SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2009
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 333-146744
MACH ONE CORPORATION
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0338837
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
974 Silver Beach Road, Belgium, WI 53004
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(Address of principal executive offices)
(888) 400-7179
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(Issuer's telephone number)
6430 Congress Drive, West Bend, WI 53095
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(Former name, former address and
former fiscal year, if applicable)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2) of the Exchange Act. Yes |_| No |X|
As of August 14, 2009, 168,722,715 shares of common stock were outstanding.
MACH ONE CORPORATION
Index
Part I - FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheets at June 30, 2009 (unaudited) and
December 31, 2008 (audited) 2
Statements of Operations for the three and six months
ended June 30, 2009 and 2008 (unaudited) 3
Statements of Cash Flows for the three and six months
ended June 30, 2009 and 2008 (unaudited) 4
Notes to Financial Statements (unaudited) 5
Item 2 Management's Discussion and Analysis or Plan of Operations 15
Item 3 Qualitative and Quantitative Disclosures about Market Risk 18
Item 4T Controls and Procedures 18
Part II OTHER INFORMATION
Item 1 Legal Proceedings 18
Item 1A Risk Factors 18
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3 Defaults Upon Senior Securities 19
Item 4 Submission of Matters of a Vote of Security Holders 19
Item 5 Other Information 19
Item 6 Exhibits 19
Signatures 20
Exhibits
MACH ONE CORPORATION
CONSOLIDATED BALANCE SHEETS (unaudited)
June 30, December 31,
2009 2008
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 183,588 $ 635,334
Accounts receivable, net 777,990 44,603
Accounts receivable pledged as collateral 299,723 --
Other receivable 170,000 --
Marketable securities 137,557 483,900
Inventory, net 1,814,436 520,020
Other current assets 105,897 43,395
----------- -----------
Total Current Assets 3,489,191 1,727,252
----------- -----------
Property and equipment, net 1,091,340 771,030
Goodwill 297,573 3,438,466
Intangible assets, net 2,589,062 80,000
Prepaid management fees 165,000 180,000
----------- -----------
TOTAL ASSETS $ 7,632,166 $ 6,196,748
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,470,373 $ 7,577
Accrued expenses 845,582 401,327
Short-term notes payable and other debt 2,512,308 815,000
Deferred revenue 46,722 --
Current portion of long-term debt obligations 21,050 --
----------- -----------
Total Current Liabilities 5,896,035 1,223,904
----------- -----------
Long-term debt, net of current portion 3,177,512 3,164,268
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.05 par value, 10,500,000 shares authorized,
8,500,000 and 5,420,000 shares issued and outstanding
at June 30, 3009 and December 31, 2008, respectively 425,000 271,000
Common stock, $.001 par value, 239,500,000 shares authorized,
136,523,590 and 111,094,054 shares issued and outstanding
at June 30, 2009 and December 31, 2008, respectively 136,523 111,093
Common stock issuable $.001 par value, 2,500,000 shares 221,000 --
Treasury Stock (339,786) (143,456)
Additional paid-in capital 8,280,736 5,314,699
Accumulated deficit (9,858,056) (3,744,760)
Accumulated other comprehensive loss (232,223) --
----------- -----------
Total Mach One Corporation Stockholders' Equity (1,366,806) 1,808,576
----------- -----------
Non-controlling interest in variable interest entity (74,575) --
Total Stockholders' Equity (1,441,381) 1,808,576
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,632,166 $ 6,196,748
=========== ===========
The accompanying notes are an integral part of these financial statements
2
MACH ONE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2009 2008 2009 2008
------------- ------------- ------------- -------------
Sales, net $ 1,683,156 $ 22,020 $ 2,494,604 $ 82,427
Cost of goods sold 1,447,195 10,027 2,166,807 38,125
------------- ------------- ------------- -------------
Gross profit 235,961 11,993 327,797 44,302
Operating expenses 1,762,091 263,469 2,573,490 677,471
Goodwill impairment 3,438,466 -- 3,438,466 --
------------- ------------- ------------- -------------
Loss from operations (4,964,596) (251,476) (5,684,159) (633,169)
------------- ------------- ------------- -------------
Other expense:
Realized loss on sale of marketable securities (67,100) -- (67,100) --
Interest expense (154,756) (470) (436,612) (53,830)
------------- ------------- ------------- -------------
Total other expense (221,856) (470) (503,712) (53,830)
------------- ------------- ------------- -------------
Loss before provision for income taxes (5,186,452) (251,946) (6,187,871) (686,999)
Income tax provision -- -- -- --
------------- ------------- ------------- -------------
Net loss (5,186,452) (251,946) (6,187,871) (686,999)
Less: net loss attributable to non-controlling interest
in variable interest entity 27,687 -- 74,575 --
------------- ------------- ------------- -------------
Net loss attributable to Mach One Corporation $ (5,158,765) $ (251,946) $ (6,113,296) $ (686,999)
============= ============= ============= =============
Net loss per common share (basic and diluted) $ (0.04) $ (0.00) $ (0.05) $ (0.01)
============= ============= ============= =============
Weighted average shares outstanding:
Basic and diluted 128,858,148 78,552,387 122,143,847 76,534,805
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements
3
MACH ONE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended June 30,
--------------------------
2009 2008
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Cash flows from operating activities:
Net loss $(6,187,871) $ (686,999)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 140,774 41,487
Amortization of debt discount 200,500 --
Amortization of prepaid management fees 15,000 --
Goodwill impairment 3,438,466 --
Common stock issued for services 366,500 220,000
(Increase) decrease in operating assets
(net of acquisition):
Accounts receivable (557,994) (45,196)
Other receivable (170,000) --
Inventory (134,712) --
Other current assets (31,780) --
Increase in operating liabilities (net of acqusition):
Accounts payable and accrued expenses 1,041,286 37,628
Deferred revenue 46,722 --
----------- -----------
Total adjustments 4,354,762 253,919
=========== ===========
Net cash used in operating activities (1,833,109) (433,080)
Cash flows from investing activities:
Proceed from the sale of marketable securities 114,120 --
Acquisitions, net of cash acquired 30,672 --
Purchase of property and equipment, net (297,602) (151,384)
----------- -----------
Net cash used in investing activities (152,810) (151,384)
Cash flows from financing activities:
Proceeds from short term notes payable 1,779,023 583,068
Payments on long-term debt (5,973) --
Proceeds from the sale of treasury stock 63,246
Purchase of treasury stock (302,123) --
----------- -----------
Net cash provided by financing activities 1,534,173 583,068
----------- -----------
Net decrease in cash (451,746) (1,396)
Cash, beginning of period 635,334 6,928
----------- -----------
Cash, end of period 183,588 5,532
=========== ===========
Supplemental cash and non-cash flow information
Cash paid for interest 21,133 --
=========== ===========
Unrealized loss on marketable securities 232,223 --
=========== ===========
Common stock issued for conversion of short term
notes payable and related accrued interest 168,546 --
=========== ===========
Common stock issued for payment of long term debt 23,467 50,000
=========== ===========
Conversion of preferred stock into common stock 271,000 --
=========== ===========
Loss on sale of treasury stock 42,547 --
=========== ===========
The accompanying notes are an integral part of these financial statements
4
Note 1. Basis of Presentation and Nature of Operations
Basis of Presentation: The interim Consolidated Financial Statements of Mach
One Corporation (Mach One, the Company, we, us or our) are unaudited but, in the
opinion of management, reflect all adjustments necessary for a fair statement of
financial position, results of operations and cash flows for the periods
presented. Except as otherwise disclosed herein, these adjustments consist of
normal, recurring items. The results of operations for any interim period are
not necessarily indicative of full year results. The Consolidated Financial
Statements and Notes are presented in accordance with the requirements for
Quarterly Reports on Form 10-Q and do not contain certain information included
in our annual Consolidated Financial Statements and Notes.
