b) REPORTS ON FORM 8-K
The Company filed a current report on Form 8-K on March 6, 2000 reporting
that the Company's Board of Directors approved plans to delist the Company's
shares from trading on the Canadian Venture Exchange (CDNX).
The Company filed a current report of Form 8-K on March 8, 2000 reporting
that the Company received formal notification that Arthur Andersen LLP resigned
as the Company's principal Independent Public Accountants. The Company's Board
of Directors approved the engagement of Singer Lewak Greenbaum & Goldstein LLP
as Independent Public Accountants to audit the financial statements of the
Company for the fiscal year ended March 31, 2000.
17
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Soligen Technologies, Inc.:
We have audited the accompanying consolidated balance sheet of Soligen
Technologies, Inc. and subsidiary as of March 31, 2000, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Soligen
Technologies, Inc. and subsidiary as of March 31, 2000, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
May 19, 2000
18
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Soligen Technologies, Inc.:
We have audited the consolidated balance sheet (not presented herein) of
Soligen Technologies, Inc. and subsidiary (a Wyoming Corporation--collectively,
the company) as of March 31, 1999, and the related consolidated statements of
operations, stockholders' equity and cash flow for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Soligen
Technologies, Inc. and its subsidiary as of March 31, 1999, and the results of
their operations and their cash flow for the year then ended, in conformity with
accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
June 28, 1999
19
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash.......................................................................................... $ 515,000
Accounts receivable, net of allowance for doubtful accounts of $144,000....................... 1,246,000
Inventories................................................................................... 66,000
Prepaid expenses and other current assets..................................................... 58,000
----------
Total current assets........................................................................ 1,885,000
PROPERTY, PLANT AND EQUIPMENT, net............................................................... 547,000
OTHER ASSETS..................................................................................... 41,000
----------
TOTAL ASSETS.............................................................................. $2,473,000
==========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
<S> <C>
Current portion of notes payable and revolving line of credit................................. $ 366,000
Accounts payable.............................................................................. 307,000
Accrued payroll and related expenses.......................................................... 218,000
Accrued expenses.............................................................................. 207,000
Deferred revenue.............................................................................. 61,000
----------
Total current liabilities................................................................... 1,159,000
NOTES PAYABLE AND REVOLVING LINE OF CREDIT, less current portion................................. 12,000
----------
Total liabilities........................................................................... 1,171,000
----------
COMMITMENTS AND CONTINGENCIES
SERIES B, REDEEMABLE PREFERRED STOCK, NO PAR VALUE
8,425,000 shares authorized, issued, and outstanding.......................................... 1,538,000
----------
STOCKHOLDERS' DEFICIT
Preferred stock, no par value 1,573,000 shares authorized no shares issued and outstanding.... --
Common stock, no par value 90,000,000 shares authorized 36,329,454 issued and outstanding..... 11,788,000
Accumulated deficit........................................................................... (12,024,000)
----------
Total stockholders' deficit................................................................. (236,000)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT............................................... $2,473,000
==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
20
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
MARCH 31,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
REVENUES.......................................................................... $ 7,153,000 $ 5,721,000
COST OF REVENUES.................................................................. 5,085,000 4,370,000
----------- -----------
GROSS PROFIT...................................................................... 2,068,000 1,351,000
----------- -----------
EXPENSES
Research and development....................................................... 1,160,000 1,015,000
Selling........................................................................ 698,000 797,000
General and administrative..................................................... 966,000 1,076,000
----------- -----------
Total expenses............................................................... 2,824,000 2,888,000
----------- -----------
LOSS FROM OPERATIONS.............................................................. (756,000) (1,537,000)
----------- -----------
OTHER INCOME (EXPENSE)
Interest income................................................................ 34,000 14,000
Interest expense............................................................... (189,000) (200,000)
