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 quarterly period ended September 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: No. 0-24368
FLEXPOINT SENSOR SYSTEMS, INC.
(Name of small business issuer in its charter)
Delaware 87-0620425
(State of incorporation) (I.R.S. Employer Identification No.)
106 West Business Park Drive, Draper, Utah 84020
(Address of principal executive offices) (Zip code)
Issuer's telephone number: 801-568-5111
Indicate by check mark whether the 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 [ ] No [X]
Check if the issuer has filed all documents and reports required to be filed
by Section 12, 13, 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]
As of October 20, 2004, Flexpoint Sensor Systems, Inc. had a total of
18,798,718 shares of common stock issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements...............................................2
Unaudited Consolidated Balance Sheet - September 30, 2004..........3
Unaudited Consolidated Statements of Operations
for the Three Months Ended September 30, 2004 and
for the Period from February 24, 2004 (Date of
Inception) through September 30, 2004..............................4
Unaudited Consolidated Statement of Stockholders'
Equity for the Period from February 24, 2004
(Date of Inception) through September 30, 2004.....................5
Unaudited Consolidated Statement of Cash Flows
for the Period from February 24, 2004 (Date of
Inception) through September 30, 2004..............................6
Notes to Unaudited Consolidated Financial Statements...............7
Item 2. Management's Discussion and Analysis..............................15
Item 3. Controls and Procedures...........................................19
PART II: OTHER INFORMATION
Item 5. Other Information.................................................19
Item 6. Exhibits .........................................................19
Signatures.................................................................20
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
As a result of our reorganization under a court approved Chapter 11 bankruptcy
plan, we are now a development stage company with a date of inception of
February 24, 2004. We used fresh-start reporting (See Note 3 of the Notes to
Unaudited Consolidated Financial Statements, below) and all assets of
Flexpoint Sensor Systems, Inc. were restated to reflect their reorganization
value, which approximated the fair value at the date of reorganization.
Management estimated the reorganization value to be $5,634,000 based upon the
negotiated price at which certain creditors were willing to convert their
claims into common shares.
The financial information set forth below with respect to our consolidated
financial position as of September 30, 2004 and the consolidated statements of
operations and cash flows for the interim period from February 24, 2004
through September 30, 2004 are unaudited. This financial information, in the
opinion of management, includes all adjustments consisting of normal recurring
entries necessary for the fair presentation of such data. The results of
operations for the periods herein ended September 30, 2004 are not necessarily
indicative of results to be expected for any subsequent period.
2
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
UNAUDITED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2004
------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 185,696
Accounts receivable 40,390
Prepaid expenses 3,290
------------------------------------------------------------------------------
Total Current Assets 229,376
Property and equipment, net of accumulated
depreciation of $30,420 1,680,907
Patents and proprietary technology, net of
accumulated amortization of $236,347 6,532,943
------------------------------------------------------------------------------
Total Assets $ 8,443,226
==============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 203,552
Accrued liabilities 104,361
Deferred revenue 325,000
Notes payable - related party 243,300
------------------------------------------------------------------------------
Total Current Liabilities 876,213
------------------------------------------------------------------------------
Stockholders' Equity
Common stock - $0.001 par value; 100,000,000 shares authorized;
18,798,718 shares issued and outstanding 18,798
Additional paid-in capital 8,439,986
Warrants outstanding 731,328
Deficit accumulated during the development stage (1,623,099)
------------------------------------------------------------------------------
Total Stockholders' Equity 7,567,013
------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 8,443,226
==============================================================================
The accompanying notes are an integral part of these
unaudited consolidated financials statements.
3
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Period
From February 24,
For the Three 2004 (Date of
Months Ended Inception)
September 30, through September
2004 30, 2004
------------------------------------------------------------------------------
Sales $ 52,296 $ 107,796
Cost of goods sold (32,201) (51,072)
------------------------------------------------------------------------------
Gross Profit 20,095 56,724
General and administrative expense (525,333) (1,577,858)
Interest expense (707) (101,965)
------------------------------------------------------------------------------
Net Loss $ (505,945) $ (1,623,099)
==============================================================================
Basic and Diluted Loss Per Share $ (0.03) $ (0.09)
==============================================================================
Basic and Diluted Weighted-Average
Shares Outstanding 18,798,718 18,335,703
==============================================================================
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
4
Balance -
February 24, 2004
(Date of Inception of
the Development Stage) - $ - $ - $ - $ - $ -
Issuance for patents
and cash, net of
assumption of
liabilities,
February 24, 2004,
$0.52 per share 14,098,718 14,098 4,952,166 - - 4,966,264
Issuance for consulting
services, March 3, 2004,
$1.15 per share 100,000 100 114,580 - - 114,680
Stock-based compensation
from 650,000 warrants
issued on March 3, 2004
for consulting services - - - 731,328 - 731,328
Issuance for acquisition
of equipment and
proprietary technology
from Flexpoint Holdings,
LLC, a company controlled
by a shareholder, March
31, 2004, $1.15 per
share 1,600,000 1,600 1,833,400 - - 1,835,000
Beneficial conversion
option on note payable - - 42,840 - - 42,840
Conversion of note
payable, March 31
and May 19, 2004 3,000,000 3,000 1,497,000 - - 1,500,000
$0.50 per share
Net loss - - - - (1,623,099) (1,623,099)
--------------------------------------------------------------------------------------------------------
Balance -
September 30, 2004 18,798,718 $ 18,798 $ 8,439,986 $ 731,328 $(1,623,099) $ 7,567,013
