1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
Commission File No. 000-21325
Mansur Industries Inc.
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(Exact Name of Small Business Issuer as Specified in its Charter)
8305 N.W. 27th Street, Suite 107
Miami, Florida 33122
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(Address of Principal Executive Offices)
(305) 593-8015
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(Issuer's Telephone Number, Including Area Code)
Florida 65-0226813
- ------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of 1934 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_____
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of common stock par value $.001 outstanding was 4,601,309
as of the close of business on May 14, 1999.
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MANSUR INDUSTRIES INC
INDEX TO FORM 10-QSB
QUARTER ENDED MARCH 31, 1999
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets-
As of March 31, 1999 and December 31, 1998
Condensed Statements of Operations-
For the three months ended March 31, 1999 and 1998
Condensed Statements of Cash Flows-
For the three months ended March 31, 1999 and 1998
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
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MANSUR INDUSTRIES INC.
CONDENSED BALANCE SHEETS
March 31, 1999 and December 31, 1998
(In thousands, except per share data)
March 31,
1999 December 31,
(Unaudited) 1998
---------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents $ 390 $ 3,199
Accounts receivable, net 1,957 2,255
Inventories, net 4,386 4,077
Other assets 445 369
-------- --------
Total current assets 7,178 9,900
Property and equipment, net 2,859 2,909
Intangible assets, net 135 113
Other assets 1,106 1,285
-------- --------
Total assets $ 11,278 $ 14,207
======== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 3,167 $ 2,390
Deferred revenue 174 174
Current installments of obligations under capital leases 239 273
-------- --------
Total current liabilities 3,580 2,837
Long-term debt, excluding current installments 19,539 19,214
-------- --------
Total liabilities 23,119 22,051
Stockholders' (deficit):
Common stock, $0.001 par value. Authorized 25,000,000
shares, issued and outstanding 4,601,309 shares for
1999 and 1998 5 5
Additional paid-in capital 11,116 11,116
Accumulated deficit (22,962) (18,965)
-------- --------
Total stockholders' (deficit) (11,841) (7,844)
-------- --------
Total liabilities and stockholders' (deficit) $ 11,278 $ 14,207
======== ========
See accompanying notes to condensed financial statements.
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MANSUR INDUSTRIES INC.
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 and 1998
(Unaudited)
(In thousands, except per share data)
Three Months Ended
---------------------------------
March 31, March 31,
1999 1998
----------- -----------
Sales $ 4,013 $ 1,282
Cost of sales 1,883 1,049
----------- -----------
Gross margin 2,130 233
Operating expenses:
Research and product development 173 40
Sales, general and administrative 5,507 1,740
----------- -----------
5,680 1,780
----------- -----------
Loss from operations (3,550) (1,547)
Interest (expense), net (447) (94)
----------- -----------
Net loss $ (3,997) $ (1,641)
=========== ===========
Basic and diluted net loss
per share $ (0.87) $ (0.36)
=========== ===========
Weighted-average of common shares
outstanding 4,601,309 4,601,309
=========== ===========
See accompanying notes to condensed financial statements.
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MANSUR INDUSTRIES INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1999 and 1998
(Unaudited)
March 31, March 31,
1999 1998
----------- -----------
Cash used in operating activities:
Net (loss) $ (3,997) $ (1,641)
Adjustments to reconcile net (loss) to net cash
used in operating activities:
Depreciation and amortization 87 36
Provision for bad debts 74 --
Provision for obsolete inventory 200 --
Payment-in-kind interest on convertible debt 386 --
Changes in operating assets and liabilities:
Inventory (509) (32)
Accounts receivable 224 (616)
Other assets 103 (1,140)
Intangible assets (23) (4)
Accounts payable and accrued expenses 784 747
-------- --------
Net cash used in operating activities (2,671) (2,650)
-------- --------
Cash used in investing activities:
Purchase of property and equipment (42) (195)
-------- --------
Net cash used in investing activities (42) (195)
Cash provided from (used in) financing activities:
Proceeds from issuance of convertible debt -- 17,000
Repayments of capital lease obligations (96) (35)
-------- --------
Net cash provided from (used in) financing activities (96) 16,965
-------- --------
Net increase (decrease) in cash and cash equivalents (2,809) 14,120
Cash and cash equivalents, beginning of period 3,199 2,243
-------- --------
Cash and cash equivalents, end of period $ 390 $ 16,363
======== ========
See accompanying notes to condensed financial statements.