The preparation of the interim Consolidated Financial Statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the interim Consolidated Financial Statements and the
reported amounts of revenue and expenses for the reporting periods. Despite our
intention to establish accurate estimates and use reasonable assumptions, actual
results may differ from our estimates.
The December 31, 2008 Consolidated Balance Sheet data was derived from the
audited Consolidated Financial Statements but does not include all disclosures
required by accounting principles generally accepted in the United States of
America. This Form 10-Q should be read in conjunction with our Consolidated
Financial Statements and Notes included in our Annual Report on Form 10-K for
the year ended December 31, 2008.
Nature of Business: Mach One Corporation is a global wellness solutions
company with operations in Animal Wellness; Organics & Sustainables; and
BioPharm Process Systems. Through its Animal Wellness Group, the Company focuses
on major opportunities for positive, long-term health and longevity benefits for
disease-threatened animals in the commercial livestock and poultry industries,
especially the beef and dairy sectors. The Organics & Sustainables Group,
through its flagship Ceres Organic Harvest, addresses the growing needs of food
manufacturers in the organic foods market which are challenged to increase
production capacity for organic raw commodities and feed stocks that go into the
finished products. The BioPharm Process Systems Group provides documentation,
process modules, process skids, custom tanks and vessels and custom stainless
steel fabrication to the biopharmaceutical industry, and also will be integral
in setting up and servicing the projected three U.S.-based laboratories for
production of Mach One's Animal Wellness Group Bridge(TM) product line.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. The wholly owned subsidiaries include Ceres Organic Harvest, Inc.
(Ceres), Pacific Rim Foods, Ltd. (Pacific Rim) and Modular Process Constructors,
LLC (MPS). All inter-company transactions and balances have been eliminated in
the consolidation.
The Company consolidates its financial results in accordance with Financial
Accounting Standards Board ("FASB"), Interpretation No. 46R, Consolidation of
Variable Interest Entities (FIN 46R), which requires a company to consolidate
entities determined to be variable interest entities (VIEs), for which the
Company is deemed to be the VIE's primary beneficiary.
Variable Interest Entity: During the six months ended June 30, 2009, the
Company was considered the primary beneficiary of Progressive Formulations, Inc.
("PFI"). PFI is an importer and distributor of soy-based organic food products
whose initial capitalization was provided in the form of loans and inventory by
the Company. PFI is wholly owned by a shareholder of the Company. Refer to Note
4. Consolidation of Variable Interest Entity for further information on our
consolidated VIE.
Management Estimates: The preparation of consolidated financial statements in
conformity with US generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The Company regularly evaluates estimates and assumptions related to
the realizability of accounts receivable, inventory valuation, impairment of
log-lived assets, and deferred income tax asset valuation allowances. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company's estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents: For purposes of reporting cash flows, the Company
considers all cash accounts which are not subject to withdrawal restrictions or
penalties, and certificates of deposit with original maturities of 90 days or
less to be cash or cash equivalents.
Marketable Securities: Marketable securities consist of equity securities, are
classified as available for sale and are expected to be redeemed within one
year.
Available for sale securities are stated at fair value, with unrealized gains
and losses reported as accumulated other comprehensive income (loss), a separate
component of stockholders' equity, until realized. These fair values are
primarily determined using quoted market prices. The carrying amount of
securities, for the purpose of computing unrealized gains and losses, are
determined by specific identification. The cost of securities sold is determined
by specific identification.
Customer Concentrations and Accounts Receivable: Accounts receivable arise
in the normal course of business in selling products to customers.
Concentrations of credit risk with respect to accounts receivable arise because
the Company grants unsecured credit in the form of trade accounts receivable to
its customers.
5
Accounts are written off as they are deemed uncollectible based upon a periodic
review of the accounts. As of June 30, 2009 and December 31, 2008, management
has estimated that accounts receivable are fully collectible, and thus, has
established no allowance for doubtful accounts.
Inventory: The Company maintains its inventory on a perpetual basis utilizing
the first-in first-out (FIFO) method. Inventories have been valued at the lower
of cost or market. As of June 30, 2009 and December 31, 2008, management has not
established an obsolescence reserve for inventory, as we believe that all
inventory is usable and that market values of all inventories exceed cost.
Property and Equipment: Property and equipment is reported at cost less
accumulated depreciation. Maintenance and repairs are charged to expense as
incurred. The cost of property and equipment is depreciated over the following
estimated useful lives of the related assets:
Building 39 years
Furniture & Fixtures 7 years
Machinery & Equipment 5 years
Long-Lived Assets: The Company periodically evaluates the carrying value of
long-lived assets to be held and used, including but not limited to, capital
assets, when events and circumstances warrant such a review. The carrying value
of a long-lived asset is considered impaired when the anticipated undiscounted
cash flow from such asset is less than its carrying value. In that event, a loss
is recognized based on the amount by which the carrying value exceeds the fair
value of the long-lived asset. Fair value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Losses on long-lived assets to be disposed of are determined in a similar
manner, except that fair values are reduced for the cost to dispose. The Company
has reviewed long-lived assets and certain intangible assets with estimable
useful lives and determined that the carrying value is recoverable in future
periods.
Revenue Recognition: The Company recognizes revenue when persuasive evidence
of an arrangement exists, transfer of title has occurred, the selling price is
fixed or determinable, collection is reasonably assured and delivery has
occurred per the contract terms. For certain contracts of MPS, the Company
recognizes revenue based on the percentage of completion method. Revenue is
deferred when customer billings exceed revenue earned.
Segment Reporting: The Company operates and manages the business under one
reporting segment.
Goodwill: Goodwill is the excess of cost of an acquired entity over the
amounts assigned to assets acquired and liabilities assumed in a business
combination. Goodwill is not amortized. In accordance with Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, we evaluate the carrying value of goodwill annually and between such
annual evaluations if events occur or circumstances change that would indicate a
possible impairment.
Fair Value of Financial Instruments: The respective carrying value of certain
on-balance sheet financial instruments approximates their fair values. These
financial instruments include cash, accounts receivable, accounts payable and
accrued liabilities, and notes payable. Fair values were assumed to approximate
cost or carrying values as most of the debt was incurred recently and the assets
were acquired within one year. Management is of the opinion that the Company is
not exposed to significant interest, credit or currency risks arising from these
financial instruments.
Income Taxes: The Company provides for income taxes under SFAS No. 109,
Accounting for Income Taxes (SFAS 109) as clarified by FASB Interpretation No.
48 (FIN 48), which requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect when these differences are expected
to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized. For all periods presented, the Company has recorded a full valuation
allowance against its deferred tax assets.
FIN 48 requires the recognition of a financial statement benefit of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement with the relevant
tax authority.
6
Comprehensive Income (Loss): Comprehensive Income (Loss) includes net loss and
items defined as other comprehensive income. Items defined as other
comprehensive income include unrealized gains (losses) on marketable securities.