========================================================================================================
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 24, 2004 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2004
----------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $ (1,623,099)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 30,420
Amortization of intangible assets 219,351
Issuance of stock and warrants for services 846,008
Expenses paid by increase in convertible note payable 60,000
Interest expense from beneficial conversion option of
convertible note payable 42,840
Interest expense from origination fees on convertible notes payable 56,666
Changes in operating assets and liabilities:
Accounts receivable (40,390)
Prepaid expense (3,290)
Accounts payable (4,554)
Accrued liabilities 102,869
Deferred revenue (18,750)
----------------------------------------------------------------------------------------
Net Cash Used by Operating Activities (331,929)
----------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Payments for patents (16,733)
Purchase of equipment (13,327)
Payment for acquisition of equipment and proprietary
Technology from Flexpoint Holdings, LLC (265,000)
----------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (295,060)
----------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from notes payable - related parties 240,300
Principal payments on notes payable - related parties (13,000)
Cash received in fresh start accounting 2,051
Proceeds from borrowings under convertible note payable 583,334
----------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities 812,685
----------------------------------------------------------------------------------------
Net Change in Cash 185,696
Cash at Beginning of Period -
----------------------------------------------------------------------------------------
Cash at End of Period $ 185,696
========================================================================================
Supplemental Schedule of Non Cash Investing and Financing Activities:
Issuance of 14,813,004 shares of common stock valued at $4,966,264 and the assumption
of $671,348 of liabilities in exchange for patents of $5,635,561 and $2,051 cash in
fresh start.
Short-term advances of $102,000 were repaid from an increase in a convertible note
payable.
Issuance of 1,600,000 shares of common stock valued at $1,835,000, issuance of a
$698,000 convertible note payable and a cash payment of $265,000 to Flexpoint
Holdings, LLC, a company controlled by a shareholder, in exchange for equipment
and proprietary technology with a fair value of $2,798,000.
The principal balance of a $1,500,000 convertible note payable was converted into
3,000,000 shares of common stock.
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
6
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS
Nature of Operations - Flexpoint Sensor Systems, Inc. (the Company) is a
development stage enterprise engaged principally in designing, engineering,
and manufacturing sensor technology and equipment using flexible potentiometer
technology. On February 24, 2004, the Company's plan of reorganization was
confirmed by the U.S. Bankruptcy Court and the Company emerged from
bankruptcy. As discussed further in Note 3, the emergence from bankruptcy was
accounted for using fresh start accounting and the Company was considered a
new entity for financial reporting purposes. The new entity is in the
development stage as planned operations have not commenced. Development stage
activities primarily include acquiring equipment and technology,
organizational activities, obtaining financing and seeking manufacturing
contracts.
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of Flexpoint Sensor Systems, Inc. and its
90%-owned subsidiary, Sensitron, Inc., and Sensitron Inc.'s 90%-owned
subsidiary, Flexpoint, Inc. Minority interests in subsidiaries are carried at
no value based on their historical cost. Intercompany transactions and
accounts have been eliminated in consolidation.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the financial statements
and accompanying notes. Actual results could differ from these estimates.
Interim Financial Statements - The accompanying unaudited consolidated
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America. In
the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to fairly present the Company's
consolidated financial position as of September 30, 2004, its consolidated
results of operations and cash flows for the period from February 24, 2004
(date of inception of the development stage) through September 30, 2004. The
results of operations for the period from February 24, 2004 through September
30, 2004, may not be indicative of the results that may be expected for the
period ending December 31, 2004.
Business Condition - The accompanying unaudited consolidated financial
statements have been prepared assuming that the Company will continue as a
going concern. The Company is in the development stage and its efforts are
primarily obtaining necessary capital to complete its production facility and
re-start operations following its emergence from Chapter 11 bankruptcy
proceedings. The Company has an accumulated deficit of $1,623,099 and used
cash from operations of $331,929 for the period from February 24, 2004 (date
of inception of development stage) through September 30, 2004. These
conditions raise substantial doubt about the Company's ability to continue as
a going concern. The unaudited consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flows to meet its obligations on a timely basis,
which may include the need to obtain additional financing, and ultimately to
attain profitable operations. The Company does not have sufficient cash flow
to finance its operations on an on-going basis. To date, the Company has met
its short-term cash needs through confirmation of its plan of reorganization
and through proceeds from related party notes payable and from a convertible
note payable as described in Note 2. Management plans to issue equity
securities through a private placement offering. However, there can be no
assurance that such sources of financing, if any, will be completed as planned
or continue to be available, and if available, that they will be on terms
favorable to the Company or in amounts sufficient to meet the Company's cash
flow requirements.
7
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Fair Values of Financial Instruments - The amounts reported as notes payable
to a related party are considered to be reasonable approximations of their
fair value due to their short repayment term.
Accounts Receivable - The Company regularly reviews its accounts receivable
and makes provisions for potentially uncollectible balances. Management
believed the Company had incurred no material impairments in the carrying
values of its accounts receivable.
