-----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, ElVpfB2YiH0S+/hpQZ89QU7vLnrEyifpDDgYN8OYCk7vq1S9cx/8Urd/SPN1Pv2e cZlgJ82NJgGpH6Q3azbb7w== 0001016295-01-500064.txt : 20020411 0001016295-01-500064.hdr.sgml : 20020411 ACCESSION NUMBER: 0001016295-01-500064 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIDYN CORP CENTRAL INDEX KEY: 0000894542 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 870438639 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-55254-31 FILM NUMBER: 1795724 BUSINESS ADDRESS: STREET 1: 3640 E ROESER ROAD CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024268634 MAIL ADDRESS: STREET 1: 3640 EAST ROESER ROAD CITY: PHOENIX STATE: AZ ZIP: 85040 FORMER COMPANY: FORMER CONFORMED NAME: MACAW CAPITAL INC DATE OF NAME CHANGE: 19940706 FORMER COMPANY: FORMER CONFORMED NAME: MACAW INC DATE OF NAME CHANGE: 19940706 10QSB 1 sept10qsb2001.txt QUARTERLY FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2001 ------------------ [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _______________ Commission File No. 33-55254-31 --------------- UNIDYN, CORP. (Exact name of Small Business Issuer as specified in its charter) NEVADA 87-0438639 - -------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 3640 East Roeser Road Phoenix, Arizona 85040 - -------------------------------------------- --------------------------- (Address of principal executive offices) (former Zip Code) Issuer's telephone number, including area code: (909) 549-8521 ------------------ Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of September 30, 2001 - ------------------------------------ ------------------------------------ $.001 PAR VALUE CLASS A COMMON STOCK 36,382,546 SHARES 1 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BASIS OF PRESENTATION General The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2001 are not necessarily indicative of the results that can be expected for the year ending December 31, 2001. 2 UNIDYN, CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2001 2000 ---------------------- ---------------------- ASSETS (Unaudited) (Audited) CURRENT ASSETS Cash in bank $ 79,346 $ 222,074 Accounts receivable 250,378 568,670 Deferred tax benefit 0 14,500 Prepaid expense 13,572 11,850 Receivable - employees 10,000 15,500 Inventory 1,218,383 895,217 Deferred interest expense 42,875 18,000 ---------------------- ---------------------- TOTAL CURRENT ASSETS 1,614,554 1,745,811 PROPERTY, PLANT & EQUIPMENT 575,200 620,250 OTHER ASSETS Sterling Patent 37,862 0 Deposits and other 0 98,971 Goodwill 1,132,464 1,181,702 Deferred tax benefit 196,000 181,500 Derritron Technology 3,867,364 3,919,324 ---------------------- ---------------------- 5,233,690 5,381,497 ---------------------- ---------------------- $ 7,423,444 $ 7,747,558 ====================== ====================== LIABILITIES & EQUITY CURRENT LIABILITIES Accounts payable $ 134,187 $ 89,997 Accrued expenses 150,205 64,973 Loans payable current portion 0 5,633 Deposits 0 21,561 ---------------------- ---------------------- TOTAL CURRENT LIABILITIES 284,392 182,164 LONG-TERM LIABILITIES Long-term debt 1,292,000 1,047,300 ---------------------- ---------------------- TOTAL LIABILITIES 1,576,392 1,229,464 STOCKHOLDERS' EQUITY Common Stock $.001 par value: Authorized - 100,000,000 shares Issued and outstanding 36,382,546 shares (35,382,546 in 2000) 36,383 35,383 Additional paid-in capital 7,536,909 7,148,409 Retained earnings (deficit) (1,719,654) (659,112) Accumulated other comprehensive loss (6,586) (6,586) ---------------------- ---------------------- TOTAL STOCKHOLDERS' EQUITY 5,847,052 6,518,094 ---------------------- ---------------------- $ 7,423,444 $ 7,747,558 ====================== ======================
3 UNIDYN, CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 --------------- ------------- -------------- ------------- Net product sales $ 447,426 $ 508,619 $ 1,687,783 $ 2,030,650 Other sales 0 900,000 0 900,000 Cost of sales (206,763) (226,482) (673,223) (945,214) --------------- ------------- -------------- ------------- GROSS PROFIT 240,663 1,182,137 1,014,560 1,985,436 General and administrative expenses (529,638) (864,898) (2,075,102) (2,431,846) --------------- ------------- -------------- ------------- NET INCOME (LOSS) BEFORE INCOME TAXES (288,975) 317,239 (1,060,542) (446,410) Income tax expense 0 0 0 0 --------------- ------------- -------------- ------------- NET INCOME (LOSS) $ (288,975) $ 317,239 $ (1,060,542) $ (446,410) ================ ============= ============== ============== Net income (loss) per weighted average share $ (0.01) $ 0.01 $ (0.03) $ (0.01) ================ ============= ============== ============== Weighted average number of common shares used to compute net income (loss) per weighted average share 36,382,346 35,307,804 36,005,257 35,093,809 =============== ========== ============== =============
