-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0pwo46FIa28jB1zSmBaVVfeRvNVcpr/v71wq58F7eghTrwKzlvRTN8r1OPxP2Ox q1MQ3Po9oEC4/9zJLG1KAw== 0000912057-02-018910.txt : 20020507 0000912057-02-018910.hdr.sgml : 20020507 ACCESSION NUMBER: 0000912057-02-018910 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020424 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAW TECHNOLOGIES INC /UT CENTRAL INDEX KEY: 0000882159 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 870464280 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21818 FILM NUMBER: 02636518 BUSINESS ADDRESS: STREET 1: 2700 S 900 W CITY: SALT LAKE CITY STATE: UT ZIP: 84119 BUSINESS PHONE: 8019773100 MAIL ADDRESS: STREET 2: 2700 SOUTH 900 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84119 FORMER COMPANY: FORMER CONFORMED NAME: PRIMA ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 8-K 1 a2078938z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT: April 24, 2002 (Date of earliest event reported) ----------------------------- DAW TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) UTAH 0-21818 87-0464280 (State or other jurisdiction of Commission File Number (I.R.S. Employer incorporation) Identification Number) 2700 SOUTH 900 WEST SALT LAKE CITY, UTAH 84119 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 977-3100 N/A (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On April 26, 2000 the Company issued a press release announcing that on April 24, 2000, it had filed with the U.S. Securities and Exchange amended Annual Reports on Form 10-K for fiscal years ended December 31, 1999 and 2000; amended Quarterly reports for quarters ended March 31, 2000, June 30, 2000, September 30, 2000, March 31, 2001 and June 30, 2001; its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001; and its Annual Report on Form 10-K for the fiscal year ended December 31, 2001. Attached as Exhibit 99.1 is a copy of the press release issued by the Company on April 26, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit Description - ------- ----------- 99.1 Press Release issued by Daw Technologies, Inc. on April 26, 2000
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 2, 2002 DAW TECHNOLOGIES, INC. By: /s/ Randy K. Johnson -------------------------------- Name: Randy K. Johnson Title: Vice President, Secretary and General Counsel EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Press Release EX-99.1 3 a2078938zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 BROKER CONTACT: MEDIA/SHAREHOLDER CONTACTS: James C. Collings Kevin Wilson David Politis Daw Technologies, Inc. Politis Communications Politis Communications 801-977-3100 801-523-3730 (wk) 801-523-3730 (wk) jcollings@dawtech.com 801-898-5520 (cell) 801-671-8091(cell) kwilson@politis.com dpolitis@politis.com FOR IMMEDIATE RELEASE DAW TECHNOLOGIES FILES ANNUAL AND THIRD QUARTER RESULTS FOR 2001, AND RESTATED FINANCIAL STATEMENTS FOR 1999, 2000 AND THE FIRST AND SECOND QUARTERS OF 2001 COMPANY TO HOLD SHAREHOLDER CONFERENCE CALL ON THURSDAY, MAY 2 TO DISCUSS ITS RESULTS AND ITS FUTURE PLANS SALT LAKE CITY - April 26, 2002 - Daw Technologies, Inc. (OTC: DAWK) today announced that it has filed its annual and third quarter results for 2001 with the U.S. Securities and Exchange Commission, restoring the company's compliance with its SEC filing obligations. In addition, the company has amended, restated and filed with the SEC annual and quarterly reports containing restated financial statements for 1999, 2000, the first three quarters of 2000, and the first two quarters of 2001. For the third quarter of 2001 (ended September 30) the company reported a net loss of $4.0 million on revenue of approximately $6.8 million. The net loss for the third quarter consists of a net loss before taxes of $200,000 and an increase in the valuation allowance for deferred income tax assets in the amount of approximately $3.8 million that was required as a result of the restatements of the 1999 and 2000 financial statements. For the year ended December 31, 2001, the company reported a net loss of $7.9 million on total revenue of $40.5 million. The net loss for 2001 took into account a net loss before taxes of $3.2 million plus a $4.8 million increase in the valuation allowance for deferred income tax assets for the year. The company also booked a $1.7 million increase in the redemption value of the company's preferred stock in the fourth quarter, making the net loss attributable to shareholders to $9.7 million for the year. "The company's financial results for 2001 show that we continue to be severely impacted by the protracted global slowdown in the semiconductor and microelectronics industries," said James C. Collings, Daw's chief executive officer. "Many industry experts are predicting a turnaround during 2002. However, the company continues to be adversely affected by the industry slowdown, which illustrates why it is important for us to continue our efforts to diversify geographically and into new industries such as biotechnology and pharmaceuticals." The company's restated financial statements for 1999 show that the company's net loss for the year was $9.7 million on revenues of $44.0 million versus the previously reported net loss of $7.6 million on revenues of $45.2 million. The company's restated financial statements for 