10-Q 1 v018279_10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR |_| 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 0-14659 SIMCLAR, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 59-1709103 -------------------------------------------- -------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 2230 West 77th Street, Hialeah, Florida 33016 --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (305) 556-9210 ---------------------------------------------------- (Registrant's telephone number, including area code) --------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| or No |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X| Common Stock Outstanding Common Stock, $.01 par value - 6,465,345 shares as of March 31, 2005 SIMCLAR, INC. Form 10-Q For the quarter ended March 31, 2005 TABLE OF CONTENTS

2 PART I -- FINANCIAL INFORMATION Item 1. Financial Statements SIMCLAR, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(A) Reference is made to the company's Annual Report on Form 10-K for the year ended December 31, 2004 filed with the United States Securities and Exchange Commission on March 31, 2005. See notes to consolidated financial statements. 4 SIMCLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, ---------------------------- 2005 2004 ---------------------------- Sales $ 12,356,600 $ 11,996,969 Cost of goods sold 10,791,928 10,271,144 ------------ ------------ Gross Margin 1,564,672 1,725,825 Selling, general and administrative expenses 1,018,461 909,125 ------------ ------------ Income from operations 546,211 816,700 Interest expense 77,542 42,796 Interest and other income (11,126) (12,725) ------------ ------------ Income before income taxes 479,795 786,629 Income tax expense 187,121 305,963 ------------ ------------ Net income $ 292,674 $ 480,666 ============ ============ Earnings per share: Basic & diluted $ 0.05 $ 0.07 ============ ============ See notes to consolidated financial statements 5 SIMCLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See notes to consolidated financial statements 6 SIMCLAR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Basis of Presentation The accompanying interim consolidated financial statements include the accounts of Simclar, Inc. ("Simclar") and its subsidiaries, including Simclar (Mexico), Inc. ("Simclar Mexico"), and Techdyne (Europe) Limited ("Techdyne (Europe)") collectively referred to as the "company." All material intercompany accounts and transactions have been eliminated in consolidation. The company is a 73.4% owned subsidiary of Simclar Group Limited ("Simclar Group"), a company incorporated in the United Kingdom. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, such interim financial statements reflect all normal recurring adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the company's Annual Report on Form 10-K for the year ended December 31, 2004. NOTE 2 - Recently Issued Accounting Pronouncements In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated statement of operations based on their fair values, effective for public companies for interim periods beginning after June 15, 2005. SFAS No.123(R) permits public companies to adopt its requirements using either the modified prospective or retrospective method. The United States Securities and Exchange Commission ("SEC") announced on April 14, 2005 that it approved a phased-in implementation process for SFAS No. 123(R). Under the new SEC implementation process, the company's effective date for adopting SFAS No. 123(R) has been extended by six months. The company will adopt SFAS No. 123(R)'s fair value method of accounting for share-based payments to employees in the first quarter of fiscal 2006, as opposed to the third quarter of fiscal 2005, as originally required by SFAS No. 123(R), and as stated in the company's Annual Report on Form 10-K for the year ended December 31, 2004. The company currently does not anticipate that the adoption of this standard will have a material effect on its consolidated results of operations, financial position, and cash flows. 7 SIMCLAR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - Inventories Inventories net of allowance for obsolescence are comprised of the following: March 31, December 31, 2005 2004 --------------------------- Raw materials and supplies $ 8,560,237 $ 8,863,347 Work in process 1,625,286 1,584,258 Finished goods 869,166 867,306 ------------ ------------ $ 11,054,689 $ 11,314,911 ============ ============ NOTE 4 - Earnings per Share Following is a reconciliation of amounts used in the basic and diluted computations: Three Months Ended March 31, 2005 2004 --------------------------- Net income $ 292,674 $ 480,666 Weighted average number of shares of common stock outstanding 6,465,345 6,465,345 ------------ ------------ Earnings per share: Basic & diluted $ 0.05 $ 0.07 ============ ============ There were no potentially dilutive securities for the three months ended March 31, 2005 or for the same period of the preceding year. NOTE 5 - Comprehensive Income The company follows SFAS No. 130, "Reporting Comprehensive Income," which contains rules for the reporting of comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments. 