4 UNIDYN, CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 2001 2000 ----------------- ----------------- OPERATING ACTIVITIES Net income (loss) $ (1,060,542) $ (446,410) Adjustments to reconcile net income (loss) to cash provided (required) by operating activities: Depreciation and amortization 206,254 219,193 Non-cash interest expense 82,252 84,500 Deferred taxes 0 0 Deferred interest (24,875) 4,000 Changes in assets and liabilities: Accounts receivable 323,792 (19,119) Inventory (323,166) (277,452) Prepaid expenses (1,722) 0 Accounts payable 44,190 (92,910) Accrued expenses 2,980 10,511 (Receivable) Payable - related party 0 (20,500) Deposits 77,410 (87,529) ----------------- ----------------- NET CASH PROVIDED (REQUIRED) BY OPERATING ACTIVITIES (673,427) (625,716) INVESTING ACTIVITIES Purchase of equipment (60,006) (168,479) Patent costs (37,862) 0 ----------------- ----------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (97,868) (168,479) FINANCING ACTIVITIES Sale of common stock 389,500 707,801 Loan principal payments (5,633) (423,713) Loan proceeds 244,700 950,000 Cash remaining with former subsidiary 0 0 ----------------- ----------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 628,567 1,234,088 ----------------- ----------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (142,728) 439,893 Cash and cash equivalents at beginning of year 222,074 461,239 ----------------- ----------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 79,346 $ 901,132 ================= ================= Cash paid for income taxes $ 0 $ 0 Cash paid for interest 0 998
5 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS. SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2000. RESULTS OF OPERATIONS For the quarter ended September 30, 2001 compared to the quarter ended September 30, 2000 For the three months ending September 30, 2001, the Company reported, on a consolidated basis, sales of $447,150 as compared to sales of $508,619 for the same quarter in 2000, resulting in a loss of $288,975 for the three months ending September 30, 2001 as compared to a gain of $317,239 for the same quarter in 2000. During the third quarter, the Company recorded revenues of approximately $357,357 and $89,793 from the shipments, services and license agreement sales generated at the Derritron and Avalon facilities respectively. Management anticipates that during the next three month period, the Company will move toward customary production level costs and expenses, while Derritron production expands, and the NorthStar production continues. While the Company's product lines are not subject to inherent seasonal shifts, with the relatively low level of sales of the Company's products to date, the Company's sales have been sensitive to small shifts in revenues and production which have resulted in material monthly fluctuations. In addition, the Company's results to date have been impacted by the financial effect of world events, changes in facilities, modification of operations, introduction of new product lines and shifts in the existing customer base. Cost of Goods Sold - For the three months ended September 30, 2001, the costs of goods sold were $206,763 with a gross profit margin of $240,663 on product sales of $447,426 as compared to $226,482 of costs of goods sold and a $282,137 gross profit margin on product sales of $508,619 for the same period of 2000, resulting in gross profit margins for the three month period ended September 30, 2001 of 54% as compared to a 55% gross margin for the same period in 2000. Management anticipates that as its production expands and the product mix is diversified, it will achieve a blended gross margin of approximately 40-50% on its products, including direct labor and customary allocated manufacturing overhead. However, until the Company has developed an operating history, and the related economic factors stabilize, there is significant uncertainty about future gross margins, particularly since gross margins are highly dependent on product prices, sales volumes, material costs and allocation