Property and Equipment - Property and equipment are stated at cost. Additions
and major improvements are capitalized while maintenance and repairs are
charged to operations. Upon retirement, sale or disposition, the cost and
accumulated depreciation of the items sold are eliminated from the accounts,
and any resulting gain or loss is recognized in operations. Depreciation is
computed using the straight-line method and is recognized over the estimated
useful lives of the property and equipment, which are three to seven years.
Depreciation expense was $30,420 for the period from February 24, 2004 (date
of inception of development stage) through September 30, 2004.
Valuation of Long-lived Assets - The carrying values of the Company's
long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that they may not be recoverable. When projections
indicate that the carrying value of the long-lived asset is not recoverable,
the carrying value of the long-lived asset is reduced by the estimated excess
of the carrying value over the projected discounted cash flows.
Intangible Assets - The Company currently has the rights to several patents.
Patents are amortized from the date the Company acquires or is awarded the
patent, over their estimated useful lives. Impairment is recognized if the
carrying amount is not recoverable and the carrying amount exceeds the fair
value of the intangible asset. Costs to obtain or develop patents are
capitalized and amortized over a five-year period. Amortization of patents
during the period from February 24, 2004 through September 30, 2004 was
$219,351.
Revenue Recognition - Revenue from the sale of products is recorded at the
time of shipment to the customers. Revenue from research and development
engineering contracts is recognized as the services are provided and accepted
by the customer. Revenue from contracts to license technology to others is
deferred until all conditions under the contracts are met and then recognized
as licensing royalty revenue over the remaining term of the contracts.
As of September 30, 2004, Sensitron, the Company's subsidiary, had deferred
revenue of $325,000, which are consisting of $250,000 of prepaid licensing
royalties to be deferred and recognized as the related licensing royalty sales
are reported to the Company by the customer over the remaining term of the
agreement, and $75,000 of deferred sales related to software license rights
sold to the customer that is being amortized over the six-year term of the
contract. As described more fully in Note 10 - Subsequent Event, during
October 2004, Flexpoint cancelled the licensing agreement and recognized the
remaining net deferred revenue.
Stock Based Compensation - The Company accounts for its stock-based
compensation issued to employees and directors under APB 25, Accounting for
Stock Issued to Employees, and related interpretations. Under APB 25,
compensation related to stock options, if any, is recorded if an option's
exercise price on the grant date is less than the fair value of the Company's
common stock on the grant date, and amortized over the vesting period.
Compensation expense for stock awards or purchases, if any, is recognized if
the award or purchase price on the measurement date is below the fair value of
the Company's common stock, and is recognized on the date of award or
purchase. At September 30, 2004, the Company has a stock-based employee
compensation plan, which is described more fully in Note 7. Employee stock
options have not been granted under the Plan nor have any employee stock
awards occurred; therefore, no employee stock-based compensation has been
recognized in the accompanying financial statements nor would there have been
any employee stock-based compensation using the fair value method to value
grants or awards.
8
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company accounts for its stock-based compensation issued to non-employees
using the fair value method in accordance with SFAS No. 123, Accounting for
Stock Based Compensation. Under SFAS No. 123, stock-based compensation is
determined as the fair value of the equity instruments issued. The measurement
date for these issuances is the earlier of the date at which a commitment for
performance by the recipient to earn the equity instruments is reached or the
date at which the recipient's performance is complete. Stock-based
compensation to non-employees totaled $846,008 for the period from February
24, 2004 through September 30, 2004.
Basic and Diluted Loss Per Share - Basic and diluted loss per share is
computed by dividing net loss by the weighted-average number of common shares
outstanding during the period. At September 30, 2004, there were outstanding
stock equivalents to purchase 650,000 shares of common stock that were not
included in the computation of basic and diluted net loss per share as their
effect would have been anti-dilutive, thereby decreasing the net loss per
common share.
NOTE 2 - CONFIRMATION OF PLAN OF REORGANIZATION
On February 24, 2004, the Bankruptcy Court confirmed the Company's plan of
reorganization. The confirmed plan provided for the following:
Reverse Stock Split - The shares of common stock outstanding prior to the
confirmation were reverse split on a 1-for-7 basis. All share amounts are
presented in the accompanying financial statements on a post-split basis.
Cancellation of Common Stock - The Company cancelled 714,286 shares of common
stock issued to an officer during 2001, as provided for by the confirmed plan
of reorganization.
Convertible Debentures Payable - Convertible debentures of $3,681,280 were
forgiven in exchange for the Company's agreement not to contest the issuance
of 7,142,087 shares of common stock that were issued to Aspen Capital based
upon the exercise of warrants prior to the bankruptcy petition.
Convertible Promissory Note to Former Employee - The Company converted
$194,620 of claims that included accounts payable, accrued wages and a
convertible promissory note to a former employee of $20,000, into 377,682
shares of common stock at a conversion price of $0.5153 per share.
Note Payable to Stockholder - The Company exchanged $1,230,218 of notes
payable to a stockholder for 2,387,382 shares of common stock at a conversion
price of $0.5153 per share.
Lease Obligation - A lease obligation of $574,255 was exchanged for 1,114,410
shares of common stock at a conversion price of $0.5153 per share.
Delphi Automotive Systems Supply Agreement - Flexpoint entered into a Purchase
and Supply Agreement (the "Supply Agreement") with Delphi Automotive Systems
("Delphi") in June 1998. Under the terms of the Supply Agreement, the Company
was to supply its proprietary sensor mats to Delphi for integration into a
weight-based suppression system as a critical part of a smart air bag system.