8 SIMCLAR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - Comprehensive Income (Continued) Below is a detail of comprehensive income for the three months ended March 31, 2005 and 2004: Three Months Ended March 31, 2005 2004 --------------------------- Net income $ 292,674 $ 480,666 Foreign currency translation income (loss) 1,265 (10,360) ------------ ------------ Comprehensive income $ 293,939 $ 470,306 ============ ============ NOTE 6 - Amounts Receivable from Major Stockholder The company had a net receivable due from its parent, Simclar Group, of approximately $2,949,000 and $2,918,000 at March 31, 2005 and December 31, 2004, respectively. These amounts included a $1,500,000 demand note payable by Simclar Group, bearing an annual interest rate of LIBOR plus 2.0%, and accumulated interest on this demand note of approximately $134,000 and $123,000 at March 31, 2005 and December 31, 2004, respectively. During the three months to March 31, 2005, the company advanced funds to one company owned by Simclar Group for operating capital, and accrued financial and administrative expenses under the service agreement with Simclar Group. As of March 31, 2005, the company had a net receivable from Simclar Group of approximately $1,315,000, excluding the demand note and accrued interest. NOTE 7 - Income Taxes The company files federal and state income tax returns separately from Simclar Group, and its income tax liability is therefore reflected on a separate return basis. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The company had approximately $187,000 income tax expense for the three months ended March 31, 2005, and approximately $306,000 income tax expense for the three months ended March 31, 2004. Income tax payments amounted to approximately $748,000 for the three months ended March 31, 2005, and approximately $491,000 for the same period of the preceding year. NOTE 8 - Commitments and Contingencies The company leases several facilities which expire at various dates through 2010 with renewal options for a period of five years at the then fair market rental value. The company sponsors a 401(k) profit sharing plan covering substantially all of its employees, excluding Techdyne (Europe) and Simclar 9 SIMCLAR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - Commitments and Contingencies (Continued) Mexico. The company contributes a 50% match based on the first 4% of each employee's annual earnings contributed to the plan. The company is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate liability, if any, resulting from these matters will not have a material effect on the company's financial position. NOTE 9 - Acquisition of AG Technologies, Inc. On July 15, 2003, the company acquired for cash, all of the outstanding stock of AG Technologies, Inc., a privately owned company based in Schaumburg, Illinois. The company name was changed to Simclar (Mexico), Inc. on August 29, 2003. Additional consideration of up to $1,300,000 is payable based on Simclar Mexico's net sales in each of the three years ending July 14, 2004, 2005 and 2006. Simclar Mexico is an international value added provider of comprehensive electronic manufacturing services to OEM's serving the automotive, industrial controls, medical and power equipment industries. Simclar Mexico's Mexican facility enables the company to be competitive in the higher volume arena for assembly in North America. The acquisition was accounted for by the purchase method of accounting under SFAS No. 141, "Business Combinations". The purchase price for the acquisition, including loan repayment and net of cash received, totaled $1,951,547 and was allocated to assets acquired and liabilities assumed based on estimated fair values at the date of acquisition. The company recorded $1,279,118 of goodwill and $18,000 of intangibles based on the opening balance sheet. Additional consideration payable based on Simclar Mexico's sales through July 14, 2006 could increase the amount of this goodwill to $2,579,118. The additional earn-out for the period July 15, 2003 to July 14, 2004 of $606,432 was paid on September 15, 2004. This additional earn-out payment increased the company's goodwill to $1,885,550. Results of operations have been included in the company's consolidated financial statements prospectively from the date of acquisition. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction and Overview In the three months ended March 31, 2005, we experienced moderate sales growth over the same period of the preceding year. We continued to focus on the following key priorities: (1) expanding our customer base through our alliance with Simclar Group, (2) seeking to develop strong, long-term alliances with major growth original equipment manufacturers ("OEMs"), and (3) developing the opportunities arising from our acquisition of Simclar Mexico in July 2003. During the three months ended March 31, 2005, we continued to see new business awards from existing and new customers. As discussed in more detail throughout this Item 2: o our revenues increased by 3.0% for the three months ended March 31, 2005 compared to the three months ended March 31, 2004; o gross margin for the three months ended March 31, 2005 decreased by approximately $161,000 compared to the same period of the preceding year, primarily due to a decline in sales in one of our facilities which resulted in a reduction in gross margin in that facility of approximately $141,000 in the three months to March 31, 2005 compared to the same period in 2004; o net income for the three months ended March 31, 2005 of $293,000 decreased by approximately $188,000 from the same period of the preceding year, primarily due to pre-production costs of approximately $96,000 incurred in respect of the new Mexico sheet metal plant which was opened in January 2005, such costs being included within selling, general and administrative expenses, with the remainder of the decrease being due to the factors affecting gross margin described above and increased interest expense, offset by lower income tax expense due to the reduction in income before income taxes; o cash flows used in investing activities were approximately $923,000 in the three months ended March 31, 2005, mainly due to purchases of machinery and equipment for our new manufacturing facility in Mexico. Our operations have continued to depend upon