Form 10-Q
Securities and Exchange Commission
Washington, DC 20549
QUARTERLY REPORT PURSUANT TO SECTON 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2002
-------------------------.
Commission file number 0-17080
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UNITRONIX CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2086851
- --------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Newbury Street, Peabody, MA 01960
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(978) 535-3912
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(Registrant's telephone number, including area code)
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Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
9,643,718 shares of common stock, no par value, as of February 5, 2003
1
UNITRONIX CORPORATION
INDEX
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Page Number
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Part I. Financial Information (Unaudited)
Item 1:
Consolidated Balance Sheets-
December 31, 2002 and June 30, 2002 3
Consolidated Statements of Income -
Three Months Ended December 31, 2002 and 2001
and Six Months Ended December 31, 2002 and 2001 4
Consolidated Statement of Changes in Stockholders' Deficit-
Six Months Ended December 31, 2002 5
Consolidated Statements of Cash Flows -
Six Months Ended December 31, 2002 and 2001 6
Notes to Consolidated Financial Statements 7
Item 2:
Management's Discussion and Analysis of Results of 11
Operations and Financial Condition for the Three Months
Ended December 31, 2002 and the Six Months Ended
December 31, 2002
Part II. Other Information 12
2
UNITRONIX CORPORATION
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
December 31,
2002 June 30,
(Unaudited) 2001 (1)
ASSETS ----------- --------
CURRENT ASSETS:
Cash $317 $12,192
Accounts receivable, net of allowance for doubtful
accounts of $5,773 and $1,865 at December 31 and
June 30, 2002, respectively 18,867 38,495
Subscriptions receivable - 11,500
Prepaid expenses and other current assets 3,048 1,069
--------- ---------
TOTAL CURRENT ASSETS 22,232 63,256
Property and equipment, at cost less accumulated
depreciation of $291,644 and $315,574 at December 31 and
June 30, 2002, respectively 354 707
Other assets 2,171 2,971
---------- -------
TOTAL ASSETS $24,757 $66,934
========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable - related parties $727,077 $715,774
Accounts payable 113,629 101,998
Accrued expenses 27,267 25,073
Accrued interest-related parties 186,495 150,430
Deferred revenue 26,074 41,379
-------- -------
TOTAL CURRENT LIABILITIES 1,080,542 1,034,654
--------- ---------
LONG TERM NOTES PAYABLE-RELATED PARTIES 129,000 108,500
COMMITMENTS AND CONTINGENCIES
Series A preferred stock, $1 par value, 6% convertible
nonvoting; authorized 1,000,000 shares; 956,728 issued
and outstanding at December 31 and June 30, 2002,
plus undeclared accumulated dividends of $229,616
at December 31 and June 30, 2002 1,186,344 1,186,344
STOCKHOLDERS' DEFICIT:
Common stock, no par value; authorized 14,000,000 shares;
9,643,718 shares issued and outstanding at
December 31 and June 30, 2002 3,487,912 3,487,912
Additional paid-in capital 3,988 3,988
Accumulated deficit (5,863,029) (5,754,464)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (2,371,129) (2,262,564)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $24,757 $66,934
========= ========
(1) Derived from audited financial statements.
See accompanying notes to financial statements.
3
UNITRONIX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
------ ------ ------ ------
REVENUE:
PRAXA software licenses - - - $13,650
PRAXA software related services $56,806 $60,584 $105,782 121,370
------- ------- ------- -------
TOTAL REVENUE 56,806 60,584 105,782 135,020
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of PRAXA related services 26,785 27,241 45,858 50,487
Mineral exploration project expenses 12,154 - 21,224 -
Predictive software development costs 16,916 47,319 47,098 90,465
PRAXA selling expenses 2,457 2,457 5,284 3,686
General and administrative 28,831 50,065 58,837 105,259
------- ------- ------- -------
TOTAL COSTS AND EXPENSES 87,143 127,082 178,301 249,897
------- ------- ------- -------
(LOSS) FROM OPERATIONS (30,337) (66,498) (72,519) (114,877)
INTEREST INCOME (EXPENSE), NET (18,124) (16,443) (36,046) (31,607)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES (48,461) (82,941)(108,565) (146,484)
------- ------- ------- -------
PROVISION FOR INCOME TAXES 0 0 0 0
------- ------- ------- -------
NET INCOME (LOSS) $(48,461) $(82,941)$(108,565)$(146,484)
======= ======= ======= =======
Basic and diluted net loss per share $(0.01) $(0.01) $(0.01) $(0.02)
======= ======= ======= =======
Shares used in computing basic and
diluted net loss per share 9,643,718 9,643,718 9,643,718 9,643,718
======= ======= ======= =======
See notes to financial statements.