The Company had $(232,223) of other comprehensive income(loss) for the six
months ended June 30, 2009. There were no other comprehensive income(loss) items
for the six months ended June 30, 2008.
Basic and Diluted Earnings per Common Share: Basic net income (loss) per
common share is computed by dividing net loss applicable to common stockholders
by the weighted average number of common shares outstanding during the periods
presented. Diluted net income (loss) per common share is determined using the
weighted average number of common shares outstanding during the periods
presented, adjusted for the dilutive effect of any common stock equivalents,
consisting of shares that might be issued upon exercise of options, warrants,
and conversion of convertible debt.
Recent Accounting Developments: In May 2009, the FASB issued SFAS No. 165,
Subsequent Events. This statement establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS No. 165 is
effective for the Company in the second quarter of 2009. The adoption of SFAS
No. 165 did not have a material impact on the Company's financial statements.
The Company has assessed and disclosed reportable subsequent events, if any, as
of August 21, 2009 with the issuance of its Unaudited Condensed Financial
Statements for the quarterly period ended June 30, 2009.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles. SFAS
No. 168 replaces SFAS No.162 and establishes the FASB Accounting Standards
Codification(TM) (Codification) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. Rules and
interpretive releases of the Securities and Exchange Commission under authority
of federal securities laws are also sources of authoritative GAAP for SEC
registrants. All guidance contained in the Codification carries an equal level
of authority. SFAS No. 168 becomes effective for the Company for the third
quarter of 2009. The Company does not expect that the adoption of SFAS No. 168
will have a material effect on the Company's financial statements.
Note 3. Going Concern Uncertainty
The accompanying financial statements have been prepared on the basis that the
Company will continue as a going concern, which assumes the realization of
assets and the satisfaction of liabilities in the normal course of business.
Since inception, until the acquisition of Ceres and MPS in February of 2009, the
Company had primarily been engaged in product development and pre-operational
activities. Minimal revenue has been generated to date and the Company has
accumulated losses totaling $9,858,056 from inception through June 30, 2009, and
a net working capital deficit of $2,406,844. The uncertainty related to these
conditions raises substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Although we recently completed a convertible debt financing with gross proceeds
of approximately $2,250,000 in November 2008 and January 2009, we will
eventually require significant additional funding in order to achieve our
business plan. Over the next 18 months, in order to have the capability of
achieving our business plan, we believe that we will require at least $3,000,000
in additional funding. Should we be unable to obtain additional funding in the
next 3 months, we would be required to cut expenses in our Organics and
Sustainables group and temporarily halt operations in our Animal Wellness group
until such funding is obtained. We are currently attempting to raise these funds
by means of one or more public or private offerings of debt or equity securities
or both. We believe that some, if not all, of the required funds could be
generated from the increased cash flows of the Company.
However, at this point, we have not specifically identified the type or sources
of this funding. We also are exploring commercial and joint venture financing
opportunities.
Note 4. Consolidation of Variable Interest Entity
FIN 46R provides a framework for identifying variable interest entities and
determining when a company should include the assets, liabilities,
non-controlling interests and results of activities of a VIE in its consolidated
financial statement.
In general, a VIE is a corporation, partnership, limited liability company,
trust, or any other legal structure used to conduct activities or hold assets
that either (1) has an insufficient amount of equity to carry out its principal
activities without additional subordinated financial support, (2) has a group of
equity owners that are unable to make significant decisions about its
activities, or (3) has a group of equity owners that do not have the obligation
to absorb losses or the right to receive returns generated by its operations.
FIN 46R requires a VIE to be consolidated if a party with an ownership,
contractual or other financial interest in the VIE ("a variable interest
holder") is obligated to absorb a majority of the risk of loss from the VIE's
activities, is entitled to receive a majority of the VIE's residual returns (if
no party absorbs a majority of the VIE's losses), or both. A variable interest
holder that consolidates the VIE is called the primary beneficiary of the VIE.
Upon consolidation, the primary beneficiary generally must initially record all
of the VIE's assets, liabilities and non-controlling interests at fair value and
subsequently account for the VIE as if it were consolidated based on majority
voting interest. FIN 46R also requires disclosures about VIEs that the variable
interest holder is not required to consolidate but in which it has a significant
variable interest.
7
The Company determined they are required to consolidate PFI as a VIE, as defined
by FIN 46R. Therefore, as of and for the three and six months ended June 30,
2009, the consolidated balance sheet, consolidated statements of operations and
cash flows, and the related footnotes of the Company have been presented on a
consolidated basis to include its variable interest in PFI. More specifically,
as of and for the three and six months ended June 30, 2009, PFI amounts included
in the consolidated financial statements of the Company consist of; total assets
of $54,623, total liabilities of $18,836 and selling, general and administrative
expenses of $27,687 and $74,575, respectively. PFI had no sales during this
period. All significant intercompany accounts and transactions have been
eliminated in consolidation. No amounts from PFI are included in the
consolidated balance sheet as of December 31, 2008 or the consolidated
statements of operations and cash flows for the six months ended June 30, 2008
as PFI is a VIE of Ceres, which was not then acquired by the Company.
Note 5. Acquisitions
On December 31, 2008, pursuant to a Plan and Agreement of Reorganization between
the Company, Pacific Rim Foods, Ltd. (Pacific Rim) and certain shareholders of
Pacific Rim, the Company issued 28,000,000 shares of its common stock, valued at
$3,500,000, and Five Year Zero Coupon Convertible Promissory Notes in the
aggregate amount of $1,500,000 (collectively the "Exchange Securities") in
exchange for of all of the issued and outstanding capital stock of Pacific Rim.
Pacific Rim is a development stage company with interests in the food and energy
sector in China and Australia. These interests include equity, debt, options,
insurance and intellectual property. The underlying commodities represented by
these interests include corn and oil and gas. The development stage of Pacific
Rim reflects its early interests in acquiring and controlling a number of shelf
stable food processing facilities in China with the intent of growing and
processing a broad range of commodities. Its initial interests have focused on
sweet corn and its platform interests include Jilin Jimei Foods Ltd, which is
the oldest sweet corn joint venture in China. The interests in Jilin Jimei Foods
Ltd include options, debt instruments (inventory loans) and intellectual
property (trademark and brands). The Company intends to liquidate the assets of
Pacific Rim to obtain cash for financing operations of the Company. We are,
however, undecided as to the ultimate disposition of the brand trademark as we
believe that it is either salable or licensable. We intend to fully liquidate
all other assets by December 31, 2010.
On February 18, 2009, the Company consummated the acquisition and purchase from
Thomsen Group, LLC (Thomsen) of all of the assets of Modular Process
Constructors, LLC (MPS). Pursuant to the Agreement for Purchase and Sale of
Business, in exchange for the MPS assets the Company issued to Thomsen 500,000
shares of restricted Series B Convertible Preferred Stock (Series B Preferred
Stock), valued at $150,000. Each share of Series B Preferred Stock is
convertible into two shares of the Company's common stock. In addition to the
issuance of the Series B Preferred Stock, the Company executed an Earn-Out
Agreement with Thomsen, providing for Thomsen to acquire up to an additional 35%
of issued and outstanding common stock of Mach One on December 31, 2011, based
upon the combined net income of MPS for the years ending December 31, 2009,
2010, and 2011. MPS designs and builds process equipment used by the
biopharmaceutical industry. MPS's skid based solutions offer componentized
fabrication for small and large projects reducing lead time, transport cost, and
installation time. MPS provides entire project solutions including
documentation, process modules, custom stainless steel fabrication, and
electronic controls to the biopharmaceutical markets.
