-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rv9QTvBhfCvvWGPiBN4Em/e4LVg08MeBAQc4lw7la8FwWRSjf6Vk0iP8QNya6LoT NxEiPcdgj69PQsiuhsa5WQ== 0001019687-05-001260.txt : 20050506 0001019687-05-001260.hdr.sgml : 20050506 20050505193748 ACCESSION NUMBER: 0001019687-05-001260 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMISTAR CORP CENTRAL INDEX KEY: 0000741559 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 952747332 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13403 FILM NUMBER: 05805169 BUSINESS ADDRESS: STREET 1: 237 VIA VERA CRUZ CITY: SAN MARCOS STATE: CA ZIP: 92069 BUSINESS PHONE: 6194713967 MAIL ADDRESS: STREET 1: 237 VIA VERA CRUZ CITY: SAN MARCOS STATE: CA ZIP: 92069 10QSB 1 amistar_10q-033105.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE For the transition period from __________ to __________. COMMISSION FILE NUMBER: 0-13403 AMISTAR CORPORATION (Exact name of small business issuer as specified in its charter) CALIFORNIA 95-2747332 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 237 Via Vera Cruz San Marcos, California 92078 (Address of principal executive offices) (Zip code) (760) 471-1700 (Issuer's telephone number, including area code) 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 [ ] There were 3,142,794 shares of common stock outstanding as of April 29, 2005. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] AMISTAR CORPORATION FORM 10-QSB TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements...................................................3 Notes to the Unaudited Condensed Consolidated Financial Statements ....6 Item 2. Management's Discussion and Analysis and Results of Operations........13 Item 3. Controls and Procedures...............................................17 PART II OTHER INFORMATION Item 1. Legal Proceedings.....................................................18 Item 6. Exhibits and Reports on Form 8-K......................................18 Part I ITEM 1. FINANCIAL STATEMENTS AMISTAR CORPORATION Condensed Consolidated Balance Sheets (Unaudited and in thousands, except share data) Mar. 31, Dec. 31, 2005 2004 (A) ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 1,496 $ 3,172 Restricted cash 79 2,788 Trade accounts receivable, net of reserves of $59 (2005) and $66 (2004) 2,706 1,727 Inventories, net of reserves of $2,066 (2005) and $2,166 (2004) 3,386 4,619 Prepaid expenses 187 162 ----------- ----------- Total current assets 7,854 12,468 Property and equipment, net 360 351 Other assets 469 469 ----------- ----------- $ 8,683 $ 13,288 =========== =========== LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 522 $ 1,964 Accrued liabilities 1,113 850 Industrial development bonds -- 2,700 Current portion of deferred gain on sale lease-back of property 417 417 ----------- ----------- Total current liabilities 2,052 5,931 Deferred gain on sale of property, net of current portion 3,627 3,731 Other long-term liabilities 59 44 ----------- ----------- Total liabilities 5,738 9,706 ----------- ----------- Shareholders' equity: Preferred stock,$.01 par value. Authorized 2,000,000 shares; none outstanding -- -- Common stock, $.01 par value. Authorized 20,000,000 shares; 3,142,794 and 3,142,544 shares issued and outstanding at Mar. 31, 2005 and Dec. 31, 2004, respectively 32 31 Additional paid-in capital 4,670 4,654 Retained deficit (1,757) (1,103) ----------- ----------- Total shareholders' equity 2,945 3,582 ----------- ----------- $ 8,683 $ 13,288 =========== =========== (A) Derived from the audited consolidated financial statements as of December 31, 2004. See accompanying notes to unaudited condensed consolidated financial statements.