4
UNITRONIX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
For the Six Months Ended December 31, 2002
Common Stock
-------------- Additional
Shares Paid-in Accumulated Stockholders'
Issued Amount Capital Deficit Deficit
------ ------ ------- ------- -------
Balance,
June 30, 2002 9,643,718 $3,487,912 $3,988 $(5,754,464) $(2,262,564)
Net (loss) (108,565) (108,565)
--------- --------- ------ ---------- -----------
Balance,
December 31, 2002 9,643,718 $3,487,912 $3,988 $(5,863,029) $(2,371,129)
========= ========= ====== =========== ===========
See notes to financial statements.
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UNITRONIX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended December 31,
--------------------------------
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $(108,565) $(63,543)
Adjustments to reconcile net income (loss)to net
cash provided (used) by operating activities:
Depreciation and amortization 353 336
Provision for bad debts - 2,821
Decreases (increases) in operating assets:
Accounts receivable 19,628 981
Subscriptions receivable 11,500 -
Prepaid expenses and other current assets (1,979) (949)
Other assets 800 290
Increases (decreases) in operating liabilities:
Accounts payable 11,631 35,198
Accrued expenses 2,194 5,129
Accrued interest 36,065 15,163
Deferred revenue (15,305) 4,975
------- -------
Net cash provided (used) by operating activities (43,678) 401
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 31,803 -
------- -------
Net cash provided by financing activities 31,803 -
------- -------
Net increase (decrease) in cash (11,875) 401
Cash at beginning of period 12,192 98
------- -------
Cash at end of period $317 $499
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest - -
Taxes - -
See notes to financial statements.
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UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Presentation
- ---------------------
The consolidated financial statements include the accounts of Unitronix
Corporation, its wholly owned subsidiaries, 3936449 Canada, Incorporated and
1522923 Ontario, Incorporated, and its former majority-owned subsidiary,
Interactive Mining Technologies, LLC, now dissolved, and EnerSource Mapping,
Inc., a majority-owned subsidiary of Interactive Mining Technologies, Inc. All
significant inter-company accounts and transactions have been eliminated.
Unitronix Corporation ("the Company") has historically been in the business of
licensing its PRAXA manufacturing resource planning software, which operates on
VAX and Alpha computers that were previously manufactured by Digital Equipment
Corporation and Compaq Computer Corporation, and providing software maintenance,
training, consulting and custom programming services in conjunction with the
PRAXA software. The Company recently changed its focus so that it is now
concentrating on developing products and services for the mineral exploration,
mining and related industries. This business segment consists of the business
of the Company's former majority owned subsidiary, Interactive Mining Tech-
nologies, LLC, which had partially developed a mineral potential analysis soft-
ware tool ("the tool"), which the Company has continued to develop and test.
The Company also has two wholly owned mineral exploration subsidiaries that use
the tool to identify mining properties that may be of value for joint ventures
or sale. Although marketing of the tool, which has been named Geo-Sleuth, has
not commenced, one subsidiary, 1522923 Ontario, Incorporated, has staked claim
to 143 units in the Sturgeon Lake area of Ontario that were identified through
the use of Geo-Sleuth as meriting further examination. Five investors, two of
which are the Company's major shareholders, were granted an 80% interest in the
Sturgeon Lake claims in exchange for loans of $129,000 to 1522923 Ontario,
Incorporated, to pay expenses previously incurred in developing and testing the
tool, to pay the costs of staking claims to several properties in the Sturgeon
Lake area that were identified by the tool to merit further examination, and to
pay for professional services associated with the project.
The accompanying financial statements are unaudited. In the opinion of manage-
ment, all adjustments, which include only normal recurring adjustments necessary
to present fairly the financial position, results of operations, and cash flows
for all periods presented, have been made. The result of operations for interim
periods are not necessarily indicative of the operating results for the full
year.
The Company has continued to incur losses from operations and has a working
capital deficit of $1,058,310, notes payable to its principal shareholder of
$617,274 and other notes payable of $238,803, as of December 31, 2002. Man-
agement believes that new products and additional financing will be required
to sustain the Company's operations and repay the notes. Management believes
that the products and services that are being developed for the mineral explor-
ation and mining industry will eventually provide it with the means to generate
revenues sufficient to sustain its operations and repay its debt. The Company
plans to raise additional funds from new and existing investors. It is also
attempting to sell the PRAXA software sales and support business. There can
be no assurance that the Company will succeed in selling the PRAXA business
7
UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
continued
segment, in developing new products and in obtaining the financing necessary to
continue its operations. The financial statements do not include any adjust-
ments that might result from these uncertainties.
Footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles has been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's June
30, 2002 Annual Report on Form 10-K.