On February 20, 2009, pursuant to a Plan and Agreement of Reorganization between
the Company and Ceres Organic Harvest, Inc. (Ceres), the Company completed the
acquisition of all of the issued and outstanding capital stock of Ceres in
exchange for 8,000,000 shares of the Company's common stock and 8,000,000 shares
of Series C Convertible Preferred Stock (Series C Preferred Stock), valued at
$2,500,000. Each share of Series C Preferred Stock is convertible into one share
of Mach One common stock. Ceres and its subsidiary Organic Grain and Milling,
Inc. supply organic grain and grain-based ingredients to the food, feed and
dairy industries, including varieties of wheat, flour, oats, corn, flax, barley
and other products.
Due to the nature and timing of these transactions, as of March 31, 2009 , the
Company made a good-faith estimate as to the value of the consideration paid for
Pacific Rim, MPS and Ceres and the fair value of acquired assets and assumed
liabilities, including identifiable intangibles, and recorded a preliminary
purchase price allocation. The Company expected to adjust these estimates and
the purchase price allocation, if necessary, in the quarter ended June 30, 2009.
As of December 31, 2008, the Company expected to exploit the assets that Pacific
Rim holds in China, such as the brand trademark and options to acquire joint
ventures. As of June 30, 2009, the Company has reconsidered these options and is
focusing its efforts on the Company's mission to develop bio-solutions to
provide and promote human and animal wellness. As such, the Company determined
the goodwill initially recorded of approximately $3.4 million was impaired and
was charged to operating expenses in the Company's statement of operations.
The Company anticipates finalizing the purchase price allocations for these
acquisitions in the quarter ended September 30, 2009.
8
The following table summarizes the preliminary allocation of the purchase price
to the fair values of the assets acquired and liabilities assumed at the date of
acquisition, in accordance with the purchase method of accounting, as of June
30, 2009:
Ceres MPS Pacific Rim Total
---------- ---------- ---------- ----------
Current assets $1,693,199 $ 3,015 $ 964,814 $2,661,028
Identifiable intangible assets 2,490,000 100,000 80,000 2,670,000
Goodwill subsequently impaired 3,438,466 3,438,466
Goodwill 195,389 102,184 -- 297,573
Other long-term assets 82,544 -- 730,020 812,564
---------- ---------- ---------- ----------
Total assets acquired 4,461,132 205,199 5,213,300 9,879,631
---------- ---------- ---------- ----------
Current liabilities 1,897,398 55,199 213,300 2,165,897
Long-term liabilities 63,734 -- -- 63,734
---------- ---------- ---------- ----------
Total liabilities assumed 1,961,132 55,199 213,300 2,229,631
---------- ---------- ---------- ----------
Total purchase consideration $2,500,000 $ 150,000 $5,000,000 $7,650,000
---------- ---------- ---------- ----------
Identifiable intangible assets acquired in the acquisition of Ceres is comprised
of; a proprietary product license, an exclusive import supplier relationship and
a customer list, tentatively valued at $980,000, $660,000 and $850,000,
respectively and estimated to have useful lives of 15, 5 and 5 years,
respectively. The Company amortizes these intangible assets using a method that
reflects the pattern in which the assets are expected to be consumed.
Identifiable intangible assets acquired in the acquisition of MPS are comprised
of engineering methodology and a customer list that the Company estimates has a
useful life of 5 years. The Company amortizes these intangible assets using a
method that reflects the pattern in which the assets are expected to be
consumed.
Identifiable intangible assets acquired in the acquisition of Pacific Rim are
comprised of a brand trademark that the Company estimates has a useful life of
15 years. While the trademark is currently in use, we have not currently
determined the ultimate disposition and have recorded no amortization as of June
30, 2009.
The Company has recorded the results of the operations of Pacific Rim, Ceres and
MPS in the Company's statement of operations beginning with the effective date
of each respective acquisition.
Note 6. Intangible Assets and Goodwill
Intangible assets at June 30, 2009 and December 31, 2008 consisted of the
following:
June 30, December 31,
2009 2008
--------- ---------
Brand trademark $ 80,000 $ 80,000
Proprietary product license 980,000 --
Supplier relationship 660,000 --
Customer list 850,000 --
Engineering methodology and customer list 100,000 --
--------- ---------
2,670,000 80,000
Less: accumulated amortization (80,938) --
--------- ---------
$2,589,062 $ 80,000
========= =========
Amortization of $80,938 was recorded for the three and six months ended June 30,
2009. This amount included a catch up of $20,234 for the prior quarter.
As required by SFAS 142, Goodwill and Other Intangible Assets, we periodically
reassess the carrying value, useful lives and classification of identifiable
intangible assets. Estimated aggregate amortization expense based on current
intangibles for the next five years is expected to be as follows: $101,000 for
the remainder of 2009, $307,000 in 2010 and $556,000 in 2011, $634,000 in 2012
and $715,000 in 2013.
Note 7. Inventories
Inventory at June 30, 2009 and December 31, 2008 consisted of the following:
June 30, December 31,
2009 2008
--------- ---------
Raw materials $ 22,721 --
Finished goods 1,791,715 520,020
$1,814,436 $ 520,020
9
Note 8. Composition of Certain Financial Statement Captions
Other current assets at June 30, 2009 and December 31, 2008 consisted of the
following:
June 30, December 31,
2009 2008
---------- ----------
Loans receivable $ 6,500 $ 4,000
Prepaid expenses and other 99,397 39,395
---------- ----------
$ 105,897 $ 43,395
========== ==========
Note 9. Property and Equipment
Property and equipment at June 30, 2009 and December 31, 2008 consisted of the
following:
June 30, December 31,
2009 2008
---------- ----------
Machinery & equipment $ 991,412 $ 821,879
Building 76,481 --
Leasehold improvements 109,545 21,790
Computer equipment 52,696 10,322
Furniture & fixtures 10,517 5,287
Vehicles 3,606 --
Land 1,536 --
Livestock 48,871 55,240
---------- ----------
1,294,664 914,518
Less: accumulated depreciation (203,324) (143,488)
---------- ----------
$1,091,340 $ 771,030
=========== ==========
Depreciation expense related to property and equipment was $31,921 and $59,836
for the three and six months ended June 30, 2009, respectively and $20,977 and
$41,487 for the three and six months ended June 30, 2008, respectively.
Note 10. Short-term Notes Payable and Other Debt
Short-term notes payable and other debt at June 30, 2009 and December 31, 2008
consisted of the following:
June 30, December 31,
2009 2008
------------ ------------
Short-term convertible notes payable $ 2,192,984 $ 715,000
Transfac Financing Agreement 198,236 --
Note payable at 10%, due 12/31/2009 100,000 100,000
Short-term loans and lines of credit 21,088 --
------------ ------------
$ 2,512,308 $ 815,000
============ ============
Short-term Convertible Notes Payable
The Company entered into two rounds of financing through Commonwealth Capital
during the quarters ended December 31, 2008 and March 31, 2009.
The first round (Commonwealth One) was closed in the quarter ended December 31,
2008. Proceeds from the notes were $550,000. Interest at 12.0% is due with the
principal on various dates in June 2009. The notes are unsecured and are
convertible into shares of the Company's common stock at $0.045 per share at any
time during the term of the notes.