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'
MANSUR INDUSTRIES INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)
AND DECEMBER 31, 1998 (AUDITED)
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING
PRONOUNCEMENTS
Mansur Industries Inc. (the "Company") is primarily engaged in the design,
development, manufacture, marketing and distribution of technologically and
environmentally superior industrial parts cleaning equipment for use in the
automotive, aviation and marine industries and in a wide range of industrial and
manufacturing applications in both the private and governmental sectors. The
Company's proprietary line of advanced industrial cleaning equipment
incorporates integrated recycling technologies for solvents and solutions
thereby continuously recovering valuable resources on site and significantly
minimizing hazardous waste generation.
(1) BASIS OF PRESENTATION
The accompanying unaudited interim condensed financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-QSB.
Accordingly, certain information and footnotes required by generally accepted
accounting principles for complete financial statements are not included herein.
The interim condensed statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB as filed with the Securities and Exchange Commission for the year
ended December 31, 1998.
Interim condensed statements are subject to possible adjustments in connection
with the annual audit of the Company's accounts for the full year 1999; in the
Company's opinion, all adjustments necessary for a fair presentation of these
interim condensed statements have been included and are of a normal and
recurring nature.
(2) RECENT DEVELOPMENTS
CONVERTIBLE PREFERRED STOCK
On May 6, 1999, the Company entered into an agreement (the "Purchase Agreement")
to sell an aggregate of 50,500 shares (the "Shares") of newly created Series B
Convertible Preferred Stock (the "Series B Preferred Stock") to certain
investors identified in the Purchase Agreement for an aggregate purchase price
of $5,050,000. Pursuant to the terms of a Certificate of Designation of Series B
Convertible Preferred Stock (the "Certificate") adopted by the Company, which
Certificate will become effective immediately prior to the consummation of the
transactions contemplated by the Purchase Agreement, the Company has designated
an aggregate of 150,000 shares of Series B Preferred Stock with each share
having a liquidation value of $100. As set forth in the Certificate, the
dividend rate payable on the outstanding shares of Series B Preferred Stock
shall be 8.25% of the liquidation value of each share per annum. During the
period commencing on the date of the initial issuance of shares of Series B
Preferred Stock and continuing through the second anniversary of the date
thereof, all dividends shall be paid by the Company, in lieu of cash, through
the issuance of additional shares of Series B Preferred Stock valued at the
liquidation value. Thereafter, all such dividends may, at the option of the
Company, be paid in lieu of cash, through the issuance of additional shares of
the Series B Preferred Stock, cash legally available for payment of dividends,
or any combination of Series B Preferred Stock and cash. Each holder of shares
of Series B Preferred Stock shall have the right, at any time or from time to
time prior to May 17, 2004 (the "Redemption Date") to convert its shares of
Series B Preferred Stock into shares of the Company's Common Stock par value
$.001 per share (the "Common Stock") at a conversion price of $8.25 per share,
subject to adjustment in certain circumstances. Subject to earlier conversion,
commencing on May 17, 2002, the Company shall have the right to redeem
outstanding shares of Series B Preferred Stock at a redemption price of 104% (if
redemption occurs during 2002) or 102% (if redemption occurs during 2003) of the
liquidation value of the redeemed shares. The holders of Series B Preferred
Stock will vote together with the holders of the Common Stock as a single class
on all matters to come before a vote of the shareholders of the Company, with
each share of Series B Preferred
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Stock entitled to a number of votes equal to the number of shares of Common
Stock into which it is then convertible. The consummation of the transactions
contemplated by the Purchase Agreement is subject to various closing conditions.