Other.......................................................................... 4,000 9,000
----------- -----------
Total other income (expense)................................................. (151,000) (177,000)
----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES AND BENEFICIAL CONVERSION.................. (907,000) (1,714,000)
PROVISION FOR INCOME TAXES........................................................ 2,000 4,000
----------- ----------
LOSS BEFORE BENEFICIAL CONVERSION................................................. (909,000) (1,718,000)
BENEFICIAL CONVERSION GRANTED ON CONVERSION OF PREFERRED STOCK.................... 139,000 --
----------- -----------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS......................................... $(1,048,000) $(1,718,000)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE.................................................. $ (0.03) $ (0.05)
=========== ===========
WEIGHTED-AVERAGE SHARES OUTSTANDING............................................... 33,826,748 32,682,338
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
21
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
SERIES A PREFERRED STOCK COMMON STOCK
----------------------- ------------------------- ACCUMULATED
SHARES AMOUNT SHARES AMOUNT DEFICIT TOTAL
-------- ----------- ---------- ----------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, MARCH 31, 1998..... -- $ -- 32,682,338 $10,294,000 $ (9,258,000) $1,036,000
ISSUANCE OF SERIES A
PREFERRED STOCK.......... 2,000 1,000,000 (43,000) 957,000
NON-EMPLOYEE STOCK OPTIONS
ISSUED................... 152,000 152,000
WARRANTS ISSUED FOR BRIDGE
NOTE FINANCING........... 97,000 97,000
NET LOSS.................... (1,718,000) (1,718,000)
------ ----------- ---------- ----------- ------------ ----------
BALANCE, MARCH 31, 1999..... 2,000 1,000,000 32,682,338 10,500,000 (10,976,000) 524,000
CONVERSION OF SERIES A
PREFERRED STOCK TO
COMMON STOCK............. (2,000) (1,000,000) 2,372,388 1,000,000 --
ISSUANCE OF COMMON STOCK AS
A BENEFICIAL CONVERSION
UPON CONVERSION OF
SERIES A PREFERRED STOCK. 404,697 139,000 139,000
CONVERSION OF WARRANTS TO
COMMON STOCK............. 870,031 -- --
NON-EMPLOYEE STOCK OPTIONS
ISSUED................... 73,000 73,000
WARRANTS ISSUED FOR BRIDGE
NOTE FINANCING........... 76,000 76,000
NET LOSS.................... (1,048,000) (1,048,000)
------ ----------- ---------- ----------- ------------ ----------
BALANCE, MARCH 31, 2000..... -- $ -- 36,329,454 $11,788,000 $(12,024,000) $ (236,000)
====== ============ ========== =========== ============ ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
22
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
----------------------------
2000 1999
----------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Loss before beneficial conversion................................ $ (909,000) $(1,718,000)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization................................ 362,000 467,000
Provision for doubtful accounts.............................. 24,000 60,000
Non-cash interest expense.................................... 76,000 97,000
Non-cash compensation expense................................ 73,000 152,000
(Increase) decrease in
Accounts receivable............................................ (453,000) 381,000
Inventories.................................................... 55,000 (3,000)
Prepaid expenses and other current assets...................... 1,000 41,000
Increase (decrease) in
Accounts payable............................................... (2,000) (176,000)
Accrued expenses............................................... (90,000) 145,000
Deferred revenue............................................... 28,000 (64,000)
---------- ------------
Net cash used in operating activities.................... (835,000) (618,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment....................... (357,000) (172,000)
---------- ------------
Net cash used in investing activities.................... (357,000) (172,000)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on capital lease obligations........................ (15,000) (67,000)
Payments on notes payable........................................ (219,000) (205,000)
Net payments on revolving line of credit......................... (41,000) 249,000
Proceeds from the issuance of notes payable...................... 15,000 70,000
Issuance of preferred stock, net of costs........................ 1,538,000 957,000
---------- ------------
Net cash provided by financing activities................ 1,278,000 1,004,000
---------- ------------
Net increase in cash................................... 86,000 214,000
CASH, BEGINNING OF YEAR............................................. 429,000 215,000
---------- ------------
CASH, END OF YEAR................................................... $ 515,000 $ 429,000
========== ============
</TABLE>
THE ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
23
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS
ENDED MARCH 31,
-------------------
2000 1999
-------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<S> <C> <C>
INTEREST PAID........................................................... $113,000 $68,000
======== =======
INCOME TAXES PAID....................................................... $ 2,000 $ 4,000
======== =======
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the year ended March 31, 2000, the Company recorded a beneficial
conversion of $139,000 in relation to the issuance of Series A preferred stock.
The Company recorded non-cash compensation expense of $73,000 and $152,000
during the years ended March 31, 2000 and 1999, respectively.