The Supply Agreement provided that such sensor mats were to be exclusively
supplied to General Motors, through Delphi, by the Company through 2002. In
May 2000, the Supply Agreement was amended, primarily providing for Delphi to
make loan payments to the Company to be used directly for Delphi programs. As
of December 31, 2000, the Company had received loan payments of $1,700,000
from Delphi.
9
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In August 2000, Delphi notified the Company of its intent to terminate the
Supply Agreement. The Company believes that Delphi was not entitled to
terminate the agreement or had not followed the appropriate contractual
provisions for termination of the Supply Agreement. As a result of the
termination, the Company was required to significantly reduce its workforce
and its operating costs. In addition, the Company sought protection under the
United States federal bankruptcy laws.
The Company believes it was damaged and has offsets to the loan from Delphi.
Accordingly, the note payable was reduced to zero.
Litigation under the Delphi Supply Agreement remains under the jurisdiction of
the bankruptcy court and the outcome of the future legal proceedings between
the Company and Delphi is uncertain. However, on February 24, 2004, the
Company concluded that the likelihood that this contingency would require that
the Company transfer assets to Delphi was remote, and therefore, the liability
was accounted for as extinguished with the resulting gain included in gain on
forgiveness of debt in the pre-confirmation consolidated statements of
operations.
NOTE 3 - FRESH START ACCOUNTING
In accordance with the fresh start requirements of SOP 90-7, Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code, the Company
accounted for the reorganization using fresh-start reporting. Accordingly, all
assets of Flexpoint Sensor Systems, Inc. have been restated to reflect their
reorganization value, which approximates fair value at the date of
reorganization. Management estimated a reorganization value of $5,634,000
based upon the negotiated price at which certain creditors were willing to
convert their claims into common stock.
The Company allocated the reorganization value to patents with a
weighted-average remaining life of 13.2 years. The patents are amortized on a
straight-line basis with an average yearly amortization of $435,963.
The following summarizes the effect of the plan of reorganization on the
Company's consolidated balance sheet, as of February 24, 2004, the date of
confirmation of the plan of reorganization:
10
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Reorganized
As of Date of Confirmation Pre- Debt Exchange of Balance
of Plan, February 24, 2004 Confirmation Discharge Stock Fresh Start Sheet
-------------------------------- ------------- ------------ ------------- ------------- -------------
ASSETS
Current Assets - Cash $ 2,051 $ - $ - $ - $ 2,051
Patents, net 1,561 - - 5,634,000 5,635,561
-----------------------------------------------------------------------------------------------------
Total Assets $ 3,612 $ - $ - $ 5,634,000 $ 5,637,612
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise - Current
Accounts payable $ 244,642 $ (36,536) $ - $ - $ 208,106
Accrued liabilities 1,492 - - - 1,492
Deferred revenue 343,750 - - - 343,750
Short-term advance payable 102,000 - - - 102,000
Notes payable - related party 16,000 - - - 16,000
-----------------------------------------------------------------------------------------------------
Total Liabilities Not Subject
to Compromise - Current 707,884 (36,536) - - 671,348
-----------------------------------------------------------------------------------------------------
Liabilities Subject to Compromise 7,777,379 (7,777,379) - - -
-----------------------------------------------------------------------------------------------------
Stockholders' Equity (Deficit)
Preferred stock 1,080,426 - (1,080,426) - -
Common stock (old) 76,535 - (76,535) - -
Common stock (new) - 11,022 3,076 - 14,098
Additional paid-in capital 22,078,206 5,669,351 1,153,885 (23,949,276) 4,952,166
Deficit accumulated during
the development stage (31,716,818) 2,133,542 - 29,583,276 -
-----------------------------------------------------------------------------------------------------
Total Stockholders'
Equity (Deficit) (8,481,651) 7,813,915 - 5,634,000 4,966,264
-----------------------------------------------------------------------------------------------------
Total Liabilities and
Stockholders' Equity (Deficit) $ 3,612 $ - $ - $ 5,634,000 $ 5,637,612
=====================================================================================================
NOTE 4 - PROPERTY AND EQUIPMENT
On March 31, 2004, Flexpoint Sensor Systems, Inc. entered an asset purchase
agreement with Flexpoint Holdings, LLC, a company controlled by a shareholder,
to acquire equipment and proprietary software technology with a total fair
value of $2,798,000 in exchange for $265,000, the issuance of a $698,000
convertible note payable, and 1,600,000 shares of common stock valued at
$1,835,000, or $1.15 per share. Flexpoint Holdings, LLC is a holding company
with the primary purpose to acquire and hold assets which one of the Company's
creditors caused to be seized during 2001 and sold at public auction during
2002.
The acquisition of the assets of Flexpoint Holdings, LLC has been accounted
for using the purchase method of accounting; however, Flexpoint Holdings, LLC
was not a business and had no operations. Accordingly, pro forma financial
information is not provided. The purchase price was determined using
estimated fair values of the assets acquired. The Company is in the process of
determining the fair values of certain assets; accordingly, the purchase price
is subject to refinement. At March 31, 2004, the fair value of the assets
acquired were as follows:
--------------------------------------------------------------
Property and equipment $ 1,698,000
Proprietary technology 1,100,000
--------------------------------------------------------------
Net assets acquired $ 2,798,000
==============================================================
11
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The equipment consists of manufacturing equipment to produce the Company's
product, and the technology consists of software algorithms that interpret
data provided by the Company's flexible sensor technology. The technology has
an estimated weighted-average useful life of 5 years.