a relatively small number of customers for a significant percentage of our net revenue. Significant reductions in sales to any of our large customers would have a material adverse effect on our results of operations. The level and timing of orders placed by a customer vary due to the customer's attempts to balance its inventory, design modifications, changes in a customer's manufacturing strategy, acquisitions of or consolidations among customers, and variation in demand for a customer's products due to, among other things, product life cycles, competitive conditions and general economic conditions. Termination of manufacturing relationships or changes, reductions or delays in orders could have an adverse effect on our results of operations and financial condition, as has occurred in the past. Our results also depend to a substantial extent on the success of our OEM customers in marketing their products. We continue to seek to diversify our customer base to reduce our reliance on our few major customers. The industry segments we serve, and the electronics industry as a whole, are subject to rapid technological change and product obsolescence. Discontinuance or modification of products containing components manufactured by our company could adversely affect our results of operations. The electronics industry is also subject to economic cycles and has in the past experienced, and is likely in the future to experience, recessionary periods. A prolonged worldwide recession in the electronics industry, as we experienced from 2001 through 2003, could have a material adverse effect on our business, financial condition and results of operations. During periods of recession in the electronics industry, our competitive advantages in the areas of quick-turnaround manufacturing and responsive customer service may be of reduced importance to electronic OEMs, who may become more price sensitive. 11 We typically do not obtain long-term volume purchase contracts from our customers, but rather we work with our customers to anticipate future volumes of orders. Based upon such anticipated future orders, we will make commitments regarding the level of business we want and can accomplish given the current timing of production schedules and the levels of and utilization of facilities and personnel. Occasionally, we purchase raw materials without a customer order or commitment. Customers may cancel, delay or reduce orders, usually without penalty, for a variety of reasons, whether relating to the customer or the industry in general, which orders are already made or anticipated. Any significant cancellations, reductions or order delays could adversely affect our results of operations. We use Electronic Data Interchange (EDI) with both our customers and our suppliers in our efforts to continuously develop accurate forecasts of customer volume requirements, as well as sharing our future requirements with our suppliers. We depend on the timely availability of many components. Component shortages could result in manufacturing and shipping delays or increased component prices, which could have a material adverse effect on our results of operations. It is important for us to efficiently manage inventory, proper timing of expenditures and allocations of physical and personnel resources in anticipation of future sales, the evaluation of economic conditions in the electronics industry and the mix of products, whether PCBs, wire harnesses, cables, or turnkey products, for manufacture. We must continuously develop improved manufacturing procedures to accommodate our customers' needs for increasingly complex products. To continue to grow and be a successful competitor, we must be able to maintain and enhance our technological capabilities, develop and market manufacturing services which meet changing customer needs and successfully anticipate or respond to technological changes in manufacturing processes on a cost-effective and timely basis. Although we believe that our operations utilize the assembly and testing technologies and equipment currently required by our customers, there can be no assurance that our process development efforts will be successful or that the emergence of new technologies, industry standards or customer requirements will not render our technology, equipment or processes obsolete or noncompetitive. In addition, to the extent that we determine that new assembly and testing technologies and equipment are required to remain competitive, the acquisition and implementation of such technologies and equipment are likely to require significant capital investment. Our results of operations are also affected by other factors, including price competition, the level and timing of customer orders, fluctuations in material costs (due to availability), the overhead efficiencies achieved by management in managing the costs of our operations, our experience in manufacturing a particular product, the timing of expenditures in anticipation of increased orders, selling, and general and administrative expenses. Accordingly, gross margins and operating income margins have generally improved during periods of high volume and high capacity utilization. We generally have idle capacity and reduced operating margins during periods of lower-volume production. Key Financial Performance Measures We manage and assess the performance of our business primarily through the following measures: o Orders booked and backlog - the ratio of orders booked to sales is reviewed on a monthly basis for each of the company's five manufacturing plants. o Sales - monthly sales for each plant are compared against budget and the same month in the previous year. o Gross margin - the gross margin achieved by each plant each month is compared against budget and the same month in the previous year. o Selling, general and administrative expenses - the ratio of these expenses as a percentage of sales for each plant each month is compared against budget. 