The Company recorded non-cash interest expense of $76,000 and $97,000
during the years ended March 31, 2000 and 1999, respectively.
During the year ended March 31, 2000, the Company entered into a capital
lease agreement for property, plant, and equipment for $15,860.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
24
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1--NATURE OF BUSINESS AND ORGANIZATION
Soligen Technologies, Inc. is a Wyoming corporation that has operated
through its wholly owned subsidiary, Soligen, Inc. and its branch, Soligen
Santa Ana Division (collectively, the "Company"). Soligen, Inc. is located
in Northridge, California and was founded to develop and commercialize a
technology for creating metal parts and tooling from computer designs. This
technology, Direct Shell Production Casting ("DSPC(R)"), is based on "Three
Dimensional Printing" ("3DP"), a patented process licensed exclusively to
Soligen, Inc. by the Massachusetts Institute of Technology ("MIT").
DELISTING OF COMMON STOCK
On May 24, 1999, the American Stock Exchange (the "AMEX") notified the
Company that its common stock listed on the Emerging Company Marketplace
was to be delisted. The Company did not meet the AMEX's guidelines of
stockholders' equity above $2,000,000, and the per share market price of
its common stock was not above $1. As a result of the action taken by the
AMEX, the last day of trading of the Company's common stock on the AMEX
under the symbol SGT was September 3, 1999. The Company's common stock
began trading on the Over--the--Counter Bulletin Board on September 7, 1999
under the symbol SGTN. On March 3, 2000, the Company approved plans to
delist its common shares from trading on the Canadian Venture Exchange. The
Company acted to delist its shares because of the very low volume trading
in that market. The last day of trading for the Company's common stock on
the Canadian Venture Exchange was April 28, 2000.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Soligen
Technologies, Inc. and its wholly owned subsidiary, Soligen, Inc. and its
branch, Soligen Santa Ana Division. All significant intercompany accounts
and transactions have been eliminated in consolidation.
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
disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenue and
expenses during the reported period. Actual results could differ from those
estimates.
REVENUE RECOGNITION
The Company recognizes sales upon shipment to the customer.
CREDIT RISK
The Company does not obtain collateral to secure its accounts receivable,
but evaluates balances due to them on a regular basis for collectability
and provides for an allowance for potential credit losses as deemed
necessary. As of March 31, 2000, two customers represented 39% and 13% of
accounts receivable, which were considered to be fully recoverable. These
customers represented 16% and 10% of revenues for the year ended March 31,
2000. One customer represented 17% of revenues for the year ended March 31,
1999.
25
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less
to be cash equivalents.
INVENTORIES
Inventories include raw materials and parts, work in process, and finished
goods and are stated at the lower of cost or market on a first-in,
first-out basis.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment, including capitalized leases, are stated at
cost, less accumulated depreciation and amortization. The Company provides
for depreciation and amortization using the straight--line method over the
estimated lives of the assets as follows:
Plant machinery and equipment 5 years
DSPC(R)machines 2 to 3 years
Computer equipment 3 to 5 years
Printheads 3 years
Office furniture and fixtures 3 to 5 years
Leasehold improvements lesser of asset life or
term of lease
DEFERRED REVENUE
Maintenance and license revenues are recognized using the straight-line
method over the term of the agreement, which is generally over a period of
12 months.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the Company's
financial instruments, including accounts receivable, accounts payable, and
accrued expenses, the carrying amounts approximate fair value due to their
short maturities. The amounts shown for notes payable and revolving line of
credit and the Series B, redeemable preferred stock also approximate fair
value because current interest rates offered to the Company for debt of
similar maturities are substantially the same.
ACCOUNTING FOR STOCK OPTIONS AND WARRANTS
The Company accounts for its stock-based compensation in accordance with
SFAS No. 123, "Accounting for Stock-Based Compensation." As allowed by SFAS
No. 123, the Company has elected to continue to measure compensation cost
under Accounting Principles Bulletin ("APB") Option No. 25, "Accounting for
Stock Issued to Employees," and will comply with the pro forma disclosure
requirements of the standard.
RESEARCH AND DEVELOPMENT
Research and development expenditures are charged to operations as
incurred.
INCOME TAXES
The Company utilizes Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for
the tax consequences in future years of differences
26
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
between the tax bases of assets and liabilities and their financial
reporting amounts at each year--end based on enacted tax laws and statutory
tax rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized. The provision for income taxes represents the tax payable for the
period and the change during the period in deferred tax assets and
liabilities.