NOTE 5 - NOTE PAYABLE - RELATED PARTY
The Company has unsecured notes payable to a shareholder with interest stated
at 15% with repayment terms requiring payment of the principal and interest by
December 31, 2004. Upon emergence from bankruptcy the Company had notes
payable to related parties of $16,000 and borrowed and additional $240,300.
The Company repaid $13,000 on the notes during April and May 2004, leaving a
remaining balance of $243,300 as of September 30, 2004. Payment of the entire
principal and interest is due to the shareholder by December 31, 2004.
NOTE 6 - CONVERTIBLE NOTE PAYABLE
The plan of reorganization provided for the Company to draw upon a $1,500,000
convertible note payable. During March and May 2004, the Company borrowed
$1,443,334, net of loan origination fees of $56,666, from the note. The terms
of the convertible note payable provided that interest accrued on the
$1,500,000 outstanding balance at 10% per annum, and that all amounts become
due within three years of the date of the agreement. Proceeds of $698,000
were used for the acquisition of assets from Flexpoint Holdings, LLC, as
described in Note 3, and proceeds of $102,000 were used to repay a short-term
advance from Flexpoint Holdings, LLC. The Company borrowed $583,334 under the
note and $60,000 was borrowed from the direct payment to settle certain
secured and priority claims determined in the reorganization plan and to pay
operating expenses. The $1,500,000 balance under the note payable was
converted into common stock during March and May 2004 at the rate of $0.50 per
share resulting in the issuance of 3,000,000 shares of common stock. The fair
value of the stock at the date of reorganization was $0.52 per share while the
terms of the conversion provided for a $0.50 per share conversion, resulting
in recognition of a $42,840 beneficial conversion option which was charged to
interest expense through the date of conversion.
NOTE 7 - INCOME TAXES
There was no provision for, or benefit from, income tax during the period. The
components of the net deferred tax asset as of September 30, 2004, including
temporary differences and operating loss carryforwards that arose prior to
reorganization from bankruptcy, are as follows:
----------------------------------------------------
Operating loss carry forwards $ 9,231,978
Deferred license and royalty income 121,225
Accrued liabilities 20,935
Amortization of intangibles 2,034,511
----------------------------------------------------
Total Deferred Tax Assets 11,408,649
Valuation allowance (11,408,649)
----------------------------------------------------
Net Deferred Tax Asset $ -
====================================================
As a result of the confirmation of the bankruptcy plan, $7,813,915 in debt was
discharged. For tax reporting purposes, net operating loss carry forwards were
reduced to $24,750,611 at September 30, 2004. Although net operating losses
begin to expire in the year 2012 those carry forwards will be limited or
unavailable, under the tax laws, due to a change of greater than 50% in
ownership of the Company upon emergence from bankruptcy.
12
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following is a reconciliation of the amount of benefit that would result
from applying the federal statutory rate to pretax loss with the provision for
income taxes for the period from February 24, 2004 (Date of inception of the
development stage) through September 30, 2004:
-----------------------------------------------------------
Tax at statutory rate (34%) $ (551,854)
Change in valuation allowance 605,416
State tax benefit, net of federal tax effect (53,562)
-----------------------------------------------------------
Provision for Income Taxes $ -
===========================================================
NOTE 8 - STOCK OPTION PLAN
On April 1, 1995, the Board of Directors and shareholders adopted an Omnibus
Stock Option Plan (the "Plan"). Under the terms of the Plan, as amended in
October 1997, Flexpoint may grant options to employees, directors and
consultants to purchase up to 719,643 shares of common stock. Incentive or
non-qualified options may be granted under the Plan. Options granted under the
Plan are exercisable over periods determined by the Board of Directors, not to
exceed 10 years from the date of grant. Options generally vest from
immediately to five years. Generally, the only condition for exercise of
options granted under the Plan is that the employees remain employed through
the date the options are exercised or vested. As of the date of the
confirmation of the plan of reorganization, all previously outstanding stock
options were cancelled. No stock options have been issued under the Plan since
the Company emerged from bankruptcy.
NOTE 9 - LEASE COMMITMENT
Effective March 31, 2004, the Company agreed to lease offices and a
manufacturing facility in which the Company's acquired equipment is located,
with monthly lease payments of $5,500 plus common area maintenance fees. The
lease expired in September 2004. Rent expense for the period from February 24,
2004 through September 30, 2004 was $57,560. In September, the Company entered
into a new five-year lease agreement with average monthly payments of $8,718,
including a 2% annual increase in lease payments. Total future minimum lease
payments as of September 30, 2004 are as follows:
-----------------------------------------------
2004 $ 25,358
2005 101,821
2006 103,388
2007 104,988
2008 106,619
Thereafter 80,894
------------------------------------------------
$ 523,068
================================================
NOTE 10 - CONSULTING AGREEMENT
On March 3, 2004, the Company entered into a twelve-month consulting agreement
with Summit Resource Group ("Summit") whereby Summit has agreed to provide
consulting services for the Company related to investor relations, including
dealing with direct investor relations and broker/dealer relations and the
investing public. The agreement may be terminated after the first 90 days by a
45-day written notice from either party. In consideration for consulting
services, the Company issued Summit 100,000 common shares and warrants to
purchase 650,000 common shares. The warrants are exercisable for five years
from the dated awarded as follows: i) warrants to purchase 150,000 shares were
exercisable at $0.70 per share from the date awarded, ii) warrants for 150,000
shares were exercisable at $0.70 per share beginning on May 1, 2004 and iii)
warrants to purchase 350,000 shares were exercisable at $0.80 per share
beginning September 1, 2004, The Company granted Summit registration rights
with respect to the 650,000 common shares underlying the warrants, and the
Company has the obligation for all related registration costs.