12 o Working capital - movements in the balance sheet amounts of inventory, accounts receivable and accounts payable for each plant are reviewed on a monthly basis. o Bank borrowings - movements in the company's working capital facility with the bank are reviewed on a weekly basis. In the event that any of the above measures indicate unusual movements or trends, further review is undertaken by management to ensure that satisfactory explanations are obtained, and, where necessary, appropriate corrective action is taken. Cautionary Statement Concerning Forward-Looking Statements This Report includes certain forward-looking statements with respect to our company and our business that involve risks and uncertainties. These statements are influenced by our financial position, business strategy, budgets, projected costs and the plans and objectives of management for future operations. They use words such as anticipate, believe, plan, estimate, expect, intend, project and other similar expressions. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, we cannot assure you that our expectations will prove correct. Actual results and developments may differ materially from those conveyed in the forward-looking statements. For these statements, we claim the protections for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Important factors include changes in general economic, business and market conditions, as well as changes in such conditions that may affect industries or the markets in which we operate, including, in particular, the impact of our nation's current war on terrorism could cause actual results to differ materially from the expectations reflected in the forward-looking statements made in this Report. Further, information on other factors that could affect our financial results is included in the company's other filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov and/or from Simclar, Inc. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. Results of Operations The following is a discussion of the key factors that have affected our business during the quarter ended March 31, 2005. This discussion should be read in conjunction with our consolidated financial statements and the related footnotes included herein. Consolidated sales increased approximately $360,000 (3.0%) for the three months ended March 31, 2005, compared to the same period of the preceding year, as a result of continual improvements in our sales to the computer peripherals, instrumentation, and food preparation equipment industries. Our sales to the military-government sector, power equipment and telecommunications industries declined in the three months ended March 31, 2005, compared to the same period of the preceding year. Interest and other income decreased approximately $2,000 in the three months ended March 31, 2005, compared to the same period of the preceding year. The decrease was due to a lower average cash and cash equivalents balance as a result of our October 2004 acquisition of the land and building of our Dayton, Ohio facility, which we formerly had leased, as well as our continued investment in Mexico and other equipment in order to facilitate future growth. Approximately 50% of our consolidated sales for the three months ended March 31, 2005 were made to five customers. Illinois Tool Works ("ITW") (22%) is 13 the only customer that accounts for more than 10% of our total sales. The loss of or substantial reduction of sales to any major customer would have an adverse effect on our operations if such sales were not replaced. Gross margin for the three months ended March 31, 2005 decreased by approximately $161,000 compared to the same period of the preceding year, primarily due to a decline in sales in one of our facilities which resulted in a reduction in gross margin in that facility of approximately $141,000 in the three months to March 31, 2005 compared to the same period in 2004. Cost of goods sold as a percentage of sales amounted to 87.3% for the three months ended March 31, 2005 and 85.6% for the same period of the preceding year. The company experienced higher material costs as a percentage of sales, at 63% percent of sales for the products manufactured in the three months ended March 31, 2005, compared to 58% in the same period of the preceding year. The higher material cost was due to price increases from suppliers of electronic components and higher cost bills of materials for certain products manufactured in the three months ended March 31, 2005. The labor content of our manufactured products was 20% for the three months ended March 31, 2005 compared to 24% for the same period of the preceding year. The reduction in labor content is primarily due to a greater proportion of our consolidated sales being manufactured in our Mexico facilities. The overhead component of cost of goods sold as a percentage of sales was 5% in the three months ended March 31, 2005, compared to 4% in the same period the preceding year. Selling, general and administrative expenses increased by approximately $109,000 (12.0%) for the three months ended March 31, 2005, compared to the same period of the preceding year, and amounted to approximately 8.2% and 7.6% of sales for those periods, respectively. Pre-production costs in respect of the new sheet metal facility in Mexico of approximately $96,000 were the primary reason for the increase in selling, general and administrative expenses in the three months ended March 31, 2005 compared with the same period of the preceding year, with increased employee costs being the main contributor to the remainder of the increase. Interest