The second round (Commonwealth Two) was closed partially in December 2008, and
the remainder in the quarter ended March 31, 2009. Proceeds from the notes were
$95,000 and $1,602,984 during the quarters ended December 31, 2008 and March 31,
2009, respectively. Interest at 12.0% is due with the principal on various dates
in June 2009. The notes are unsecured and are convertible into shares of the
Company's common stock at $0.075 per share at any time during the term of the
notes.
During the three months ended June 30, 2009, $100,000 of the Commonwealth One
and $60,000 of the Commonwealth Two notes were converted to shares of the
company's common stock. Subsequent to June 30, 2009, and as of the date of this
report, all notes have either been converted or extended.
10
The Company also entered into loan agreements with an unrelated individual
(Plant Notes). Proceeds from the agreements were $70,000 and $35,000 during the
quarters ended December 31, 2008 and March 31, 2009, respectively. Interest at
5.0% is due with the principal on various dates in July 2009. The notes are
unsecured and are convertible into shares of the Company's common stock at $0.50
per share at any time during the term of the notes.
The Company has recorded accrued interest on the short-term notes payable of
$221,014 and $13,667, as of June 30, 2009 and December 31, 2008, respectively.
Accrued interest is included in accrued expenses on the Company's balance sheet
herein.
The conversion prices of these convertible notes were established at, or above,
the then current market price of the Company's common stock and therefore, no
beneficial conversion feature discount has been recorded.
A summary table of short-term convertible notes payable follows:
June 30, December 31,
2009 2008
---------- ------------
Commonwealth One $ 450,000 $ 550,000
Commonwealth Two 1,637,984 95,000
Plant Notes 105,000 70,000
---------- ------------
Total $2,192,984 $ 715,000
========== ============
Transfac Financing Agreement
In connection with the acquisition of Ceres, the Company has an accounts
receivable financing agreement (the "Agreement") with Transfac Capital, LLC
("Transfac"). The original Agreement term is one year from the effective date of
June 2, 2008 and is cancelable immediately upon notice by Transfac, or within
ten days of notice by the Company if the Company secures financing from an FDIC
insured institution. Upon the acquisition of Ceres by the Company, the term
changed to month-to-month and is cancelable within ten days of notice by Ceres.
Under the terms of the Agreement, the Company may offer to sell its accounts
receivable to Transfac each month during the term of the Agreement, up to a
maximum amount outstanding at any time of $1.5 million in gross receivables
submitted, or $1.2 million in net amounts funded based upon an 80.0% advance
rate. The Company is obligated to offer accounts totaling a minimum of $300,000
in each month, and Transfac has the right to decline to purchase any offered
accounts (invoices).
The Agreement provides for the sale, on a revolving basis, of accounts
receivable generated by specified debtors. The purchase price paid by Transfac
reflects a discount that is generally 0.7% for the first twenty days, plus an
aging fee of 0.034% for each day after the first twenty days. The Company
continues to be responsible for the servicing and administration of the
receivables purchased. Transfac fees are reported in the Company's statement of
operations as interest expense and were $13,843 and $18,806 for the three and
six months ended June 30, 2009, respectively. There were no fees incurred for
the three and six months ended June 30, 2008 as the Agreement is with Ceres,
which was not acquired until the first quarter of fiscal 2009.
The Company accounts for the sale of receivables under the Agreement as a
secured borrowing with a pledge of the subject receivables as collateral, in
accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. Accounts Receivable pledged
as collateral on the accompanying consolidated balance sheets in the amount of
$299,723 as of June 30, 2009, represents the gross receivables that have been
designated as "sold" and serve as collateral for short-term debt in the amount
of $198,236 as of June 30, 2009.
11
Note 11. Long-term Debt
Long-term debt at June 30, 2009 and December 31, 2008 consisted of the
following:
June 30, December 31,
2009 2008
----------- -----------
Zero Coupon Convertible Subordinated Note Payable,
interest at 5.0%, principal and interest due
December 12, 2013, convertible to shares of common
stock of the Company at $0.125 per share at any time,
unsecured $ 1,535,000 $ 1,535,000
Zero Coupon Convertible Subordinated Note Payable, interest
at 5.0%, principal and interest due December 12, 2013,
convertible to shares of common stock of the Company
at $0.125 per share at any time, unsecured 1,500,000 1,500,000
Unsecured note payable, related party (See Note 12) 105,801 105,801
Variable interest bank note at prime plus 2.75%, 6.0% at
June 30, 2009, due January 31, 2012, principal and
interest due monthly, secured by the assets of Ceres 52,562 --
Other 5,199 23,467
----------- -----------
3,198,562 3,164,268
Less current portion: (21,050) --
----------- -----------
Total long-term debt $ 3,177,512 $ 3,164,268
=========== ===========
The conversion prices of the Zero Coupon Convertible notes were established at,
or above, the then current market price of the Company's common stock and
therefore, no beneficial conversion feature discount has been recorded.
Additionally, the conversion price is subject to weighted-average anti-dilution
adjustments in the event we issue common stock at a price below the
then-applicable conversion price other than common stock issuances or option
grants to the Company's employees, directors or officers.
Future minimum payments on long-term debt at June 30, 2009 are as follows:
Years ending December 31,
2009, remaining $ 7,705
2010 21,050
2011 21,050
2012 2,757
2013 3,146,000
------------
$ 3,198,562
============
Note 12. Basic and Diluted Earning Per Share
The Company computes earnings per share in accordance with FASB Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). SFAS 128
requires companies to compute earnings per share under two different methods,
basic and diluted, and present per share data for all periods in which
statements of operations are presented. Basic earnings per share are computed by
dividing net income by the weighted average number of shares of common stock
outstanding. Diluted earnings per share are computed by dividing net income by
the weighted average number of common stock and common stock equivalents
outstanding.
As of June 30, 2009, the Company had (i) 9,000,000 shares of common stock
issuable under convertible preferred stock arrangements, (ii) 200,000 shares of
common stock issuable upon the exercise of outstanding warrants and (iii)
58,599,618 shares of commpn stock issuable under convertible debt arrangements.
These 67,799,618 shares, which would be reduced by applying the treasury stock
method, were excluded from diluted weighted average outstanding shares amount
for computing the net loss per common share, because the net effect would be
antidilutive for each of the periods presented.
Note 13. Related Party Transactions
We lease our office and warehouse facility in Belgium Wisconsin from Monte B.
Tobin, our President, and his wife, (the Tobins) under a five-year net lease.
The facility consists of approximately 3,500 square feet of office space and
1,000 square feet of warehouse space, with an option to increase the warehouse
space by up to 500 feet. We currently pay a base rent of approximately $4,300
per month. The Tobins hold a note receivable from the Company representing
unpaid rent and interest from 2005 and 2006 totaling $105,801. Interest accrues
at 12% per year.
12
Note 14. Stockholders' Equity
Common Stock
The Company is authorized to issue 239,500,000 shares of $.001 par value common
stock. The Company has 136,123,590 shares of its common stock issued and
outstanding at June 30, 2009. Dividends may be paid on outstanding shares as
declared by the Board of Directors. Each share of common stock is entitled to
one vote.
Preferred Stock
The Company is authorized to issue 10,500,000 shares of $0.05 par value
preferred stock.
As of December 31, 2008, there were 5,420,000 Series A Convertible Preferred
shares outstanding. Of these outstanding shares, 420,000 are convertible at any
time into common shares at a ratio of one (1) common share for each Series A
Preferred share and 5,000,000 are convertible at any time into common shares at
a ratio of five (5) common shares for each Series A Preferred share. In
addition, each Series A Preferred share has one vote for each common share
outstanding. There is no liquidation preference relative to Series A Preferred
shares.
