PDT.to 17c reports 9 mo. EPS of 2c...here's the PR...
Precision Assessment reports strong nine month results Wednesday November 10, 11:47 am ET
$0.02 per share of earnings for the nine months VANCOUVER, Nov. 10 /CNW/ - Precision Assessment Technology Corporation (TSX:PDT - News) today announced results for the nine months ended September 30, 2004. All funds are in Canadian dollars unless otherwise stated.
Year-to-Date and Third Quarter Results: (nine months ended September 30, 2004 compared with nine months ended September 30, 2003 and three months ended September 30, 2004 compared with three months ended September 30, 2003)
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Nine Months Nine Months % Change Ended Ended Year September 30, September 30, over 2004 Q3-2004 2003 Q3-2003 Year ------------ ------------ ------------ ------------ ------ Revenue $ 8,126,276 $ 2,790,355 $ 7,418,413 $ 3,017,417 9 EBITDA(x) $ 1,195,711 $ 588,036 $ 787,851 $ 608,412 52 Net Profit (Loss) $ 706,335 $ 459,795 $ 21,284 $ 427,881 3219 EPS $ 0.02 $ 0.01 $ Nil $ 0.01 200
Weighted average shares outstanding at September 30, 2004 44,997,239
(x) Earnings before interest, taxes, depreciation, amortization
Robert Nowack, Chairman and C.E.O., said, "We are extremely pleased with the financial progress and growth that Precision has achieved in 2004. A number of strategic objectives have been met this year and the Company looks forward to continuing to build upon the levels of profitability we have achieved in 2004. While the Company performed well in Q3 last year no momentum was sustained for Q4. This year by focusing on long term contracts and improving the services offered the momentum is anticipated well into Q4." While the Company's topline grew 9% year over year EBITDA has increased by 50% and net profit has increased from almost nothing to $706,335. This growth is attributed to higher utilization rates on equipment, meeting internal objectives, the quality and strength of the Company's site characterization and remediation services and of securing larger longer-term client contracts.
During the third quarter:
Precision announced the acquisition of Nedatek, Inc., which provides Precision with the exclusive use of key direct sensing data collection and mapping technologies. The acquisition cost was approximately $180,000 and is anticipated to contribute just under $1 million in revenues in 2005 without requiring significant additional costs.
Precision signed an exclusive sonic license with Eijkelkamp Agrisearch Equipment of Giesbeek Netherlands granting Precision the exclusive right to provide sonic drilling services and equipment distribution using Eijkelkamp's technology throughout North America. Eijkelkamp has developed a specialized smaller sonic drilling and sampling system for use in the environmental, geotechnical, seismic, energy and mineral markets.
Eijkelkamp's sonic drilling systems will facilitate increased productivity and improved quality for Precision's site assessment and remediation services throughout the United States. Each smaller sonic rig is anticipated to add $400,000 annually to Precision's revenues. Previously announced, Precision has purchased two rigs in 2004 and anticipates purchasing 8 rigs in 2005.
Subsequent to Q3 2004 period end, Precision raised $1,600,000 in equity financing which will be used for general corporate purposes and future growth opportunities.
Precision Assessment Technology Corporation provides drilling services for site assessment and remediation and groundwater assessment, monitoring and mitigation in the U.S. These services are provided using specialized and innovative drilling and sampling equipment and technologies from offices in California and Florida. Precision Assessment Technology Corporation operates through its wholly owned U.S. subsidiary, Precision Sampling, Inc. Further information can be found at www.precisiontecha.com. Precision's common shares are listed on the Toronto Stock Exchange under the symbol "PDT".
If you wish to receive company press releases via email, please advise Alison Tullis at alison(at)chfir.com
FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all statements in this news release - including, without limitation, statements regarding future plans and objectives of Precision are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements.
Precision Assessment Technology Corp.