expense increased approximately $35,000 for the three months ended March 31, 2005, compared to the preceding year, reflecting the increased borrowings to acquire the land and building of our Dayton, Ohio facility, which we formerly had leased, and to invest in our new sheet metal facility in Mexico. The three month LIBOR was 3.15% and 1.19% at March 31, 2005 and March 31, 2004, respectively. Liquidity and Capital Resources Our cash and cash equivalents balances at March 31, 2005 were approximately $462,000, compared to approximately $280,000 at December 31, 2004. Net cash provided by operating activities was approximately $883,000 in the three months ended March 31, 2005, compared to approximately $871,000 in the same period of 2004. The increase in cash provided from operating activities in 2005 as compared to 2004 was due primarily to improved credit collection performance and a net reduction in inventories held during the quarter compared to a net increase in the same period of the preceding year, offset by reduced net income for the period, a larger reduction in income taxes payable, and a decrease in accounts payable during the quarter compared to an increase in the same period of the preceding year. At March 31, 2005, our average outstanding days sales was 49 days as compared to 54 days at December 31, 2004. The overall trend we experienced over the last two years is that the majority of our customers are stretching out payment terms, however our continued focus on working capital management has helped to improve our average outstanding days sales. Average inventory turnover was 3.9 and 4.1 times at March 31, 2005 and December 31, 2004, respectively. Cash used in investing activities was approximately $923,000 in the three months ended March 31, 2005, compared to approximately $50,000 in the same 14 period of the preceding year. Cash used in investing activities was primarily for purchases of machinery and equipment for our new manufacturing facility in Mexico. Cash provided by financing activities was approximately $220,000 in the three months ended March 31, 2005, compared to cash used of approximately $250,000 in the same period of the preceding year. Cash provided by investing activities represented a drawdown of $520,000 on our working capital credit facility in order to help finance our investing activities, offset by $300,000 in repayments of long-term debt. The company made all scheduled repayments on its long-term debt during the period. On October 14, 2004, the company restructured its existing term loan and working capital facilities with Bank of Scotland. The term loan was made pursuant to an Amended and Restated Facility Letter providing for a term loan of $5,650,000, of which Tranche A represents outstanding borrowings of $4,250,000, and Tranche B represents the $1,400,000 loan to acquire the property located at 1784 Stanley Avenue, Dayton, Ohio. The principal of Tranche A is repayable in quarterly installments of $250,000 in January, April, July and October of each year from 2004 through 2008, with the final payment due in October 2008. The principal of Tranche B is payable in twenty-eight equal quarterly installments of $50,000, with the first installment payable on January 20, 2005. Interest on each advance accrues at an annual rate equal to LIBOR plus 1.5%, plus an amount, rounded to the nearest eighth of a percent, to cover any increases in certain regulatory costs incurred by the Bank. The company may elect to pay interest on advances every one, three or six months, with LIBOR adjusted to correspond to the interest payment period selected by the company. The company elected the three-month interest period at 3.8% until January 24, 2005 and 4.17% until April 24, 2005. After this date the rate is 4.65% until July 24, 2005. The term loan had an outstanding balance of $5,100,000 at March 31, 2005. The company's existing working capital facility with the Bank was also amended on October 14, 2004 to increase the amount of the facility from $3,000,000 to $5,000,000. Advances bear interest, and interest is payable, on the same terms as under the Amended Term Loan Facility. This line of credit had an outstanding balance of $3,500,000 at March 31, 2005, and expires on September 30, 2005. The Company intends to renew this credit facility prior to its expiration date. All of the assets of the company collateralize the credit facilities. The credit facilities contain affirmative and negative covenants. Certain of the affirmative covenants require maintenance of a consolidated adjusted net worth greater than $11,000,000; a ratio of consolidated current assets to consolidated net borrowing not less than 1.75 to 1; a ratio of consolidated trade receivables to consolidated net borrowings not less than .75 to 1; and a ratio of consolidated net income before interest and income taxes to total consolidated interest costs not less than 2 to 1. Some of the negative covenants, among others, include (1) granting or permitting a security agreement against the consolidated assets of the companies other than permitted security agreements, (2) declaring or paying any dividends or making any other payments on the company's capital stock, (3) consolidating or merging with any other entity or acquiring or purchasing any equity interest in any other entity, or assuming any obligations of any other entity, except for notes and receivables acquired in the ordinary course of business, (4) incurring, assuming, guarantying, or remaining liable with respect to any indebtedness, except for certain existing indebtedness disclosed in these financial statements, or (5) undertaking any capital expenditure in excess of $1,000,000 in any one fiscal year. The agreements also preclude, without the bank's prior written consent, changes