NET LOSS PER SHARE
The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
share is computed by dividing the net loss by the weighted-average number
of common shares available. Diluted loss per share is computed similar to
basic loss per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if
the potential common shares had been issued and if the additional common
shares were dilutive. Since the Company had a net loss for the years ended
March 31, 2000 and 1999, basic and diluted loss per share are the same.
COMPREHENSIVE INCOME
The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined
includes all changes in equity (net assets) during a period from non-owner
sources. Examples of items to be included in comprehensive income, which
are excluded from net income, include foreign currency translation
adjustments and unrealized gains and losses on available-for-sale
securities. Comprehensive income is not presented in the Company's
financials statements since the Company did not have any of the items of
comprehensive income in any period presented.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 136, "Transfer of Assets to a Not-for-Profit Organization or Charitable
Trust that Raises or Holds Contributions for Others." This statement is not
applicable to the Company.
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities." The Company does not expect adoption
of SFAS No. 137 to have a material impact, if any, on its financial
position or results of operations.
NOTE 3--INVENTORIES
Inventories at March 31, 2000 consisted of the following
<TABLE>
<S> <C>
Raw materials and parts................................................ $49,000
Work in process........................................................ 11,000
Finished goods......................................................... 6,000
-------
TOTAL......................................................... $66,000
=======
</TABLE>
27
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 4--PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at March 31, 2000 consisted of the following:
<TABLE>
<S> <C>
Plant machinery and equipment........................................ $1,183,000
DSPC(R)machines....................................................... 1,048,000
Computer equipment................................................... 207,000
Printheads........................................................... 151,000
Office furniture and fixtures........................................ 92,000
Leasehold improvements............................................... 45,000
----------
2,726,000
Less accumulated depreciation and amortization....................... 2,179,000
----------
TOTAL....................................................... $ 547,000
==========
</TABLE>
NOTE 5--NOTES PAYABLE AND REVOLVING LINE OF CREDIT
Notes payable and revolving line of credit at March 31, 2000 consisted of
the following:
<TABLE>
<S> <C>
Revolving line of credit, secured by certain assets, bearing interest at the $354,000
bank's prime rate (9% at March 31, 2000), plus 3%.........................
Capital lease obligations (Note 6)........................................... 24,000
--------
378,000
Less current portion......................................................... 366,000
--------
LONG-TERM PORTION....................................................... $ 12,000
========
</TABLE>
Notes payable and revolving line of credit mature as follows:
<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
---------------------
<S> <C>
2001......................................................................... $366,000
2002......................................................................... 12,000
--------
TOTAL................................................................... $378,000
========
</TABLE>
On August 8, 1999, the Company obtained a $1,000,000 revolving line of
credit from a new commercial lender. The credit facility provides for the
advance rate of 80% of eligible accounts receivable. As of March 31, 2000,
the Company had an outstanding balance of approximately $354,000. This line
of credit replaced the original revolving line of credit first obtained on
July 8, 1997, which was paid in full on August 8, 1999.
28
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6--COMMITMENTS AND CONTINGENCIES
OPERATING AND CAPITAL LEASES
The Company leases certain property, plant, and equipment under operating
and capital lease agreements. The leases expire at various dates through
2005. Future minimum lease payments under non-cancelable operating leases
and capital lease obligations at March 31, 2000 were as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL
YEAR ENDING MARCH 31, LEASE LEASES
---------------------- --------- --------
<S> <C> <C>
2001....................................................................... $ 154,000 $ 14,000
2002....................................................................... 167,000 13,000
2003....................................................................... 74,000 --
2004....................................................................... 55,000 --
2005....................................................................... 55,000 --
--------- --------
Total minimum lease payments............................................... $ 505,000 27,000
=========
Less amount representing interest.......................................... 3,000
--------
24,000
Less current portion....................................................... 12,000
--------
LONG-TERM LEASE OBLIGATIONS............................................. $ 12,000
========
</TABLE>
Rent expense was $179,000 for both of the years ended March 31, 2000 and
1999.