MANAGEMENT DISCUSSION AND ANALYSIS Quarter Ended September 30, 2004
November 10th 2004
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with, and is qualified by, PATC's 2004 consolidated financial statements and notes for the three months ended September 30, 2004, which are incorporated by reference herein. This report assumes the reader has access the annual M D & A, therefore if factors and events are substantially unchanged they can be found in the annual M D & A. Date of this report is July 26, 2004.
Profile -------
PATC provides drilling services for site and ground water characterization and remediation. Precision specializes in the use of tools, equipment and technologies that provide the highest quality data and the most rapid results for site characterization and in-situ remediation. PATC services environmental and geotechnical engineers throughout the U.S. PATC also maintains a specialized environmental and geotechnical consulting practice, which assists in remediation and consults independently.
Exchange Rates --------------
All of the Company's operations are in the U.S. however for historical purposes the Company continues to report in Canadian Dollars. The US/Cdn dollar exchange rate used in 2004 results is the period end rate for the balance sheet being 1.2699 for September 2004 and 1.35 for December 31, 2003. An average rate for each quarter is used to convert all revenue and expenses. For Quarter 3, 2004 the rates used were 1.30913 for 2004 and 1.35012 for 2003. All amounts are reported in Canadian Dollars unless otherwise stated. The change in exchange rates is reflected in the reported numbers.
Insurance and Risk Management -----------------------------
PATC attempts to minimize and transfer risk wherever possible. Where appropriate, PATC adopts the policy of insuring its risks.
Three-months ending September 30, 2004 Financial Review -------------------------------------------------------
Gross Revenue
Gross revenue for the three months ending September 30, 2004 was $2,790,355 Cdn compared to $3,017,417 for the same period in 2003. However revenue by operating segment is the best analyzed.
1) Precision Sampling Inc. ("PSI") generated sales of $1.64 million USD in Q3 2004 compared with $1.71 million USD in Q3 2003. Despite the decrease in gross revenue from last year the operating contribution for PSI has increased considerably. This is the result of phasing out the smaller jobs where the profit margin is inadequate and concentrating on the larger projects which provide better margins. This step and the development of the two new Sonic Rigs have resulted in improved and more consistent profitability. Demand for Sonic Rigs continues to improve, as does the backlog for larger projects. September was PSI's strongest month ever from the standpoint of utilization and profitability. Performance is better reflected in the year to date numbers where for the nine months ended September 2004 revenue has increase from $4.1 to $4.5 million US for the same period in 2003.
2) EFW generated approximately $301,343 USD in Q3 2004 compared with $410,474 USD in Q3 2003.
3) Corporate produced approximately $253,135 Cdn mainly from the final payment on the sale of debt due from an inactive subsidiary to an unrelated company, which occurred in Q2.
Operating Contributions
Operating Contributions represent the EBITDA generated by each operating unit for quarter ended September 30, 2004 after taking into account their individual operating expenses, including executive salaries and administration costs. Contributions from the respective operating units were as follows:
1) PSI generated $394,931 USD of operating contribution in Q3 2004 up from $187,593 USD in Q3 2003. Canadian dollar equivalents totaled $517,018 of operating contribution in 2004 up from $253,881 in 2003.
2) EFW generated $37,580 USD of operating contribution in Q3 2004 compared with $44,969 USD in Q3 2003. Canadian dollar equivalents were $54,774 in 2004 down from $60,812 in 2003.
3) The $121,668 from the corporate transactions came mainly from the sale of debt due from inactive subsidiary to an unrelated company.
Corporate Expenses
Corporate expenses were $90,500 in Q3 2004 up from $2,034 in Q3 2003. These expenses included consulting fees, travel and public listing costs. Corporate costs increased due to the increase in activity, certain costs to complete the financing and increased investor relations activities and due diligence costs, which have been expensed. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
EBITDA was $1,195,711 for the period ending September 30, 2004 compared to $787,851 in the period ending September 30, 2003.