3 AMISTAR CORPORATION Condensed Consolidated Statements of Operations (Unaudited and in thousands, except per share data) Three months ended Mar. 31, 2005 2004 ----------- ----------- Net sales $ 4,550 $ 3,056 Cost of sales 4,047 2,527 ----------- ----------- Gross profit 503 529 ----------- ----------- Operating expenses: Selling 450 367 General and administrative 645 395 Engineering, research and development 178 117 ----------- ----------- 1,273 879 ----------- ----------- Loss from Operations (770) (350) Other income 117 -- ----------- ----------- Loss before income taxes (653) (350) Income taxes 1 1 ----------- ----------- Net loss $ (654) $ (351) =========== =========== Loss per common share- basic and diluted $ (0.21) $ (0.11) =========== =========== Weighted average shares outstanding, basic and diluted 3,143 3,081 =========== =========== See accompanying notes to unaudited condensed consolidated financial statements. 4 AMISTAR CORPORATION Consolidated Statements of Cash Flows (Unaudited and in thousands) Three months ended March 31, 2005 2004 - ------------------------------------------------------------------------------------- Cash flows from operating activities: Net loss $ (654) $ (351) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 41 88 Amortization of deferred gain on sale lease-back of property (104) -- Non-cash compensation expense 16 -- Changes in assets and liabilities: Trade accounts receivable, net (979) (82) Inventories, net 1,233 71 Prepaid expenses and other assets (25) 162 Accounts payable, accrued and other liabilities (1,164) 340 ------- ------- Net cash provided by (used in) operating activities (1,636) 228 ------- ------- Cash flows from investing activities: Purchase of property and equipment (50) (181) ------- ------- Cash flows from financing activities: Redemption of Industrial Development Bonds (2,700) (100) Decrease in restricted cash, net 2,709 70 Exercise of stock options 1 -- ------- ------- Net cash provided by (used in) financing activities 10 (30) ------- ------- Net increase (decrease) in cash and cash equivalents (1,676) 17 Cash and cash equivalents, beginning of period 3,172 2,439 ------- ------- Cash and cash equivalents, end of period $ 1,496 $ 2,456 ======= ======= Supplemental disclosure of cash flow information- Cash paid during the period for: Interest $ 4 $ 7 ======= ======= Income taxes $ 26 $ 4 ======= ======= See accompanying notes to unaudited condensed consolidated financial statements. 5
AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements (Unaudited) (1) BUSINESS AND CURRENT EVENTS Litigation - ---------- On August 26, 2004, Amistar Corporation, Distributed Delivery Networks, Inc. ("ddn") and William Holmes (the CEO of ddn) were sued by Asteres, Inc. in the California Superior Court for the County of San Diego, California. The complaint alleges causes of action for misappropriation of trade secret, breach of a confidential disclosure agreement, unfair competition and breach of the covenant of good faith and fair dealing. The plaintiff is seeking damages and injunctive relief. As of the filing date of this report, the Company is unable to estimate the possible monetary award and based on its affirmative defenses, believes that an unfavorable outcome to the Company is not probable. The case is currently in the discovery phase with a trial date scheduled for September 2005. The Company believes that the complaint has no merit and intends to vigorously defend against the allegations including seeking dismissal in a summary judgment hearing scheduled for July 2005. Liquidity and Management's Plan - ------------------------------- The Company, consistent with its plan described in its 10-KSB for 2004, substantially completed the approximately $2,300,000 order to a defense-industry customer during the current quarter, which contributed to an inventory reduction of approximately $1,233,000. As of April 29, 2005, the Company has collected approximately $833,000 of its receivable from the defense-industry customer related to shipments in the current quarter. The Company expects to further improve its cash position in the second quarter by further reduction of non-cash working capital. The Company projects that ddn will exhaust its funds during the second or third quarter of 2005 and expects to continue to fund ddn's cash shortfall on a month by month basis as required. Management expects to incur additional operating losses in fiscal 2005 as a result of expenditures for marketing costs for ddn and litigation costs. The timing and amounts of these expenditures and the extent of the Company's operating losses will depend on future product sales levels and other factors, some of which are beyond management's control. Based on the Company's cash position, and assuming currently planned expenditures and level of operations, management believes the Company will have sufficient capital resources for the next twelve months. Management believes increased product sales will provide additional operating funds. There can be no assurances that the Company will be successful in achieving these objectives. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - --------------------- The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of the Company, however, the accompanying unaudited condensed 6 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of March 31, 2005, its results of operations for the three months ended March 31, 2005 and 2004, and its cash flows for the three months ended March 31, 2005 and 2004, respectively. The results of operations of the Company for the three-month period ended March 31, 2005 may not be indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on March 30, 2005. Inventories - ----------- Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead costs. Inventories consist of the following (in thousands), net of reserves of $3,386 and $4,619 at March 31, 2005 and December 31, 2004, respectively: Mar. 31, Dec. 31, 2005 (In thousands) 2004 (In thousands) ---------------------------------------- -------------------------------------- AIA AMS Total AIA AMS Total --- --- ----- --- --- ----- Raw Material $ 319 $1,357 $1,676 $ 331 $2,001 $ 2,332 Work In Process 903 91 994 642 691 1,333 Finished Goods 469 247 716 553 401 954 ---------------------------------------- -------------------------------------- Total $1,691 $1,695 $3,386 $ 1,526 $3,093 $ 4,619 ======================================== ======================================
EARNINGS PER COMMON SHARE The Company calculates net loss per share in accordance with SFAS No. 128, Earnings Per Share. Under SFAS No. 128, basic net earnings per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per common share reflects the effects of potentially dilutive securities. Weighted average shares used to compute net loss per share are presented below (in thousands): Three months ended Mar. 31, 2005 2004 ----------- ----------- Weighted-average shares, basic 3,143 3,081 Dilutive effect of stock options -- -- ----------- ----------- Weighted-average shares, diluted 3,143 3,081 =========== =========== 7 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) Options to purchase approximately 150,000 and 166,000 shares of potentially dilutive common stock were excluded from the calculation of diluted net loss per share for the three months ended March 31, 2005 and 2004 respectively, because the effects of these instruments were anti-dilutive. Industrial Development Bonds - ---------------------------- On December 16, 2004, the Company consummated a sale-leaseback transaction whereby the headquarters facility was sold. The Company recorded a gain on the sale- leaseback of property of approximately $4,165,000 in 2004, which is being amortized over the ten-year term of the loan. The Company amortized $104,000 of the deferred gain on sale lease-back of property during the current quarter. A substitution of collateral was made to support the letter of credit with the Company's bank, which supported the industrial development bonds at December 31, 2004. Substitute collateral in the form of approximately $2,738,000 in cash proceeds from the sale was deposited in a restricted cash account with the Company's bank and the liens held by the Company's bank against the headquarters facility and other Company assets was removed. During the current quarter, the bonds were redeemed in full and the letter of credit terminated. The balance of the restricted cash account at March 31, 2005 totaling $79,489 was returned to the Company's unrestricted cash account subsequent to March 31, 2005. 8 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) Industry Segments and Geographic Information - -------------------------------------------- The following table summarizes the Company's three operating segments: Amistar Industrial Automation ("AIA"), which encompasses the manufacture and distribution of manufacturing machinery, specialty products, and related accessories, Amistar Manufacturing Services ("AMS"), which encompasses electronics manufacturing services, and the Company's subsidiary Distributed Delivery Networks ("ddn"), which encompasses prototype development, manufacturing, start-up operating costs, and marketing of automation equipment primarily to the retail market. The Company identifies reportable segments based on the unique nature of operating activities, customer base and marketing channels. Information is also provided by major geographical area (dollars in thousands). AIA ------------------------------------- United States Foreign Total AMS ddn Corporate Total - ------------------------------------------------------------------------------------------------------------------- ------------ THREE MONTHS ENDED MAR. 31, 2005 Net sales $ 1,007 $ 124 $ 1,131 $ 3,419 $ - $ - $ 4,550 ============ =========== ============ ============ =========== =============== ============ Depreciation and amortization 2 - 2 29 - 10 41 ============ =========== ============ ============ =========== =============== ============ Loss from operations (244) (30) (274) (248) (248) - (770) ============ =========== ============ ============ =========== =============== ============ Total assets 2,370 36 2,406 4,047 188 2,042 8,683 ============ =========== ============ ============ =========== =============== ============ Additions to long-lived assets 30 - 30 14 - 6 50 ============ =========== ============ ============ =========== =============== ============ THREE MONTHS ENDED MAR. 31, 2004 Net sales $ 1,174 $ 36 $ 1,210 $ 1,846 $ - $ - $ 3,056 ============ =========== ============ ============ =========== =============== ============ Depreciation and amortization 22 - 22 58 - 8 88 ============ =========== ============ ============ =========== =============== ============ Loss from operations 7 - 7 (147) (210) - (350) ============ =========== ============ ============ =========== =============== ============ Total assets 4,462 22 4,484 2,077 - 3,741 10,302 ============ =========== ============ ============ =========== =============== ============ Additions to long-lived assets 21 - 21 157 - 3 181 ============ =========== ============ ============ =========== =============== ============
9 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) Product Warranty Information - ---------------------------- The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company's warranty obligation is affected by product failure rates and the related material usage, field service and delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the Company's estimates, revisions to the estimated warranty liability would be required. Warranty cost and accrual information is as follows for the three months ended March 31, 2005 and 2004: Charged to Beginning Balance costs and expense Deductions Ending Balance - -------------------------------------------------------------------------------------------------- Three months ended: 3/31/2005 $ 35,547 $ 21,222 $ (6,226) $ 50,543 ================== ================== ================== ================== 3/31/2004 $ 37,698 $ 8,787 $ (162) $ 46,323 ================== ================== ================== ==================
10 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) Stock-Based Compensation - ------------------------ In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure", which amended SFAS No. 123, "Accounting for Stock-Based Compensation." The new standard provides alternative methods of transition for a voluntary change to the fair market value based method for accounting for stock-based employee compensation. Additionally, the standard amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This standard was effective for financial statements for the year ended December 31, 2002. In compliance with SFAS No. 148, the Company has elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures below. Had the Company determined employee stock based compensation cost based on a fair value model at the grant date for its stock options under SFAS 123, the Company's net loss per share would have been adjusted to the pro forma amounts for the three months ended March 31, 2005 and 2004 as follows ($ in thousands, except per share amounts): Three months ended Mar. 31, 2005 2004 --------------- --------------- Net loss - as reported $ (654) $ (351) Total stock-based employee compensation expense included in reported net income, net of tax (A) 16 - Total stock-based employee compensation expense determined under fair-value-based method for all rewards, net of tax (25) (3) --------------- --------------- Pro forma net loss $ (663) $ (354) =============== =============== Loss per share: Basic and diluted, as reported $ (0.21) $ (0.11) Basic and diluted, pro forma $ (0.21) $ (0.11)
(A) In addition to compensation expense, this amount is also recorded as an increase to Additional Paid-In Capital. 11 AMISTAR CORPORATION Notes to Condensed Consolidated Financial Statements, continued (Unaudited) Stock option activity during the three months ending March 31, 2005 was as follows: WEIGHTED NUMBER AVE EXERCISE OF SHARES PRICE --------- ------------ Outstanding, Dec 31, 2004 155,000 $ 1.69 Granted - - Exercised (250) 0.81 Expired (4,500) 2.16 --------- ------------ Outstanding, Mar. 31, 2005 150,250 $ 1.68 ========= ============ The range of exercise prices on options outstanding at March 31, 2005 are as follows: WEIGHTED AVERAGE REMAINING WEIGHTED WEIGHTED RANGE OF CONTRACTUAL AVERAGE AVERAGE EXERCISE NUMBER LIFE (IN EXERCISE NUMBER EXERCISE PRICE OUTSTANDING YEARS) PRICE EXERCISABLE PRICE - --------------- ----------- ----------- ----------- ----------- ----------- $0.81 - $1.00 56,250 3.00 $ 0.81 28,000 $ 0.81 $1.76 - $2.50 88,000 4.10 2.16 - - $2.51 - $2.69 6,000 0.10 2.69 6,000 2.69 - --------------- ----------- ----------- ----------- ----------- ----------- $0.81 - $2.69 150,250 3.70 $ 1.68 34,000 $ 1.37 =============== =========== =========== =========== =========== =========== 12 AMISTAR CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements - -------------------------- This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Reform Act of 1995, particularly statements