2. Net Income (Loss) per Common Share:
------------------------------------
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 ("SFAS 128") Earnings per Share, which requires
disclosure of basic earnings per common share and diluted earnings per
common share for all periods presented. Shares used in computing basic and
diluted net income (loss) per share are based on the weighted average shares
outstanding in each period, excluding treasury stock. Basic net income (loss)
per share excludes any dilutive effect of stock options and convertible
preferred stock. Diluted net income per share includes the dilutive effect
of the assumed exercise of stock options using the treasury stock method,
and the assumed conversion of the outstanding convertible preferred stock. The
following table shows the computation of basic and diluted net income per share:
Three Months Ended Six Months Ended
December 31, December 31,
------------------ -----------------
2002 2001 2002 2001
---- ---- ---- ----
Numerator:
Net (loss) $(48,461) $(82,941) $(108,565) $(146,484)
Preferred dividend 0 0 0 0
-------- ------- ------- -------
(Loss) available to
common shareholders $(48,461) $(82,941) $(108,565) $(146,484)
======== ======= ======== ========
Denominator:
Weighted average number of shares
issued and outstanding 9,643,718 9,643,718 9,643,718 9,643,718
Assumed exercise of options
reduced by the number of shares
which would have been purchased
with the proceeds of those options - - - -
Assumed conversion of preferred stock - - - -
--------- --------- --------- ---------
Total shares 9,643,718 9,643,718 9,643,718 9,643,718
========= ========== ========= =========
Basic and diluted net
(loss) per share $(0.01) $(0.01) $(0.01) $(0.02)
========= ========= ========= =========
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UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
continued
As a result of a net loss for all periods presented, common stock equivalents
for the assumed exercise of options and conversion of preferred shares are not
included in the calculation of weighted average shares since their effect would
be antidilutive.
The number of stock options and warrants outstanding was 2,735,092,and the
number of potential shares convertible into common stock from the exercise of
convertible preferred stock was 956,728 as of December 31, 2002.
3. Operating Segments
------------------
The Company organizes its business units into three reportable segments:
manufacturing software licenses and related services; mineral exploration
products and services; and, mineral exploration activities. The segments'
accounting policies are the same as those described in the summary of signif-
icant accounting policies except that interest expense and non-operating income
and expenses are not allocated to the individual operating segments when determ-
ining segment profit or loss. The Company evaluates performance based on profit
or loss from operations before interest and income taxes, not including non-
recurring gains and losses.
A summary of the segment information for the three month and six month periods
ended December 31, 2002 and 2001 is presented below.
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
Manufacturing software licenses
and related services:
Revenue $56,806 $60,584 $105,782 $135,020
Costs and expenses 38,853 61,912 71,495 123,183
-------- ------- ------- -------
Income (loss) for segment 17,953 (1,328) 34,287 11,837
-------- ------- ------- -------
Mineral exploration products
and services:
Revenue - - - -
Costs and expenses 26,526 65,170 71,531 126,714
-------- ------- ------- -------
Income for segment (26,526) (65,170) (71,531) (126,714)
-------- ------- ------- -------
Mineral exploration activities:
Revenue - - - -
Costs and expenses 21,764 - 35,275 -
-------- ------- ------- -------
Income for segment (21,764) - (35,275) -
-------- ------- ------- -------
Total income (loss) for segments $(30,337) $(66,498) $(72,519) $(114,877)
======== ======= ======= =======
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UNITRONIX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
continued
4. Related Party Transactions
--------------------------
During the six month period ended December 31, 2002, two shareholders loaned
the Company $10,000 to be used to pay operating expenses. The loans bear
interest of 10% per annum, and are in addition to other loans that have been
made to the Company by these shareholders. These same shareholders are assoc-
iated with groups that loaned $129,000 to 1522923 Ontario, Inc. during the six
month period.
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UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
FORWARD LOOKING STATEMENTS
- --------------------------
In addition to historical information, this Quarterly Report contains forward-
looking statements. The forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those reflected in such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. The Company undertakes no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents the Company files from time to time with the SEC,
including the Annual Report on Form 10-K for the fiscal year ended June 30,
2002.
The analysis of the Company's financial condition, capital resources and
operating results should be viewed in conjunction with the accompanying
financial statements, including the notes thereto.
RESULTS OF OPERATIONS
- ---------------------
Quarter Ended December 31, 2002, Compared to the Quarter Ended December 31, 2001
- --------------------------------------------------------------------------------
Revenue for the period ended December 31, 2002, decreased by 6% from the like
period in 2001. The decrease was due to fewer PRAXA customers using the Comp-
any's software support, training and consulting services. PRAXA customers are
continuing to migrate to more current manufacturing management software, result-
ing in decreased demand for support services. Management anticipates that this
trend will continue as the Company has no plans to enhance the PRAXA software or
to develop or acquire another manufacturing software product.