Net Income
Reported net income in Q3 2004 was $489,376 Cdn compared to $427,881 Cdn in Q3 2003. Reported net income was reduced by the higher Canadian dollar. If the exchange rate had remained static reported net income would be up 11%.
This year's Q3 income increased as a result of the addition of the two Sonic Rigs, eliminating marginal contracts and managing costs incurred in operations. August and September were strong months with September being a record month for the Corporation.
Key Initiatives
The Company continues to work on increasing its marketing efforts and securing larger longer term contacts. These initiatives coupled with the addition of value added service and technologies are improving the Company's position and profitability. The Company signed an exclusive North American licensing agreement with Eijkelkamp, which will provide Precision with the exclusive right to smaller sonic rigs. This initiative will allow the Company to continue to expand its drilling fleet and lead the industry in sonic drilling. Two new small sonic rigs have been ordered. Delivery is expected around the year end. The Company has also begun recruiting additional sales and marketing staff. An initial acquisition (Nedatek) was completed in the quarter. The Company is currently working on additional acquisition targets.
The Company had also been working as a team member on a pilot project at the BOMARC site at Maguire Air Force Base to perform additional site investigation and restoration. This site is the national showcase site utilizing various methods to reduce the cost and time to complete the remediation process. Revenue is now beginning to flow from this particular project and future similar sites as a result of the efforts made.
Liquidity and Capital Resources
PATC finished the quarter with approximately $244,000 of cash. Excluding the current portion of long-term debt, working capital was approximately $1,603,502 at September 30, 2004. PATC is now generating positive cash flow. It is therefore expected that liquidity and capital resources will continue to improve.
The Company is committed under operating leases for its office premises along with the following aggregate minimum long-term debt payments of:
------------------------------------------------------------------------- 2005 2006 2007 2008 ------------------------------------------------------------------------- Operating Obligations $ 238,000 250,500 250,500 250,500 Long-term Debt 628,937 689,275 542,970 496,259 ------------------------------------------------------------------------- $ 866,937 939,775 793,470 746,759 -------------------------------------------------------------------------
Risks
Exchange Rate Risk
The success of PATC's operations and its ability to continue to sell its services is dependent on the health and growth of the U.S. economy. Management does not anticipate that its operations will be adversely affected in a material way by the business cycles unless a major economic catastrophe was to occur. PATC's operations are in the U.S., and therefore its revenues and its purchases are from U.S. customers and suppliers respectively. Fluctuations in the exchange rate will not have an impact on the actual results of operations, however the effect is noticed in the Canadian dollar reporting because of the increase in the Canadian dollar on the prevailing year-end and average exchange rates.
Interest Rate Risk
PATC's interest obligations are primarily variable, based on prime lending rates. Management carefully monitors interest rate trends and will continue to assess the need to fix the interest charged.
Products and Technologies
PATC will continue to seek to acquire and exploit its proprietary technologies and equipment. At the present time there are no known technologies that will significantly affect the company's operations. The company will also be pursuing initiatives to help alleviate the seasonality of the environmental drilling industry. Fluctuations are demonstrated in the quarterly results shown below:
HISTORICAL QUARTERLY RESULTS
Three month period ending (shown in Canadian Dollars) ------------------------------------------------------------------------- March 31, June 30, September 30, December 31, 2003 2003 2003 2003 ------------------------------------------------------------------------- Revenue 2,199,145 2,201,851 3,017,417 2,371,310 Operating Income (171) 204,837 608,412 (299,306) Earnings (Loss) per share (0.00) 0.01 0.01 (0.00) Net Income (Loss) (554,295) (217,251) 427,881 (297,199) Earnings (Loss) per share (0.01) (0.00) 0.01 (0.01)
Three month period ending (shown in Canadian Dollars) ------------------------------------------------------------------------- March 31, June 30, September 30, December 31, 2002 2002 2002 2002 ------------------------------------------------------------------------- Revenue 2,525,027 3,019,415 2,329,295 2,598,864 Operating Income (134,889) 43,468 (153,132) (112,564) Earnings (Loss) per share (0.00) 0.00 (0.00) (0.01) Net Income (Loss) (268,427) (163,531) (268,610) (1,827,835) Earnings (Loss) per share (0.01) (0.00) (0.03) (0.17)
Credit Risk
Historically the company has not had material issues with respect to the collections of its receivables. As the company grows, management will standardize the credit policies to manage the increased activity. SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements of PATC and notes thereto which are incorporated by reference herein.