13
FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company valued the issuance of 100,000 common shares to Summit at
$114,680, or approximately $1.15 per share, based on the estimated market
value of the stock issued on the date of the agreement, with the related
expense charged to operations. The Company valued the warrants granted to
Summit at $731,328, estimated on the date granted using the Black-Scholes
option pricing model with the following weighted-average assumptions:
risk-free interest rate of 3.06%, expected dividend yield of 0.0%, expected
life of 5 years and expected volatility of 200%. Consulting expense is
recognized over the period the warrants vest, which resulted in recognizing
$731,328 of compensation to Summit during the period from February 24, 2004
through September 30, 2004.
NOTE 11 - SUBSEQUENT EVENT
On October 2, 2004 Sensitron, the Company's subsidiary, cancelled a licensing
agreement with a customer relating to the customer's use of the Company's
technology. To cancel the agreement, the Company paid the customer $100,000
of the prepayment previously received from the customer under the license
agreement. The balance of $225,000 of prepayment, which is included in
deferred revenue, will be included in licensing revenue during the fourth
quarter of 2004.
14
In this report references to "Flexpoint Sensor," "we," "us," and "our" refer
to Flexpoint Sensor Systems, Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Executive Overview
We are engaged principally in designing, engineering and manufacturing sensor
technology and equipment using flexible potentiometer technology, which we
refer to as Bend Sensor technology. On February 24, 2004 our Chapter 11
bankruptcy reorganization plan was confirmed by the bankruptcy court and
effected on March 5, 2004. As a result, Flexpoint Sensor is considered a new
entity for financial reporting purposes. We are a development stage company
focused on obtaining necessary capital to re-start operations following our
reorganization.
While we recorded sales of $107,796 for the period from February 24, 2004
through September 30, 2004 (the "2004 interim period") we recorded an
accumulated deficit of $1,623,099 for the same time period. Our auditors have
expressed doubt that we can continue as a going concern because we do not have
sufficient cash flow to finance our operations on an on-going basis. We will
require additional financing to fund our short-term cash needs and we will
likely rely on debt financing, loans from related parties, and private
placements of our common stock for additional funding.
During the three month period ended September 30, 2004 (the "2004 third
quarter") we have been primarily involved with development of applications for
our Bend Sensor technology in the automotive industry. The increased
interest from the automotive sector has accelerated the need for manufacture
of prototypes and has led to engineering discussions about broader
applications for our Bend Sensor technology in the automotive industry. We
are in negotiations for automotive applications; however, we have not
finalized any agreements and cannot guarantee that we will be able to finalize
any agreements.
During the 2004 third quarter, we have completed the setup of our ink
manufacturing and lab area. Also, we have purchased some additional
manufacturing equipment to better facilitate any increased manufacturing
requirements. In addition, we have experienced progress in our sales efforts
and our sales staff is excited about the inquiries that are coming to us about
our sensor technology. Management is encouraged that we continue to receive
contacts from many companies that believe our sensor technology may be a
viable product for their industry.
Management believes that even though we are making positive strides forward
with our business plan, it is likely that significant progress may not occur
for the next six months to one year. Accordingly, we cannot guarantee that we
will realize significant revenues or that we will become profitable within the
next twelve months.
Our primary challenge is to manage the timing of distribution and promotion of
our products. Our plan is to continue the rehabilitation of our operations to
the point that we can offer mass production and incorporation of our products
into new applications. However, this will be subject to our ability to market
our products to customers
15
who can exploit the potential of the patents we own. We will continue to
reestablish old relationships and establish new ones.
Liquidity and Capital Resources
For the next twelve months, management anticipates that we will rely on
revenues, debt financing, notes from related parties, and private placements
of our common stock to fund our on-going operations. In addition, as we enter
into new technology agreements, we must ensure that those agreements provide
adequate funding for any pre-production research and development and
manufacturing costs. If we are successful in establishing agreements with
adequate initial funding, management believes that our operations for the long
term will be funded by revenues, licensing fees and royalties related to these
agreements. However, we have formalized only a few additional agreements
since confirmation of our bankruptcy reorganization plan and there can be no
assurance that agreements will come to fruition in the future or that a
desired technological application can be brought to market.
Our revenues come from orders for our Bend Sensor technology and we
anticipate that on-going negotiations with third parties may result in several
new technology agreements. However, the revenues are not to a level to
support our operations and for the 2004 interim period we recorded net cash
used in operating activities of $331,929. Net cash used in investing
activities for that interim period was $295,000, with $265,000 of that amount
related to the payment for acquisition of equipment from Flexpoint Holdings
LLC in March 2004.
