Sentex Sensing Technology, Inc. 10QSB
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-13328
For the quarterly period ending May 31, 2005

SENTEX SENSING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)
     
New Jersey   22-2333899
     
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1801 East Ninth Street    
Cleveland, Ohio   44114
     
(Address of principal executive offices)   (Zip Code)

(216) 687-0289
(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12 (b) of the Exchange Act:
None

Securities registered pursuant to Section 12 (g) of the Exchange Act:
Common Shares, no par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities and 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 þ No o

Number of shares of Common Shares (No Par Value) of SENTEX SENSING TECHNOLOGY, Inc., issued and outstanding as of the latest practicable date is 101,764,911

 
 

 


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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2004 AND MAY 31, 2005

                 
    November 30,     May 31,  
    2004     2005  
    (Audited)     (Unaudited)  
ASSETS
               
 
               
CURRENT ASSETS
               
Cash
  $ 12,872     $ 10,152  
Accounts receivable — trade, net of allowance for doubtful accounts of $55,000
    98,206       172,459  
Inventory
    103,550       133,085  
 
           
 
               
TOTAL CURRENT ASSETS
    214,628       315,696  
 
               
FIXED ASSETS
               
Computer equipment
    4,009       5,187  
Leasehold improvements
          25,000  
Less accumulated depreciation
    (4,009 )     (4,009 )
 
           
 
          26,178  
 
               
OTHER ASSETS
               
Goodwill
    36,042       36,042  
Deposits
    990       990  
 
           
 
    37,032       37,032  
 
           
 
               
TOTAL ASSETS
  $ 251,660     $ 378,906  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
CURRENT LIABILITIES
               
Notes payable:
               
Related party
  $ 6,203,340     $ 6,301,227  
Trade and other accounts payable ($913,174 and $967,507 to related parties)
    1,171,122       1,586,097  
Accrued liabilities
    160,476       18,933  
Consulting contracts payable
    21,249       21,249  
Convertible subordinated notes payable
    12,423       12,423  
 
           
 
               
TOTAL CURRENT LIABILITIES
    7,568,610       7,939,929  
 
               
STOCKHOLERS’ EQUITY
               
Common stock, no par value
               
Authorized - 200,000,000 shares
               
Issued - 109,460,911 shares
               
Outstanding - 101,764,911 shares
    2,867,579       2,867,579  
Accumulated deficit
    (9,915,061 )     (10,159,134 )
Treasury shares at cost, 7,696,000 shares
    (269,468 )     (269,468 )
 
           
 
               
TOTAL STOCKHOLDERS’ EQUITY
    (7,316,950 )     (7,561,023 )
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 251,660     $ 378,906  
 
           

See Notes to Consolidated Financial Statements

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
ENDED MAY 31, 2004 AND MAY 31, 2005 (UNAUDITED)

                                 
    Three Months Ended     Six Months Ended  
    May 31,     May 31,     May 31,     May 31,  
    2004     2005     2004     2005  
REVENUES
                               
Sales
  $ 783,249     $ 867,952     $ 1,374,344     $ 1,620,098  
Interest and other income
    23,366       154,571       35,633       159,799  
 
                       
Total Revenues
    806,615       1,022,523       1,409,977       1,779,897  
 
                               
COST OF GOODS SOLD
    545,670       673,601       1,146,704       1,026,886  
 
                       
 
                               
GROSS PROFIT
    260,945       348,922       263,273       753,011  
 
                               
OPERATING EXPENSES
                               
Administration
    414,672       419,370       784,179       827,887  
 
                       
 
                               
Total expenses
    414,672       419,370       784,179       827,887  
 
                       
 
                               
PROFIT(LOSS) FROM OPERATIONS
    (153,727 )     (70,448 )     (520,906 )     (74,876 )
 
                               
OTHER EXPENSE
                               
Interest Expense
    54,832       90,363       109,275       169,197  
 
                       
 
                               
PROFIT(LOSS) BEFORE PROVISION FOR INCOME TAX EXPENSE
    (208,559 )     (160,811 )     (630,181 )     (244,073 )
 
                               
PROVISION FOR INCOME TAX EXPENSE
                       
 
                       
 
                               
NET PROFIT(LOSS)
    (208,559 )     (160,811 )     (630,181 )     (244,073 )
 
                               
NET PROFIT(LOSS) PER SHARE (BASIC AND DILUTED)
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
 
                               
WEIGHTED NUMBER OF SHARES OUTSTANDING
    101,764,911       101,764,911       101,764,911       101,764,911  

See Notes to Consolidated Financial Statements

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE SIX MONTHS
ENDED MAY 31, 2004 AND MAY 31, 2005 (UNAUDITED)