Consolidated Statements Years ended December 31, of Loss and Deficit 2003(1) 2002 2001
NOTE: These are presented at the prevailing exchange rate at the time (1.3, 1.4 and 1.6 for 2003, 2002 and 2001 respectively).
Drilling and Consulting $ 9,789,723(2) $ 10,472,601(2)(3) $ 11,259,584(2)(3) Construction - - 5,399,362 ------------------------------------------------------------------------- Gross Revenue 9,789,723 10,472,601 16,658,946 Direct Costs (5,302,563) (5,850,482) (10,427,392) ------------------------------------------------------------------------- Gross Profit 4,487,160 4,622,119 6,231,554 Operating Expenses (3,362,437) (3,396,403) (3,273,137) ------------------------------------------------------------------------- Contribution (Loss) From Operations 1,124,723 1,225,716 2,958,417 Corporate Expenses (610,951) (1,294,052) (744,467) ------------------------------------------------------------------------- Earnings (Loss) Before Interest, Taxes, Depreciation, Amortization and Non-Recurring Items 513,772 68,336 2,213,950 Interest and finance fees (162,009) - - Gain on disposition of subsidiary debt 250,000 - - Depreciation (600,532) (620,067) (381,893) ------------------------------------------------------------------------- Earnings (Loss) Before the Following 1,232 (688,403) 1,832,057 Write-downs and reserves - (1,840,000) (409,000) Interest Expense - shareholder loans (327,333) (1,274,282) (386,358) Loss from Discontinued Operations and Disposition (314,762) (1,109,160) (4,884,430) Provision for Income Taxes - - (39,179) ------------------------------------------------------------------------- Net Loss $ (640,863) $ (4,911,845) $ (3,885,910) ------------------------------------------------------------------------- Loss per share Basic 0.00 (0.21) (0.17) ------------------------------------------------------------------------- -------------------------------------------------------------------------
Notes: (2) For comparison purposes U.S. dollar revenue was $6,840,140; 6,515,619; 6,959,409 for 2003, 2002 and 2001 respectively. (3) The revenue represented in the prior years annual financial statements of discontinued operations included $2,352,521, 1,054,288 for 2002 and 2001. Results attributable to the discontinued operations were reclassified to be consistent with current year's presentation.
------------------------------------------------------------------------- As of December 31, ------------------------------------------------------------------------- Consolidated Balance Sheet 2003(1) 2002 2001 -------------------------------------------------------------------------
Assets ------------------------------------------------------------------------- Current Assets $ 4,084,295 $ 3,762,346 $ 5,442,502 ------------------------------------------------------------------------- Brownfield Property and Real Estate - 14,465,687 13,633,887 Technology - - 1,840,000 Machinery and Equipment 3,114,637 2,349,765 1,818,522 ------------------------------------------------------------------------- $ 7,198,932 $ 20,577,798 $ 22,734,911 ------------------------------------------------------------------------- Liabilities and Shareholders' Equity ------------------------------------------------------------------------- Current Liabilities $ 3,810,609 $ 4,312,459 $ 5,341,366 ------------------------------------------------------------------------- Deferred Revenue - 1,628,005 - Long-Term Debt 1,343,717 10,164,130 8,006,633 Shareholder Loans 168,442 2,998,290 3,129,238 ------------------------------------------------------------------------- 5,322,768 19,239,346 16,477,237 ------------------------------------------------------------------------- Shareholders' Equity 1,876,164 1,338,452 6,257,674 ------------------------------------------------------------------------- $ 7,198,932 $ 20,577,798 $ 22,734,911 ------------------------------------------------------------------------- Notes: (1) PATC completed the "Debt Settlement Agreement" on June 27th, 2003. The Brownfield Property and Real Estate, cash and shares were exchanged for reduction of debt to 157. The settlement of debt is included in the 2003 financial information.