REVOLVING LINE OF CREDIT
On May 17, 1999, the Company and its wholly-owned subsidiary SystemOne
Technolgies Inc. (collectively, the "Borrowers") entered into a Loan and
Security Agreement (the "Loan Agreement") with Capital Business Credit (the
"Lender"), a division of Capital Factors, Inc., which initially provides the
Borrowers with a $750,000 revolving line of credit (the "Revolver"). The
principal amount that can be borrowed under the Revolver will increase to $1.5
million at such time as the Company consummates a sale or sales of equity
securities generating gross proceeds of at least $10.0 million. The Loan
Agreement has an initial term of one year, which term shall automatically be
renewed for successive one-year periods unless earlier terminated by either of
the parties in accordance with the terms thereof. In connection with the Loan
Agreement, the Borrowers granted the Lender a security interest in, among other
things, their accounts receivable and inventory. Pursuant to the Loan Agreement,
the Borrowers may borrow from time to time up to 85% of their net eligible
accounts receivable not to exceed the maximum available credit line. Amounts
advanced under the Revolver accrue interest at a rate of prime plus 2.5%. During
the term of the Loan Agreement, the Borrowers are required to pay the Lender an
annual facility fee of $7,500 and a loan administration fee of $1,000 per month.
(3) SIGNIFICANT COMMITMENTS
As of March 31, 1999 the Company had open purchase orders of approximately $1.0
million for component part inventory. This inventory will be used to build
finished goods inventory over the next quarter for resale to potential
customers.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
condensed Financial Statements, including the notes thereto, contained elsewhere
in this 10-QSB and the Company's Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 1998.
GENERAL
The Company was incorporated in November 1990 and, as a development stage
company, devoted substantially all of its resources to research and development
programs related to its full line of self contained, recycling industrial parts
washers until June 1996. The Company commenced its planned principal operations
in July 1996.
Since July 1996, the Company has made its SystemOne(R) Washer and services
available to the public through a third party leasing program and through direct
sale of the equipment. Under the third party leasing program, the Company
recognizes revenue from the sale of parts washers at the time the equipment is
delivered by the Company. In general, the revenue recognized approximates the
discounted present value of the payment stream related to the underlying lease.
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In January 1997, following a four-month pilot program, the Company entered into
a sales representative agreement with First Recovery, an affiliate of Ashland,
Inc. (the "Representation Agreement"), pursuant to which First Recovery served
as the Company's exclusive distributor of the SystemOne(R) Washers in 21
metropolitan areas. The Representation Agreement replaced the Company's original
limited pilot program with First Recovery covering the Dallas and Houston, Texas
markets. In December 1997, the Company entered into a Purchase and Distribution
Agreement with First Recovery (the "Purchase and Distribution Agreement"), which
agreement replaced the Representation Agreement and extended the exclusive
distribution relationship of the parties in a limited territory consisting
primarily of 21 major metropolitan markets throughout the United States. The
Purchase and Distribution Agreement expired June 30, 1998 and was not renewed.
In an effort to enhance long-term profitability and preserve strategic
opportunities, in November 1997, the Company commenced the development of a
direct marketing and distribution organization for its SystemOne(R) product
line. Since such development, the Company has been ramping up its direct
marketing and distribution capabilities and expects that the investment in its
direct distribution infrastructure will result in a long-term operating strategy
that maximizes market share through aggressive factory direct pricing and
increases operating profits. No assurance can be given that the Company's
efforts in establishing direct marketing and distribution capabilities will be
successful.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
Revenues increased by $2,731,000, or 213.0% to $4,013,000 for the three months
ended March 31, 1999 from $1,282,000 for the three months ended March 31, 1998.
Revenues for the three months ended March 31, 1999 were comprised entirely of
direct sales through the Company's developing direct distribution
infrastructure. In contrast, revenues for the three months ended March 31, 1998
were comprised almost entirely of one large order from a single third party
distributor.