2000 show that it generated net earnings of $414,000 on revenues of $51.4 million versus the originally reported net earnings of approximately $3.5 million on revenues of $52.6 million. Daw has restated its financial results dating back to October 1999, principally because of problems it discovered in certain of its accounts related to its European operations. Those problems were discovered when the company's newly hired European finance manager and its newly appointed independent auditors experienced difficulty reconciling certain general ledger accounts relating to Daw's European operations while trying to close out the books for the third quarter of 2001. On November 19, 2001, Daw's audit committee determined that because of what appeared to be material errors in those accounts, it would be necessary to completely reconcile the Daw Europe accounts back to October 1999, when Daw's European subsidiary was first incorporated, and that a restatement of previously issued financial statements for that period would also be necessary. Prior to October 1999, the accounting for the company's European operations was done primarily at the company's headquarters in the United States. In October 1999, the company formed a wholly owned European subsidiary ("Daw Europe"), headquartered in Scotland, to manage all of the company's European operations. At that time, all European accounts were transferred to Daw Europe and Daw Europe personnel took over all of the accounting for the Company's European operations. Daw Europe's business grew very rapidly between 1999 and 2001. It was recently discovered that the accounting systems and personnel in the European office were unable to keep pace with the rapid growth and growing complexity of the European business, which was exacerbated by the fact that most of this revenue growth occurred outside of the United Kingdom. As a result, it became clear late last fall that various problems had occurred with respect to Daw Europe's accounting and financial reporting. In connection with the filing of the restated financial information, Robert G. Chamberlain, the company's chairman, said: "The company recognizes the importance of releasing timely and accurate financial information. The events that have required us to restate our financial results are unfortunate. However, we are committed to learn from this experience and to improve the way we do business. In this regard, we have already taken several actions, and we are currently taking more actions, to assure that our financial results are timely and accurately reported in the future. "During the past several months we have taken aggressive action to strengthen and improve our financial management and reporting team, both within the company and outside. For example, late last year the company hired a well-trained and qualified European finance manager and engaged a new independent audit firm. The new audit firm was selected primarily because of its strong international presence and the depth of expertise in its European offices. We also recently recruited Jim Collings, a seasoned executive with more than 20 years of accounting and financial management experience, as the company's chief executive officer. The board felt it was important to bring on board someone like Jim with the financial discipline and expertise to implement and enforce the policies and procedures necessary to assure the timely release of accurate financial information in the future. "Also, just a couple weeks ago, the company hired Donald K. McCauley, an experienced senior financial executive, as the company's chief financial officer. Don has more than 20 years of high-level financial management experience, including significant international experience. The breadth and scope of his experience will be extremely helpful in the company's efforts to move beyond its recent financial reporting difficulties." The company also reported that it is in the process of implementing the same comprehensive business process and accounting software system in its European operations that is used in the company's U.S. operations. The company expects this to be just the first step in the company's implementation of `best practices' in the area of subsidiary reporting. "One of the first things I did upon joining Daw was to order a top-to-bottom review and analysis of all of the company's policies and procedures, particularly as they relate to accounting and financial reporting and to the company's international operations," Collings said. "I intend to assure that we have policies and procedures to facilitate timely and accurate reporting of financial information in the future." Daw will hold an open conference call for all shareholders on Thursday, May 2, 2002 at 11:00 a.m. (EDT)/9:00 a.m. (MDT) to discuss its 2001 results, its restated results for the periods in question, and its plans for the remainder of 2002 and beyond. The dial-in numbers for the call are as follows: 877-260-8897 for callers in the U.S., and 612-332-0637 for international callers. Interested parties not able to participate in the call will be able to listen to a replay of the call by dialing 800-475-6701 (U.S. callers) or 320-365-3844 (international callers) and entering 637675 as the access code. The replay will be available for seven days after the conference