regarding market opportunities, customer acceptance of products, gross margin and marketing expenses. These forward-looking statements involve risks and uncertainties, and the cautionary statements set forth below identify important factors that could cause actual results to differ materially from those in any such forward-looking statements. Such factors include, but are not limited to, adverse changes in general economic conditions, including changes in the specific markets for the Company's products, product availability, decreased or lack of growth in the electronics industry, adverse changes in customer order patterns, increased competition, lack of acceptance of new products, pricing pressures, lack of success in technological advancements, risks associated with foreign trade and other factors. RESULTS OF OPERATIONS FIRST QUARTER 2005 COMPARED TO FIRST QUARTER 2004 Net Sales - --------- Net sales for the current quarter increased $1,494,000, or 49%, to $4,550,000 compared to $3,056,000 for the same period in the prior year. The increase in net sales was primarily due to growth in Amistar Manufacturing Services ("AMS") sales and was partially offset by a decline in Amistar Industrial Automation ("AIA") division sales. AIA sales declined $79,000, or 7%, in the current quarter to $1,131,000 from $1,210,000 in the comparable quarter of 2004. The decline is primarily due to a decrease in distributed circuit board assembly machine sales and partially offset by increases in sales of through-hole machines, spare parts and custom factory automation machines. Following is a discussion of AIA sales by product line: DataPlace machine sales were flat during the current quarter compared to the first quarter of 2004. Through-hole assembly machines, spare parts and service sales increased $93,000, or 48%, to $289,000 in the first quarter of 2005 from $196,000 in the same period of 2004, primarily due to the sale of the last remaining axial insertion machine in the Company's inventory. Distributed circuit board assembly machine, accessory and spare parts sales decreased $318,000, or 71%, in the current quarter from $448,000 in the first quarter of 2004 to $130,000 in the current quarter. During the first quarter of 2004, the Company sold two distributed circuit board assembly machines compared to none in the current quarter. Custom factory automation sales increased $146,000 or 111% to $277,000 in the current quarter from $131,000 in the first quarter of 2004, due primarily to larger contracts received for more extensive custom machine design and machine manufacturing. AMS sales increased $1,573,000, or 85%, to $3,419,000 in the current quarter from $1,846,000 for the comparable quarter in 2004 primarily due shipments to a new defense-industry customer. 13 AMISTAR CORPORATION Results of Operations, Continued Gross Profit - ------------ Gross profit decreased $26,000, or 5%, to $503,000 during the current quarter compared to $529,000 in the same period in 2004. This decrease was due primarily to a $54,000, or 33%, decline in gross profit on AMS sales and partially offset by a $28,000, or 8%, increase in gross profit from AIA sales. The decrease in AMS gross profit was due primarily to a decline in labor efficiency related to production of the products supplied to the defense-industry customer and added overhead personnel and costs to support the increased sales. The rapid ramp up of production, which included the hiring and training of personnel during a short time period, coupled with the costs of operating a second shift, contributed to the labor inefficiencies. In addition, the products sold to the defense-industry customer had a lower margin compared to the products that AMS has historically sold, which resulted in a reduced gross profit. The gross profit for AIA increased $28,000, or 8%, in the current quarter to $394,000 from $366,000 in the same period in 2004, due to higher margins earned on DataPlace machine sales, reduced unabsorbed factory overhead, increased sales of through-hole machines and spare parts and was partially offset by the reduced distributed circuit board assembly machine sales. Selling Expenses - ---------------- Selling expenses increased $83,000, or 23%, to $450,000 in the current quarter from $367,000 in the first quarter of 2004, due primarily to increased start-up marketing costs in ddn and increased commission expense related to the increased sales in AMS. General and Administrative Expenses - ----------------------------------- General and administrative expenses increased $250,000, or 63%, to $645,000 in the current quarter from $395,000 in the first quarter of 2004, due primarily to litigation defense costs of $296,000 related to the suit with Asteres, Inc, ddn personnel costs and was partially offset by $94,000 in ddn one-time formation costs incurred in the first quarter of 2004. Engineering, Research and Development Expenses - ---------------------------------------------- Engineering, research and development expenses increased $61,000, or 52%, to $178,000 in the