-----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, HZ+IRJbPrcePrLfnRa/WKePK9C9/suyw1w6CJHzvSxHW2WdERPhe3J+KcMDYNwLF H/Kt4SwBtyhrDC9y7RIiMQ== 0001001348-97-000002.txt : 19970115 0001001348-97-000002.hdr.sgml : 19970115 ACCESSION NUMBER: 0001001348-97-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA OMEGA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000846978 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 841100774 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24506 FILM NUMBER: 97505542 BUSINESS ADDRESS: STREET 1: 119 IDA ROAD CITY: BROUSSARD STATE: LA ZIP: 70518 BUSINESS PHONE: 3183676400 MAIL ADDRESS: STREET 1: 119 IDA ROAD CITY: BROUSSARD STATE: LA ZIP: 70518 FORMER COMPANY: FORMER CONFORMED NAME: BARCLAYS WEST INC DATE OF NAME CHANGE: 19900117 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1996 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number 0-24506 Delta-Omega Technologies, Inc. (Exact name of small business issuer as specified in its Charter) Colorado 84-1100774 (State of Incorporation) (I.R.S. Employer Identification Number) 119 Ida Road, Broussard, Louisiana 70518 (Address of principal executive offices) (Zip Code) (318) 837-3011 (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities 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........ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer s classes of common equity as of the latest practicable date: ...... 12,745,320 shares of common stock as of December 31, 1996 This document is comprised of 12 pages Delta-Omega Technologies, Inc. Index to Quarterly Report Part I Financial Statements Item 1. Financial Statements Page Consolidated Balance Sheet as of November 30, 1996. . . . . . . . . . . . . . 2 Consolidated Statements of Operations, three months ended November 30, 1996 and 1995. . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows, three months ended November 30, 1996 and 1995. . . . . . . . . . . . . . . . . 4 Notes to consolidated financial statements . . . 5 Item 2. Management's discussion and analysis of financial condition and results of operations . . . . . . . . . . . . 7 Part II Other Information Item 1. Legal Proceedings. . . . . . . . . . 9 Item 2. Changes in Securities . . . . . . . 9 Item 3. Defaults Upon Senior Securities. . . 9 Item 4. Submission Of Matters To A Vote Of Security Holders . . . . . . . . . 9 Item 5. Other Information . . . . . . . . . . 9 Item 6. Exhibits And Reports on Form 8-K . . . 9 Signatures . . . . . . . . . . . . . . . . . . . 10 Part I. Item 1. Financial Statements Delta-Omega Technologies, Inc. Consolidated Balance Sheet (Unaudited) ASSETS November 30, 1996 Current Assets Cash and equivalents $ 1,267,989 Accounts and notes receivable Trade, net of allowance for losses 170,513 Other 62,156 Inventories 124,745 Prepaid expenses 10,389 Total current assets 1,635,792 Property and equipment, net of accumulated depreciation 480,290 Intangible assets, net of accumulated amortization 113,343 Other assets 9,240 Total assets $ 2,238,665 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Accounts payable 147,639 Current maturities of long-term debt and leases 30,809 Other current and accrued liabilities 17,171 Total current liabilities 195,619 Long-term debt and leases, net of current maturities 32,384 Shareholders equity: Convertible, 7 percent cumulative, non-participating preferred stock, $.001 par value, shares authorized, 40,000,000; issued and outstanding 1,610,000 series B, 2,471,667 series C 4,082 Common stock, $.001 par value, shares authorized, 100,000,000; issued and outstanding 12,704,980 12,745 Additional paid-in capital 10,324,060 Retained deficit (8,330,225) Total shareholders equity 2,010,662 Total liabilities and shareholders equity $ 2,238,665 See accompanying notes to consolidated financial statements. Delta-Omega Technologies, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended November 30, 1996 1995 Net sales and gross revenues Net product sales $ 295,610 $ 137,854 Cost of sales and revenues 221,460 65,659 Gross profit 74,150 72,195 Cost and expenses Selling, general and administrative 280,481 410,097 Research and development 18,306 14,186 Operating Loss (224,637) (352,088) Non-operating income, net 8,091 5,853 Interest expense (1,712) (1,133) Net loss available to common shareholders (218,258) (347,368) Weighted average shares outstanding 12,731,873 12,418,807 Net loss per common share $ (.02) $ (.03) See accompanying notes to consolidated financial statements. Delta-Omega Technologies, Inc. Consolidated Statements of Cash Flows (Unaudited) Three Months Ended November 30, 1996 1996 1995 Net cash used in operating activities $ (248,679) $ (329,228) Cash flows from investing activities: Property acquisitions (15,214) (5,639) Patent costs (427) (4,844) Deposits 0 (140) Net cash flows used in investing activities (15,641) (10,623) Cash flows from financing activities: Principal payments on notes payable (2,036) (5,359) Capital lease financing (1,807) (12,188) Net cash flows provided by (used in) financing activities (3,843) (17,547) Net increase (decrease) in cash and equivalents (268,163) (357,398) Cash and equivalents, beginning of period 1,536,152 588,418 Cash and equivalents, end of period $1,267,989 $ 231,020 See accompanying notes to consolidated financial statements. Delta-Omega Technologies, Inc. Notes to Consolidated Financial Statements November 30, 1996 Note A: Basis of presentation The financial statements presented herein include the accounts of Delta-Omega Technologies, Inc. and Delta-Omega Technologies, Ltd. Intercompany balances and transactions have been eliminated in consolidation. The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its annual 10-KSB report for the year ended August 31, 1996 and should be read in conjunction with the notes thereto. Results of operations for the interim periods are not necessarily indicative of results of operations which will be realized for the fiscal year ending August 31, 1997. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of operating results for the interim periods presented have been made. Interim financial data presented herein are unaudited. Note B: Shareholders' equity The Company entered into an agreement on August 15, 1996 with Baer and Company, L.L.C. to remunerate Baer and Company, L.L.C. for expenses incurred during fund raising efforts on behalf of the Company. On October 17, 1996, the Company issued 40,340 shares of common stock in lieu of cash for those expenses. Item 2. Management's discussion and analysis of financial condition and results of operations RESULTS OF OPERATIONS For the three months ended November 30, 1996, revenues totaled $295,610 as compared to $137,854 for the same period in 1995. Gross margins as a percent of revenue decreased due to a higher percentage of the Company's total sales being derived from institutional and industrial products and military contracts. Sales in these markets are more competitive and yield lower margins. For the three months ended November 30, 1996, operating expenses totaled $298,787 as compared to $424,283 for the same period in 1995. This resulted in an operating loss of $224,637 as compared to the loss of $352,088 for the same period in 1995. Revenue for the current period was higher as compared to the same period a year earlier. This increase was due primarily to the increased sales derived from the supply contract to furnish a military aircraft cleaning compound for one (1) year and a contract to supply chemical cleaning products to a large specialized waste handling and container cleaning company that serves the oil industry in the Gulf Coast region. Operating expenses decreased due to the termination of the letter of intent to acquire the assets and assume operations of Tuboscope Vetco Environmental Services (TVES) that occurred on December 15, 1995. Other income consisting primarily of interest income was $8,091 for the three months, an increase of $2,238 when compared with the same period in the prior year. This resulted from an increase in investment cash. Interest expense was $1,712 for the three months as compared to $1,133 for the same period in the prior year. This increase is due to debt incurred to finance equipment purchases. LIQUIDITY AND CAPITAL RESOURCES Operating cash at November 30, 1996 was $1,267,989. Operations used $248,679 for the first quarter of fiscal year 1997 as compared to $329,228 in the first quarter of fiscal year 1996. This was due primarily to the higher level of sales. The Company enhanced its liquidity in the third quarter of fiscal year 1996 by completing a private offering of Series C Preferred Stock solely to accredited investors and raised approximately $1.8 million. Proceeds from this offering are used to fund the recurring losses and negative cash flows until the Company is able to generate sufficient sales to become profitable. A portion of the proceeds will be used to expand the Company's technical capabilities, with the addition of advanced degreed personnel and the purchase of specialized laboratory equipment. On May 17, 1996, the Company announced the award of its first major contract to supply the United States Air Force with DOT 111/113TM to be utilized for cleaning military aircraft and aerospace ground equipment. The one-year contract provides for an optional two-year extension and has the potential to generate approximately $600,000 annually. During the first quarter of fiscal 1997, average monthly sales of $45,000 to $50,000 were generated from this contract. One of the Company's soil remediation products and a portion of its soil remediation unit were included as integral parts of a bid to remediate jet fuel contaminated soil. The contract was awarded by a major aviation company to Worldwide Remediation, Inc. (WRI) of Houston, Texas. The Company, as a subcontractor to WRI, is furnishing HazClean SR for use as the pre-treatment agent and will be the active cleaning compound in the soil washing operation of the project. Product sales associated with this contract could reach $350,000 in fiscal year 1997. The Company has successfully demonstrated a new technology for recovering barite and oil from spent drilling muds. This unique technology has commercial potential for the oil and gas exploration business. Negotiations are underway with leading service companies to form an alliance consisting of their equipment combined with the Company's product and technical support. The Company expects to have an alliance structured and operational in fiscal year 1997. No estimate of revenues are possible in this early stage of development because the results of this technology have to be commercially explored. All indications to this point, however, are positive and a full scale on-site demonstration is scheduled in January 1997. Management believes, although no assurances can be made, that sales will continue to increase and cash flows from operations will improve in fiscal year 1997. Except for historical information contained herein, statements in this discussion are forward looking statements. Forward looking statements involve known and unknown risks and uncertainties which may cause the Company's actual results in future periods to differ materially from forecast results. The Company has no credit facilities. Part II Other Information Part II. Item 1. Legal Proceedings not applicable Item 2. Changes in Securities not applicable Item 3. Defaults Upon Senior Securities not applicable Item 4. Submission Of Matters To Vote Of Security Holders not applicable Item 5. Other information not applicable Item 6. Exhibits And Reports On Form 8-K a) Exhibits not applicable b) Reports On Form 8-K not applicable SIGNATURES The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the three months ended November 30, 1996 and 1995 have been included. 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. Delta-Omega Technologies, Inc. (Registrant) /s/ James V. Janes III James V. Janes III President (Principal Officer) /s/ Marian A. Bourque Marian A. Bourque Chief Accounting Officer Date: January 14, 1997 EX-27 2
5 3-MOS AUG-31-1996 NOV-30-1996 1,267,989 0 232,669 0 124,745 1,635,792 906,635 (426,345) 2,238,665 195,619 0 0 4,082 12,745 1,993,835 2,238,665 295,610 295,610 221,460 221,460 298,787 0 1,712 0 0 0 0 0 0 (218,258) (.02) 0
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