During the three month period ended March 31, 2009, the Company executed an
agreement with the Series A Convertible Preferred Shareholders for a return to
the Company of 4,420,000 Series A Preferred shares in return for an undetermined
number of shares of common stock. The preferred shares were returned to the
Company in February 2009. As of June 30, 2009, the Company and shareholders had
not yet reached an agreement on the specifics of the arrangement; however, the
Company recorded 2,500,000 common shares, valued at $221,000, as issuable as
their estimate as to the number of shares the former preferred shareholders'
would receive in return for canceling their Series A Preferred shares.
During the three months ended June 30, 2009, the remaining 1,000,000 Series A
Convertible Preferred shares outstanding at December 31, 2008, were converted
into 5,000,000 shares of the Company's common stock.
Pursuant to the acquisition of MPS, the Company issued 500,000 shares of Series
B Preferred Stock. The Series B Preferred Stock shares are convertible at any
time into common shares at a ratio of two common shares for each preferred
share. In addition, each preferred share has one vote for each common share
outstanding and has a liquidation preference of $1.00 per share.
Pursuant to the acquisitions of Ceres, the Company issued 8,000,000 shares of
Series C Preferred Stock. The Series C Preferred Stock shares are convertible at
any time into common shares at a ratio of one common share for each preferred
share. In addition, each Preferred share has one vote for each common share
outstanding and has a liquidation preference of $.50 per share.
Stock Issuances
During the three months ended June 30, 2009, the Company issued:
o 5,000,000 shares of common stock for the conversion of 1,000,000
shares of Series A Convertible Preferred Stock, valued at $50,000,
under the terms of the agreements.
o 3,189,505 shares of common stock for the conversion of $160,000 of
short term notes payable and $8,546 of related accrued interest under
the terms of the agreements.
o 2,220,000 shares of common stock valued at $166,500 for consulting
services provided during the three months ended June 30, 2009. This
resulted in a charge to operating expenses in the Company's statement
of operations.
o 2,346,698 shares of common stock valued at $23,467 for the conversion
of a note payable under the terms of the original agreement.
o 2,000,000 shares of common stock valued at $200,000 for the retention
of an investment banking firm for services performed during the
quarter. This resulted in a charge to operating expenses in the
Company's statement of operations.
o 400,000 shares of common stock valued at $30,000 for professional
services related to the issuance of the short-term convertible note
payable. This amount was recorded as deferred financing costs and was
amortized ratably to interest expense over the term of the related
note.
During the three months ended March 31, 2009, the Company issued:
o 2,273,333 shares of common stock valued at $170,500 for professional
services related to the issuance of the short-term convertible note
payable. This amount was recorded as deferred financing costs and was
amortized ratably to interest expense over the term of the related
note.
o 8,000,000 shares of common stock and 8,000,000 shares of Series C
Convertible Preferred Stock, with an estimated value of $2,500,000
were issued to the shareholders' of Ceres in exchange for their shares
in Ceres under the acquisition agreement between the parties and the
Company.
o 500,000 shares of Series B Convertible Preferred Stock, with an
estimated value of $150,000 were issued to Thomsen in exchange for its
share ownership in MPS under the acquisition agreement between Thomsen
and the Company.
Treasury Stock
With the acquisition of Pacific Rim in fiscal 2008, the Company acquired
1,103,500 shares its own common stock that was valued at $143,456, at an average
price of $0.13 per share. During the quarter ended March 31, 2009, the Company
purchased 1,113,000 shares of its common stock for $302,123, at an average price
of $0.27 per share. During the three months ended June 30, 2009, the Company
sold 402,800 shares of its common stock for $63,246, at an average price of
$0.16 per share.
13
Note 15. Commitments and Contingencies
The Company forward contracts for a certain portion of its future grain
requirements. At June 30, 2009, the Company had outstanding commitments for
grain purchases totaling approximately $2,500,000 related to forward purchase
contracts. These contracts are set price contracts to deliver grain to the
Company, and are not derivative in nature as they have no net settlement
provision and are not transferable.
Pursuant to a warehouse agreement, the Company is obligated to minimum monthly
storage and handling amounts totaling $12,000 for the year ending December 31,
2009.
The Company periodically is subject to claims and lawsuits that arise in the
ordinary course of business. It is the opinion of management that the
disposition or ultimate resolution of such claims and lawsuits will not have a
material adverse effect on the financial position of the Company.
Note 16. Fair Value Measurements
In accordance with SFAS No. 157, we value our marketable securities based on a
three-level fair value hierarchy. The fair value hierarchy gives the highest
priority to quoted prices in active markets for identical assets or liabilities
(Level 1). The next highest priority is based on quoted prices for similar
assets or liabilities in active markets or quoted prices for identical or
similar assets or liabilities in non-active markets or other observable inputs
(Level 2). The lowest priority is given to unobservable inputs (Level 3).
The following table provides information regarding fair value measurements for
our marketable securities as of June 30, 2009 according to the three-level fair
value hierarchy:
Fair Value Measurements at Reporting Date Using
-------------------------------------------------
Quoted Prices in Significant
Active Markets Other Significant
for Observable Unobservable
Balance Identical Assets Inputs Inputs
June 30, 2009 (Level 1) (Level 2) (Level 3)
-------------- ---------------- ----------- ------------
Equity securities $ 137,557 $ -- $ 137,557 $ --
Equity securities as of June 30, 2009 are comprised of stock holdings in one
company that is traded on the Over-The-Counter Bulletin Board.
Note 17. Subsequent Events
Subsequent to June 30, 2009, certain holders of the short-term convertible notes
payable referenced in Note 9. Short-term Notes Payable and Other Debt herein,
converted their notes into common stock under the terms of their agreements.
28,566,961 shares were issued for the conversion of $1,788,000 in short-term
convertible notes plus interest accrued on those notes.
Subsequent to June 30, 2009, the Company issued 625,000 and 500,000 shares of
its common stock for services rendered after June 30, 2009, and as an employee
retention bonus, respectively. The shares issued for services will result in a
charge to operating expenses in the Company's statement of operations for the
three-month period ending September 30, 2009.
Subsequent to June 30, 2009, the Company finalized an agreement with the former
holders of 4,420,000 shares of Series A Convertible Preferred Stock referenced
in Note 13. Stockholders' Equity herein. In accordance with the agreement, the
Company issued 2,500,000 shares of its common stock valued at $221,000.
In July of 2009, the Company entered into a Letter of Intent to acquire
Atlanta-based White Hat Brands, LLC, producers of a variety of all-natural,
multi-vitamin-fortified juice beverages for children under the brand name Dog On
It! (TM). Terms of the agreement include the issuance of shares of the Company's
common stock. There are several conditions precedent to closing the transaction.