Gross margin increased by $1,897,000, or 814.2% to $2,130,000 for the three
months ended March 31, 1999 from $233,000 for the three months ended March 31,
1998. The increase in gross margin is attributable to increased sales of the
Company's SystemOne(R) Washers for the current period compared to the comparable
period of the prior year. As a percentage of net sales, gross margin represented
53.1% and 18.2% for the three months ended March 31, 1999 and 1998,
respectively. The increase in gross margin as a percentage of net sales for the
three months ended March 31, 1999 is primarily the result of higher gross
margins attained for the Company's SystemOne(R) Washers in the Company's direct
distribution infrastructure.
Selling, general and administrative expenses for the three months ended March
31, 1999 were $5,507,000, an increase of $3,767,000, or 216.5% compared to
selling, general and administrative expenses of $1,740,000 for the three months
ended March 31, 1998. The increase in selling, general and administrative
expenses was primarily the result of hiring additional personnel in connection
with the Company's ramping up of its direct marketing and distribution
capabilities, establishment of support centers and the leasing of additional
manufacturing capacity in order to support the Company's increased production.
The Company's research and development expenses increased by $133,000 from
$40,000 during the three months ended March 31, 1998 to $173,000 for the three
months ended March 31, 1999. The increase was primarily due to increased use of
product related materials in basic and applied research during the three months
ended March 31, 1999.
The Company recognized interest expense, net of $447,000 for the three months
ended March 31, 1999, compared to interest expense, net of $94,000 for the three
months ended March 31, 1998. The increase in interest expense for the three
months ended March 31, 1999 was primarily due to an increase in the interest
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accrued for the Company's Subordinated Convertible Notes due 2003 sold in a
private placement consummated in February 1998.
As a result of the foregoing, the Company incurred a net loss of $3,997,000 for
the three months ended March 31, 1999 compared to a net loss of $1,641,000 for
the three months ended March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company had working capital of $3,598,000 and cash and
cash equivalents of $390,000.
On May 17, 1999, the Company and its wholly-owned subsidiary SystemOne
Technologies Inc. entered into a Loan and Security Agreement with Capital
Business Credit, a division of Capital Factors, Inc., which initially provides
the Borrowers with a $750,000 revolving line of credit. The principal amount
that can be borrowed under the Revolver will increase to $1.5 million at such
time as the Company consummates a sale or sales of equity securities generating
gross proceeds of at least $10.0 million. The Loan Agreement has an initial
term of one year, which term shall automatically be renewed for successive
one-year periods unless earlier terminated by either of the parties in
accordance with the terms thereof. In connection with the Loan Agreement, the
Borrowers granted the Lender a security interest in, among other things, their
accounts receivable and inventory. Pursuant to the Loan Agreement, the
Borrowers may borrow from time to time up to 85% of their net eligible accounts
receivable not to exceed the maximum available credit line. Amounts advanced
under the Revolver accrue interest at a rate of prime plus 2.5%. During the
term of the Loan Agreement, the Borrowers are required to pay the Lender an
annual facility fee of $7,500 and a loan administration fee of $1,000 per month.
In February 1998, the Company consummated a private placement (the "Private
Placement") of $17.0 million in principal amount of 8 1/4% Subordinated
Convertible Notes due 2003 (the "Notes"). Interest on the Notes is payable
semi-annually and during the first two years is payable through the Company's
issuance of additional Notes and thereafter, at the election of the Company, is
payable either in cash or through the issuance of additional Notes. The Notes
are convertible by the holders thereof into shares of the Company's common
stock, $.001 par value, at a conversion price equal to $17.00 per share (the
"Conversion Price") and automatically convert into shares of Common Stock after
February 23, 1999, if the closing price of the Common Stock, as reported on the
Nasdaq SmallCap Market, exceeds 175% of the Conversion Price for a period of
twenty consecutive trading days, including the twenty trading days immediately
preceding February 23, 1999. The Company may redeem the Notes after February 23,
2001 under certain circumstances. The Company has used the proceeds of the
Private Placement to accelerate the development of its direct marketing and
distribution organization, expand manufacturing operations, and for working
capital and general corporate purposes.
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The Company's primary sources of working capital have been the net proceeds from
the Company's Private Placement of Notes consummated in February 1998, its lease
financing arrangement with First Sierra and direct sales to customers. Since its
inception, the Company has financed its operations through a number of stock and
debt issuances and conversions.