in ownership in the company, any mergers or acquisitions, any material change in any of our business objectives, purposes, operations and tax residence or any other circumstances or events which will have a material adverse effect as defined by the agreements. Our ability to comply with these provisions may be affected by changes in our business condition or results of our operations, or other events beyond our control. The breach of any of these covenants would result in a default under our debt agreements. At March 31, 2005, the company was in compliance with the bank covenants. A default of the covenants would permit our lender to accelerate 15 the maturity of our credit facilities and to sell the assets securing them, which would cause us to cease operations and seek bankruptcy protection. We have no off-balance sheet financing arrangements with related or unrelated parties and no unconsolidated subsidiaries. In the normal course of business, we enter into various contractual and other commercial commitments that impact or can impact the liquidity of our operations. The following table outlines our commitments at March 31, 2005:

Management will continue to seek acquisitions that will add talent, technology, and capabilities that advance the company's strategy and prospects. Management believes that the combination of internally generated funds, available cash reserves, and the credit facility are sufficient to fund the company's operations over the next year. Effect of Recently Issued Accounting Pronouncements In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), Share-Based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated statement of operations based on their fair values, effective for public companies for interim periods beginning after June 15, 2005. SFAS No.123(R) permits public companies to adopt its requirements using either the modified prospective or retrospective method. The United States Securities and Exchange Commission (SEC) announced on April 14, 2005 that it approved a phased-in implementation process for SFAS No. 123(R). Under the new SEC implementation process, the company's effective date for adopting SFAS No. 123(R) has been extended by six months. The company will adopt SFAS No. 123(R)'s fair value method of accounting for share-based payments to employees in the first quarter of fiscal 2006, as opposed to the third quarter of fiscal 2005, as originally required by SFAS No. 123(R), and as stated in the company's Annual Report on Form 10-K for the year ended December 31, 2004. The company currently does not anticipate that the adoption of this standard will have a material effect on its consolidated results of operations, financial position, and cash flows. Critical Accounting Policies In preparing its financial statements and accounting for the underlying transactions and balances, the company has applied the accounting policies as disclosed in the Notes to the Consolidated Financial Statements contained in the company's annual report on Form 10-K for the year ended December 31, 2004. Preparation of the company's financial statements requires company management to 16 make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates, and the differences may be material. For a detailed discussion of the application of these and other accounting policies, see "Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" contained in the company's annual report on Form 10-K for the year ended December 31, 2004. There have been no material changes to these accounting policies during the three months ended March 31, 2005. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risks from changes in interest rates and foreign currency exchange rates. Sensitivity of results of operations to interest rate risks on our investments is managed by conservatively investing liquid funds in short-term government securities and interest-bearing accounts at financial institutions in which we had approximately $39,000 invested at March 31, 2005. Interest rate risks on debt are managed by negotiation of appropriate rates on new financing obligations based on current market rates. There is an interest rate risk associated with our variable rate debt agreements which totaled approximately $8,600,000 at March 31, 2005. We have exposure to both rising and falling interest rates. A 1/2% decrease in rates on our quarter-end investments would have an insignificant impact on our results of operations. A 1% increase in rates on our quarter-end variable rate debt would result in a negative impact of approximately $19,000 on our quarterly results of operations. Our exposure to market risks from foreign currency exchange rates is minimal. Item 4. Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are adequately designed to ensure that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms. During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Subsequent to the date of this evaluation there have been no significant changes in our internal controls or in other factors that could significantly affect these controls and no corrective actions taken with regard to significant deficiencies or perceived weaknesses in such controls. 17 PART II -- OTHER INFORMATION Item 6. Exhibits Exhibit No. Description 31.1 Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.2 Certification of Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Items 1, 2, 3, 4 and 5 are not applicable and have been omitted SIGNATURES 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 thereunto duly authorized. SIMCLAR, INC. By /s/ Barry J. Pardon ---------------------------------------- BARRY J. PARDON, President By /s/Steven T. Ker ---------------------------------------- STEVEN T. KER, Chief Financial Officer Dated: May 16, 2005 18

SIMCLAR INC 10-Q