Leased capital assets included in property, plant, and equipment at March
31, 2000 were estimated to be as follows:
<TABLE>
<S> <C>
Plant machinery and equipment.......................................................... $ 34,000
Less accumulated amortization.......................................................... 10,000
--------
Total............................................................................... $ 24,000
========
</TABLE>
MIT LICENSE
Soligen, Inc. and MIT entered into an agreement under which MIT granted
Soligen, Inc. an exclusive license to develop, manufacture, market, and
sell products utilizing technology and processes patented by MIT in the
metal casting field of use. The terms of the agreement state that Soligen,
Inc., with other licenses of the MIT and 3DP technology, must share the
cost of any fees incurred by MIT for the prosecution, filing, and
maintenance of all patent rights.
Under the terms of the agreement, as amended, Soligen, Inc. is required to
generate the following minimum cumulative net sales levels:
<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
----------------------
<S> <C>
2001............................................................................... $ 5,000,000
2002............................................................................... $ 6,000,000
2003............................................................................... $ 8,000,000
2004 and each year thereafter...................................................... $10,000,000
</TABLE>
The Company has met all of the conditions to maintain its license and the
exclusivity. For the rights, privilege, and license granted under the
license, the Company pays royalties and fees to MIT until the license is
terminated.
Beginning with the calendar year 2000 and in each year thereafter, if the
Company does not pay MIT at least $50,000 in royalty payments, the Company
shall within 30 days of the end of the calendar year pay to MIT the
difference between $50,000 and the amount paid to MIT during the preceding
year.
29
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7--PREFERRED STOCK
At a special stockholders' meeting held on April 20, 1998, the Company's
stockholders approved an amendment to the Company's Articles of
Incorporation authorizing the issuance of up to 10,000,000 shares of
preferred stock. This amendment authorizes the Company's Board of Directors
to issue preferred stock in one or more series on terms approved by the
Board of Directors without the necessity of further action or approval by
the stockholders.
NOTE 8--STOCKHOLDERS' DEFICIT
SERIES A CONVERTIBLE PREFERRED STOCK
On April 24, 1998, the Company entered into a Series A convertible
preferred stock purchase agreement providing for the private placement of
up to 3,000 shares of a newly authorized series of preferred stock.
During the year ended March 31, 1999, the Company received net proceeds of
$957,000 from the sale of 2,000 Series A preferred shares. On November 24,
1999, all of the issued Series A preferred shares were converted into
2,372,388 shares of common stock. As a beneficial conversion feature,
404,697 shares of common stock were issued on November 24, 1999 to the
holders of the Series A preferred shares as an incentive to convert their
preferred shares. In connection with this, the Company recorded a
beneficial conversion of $139,000.
NOTE 9--SERIES B REDEEMABLE PREFERRED STOCK
On November 24, 1999, the Company entered into a Series B redeemable
preferred stock purchase agreement for the private placement of 8,425,000
shares. Each share of Series B preferred stock is initially convertible
into one share of the Company's common stock or will automatically convert
into common stock in the event the average trading price of the Company's
common stock over 60 consecutive trading days is greater than $1 per share.
The Series B preferred stockholders may tender their shares for redemption
upon the completion of an underwritten public offering in which the Company
receives gross proceeds of at least $10,000,000 and at a price of at least
$1 per share.
During the year ended March 31, 2000, the Company received net proceeds of
$1,538,000 for the sale of 8,425,000 Series B preferred shares.
In addition, the purchasers of the preferred stock received 4,121,500
warrants to purchase common stock at $0.20 per share. The warrants vested
immediately with a one-year term. Holders of 1,228,266 of these warrants
exercised their right to purchase common stock during the year ended March
31, 2000. The exercise was performed on a cashless basis, whereby the
Company issued 870,031 shares of common stock in exchange for the warrants.
The Company has not recognized an expense related to this conversion as the
conversion rate was not beneficial to the warrant holders.
NOTE 10--STOCK OPTIONS AND SHARES
STOCK OPTION PLAN
The Company has a stock option plan that provides for incentive and
non-incentive stock options to employees, officers, directors, and
consultants responsible for the success of the Company. The aggregate
number of shares that may be issued under this plan amounts to 5,000,000.
Incentive stock options can be granted at prices not less than 100% of the
fair market value at the date of grant. Options are generally exercisable
in fourths, commencing one year after the grant date and on the second,
third, and fourth anniversaries of the grant date.