As of June 2003, PATC divested of its real estate operations. Its core-business is now providing drilling services with an emphasis on site characterization and remediation. For further details of the corporate restructuring please review the previous annual information forms.
Precision Assessment Technology Corp.
PRECISION ASSESSMENT TECHNOLOGY CORP. (formerly CONOR PACIFIC GROUP INC.)
CONSOLIDATED FINANCIAL STATEMENTS as at September 30th 2004.
(UNAUDITED)
Precision Assessment Technology Corp.
Management's Report
November 10, 2004
To the Shareholders of Precision Assessment Technology Corporation (formerly Conor Pacific Group Inc.)
We have included the consolidated balance sheets of Precision Assessment Technology Corporation (formerly Conor Pacific Group Inc.) as at September 30, 2004 and December 31, 2003 and the consolidated statements of loss and deficit and cash flows for the three and nine months ended September 30th for 2004 and 2003. An auditor has not reviewed these financial statements or the Management Discussion and Analysis or any information associated with the results of 2004 quarter ending September 30, 2004.
Robert E. Nowack Chairman & Chief Executive Officer
PRECISION ASSESSMENT TECHNOLOGY CORPORATION (formerly CONOR PACIFIC GROUP INC.) CONSOLIDATED BALANCE SHEETS September 30, 2004 and December 31, 2003 (unaudited)
------------------------------------------------------------------------- September 30, December 31, 2004 2003 -------------------------------------------------------------------------
Assets
CURRENT ASSETS: Cash $ 243,915 $ 706,488 Accounts receivable 3,113,455 2,789,856 Inventory 246,745 118,828 Deposits, prepaid expenses and other 657,183 469,123 ------------------------------------------------------------------------- 4,261,298 4,084,295 MACHINERY AND EQUIPMENT 3,528,011 3,114,637 ------------------------------------------------------------------------- $ 7,789,309 $ 7,198,932 ------------------------------------------------------------------------- -------------------------------------------------------------------------
Liabilities and Shareholders' Equity
CURRENT LIABILITIES: Bank Indebtedness $ 1,297,838 $ 1,758,832 Accounts payable and accrued liabilities 1,359,958 1,442,219 Long-term debt - current portion 646,371 609,558 ------------------------------------------------------------------------- 3,304,167 3,810,609
LONG-TERM DEBT 1,902,630 1,343,717 SHAREHOLDER LOANS 168,442 168,442 ------------------------------------------------------------------------- 5,375,239 5,322,768
SHAREHOLDERS' EQUITY: Share capital (Note 2) 2,607,161 2,607,160 Contributed surplus 34,786 - Cumulative foreign currency translation adjustment (663,815) (496,729) Retained Earnings (Deficit) 435,938 (234,267) ------------------------------------------------------------------------- 2,414,070 1,876,164
------------------------------------------------------------------------- $ 7,789,309 $ 7,198,932 ------------------------------------------------------------------------- -------------------------------------------------------------------------
PRECISION ASSESSMENT TECHNOLOGY CORPORATION (formerly CONOR PACIFIC GROUP INC.) CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS For the nine months ended September 30, 2004 and 2003 (unaudited)
------------------------------------------------------------------------- Three months Three months ended ended Nine Months Nine Months September 30, September 30, September 30, September 30, 2004 2003 2004 2003 -------------------------------------------------------------------------
Gross Revenue $ 2,790,355 $ 3,017,417 $ 8,126,276 $ 7,418,413
Direct costs (1,334,026) (1,550,850) (4,171,723) (3,962,673)
------------------------------------------------------------------------- GROSS PROFIT 1,456,329 1,466,567 3,954,553 3,455,740
Operating expenses (777,793) (856,121) (2,379,851) (2,173,010)
------------------------------------------------------------------------- CONTRIBUTION FROM OPERATIONS 678,536 610,446 1,574,701 1,282,730
Corporate Expenses (90,500) (2,034) (380,335) (494,879) Stock-Based Compensation - - 1,345 -
------------------------------------------------------------------------- EARNINGS BEFORE INTEREST, DEPRECIATION, TAXES AND OTHER ITEMS 588,036 608,412 1,195,711 787,851