Development costs for the mineral potential analysis software decreased by 64%
from the 2001 period to the 2002 period because the software is now in the
testing phase, utilizing less manpower than was used during the development
phase. General and administrative expenses decreased by 42% because the
Company's product development manager is now totally assigned to the mineral
potential analysis software project. The decrease of 31% in total costs and
expenses from the period ended December 31, 2001, to the period ended December
31, 2002, resulted in a decrease of 54% in the loss from operations in the 2002
period.
Six Months Ended December 31, 2002, Compared to the Six Months Ended
- --------------------------------------------------------------------
December 31, 2001
- -----------------
Revenue for the six month period ended December 31, 2002, decreased by 21% from
the six month period ended December 31, 2001. The only revenue realized in the
2002 period was from PRAXA related services, which decreased by 13% from the
2001 period. The decrease was due to fewer PRAXA customers using the Company's
software support, training and consulting services.
11
UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
(continued)
The cost of PRAXA related services decreased by 9% from the 2001 period to the
2002 period, in line with the decrease in revenue from this business segment.
Development costs for the mineral potential analysis software decreased by 48%
from the 2001 period to the 2002 period because the software is now in the
testing phase, utilizing less manpower than was used during the development
phase. General and administrative expenses decreased by 44% because the
Company's product development manager is now totally assigned to the mineral
potential analysis software project. The decrease of 29% in total costs and
expenses from the six month period ended December 31, 2001, to the six month
period ended December 31, 2002, resulted in a decrease of 37% in the loss from
operations in the 2002 period.
Liquidity and Capital Resources
- -------------------------------
As of December 31, 2002, the working capital deficit was $1,058,310 as compared
to a deficit of $971,398 at June 30, 2002. The increased deficit is due to
lower accounts receivable and subscriptions receivable balances and higher notes
payable, accounts payable and accrued interest payable balances at December 31.
Management projects that capital from sources other than operations will be
required to bring its mineral potential analysis tool, Geo-Sleuth, to market
and to fund the operations of its mineral exploration subsidiaries. The Company
anticipates raising this capital through the private placement of stock in the
Company. The Company now has shares available to use to raise new funds, as
additional shares were authorized at the annual shareholder meeting on January
15, 2003. There can be no assurance that the Company will be able to raise
additional funds and failure to do so may have a material adverse impact on the
Company's business and operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of Share Owners of Unitronix Corporation was held on
January 15, 2003.
(b) All director nominees were elected.
12
UNITRONIX CORPORATION
PART II-Item 4. Submission of Matters to a Vote of Security Holders
(continued)
(c) Certain matters voted upon at the meeting and the votes cast with respect
to such matters are as follows:
Proposals and Vote Tabulations
Votes Cast
------------------
For Against Abstain Not Voted
Management Proposals --------- ------- ------- ---------
Amend the Company's Certificate of
Incorporation to increase the total
authorized capital stock of the
Corporation to two hundred million
(200,000,000) shares, one hundred
million of which shall be common
stock without nominal or par value,
one million (1,000,000) of which
shall be convertible preferred
stock with one dollar ($1.00) par
value and ninety-nine million
(99,000,000) shall be without
designation; and to re-designate the
Company's Series A Cumulative
Convertible Preferred Stock as Series
A Convertible Preferred Stock, extend
the maturity date an additional four
years from the date of issuance, make
such shares non-cumulative and reduce
by half the Conversion Price. 8,378,042 4,000 1,950 691,863
Approval of the appointment of
independent auditors for 2003. 9,071,455 0 2,450 569,813
Election of Directors
Director Votes Received Votes Withheld
------------------ -------------- --------------
Jack E. Shaw 9,073,905 1,950
Robert C. Crawford 9,073,905 1,950
Howard L. Morgan 9,073,905 1,950
Robert G. Sable 9,073,905 1,950
Dale M. Hendrick 9,073,905 1,950
Item 5. Other Information
On January 15, 2003, the Board of Directors of the Company appointed Dale M.
Hendrick as President and Chief Executive Officer of the Company and as
President of 1522923 Ontario, Incorporated.
13
UNITRONIX CORPORATION
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
None
B. Reports on Form 8-K
A Form 8-K was filed on October 22, 2002, incorporating by reference the
Company's October 16, 2002, press release concerning the appointment of
Dale M. Hendrick to the Company's Board of Directors.
14
UNITRONIX CORPORATION
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.
Unitronix Corporation
Date: February 5, 2003
By: /s/William C. Wimer
---------------
William C. Wimer
Vice President, Operations and
Chief Financial Officer
15