30
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Information regarding the Company's option plan for the years ended March
31, 2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
WEIGHTED-
SHARES AVERAGE
UNDER EXERCISE
OPTIONS PRICE
---------- ---------
<S> <C> <C>
Balance, March 31, 1998................................................. 3,167,000 $ 0.89
Granted--revalued........................................................ 2,140,000 $ 0.31
Canceled--revalued....................................................... (2,140,000) $ 0.64
Granted................................................................. 1,467,000 $ 0.39
Canceled................................................................ (259,000) $ 0.67
----------
Balance March 31, 1999.................................................. 4,375,000 $ 0.48
Canceled................................................................ (115,000) $ 0.62
----------
BALANCE, MARCH 31, 2000............................................ 4,260,000 $ 0.47
==========
EXERCISABLE, MARCH 31, 2000........................................ 3,226,000 $ 0.52
==========
</TABLE>
Information about stock options outstanding at March 31, 2000 is summarized as
follows:
WEIGHTED-
AVERAGE
REMAINING
EXERCISE STOCK OPTIONS STOCK OPTIONS CONTRACTUAL
PRICE OUTSTANDING EXERCISABLE LIFE
-------- ----------- ------------ ------------
$ 0.31 2,775,000 1,741,000 8.8 years
$ 0.67 400,000 400,000 3.0 years
$ 0.75 1,025,000 1,025,000 5.9 years
$ 1.45 60,000 60,000 3.6 years
----------- ------------
4,260,000 3,226,000
=========== ============
The weighted-average remaining contractual life of the options outstanding
at March 31, 2000 is 7.48 years.
The Company accounts for stock options granted to non-employees in
accordance with SFAS No. 123, which requires that non-cash compensation
expense be recognized over the expected period of benefit. As a result, the
Company recorded compensation expense of $73,000 and $152,000 during the
years ended March 31, 2000 and 1999, respectively, which is included in the
accompanying statements of operations.
31
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company accounts for its stock options granted to employees and
directed under APB No. 25 under which no compensation cost has been
recognized. Had compensation cost for the Company's stock option plans
been determined consistent with SFAS No. 123, the Company's net loss
available to common stockholders and net loss available to common
stockholders per common share would have been reduced to the following:
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Net loss available to common stockholders
As reported....................................................... $(1,048,000) $(1,718,000)
Pro forma......................................................... $(1,048,000) $(1,807,000)
Basic and diluted loss available to common stockholders per common
share
As reported....................................................... $ (0.03) $ (0.05)
Pro forma......................................................... $ (0.03) $ (0.06)
</TABLE>
These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense related
to grants made before 1995. The fair value of these options was estimated
at the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions for the year ended March 31, 1999.
(There were no options granted during the year ended March 31, 2000):
dividend yield of 0%, expected volatility of 100%, risk-free interest rate
of 5.3%, and expected life of five years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
WARRANTS
Information regarding the Company's warrants outstanding for the years
ended March 31, 2000 and 1999 is summarized as follows:
<TABLE>
<CAPTION>
WEIGHTED-
SHARES AVERAGE
UNDER EXERCISE
WARRANT PRICE
------------ ---------
<S> <C> <C>
Balance, March 31, 1998............................................... $ 6,221,032 $ 1.32
Granted............................................................... $ 650,000 $ 0.44
Expired............................................................... $(1,382,777) $ 1.88
-----------
Balance March 31, 1999................................................ $ 5,488,255 $ 1.07
Granted............................................................... $ 4,687,539 $ 0.20
Exercised............................................................. $(1,228,266) $ 0.20
Expired............................................................... $(3,296,755) $ 1.43
------------
BALANCE, MARCH 31, 2000............................................... $ 5,650,773 $ 0.30
============
EXERCISABLE, MARCH 31, 2000........................................... $ 5,650,773 $ 0.30
============
</TABLE>
32
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A summary of the common stock purchase warrants as of March 31, 2000 is
summarized as follows:
<TABLE>
<CAPTION>
NUMBER
EXERCISE EXPIRATION OF
CLASS PRICE DATE WARRANTS
----- ------- ---------- ---------
<S> <C> <C> <C>
F..................................................... $0.55 01/26/01 521,500
Convertible........................................... $0.31 12/12/06 500,000
Convertible........................................... $0.31 11/01/02 50,000
Convertible........................................... $0.28 10/19/04 108,039
Bridge................................................ $0.50 12/11/02 630,000
Bridge................................................ $0.50 07/26/03 210,000
Bridge................................................ $0.38 10/24/03 280,000
Bridge................................................ $0.38 04/24/03 50,000
Bridge................................................ $0.19 04/25/04 340,000
Bridge................................................ $0.28 10/23/04 68,000
Series B.............................................. $0.20 11/23/00 2,893,234
---------
TOTAL.............................................. 5,650,773
=========
</TABLE>
The fair value of each warrant granted in connection with the financing
arrangement is estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions: risk-free interest
rate of 6%, based on the rate at the grant date on a zero-coupon, United
States government issue with a term equal to the term of the note, and
expected volatility between 30% and 50%.