14
Item 2. Management's Discussion and Analysis or Plan of Operation
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Sections of this Form 10-Q, including the Management's Discussion and Analysis
or Plan of Operation, contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements are subject to risks and uncertainties
and other factors that may cause our actual results, performance or achievements
to be materially different from the results, performance or achievements
expressed or implied by the forward-looking statements. You should not unduly
rely on these statements. Forward-looking statements involve assumptions and
describe our plans, strategies, and expectations. You can generally identify a
forward-looking statement by words such as "may," "will," "should," "would,"
"could," "plan," "goal," "potential," "expect," "anticipate," "estimate,"
"believe," "intend," "project," and similar words and variations thereof. This
Quarterly Report on Form 10-Q contains forward-looking statements that address,
among other things.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
The preparation of the financial information contained in this 10-Q requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate these estimates on an ongoing basis, including
those related to allowances for doubtful accounts and returns, inventory
valuation, the carrying value and any impairment goodwill and of intangible
assets, and income taxes. These critical accounting policies are discussed in
more detail in the Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in our Annual Report on Form 10-K for the
year ended December 31, 2008.
RECENT ACCOUNTING DEVELOPMENTS
See Note 2 to the accompanying interim consolidated financial statements for a
summary of recent accounting developments.
Plan of Operation
Overview
Ceres Organic Harvest Inc. (Ceres) --an acquisition that closed Feb. 24, 2009 is
now part of the Mach One Organics and Sustainables Group (OSG). Along with its
subsidiary, Organic Grain and Milling Inc. (OGM), Ceres and OGM supply organic
grain and grain-based ingredients to the food, feed and dairy industries,
including varieties of wheat, flour, oats, corn, flax, barley and other
products. Ceres is currently launching a new line of oat-based products using a
proprietary oat cultivar with substantially higher fiber and beta-glucan
content, which was developed in a cooperative breeding program between the North
Dakota State University and the United States Department of Agriculture's (USDA)
Agricultural Research Service. Ceres and OGM operate a grain elevator in North
Dakota, with corporate offices in St. Paul, Minnesota. The integration of
organic foods and animal feeds to the Mach One package of global wellness
solutions extends Mach One's reach as well as its ability to expand its success
in sustainable bio-solutions. OSG is headquartered in Minneapolis, Minnesota.
Modular Process Constructors, LLC (dba MPS-BioPharm)--an acquisition that closed
Feb. 19, 2009-- is now part of Mach One's BioPharm Process Systems Group and
engages in the design and manufacture of constructed systems for the
biopharmaceutical industry. It offers process modules and skids, custom tanks
and vessels, and sanitary stainless steel flow equipment, along with
professional project management, design qualifications, detail design, component
procurement, schedule metrics and reporting. With the addition of MPS-BioPharm,
it enables Mach One to accelerate production of biopharmaceutical,
Nutraceutical, and Bridge(TM) Iggs on a global basis. The BioPharm Process
Systems Group is headquartered in Kenosha, Wisconsin.
Today Mach One and its three Operating Groups--Animal Wellness, Organics and
Sustainables, and BioPharm Process Systems--offer a broad range of solutions to
global health problems, from helping calves develop immunity at birth to
carefully managing organic grain crops, to testing equipment that helps detect
compromised food products long before they can cause a problem. Currently,
neither Animal Wellness nor BioPharm Process Systems has generated significant
revenues or acquired significant assets. As such, the Company operates and
manages the business under one reporting segment.
We have not generated significant operating revenues, and as of June 30, 2009 we
had incurred a cumulative consolidated net loss from inception of $9,858,056.
For the six month periods ended June 30, 2009 and 2008, our consolidated net
losses were $6,113,296 and $686,999 respectively. Our current liabilities as of
June 30, 2009 exceed current assets by $2,406,844.
15
Although we recently completed a convertible debt financing with gross proceeds
of approximately $2,250,000 in November 2008 and January 2009, we will
eventually require significant additional funding in order to achieve our
business plan. We believe that our current cash position will be able to sustain
our proposed operations for 2-3 months. Should we be unable to obtain additional
funding in the next 3 months, we would be required to cut expenses in our
Organics and Sustainables group and temporarily halt operations in our Animal
Wellness group until such funding is obtained. Over the next 18 months, in order
to have the capability of achieving our business plan, we believe that we will
require at least $3,000,000 in additional funding. We will attempt to raise
these funds by means of one or more public or private offerings of debt or
equity securities or both. We believe that some, if not all, of the required
funds could be generated from the increased cash flows of our Operating Groups
as they become fully integrated.
Results of Operations
Quarter Ending June 30, 2009 Compared to Quarter Ending June 30, 2008
Net sales for the quarter ended June 30, 2009 were $1,683,156 compared to
$22,020 for the same period last year. Net sales increased due to increased
revenues from the acquisition of Ceres (approximately $1,627,000) and MPS
(approximately $45,600). There were no significant changes in sales of the
parent company between the periods presented.
Cost of goods sold were $1,447,195 for the quarter ended June 30, 2009 compared
to $10,027 for the quarter ended June 30, 2008. This increase was primarily due
to acquisition of Ceres (approximately $1,437,000). There were no significant
changes in cost of goods sold of the parent company between the periods
presented.
Gross profit for the quarter ended June 30, 2009 was $235,961 compared to
$11,993 for the same period last year. Gross profit increased due to increased
sales with the acquisition of Ceres Organic (approximately $190,100) and MPS
(approximately $45,600).
Operating expenses increased to $5,200,557 in the quarter ended June 30, 2009
from $263,469 in the same quarter in 2008. The increase is due to the impairment
of goodwill of $3,438,466 and additional personnel in the parent company and
costs associated with additional employees and facilities from the acquisition
of Ceres and MPS.
Interest expense for the quarter ended June 30, 2009 was $154,756 compared to
$470 for the same period last year. Interest expense increased due to the
issuance of short term notes payable during the two quarters ended March 31,
2009 and to debt issued in connection with the acquisition of Pacific Rim.
Six Months Ending June 30, 2009 Compared to Six Months Ending June 30, 2008
Net sales for the six months ended June 30, 2009 were $2,494,604 compared to
$82,427 for the same period last year. Net sales increased due to increased
revenues from the acquisition of Ceres (approximately $2,358,000). There were no
significant changes in sales of the parent company between the periods
presented.
Cost of goods sold were $2,166,807 for the six months ended June 30, 2009
compared to $38,125 for the six months ended June 30, 2008. This increase was
primarily due to acquisition of Ceres (approximately $2,103,000). There were no
significant changes in cost of goods sold of the parent company between the
periods presented.
Gross profit for the six months ended June 30, 2009 was $327,797 compared to
$44,302 for the same period last year. Gross profit increased due to increased
sales with the acquisition of Ceres Organic ($283,726). This was offset by a
negative gross profit for the parent company in the current period.
Operating expenses increased to $6,011,956 in the six months ended June 30, 2009
from $677,471 in the same period in 2008. The increase is due to the impairment
of goodwill of $3,438,466 and additional personnel in the parent company and
costs associated with additional employees and facilities from the acquisition
of Ceres and MPS.
Interest expense for the six months ended June 30, 2009 was $436,612 compared to
$58,830 for the same period last year. Interest expense increased due to the
issuance of short term notes payable during the two quarters ended March 31,
2009 and to the acquisition of Ceres.
Liquidity and Capital Resources
We had a cash balance of $183,588 as of June 30, 2009 and a cash balance of
$635,334 as of December 31, 2008.
The value of our marketable securities on June 30, 2009 decreased to $137,557
from $483,900 as of market close on December 31, 2008. The decrease is due to
the decline in market values of these securities.
Accounts receivable as of June 30, 2009 increased to $1,077,713 from $44,603 at
December 31, 2008 due to the acquisition of Ceres, which added approximately
$982,000 as of June 30, 2009.