Financing. For the interim period, we have relied on a $1.5 million
convertible line of credit, executed as part of our bankruptcy reorganization,
to fund our operations. During March and May 2004, we drew approximately
$1,443,000, net of origination fees of approximately $57,000, from this line
of credit. Of the amount drawn from the line of credit, we used $698,000 to
acquire the assets of Flexpoint Holdings, LLC, and $102,000 was used to repay
a short-term advance from Flexpoint Holdings, LLC. We borrowed approximately
$583,000 for operations and $60,000 was borrowed to settle certain secured and
priority claims of the reorganization plan.
Pursuant to the terms of the convertible line of credit, we initially placed
3,000,000 free trading shares in an escrow account for conversion of the
credit line. In March and May 2004 the $1,500,000 amount drawn from the line
of credit was converted into common stock at a rate of $0.50 per share. This
conversion resulted in the issuance of 3,000,000 shares of common stock to
Broad Investment Partners and its assignees.
We also borrowed $240,300 from a related party to meet short term cash needs.
Management anticipates that additional funding may be obtained through debt
financing or private placements of our common stock. However, we cannot
assure you that we will be able to obtain debt financing on terms agreeable to
us, nor that we will complete a private placement. If we rely on a private
placement of stock, then we expect to issue the stock pursuant to exemptions
from registration provided by federal and state securities laws. We currently
do not intend to make a public offering of our stock. We also note that if we
issue more shares of our common stock, then our shareholders may experience
dilution in the value per share of their common stock.
Commitments and Contingencies
Our principal commitments consist of our total current liabilities, discussed
in more detail below in "Results of Operations," and an operating lease.
Effective March 31, 2004 we were obligated to make monthly payments of $5,500
per month for a lease of office and manufacturing space in which our equipment
is located. On September 13, 2004 we finalized a new five-year lease
agreement for the same property with average monthly payments of $8,718,
including common area maintenance and a 2% annual increase. The total future
minimum payments under this lease are $523,068 as of September 30, 2004.
During the 2004 third quarter we have relied on loans from related parties to
fund our operations. At September 30, 2004 we had an unsecured note payable
to a shareholder for $243,300 with 15% interest. Upon emergence from
bankruptcy we had notes payable to related parties of $16,000 and then
borrowed an additional $240,300.
16
We repaid $13,000 on the notes during April and May 2004, leaving a remaining
balance of $243,300 as of September 30, 2004. The terms of this note payable
require payment of the principal and interest by December 31, 2004.
Off-balance Sheet Arrangements - None.
Results of Operations
The following discussions are based on the consolidated operations of
Flexpoint Sensor, its 90% owned subsidiaries, Sensitron, Inc. and Flexpoint,
Inc. The information should be read in conjunction with our unaudited
consolidated financial statements and the notes included in this report at
Part I, Item 1, above. The charts below present a summary of our unaudited
consolidated statement of operations for the three month period ended
September 30, 2004 and the interim period from February 24, 2004 through
September 30, 2004.
Summary Operating Results for the Periods Ended September 30, 2004
------------------------------------------------------------------
Interim period
Three Months from February 24, 2004
Ended through
September 30, 2004 September 30, 2004
------------------ ---------------------
Sales $ 52,296 $ 107,796
Cost of goods sold (32,201) (51,072)
Gross profits 20,095 56,724
General and administrative expenses (525,333) (1,577,858)
Interest expense (707) (101,965)
Net loss (505,945) (1,623,099)
Net loss per share $ (0.03) $ (0.09)
Revenue from the sale of a product is recorded at the time of shipment to the
customer. Revenue from research and development engineering contracts is
recognized as the services are provided and accepted by the customer. Revenue
from contracts to license technology to others is deferred until all
conditions under the contract are met and then the sale is recognized as
licensing royalty revenue over the remaining term of the contract.
Our sales were primarily from licensing fees and royalties and engineering
services in the 2004 interim period. Sales increased from $39,750 for the
2004 second quarter to $52,296 for the 2004 third quarter. However, cost of
goods sold also increased in the 2004 third quarter resulting in comparable
gross profits of approximately $20,000 for both quarters.
General and administrative expenses consisted of professional fees and
consulting expense. Consulting expense represented $845,908 of the general
and administrative expense for the 2004 interim period. This expense was
related to the issuance of common shares and the vesting of warrants to
purchase 650,000 shares granted to Summit Resource Group in March 2004 in
consideration for public and investor relations consulting services. The
shares were valued at $114,680, or $1.15 per share, and the warrants were
valued at $731,328 based on the Black-Scholes option pricing model, or a fair
value of $1.13 per share. Warrants to purchase 150,000 shares at $0.70
17
vested at the execution of the agreement, warrants to purchase 150,000 shares
at $0.70 per share vested on May 1, 2004, and warrants to purchase 350,000
shares at $0.80 per share vested on September 1, 2004. The warrants have a
five year term from the date they were awarded.
Our interest expense for the 2004 third quarter and interim period was
primarily related to interest on our convertible line of credit.
Summary Balance Sheet Information as of September 30, 2004
-------------------------------------------------------------
Cash $ 185,696
Total assets 8,443,226
Total current liabilities 876,213
Accumulated deficit (1,623,099)
Total stockholders equity $ 7,567,013
Cash increased from $68,155 at June 30, 2004 to $185,696 at September 30,
2004. Our total assets at September 30, 2004 included total current assets of
$229,376, net property and equipment valued at $1,680,907 and patents and net
proprietary technology of $6,532,943. Our total assets increased
significantly in March of 2004 when we entered into an asset purchase
agreement with Flexpoint Holdings, LLC. We acquired equipment and proprietary
software technology valued at $2,798,000 in exchange for $963,000 and
1,600,000 shares of common stock, valued at $1,835,000.