The Company's material financial commitments relate principally to its
obligations to make lease payments pursuant to certain real property and
equipment leases (currently approximately $184,000 per month), and installment
payments for manufacturing equipment (currently approximately $33,000 per
month).
The Securities and Exchange Commission has issued Staff Legal Bulletin No. 5
stating that public operating companies should consider whether there will be
any anticipated costs, problems and uncertainties associated with the Year 2000
issue, which affects many existing computer programs that use only two digits to
identify a year in the date field. The Company has recently upgraded its
computer operating systems and believes that such systems are Year 2000
compliant. Additionally, the Company intends that any computer systems that it
may purchase or lease in the future will have already addressed the Year 2000
issue and anticipates that its business operations will electronically interact
with third parties very minimally, if at all. However, the Company has not fully
assessed the impact of the Year 2000 issue on third parties with whom the
Company has material relationships, including its suppliers. The Company will
undertake, where necessary, reasonable efforts in order to assess the Year 2000
readiness of third parties with which it has material relationships.
The Company has spent approximately $25,000 in order to complete its Year 2000
efforts. The Company does not expect to spend any additional amounts in
connection with Year 2000 readiness. All system modification costs associated
with Year 2000 readiness have between expensed as incurred.
The Company currently believes that the Year 2000 issue will not present a
materially adverse risk to its future results of operations, liquidity, and
capital resources. However, if the Company's belief that its computer operating
systems are compliant is incorrect or the level of timely compliance by key
suppliers or vendors is not sufficient, the Year 2000 issue could have a
material impact on the Company's operations including, but not limited to,
delays in delivery of supplies resulting in loss of revenue, increased operating
costs, loss of customers or suppliers, or other significant disruptions to the
Company's business.
Capital requirements relating to the implementation of the Company's business
plan have been significant. The Company believes that its ability to generate
cash from operations is dependent upon, among other things, increased demand for
its products and services and the success of its direct marketing and
distribution capabilities. In order to reduce certain of the Company's up-front
capital requirements associated with manufacturing operations, as well as
service center and service fleet development, the Company leases and intends to
continue to lease rather than purchase, to the extent possible, equipment and
vehicles. The Company will continue to seek additional sources of financing
which will supplement the proceeds from the sale of Convertible Preferred Stock,
the Revolving Line of Credit, and the Company's revenues from operations, to
satisfy its cash requirements over the next twelve months. There can be no
assurance that the Company will have sufficient capital resources to permit the
Company to continue implementation of its business plan and no assurance can be
given that any additional financing will be available to the Company on
acceptable terms, or at all. If adequate funds are not available, the Company's
business operations could be materially adversely affected.
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As indicated in the accompanying financial statements, as of March 31, 1999, the
Company's accumulated deficit totaled $22,962,000.
The Company's cash and cash equivalents balance decreased by $2,809,000 from
$3,199,000 as of December 31, 1998 to $390,000 as of March 31, 1999, primarily
due to the use of cash in the Company's operations. Since the Company commenced
the sale of its products, the Company has experienced negative cash flow from
its operating activities.
CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS.
The foregoing Management's Discussion and Analysis contains various "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events, including, but not limited to, statements regarding growth in sales of
the Company's products and the sufficiency of the Company's cash flow for its
future liquidity and capital resource needs. These forward looking statements
are further qualified by important factors that could cause actual events to
differ materially from those in such forward looking statements. These factors
include, without limitation, increased competition, the sufficiency of the
Company's patents, the ability of the Company to manufacture its systems on a
cost effective basis, market acceptance of the Company's products and the
effects of governmental regulation. Results actually achieved may differ
materially from expected results included in these statements as a result of
these or other factors.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION.
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Mansur Industries Inc.
Date: May 17, 1999 /s/ PAUL I. MANSUR
---------------------------
PAUL I. MANSUR
Chief Executive Officer
(Principal Executive Officer)
Date: May 17, 1999 /s/ RICHARD P. SMITH
---------------------------
RICHARD P. SMITH
Vice President of Finance and Chief
Financial Officer
(Principal Financial Accounting Officer)