Net inventory as of June 30, 2009 increased to $1,814,436 from $520,020 at
December 31, 2008 due to the acquisition of Ceres, which added approximately
$1,194,000 as of June 30, 2009.
16
Total assets at June 30, 2009 are $7,632,166 compared to $6,196,748 at December
31, 2008. This increase is attributable to the acquisitions of Ceres and MPS.
As of June 30, 2009 we have current liabilities totaling $5,896,035 compared to
$1,223,904 at December 31, 2008. The increase is due to; an increase in accounts
payable, which is mainly due to the acquisition of Ceres, which added
approximately $2,329,000 of payables as of June 30, 2009, an increase in accrued
interest at the parent company of approximately $221,000, a net increase in
short-term notes payable of approximately $1,697,000.
Long term debt as of June 30, 2009 is $3,177,512 compared to $3,164,268 at
December 31, 2008.
Factors that caused our cash flows from operations to decrease during the six
months ended June 30, 2009 as compared to the six month period ended June 30,
2008, were the acquisition of Ceres and the use of funds for establishing Animal
Wellness Group operations. Our cash flow used in investing activities increased
during the six months ended June 30, 2009 as compared to the six months ended
June 30, 2008 due to increased fixed asset acquisitions. Cash flow from
financing activities increased during the six months ended June 30, 2009 as
compared to the same period in 2008 as a result of the issuance of short term
notes, which was offset by the purchase of treasury stock.
Our longer-term working capital and capital requirements will depend upon
numerous factors, including revenue and profit generation, the cost of filing,
prosecuting, defending, and enforcing patent claims and other intellectual
property rights, competing technological and market developments, collaborative
arrangements. Additional capital will be required in order to attain our goals.
We cannot assure you that funds from our future operations or funds provided by
our current financing activities will meet the requirements of our operations,
and in that event, we will continue to seek additional sources of financing to
maintain liquidity. We are actively pursuing all potential financing options as
we look to secure additional funds both to stabilize and to grow our business
operations. Our management will review any financing options at their disposal,
and will judge each potential source of funds on its individual merits. We
cannot assure you that we will be able to secure additional funds from debt or
equity financing, as and when we need to, or if we can, that the terms of this
financing will be favorable to us or our stockholders.
17
Item 3. Qualitative and Quantitative Disclosures About Market Risk.
None.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in our reports filed
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer as
appropriate, to allow timely decisions regarding required disclosures. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
As of June 30, 2009, our Chief Executive Officer and Chief Financial Officer
carried out an evaluation of the effectiveness of our disclosure controls and
procedures as such term is defined in Rule 13a-15(e) under the Securities and
Exchange Act of 1934 (The "Exchange Act"). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of June 30, 2009 in ensuring that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in applicable rules and forms and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, in a manner that allows
timely decisions regarding required disclosure because of those material
weaknesses relating to internal controls that are described in Item 4 (T) of the
Company's Form 10-Q for the quarter ended March 31, 2009.
Notwithstanding the material weaknesses that existed as of June 30, 2009, our
Chief Executive Officer and Chief Financial Officer have concluded that the
financial statements included in this report present fairly, in all material
respects, the financial position, results of operations and cash flows of the
Company in conformity with accounting principles generally accepted in the
United States of America.
Changes in Internal Controls
During the fiscal quarter ended June 30, 2009, there were no changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. Management has
concluded that the material weaknesses in internal control, as described in Item
4 (T) of our Form 10-Q for the quarter ended March 31, 2009, have not been fully
remediated. We are committed to finalizing our remediation action plan and
implementing the necessary enhancements to our policies and procedures to fully
remediate the material weaknesses discussed above.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 1A. Risk Factors.
The Company is a smaller reporting company as defined by Rule 12b-2 of the
Exchange Act and is not required to provide the information required under this
item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 17, 2009, pursuant to an agreement, 2,273,333 shares of common stock
valued at $170,500 for professional services related to the issuance of the
short-term convertible note payable.
On February 18, 2009, Mach One issued 500,000 shares of Series B Convertible
Preferred Stock (the "Series B Preferred Stock") to the Thomsen Group, LLC
("Thomsen") for the purchase of all of the assets of Modular Process
Contractors, LLC ("MPC"). Each share of Series B Preferred Stock is convertible
into two shares of Mach One common stock. In addition to the issuance of the
Series B Preferred Stock, Mach One entered into an Earn-Out Agreement with
Thomsen, providing for Thomsen to acquire up to an additional 35% of issued and
outstanding common stock of Mach One on December 31, 2011, based upon the
combined net income of MPC for the years ending December 31, 2009, 2010, and
2011.
On February 20, 2009, pursuant to a Plan and Agreement of Reorganization, Mach
One issued 8,000,000 shares of its common stock and 8,000,000 shares of Series C
Convertible Preferred Stock ("Series C Preferred Stock") in exchange for all of
the issued and outstanding common stock of Ceres Organic Harvest, Inc. (Ceres).
Each share of Series C Preferred Stock is convertible into one share of Mach
One's common stock.
18
On April 13, 2009, pursuant to an agreement, Mach One issued 400,000 shares of
common stock valued at $30,000 for professional services related to the issuance
of the short-term convertible note payable.
On May 13, 2009, Mach One issued 2,346,698 shares of common stock valued at
$23,467 for the conversion of a note payable under the terms of the original
agreement.
On May 20, 2009, Mach One issued 2,000,000 shares of common stock valued at
$200,000 for the retention of an investment banking firm for services performed
during the quarter. This resulted in a charge to operating expenses in the
Company's statement of operations.
On June 2, 2009, Mach One issued 5,000,000 shares of common stock for the
conversion of 1,000,000 shares of Series A Convertible Preferred Stock, valued
at $50,000, under the terms of the agreements.
On various dates during three months ended June 30, 2009, Mach One issued
3,189,505 shares of common stock for the conversion of $160,000 of short-term
notes payable and $8,546 of related accrued interest under the terms of the
agreements.
On various dates during three months ended June 30, 2009, Mach One issued
2,220,000 shares of common stock valued at $166,500 for consulting services
provided during the three months ended June 30, 2009. This resulted in a charge
to operating expenses in the Company's statement of operations.
All of the investors above are sophisticated individuals who had the opportunity
to review all of the Company's SEC filings and to discuss with the officers and
directors of the Company the business and financial activities of the Company.
All of the investors acquired their Common Stock and/or Preferred Stock (the
"Securities") for investment and not with a view toward distribution. All of the
stock certificates issued, or to be issued upon conversion, to the thirty
Pacific Rim shareholders and the stock certificates issued to Thomsen and to the
six Ceres shareholders have been, affixed with an appropriate legend restricting
sales and transfers. Therefore, based on the foregoing, the Company issued the
Securities in reliance upon the exemptions from registration provided by Section
4(2) of the Securities Act of 1933 and/or Regulation D, there under.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters of a Vote of Security Holders
None.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits
(a) Exhibits: The following exhibits are filed with this report:
31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under The
Securities Exchange Act of 1934 as amended. *
31.2 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under The
Securities Exchange Act of 1934 as amended. *
32. Certifications pursuant to 18 U.S.C section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. *
---------------------------
* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
19
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Mach One Corporation
Date: August 21, 2009 By: /s/ Monte B. Tobin
------------------------------------
Monte B. Tobin,
President and
Chief Executive Officer
By: /s/ Patrick G. Sheridan
------------------------------------
Patrick G. Sheridan,
Chief Financial Officer