-----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, PF3hrUPPP7CADJd/jmE1Po0E30lUjVA4VATS64pJ0d88+xD5Wex0YztgAX6xHkJe egPHG8Bdj3cqueFCs9Br9w== /in/edgar/work/20000530/0000950109-00-002360/0000950109-00-002360.txt : 20000919 0000950109-00-002360.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950109-00-002360 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FANTOM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000864300 STANDARD INDUSTRIAL CLASSIFICATION: [3634 ] IRS NUMBER: 980103552 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-26308 FILM NUMBER: 645708 BUSINESS ADDRESS: STREET 1: 1110 HANSLER RD STREET 2: P O BOX 1004 CITY: WELLAND ONTARIO CANA STATE: A6 BUSINESS PHONE: 3016587581 MAIL ADDRESS: STREET 1: 1110 HANSLER ROAD, PO BOX 1004 STREET 2: WELLAND CITY: ONTARIO FORMER COMPANY: FORMER CONFORMED NAME: IONA APPLIANCES INC DATE OF NAME CHANGE: 19950710 6-K 1 0001.txt FORM 6K FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2000 Fantom Technologies Inc. (Registrant's name) 1110 Hansler Road Welland, Ontario, Canada L3B 5S1 (905) 734-7476 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F Form 40-F X --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- Documents Included as Part of this Report No. Document --- -------- 1. Third Quarter Report to shareholders for the nine months ended March 31, 2000. 2 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. Date: May 24, 2000 FANTOM TECHNOLOGIES INC. By: "Walter J. Palmer" ----------------------------------------- Name: Walter J. Palmer Title: Secretary EX-99 2 0002.txt 3RD QUARTER REPORT CONSOLIDATED STATEMENTS OF CASH FLOWS ________________________________________________________________________________ F A N T O M T E C H N O L O G I E S I N C.
Nine Months Ended Three Months Ended March 31 (Unaudited) March 31 (Unaudited) 2000 1999 2000 1999 CASH PROVIDED BY (USED FOR): Operations: Net income $ 8,542,757 $ 10,854,080 $ 1,632,552 $ 3,985,901 Items not requiring cash: Depreciation 2,506,585 1,673,492 841,389 585,716 Deferred taxes 1,251,612 1,117,867 650,039 680,986 Amortization of deferred development costs 261,964 -- 87,321 (51,049) Change in non-cash operating working capital (14,766,810) (12,935,375) (11,132,872) (4,286,054) Increase (decrease) in currency hedging exchange gains (3,114,347) 3,737,019 (489,156) 2,768,960 - ------------------------------------------------------------------------------------------------------------------- (5,318,239) 4,447,083 (8,410,727) 3,684,460 Financing: Payments on capital leases (15,097) (194,102) (1,199) (55,837) Issuance of common shares and warrants 703,540 912,697 29,519 73,250 Increase in bank loan payable 5,647,989 -- 5,647,989 -- Dividends paid (1,361,821) (810,502) (456,426) (540,409) - ------------------------------------------------------------------------------------------------------------------- 4,974,611 (91,907) 5,219,883 (522,996) Investments: Additions to property, plant and equipment (8,009,677) (8,179,045) (3,584,141) (3,131,692) Additions to deferred development costs (1,085,901) (784,781) (423,494) (29,941) - ------------------------------------------------------------------------------------------------------------------- (9,095,578) (8,963,826) (4,007,635) (3,161,633) Decrease in cash position (9,439,206) (4,608,650) (7,198,479) (169) Cash position at beginning of period 9,439,206 4,609,798 7,198,479 1,317 - ------------------------------------------------------------------------------------------------------------------- Cash position at end of period $ -- $ 1,148 $ -- $ 1,148 ===================================================================================================================
[LOGO] WHAT MAKES US FANTOM? DON'T FOLLOW WHERE THE PATH MAY LEAD. GO WHERE THERE IS NO PATH AND LEAVE A TRAIL. [LOGO] (R) F A N T O M T E C H N O L O G I E S I N C. Head office and Canadian manufacturing facility: 1110 Hansler Road, P.O. Box 1004 Welland, Ontario L3B 5S1 Voice: (905) 734-7476 Fax: (905) 734-9955 United States manufacturing facility: 102 Corporate Blvd., Carolina Center Business Park West Columbia, South Carolina 29169 Voice: (803) 739-1151 Fax: (803) 939-0730 Toronto sales office: Suite 414, 1 Eva Road, Toronto, Ontario M9C 4Z5 Voice: (416) 622-9740 Fax: (416) 626-0674 Toronto Stock Exchange: FTM NASDAQ: FTMTF Website: www.fantom.com E-mail: fantom@fantom.com Transfer Agent & Registrar: CIBC Mellon Trust Company 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A1 FANTOM(R) is a trademark of Fantom Technologies Inc. [GRAPHIC] THIRD QUARTER REPORT TO SHAREHOLDERS FOR THE NINE MONTHS ENDED MARCH 31, 2000 [LOGO OF FANTOM(R)] TO OUR SHAREHOLDERS ________________________________________________________________________________ F A N T O M T E C H N O L O G I E S I N C. For the three