Interest Expenses (37,483) (74,668) (126,558) (118,870) Depreciation (90,758) (105,863) (362,818) (373,348)
------------------------------------------------------------------------- (128,241) (180,531) (489,376) (492,218) ------------------------------------------------------------------------- INCOME FROM CONTINUING OPERATIONS 459,795 427,881 706,335 295,633
Interest Expense - Shareholders loan - - - (303,882) Discontinued operations - - - 29,533
------------------------------------------------------------------------- NET INCOME 459,795 427,881 706,335 21,284
RETAINED EARNINGS (DEFICIT), beginning of period (23,857) - (234,267) (8,987,101)
Policy change adjustment - - (36,130) 9,204,352
-------------------------------------------------------------------------
RETAINED EARNINGS, end of period $ 435,938 $ 427,881 $ 435,938 $ 238,535
------------------------------------------------------------------------- -------------------------------------------------------------------------
Profit per share: Basic and diluted Profit per share $0.02 $0.01 $0.02 $0.01 Weighted average number of common shares outstanding (000s) 44,997 44,998 44,997 44,998
------------------------------------------------------------------------- -------------------------------------------------------------------------
PRECISION ASSESSMENT TECHNOLOGY CORPORATION (formerly CONOR PACIFIC GROUP INC.) CONSOLIDATED STATEMENTS OF CASHFLOW For the nine months ended September 30, 2004 and 2003 (unaudited)
------------------------------------------------------------------------- Three months Three months ended ended Nine Months Nine Months September 30, September 30, September 30, September 30, 2004 2003 2004 2003 -------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 459,795 $ 427,881 $ 706,335 $ 295,633 Items not involving cash: Depreciation and amortization 90,758 105,863 362,818 373,348 Stock-Based Compensation - - (1,345) - Net change in non cash working capital items: (546,100) (596,653) (888,921) (960,390)
------------------------------------------------------------------------- 4,453 (62,909) 178,887 (291,409)
CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of machinery and equipment (600,932) (855,799) (776,192) (1,559,244)
------------------------------------------------------------------------- (600,932) (855,799) (776,192) (1,559,244) CASH FLOWS FROM FINANCING ACTIVITIES: Drawings on line of credit, net (367,545) 313,876 (460,994) 1,356,454 Increase (decrease) in long-term debt, net 1,088,603 624,310 595,726 1,104,116 Increase (decrease) in shareholder loans - - - (1,030,176)
------------------------------------------------------------------------- 721,058 938,186 134,732 1,430,394
INCREASE (DECREASE) IN CASH FROM CONTINUING OPERATIONS 124,579 19,478 (462,573) (420,259)
CASH, BEGINNING OF PERIOD 119,336 81,658 706,488 613,666
DISCONTINUED OPERATIONS NET CASH ACTIVITY - - - (92,271)
------------------------------------------------------------------------- CASH, END OF PERIOD $ 243,915 $ 101,136 $ 243,915 $ 101,136
------------------------------------------------------------------------- -------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION Interest $ 36,626 $ 74,668 $ 125,701 $ 118,870
------------------------------------------------------------------------- -------------------------------------------------------------------------
PRECISION ASSESSMENT TECHNOLOGY CORPORATION (formerly CONOR PACIFIC GROUP INC.) Notes to Consolidated Financial Statements September 30, 2004 (Unaudited)
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
a) Basis of presentation
The accompanying unaudited interim consolidated financial statements of Precision Assessment Technology Corporation (formerly Conor Pacific Group Inc.) (the Company) have been prepared in accordance with Canadian generally accepted accounting principles on a basis consistent with those followed in the most recent annual consolidated financial statements, except as described below. These unaudited interim consolidated financial statements do not include all information and note disclosures required by Canadian generally accepted accounting principles for annual financial statements, and therefore, should be read in conjunction with the said audited consolidated financial statements and the notes below.