of manufacturing overhead. Selling, General and Administrative Costs - For the three months ended September 30, 2001, selling, general, and administrative costs were $529,638, as compared to $864,989 in the same period of 2000, a $335,260 decrease. For the nine month period ended September 30, 2001 compared to the nine month period ended September 30, 2000. For the nine months ending September 30, 2001, the Company reported, on a consolidated basis, sales of $1,687,508 as compared to sales of $2,030,650 for the same nine month period in 2000, resulting in a loss of $1,060,542 for the nine months ending September 30, 2001 as compared to a loss of $446,410 for the same nine month period in 2000. The revenues were the result of continued revenue generation from the Company's divisional core products. During the first nine month period, the Company recorded revenues of approximately $432,973 and $1,254,535 from the shipments, services, and sales generated at the Avalon and Derritron facilities respectively. Sales revenues decreased significantly from the first nine month period of 2000, as the result of an overall decline in the circuit board market. This market decline curtailed many customers from expending funds on capital equipment, which are the Company's products. Cost of Goods Sold - For the nine months ended September 30, 2001, the costs of goods sold were $673,223 with a gross profit margin of $1,014,560 on products sales of $1,687,783 as compared to $945,214 of costs of goods sold and a $1,085,436 gross profit margin on product sales of $2,030,650 for the same period of 2000, resulting in gross profit margins for the nine month period ended September 30, 2001 of 60% as compared to a 53% gross margin for the same period in 2000. Due to the general decline and delaying of capital equipment purchasing by the Company's customers, gross margins were increased in 2001 as the Company's customers decided to service and replace equipment parts. Service and parts have significantly higher margins than the Company's core equipment product lines. 6 Selling, General and Administrative Costs - For the nine months ended September 30, 2001, selling, general, and administrative costs were $2,075,102, as compared to $2,431,846 in the same period of 2000. The $356,74 decrease in selling, general and administrative expenses, is a direct result of management's continuing effort to reduce overhead costs. Management primarily accomplished this through cost reductions in payroll and related costs. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2001, the Company had a total cash availability of $79,346 compared to $222,074 available as of December 31, 2000, a $142,728 decrease. The Company intends to continue to seek additional working capital to meet its operating requirements and to provide further capital for expansion, acquisition of strategic technologies and direct costs related to the anticipated expansion of Derritron's product line. While the Company believes that additional capital will be needed for growth plans of the Company, management believes that the working capital now available to it, along with funds generated from operations, the possible disposition of selected assets, and the economies realized from reductions in the work force, will allow it to meet capital requirements for the next 12 months, even if substantial additional working capital does not become available. However, management also realizes that due to the Company's limited working capital reserves, a continuation or worsening of the current worldwide economic downturn would have a material impact on the Company's future results and may create a going concern issue for the Company. FORWARD-LOOKING STATEMENTS Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters discussed in this filing are forward-looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities and Exchange Commission. PART 2. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3. DEFAULT UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Brian Young, the Company's former CFO, resigned and left the Company August 30, 2001. John Provazek, the Company's former CEO, resigned as CEO November 5, 2001. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on Form 8-K None 7 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNIDYN, CORP. Dated: November 19, 2001 /s/ Shirley Nakawatase -------------------------------------------- Shirley Nakawatase, CFO 8 -----END PRIVACY-ENHANCED MESSAGE-----