Total current liabilities increased from $621,347 at June 30, 2004 to $876,213
at September 30, 2004. Accounts payable were $203,552, accrued liabilities
were $104,361, deferred revenue was $325,000 and notes payable to a related
party were $243,300 of the total current liabilities. Deferred revenues
consisted of $250,000 prepaid licensing royalties to be deferred and
recognized as the related licensing royalty sales were reported to the company
by the customer over the remaining term of the agreement. Deferred sales of
$75,000 related to software license rights sold to a customer that were being
amortized over the six-year term of the contract. However, in October 2004 we
cancelled the licensing agreement with a customer and paid the customer
$100,000 of the prepayment previously received from the customer. The balance
of $225,000 of deferred revenues which was being amortized over the six-year
term will be included as revenue in the 2004 fourth quarter.
Factors Affecting Future Performance
We have recorded a net loss since inception and may be unable to attain
or maintain profitability.
We are unable to fund our day-to-day operations with our revenues and must
obtain additional financing. In the past we have not been successful at
marketing our sensor products on the scale contemplated in the bankruptcy
reorganization plan and we may be unable to attain those levels. In addition,
we may not realize revenues from our subsidiaries or may be unable to increase
revenues to the point that we attain and are able to maintain profitability.
Research and development may result in problems which may become
insurmountable to fulfill implementation of production.
Customers may request that we create prototypes and perform pre-production
research and development. As a result, we are exposed to the risk that we may
find problems in our designs that are insurmountable to fulfill production.
However, we are currently unaware of any insurmountable problems with ongoing
research and development that may prevent further development of an
application.
18
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer, who also acts in the capacity of principal
financial officer, has reevaluated the effectiveness of our disclosure
controls and procedures, as defined by the Exchange Act. He determined that
there continued to be no significant deficiencies in these procedures as of
the end of the period covered by this report. Also, we have not made any
changes to, or taken corrective actions related to, our internal control over
financial reporting.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In July 2004 Flexpoint Sensor began negotiations for a lease for the
manufacturing facility where our offices and equipment are located. On
September 13, 2004, Flexpoint Sensor finalized the lease agreement with
F.G.B.P., L.L.C. the landlord, for a five-year lease of approximately 11,639
square feet of office and manufacturing space. The lease commences on October
1, 2004 and terminates on September 30, 2009. The average monthly payments
over the term of the lease are $8,718, including common area maintenance and a
2% annual increase. We have been occupying and paying rent on this property
under a sub-lease after acquiring the assets of Flexpoint Holdings, LLC which
were located in the facility.
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Chief Executive Officer Certification
31.2 Principal Financial Officer Certification
32 Section 1350 Certification
Part II Exhibits
2.1 Order Confirming Plan, dated February 24, 2004 (Incorporated by
reference to exhibit 2.1 for Form 8-K filed March 5, 2004)
2.2 Debtor's Plan of Reorganization, dated January 14, 2004 (Incorporated
by reference to exhibit 2.2 for Form 8-K filed March 5, 2004)
2.3 Asset Purchase Agreement between Flexpoint Sensor and Flexpoint
Holdings, LLC, dated March 31, 2004 (Incorporated by reference to
exhibit 2.3 of Form 10-QSB, filed May 3, 2004)
3.1 Certificate of Incorporation of Nanotech Corporation (Incorporated by
reference to exhibit 3.1 of Form 10-SB registration statement, filed
June 17,1994.)
3.2 Certificate of Amendment to Certificate of Incorporation of Nanotech
Corporation (Incorporated by reference to exhibit 3.1 of Form 8-K,
filed April 9, 1998)
3.3 Certificate of Amendment to Certificate of Incorporation of Micropoint
Inc. (Incorporated by reference to exhibit 3.3 of Form 10-QSB, filed
May 3, 2004)
3.4 Restated bylaws of Flexpoint Sensor (Incorporated by reference to
exhibit 3.4 of Form 10-QSB, filed May 3, 2004)
10.1 Credit Line Agreement between Flexpoint Sensor and Broad Investment
Partners, LLC, dated January 14, 2004 (Incorporated by reference to
exhibit 10.1 for Form 8-K filed March 5, 2004)
10.2 Lease Agreement between Flexpoint Sensor and F.G.B.P., L.L.C., dated
July 12, 2004 (To be filed by amendment)
10.3 Consulting Agreement between Flexpoint Sensor and Summit Resource
Group, dated March 3, 2004 (Incorporated by reference to exhibit 10.3
of Form 10-QSB, filed May 3, 2004)
21 Subsidiaries of Flexpoint Sensor Systems, Inc. (Incorporated by
reference to exhibit 21 of Form 10-KSB, filed February 18, 2004)
19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, who is duly
authorized.
FLEXPOINT SENSOR SYSTEMS, INC.
/s/ John A. Sindt
Date: November 12, 2004 By: _______________________________________
John A. Sindt
President, Chairman of the Board,
Chief Executive Officer and Principal
Financial Officer
/s/ Donald E. Shelley
Date: November 12, 2004 By: _______________________________________
Donald E. Shelley
Secretary and Director
20