months ended March 31, 2000 (Q3 fiscal 2000), revenue was $57.4 million compared with $65.6 million for the year-earlier period. Net income was $1.6 million or $0.18 per share (based on 9,099,181 shares outstanding) compared with $4.0 million or $0.44 per share (based on 9,008,802 shares outstanding) for the year-earlier period. For the nine months ended March 31, 2000, revenue reached $175.3 million compared with $180.7 million for the same period in the previous year. Net income was $8.5 million or $0.94 per share (based on 9,080,971 shares outstanding) compared with $10.9 million or $1.21 per share (based on 8,997,360 shares outstanding) for the year-earlier period. On April 20, 2000 the Board of Directors declared a quarterly cash dividend of 5 cents per share payable on June 30, 2000 to shareholders of record at the close of business on May 31, 2000. The Company is experiencing more intensified competitive activity within the bagless segment of the vacuum-cleaner market. Most competitors have now introduced bagless systems. Despite the increasing competition, we were successful in expanding distribution during the third quarter and our products are presently featured across the United States at both Wal-Mart and Sam's Club. As our existing product line matures, we are preparing to introduce exciting new appliances that incorporate leading-edge, proprietary technology. Our new CALYPSO(TM) Microbiological Water Purifier is on track for launch this summer. This is the first product resulting from the collaborative R & D efforts between Fantom and Omachron Technologies, Inc. This innovative, counter-top appliance utilizes activated oxygen, known as ozone, to kill micro-organisms. This same process is used in more than 3,000 state-of-the-art municipal water- treatment systems around the world. The CALYPSO(TM) appliance is receiving accolades from both retailers and industry professionals. Following the launch of the CALYPSO(TM) unit, we plan to introduce a major new floor-care product in late fall designed to create a new market segment. Several other new products are on the drawing boards. On April 24, 2000 Fantom announced a breakthrough in power-control technology arising from its R & D efforts with Omachron. This is a revolutionary new physical concept and has profound implications for batteries and household appliances. For instance, it can extend the output of batteries by as much as 40%, allow batteries to be recharged in minutes rather than hours, and accurately determine the remaining capacity of batteries, something that is problematic with many of the most modern batteries. It can also cut the electricity use by many appliances by as much as 50%, by improving their overall electromechanical efficiency. The technology transfers energy between devices in the form of a specially-tuned electronic signal, called a "pulse train," that is neither alternating nor direct current. The pulse train can be delivered by means of a uniquely programmed circuit board. Several patent applications have been filed covering the scientific principles of the technology. Fantom has acquired exclusive rights to the power-control technology for a wide range of consumer products, and plans to offer licenses to allow the technology to be used by other companies. Fantom will first apply the technology to its new line of floor-care products planned for launch this fall. Since May 1998, sixty-nine utility patent applications have been filed for technologies the Company is either acquiring or exclusively licensing through its association with Omachron Technologies, Inc. The foregoing information includes certain statements relating to the Company which are forward-looking statements under Section 21E of the United States Securities Exchange Act of 1934. The word "plan" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements are based on assumptions made by, and information available to, the Company. However, there are important factors that could cause actual results to differ materially from those in such forward-looking statements including, among others, the contingencies arising from the uncertainties which are inherent in the development of new technology and the unanticipated costs and time delays which often arise in the process of developing new products based on innovative technology. The Company does not intend, and assumes no obligation, to update the forward- looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. On behalf of the Board, /s/ Rikki Meggeson /s/ Allan Millman Rikki Meggeson Allan D. Millman, Chair of the Board President and Chief Executive Officer May 11, 2000 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS ________________________________________________________________________________ F A N T O M T E C H N O L O G I E S I N C.