current quarter compared to $117,000 the same period in 2004, due primarily to development costs related to the APM(TM) machine for the retail pharmacy market and a new DataPlace labeler machine. The engineering staff has been primarily used in support of custom factory engineering design activities and development of the new ddn machine. The engineering group provided billable engineering design services and allocated $103,000 in engineering labor costs to work-in-process inventory and $75,000 to cost of sales related to design contracts, most of which is expected to be complete in the second quarter of 2005. During the current quarter, costs of $118,000 were incurred related to the development of the APM machine. Other Income - ------------ Other income primarily consists of amortization of the gain on sale-leaseback of property. 14 AMISTAR CORPORATION Results of Operations, Continued Income Taxes - ------------ The $750 provision represents the Company's minimum tax liability to various states. A 100% valuation allowance was recorded against deferred tax assets. 15 AMISTAR CORPORATION LIQUIDITY AND CAPITAL RESOURCES The Company's cash used in operating activities was $1,636,000 for the current quarter, a $1,864,000 increase over the cash provided from operating activities of $228,000 for the first quarter of 2004. The increase in cash used in operating activities was due primarily to the increased loss, which included $296,000 in litigation defense costs and $248,000 in start-up and marketing costs for ddn, an increase in accounts receivable and related offsetting decrease in inventory related to the fulfillment of an order from a defense-industry customer, and a decrease in accounts payable, accrued and other liabilities. Capital expenditures of $30,000 and $14,000 were made for production equipment to improve capabilities in AIA and AMS, respectively, and $6,000 for computer equipment for administrative purposes during the current quarter. On December 16, 2004, the Company consummated a sale-leaseback transaction whereby the headquarters facility was sold. A substitution of collateral was made to support the letter of credit with the Company's bank, which supported the industrial development bonds at December 31, 2004. Substitute collateral in the form of approximately $2,738,000 in cash proceeds from the sale was deposited in a restricted cash account with the Company's bank and the liens held by the Company's bank against the headquarters facility and other Company assets was removed. During the current quarter, the bonds were redeemed in full and the letter of credit terminated. The balance of the restricted cash account at March 31, 2005 totaling $79,489 was returned to the Company's unrestricted cash account subsequent to March 31, 2005. The Company, consistent with its plan described in its 10-KSB for 2004, substantially completed the approximately $2,300,000 order to a defense-industry customer during the current quarter, which contributed to an inventory reduction of approximately $1,233,000. As of April 29, 2005, the Company has collected approximately $833,000 of its receivable from the defense industry customer related to shipments in the current quarter. The Company expects to further improve its cash position in the second quarter by further reduction of non-cash working capital. The Company projects that ddn will exhaust its funds during the second or third quarter of 2005 and expects to continue to fund ddn's cash shortfall on a month by month basis as required. Management expects to incur additional operating losses in fiscal 2005 as a result of expenditures for marketing costs for ddn and litigation costs. The timing and amounts of these expenditures and the extent of the Company's operating losses will depend on future product sales levels and other factors, some of which are beyond management's control. Based on the Company's cash position, and assuming currently planned expenditures and level of operations, management believes the Company will have sufficient capital resources for the next twelve months. Management believes increased product sales will provide additional operating funds. There can be no assurances that the Company will be successful in achieving these objectives. 16 AMISTAR CORPORATION Liquidity and Capital Resources, Continued ITEM 3. CONTROLS AND PROCEDURES During the course of their audit of our consolidated financial statements for the year ended December 31, 2004, our independent registered public accounting firm, BDO Seidman, LLP, advised management and the Audit Committee of our Board of Directors that they had identified a deficiency in the Company's internal control over financial reporting. This deficiency is considered to be a "material weakness" as defined under the standards established by the Public Company Accounting Oversight Board. A material weakness is a significant control deficiency or a combination of significant control deficiencies that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. This "material weakness" relates to