(i) Description of business
The Company's principal business is the operation of drilling equipment and provision of drilling services for site characterization ground water assessment and remediation.
Effective August 13, 2003, the Company changed its name to Precision Assessment Technology Corporation from Conor Pacific Group Inc.
(ii) Shareholder Debt Settlement Resolution
The financial statements presented reflect the steps taken to complete the restructuring of the Company, which were approved by the majority of the minority shareholders at the last annual general and special meeting of shareholders held on June 27, 2003 (the "Debt Settlement Resolution"). The steps approved to repay the shareholder loans were as follows:
(a) Payment of $1.0 million in cash.
(b) Conveyance of the shares of Conor Pacific Development Inc. ("CPDI") for net proceeds of $1.0 million. This conveyance was completed on August 21, 2003. All obligations of the Company related to the assets held by CPDI have been assumed by the purchaser at closing.
(c) Conversion of $1.77 million of shareholder debt into 22,125,000 common shares.
The amount of $168,442 remains unpaid.
(iii) Share capital reduction
Effective June 30, 2003, the shareholders also authorized a reduction of the stated share capital for the common shares of the Company by $9,204,352, being an amount equal to the accumulated deficit of the Company as at June 30, 2003.
(iv) Inventory
Inventory is valued at the lower weighted average cost or net realizable value. Measures have been taken to control costs which have created an internal process to track and value inventory. The current valuation is management's estimate of value as at September 30, 2004.
2. SHARE CAPITAL
(a) Authorized
Unlimited number of common shares Unlimited number of Class A preferred shares Unlimited number of Class B preferred shares
Common Shares Amount Issued --------------------------------
Balance September 30, 2004 44,997,239 $2,607,160
(b) Stock options
To conform with CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payment, the Company has adopted retroactive with no restatement treatment to present the expensing of stock-based compensation. No options were granted during the three month period ending September 30, 2004.
During the first quarter of 2004, 2,322,810 options were cancelled without having been exercised resulting in 3,015,000 options outstanding. The cancelled options created a credit of $44,583 resulting in a net credit of $19,417.
The following pro forma financial information presents the net earnings for the three months ending September 30, 2004 and the basic earnings per common share had the Company adopted the fair value method of accounting for stock options as set out in CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments, in prior periods. Results have been retroactively adjusted through retained earnings account.
-------------------------------------------------------- Three Months Ending September 30, 2004
Net income for the period Continuing operations $ 706,335 Stock-based compensation costs - -------------------------------------------------------- Pro forma net profit $ 706,335 --------------------------------------------------------
Pro forma basic profit per share $ 0.02 -------------------------------------------------------- --------------------------------------------------------
The fair values of the options were determined using a Black-Scholes option pricing model, recognize forfeitures as they occur and uses the following weighted average assumption: the weighted average grant-date fair value of stock options granted during 2003 was between Cdn.$0.07 and Cdn.$0.09 (2002 - Cdn.$0.11). These amounts were determined assuming no dividends were paid, volatility of the Company's share price of 60% (2002 - 155%), an expected life of three years (2002 - five years) and a weighted average annual risk free rate of approximately 3.8% (2002 - 4.65%).
3. DISCONTINUED OPERATIONS
Pursuant to the Debt Settlement Resolution, the Company's real estate operations were exchanged for a reduction of $1 million in shareholders loans. The effective date of disposal was June 30, 2003.