During the year ended March 31, 2000, the Company repaid bridge loans of
$170,000 to two members of the Board of Directors and other officers.
Related to these loans, the Company issued 408,000 warrants as incentives
to extend the due dates. Of these warrants, 340,000 have an exercise price
of $0.1875 per share, and 68,000 warrants have an exercise price of $0.2813
per share. All warrants vest immediately and expire five years from the
date of issuance. The Company recorded $76,000 of interest expense during
the year ended March 31, 2000.
During the year ended March 31, 2000, the Company awarded 50,000 warrants
to a consultant for services rendered. The warrants have an exercise price
of $0.3125 and vest immediately with a term of three years. The Company has
not recorded expense related to these warrants as they are deemed
immaterial.
During the year ended March 31, 2000, the Company issued 108,039 warrants
to officers as an incentive to extend their salary deferment. The warrants
have an exercise price of $0.2813 and vest immediately with a term of five
years. The Company has not recorded expense related to these warrants as
they are deemed immaterial.
33
<PAGE>
SOLIGEN TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 11--INCOME TAXES
The tax effects of temporary differences which give rise to the deferred
tax provision (benefit) at March 31, 2000 consisted of the following:
Deferred tax assets
Net operating loss carryforward.............. $4,146,000
Vacation accrual............................. 42,000
Unicap....................................... 1,000
Allowance for bad debts...................... 58,000
Inventory reserves........................... 27,000
Deferred tax liabilities
Depreciation and amortization................ (180,000)
----------
Total net deferred tax assets............ 4,094,000
Valuation allowance............................. 4,094,000
---------
TOTAL........................................ $ --
==========
There is no assurance that the Company will be profitable in future
periods; therefore, a valuation allowance has been recognized for the full
amount of the deferred tax assets for the year ended March 31, 2000. As of
March 31, 2000, the Company has federal and state income tax operating loss
carryforwards of approximately $10,000,000 and $5,500,000, respectively,
which expire through 2013. Under Section 382 of the Internal Revenue Code,
the availability of net operating loss and credit carryforwards may be
reduced in the event of a greater than 50% change in ownership over a
three-year period. In the event that such a change is deemed to have
occurred, the Company's use of net operating losses and credits may be
limited.
34
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SOLIGEN TECHNOLOGIES, INC.
(Registrant)
By: /S/ YEHORAM UZIEL
---------------------------------
Yehoram Uziel, President, CEO,
Director and Chairman of the Board
Date: June 26, 2000
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /s/ YEHORAM UZIEL President, CEO, Director and June 26, 2000
--------------------------------- Chairman of the Board
Yehoram Uziel (principal executive officer)
By: /s/ ROBERT KASSEL Chief Financial Officer June 26, 2000
--------------------------------- (principal financial officer and
Robert Kassel principal accounting officer)
By: */s/ DR. MARK W. DOWLEY Director June 26, 2000
---------------------------------
Dr. Mark W. Dowley
By: */s/ KENNETH T. FRIEDMAN Director June 26, 2000
---------------------------------
Kenneth T. Friedman
By: */s/ DAVID HADLEY Director June 26, 2000
---------------------------------
David Hadley
By: */s/ PATRICK J. LAVELLE Director June 26, 2000
---------------------------------
Patrick J. Lavelle
By: */s/ WILLIAM SPIER Director June 26, 2000
---------------------------------
William Spier
By: */s/ YEHORAM UZIEL Attorney-In-Fact June 26, 2000
---------------------------------
Yehoram Uziel
</TABLE>
35