call. Copies of Daw's current and restated results are available online at www.dawtech.com and at a variety of other web sites, including the SEC's web site at www.sec.gov. ABOUT DAW TECHNOLOGIES, INC. Daw Technologies, Inc. provides advanced manufacturing environments for customers throughout the world, and specializes in the design, engineering and installation of cleanroom and mini-environment systems that meet stringent semiconductor and pharmaceutical manufacturing requirements. The company also provides contract manufacturing and specialized painting services on an OEM (original equipment manufacturer) basis for various customers. For further information, visit the company on the Internet at www.dawtech.com or call 801-977-3100. # # # THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS AND OUTCOMES MAY DIFFER MATERIALLY FROM THOSE DISCUSSED OR ANTICIPATED. FACTORS THAT MIGHT AFFECT ACTUAL OUTCOMES INCLUDE, BUT ARE NOT LIMITED TO, THE NATURE AND EXTENT OF THE RESPONSE OF THE COMPANY'S CUSTOMERS, VENDORS, LENDERS, AND SHAREHOLDERS, AND THE RESPONSE OF REGULATORY AUTHORITIES, TO THE CURRENT ACCOUNTING ISSUES RELATING TO THE COMPANY'S EUROPEAN OPERATIONS, THE POSSIBLE CANCELLATION OF EXISTING OR FUTURE CONTRACTS, POSSIBLE DECREASE IN DEMAND OF THE COMPANY'S PRODUCTS OR SERVICES, DECREASES IN CAPITAL SPENDING BY THE COMPANY'S CUSTOMERS, INCREASED COMPETITION IN THE CLEAN ROOM SEGMENT OF THE INDUSTRY, CUSTOMER REJECTION OF NEW PRODUCTS, A DECLINE IN DEMAND FOR PRODUCTS MANUFACTURED BY THE COMPANY'S CUSTOMERS, CHANGES IN MANAGEMENT, AND THE EFFECTS OF THE COMPANY'S EXISTING AND PLANNED DIVERSIFICATION EFFORTS. FOR A MORE DETAILED DISCUSSION OF THESE AND ASSOCIATED RISKS, SEE THE COMPANY'S MOST RECENT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Daw Technologies, Inc. and Subsidiaries SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share data)
YEAR ENDED DECEMBER 31, ------------ ------------ 2001 2000 ------------ ------------ STATEMENT OF OPERATIONS DATA: Revenue, net $ 40,533 $ 51,424 Cost of goods sold 37,998 45,389 ------------ ------------ Gross profit (loss) 2,535 6,035 ------------ ------------ Selling, general and administrative 3,755 4,631 Research and development 319 - Depreciation and amortization 494 426 Restructuring charges - - ------------ ------------ 4,568 5,057 ------------ ------------ Income (loss) from operations (2,033) 978 Other expense, net (1,126) (249) ------------ ------------ Income (loss) before income taxes (3,159) 729 Provision (benefit) for income taxes 4,805 315 ------------ ------------ Net income (loss) (7,964) 414 ============ ============ Net loss attributable to common shareholders (9,684) (2,276) ============ ============ Basic and diluted net loss per common share $ (2.60) $ (0.69) ============ ============ Basic and diluted weighted average common Shares outstanding 3,718 3,285 ============ ============
DECEMBER 31, ----------------------------- 2001 2000 ------------ ------------ BALANCE SHEET DATA: Cash and cash equivalents $ 1,969 $ 2,175 Working capital 3,221 7285 Total assets 16,455 27,093 ============ ============ Total liabilities 11,012 13,674 Preferred stock 5,401 4,093 Total common shareholders' equity 42 9,326
YEAR ENDED DECEMBER 31, 1999 AS PREVIOUSLY AS REPORTED RESTATED ------------ ------------ STATEMENT OF OPERATIONS DATA: Revenues $ 45,206 $ 44,011 Cost of goods sold 43,576 44,050 Gross profit (loss) 1,630 (39) Operating expenses 9,870 10,105 Loss from operations (8,240) (10,144) Other income (expense), net (493) (677) Net income (loss) (7,641) (9,729) Loss per common share Basic $ (0.61) $ (0.78) Diluted $ (0.61) $ (0.78) Weighted-average common and dilutive common equivalent shares outstanding Basic 12,502 12,502 Diluted 12,502 12,502
YEAR ENDED DECEMBER 31, 1999 AS PREVIOUSLY AS BALANCE SHEET DATA: REPORTED RESTATED ------------ ------------ Current assets $ 18,343 $ 17,435 Property and equipment - net, at cost 3,402 3,110 Other assets 4,330 4,330 Total assets 26,075 24,875 ============ ============ Current liabilities $ 15,457 $ 16,462 Long-term obligations 110 110 Shareholders' equity 10,508 8,303 ------------ ------------ Total liabilities and shareholders' equity 26,075 24,875 ============ ============
YEAR ENDED DECEMBER 31, 2000 AS PREVIOUSLY AS REPORTED RESTATED ------------ ------------ STATEMENT OF OPERATIONS DATA: Revenues $ 52,633 $ 51,424 Cost of goods sold 43,525 45,389 Gross profit 9,108 6,035 Operating expenses 6,460 5,057 Earnings from operations 2,648 978 Other income (expense), net (208) (249) Net income (loss) 3,464 414 Earnings per common share Basic $ 0.05 $ (0.17) Diluted $ 0.05 $ (0.17) Weighted-average common and dilutive common equivalent shares outstanding Basic 13,140 13,140 Diluted 13,471 13,140
31-DEC-00 AS PREVIOUSLY AS BALANCE SHEET DATA: REPORTED RESTATED ------------ ------------ Current assets $ 23,798 $ 20,860 Property and equipment - net, at cost 2,404 2,034 Other assets 5,362 4,199 ------------ ------------ Total assets 31,564 27,093 ============ ============ Current liabilities $ 12,454 $ 13,575 Long-term obligations 99 99 Preferred stock - 4,093 Shareholders' equity 19,011 9,326 ------------ ------------ Total liabilities and shareholders' equity 31,564 27,093 ============ ============
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