Summarized results of these operations have been reported separately as discontinued operations in these consolidated financial statements as follows:
Three Months ending September 30 ---------------------------- 2004 2003 ----------------------------
Gross revenue $ - $ 522,684 Direct costs - 209,160 --------------------------------------------------------------------- Gross profit - 313,524 Operating expenses - 54,477 --------------------------------------------------------------------- Contribution from operations - 259,047 Corporate expenses - - --------------------------------------------------------------------- Income before interest, taxes, depreciation and amortization - 259,047 Interest on long-term debt - 140,809 Depreciation - 86,651 --------------------------------------------------------------------- Net loss $ - $ 31,587 ---------------------------------------------------------------------
There were no balances showing for discontinued operations balance sheets as at September 30, 2004 or December 31, 2003.
The consolidated statements of cash flows include the following amounts related to discontinued operations:
Three Months Ended September 30 ---------------------------- 2004 2003 ----------------------------
Net (loss) income from discontinued operations $ - $ 31,587 Items not involving cash - - Decrease in deferred revenue - 85,180 Decrease in tenant leasehold improvements - (97,680) Depreciation - 86,651 --------------------------------------------------------------------- - 105,738 Changes in operating assets and liabilities - 641,088 --------------------------------------------------------------------- - 746,826 --------------------------------------------------------------------- Financing activity Increase/decrease in long-term debt - (89,113) --------------------------------------------------------------------- $ - $ 657,713 --------------------------------------------------------------------- Supplementary information regarding non-cash transactions:
Interest accrued on shareholder loans $ - $ 329,370
4. SEGMENTED FINANCIAL INFORMATION
Continuing segments are presented based on the way that the business is organized for making operating decisions and assessing performance.
The significant accounting policies of the segments are consistent with those described in Note 1.
Operating Segments 2004
Precision EFW U.S. U.S. (Drilling (Consulting Corporate services) services) Canada Total ------------ ------------ ------------ ------------ Total segment revenue $ 6,037,544 $ 1,435,615 $ 653,117 $ 8,126,276 Total segment revenue - US$ 4,546,378 1,079,109 - - Contribution(1) 898,267 137,512 538,922 1,574,701 Corporate expense - - 380,335 462,438 Capital expenditures 776,192 - - - Total assets 6,451,886 525,476 811,947 7,789,309 Depreciation 347,257 12,823 2,738 362,818
Operating Segments 2003
Precision EFW U.S. U.S. (Drilling (Consulting Corporate services) services) Canada Total ------------ ------------ ------------ ------------ Total segment revenue $ 5,501,985 $ 1,495,344 $ 421,084 $ 7,418,413 Total segment revenue - US$ 4,075,847 1,107,745 - - Contribution(1) 619,184 121,785 379,960 1,120,929 Corporate expense - - 494,879 494,879 Capital expenditures - - - - Total assets 5,673,136 676,355 29,012 6,378,503 Depreciation 182,956 43,872 - 134,188
(1) Contribution does not include income taxes, interest expense, depreciation, write-downs and reserves or head office expenses in the determination of each subsidiary's performance
5. SUBSEQUENT EVENTS
Subsequent to the period ended September 30, 2004 on October 21, 2004 the Company closed a $1,600,000 brokered private placement of 10,664,221 units at a price of $0.15 per unit. Each unit consists of one common share and one half of one common share purchase warrant. Each whole purchase warrant entitles the holder to acquire one common share at an exercise price of $0.20 per share until October 20, 2006.
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For further information
Please Contact: Robert (Bob) E. Nowack, Chairman and Chief Executive Officer, Precision Assessment Technology Corporation, Tel: (604) 669-3373 (Ext. 201) Cathy Hume, CEO, Investor Relations Counsel, Cavalcanti Hume Funfer Inc., (416) 868-1079, Ext 231 Linda Armstrong, Vice President, Investor Relations Counsel, Cavalcanti Hume Funfer Inc., (416) 868-1079, Ext 229 |