                 
    Six Months Ended  
    May 31,     May 31,  
    2004     2005  
OPERATING ACTIVITIES:
               
Net loss
  $ (630,181 )   $ (244,073 )
Adjustment to reconcile net loss to net cash used by operating activities:
            (26,178 )
Depreciation and amortization
    270        
Noncash interest expense
    75,979       169,198  
Accounts receivable
    136,369       (74,253 )
Inventories
    298,587       (29,535 )
Accounts payable
    (226,007 )     414,975  
Accrued liabilities
    181,149       (310,741 )
 
           
 
               
Total Adjustments
    466,347       143,466  
 
           
 
               
Net cash used by operating activities
    (163,834 )     (100,607 )
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds on notes and accounts payable — related party
    225,668       97,887  
Payments on note payable — related party
    (101,100 )      
 
           
 
               
Net cash provided by financing activities
    124,568       97,887  
 
           
 
               
NET INCREASE (DECREASE) IN CASH
    (39,266 )     (2,720 )
 
               
CASH — BEGINNING OF PERIOD
    45,330       12,872  
 
           
 
               
CASH — END OF PERIOD
  $ 6,064     $ 10,152  
 
           
 
Supplemental disclosure of cash flow information:
               
Cash paid during the quarter for:
               
Interest
  $ 33,296     $  
 
           

See Notes to Consolidated Financial Statements

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) In the opinion of management, the unaudited financial statements contain all adjustments (consisting of only normal recurring accruals and repayments) necessary to present fairly the financial position at May 31, 2005 and the results of operations and cash flows for the six months ended May 31, 2004 and May 31, 2005.

These interim statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the fiscal year ended November 30, 2004 (Commission File No. 2-13328).

(2) The results of operations for the six months ended May 31, 2004 and May 31, 2005 are not necessarily indicative of the results to be expected for the full year.

(3) PROFIT(LOSS) PER SHARE

Profit(loss) per share is calculated using the weighted average number of common shares outstanding. Potentially dilutive securities are insignificant.

(4) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Sentex Sensing Technology, Inc. and its wholly-owned subsidiaries (the “Company”). All material inter-company accounts and transactions have been eliminated in consolidation.

(5) LEGAL PROCEEDINGS

State of Ohio, Department of Administrative Services v. IQ Solutions, LLC, et al.; Case No. 03-CVH05-6054; Franklin County Common Pleas Court, Ohio.

During October 2004, the Company was dismissed without prejudice from the above-caption and previously disclosed matter.

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

On July 2, 2001, the Company purchased Regency Technologies, LLC from Regency Steel, LLC and other members.

Regency Technologies specializes in the buying, selling, and trading of information technology equipment (primarily computer equipment). The primary focus of our business revolves around acquiring unneeded, older computer equipment and reselling that equipment to certain consumers on a global basis.

FINANCIAL CONDITION

Working Capital and Liquidity

During the last several fiscal years, the Company has incurred losses from operations. In addition, the Company’s certified public accountants, Hausser + Taylor LLC, have included in their auditors’ report, which covers the Company’s financial statements for the years ended November 30, 2003 and November 30, 2004, a statement that the Company’s recurring losses from operations raised substantial doubt about the Company’s ability to continue as a going concern. For fiscal years 2003 and 2004, the Company sustained losses of approximately $531,000 and $781,000, respectively. These losses have had a substantial adverse effect on the working capital of the Company.

In June of 2004, the Company restructured its $2,500,000 in bank financing. This financing has subsequently been taken over by CPS, which now holds much of the working capital debt that has been used in the business during 2004. As of May 31, 2005, there was an outstanding balance of $6,301,000 on the loans from CPS. We believe these loans have been secured under terms no less favorable than we could have obtained pursuant to an arms-length transaction.

In addition to the CPS loans, from time to time, Mr. Julius L. Hess, the Company’s Vice President, Secretary and a Director, has provided the Company with cash investments to help fund certain specified transactions. From December 1, 2004 through May 31, 2005, Mr. Hess has invested a total of $464,470 to fund such transactions. In agreement for providing such funds, which amounts may not otherwise have been available to the Company, Mr. Hess typically receives remuneration in the amount of up to fifty percent of the gross profit from such transactions. Upon settlement of the transactions during the period from December 1, 2004 through May 31, 2005, Mr. Hess will have received total proceeds of $567,586. We believe these investments have been secured under terms no less favorable than we could have obtained pursuant to an arms-length transaction. As of May 31, 2005, there was an outstanding balance of $302,201 on these loans.