Nine Months Ended Three Months Ended March 31 (Unaudited) March 31 (Unaudited) 2000 1999 2000 1999 Sales $ 175,321,281 $ 180,748,331 $ 57,356,592 $ 65,628,821 Cost of goods sold 111,757,579 114,828,728 37,601,964 41,663,033 - --------------------------------------------------------------------------------------------------------------------------------- 63,563,702 65,919,603 19,754,628 23,965,788 Expenses: Selling, general and administrative 49,060,564 47,371,735 17,005,093 17,084,328 Research and development 1,044,552 1,634,875 108,249 637,315 Finance charges (96,171) (40,087) 55,940 25,244 - --------------------------------------------------------------------------------------------------------------------------------- 50,008,945 48,966,523 17,169,282 17,746,887 - --------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 13,554,757 16,953,080 2,585,346 6,218,901 Income taxes 5,012,000 6,099,000 952,794 2,233,000 - --------------------------------------------------------------------------------------------------------------------------------- Net income 8,542,757 10,854,080 1,632,552 3,985,901 Retained earnings at beginning of period 31,116,910 18,015,632 37,121,720 24,343,625 Dividends (1,361,821) (810,502) (456,426) (270,316) Retained earnings at end of period $ 38,297,846 $ 28,059,210 $ 38,297,846 $ 28,059,210 ================================================================================================================================= Net income per share - Basic* $ 0.94 $ 1.21 $ 0.18 $ 0.44 - Fully Diluted $ 0.90 $ 1.16 $ 0.18 $ 0.42 =================================================================================================================================
* Basic net income per share has been calculated using the weighted average number of common shares outstanding during the respective periods. For the nine months ended March 31, these were 9,080,971 shares for 2000 and 8,997,360 shares for 1999. For the three months ended March 31, these were 9,099,181 shares for 2000 and 9,008,802 shares for 1999. At April 30, 2000, there were 9,100,408 common shares and 665,200 common share stock options outstanding. In addition, there is an outstanding warrant which entitles the holder to purchase 20,000 common shares. The company has a Shareholder Protection Rights Plan providing for the issuance of rights to acquire common shares. Certain comparative figures have been reclassified to conform with the financial statement presentation adopted in the current year. Financial information in this report is expressed in Canadian dollars, unless otherwise noted. CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- FANTOM TECHNOLOGIES INC. 2000 ASSETS Current assets: Cash and short term deposits $ -- Trade accounts receivable 43,752,418 Other receivables 2,816,519 Inventories 19,120,893 Prepaid expenses 3,495,305 Deferred income taxes 1,094,124 - ------------------------------------------------------------------------------- 70,279,259 Deferred development costs, net amortization 2,886,114 Property, plant and equipment, at cost 44,506,221 Less accumulated depreciation (9,992,990) - ------------------------------------------------------------------------------- 34,513,231 - ------------------------------------------------------------------------------- $ 107,678,604 =============================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Loan payable $ 5,647,989 Trade accounts payable 23,439,408 Other payables and accruals 5,052,385 Currency hedging exchange gains 2,879,274 Current portion of capital lease obligations 6,759 - ------------------------------------------------------------------------------- 37,025,815 Currency hedging exchange gains -- Deferred income taxes 3,702,116 Shareholders' equity: Share capital 28,652,827 Retained earnings 38,297,846 - ------------------------------------------------------------------------------- 66,950,673 - ------------------------------------------------------------------------------- $ 107,678,604 =============================================================================== -----END PRIVACY-ENHANCED MESSAGE-----