incorrectly costing of our AMS inventory based on incorrect raw material standards and incorrect AMS work-in-process inventory quantities recorded. We are in the process of undertaking steps to remedy this material weakness, including: o Implementation of modifications to our physical inventory software system to more accurately report work-in-process physical inventory count adjustments and final balances. o Additional training of materials management personnel and consideration of replacement of personnel to achieve a higher level of competency. o Increase cost accounting personnel resources to monitor, evaluate and maintain standard costs. In addition, expansion of the scope of internal testing of standard costs will be performed and procedures enhanced. The material weakness did not result in the restatement of any previously reported financial statements, results of operations or any other related financial disclosures. We have discussed our corrective actions and future plans with our Audit Committee and BDO Seidman, LLP and, as of the date of the Annual Report on Form 10-KSB for 2004 and as of the date of this 10-QSB, we believe the actions outlined above should correct the deficiency in our internal controls related to inventory. Other than the changes noted above, there has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As of the end of the period covered by this report, an evaluation was performed, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective because of the material weakness in inventory controls described above. 17 PART II. OTHER INFORMATION ITEMS 1 LEGAL PROCEEDINGS On August 26, 2004, Amistar Corporation, Distributed Delivery Networks, Inc. and William Holmes (the CEO of ddn corp.) were sued by Asteres, Inc. in the California Superior Court for the County of San Diego, California. The complaint alleges causes of action for misappropriation of trade secret, breach of a confidential disclosure agreement, unfair competition and breach of the covenant of good faith and fair dealing. The plaintiff is seeking damages and injunctive relief. As of the filing date of this report, the Company is unable to estimate the possible monetary award and based on its affirmative defenses, believes that an unfavorable outcome to the Company is not probable. The case is currently in the discovery phase with a trial date scheduled for September 2005. The Company believes that the complaint has no merit and intends to vigorously defend against the allegations including seeking dismissal in a summary judgment hearing scheduled for July 2005. ITEMS 2-5 NON-APPLICABLE ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 31.1 Certifications of the Company's President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act 32.1 Certifications of the Company's President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act 18 Amistar Corporation 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. Dated: May 5, 2005 AMISTAR CORPORATION By /s/ Gregory D. Leiser --------------------------------- Gregory D. Leiser Vice President Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 19 EX-31.1 2 amistar_10qex31-1.txt EXHIBIT 31.1 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER I, Stuart C. Baker, certify that: 1) I have reviewed this quarterly report on Form 10-QSB of Amistar Corporation; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer's as of, and for, the periods presented in this report; 4) The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: May 5, 2005 By: /s/ Stuart C. Baker ---------------------------------- Name: Stuart C. Baker Title: Chief Executive Officer I, Gregory D. Leiser, certify that: 1) I have reviewed this quarterly report on Form 10-QSB of Amistar Corporation; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer's as of, and for, the periods presented in this report; 4) The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting Dated: May 5, 2005 By: /s/ Gregory D. Leiser ------------------------------------ Name: Gregory D. Leiser Title: Chief Financial Officer EX-32.1 3 amistar_10qex32-1.txt EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amistar Corporation ("the Company") on Form 10-QSB for the period ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I Stuart C. Baker Chairman and Chief Executive Officer of the Company, certify, pursuant to 19 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company. Dated: May 5, 2005 By: /s/ Stuart C. Baker ------------------------------- Name: Stuart C. Baker Title: President In connection with the Quarterly Report of Amistar Corporation ("the Company") on Form 10-QSB for the period ended March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I Gregory D. Leiser Chief Financial Officer of the Company, certify, pursuant to 19 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition, results of operations, and cash flows of the Company. Dated: May 5, 2005 By: /s/ Gregory D. Leiser ------------------------------------ Name: Gregory D. Leiser Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----