In addition to the above-noted investments, Mr. Hess has, from time to time, provided loans to the Company to cover certain working capital expenses such as payroll. Mr. Hess does not receive any remuneration for these loans, other than the return of principal. These loans are typically paid back within a short period of time. From December 1, 2004 through May 31, 2005, Mr. Hess provided $97,000 in loans of this kind to the Company. As of May 31, 2005 there was no outstanding balance on these loans.

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Net Tax Operating Loss Carryforwards

As of May 31, 2005 the Company has approximately $16,072,000 in net tax operating loss carryforwards which will expire at various dates through the year 2024 that are mainly attributable to losses incurred by Monitek. Federal tax law imposes restrictions on the use of net operating loss carryforwards in the event of a change in ownership, such as a merger. Due to the merger with Monitek, approximately $6,265,000 of the $16,072,000 net operating losses may be subject to these limitations and potentially may not be able to provide any economic benefit to the Company.

RESULTS OF OPERATIONS

Six Months ended May 31, 2004 compared to Six Months Ended May 31, 2005.

Six months 2005 results were significantly improved over the same period of fiscal 2004. Sales increased by $262,000 or 19.1%. Gross profit went from $263,000 (or 19.2% on sales) in 2004 to $601,000 (or 37.1% on sales) in 2005. This favorable performance was largely due to sales being generated from asset recovery products that typically produce larger than normal margins.

Operating expenses of $828,000 (51.1%) were in line with the increased sales.

Interest expense is higher for 2005 primarily due to the increases in the prime rate.

Losses for the six months amounted to $244,000.

CURRENT OUTLOOK

The Company is now in specific discussions with a capital source and strategic partner in an effort to recapitalize and restructure the Company so that it may move forward with its new and expanded business model. Although there can be no assurances, the Company believes that it will have its funding requirements fulfilled in the very near future. This is the key to the substantial growth that can be achieved within our platform.

CHANGES IN ACCOUNTING STANDARDS

New Accounting Standards – In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123, “Share Based Payment”. SFAS No. 123R, which amends SFAS No. 123, “Accounting For Stock Based Compensation,” and SFAS No. 95, “Statement of Cash Flows.” SFAS 123R requires all companies to measure compensation cost for all share-based payments at fair value, and will be effective for public companies for interim and annual periods beginning after June 15, 2005. This new standard may be adopted in one of two ways – the modified prospective transition method of the modified retrospective transition method. The Company currently has no stock-based compensation plans.

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

In December 2003, the FASB issued Interpretation No. 46 (revised December 2003) (“FIN 46”), “Consolidation of Variable Interest Entities”, an interpretation of Accounting Research Bulletin No. 51. FIN 46R requires certain variable interest entities, or VIEs, to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46R is effective for all VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after March 15, 2004. The Company currently has no contractual relationship or other business relationship with a variable interest entity.

The adoption of the new standards did not, or is not expected to, materially affect the Company’s financial position and results of operations

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOUR” OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Certain statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements included in this Annual Report on Form 10-KSB, in the Company’s press releases and in oral statements made by or with the approval of an authorized executive officer of the Company constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. These may include statements projecting, forecasting or estimating Company performance and industry trends. The achievement of the projections, forecasts or estimates is subject to certain risks and uncertainties. Actual results and events may differ materially from those projected, forecasted or estimated. The applicable risks and uncertainties include general economic and industry conditions that affect all business, as well as matters that are specific to the Company and the markets it serves.

Specific risks to the Company include an inability of the Company to finance its working capital needs. In light of this and other uncertainties, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

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SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIESS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Principal Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report, have concluded that the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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SIGNATURE
EXHIBITS AND REPORTS ON FORM 8-K
EX-31.1 Certification of CEO
EX-31.2 Certification of CFO
EX-32.1 Certification of CEO
EX-32.2 Certification of CFO


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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

         
Date: July 14, 2005   SENTEX SENSING TECHNOLOGY, INC.
 
       
 
  By:   /s/ Robert S. Kendall
 
       
 
      Robert S. Kendall, Chief Executive Officer
 
       
 
      /s/ Julius L. Hess
 
       
 
      Julius L. Hess, Secretary and Director
 
       
 
      /s/ William R. Sprow
 
       
 
      William R. Sprow, Chief Financial Officer
 
       
 
      /s/ William R. Sprow
 
       
 
      William R. Sprow, Controller

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EXHIBITS AND REPORTS ON FORM 8-K

             
 
  a)   Exhibit 31.1   302 Certification of Chief Executive Officer
 
           
 
      Exhibit 31.2   302 Certification of Chief Financial Officer
 
           
 
      Exhibit 32.1   Certification Pursuant To 18 U. S. C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
 
           
 
      Exhibit 32.2   Certification Pursuant To 18 U. S. C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
 
           
    b)   No reports on Form 8-K were filed with the Commission during the small business issuer’s second quarter.

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